##### Table of Contents

As filed with the Securities and Exchange Commission on April 18, 2011







UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 20-F

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2010

Commission file number 001-15102

EMBRAER S.A.



(Exact name of Registrant as
specified in its charter)

EMBRAER Inc.



(Translation of Registrants
name into English)

Federative Republic of Brazil



(Jurisdiction of Incorporation)

Avenida Brigadeiro Faria Lima, 2170

12227-901 São José dos Campos, São Paulo, Brazil



(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act:



|                                                                                                                                                                                                                               |  |                                           
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------------
|Title of each class:                                                                                                                                                                                                           |  | Name of each exchange on which registered:
|Common shares, without par value (represented by, and traded only in the form of,
American Depositary Shares (evidenced by American Depositary Receipts), with each American Depositary Share representing four common shares) |  | New York Stock Exchange                   
|                                                                                                                                                                                                                               | 
|US$500,000,000 6.375% Guaranteed Notes due 2020 of Embraer Overseas Ltd. Guaranteed by
Embraer S.A.                                                                                                                            |  | New York Stock Exchange                   

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None.

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

Title of each class:

US$500,000,000 6.375% Guaranteed Notes due 2017 of Embraer Overseas Ltd.

Guaranteed by Embraer S.A.

Number of outstanding shares of each of the issuers classes of capital or common stock as of December 31, 2010:

740,465,044 common shares, without par value

Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  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   ̈    International Financial Reporting Standards as issued by the International Accounting Standards
Board  x    Other   ̈

Indicate by check mark which financial statement item the registrant has elected to follow.
Item 17   ̈    Item 18   ̈

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ̈    No  x









---

##### Table of Contents

TABLE OF CONTENTS



|         |  |                                                       |  |                                                         |    |      |     | 
|-------- |  | ----------------------------------------------------- |  | ------------------------------------------------------- | -- | ---- | --- | 
|         |  |                                                       |  |                                                         |    | Page |    
|Part I   | 
|         |  |                                                      
|ITEM 1.  |  | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS |  |                                                         | 4  |     
|         |  |                                                      
|ITEM 2.  |  | OFFER STATISTICS AND EXPECTED TIMETABLE               |  |                                                         | 4  |     
|         |  |                                                      
|ITEM 3.  |  | KEY INFORMATION                                       |  |                                                         | 4  |     
|         |  | 3A.                                                   |  | Selected Financial Data                                 |    |      | 4   | 
|         |  | 3B.                                                   |  | Capitalization and Indebtedness                         |    |      | 7   | 
|         |  | 3C.                                                   |  | Reasons for the Offer and Use of Proceeds               |    |      | 7   | 
|         |  | 3D.                                                   |  | Risk Factors                                            |    |      | 8   | 
|         |  |                                                      
|ITEM 4.  |  | INFORMATION ON THE COMPANY                            |  |                                                         | 18 |     
|         |  | 4A.                                                   |  | History and Development of the Company                  |    |      | 18  | 
|         |  | 4B.                                                   |  | Business Overview                                       |    |      | 23  | 
|         |  | 4C.                                                   |  | Organizational Structure                                |    |      | 43  | 
|         |  | 4D.                                                   |  | Property, Plant and Equipment                           |    |      | 43  | 
|         |  |                                                      
|ITEM 4.A |  | UNRESOLVED STAFF COMMENTS                             |  |                                                         | 46 |     
|         |  |                                                      
|ITEM 5.  |  | OPERATING AND FINANCIAL REVIEW AND PROSPECTS          |  |                                                         | 46 |     
|         |  | 5A.                                                   |  | Operating Results                                       |    |      | 47  | 
|         |  | 5B.                                                   |  | Liquidity and Capital Resources                         |    |      | 63  | 
|         |  | 5C.                                                   |  | Research                                                |    |      | 66  | 
|         |  | 5D.                                                   |  | Trend Information                                       |    |      | 67  | 
|         |  | 5E.                                                   |  | Off-Balance Sheet Arrangements                          |    |      | 70  | 
|         |  | 5F.                                                   |  | Tabular Disclosure of Contractual Obligations           |    |      | 72  | 
|         |  |                                                      
|ITEM 6.  |  | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES            |  |                                                         | 73 |     
|         |  | 6A.                                                   |  | Directors and Senior Management                         |    |      | 73  | 
|         |  | 6B.                                                   |  | Compensation                                            |    |      | 80  | 
|         |  | 6C.                                                   |  | Board Practices                                         |    |      | 81  | 
|         |  | 6D.                                                   |  | Employees                                               |    |      | 83  | 
|         |  | 6E.                                                   |  | Share Ownership                                         |    |      | 84  | 
|         |  |                                                      
|ITEM 7.  |  | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS     |  |                                                         | 84 |     
|         |  | 7A.                                                   |  | Major Shareholders                                      |    |      | 84  | 
|         |  | 7B.                                                   |  | Related Party Transactions                              |    |      | 85  | 
|         |  | 7C.                                                   |  | Interests of Experts and Counsel                        |    |      | 87  | 
|         |  |                                                      
|ITEM 8.  |  | FINANCIAL INFORMATION                                 |  |                                                         | 87 |     
|         |  | 8A.                                                   |  | Consolidated Statements and Other Financial Information |    |      | 87  | 
|         |  | 8B.                                                   |  | Significant Changes                                     |    |      | 92  | 
|         |  |                                                      
|ITEM 9.  |  | THE OFFER AND LISTING                                 |  |                                                         | 92 |     
|         |  | 9A.                                                   |  | Offer and Listing Details                               |    |      | 92  | 
|         |  | 9B.                                                   |  | Plan of Distribution                                    |    |      | 94  | 
|         |  | 9C.                                                   |  | Markets                                                 |    |      | 94  | 
|         |  | 9D.                                                   |  | Selling Shareholders                                    |    |      | 97  | 
|         |  | 9E.                                                   |  | Dilution                                                |    |      | 97  | 
|         |  | 9F.                                                   |  | Expenses of the Issue                                   |    |      | 97  | 
|         |  |                                                      
|ITEM 10. |  | ADDITIONAL INFORMATION                                |  |                                                         | 97 |     
|         |  | 10A.                                                  |  | Share Capital                                           |    |      | 97  | 
|         |  | 10B.                                                  |  | Memorandum and Articles of Association                  |    |      | 97  | 
|         |  | 10C.                                                  |  | Material Contracts                                      |    |      | 110 | 
|         |  | 10D.                                                  |  | Exchange Controls                                       |    |      | 110 | 
|         |  | 10E.                                                  |  | Taxation                                                |    |      | 111 | 
|         |  | 10F.                                                  |  | Dividends and Paying Agents                             |    |      | 116 | 
|         |  | 10G.                                                  |  | Statements by Experts                                   |    |      | 117 | 
|         |  | 10H.                                                  |  | Documents on Display                                    |    |      | 117 | 



i



---

##### Table of Contents

|          |  |                                                                              |  |                            |     |  |     | 
|--------- |  | ---------------------------------------------------------------------------- |  | -------------------------- | --- |  | --- | 
|          |  | 10I.                                                                         |  | Subsidiary Information     |     |  | 117 | 
|          |  |                                                                             
|ITEM 11.  |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                   |  |                            | 117 | 
|          |  |                                                                             
|ITEM 12.  |  | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                       |  |                            | 121 | 
|          |  | 12A.                                                                         |  | Debt Securities            |     |  | 121 | 
|          |  | 12B.                                                                         |  | Warrants and Rights        |     |  | 121 | 
|          |  | 12C.                                                                         |  | Other Securities           |     |  | 121 | 
|          |  | 12D.                                                                         |  | American Depositary Shares |     |  | 121 | 
|         
|Part II   | 
|          |  |                                                                             
|ITEM 13.  |  | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                              |  |                            | 122 | 
|          |  |                                                                             
|ITEM 14.  |  | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS |  |                            | 122 | 
|          |  |                                                                             
|ITEM 15.  |  | CONTROLS AND PROCEDURES                                                      |  |                            | 122 | 
|          |  |                                                                             
|ITEM 16.A |  | FINANCIAL EXPERT                                                             |  |                            | 123 | 
|          |  |                                                                             
|ITEM 16.B |  | CODE OF ETHICS                                                               |  |                            | 123 | 
|          |  |                                                                             
|ITEM 16.C |  | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                       |  |                            | 124 | 
|          |  |                                                                             
|ITEM 16.D |  | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES                   |  |                            | 124 | 
|          |  |                                                                             
|ITEM 16.E |  | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS       |  |                            | 124 | 
|          |  |                                                                             
|ITEM 16.F |  | CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT                                 |  |                            | 125 | 
|          |  |                                                                             
|ITEM 16.G |  | CORPORATE GOVERNANCE                                                         |  |                            | 125 | 
|         
|Part III  | 
|          |  |                                                                             
|ITEM 17.  |  | FINANCIAL STATEMENTS                                                         |  |                            | 127 | 
|          |  |                                                                             
|ITEM 18.  |  | FINANCIAL STATEMENTS                                                         |  |                            | 127 | 
|          |  |                                                                             
|ITEM 19.  |  | EXHIBITS                                                                     |  |                            | 128 | 



ii



---

##### Table of Contents

INTRODUCTION

In this annual report, Embraer, we, us or our refer to Embraer S.A., formerly known as Embraer-Empresa Brasileira de Aeronáutica S.A. (as successor
in interest to the previously listed company having the same name  i.e., Embraer-Empresa Brasileira de Aeronáutica S.A., or former Embraer  a predecessor company, as a result of the merger of former Embraer with and into
Embraer pursuant to the corporate reorganization described below), and its consolidated subsidiaries (unless the context otherwise requires). All references herein to the real, reais or R$ are to the
Brazilian real, the official currency of Brazil. All references to US$, dollars or U.S. dollars are to United States dollars.

On March 31, 2006, our shareholders approved a reorganization of our corporate structure. The purpose of the reorganization was to, among other things, create a basis for the sustainability, growth
and continuity of our businesses and activities by simplifying our capital structure and thereby improving our access to capital markets and increasing financing resources for the development of new products and expansion programs. For further
information on our corporate reorganization, see Item 4A. Information on the CompanyHistory and Development of the Company2006 Corporate Reorganization.

Presentation of Financial and Other Data

Financial Data

Our audited financial statements at December 31, 2010 and 2009 and January 1, 2009 and for each of the years ended
December 31, 2010 and 2009 are included in this annual report.

Our consolidated financial statements have been prepared
in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB. Our financial statements for the year ended December 31, 2010 are our first annual financial statements
that comply with IFRS as issued by the IASB. As permitted by the applicable rules, when making the transition from U.S. GAAP to IFRS, we did not include in this annual report our financial statements as of and for the years ended December 31,
2008, 2007 and 2006, as they were prepared in accordance with U.S. GAAP and not IFRS.

After analyzing our operations and
businesses with regard to the applicability of International Accounting Standards, or IAS, 21  Effects of Changes in Foreign Exchange Rates, particularly in relation to the factors involved in determining our functional currency,
management concluded that our functional currency is the U.S. dollar. This conclusion was based on an analysis of the following factors, as set forth in IAS 21: (1) the currency that mainly influences the sale prices of our goods and services,
(2) the currency of the countries whose competitive forces mainly determine the sale prices of our goods and services, (3) the currency that mainly influences prices of raw materials and other costs involved in providing our goods and
services, (4) the currency in which the funds for financial operations are principally obtained; and (5) the currency in which revenue from operations is usually received. Items included in the financial statements of each of our
subsidiaries are measured using the currency of the primary economic environment in which such subsidiary operates. Our audited consolidated financial statements included elsewhere in this annual report are presented in U.S. dollars, which is our
presentation currency. Our financial statements and financial data presented herein and prepared in accordance with IFRS do not reflect the effects of inflation.

In our 2010 and 2009 financial statements, gains or losses resulting from the remeasurement of the monetary items and from foreign currency transactions have been reported in the consolidated statement of
income as single line items.

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 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, in 2008 certain changes to the accounting principles, as well as other changes to the accounting practices adopted in Brazil, or Brazilian GAAP, were



1



---

##### Table of Contents

introduced by the Comitê de Pronunciamentos Contábeis (Brazilian Accounting Standards Setting Board), and have become effective in 2010. These changes to the accounting
aspects of the Brazilian Corporate Law and Brazilian GAAP impacted our parent company financial statements as of and for the years ended December 31, 2010 and 2009 and the basis of our distribution of minimum mandatory dividends. Other than
that, such changes had no effect to our consolidated financial statements prepared in accordance with IFRS that are included elsewhere in this annual report. Our parent company financial statements as of and for the years ended December 31,
2010 and 2009 prepared in accordance with the Brazilian Corporate Law, and which are not included in this annual report, differ from those prepared in accordance with IFRS.

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 translate into English our quarterly financial statements.

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 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 and security data. In July 2005, we started to include the number of aircraft sold by our defense and security segment to
state-owned airlines, such as TAME and Satena, in our commercial aircraft backlog.



2



---

##### Table of Contents

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 recent 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 federal 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.
| | - |  | --------------------------------------------------------------

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.



3



---

##### Table of Contents

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
December 31, 2010 and 2009 and January 1, 2009 and for each of the years ended December 31, 2010 and 2009 have been derived from our audited consolidated IFRS financial statements which are included elsewhere in this annual report. We
determined January 1, 2009 to be the transition date for our IFRS audited consolidated financial statement and presented our balance sheet as at that date. You should read this selected financial data in conjunction with our audited
consolidated financial statements and related notes thereto included elsewhere in this annual report.



|                                                   |  |                         |          |   |      |  |          |  
|-------------------------------------------------- |  | ----------------------- | -------- | - | ---- |  | -------- | -
|                                                   |  | Year ended December 31, |         
|                                                   |  | 2010                    |          |   | 2009 | 
|                                                   |  | (in US$ millions)       |         
|Consolidated Statements of Income Data             |  |                         |          |   |      |  |          |  
|Revenue                                            |  |                         | 5,364.1  |   |      |  | 5,497.8  |  
|Cost of sales and services                         |  |                         | (4,338.1 | ) |      |  | (4,428.4 | )
|                                                   |  |                         |          |   |      |  |          |  
|Gross profit                                       |  |                         | 1,026.0  |   |      |  | 1,069.4  |  
|Operating income (expense)                         |  |                         |          |   |      |  |          |  
|Administrative                                     |  |                         | (197.5   | ) |      |  | (191.3   | )
|Selling                                            |  |                         | (374.1   | ) |      |  | (304.6   | )
|Research                                           |  |                         | (72.1    | ) |      |  | (55.6    | )
|Other operating (expense) income, net              |  |                         | 9.4      |   |      |  | (138.5   | )
|                                                   |  |                         |          |   |      |  |          |  
|Operating profit before financial income (expense) |  |                         | 391.7    |   |      |  | 379.4    |  
|Financial income (expenses), net                   |  |                         | 17.5     |   |      |  | 10.2     |  
|Foreign exchange gain (loss), net                  |  |                         | (1.1     | ) |      |  | (68.8    | )
|                                                   |  |                         |          |   |      |  |          |  
|Profit before taxes on income                      |  |                         | 408.1    |   |      |  | 320.8    |  
|Income tax (expense) benefit                       |  |                         | (62.7    | ) |      |  | 158.1    |  
|                                                   |  |                         |          |   |      |  |          |  
|Net income                                         |  |                         | 345.4    |   |      |  | 478.9    |  
|                                                   |  |                         |          |   |      |  |          |  
|Attributable to:                                   |  |                         |          |   |      |  |          |  
|Owners of Embraer                                  |  |                         | 330.2    |   |      |  | 465.2    |  
|Noncontrolling interest                            |  |                         | 15.2     |   |      |  | 13.7     |  
|                                                   | 
|                                                   |  | Year ended December 31, |         
|                                                   |  | 2010                    |          |   | 2009 | 
|                                                   |  | (in US$)                |         
|Earnings per Share  Basic                         |  |                         |          |   |      |  |          |  
|Net income attributable to owners of Embraer       |  |                         | 330.2    |   |      |  | 465.2    |  
|Weighted average number of shares (in thousands)   |  |                         | 723,665  |   |      |  | 723,665  |  
|Basic earnings per share  U.S. dollars            |  |                         | 0.4563   |   |      |  | 0.6428   |  



4



---

##### Table of Contents

|                                                           |  |                         |         |  |      |  |         | 
|---------------------------------------------------------- |  | ----------------------- | ------- |  | ---- |  | ------- | 
|                                                           |  | Year ended December 31, |        
|                                                           |  | 2010                    |         |  | 2009 | 
|                                                           |  | (in US$)                |        
|Earnings per Share  Diluted                               |  |                         |         |  |      |  |         | 
|Net income attributable to owners of Embraer               |  |                         | 330.2   |  |      |  | 465.2   | 
|Weighted average number of shares (in thousands)  diluted |  |                         | 723,665 |  |      |  | 723,665 | 
|Dilution  issuance of stock options (in thousands)        |  |                         | 354     |  |      |  |        | 
|Weighted average number of shares (in thousands)           |  |                         | 724,019 |  |      |  | 723,665 | 
|Diluted earnings per share  U.S. dollars                  |  |                         | 0.4562  |  |      |  | 0.6428  | 



|                                           |  |                   |         |  |               |  |         |      |  |  |         | 
|------------------------------------------ |  | ----------------- | ------- |  | ------------- |  | ------- | ---- |  |  | ------- | 
|                                           |  | At December 31,   |         |  | At January 1, | 
|                                           |  | 2010              |         |  | 2009          |  |         | 2009 | 
|                                           |  | (in US$ millions) |        
|Consolidated Balance Sheet Data            |  |                   |         |  |               |  |         |      |  |  |         | 
|Cash and cash equivalents                  |  |                   | 1,393.1 |  |               |  | 1,592.4 |      |  |  | 1,820.7 | 
|Financial assets                           |  |                   | 733.5   |  |               |  | 953.8   |      |  |  | 380.8   | 
|Other current assets                       |  |                   | 2,856.2 |  |               |  | 3,096.5 |      |  |  | 3,669.0 | 
|Property, plant and equipment              |  |                   | 1,201.0 |  |               |  | 1,101.3 |      |  |  | 1,059.6 | 
|Intangible assets                          |  |                   | 716.3   |  |               |  | 725.5   |      |  |  | 689.9   | 
|Other long-term assets                     |  |                   | 1,490.9 |  |               |  | 1,420.0 |      |  |  | 1,331.2 | 
|                                           |  |                   |         |  |               |  |         |      |  |  |         | 
|Total assets                               |  |                   | 8,391.0 |  |               |  | 8,889.5 |      |  |  | 8,951.2 | 
|                                           |  |                   |         |  |               |  |         |      |  |  |         | 
|Short-term loans and financing             |  |                   | 72.6    |  |               |  | 592.4   |      |  |  | 539.0   | 
|Other current payables                     |  |                   | 2,316.1 |  |               |  | 2,158.2 |      |  |  | 2,986.9 | 
|Long-term loans and financing              |  |                   | 1,362.2 |  |               |  | 1,465.9 |      |  |  | 1,300.8 | 
|Other long-term liabilities                |  |                   | 1,508.6 |  |               |  | 1,790.0 |      |  |  | 1,598.9 | 
|Company shareholders equity               |  |                   | 3,028.4 |  |               |  | 2,792.7 |      |  |  | 2,455.6 | 
|Noncontrolling interest                    |  |                   | 103.1   |  |               |  | 90.3    |      |  |  | 70.0    | 
|                                           |  |                   |         |  |               |  |         |      |  |  |         | 
|Total shareholders equity                 |  |                   | 3,131.5 |  |               |  | 2,883.0 |      |  |  | 2,525.6 | 
|                                           |  |                   |         |  |               |  |         |      |  |  |         | 
|Total liabilities and shareholders equity |  |                   | 8,391.0 |  |               |  | 8,889.5 |      |  |  | 8,951.2 | 
|                                           |  |                   |         |  |               |  |         |      |  |  |         | 



|                                          |  |                         |        |   |      |  |        |  
|----------------------------------------- |  | ----------------------- | ------ | - | ---- |  | ------ | -
|                                          |  | Year ended December 31, |       
|                                          |  | 2010                    |        |   | 2009 | 
|                                          |  | (in US$ millions)       |       
|Other Consolidated Financial Data         |  |                         |        |   |      |  |        |  
|Net cash provided by operating activities |  |                         | 873.8  |   |      |  | 3.6    |  
|Net cash (used in) investing activities   |  |                         | (288.3 | ) |      |  | (378.0 | )
|Net cash (used in) financing activities   |  |                         | (802.2 | ) |      |  | (23.9  | )
|Depreciation and amortization             |  |                         | 219.2  |   |      |  | 229.3  |  



|                                     |  |                                        |       |  |      |  |    | 
|------------------------------------ |  | -------------------------------------- | ----- |  | ---- |  | -- | 
|                                     |  | At and for the year ended December 31, |      
|                                     |  | 2010                                   |       |  | 2009 | 
|Other Data:                          |  |                                        |       |  |      |  |    | 
|Aircraft delivered during period(1): |  |                                        |       |  |      |  |    | 
|To the Commercial Aviation Market    |  |                                        |       |  |      |  |    | 
|ERJ 145                              |  |                                        | 6     |  |      |  | 7  | 
|EMBRAER 170                          |  |                                        | 9 / 2 |  |      |  | 22 | 
|EMBRAER 175                          |  |                                        | 8     |  |      |  | 11 | 
|EMBRAER 190                          |  |                                        | 58    |  |      |  | 62 | 
|EMBRAER 195                          |  |                                        | 17    |  |      |  | 20 | 
|To the Defense and Security Market   |  |                                        |       |  |      |  |    | 
|EMB 120 Brasília                     |  |                                        |      |  |      |  |   | 
|Legacy 600                           |  |                                        | 1     |  |      |  |   | 
|Phenom 100                           |  |                                        |      |  |      |  | 4  | 
|EMB 145                              |  |                                        |      |  |      |  |   | 
|EMB 135                              |  |                                        | 1     |  |      |  | 1  | 
|EMBRAER 170                          |  |                                        |      |  |      |  |   | 
|EMBRAER 190                          |  |                                        |      |  |      |  | 2  | 



5



---

##### Table of Contents

|                                                                           |  |                                        |          |  |      |     |          | 
|-------------------------------------------------------------------------- |  | -------------------------------------- | -------- |  | ---- | --- | -------- | 
|                                                                           |  | At and for the year ended December 31, |         
|                                                                           |  | 2010                                   |          |  | 2009 |    
|Other Data:                                                                |  |                                        |          |  |      |     |          | 
|EMB 145 AEW&C/RS/MP                                                        |  |                                        |         |  |      |     |         | 
|EMB 312 Tucano/AL-X/ Super Tucano                                          |  |                                        |         |  |      |     | 26       | 
|To the Executive Aviation Market                                           |  |                                        |          |  |      |     |          | 
|Legacy 600/650                                                             |  |                                        | 10       |  |      |     | 18       | 
|EMBRAER 175 Shuttle                                                        |  |                                        |         |  |      |     | 3        | 
|Phenom 100                                                                 |  |                                        | 100      |  |      |     | 93       | 
|Phenom 300                                                                 |  |                                        | 26       |  |      |     | 1        | 
|Lineage 1000                                                               |  |                                        | 8        |  |      |     | 3        | 
|To the General Aviation Market                                             |  |                                        |          |  |      |     |          | 
|Light Propeller Aircraft                                                   |  |                                        |         |  |      |     | 34       | 
|                                                                           |  |                                        |          |  |      |     |          | 
|Total delivered                                                            |  |                                        | 246      |  |      |     | 304      | 
|                                                                           |  |                                        |          |  |      |     |          | 
|                                                                           |  |                                       
|Aircraft in backlog at the end of period:                                  |  |                                        |          |  |      |     |          | 
|In the Commercial Aviation Market                                          |  |                                        |          |  |      |     |          | 
|EMB 120 Brasília                                                           |  |                                        |         |  |      |     |         | 
|ERJ 145                                                                    |  |                                        | 2        |  |      |     | 8        | 
|ERJ 135                                                                    |  |                                        |         |  |      |     |         | 
|ERJ 140                                                                    |  |                                        |         |  |      |     |         | 
|EMBRAER 170                                                                |  |                                        | 10       |  |      |     | 17       | 
|EMBRAER 175                                                                |  |                                        | 40       |  |      |     | 15       | 
|EMBRAER 190                                                                |  |                                        | 157      |  |      |     | 185      | 
|EMBRAER 195                                                                |  |                                        | 41       |  |      |     | 40       | 
|In the Defense and Security Market                                         |  |                                        |          |  |      |     |          | 
|EMB 145 AEW&C/RS/MP                                                        |  |                                        | 3        |  |      |     | 3        | 
|EMB 312 Tucano/EMB 314/EP Super Tucano                                     |  |                                        | 16       |  |      |     | 57       | 
|EMB 145                                                                    |  |                                        |         |  |      |     |         | 
|EMB 135                                                                    |  |                                        |         |  |      |     | 1        | 
|Legacy 600/Phenom 100                                                      |  |                                        |         |  |      |     |         | 
|EMBRAER 170/ EMBRAER 190                                                   |  |                                        |         |  |      |     |         | 
|In the Executive Aviation Market                                           |  |                                        |          |  |      |     |          | 
|Legacy 450/500/600/650/Phenom 100/300/Lineage 1000/EMBRAER 170/190 Shuttle |  |                                        | 551      |  |      |     | 737      | 
|In the General Aviation Market                                             |  |                                        |          |  |      |     |          | 
|Light Propeller Aircraft                                                   |  |                                        |         |  |      |     |         | 
|                                                                           |  |                                        |          |  |      |     |          | 
|Total backlog(in aircraft)                                                 |  |                                        | 820      |  |      |     | 1,063    | 
|                                                                           |  |                                        |          |  |      |     |          | 
|Total backlog (in millions)                                                |  | US$                                    | 15,543.2 |  |      | US$ | 16,634.8 | 



|(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



6



---

##### Table of Contents

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. 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 federal 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, |  |                                   |        |  |      |  |        |            |  |  |            |  |  |  |        | 
|2006                    |  |                                   | 2.0586 |  |      |  | 2.3711 |            |  |  | 2.1761     |  |  |  | 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 | 
|2010                    |  |                                   | 1.6554 |  |      |  | 1.8811 |            |  |  | 1.7601     |  |  |  | 1.6662 | 



|                                   |  |                                   |        |  |      |  |        |            |  |  |            |  |  |  |        | 
|---------------------------------- |  | --------------------------------- | ------ |  | ---- |  | ------ | ---------- |  |  | ---------- |  |  |  | ------ | 
|                                   |  | Exchange Rate of Reais to US$1.00 |       
|                                   |  | Low                               |        |  | High |  |        | Average(2) |  |  | Period-end | 
|Month/period ended                 |  |                                   |        |  |      |  |        |            |  |  |            |  |  |  |        | 
|November 30, 2010                  |  |                                   | 1.6801 |  |      |  | 1.7336 |            |  |  | 1.7133     |  |  |  | 1.7161 | 
|December 31, 2010                  |  |                                   | 1.6662 |  |      |  | 1.7240 |            |  |  | 1.6934     |  |  |  | 1.6662 | 
|January 31, 2011                   |  |                                   | 1.6510 |  |      |  | 1.6912 |            |  |  | 1.6749     |  |  |  | 1.6734 | 
|February 28, 2011                  |  |                                   | 1.6612 |  |      |  | 1.6776 |            |  |  | 1.6680     |  |  |  | 1.6612 | 
|March 31, 2011                     |  |                                   | 1.6287 |  |      |  | 1.6757 |            |  |  | 1.6591     |  |  |  | 1.6287 | 
|April 2011 (through April 8, 2011) |  |                                   | 1.5762 |  |      |  | 1.6194 |            |  |  | 1.6030     |  |  |  | 1.5762 | 



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.



7



---

##### Table of Contents

|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. For example, in 2004, we
reduced scheduled deliveries from 160 to 145 aircraft following US Airways second Chapter 11 filing in September 2004. Moreover, in 2004 we re-evaluated our risk exposure related to aircraft valuations and customer credit risk, which resulted
in charges to income of US$16.0 million.

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.

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
global economic downturn. The cost of these layoffs was US$61.3 million. In addition, we also experienced cancellations of 60 aircraft orders by several of our customers (for more information on aircraft cancellations, see Item 3D. Our
aircraft sales are subject to cancellation provisions that may reduce our cash flows).

On January 5, 2010, Mesa
Air Group, Inc., or Mesa, one of our important customers to which we had delivered 36 ERJ 145 aircraft from 2000 to 2003, filed for Chapter 11 protection from creditors. 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.

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 December 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 Harbin Embraer Aircraft Industry Company Ltd., or HEAI, our joint venture formed with Harbin Aircraft Industry (Group) Co., Ltd.



8



---

##### Table of Contents

and Hafei Aviation Industry Co., Ltd., subsidiaries of China Aviation Industry Corp., or AVIC. In addition, as of December 31, 2010, 38.0% of our firm orders in backlog for the EMBRAER
170/190 jet family were for the HNA Group from China, JetBlue Airways from the U.S. and Azul, a new Brazilian airline founded in 2008. 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 global
economic slowdown, 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. Revenue arising from sales to the Brazilian federal government accounted for 33.4% of our defense and security revenue for the year ended December 31, 2010. A decrease in defense spending by the Brazilian
federal government due to defense spending cuts, general budgetary constraints or other factors that are out of our control could decrease our defense and security revenue. We cannot assure you that the Brazilian federal government will continue to
purchase aircraft or services from us in the future at the same rate or at all.

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 honor their aircraft purchases; or
| | - |  | -----------------------------------------------------------



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

Our customers may also reschedule deliveries, particularly during an economic downturn. Although we had no cancellations in 2008, during 2009 we experienced some 60 cancellations of aircraft orders by
several of our customers. In 2010, we experienced another 12 cancellations in our commercial aircraft orders. 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.



9



---

##### Table of Contents

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/or 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 guarantee to the aircraft purchaser that, at the maturity of the financing of the purchased aircraft,
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 cap) and, therefore, on average, our residual value guarantee exposure is limited to
17% 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 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$1,340.0 million as of December 31, 2010. 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 responsibilities and commitments, see Note 40 to our audited consolidated financial statements.

In addition, we may provide trade-in options to our customers upon their execution of an aircraft purchase agreement. These options
provide a customer with the right to trade-in existing Embraer aircraft upon the purchase and acceptance of a new aircraft. In 2010, we accepted 29 aircraft for trade-in, of which 25 were Citation Ultras, acquired as result of the exercise of
trade-in options under an agreement executed with NetJets Inc. Currently, we are subject to trade-in options relating to 18 aircraft, 15 of which result from new sales and the remaining three from trade-ins tied to contractual obligations with
customers and to their taking delivery of certain new aircraft. 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 and executive 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, in 2009 we reserved US$74.4 million of collateral in the form of cash deposited in escrow, in recognition of estimated losses that at the time
we had classified 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.



10



---

##### Table of Contents

Any decrease in Brazilian federal 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 was a system of interest rate adjustments called the Programa de Financiamento às Exportações (the Export Financing Program), or ProEx.

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 federal government ultimately amended ProEx, 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 its financing arrangements for sales of aircraft by Bombardier, Inc., or Bombardier, a Canadian aircraft manufacturer.

Although ProEx is currently in compliance with WTO rules, other export financing programs available to our customers may be subject to
challenge in the future. If, in the future, ProEx or another similar Brazilian export financing program is not available, or if the terms of the ProEx are substantially changed such that our customers export financing costs become higher than
those offered by other export credit agencies, or ECAs, that support our competitors exports, our competitiveness in the regional jet market could decrease.

In July 2007, Brazil and the Organization for Economic Co-operation and Development, or OECD, countries entered into an agreement known as the Aircraft Sector Understanding to establish a
level-playing field for official financing support for aircraft exports. 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 encourage aircraft purchasers 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 above agreement, financing support by the Brazilian federal government to the potential purchasers of our aircraft will contain similar terms and conditions offered to such purchasers by The Boeing Company, or Boeing, Airbus S.A.S., or Airbus,
Bombardier or any other competitor from a signatory country to the Aircraft Sector Understanding of the OECD. 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 OECDs Aircraft Sector Understanding. 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.

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.

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

From 2004 through 2010, approximately 18.1% 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), or FGE, a special fund linked to the Ministry of Finance and managed by the
BNDES to foster exports. As a government agency, the BNDES relies on funds allocated by the Brazilian national budget. We cannot ensure that the Brazilian federal 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



11



---

##### Table of Contents

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 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$582.4 million
through December 31, 2010. Cash contributions do not have to be refunded by us to the risk-sharing partners if we fulfill certain milestones agreed with our risk-sharing partners. An amount of US$565.6 million of these cash contributions had
become nonrefundable through 2010. 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$16.8 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 are unable to meet certain milestones agreed with our
risk-sharing partners, we may be required to refund cash contributions for which we have not established provisions.

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 may
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 product development subsidies. These
companies also may 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.

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 financial expenses, net item in our statements of income.



12



---

##### Table of Contents

As of December 31, 2010, there was a US$433.0 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 federal government in the future as payment for these liabilities.

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 60-90 seat commercial aircraft in an airlines fleet operated by regional carriers. As a result, our opportunities for near-term growth in the U.S.
regional jet market in the 60-90 seat categories may be limited. The continuation or further tightening of 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 civil aviation products are subject to regulation in Brazil and in each jurisdiction where our customers are
located. The aviation authority in Brazil known as the Agência Nacional de Aviação Civil - ANAC (National Civil Aviation Agency), or Brazilian Aviation Authority, as well as in other countries in which our customers are
located, most notably the U.S. Federal aviation authority, or the FAA, and the European Aviation Safety Agency, or the EASA, must certify our civil aviation products before we can deliver them to our customers in those regions. 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 of a new product
into a new market. Despite our continuous efforts to strictly observe and comply with all certifications and other regulatory requirements, 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.



13



---

##### Table of Contents

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 federal government has frequently intervened in the Brazilian economy and occasionally has made drastic changes in policy
and regulations. The Brazilian federal 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;
| | - |  | ----------



| |  |  | 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 federal 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 was an election year in Brazil and a new president, along with state governors and members of
congress, were 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 7.7% in 2007, 9.8% in 2008 and, although Brazil experienced deflation of 1.7% in
2009, the 2010 annual inflation rate was 11.3%, as measured by the Índice Geral de Preços ao Mercado (General Market Price Index), or IGP-M. Inflation rates in Brazil were on the rise in early 2011. 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.



14



---

##### Table of Contents

Future Brazilian federal 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 revenue and debt is 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 federal 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, 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. In 2010, such rate decreased another 4.3%, a trend that persisted in the first months of 2011. 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 15% of our cost of sales and services 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.

In addition, because taxes on income are largely determined and paid in reaisbased on our Brazilian tax books, the income tax
expense (benefit) line item of our income statement, which has the U.S. dollar as our functional currency, is significantly impacted by appreciations of the real relative to the U.S. dollar to the extent we must record deferred taxes
resulting from exchange rate fluctuations on the reported basis of our nonmonetary assets (principally property, plant and equipment and intangible assets).

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



15



---

##### Table of Contents

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.

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

The Brazilian federal 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 and security programs (whether or not the Brazilian federal government participates in such programs). Moreover,
the Brazilian federal government may have an interest in vetoing transactions that may be in the interests of the holders of our common shares or ADSs. For example, in 2010, we changed our corporate name to Embraer S.A. and altered our bylaws to
allow us to enter the defense and security market segments, which actions required the approval of the Brazilian federal government. We cannot assure you that we will be able to obtain approvals from the Brazilian federal government in the future to
effect important corporate changes, such as those carried out in 2010, or other important corporate changes that may be required in the future.

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



16



---

##### Table of Contents

shareholders shares that exceed the 35% limit, in either case, as required by the Brazilian federal 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
federal 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.

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 proxy cards to such holders. We cannot ensure that ADS holders will receive proxy cards 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.



17



---

##### Table of Contents

The relative illiquidity and volatility 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.

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 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 federal 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,



18



---

##### Table of Contents

we succeeded to all rights and obligations of former Embraer. See Item 4A. 2006 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 and executive aviation and for defense and security 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. In the defense and security market, we offer a line of intelligence, surveillance and reconnaissance aircraft based on the ERJ
145 regional jet platform.

2006 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 (which had been formed under the name of Rio Han Empreendimentos e Participações S.A. and was renamed Embraer-Empresa Brasileira
de Aeronáutica S.A. as a part of our 2006 corporate reorganization) 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.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



19



---

##### Table of Contents

2010 Change of Embraers Legal Name and Change of Scope of the Defense Business Unit

On November 19, 2010, our shareholders approved a change to our corporate name from Embraer  Empresa Brasileira
de Aeronáutica S.A. to Embraer S.A., as well as the addition of capabilities and the broadening of the scope of our defense business unit to allow such business unit to manufacture and trade equipment, materials, systems, software,
accessories and components for the defense, security and energy industries, as well as to perform technical activities and services related to these areas. As a result, our bylaws were amended to reflect the addition of these activities to our
corporate purposes.

Strategic Alliances and Growth Opportunities

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 and defense and security industries, including any members of the groups or companies below.

Strategic Alliances

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, 2011, 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.

AVIC

In April 2011, we entered into a framework agreement with AVIC for the implementation of a Legacy 600/650 production line in China, taking
advantage of the infrastructure, financial resources and workforce of Harbin Embraer Aircraft Industry Company Ltd., or HEAI, our joint venture company with Harbin Aircraft Industry (Group) Co., Ltd. and Hafei Aviation Industry Co., Ltd., both
subsidiaries of AVIC. This industrial cooperation program will focus on the production of the Legacy 600/650 family in China and aims to serve the growing demand of the Chinese executive aviation market.

AEL Sistemas

In April
2011, we and AEL Sistemas, a subsidiary of the Israeli company Elbit Systems Ltd., announced the signature of a strategic agreement with the purpose of evaluating joint exploration prospects for unmanned aerial



20



---

##### Table of Contents

systems (UAS), including the potential creation of a company to explore this segment with a majority participation of our defense and security business unit.

Joint Ventures

HEAI

In December 2002, we formed HEAI, 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 manufacture, sale and after-sale support of the ERJ 145 regional jet family. We own 51% of the equity of HEAI. We have granted HEAI 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 December 31, 2010, Harbin Embraer Aircraft Industry Company Ltd. had secured contracts with five Chinese airlines for a total of 46 ERJ 145 aircraft, 44 of which had
been delivered by December 31, 2010. In October 2007, the 1,000thjet of the ERJ 145 family was delivered by Harbin Embraer Aircraft Industry Co. Ltd.

AIRHOLDINGS

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.

CAE

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.

Liebherr Aerospace

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.

Orbisat

In March 2011, we executed a R$28.5 million contract to purchase a
64.7% stake in the capital stock of the radar business of OrbiSat da Amazônia S.A., or OrbiSat, a Brazilian company that created a radar business in 2002 to develop state-of-the-art technology for air, sea and land remote sensing and aerial
surveillance. The contract must be submitted to the Administrative Board for Economic Defense of Brazil (Conselho Administrativo de Defesa Econômica), or CADE, for antitrust clearance. This is the first acquisition made by our recently
created defense and security business unit.

Atech

In April 2011, we announced the acquisition for R$36 million of 50% of the capital stock of Atech Negócios em Tecnologias S.A., or Atech, with the purpose of increasing our capacity for developing
products and services in the area of Command, Control, Communications, Computer and Intelligence, or C4I, systems and improving our



21



---

##### Table of Contents

capabilities of providing integrated systems for the defense and security, command and control, air defense and air traffic control markets. The acquisition will be submitted to the CADE for
antitrust clearance.

Capital Expenditures (Property, Plant and Equipment and Development)

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

As part of our transition to IFRS, we have started to capitalize the expenditures incurred with product development as non-current
intangible assets on our balance sheet when it is probable that the projects will generate future benefits, taking into account their commercial and technological feasibility, availability of technological and financial resources and only if their
cost can be reliably measured. We will amortize such assets in the form of charges to cost of sales and services on our income statement, based on the total number of estimated aircraft to be delivered for each new product development project. We
also capitalize expenditures with property, plant and equipment as non-current assets on our balance sheet and depreciate such assets in the form of charges to cost of sales and services on our income statement. For information on how we amortize
our intangible assets and depreciate our property, plant and equipment, see Item 5A. Operating and Financial Review and ProspectsOperating ResultsPrincipal Operating Data and Components of our Statement of IncomeCost of Sales
and Services.

Most of our development expenditures are associated with the development of new products either for the
commercial or executive aviation segments. Development expenditures totaled US$162.2 million in 2010 and US$205.3 million in 2009, inclusive of cash contributions from risk-sharing partners. This decrease in development expenditures is a result of
fewer aircraft certifications in 2010, while additional development expenditures were required in 2009 in preparation of the certification of the Phenom 300 in that year.

We also receive funds from risk-sharing partners to fund our cash costs for our commercial and executive aircraft development programs. Cash contributions provided by risk-sharing partners totaled US$
99.4 million in 2010 and US$ 102.2 million in 2009. This reduction in cash contributions from risk-sharing partners in 2010 is a result of fewer such contributions in that year due to the certification of the Phenom 300 and the fulfillment
of other contractual milestones under our risk-sharing arrangements in 2009. This reduction in cash contributions from risk-sharing partners was partially offset by contributions to the Legacy 450/500 program in 2010. See Item 5C. Operating
and Financial Review and ProspectsResearch.

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 property, plant and equipment 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.

Our
total disbursements in capital expenditures related to property, plant and equipment were US$ 73.5 million in 2010 and US$97.1 million in 2009. These investments are related mainly to (1) construction of new facilities and
(2) improvements and modifications to our plants and production facilities for the production of new aircraft models.

In
2011, we expect to invest approximately US$410.0 million in capital expenditures for development and property, plant and equipment. Of this amount, approximately US$210.0 million will be invested in our development activities, exclusive of
contributions of risk-sharing partners, and US$200 million will be invested in property, plant and equipment. The US$200 million capital expenditures to be disbursed in connection with property, plant and equipment are primarily related to
(1) improvements to our existing facilities, (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.

We expect to invest in Brazil approximately 74% of our budgeted US$410.0 million capital expenditures for 2011, most of which will be invested in development activities. The remaining 26% of our capital
expenditures will be invested abroad, mainly on property, plant and equipment at our new industrial facilities in the cities of



22



---

##### Table of Contents

Melbourne, Florida and Evora, Portugal. We do not expect to receive relevant amounts of cash contributions from the risk-sharing partners in 2011.

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.

We do not
incur development expenditures for defense and security programs as those are funded by the Brazilian federal government and other government customers under long-term development contracts.



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

We are
one of the leading manufacturers of commercial aircraft in the world, based on 2010 revenue arising from 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 and security markets and aviation services. Our commercial aviation business accounted for 53.9% of our revenue in 2010. 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 armed forces in Europe, Asia and Latin America. Our defense and security business accounted for 12.5% of our revenue in 2010. 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 21.3% of our revenue in 2010. 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 10.5% of our revenue in 2010. Other related businesses, accounted for 1.8% of our revenue in 2010. For the year ended December 31, 2010, we generated revenue of US$5,364.1 million, of which more than 87.3% was U.S.
dollar-denominated. At December 31, 2010, we had a total firm order backlog of US$15.6 billion, which included 250 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 significant portions of the systems and components of our aircraft and contribute their own funds to 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, development expenditures 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



23



---

##### Table of Contents

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 December 31, 2010, 24.3% 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 December 31, 2010, we had more than 885 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 December 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, the Phenom 300, a light jet and the Lineage 1000, an ultra large jet, and are developing the Legacy 450 and the Legacy 500, executive jets in the mid-light and mid-size categories, respectively. In addition, in 2010 we made the
first delivery of the Legacy 650, a large executive jet that is 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 and Security 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 customer support and services is a key element of our customer focus and it is critical to our ability to maintain long-term relationships with our
customers and keep our products competitive in the market. As the number of our aircraft in operation continues to grow, and our executive aviation business expands, we have further increased our commitment in providing our customers with an
appropriate level of after-sale support, including technical assistance, training, maintenance, spare parts and other related services. This is evidenced, for example, by the expansion of our customer support and services base.

We offer our customers certain facilities for aircraft maintenance, repair and overhaul services, or MROs, around the world. We own and
operate eight MROs, located in the U.S., Portugal, Brazil and France. In addition,



24



---

##### Table of Contents

our network of MROs is also comprised of four authorized third-party centers located in Brazil, the United Kingdom, China and South Africa. For further information on our support and services
network, see Customer Support and Services.

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 Enterprise 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 53.9% of our revenue for the year ended December 31, 2010.

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.

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



25



---

##### Table of Contents

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 the 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 the EASA in June 2006. The EMBRAER
195 was certified by the Brazilian Aviation Authority in June 2006, by the 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.

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
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



26



---

##### Table of Contents

| | 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 and security 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, 2010, our largest customers, by firm orders, were Express
Jet, American Eagle, Northwest Airlines, JetBlue Airways, Flybe, US Airways, Republic Airlines, Azul (the new Brazilian airline founded in 2008), HNA Group, Lufthansa, Air Canada and Regional (a subsidiary of Air France).

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 price option, subject to adjustment based on the same escalation formula. In
addition, our contracts include a product support package to cover the entry into service of our aircraft, as well as a general warranty for such aircraft. 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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 for a more detailed discussion of these provisions.

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



27



---

##### Table of Contents

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, 44 of which had been delivered by December 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
| | - |  | ----------------------------------------------------------------------------------------------------------------



| |  |  | 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:



28



---

##### Table of Contents

| |  |  | 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, and delivered in December 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 2011;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | COMACs ARJ21, a 90- to 105-seat regional jet, with the 90-seat version officially scheduled to enter into service in 2012; 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 and
Security Business

Recently, Embraer added capabilities and broadened the scope of its corporate unit dedicated to the
defense and security market. The creation of the new Embraer defense and security units is an important step towards consolidating Embraer as a key supplier of defense and security solutions for the Brazilian federal government, as well as other
governments worldwide.

We conceive, design, develop, manufacture and support a wide range of integrated solutions for the
defense and security market. Our products include training/light attack aircraft, aerial surveillance platforms, military transport aircraft, government transport aircraft and Command, Control, Communications, Computer, Intelligence, Surveillance
and Reconnaissance systems, or C4ISR systems. We offer a complete portfolio of customer services, ranging from maintenance and material solutions to complete Contractor Logistic Support programs. As of December 31, 2010, we had sold more than
1,150 defense aircraft, including government transport aircraft, to more than 25 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 and security business accounted for 12.5% of our revenue for the year ended December 31, 2010.

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, or AEW&C,
the EMB 145 Multi



29



---

##### Table of Contents

Intel and the EMB 145 Maritime Patrol, or MP. Since its first delivery, a total of 15 such aircraft have been manufactured for the Brazilian, Mexican and Greek Air Forces.

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 C4I 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 executed a contract with the Indian Air Force to sell them three units of our EMB
145 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 Remote Sensing/Airborne Ground Surveillance, or RS/AGS, aircraft is designed to accomplish electronic and reconnaissance missions. It features state-of-the-art sensors for Image Intelligence (IMINT), Signal
Intelligence (SIGINT), and Measurement and Signature Intelligence (MASINT), 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 by using maritime and ground surveillance radar and electro-optical sensors, as well as dedicated communications and surveillance equipment. In the ASW configuration, the EMB 145 MP is designed to carry out anti-submarine warfare
missions. The EMB 145 MP is operational in the Mexican Air Force.

Embraer also develops and integrates state-of-the-art 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 practical example of Embraers contributions to the CS4ISR
field is the definition and development of a datalink protocol delivered to the Brazilian Air Force 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 620 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 federal governments Sistema de Vigilância da Amazônia  SIVAM (System for the Surveillance of the Amazon) program.

The Super Tucano is still one of the highlights of our defense and security business unit due to its versatility, its
excellent performance for training, operational missions and its competitive pricing together with its low operating and maintenance costs. The Super Tucano currently has a backlog of 180 aircraft, and 150 Super Tucanos have been delivered since
this aircraft was launched.

Throughout 2010, 35 Super Tucanos were delivered, six of which to the Brazilian Air Force, six to
the Dominican Republic Air Force, eight to the Chilean Air Force and 15 to the Ecuadorian Air Force. In 2010, we



30



---

##### Table of Contents

delivered the 89thunit out of the 99 Super Tucano backlog with the Brazilian Air Force. We also completed deliveries of 12 units purchased by the Chilean Air Force and eight units purchased by the Dominican Republic Air
Force. Recently, a contract was signed for the sale of eight Super Tucano aircraft to Indonesia, which represents the entry of the Super Tucano in the Asia Pacific market.

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 first flight of the KC-390 prototype is expected to occur in 2014,
and the initial deliveries are expected for 2016. Development expenditures associated with the KC-390 will be borne by the Brazilian Air Force.

The KC-390 development program is ongoing and on schedule. The main industrial partners and suppliers for this project are expected to be selected by mid-2011, when the joint definition phase commences.

The KC-390 program already has 60 purchase intentions: 28 aircraft for the Brazilian Air Force, 12 for the Colombian air
force, six for the Chilean air force, two for the Argentinean air force, two for the Portuguese air force and two for the air force of the Czech Republic.

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 2008, we delivered one Legacy 600 to the Ecuadorian government and in 2009 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. In 2009, Embraer also delivered two ERJ 135s to the Thai Armed Forces for VIP transport and four Phenom 100s to the Pakistani air force. In 2010, two
other aircraft for the transportation of authorities were delivered: an ERJ 135 to the Thai Navy and a Legacy 600 to the government of Panama.

In addition to these governments, our base of customers operating Embraer jets for the transportation of authorities includes Belgium, Greece, Colombia, Angola, Nigeria and India.

Modernization Programs

We offer military aircraft modernization services and we currently have three ongoing programs contracted with the Brazilian Air Force and Brazilian Navy. 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. In 2010, we completed the delivery of 39 upgraded F-5 aircraft. 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.

The third modernization program is to upgrade 12 A-4 Skyhawk
aircraft of the Brazilian Navy with a view to incorporating new technology for these aircrafts including new avionics, radars, power production and autonomous oxygen generating systems.



31



---

##### Table of Contents

Customer Service

In 2010, we continued to develop the training and operation support system to support operators of Super Tucanos, such as the air forces of Chile, Ecuador and the Dominican Republic. These training
programs may include flight simulators, computer-based training, or CBT, Mission Planning Station, or MPS, and Mission Debriefing Station, or MDS. We also provided basic, advanced and instructor training sessions. In addition, in 2010 we provided
training services for Thailand (in connection with the ERJ 145 jet family), Panama (in connection with the Legacy 600) and the Brazilian federal government (in connection with the EMBRAER 190-PR). A new contract of training support was signed in
2010 to support the operation of eight Super Tucanos sold to the Indonesian Air Force.

Competition

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

The Super Tucano competes in the basic/advanced training market with the Pilatus PC-9M (basic) and the 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 the 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: 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 the Lockheed Martin C-130, the Airbus A400M, the Alenia C-27J and the 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. The Legacy 450 and 500 development
program continues on track, with more than 650 employees fully engaged in these projects, and the first flight of the Legacy 500 is planned for the second half of 2011. 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. In 2010, the Legacy 650 received its certification and began operating in November 2010.

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 21.3% of our revenue for the year ended December 31, 2010, resulting from the delivery of 10 Legacy 600/650 jets, 100 Phenom 100 jets, 26 Phenom 300 jets, five Lineage 1000 and three Embraer 190 Shuttle jets. On December 31,
2010, our firm orders in backlog for our executive jets totaled US$4.7 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-



32



---

##### Table of Contents

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 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 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 may 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.

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 fleet of our commercial, executive and defense customers. Activities in this segment include the sale and pool programs of spare parts, maintenance and repair, customer training and other product support services. Revenues for the
aviation services segment accounted for 10.5% of our revenue for the year ended December 31, 2010.

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 pooling programs that allows customers to exchange used parts for new or
refurbished parts and total support programs like our EEC  Embraer Executive Care, a total care program that includes parts exchange and complete service and maintenance packages.

We expect to enhance customer support and services offered to the executive aviation segment. In this respect, we have added four
wholly-owned service centers since 2007, and are revamping the authorized service center network for executive jets. At the end of 2010, we had 38 service centers to support our executive jet fleet. In 2006, we entered into an agreement with CAE to
form a global training joint venture, to 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 provides entitlement training and post-entitlement training for pilots, maintenance technicians and dispatch
personnel. We also plan to continue to invest in parts inventory and logistics worldwide as our executive aircraft fleet continues to grow. In 2010, we expanded our support and services package to the Phenom 300 and the new Legacy 650, and also plan
to offer our services in new regions, particularly in Asia.



33



---

##### Table of Contents

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., or ECC Leasing. 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 1.8% of our revenue for the year ended December 31, 2010.

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, 2010, we had delivered a total of 1,115 of these aircraft, including 40 in 2010. We had no crop duster aircraft in backlog at December 31, 2010.

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 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 in Ireland, has contributed accumulated net income of US$19.2 million
since its inception through December 31, 2010. 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. Since its inception, ECC Leasing and one other Embraer
wholly-owned subsidiary has managed 111 aircraft, of which 30 are currently under operating leases, 36 are currently available or under lease/sale negotiations, eight are currently performing flight tests at Embraer, and 37 were sold to airlines,
corporations and government entities in North America, South America, Asia and Europe. Of the 111 aircraft that have been managed by ECC Leasing and this other Embraer subsidiary, a total of 30 aircraft were acquired in 2010, a year in which ECC
Leasing acquired 25 Citation Ultras as result of the exercise of trade-in options under an agreement executed with NetJets Inc., which were accounted as resale inventories, and another five aircraft from other customers.

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.



34



---

##### Table of Contents

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 will continue to require an adequate financial evaluation by Embraer.

As more pre-owned aircraft begin to trade in the market, Embraer and ECC Leasing 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.

Markets

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



|                              |  |                         |         |  |      |  |         |    
|----------------------------- |  | ----------------------- | ------- |  | ---- |  | ------- | ---
|                              |  | Year ended December 31, |        
|                              |  | 2010                    |         |  | 2009 | 
|                              |  | (in US$ millions)       |        
|Commercial Aviation           |  |                         |         | 
|North America                 |  |                         | 150.9   |  |      |  | 595.4   |    
|Latin America (except Brazil) |  |                         | 417.3   |  |      |  | 149.6   | (1)
|Asia Pacific                  |  |                         | 738.1   |  |      |  | 782.8   |    
|Brazil                        |  |                         | 194.2   |  |      |  | 245.8   |    
|Europe                        |  |                         | 1,297.9 |  |      |  | 1,387.0 |    
|Others                        |  |                         | 90.2    |  |      |  | 221.7   |    
|                              |  |                         |         |  |      |  |         |    
|Total                         |  |                         | 2,888.6 |  |      |  | 3,382.3 |    
|                              |  |                         |         |  |      |  |         |    
|Executive Aviation            |  |                         |         |  |      |  |         |    
|North America                 |  |                         | 269.7   |  |      |  | 309.7   |    
|Latin America (except Brazil) |  |                         | 121.3   |  |      |  | 46.5    |    
|Asia Pacific                  |  |                         | 287.0   |  |      |  | 234.4   |    
|Brazil                        |  |                         | 201.4   |  |      |  | 77.7    |    
|Europe                        |  |                         | 222.2   |  |      |  | 173.4   |    
|Others                        |  |                         | 43.6    |  |      |  | 54.6    |    
|                              |  |                         |         |  |      |  |         |    
|Total                         |  |                         | 1,145.2 |  |      |  | 896.3   |    
|                              |  |                         |         |  |      |  |         |    
|Defense and Security          |  |                         |         |  |      |  |         |    
|North America                 |  |                         | 9.9     |  |      |  | 8.6     |    
|Latin America (except Brazil) |  |                         | 275.3   |  |      |  | 184.7   |    
|Asia Pacific                  |  |                         | 123.1   |  |      |  | 75.3    |    
|Brazil                        |  |                         | 223.6   |  |      |  | 215.3   |    
|Europe                        |  |                         | 1.6     |  |      |  | 10.1    |    
|Others                        |  |                         | 36.3    |  |      |  | 4.8     |    
|                              |  |                         |         |  |      |  |         |    
|Total                         |  |                         | 669.8   |  |      |  | 498.8   |    
|                              |  |                         |         |  |      |  |         |    
|Aviation Services             |  |                         |         |  |      |  |         |    
|North America                 |  |                         | 246.8   |  |      |  | 248.5   |    
|Latin America (except Brazil) |  |                         | 6.3     |  |      |  | 5.5     |    
|Asia Pacific                  |  |                         | 36.6    |  |      |  | 51.1    |    
|Brazil                        |  |                         | 22.5    |  |      |  | 17.0    |    
|Europe                        |  |                         | 223.5   |  |      |  | 248.8   |    



35



---

##### Table of Contents

|                              |  |                         |       |  |      |  |       | 
|----------------------------- |  | ----------------------- | ----- |  | ---- |  | ----- | 
|                              |  | Year ended December 31, |      
|                              |  | 2010                    |       |  | 2009 | 
|                              |  | (in US$ millions)       |      
|Others                        |  |                         | 28.1  |  |      |  | 33.7  | 
|                              |  |                         |       |  |      |  |       | 
|Total                         |  |                         | 563.8 |  |      |  | 604.6 | 
|                              |  |                         |       |  |      |  |       | 
|Other Related Businesses      |  |                         |       |  |      |  |       | 
|North America                 |  |                         | 36.6  |  |      |  | 26.6  | 
|Latin America (except Brazil) |  |                         | 5.6   |  |      |  | 3.7   | 
|Asia Pacific                  |  |                         | 9.5   |  |      |  | 1.8   | 
|Brazil                        |  |                         | 39.0  |  |      |  | 31.9  | 
|Europe                        |  |                         | 2.5   |  |      |  | 16.3  | 
|Others                        |  |                         | 3.5   |  |      |  | 35.5  | 
|                              |  |                         |       |  |      |  |       | 
|Total                         |  |                         | 96.7  |  |      |  | 115.8 | 
|                              |  |                         |       |  |      |  |       | 



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

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 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:



| |  |  | Aernnova Aerospace S.A., or Aernnova, 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;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



36



---

##### Table of Contents

| |  |  | 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
Aernnova, 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., or Parker, 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;
| | - |  | -----------------------------------------------------------



| |  |  | Aernnova, 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
| | - |  | ----------------------------------------------------------------------------------



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



37



---

##### Table of Contents

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$582.4 million through December 31, 2010. Cash contributions become nonrefundable upon the fulfillment of certain developmental milestones. The amount of US$565.6 million of these cash contributions had become nonrefundable through
December 31, 2010. 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$16.8 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 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.
| | - |  | ---------------------------------------------------------------------------

All units mentioned above have the following infrastructure:



38



---

##### Table of Contents

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



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



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



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

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



| |  |  | spare parts customer response center available 24 hours a day, seven days a week;
| | - |  | ---------------------------------------------------------------------------------



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



| |  |  | technical support, known as the Embraer Fleet Technical Center available 24 hours a day, seven days a week;
| | - |  | -----------------------------------------------------------------------------------------------------------



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



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



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



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



| |  |  | other customer maintenance training (such as a mechanic training program offered through major training providers worldwide).
| | - |  | -----------------------------------------------------------------------------------------------------------------------------

In addition, we also have spare parts distribution centers in Louisville, Kentucky and Dubai.

We have established spare parts pooling programs that allows customers to exchange used parts for new or refurbished parts. In addition
to these spare parts pooling programs, 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, the EEC  Embraer Executive Care program for the executive jet customers and a customized Government Center Solution Program to fulfill logistic support
requirements from defense and security customers.

We also own and operate facilities for maintenance, repair and overhaul, or
MROs, around the world, including in:



| |  |  | Nashville, Tennessee;
| | - |  | ---------------------



| |  |  | Alverca, Portugal, that we refer to as OGMA, which we began to operate in March 2005;
| | - |  | -------------------------------------------------------------------------------------



| |  |  | Gavião Peixoto, in the State of São Paulo, Brazil, where we have a dedicated service center for defense customers;
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | São José dos Campos, in the State of São Paulo, Brazil;
| | - |  | -------------------------------------------------------



| |  |  | Fort Lauderdale, Florida;
| | - |  | -------------------------



| |  |  | Mesa, Arizona;
| | - |  | --------------



| |  |  | Le Bourget, France; and
| | - |  | -----------------------



| |  |  | Bradley, Connecticut.
| | - |  | ---------------------



39



---

##### Table of Contents

The first three of the above MROs render services to various types of aircraft, including
executive aircraft, while the last four of the above MROs serve only the executive aircraft fleet.

Our authorized service
center network is also expanding. At December 31, 2010 we had 38 authorized service centers worldwide for our executive jet fleet in operation.

The Embraer network of MROs is expanding with our recent additions of third-party centers that have been authorized by us for the support of the commercial aviation aircraft fleet. These centers are
located in (1) Porto Alegre, in the State of Rio Grande do Sul, Brazil, (2) Exeter, United Kingdom, (3) Tianjin, China (4) Johannesburg, South Africa, through National Airways Corporation, or NAC. There are another six
third-party owned MRO centers around the world currently undergoing our qualification process. We intend to continue providing our customers with high quality customer support by expanding our presence worldwide, both through our own operations and
through agreements with established and reputable authorized service centers.

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 bi-monthly, which aims to develop action plans to allow us to provide effective responses to our clients;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a customer support satisfaction survey performed every other year in order to identify the competitive position of EMBRAER;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------



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



| |  |  | teamwork and systematic identification and integrated action plans to solve problems affecting us, our suppliers and customers;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------



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



| |  |  | the Embraer Operators Conferences that takes place yearly in the various regions of the world where we have customer operators;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



| |  |  | 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
| | - |  | -----------------------------------------------------------------------------------------------------------------------------



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

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 FGE. In addition, 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.

Over the last two years, we
have signed memoranda of understanding with two Chinese leasing companies (CDB Leasing Co. and AVIC Leasing Co.) to support aircraft financing and leasing arrangements for our clients worldwide for US$3.7 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



40



---

##### Table of Contents

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 federal government program, provides Embraers customers with direct financing
under terms that have been more attractive than those associated with customer financings from traditional commercial sources, especially in times of credit shortages. In 2010, 53% of our commercial aviation deliveries were supported by the BNDES,
as compared to 32% in 2009.

Financial markets have improved over the last few months of 2010 and we expect that banks,
leasing companies and capital markets-related sources will resume their important participation in aircraft financing in the coming years. Export credit agencies are expected to continue to play an important role in aircraft financing in 2011,
helping fulfill the financing needs of the commercial aviation industry as a whole.

In 2010, Embraer concluded the first
Pure Cover Brazilian Export Credit Line. With this custom-made structured transaction, the lender benefits from a 100% guarantee issued by the Secretary of Foreign Affairs (Secretaria de Assuntos Internacionais) of the Brazilian
Ministry of Finance, through the Brazilian Export Credit Insurance Agency (Seguradora Brasileira de Crédito à Exportação S.A.), or SBCE, which manages the export credit guarantee system on behalf of the Brazilian
federal government. This financing structure will further enhance the credit available to Embraers customers, since it increases access to international financing institutions, as well as to a broader range of capital markets investors.

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 federal 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, 2010, we had 447 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.

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. 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 type design of aircraft and its manufacturing. 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), 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



41



---

##### Table of Contents

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 and European Union under which the FAA and the EASA 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 validated
by the FAA and/or the EASA, some authorities, such as those in Australia and Mexico, may opt to ratify the product certification instead of running a full domestic validation process. Other countries, such as Canada, require compliance with their
own specific national requirements before certification.

Aircraft certification is a continuous process. The Brazilian
Aviation Authority must approve any change in the type design of any of our aircraft. Significant changes may require a separate validation/certification by other authorities as specified in their regulations and bilateral agreements. 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.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the Legacy 650 executive jet was certified by the Brazilian Aviation Authority in September 2010, by the EASA in October 2010 and the FAA in February
2011.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the EMBRAER 170 was certified by the Brazilian Aviation Authority, the FAA, the 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, the 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 the EASA in June 2006.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the EMBRAER 195 was certified by the Brazilian Aviation Authority in June 2006, the 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 and the EASA in April 2009.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------



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



42



---

##### Table of Contents

| |  |  | the Brazilian Aviation Authority and the FAA certified the Phenom 300 in December 2009 and it was certified by the EASA in April 2010.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------

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 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(renewable
through 2028)
|                                                   |  |                                                              |  |                          
|Le Bourget, France                                 |  | Aircraft maintenance and support center                      |  |                           | 33,500      |  |              | Leased                                                          |                 | 2011                        
|                                                   |  |                                                              |  |                          
|Villepinte, France                                 |  | Representative offices and support center                    |  |                           | 70,202      |  |              | Leased                                                          |                 | 2014                        
|                                                   |  |                                                              |  |                          
|Beijing, China                                     |  | Representative offices                                       |  |                           | 3,444       |  |              | Leased                                                          |                 | 2013                        
|                                                   |  |                                                              |  |                          
|Singapore                                          |  | Representative offices and support center                    |  |                           | 5,910       |  |              | Leased                                                          |                 | 2013                        
|                                                   |  |                                                              |  |                          
|Mesa, Arizona                                      |  | Aircraft maintenance and support center                      |  |                           | 46,500      |  |              | Land isleased.Buildings areleaseholdimprovementsowned byEmbraer |                 | 2026(renewable
through 2036)



43



---

##### Table of Contents

|                           |  |                                                                                      |  |                           |           |  |              |                                                                 |                 |                             
|-------------------------- |  | ------------------------------------------------------------------------------------ |  | ------------------------- | --------- |  | ------------ | --------------------------------------------------------------- | --------------- | ----------------------------
|Location                   |  | Purpose                                                                              |  | ApproximateSquare Footage |           |  | Owned/Leased |                                                                 | LeaseExpiration
|Windsor-Locks, Connecticut |  | Aircraft maintenance and support center                                              |  |                           | 46,500    |  |              | Land isleased.Buildings areleaseholdimprovementsowned byEmbraer |                 | 2026(renewable
through 2036)
|                           |  |                                                                                      |  |                          
|Fort Lauderdale, Florida   |  | Aircraft maintenance and support center                                              |  |                           | 54,000    |  |              | Land isleased.Buildings areleaseholdimprovementsowned byEmbraer |                 | 2030(renewable
through 2035)
|                           |  |                                                                                      |  |                          
|Melbourne, Florida         |  | Assembly facility (under construction)                                               |  |                           | 181,000   |  |              | Land isleased.Buildings areleaseholdimprovementsowned byEmbraer |                 | 2038(renewable
through 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                                                          |                 | 2022                        
|                           |  |                                                                                      |  |                          
|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                                                          |                 | 2016                        



|(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.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In 2008, we announced construction of a new
150,000 square foot state-of-the-art facility that will house a final assembly line  the first Embraer final assembly line in the U.S.  at the Melbourne International Airport in Melbourne, Florida. It will be capable of producing both
the Phenom 100 and the Phenom 300 executive jet models, and includes a paint shop and a delivery and customer design center. This production facility was inaugurated in 2011, and the delivery and customer design center will commence operations in
2011.

In 2008, we also announced plans for implementing two new industrial units dedicated to manufacturing complex airframe
structures, one focused on metallic assemblies and the other on composites, both of which are to be located in the city of Evora, Portugal. The units are scheduled to begin operations in 2012.

For a discussion of our capital expenditures relating to property, plant and equipment, see Item 4A. History and Development of the
CompanyCapital Expenditures (Property, Plant and Equipment and Development).

Production

The manufacture of an aircraft consists of three principal stages: production 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,



44



---

##### Table of Contents

and prefabricated parts. The primary parts are then assembled, 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. 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 December 31, 2010, we were in compliance with our permits. In addition, we adhere internally to international ISO 14000 environmental standards. In 2010 and 2009 we invested US$4.1 million and US$4.5 million, respectively, in
environmental projects and we expect to spend approximately US$2.0 million on environmental projects in 2011 for the modification of existing facilities relating to environmental compliance and improvements.

In addition, certain developments in current or proposed carbon emission reduction laws and regulations could in the future indirectly
affect our business and results. Currently, aircraft manufacturers are not directly affected by existing environmental regulatory framework. However, the International Civil Aviation Organization, through its Environmental Protection Committee,
recently began to develop carbon emission standards for airplanes. The study of these standards is being carried out concurrently with the implementation of local or regional regulations aimed at limiting carbon emissions, such as those adopted by
the European Union, with its emissions market (EU ETS  European Union Emissions Trading System). This system establishes goals for emissions reduction by aviation companies. Depending on the compensatory payments and limits imposed, as well as
on the cost of carbon equivalents, regulations of this nature may impact the growth potential of the air transportation industry as a whole, due to: (1) the internalization of carbon emission-related costs by air transportation companies, which
would reduce their profit margins and, consequently, cut down the demand for new aircraft; or (2) higher price level of air tickets, charged by air transportation companies in an attempt to pass emission-related costs along to their passengers,
who would in turn seek alternative means of transportation, reducing the demand for air travel



45



---

##### Table of Contents

and, as a consequence, causing aircraft sales to decline. The effects of either scenario would likely be a decrease in demand for new aircraft in the affected markets, thereby negatively
affecting our results.

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.

OGMA

During the process of due diligence prior to the acquisition of OGMA, we identified certain industrial processes that did not fully 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 consolidated financial information in this annual report has been prepared in accordance with IFRS as issued by IASB and presented in U.S. dollars, while, for local purposes, our consolidated financial statements are also prepared in
IFRS but are presented in reais. 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 parent company financial statements in accordance with the Brazilian GAAP, presented in reais.



46



---

##### Table of Contents

|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. We believe that from 2010 to 2029 world air travel demand should grow an average of 4% to 5% per year in terms of passenger kilometers flown. Air transportation industry has already shown
signs of recovery from the recent global financial crisis, and we believe that the long-term growth trend may be restored. However, the recent global economic downturn reduced the global demand for air travel in the short term, 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 recent 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 North American and
European markets will remain around 3% and 4%, respectively, 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, as the industry is better positioned in comparison to two years ago, after having undergone significant capacity rationalization and is
experiencing a recent upside revenue trend. 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 beginning to see a recovery of international
passenger and cargo demand. 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.



47



---

##### Table of Contents

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 6,800 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

Due to the global economic slowdown that has affected the executive aviation market since mid-2008, this segment has registered one of the most severe reductions in world sales of its history, surpassing
the impacts caused by the recession of the 1980s and the September 2001 terrorist attacks. The lack of attractive financing alternatives, the high inventory of inexpensive and relatively new pre-owned aircraft, in addition to the uncertainties
surrounding economies worldwide, makes it more difficult to foresee a demand upsurging in the short- to mid-term period. Despite higher than expected corporate profits accumulated in 2010, the North American market has not yet shown significant
signals of substantive continued recovery. We understand that corporations will continue to be more reluctant to spend on travel alternatives, at least in the short term. On the other hand, large fractional operators have renewed their business
plans and, in our view, may soon start a new buying season looking for new aircraft alternatives in order to expand the shrinking fractional market and creating opportunities for new models entering the market. The FAA data regarding fractional
utilization in the U.S. shows that total operations increased more than 16% in the first half of 2010 on a year-over-year basis.

The wave of orders cancellations and postponing are expected to ease during 2011 as sales have already shown some momentum. Also, recovery of the industrys output level is expected to resume in
2011, but market values are believed to remain flat until 2013 within the revenue range of US$15 billion to 17 billion per year. Over the next 10 years, market forecasts indicate that 10,000 aircraft will be sold, totaling US$209.7 billion in the
period,



48



---

##### Table of Contents

well above the planning reference cautiously adopted during 2009. In our post-crisis market perspective, compound annual revenue growth for the executive jet segment from 2011 to 2020 is expected
to reach 6.5%. In terms of units delivered, growth expectancy will reach 5.8%.

In December 2010, the U.S. government reported
a 2.6% increase of its GDP in the third quarter of the same year, suggesting that the recession slowed down during that year, after four negative quarterly GDP growth rates for 2009.

In early 2011, the General Aviation Manufacturers Association reported that the industry delivered 763 business jets during 2010 (12%
less than the previous years output), equivalent to US$18.1 billion, which nevertheless represents a 5.8% higher sales volume in US$ than in 2009, due to a different mix of delivered products having generally higher prices. The expectations
for 2011 are that deliveries will be equivalent in terms of units but there will be a reduction in terms of sales volume in US$. We believe a recovery in the executive jet segment will begin in the second quarter of 2011 and, as a result, executive
jets manufacturers will continue to adjust production capacity and product pricing.

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. In recent years, some aircraft 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 43% of total industry revenue during the next ten years, representing a decrease of five 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-terms. In the medium term, the Chinese market is poised to grow, fueled by the growing consumption levels of
Chinese high net worth individuals and the globalization of Chinese conglomerates.

Our Executive Aircraft

Overview

We continued to make solid progress throughout 2010, 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 2010, we delivered the first Legacy 650, a large executive jet that is positioned in our executive jet portfolio between the Legacy 600 and the Lineage 1000.



49



---

##### Table of Contents

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 450 aircraft during 2010. In addition, since the beginning of its program, we have sold over 20 Lineage 1000 jets
around the world and in 2010 delivered 10 Legacy 600/ 650 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.

Legacy 600 and Legacy 650

In October 2009, we presented the new Legacy 650 jet 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, having a longer range for up to 14 passengers. The Legacy 650 can 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.

Embraer reinforced its presence in several markets by taking part in major aerospace fairs. In January 2010, the
Legacy 600 was put on display at the Singapore Airshow, the largest aviation fair in Asia.

In April 2010, an important
milestone for the development of the Legacy 650 jet was achieved: the certification, by the FAA, of the new highly efficient and more powerful Rolls-Royce AE 3007A2 engines. Cabin noise levels of the Legacy 650 jet 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 with 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.

In October 2010, both the Brazilian
Aviation Authority and the EASA certified the Legacy 650.

In November 2010, the Legacy 650 successfully completed a nonstop
flight from Dubai to London. The aircraft flew, in eight hours, the equivalent of 3,500 nautical miles, taking into account the usual head wind for this route. The flight was performed with 10 occupants (seven passengers and three crew members) on
board of an aircraft with a standard configuration. In the same month, we also displayed the Legacy 650 in the China 2010 Airshow, held in Hula, a city in the Guangdong province. This was the first time this jet was introduced to the Chinese market.

By the end of November 2010, we delivered the first Legacy 650 to Amsair Aircraft Limited, owned by Lord Alan Sugar. The
aircraft will be based at the London Stansted airport in the UK and will be operated by the Titan Airways Executive charter company. The repair and maintenance services will be performed by Inflite, an authorized Embraer service center in the UK.

In December 2010, we delivered the first Legacy 650 in the Middle East. The aircraft was delivered to a undisclosed customer
in Jordan and will be managed, on behalf of the customer, by the charter company Arab Wings, which is also based in Jordan.

The Legacy 600 has entered its ninth 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 24 aircraft spread within the region.

Legacy 600 and
Legacy 650 deliveries declined to 10 units in 2010 from 18 units in 2009 due to the global economic downturn. With a fleet of more than 185 jets in 35 countries, the Legacy 600 holds a 18% market share in the super midsize category.

Legacy 450 and Legacy 500

An estimated US$750 million is expected to be invested in property, plant and equipment and development expenditures 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



50



---

##### Table of Contents

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 August 2010, both the Legacy 450 and 500 received the Brazilian edition of the International Design Excellence Awards (IDEA), the main
international award for excellence in product design, ecodesign, packaging, strategy, research and concepts.

In October 2010,
we started to use an integrated platform known as Iron Bird to test flight controls of both the Legacy 450 and 500. The equipment integrates, in a single bench, equipment and components of the fly-by-wire electronic flight controls system, the
avionics system, the hydraulic system and other interfaces for such aircraft. The Legacy 450/500 Iron Bird was developed by Embraer in a partnership with Parker, our flight controls supplier. The bench will not only permit to test the flight control
system and its integration with other systems, but will also allow the connection to the engine digital control and to the electrical system. The Iron Bird also allows pilots to take part in the test through an aerodynamic model with an integrated
visual system.

Phenom 100 and Phenom 300

In February 2010, we delivered the 100thPhenom 100. The aircraft was delivered to JetSuite, a U.S. charter company. In the same month, we presented the Phenom
100 for the first time in Australia. The aircraft was exhibited in the cities of Adelaide, Melbourne, Canberra, Sydney, Sunshine Coast, Brisbane, Cairns and Darwin.

In May 2010, the Phenom 300 was certified by the EASA. The ceremony was held at the European Business Aviation Convention and Exhibition (EBACE), in Geneva, Switzerland. In the same month, we delivered
the first Phenom 300 to a Brazilian customer.

In July 2010, we delivered more than 150 Phenom 100s around the world, 20
months after the first unit entered into service. As of July 2010, this aircraft had already been certified by 18 civil aviation authorities, including the FAA, the EASA, the Transport Canada Civil Aviation, the Egyptian Civil aviation authority and
the Dominican Institute of Civil Aviation.

In August 2010, the Brazilian Aviation Authority, the FAA and the EASA certified
the Phenom 300 flight simulator. This latest generation simulator is based in Dallas, Texas.

In October 2010, NetJets, the
largest fractional ownership operator in the world, and Embraer executed a sales contract for 50 firm orders of the Phenom 300, including an additional 75 options for this aircraft. The total value of this contract is likely to surpass US$1 billion.
The first deliveries are scheduled to begin in 2013.

By the end of 2010, the Phenom 100 fleet consisted of 200 units
distributed in 24 countries. In the same period, the Phenom 300 fleet was composed of 29 units distributed in eight countries.

Lineage 1000

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. In 2010, we delivered five Lineage 1000 and three Embraer 190 Shuttle aircraft to our executive aviation customers.

In December 2009, we delivered the first Lineage 1000 to Al Jaber Aviation, from Abu Dhabi, a charter operator that already owns a Legacy
600. In addition, the contract accommodates another four units of the Lineage 1000.

In August 2010, the first Lineage 1000
started to operate in the American continent. The customer, Omnilife Group, a food supplements producer in Mexico, will operate the aircraft in charter flights under its services subsidiary company called Omniflys.

In September 2010, the Lineage 1000 successfully completed the longest flight of an Embraer jet. In its first nonstop flight from Mumbai
to London, the aircraft flew 4,015 nautical miles in nine hours and fifteen minutes.



51



---

##### Table of Contents

By the end of 2010, the Lineage 1000 fleet was composed of nine units distributed in four
countries.

Customer Service Centers Network for the Executive Aviation

We have further developed our customer support and services structure to enhance our customers satisfaction in operating our
executive jets. In 2010, we completed several achievements, including certification of five new authorized service centers in India, the United Arab Emirates, Australia, United States of America and Mexico.

We also celebrated the first anniversary of our Executive Jets Service Center in São José dos Campos, Brazil, and expanded
its operation to a larger hangar.

We have reinforced our partnership with Inflite, in UK, by signing an agreement to extend
its maintenance capabilities to the ultra-large Lineage 1000 executive jet.

Our owned service center in Fort Lauderdale and
Mesa in the United States have both received for the second time the FAA Diamond award, a certificate of excellence related to maintenance technician training.

In 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. 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 five owned centers and more than 38 authorized service centers worldwide.

Brazilian Economic
Environment

Despite recent signs of mild economic recovery, the global economic slowdown, including the events negatively
affecting the commercial and executive airline industry and the U.S., has adversely affected the global and Brazilian economies and securities markets, and has 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 federal 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 federal government
has frequently intervened in the Brazilian economy and occasionally made drastic changes in policy and regulations. The Brazilian federal 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 federal 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 federal governments response to such developments.



52



---

##### Table of Contents

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 federal 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.

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.

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 strengthened and 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 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 strengthened and 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 billion as of December 31, 2009), which represented a significant increase relative to the end of 2008.

In 2010, the Brazilian GDP increased 7.5%. The real continued its appreciation trend of 2009, having advanced 4.3% against the
U.S. dollar. Brazilian international reserves were higher in 2010 than in 2009, having increased to US$288.6 billion as of December 31, 2010 from US$239.1 billion as of December 31, 2009.

According to the Focus report published by the Central Bank on February 11, 2011, positive growth of 4.5% is estimated for Brazilian
GDP in 2011 and an inflation rate of 6.33% is expected for the same year.

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:



|                                       |  |      |      |   |      |  |      |      |  |  |       |    |  |      |      |   |  |  |     |  
|-------------------------------------- |  | ---- | ---- | - | ---- |  | ---- | ---- |  |  | ----- | -- |  | ---- | ---- | - |  |  | --- | -
|                                       |  | 2010 |      |   | 2009 |  |      | 2008 |  |  | 2007  |    |  | 2006 |     
|Inflation (General Market Price Index) |  |      | 11.3 | % |      |  | (1.7 | )%   |  |  | 9.8   | %  |  |      | 7.8  | % |  |  | 3.8 | %
|Exchange Rate Variation (R$/US$)       |  |      | 4.3  | % |      |  | 25.5 | %    |  |  | (31.9 | )% |  |      | 17.2 | % |  |  | 8.7 | %



53



---

##### Table of Contents

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 requires management to make estimates and adopt assumptions that affect the reported amounts of
assets and liabilities, the 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 a material impact on the financial statements. 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 and security business segments when benefits and risks of ownership are 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, classified as operating leases on a straight-line basis over
the lease term and, when presenting information by operating segment, we record such rental revenue under the other related businesses line item of our segment reporting.

In the defense and security segment, a significant portion of revenues is derived from long-term development contracts with Brazilian and
foreign governments, for which we recognize revenues based on the percentage-of-completion, or POC, method. These 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. Use of the POC method requires us to estimate the total costs to be incurred on the contracts. Were the total
costs to be incurred to fall by 10% from managements estimates, the amount of revenue recognized in the year would be increased by US$77.4 million and if the total costs were to rise by 10%, the amount of revenue recognized in the year would
be decreased by US$90.8 million.

Revenue under exchange pool programs is recognized monthly over the contract term and
consists 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;
| | - |  | ------------------------------------------------------------------



54



---

##### Table of Contents

| |  |  | 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.

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 and suppliers. 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 historical warranty claims 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 past experience, mainly when a new family of aircraft enters service, which could require us to increase the product warranty reserve. The warranty period is three years for spare parts and five years
for components that are a part of the aircraft when sold.

Guarantees and Trade-in Rights

We may provide 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 provide credit guarantees by analyzing a number of factors, including third-party credit ratings and the estimated obligors borrowing costs.

All guarantee financial contracts, including third-party guarantees, are recorded on Embraers balance sheet at fair value. The accounting policy 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, 2010 and 2009, the value of guarantees recorded by us generated a credit to sales of US$9.5
million and US$16.2 million, respectively. The remeasurement of residual value guarantee contracts generated an expense of US$2.7 million and an income of US$1.1 million in 2009, which were recorded under financial income (expenses) in
our income statements.

Sale of Residual Interests in Aircraft

In structured financing arrangements, 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. Although we have no
equity interests on the SPEs, we control their operations or take a majority interest position in their risks and rewards. Accordingly, the SPEs owned by third parties where we have control are consolidated. When we no longer hold control, the
assets and liabilities related to the aircraft are deconsolidated from our balance sheet.



55



---

##### Table of Contents

We evaluate control over the SPE principally based on a qualitative assessment of the SPE.
This includes a review of the SPEs capital structure, contractual relationships and terms, nature of the SPEs operations and purpose, nature of the SPEs interests issued, and their interests in the entity which either create or
absorb variability. We evaluate the design of the SPE and the related risks the entity and the variable interest holders are exposed to in evaluating consolidation. In limited cases, when it is unclear from a qualitative standpoint if who has
control over the SPE, 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.

Impairment

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 discounted future cash flows of the asset or its net realizable value. Assets are grouped based on families of aircraft, which are our cash-generating units. We use assumptions to determine the expected discounted
cash flows, including the forecasts of future cash flows and the net realizable values, which are based on our best estimate of future sales and operating costs, which depends 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 register the net accounting value of the underlying assets if the sum of the expected future cash flows or
the net realizable value is less than accounting value. These reviews to date have not indicated the need to recognize any impairment.

Fair Value of Financial Instruments

The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. We use our judgment to select a variety of methods and make assumptions that
are mainly based on market conditions existing at the end of each reporting period.

Income Taxes

We are subject to income taxes in numerous jurisdictions. Significant judgment is required in determining the worldwide provision for
income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain. We recognize liabilities based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is
different from the amounts that were initially recorded, such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made.

Because the majority of the our tax basis is in reais and our functional currency is the U.S. dollar, the income tax expense line
item is highly sensitive to the effects of changes in exchange rates particularly from the comparative bases of its nonmonetary assets. As at December 31, 2010, if the real depreciated or appreciated by 10% against the U.S. dollar, the
deferred income tax expense would have increased by approximately US$109.0 million or decreased by US$109.0 million, respectively.

Principal Operating Data and Components of our Statement of Income

Operating Data

The following chart sets forth statistical data for
our deliveries and backlog of 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.



56



---

##### Table of Contents

|                            |  |                                        |          |  |      |     |          | 
|--------------------------- |  | -------------------------------------- | -------- |  | ---- | --- | -------- | 
|                            |  | At and for the year ended December 31, |         
|                            |  | 2010                                   |          |  | 2009 |    
|Commercial Aviation         |  |                                        |          |  |      |     |          | 
|Deliveries                  |  |                                        | 100      |  |      |     | 122      | 
|ERJ 145                     |  |                                        | 6        |  |      |     | 7        | 
|EMBRAER 170                 |  |                                        | 9 / 2    |  |      |     | 22       | 
|EMBRAER 175                 |  |                                        | 8        |  |      |     | 11       | 
|EMBRAER 190(1)              |  |                                        | 58       |  |      |     | 62       | 
|EMBRAER 195                 |  |                                        | 17       |  |      |     | 20       | 
|Defense and Security(2)     |  |                                        |          |  |      |     |          | 
|Deliveries                  |  |                                        | 2        |  |      |     | 7        | 
|Executive Aviation          |  |                                        |          |  |      |     |          | 
|Deliveries                  |  |                                        | 144      |  |      |     | 115      | 
|Other Operating Information |  |                                        |          |  |      |     |          | 
|Total Backlog(in millions)  |  | US$                                    | 15,543.2 |  |      | US$ | 16,634.8 | 



|(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.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Revenue

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. Revenue arising from the sale of commercial and executive aircraft is denominated in U.S. dollars. In 2010, total defense and security revenue included 66.6% of revenue denominated in foreign
currency, predominantly in U.S. dollars, and 34.4% 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 2010, total aviation services revenue included 96.0% of revenue denominated in U.S. dollars and other foreign currencies and 4.0% 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



57



---

##### Table of Contents

project, such as conception, development and design, and engineering, systems integration and customization. These installments are nonrefundable for the most part.

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.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Amortization:Internally-generated intangible assets are amortized in accordance with the estimated sales of the series of aircraft. Intangible
assets acquired from third parties are amortized on straight-line bases over the estimated useful lives of the assets.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

Joint ventures, acquisitions and strategic alliances

Acquisition of 64.7% of the Capital Stock of Orbisats Radar Business

In March 2011, we executed a R$28.5 million contract to purchase a 64.7% stake in the capital stock of the radar business of OrbiSat. In
2002, Orbisat created a radar business to develop state-of-the-art technology for air, sea and land remote sensing and aerial surveillance. The contract must be submitted to the CADE for antitrust clearance. This is the first acquisition made by our
recently created defense and security business unit.

Framework Agreement with AVIC

In April 2011, we entered into a framework agreement with AVIC for the implementation of a Legacy 600/650 production line in China, taking
advantage of the infrastructure, financial resources and workforce of HEAI, our joint venture company with Harbin Aircraft Industry (Group) Co., Ltd. and Hafei Aviation Industry Co., Ltd., both subsidiaries of AVIC. This industrial cooperation
program will focus on the production of the Legacy 600/650 family in China and aims to serve the growing demand of the Chinese executive aviation market.

Strategic Agreement with AEL Sistemas

In April 2011, we and AEL Sistemas,
a subsidiary of the Israeli company Elbit Systems Ltd., announced the signature of a strategic agreement with the purpose of evaluating joint exploration prospects for unmanned aerial systems (UAS), including the potential creation of a company to
explore this segment with a majority participation of our defense and security business unit.



58



---

##### Table of Contents

Acquisition of 50% of the Capital Stock of Atech Negócios em Tecnologias S.A.

In April 2011, we announced the acquisition for R$36 million of 50% of the capital stock of Atech Negócios em Tecnologias S.A. with
the purpose of increasing our capacity for developing products and services in the area of C4I systems and improving our capabilities of providing integrated systems for the defense and security, command and control, air defense and air traffic
control markets. The acquisition will be submitted to the CADE for antitrust clearance.

Backlog

Overview

As compared to
our firm order back-log at December 31, 2010, our backlog for the commercial aviation, executive aviation and defense and security segments increased by US$0.4 billion during the first quarter of 2011, totaling US$16.0 billion at March 31,
2011, which included 270 firm orders for commercial aircraft. In addition, during the first quarter of 2011 we received 44 new orders for commercial jets, delivered 20 commercial aircraft and experienced four cancellations in the commercial aviation
segment. In the referred three-month period, we also delivered eight aircraft to the executive aviation market.

We continue
to implement improvements to our industrial processes, reaffirming the commitment made to our shareholders, customers and suppliers. We currently maintain our estimates to deliver 102 commercial aircraft, 100 light executive jets and 18 large
executive jets during 2011.

Sales of Embraer 190 jets to KLM Cityhopper

In April 2011, we entered into a contract with KLM Cityhopper, a regional subsidiary of KLM Royal Dutch Airlines, confirming the purchase
of five Embraer 190 jets originally optioned in August 2007. The initial deliveries of this new order are scheduled to take place in the first half of 2012. With this new order, KLM Cityhoppers fleet of Embraer 190 jets will expand to 22
aircraft. KLM Cityhopper still retains options to purchase another two Embraer 190 jets.

Sales of Embraer 190 jets to Hebei Airlines

In April 2011, we entered into a contract with Hebei Airlines Co., an affiliate of the state-owned Hebei Aviation
Investment Group, for the sale of ten Embraer 190 jets, the first deliveries of which are scheduled for September 2012. In addition, Hebei Airlines Co. retains purchase options for an additional five Embraer 190 jets.

Sales of Embraer 190 jets to CDB Leasing Co., Ltd.

In April 2011, we entered into a contract with CDB Leasing Co., Ltd., or CDB, confirming the purchase of a second batch of ten Embraer 190 jets, as a follow-on order to an earlier agreement entered into
in January 2011. In addition, a letter of intention was signed for a third batch of ten Embraer 190 jets which, if confirmed, will bring CDBs total order of the Embraer 190 jets to 30 aircraft. The 30 Embraer 190 jets ordered by CDB will be
operated by China Southern Airlines Co. Ltd. The initial deliveries of the Embraer 190 jets sold to CDB are scheduled to take place in the second half of 2011.

Modernization of 11 Additional F-5 Jet Fighters

In April 2011, our defense
and security unit and the Brazilian Air Force signed a contract to modernize 11 additional F-5 jet fighters and to supply one more flight simulator for these fighters as a continuation of the contract signed in 2000. These additional aircraft,
recently acquired by the Brazilian Air Force, will receive the same configuration as those from the initial 46 F-5 jets currently completing their upgrade process. The first delivery of this second batch of upgraded jets is scheduled for 2013.

Results of Operations

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



|                         |  |                         |         |  |      |  |         | 
|------------------------ |  | ----------------------- | ------- |  | ---- |  | ------- | 
|                         |  | Year ended December 31, |        
|                         |  | 2010                    |         |  | 2009 | 
|                         |  | (in US$ millions)       |        
|Revenue                  |  |                         |         | 
|Commercial aviation      |  |                         | 2,888.6 |  |      |  | 3,382.3 | 
|Executive aviation       |  |                         | 1,145.2 |  |      |  | 896.3   | 
|Aviation services        |  |                         | 563.8   |  |      |  | 604.6   | 
|Defense and security     |  |                         | 669.8   |  |      |  | 498.8   | 
|Other related businesses |  |                         | 96.7    |  |      |  | 115.108 | 
|                         |  |                         |         |  |      |  |         | 
|Total                    |  |                         | 5,364.1 |  |      |  | 5,497.8 | 



59



---

##### Table of Contents

|                                                   |  |                         |          |   |      |  |          |  
|-------------------------------------------------- |  | ----------------------- | -------- | - | ---- |  | -------- | -
|                                                   |  | Year ended December 31, |         
|                                                   |  | 2010                    |          |   | 2009 | 
|                                                   |  | (in US$ millions)       |         
|Cost of sales and services                         |  |                         |          |   |      |  |          |  
|Commercial aviation                                |  |                         | (2,425.5 | ) |      |  | (2,808.8 | )
|Executive aviation                                 |  |                         | (966.4   | ) |      |  | (737.4   | )
|Aviation services                                  |  |                         | (403.5   | ) |      |  | (427.4   | )
|Defense and security                               |  |                         | (483.9   | ) |      |  | (383.2   | )
|Other related businesses                           |  |                         | (58.8    | ) |      |  | (71.6    | )
|                                                   |  |                         |          |   |      |  |          |  
|Total                                              |  |                         | (4,338.1 | ) |      |  | (4,428.4 | )
|Gross profit                                       |  |                         |          |   |      |  |          |  
|Commercial aviation                                |  |                         | 463.1    |   |      |  | 573.5    |  
|Executive aviation                                 |  |                         | 178.8    |   |      |  | 158.9    |  
|Aviation services                                  |  |                         | 160.3    |   |      |  | 177.2    |  
|Defense and security                               |  |                         | 185.9    |   |      |  | 115.6    |  
|Other related businesses                           |  |                         | 37.9     |   |      |  | 44.2     |  
|                                                   |  |                         |          |   |      |  |          |  
|Total                                              |  |                         | 1,026.0  |   |      |  | 1,069.4  |  
|Operating expenses                                 |  |                         |          |   |      |  |          |  
|Commercial aviation                                |  |                         | (222.5   | ) |      |  | (455.4   | )
|Executive aviation                                 |  |                         | (119.4   | ) |      |  | (63.3    | )
|Aviation services                                  |  |                         | (147.1   | ) |      |  | (80.6    | )
|Defense and security                               |  |                         | (96.1    | ) |      |  | (58.6    | )
|Other related businesses                           |  |                         | (49.2    | ) |      |  | (32.1    | )
|                                                   |  |                         |          |   |      |  |          |  
|Total                                              |  |                         | (634.3   | ) |      |  | (690.0   | )
|                                                   |  |                         |          |   |      |  |          |  
|Operating profit before financial income (expense) |  |                         | 391.7    |   |      |  | 379.4    |  
|                                                   |  |                         |          |   |      |  |          |  

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



|                                                   |  |                                       |          |   |      |  |       |   |  |  |          |   |  |  |       |  
|-------------------------------------------------- |  | ------------------------------------- | -------- | - | ---- |  | ----- | - |  |  | -------- | - |  |  | ----- | -
|                                                   |  | Year ended December 31,               |         
|                                                   |  | 2010                                  |          |   | 2009 | 
|                                                   |  | (in US$ millions, except percentages) |         
|Consolidated Statements of Income                  |  |                                       |          |  
|Revenue                                            |  |                                       | 5,364.1  |   |      |  | 100.0 | % |  |  | 5,497.8  |   |  |  | 100.0 | %
|Cost of sales and services                         |  |                                       | (4,338.1 | ) |      |  | 80.9  |   |  |  | (4,428.4 | ) |  |  | 80.5  |  
|                                                   |  |                                       |          |   |      |  |       |   |  |  |          |   |  |  |       |  
|Gross profit                                       |  |                                       | 1,026.0  |   |      |  | 19.1  |   |  |  | 1,069.4  |   |  |  | 19.5  |  
|Operating income (expense)                         |  |                                       |          |   |      |  |       |   |  |  |          |   |  |  |       |  
|Administrative                                     |  |                                       | (197.5   | ) |      |  | 3.7   |   |  |  | (191.3   | ) |  |  | 3.5   |  
|Selling                                            |  |                                       | (374.1   | ) |      |  | 7.0   |   |  |  | (304.6   | ) |  |  | 5.5   |  
|Research                                           |  |                                       | (72.1    | ) |      |  | 1.3   |   |  |  | (55.6    | ) |  |  | 1.0   |  
|Other operating (expense) income, net              |  |                                       | 9.4      |   |      |  | 0.2   |   |  |  | (138.5   | ) |  |  | 2.5   |  
|                                                   |  |                                       |          |   |      |  |       |   |  |  |          |   |  |  |       |  
|Operating profit before financial income (expense) |  |                                       | 391.7    |   |      |  | 7.3   |   |  |  | 379.4    |   |  |  | 6.9   |  
|Financial expenses, net                            |  |                                       | 17.5     |   |      |  | 0.3   |   |  |  | 10.2     |   |  |  | 0.2   |  
|Foreign exchange gain (loss), net                  |  |                                       | (1.1     | ) |      |  |      |   |  |  | (68.8    | ) |  |  | 1.3   |  
|                                                   |  |                                       |          |   |      |  |       |   |  |  |          |   |  |  |       |  
|Profit before taxes on income                      |  |                                       | 408.1    |   |      |  | 7.6   |   |  |  | 320.8    |   |  |  | 5.8   |  
|Income taxes expense (benefit)                     |  |                                       | (62.7    | ) |      |  | 1.2   |   |  |  | 158.1    |   |  |  | 2.9   |  
|                                                   |  |                                       |          |   |      |  |       |   |  |  |          |   |  |  |       |  
|Net income                                         |  |                                       | 345.4    |   |      |  | 6.4   |   |  |  | 478.9    |   |  |  | 8.7   |  
|                                                   |  |                                       |          |   |      |  |       |   |  |  |          |   |  |  |       |  
|Attributable to:                                   |  |                                       |          |   |      |  |       |   |  |  |          |   |  |  |       |  
|Owners of Embraer                                  |  |                                       | 330.2    |   |      |  | 6.2   |   |  |  | 465.2    |   |  |  | 8.5   |  
|Noncontrolling interest                            |  |                                       | 15.2     |   |      |  | 0.2   |   |  |  | 13.7     |   |  |  | 0.2   |  



60



---

##### Table of Contents

2010 Compared with 2009

Revenue

Revenue decreased 2.4% to US$5,364.1 million in 2010 from
US$5,497.8 million in 2009. Revenue in the commercial aviation segment decreased 14.6% to US$2,888.6 in 2010 from US$3,382.3 million in 2009. Revenue in the executive aviation segment increased 27.8% to US$1,145.2 in 2010 from US$896.3 million in
2009. Revenue from aviation services segment decreased 6.8% to US$ 563.8 in 2010 from US$604.6 million in 2009. Defense revenue increased 34.3% to US$669.8 in 2010 from US$498.8 million in 2009. Other related businesses revenue decreased 16.5% to
US$96.7 in 2010 from US$115.8 million in 2009.

The decrease in revenue in the commercial aviation revenue is primarily a
consequence of reduced deliveries in this segment in 2010. We delivered 100 commercial aircraft in 2010 as compared to 122 aircraft in that segment in 2009, a decrease of 22 commercial aircraft, or 18%. The decrease in the number of deliveries in
the commercial aviation segment in 2010 reflects the effects of the recent financial crisis and its ongoing impacts on the global airline business, which in turn affected demand for commercial aircraft. The increase in executive aviation revenue
resulted from a 25.2% increase in deliveries of executive jets in 2010, or 29 jets, to 144 executive jets in 2010 (including 10 Legacy 600/650, 100 Phenom 100, 26 Phenom 300 and five Lineage 1000 and three Embraer 190 Shuttle) from 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 2010, revenues in aviation services decreased due to an unusual reduction in demand for maintenance
services provided by our OGMA centers and for training services. We believe this reduced demand for OGMA services in 2010 is an isolated event and we do not expect it to become a trend in the foreseeable future. The increase in defense revenue is
mainly a result of an atypical delivery schedule for Super Tucanos in 2010, resulting in more Super Tucanos being delivered in that year than in previous years.

Cost of Sales and Services

Cost of sales decreased 2.0% to US$4,338.1
million in 2010 from US$4,428.4 million in 2009, in line with the 2.4% decrease in revenue during 2010. Cost of sales and services as a percentage of revenue increased slightly to 80.9% in 2010 from 80.4% in 2009.

Cost of sales and services in the commercial aviation segment decreased 13.6% to US$2,425.5 million in 2010 from US$2,808.8 million in
2009, in line with the reduction in sales for this segment, since most of our commercial aviation costs are variable. Cost of sales and services in the executive aviation segment increased 31.1% to US$966.4 million in 2010 from US$737.4 million in
2009. This increase in cost of sales and services at a higher rate than the increase in revenue in the executive aviation segment is mainly a result of the addition of new aircraft (particularly the Phenom 300) 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. An increase in deliveries of the Lineage 1000 and Embraer 190 shuttle also contributed
to the increase in cost of sales and services in the executive aviation segment. Cost of sales and services from aviation services decreased 5.6% to US$403.5 million in 2010 from US$427.4 million in 2009, almost in line with the decrease in revenue
from in that business segment as a result of reduced utilization of our OGMA centers. Cost of sales and services in the defense segment increased 26.3% to US$483.9 million in 2010 from US$383.2 million in 2009, which is also a result of higher Super
Tucano deliveries in 2010. Cost of sales and services in other related businesses decreased 17.9% to US$58.8 million in 2010 from US$71.6 million in 2009 in line with the decrease in revenue from that business segment.

Gross Profit

As a
result of the foregoing, factors our gross profit decreased 4.1% to US$1,026.0 million in 2010 from US$1,069.4 million in 2009. Our gross margin slightly decreased to 19.1% in 2010 from 19.5% in 2009.



61



---

##### Table of Contents

Operating Income (Expense)

As further explained below, operating expense decreased 8.1% to US$634.3 million in 2010 from US$690.0 million in 2009. Operating expenses as a percentage of revenue decreased to 11.8% in 2010 from
12.6% in 2009.

Administrative. Administrative expenses increased slightly, 3.2%, to US$197.5 million in 2010 from
US$191.3 million in 2009. This increase is mainly caused by increased costs associated with the appreciation of the realagainst the U.S. dollar, which were partially offset by cost reduction attributable to more efficient administrative
routines.

Research. Research expenses increased 29.7% to US$72.1 million in 2010 from US$55.6 million in 2009. This
increase is explained mainly because research projects entered into experimental stages, which demand more resources.

Selling. Selling expenses increased 22.8% to US$374.1 million in 2010 from US$304.6 million in 2009. This increase is due mainly
to Embraers efforts to take advantage of market improvements to generate sales, and as our worldwide fleet continued to grow through 2010, mainly in the executive aviation market, its customer support infrastructure was scaled upwards to
support such fleet growth.

Other operating (expense) income, net. Other operating (expense) income, net increased to
net other operating income of US$9.4 million in 2010 from net other operating expense of US$138.5 million in 2009, mainly due to the fact that in 2010 there was no similar charge against income as the US$103 million provision made by us in
connection with the MESA Air Group bankruptcy Chapter 11 filling in January 2010 for which the impairment charge was recorded in 2009. See Note 32 to our audited consolidated financial statements.

Operating Profit before financial income (expense)

As a result of the foregoing factors, operating profit increased 3.2% to US$391.7 million in 2010 from US$379.4 million in 2009. Our operating margin increased to 7.3% in 2010 from 6.9% in 2009.

Financial Expense, Net

Financial expense, net, increased to net financial income of US$17.5 million in 2010 compared to net financial income of US$10.2 million in 2009, a 71.6% increase in net financial income, primarily as a
result of (1) the effective management of our indebtedness, resulting in a 66.9% decrease in our short-term loans and financings to a weighted averaged of US$235.6 million in short-term loans and financings during 2010 from a weighted average
of US$711.4 million during 2009, thereby further reducing our financial expenses in 2010, (2) the appreciation of the real relative to the U.S. dollar in 2010, which enhanced our financial income from our investment of
real-denominated cash and cash equivalents in 2010 and (3) higher interest rates in Brazil in 2010 which provided additional financial income on our investments of our cash and cash equivalents.

Foreign Exchange Gain (Loss), Net

Foreign exchange loss, net decreased to US$1.1 million in 2010 from a net foreign exchange loss of US$68.8 million in 2009, reflecting net foreign exchange rate changes on monetary assets and liabilities
denominated in other currencies which are translated into our functional currency, the U.S. dollar.

Profit Before Taxes on Income

As a result of the foregoing factors, profit before taxes on income increased 27.2% to US$408.1 million in 2010 from
US$320.8 million in 2009.

Income Taxes Benefit (Expense)

Income taxes represented an expense of US$62.7 million in 2010 compared to a tax credit of US$158.1 million in 2009, mainly as a result of the effects of foreign exchange changes on our nonmonetary
assets.



62



---

##### Table of Contents

Our effective tax rate increased to 15.4% in 2010 compared to an effective tax credit rate
of 49.3% of our profit before taxes on income in 2009.

Net Income

As a result of the foregoing factors, our net income after taxes decreased 27.9% to US$345.4 million in 2010 from US$478.9 million in
2009. As a percent of revenue, net income after taxes decreased to 6.4% in 2010 from 8.7% in 2009.



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

Overview

Our liquidity
needs arise principally from research, 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) further 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.

Net Cash Provided by Operating Activities and Working Capital

In 2010, net cash provided by operating activities was US$873.8 million compared to net cash provided by operating
activities of US$3.6 million in 2009. The increase in the inflow of cash from operating activities in 2010 is primarily a result of a reduction in financial assets variations (especially U.S.-indexed investments), a reduction in inventory and an
increase in trade accounts payable.

We had a working capital of US$2,594.1 million at December 31, 2010 and US$2,892.1
million at December 31, 2009. Our working capital needs decreased in 2010, for the same reasons that explain the increase in cash inflow from operating activities in 2010, as previously explained.

Net Cash Used in Investing Activities

In 2010, net cash used in investing activities was US$288.3 million compared to net cash used in investing activities of US$378.0 million in 2009.

We experienced an outflow of cash to investing activities in 2010 mainly as a result of a decrease in investments in intangible assets
and property, plant and equipment.

Net Cash Used in Financing Activities and Total Debt

In 2010, net cash used in financing activities was US$802.2 million compared to net cash used in financing activities of US$23.9 million
in 2009. During 2010, we raised new financings of US$942.8 million compared to new



63



---

##### Table of Contents

borrowings of US$1,474.6 million in 2009. Furthermore, we also repaid US$1,583.4 million of our indebtedness in 2010 compared to debt repayments in the aggregate amount of US$1,498.5 million in
2009. In 2010, we distributed 161.6 in interest on shareholders equity or dividends compared to no such distributions in 2009. In 2010, like in 2009, we did not spend any amounts in connection with share buyback programs.

At December 31, 2010, we had total debt of US$1,434.8 million under our financing arrangements described below, 94.9% of which was
long-term debt and 5.1% of which consisted of short-term debt. In comparison, we had total debt of US$2,058.3 million at December 31, 2009, consisting of 71.2% of long-term debt. Our total debt decreased in 2010 in comparison with 2009 largely
due to short term debts payments and the renegotiation, in September 2010, of the our standby syndicated credit line. The renegotiation involved the prepayment of US$250 million borrowed in March and April 2009, which was originally scheduled to
expire in March and April 2011, respectively.

Credit Facilities and Lines of Credit

Long-term Facilities

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, 2010, US$385.7
million was outstanding (US$10.4 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 December 31, 2010,
Embraer had repurchased and canceled 19,908 (5.0%) of these bonds, totaling US$15.2 million, with a 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 2015. As of December 31, 2010, we had outstanding US$51.7 million under our credit facilities with the FINEP,
of which US$14.4 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 IFRS financial statements.

In August and September 2009 and August 2010, we entered into
various credit agreements with the BNDES for a long-term pre-export credit financing. At December 31, 2010, we have US$331.4 million outstanding under these arrangements, bearing a fixed interest rate of 4.5% per annum with final maturity
on June 17, 2013. 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 IFRS financial statements.

In October 2009, Embraer Overseas issued US$500 million 6.375% guaranteed notes due 2020 and, as of December 31, 2010, US$503.2
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



64



---

##### Table of Contents

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.

In September 2010, we renegotiated a standby credit agreement that we had entered into in August 2006 with Banco BNP Paribas, as
administrative agent for the lenders, in an aggregate amount of US$1.0 billion, divided into two tranches. Drawdowns from each tranche are repayable in full in two years from the borrowing date. The first tranche, a secured export finance with a two
year availability period expiring in September 2012, has not yet been disbursed and provides for US$400.0 million in loans for our exports. This secured export finance will bear interest at a rate equal to LIBOR plus 1.65% per annum for each
applicable interest period. The second tranche, a working capital credit facility with a two-year availability period expiring in September 2012, has also not yet been disbursed and provides for US$600.0 million in working capital loans. This
working capital credit facility will bear interest at a rate equal to LIBOR plus 1.85% per annum for each applicable interest period. The unused portion of the export finance is subject to a commitment fee of 60 basis points and the unused
portion of the working capital credit facility is subject to a commitment fee of 70 basis point, in both cases per annum for each applicable period in which we have unused funds. We record such commitment fees a financial expense. This standby
credit agreement contains 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 federal government
imposes restrictions on foreign exchange transactions, only disbursements under the export finance 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.

We have various other
long-term loans and credit agreements with aggregate outstanding borrowings of US$7.6 million at December 31, 2010. See Note 19 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 and (2) a minimum net debt service coverage ratio, calculated as EBITDA to financial
expenses, of 2.25:1. 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, 2010, we were in compliance with all restrictive covenants contained in our financing agreements.

At December 31, 2010, US$111.8 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$72.6 million at December 31, 2010.
See Note 19 to our audited consolidated financial statements for further information on our short-term financing arrangements.

Accounting
Pronouncements Not Yet Adopted

The following standards and amendments to the existing standards have been issued and are
mandatory for accounting periods beginning on or after January 1, 2011 and for subsequent periods. These standards and amendments have not been early adopted by us.

In November 2009, the IASB issued a new accounting standard on Financial Instruments, or IFRS 9. This standard is the first step in the process of substitution of IAS 39 Financial
Instruments: Recognition and Measurement. IFRS 9 introduces new requirements for classification and measurement of financial assets and will probably affect our accounting for our financial assets. This new accounting standard applies as from
January 1,



65



---

##### Table of Contents

2013, but may be adopted earlier. We are analyzing the impact of this accounting pronouncement on our financial statements.

In November 2009, the IASB issued a revised accounting standard on Related Parties Disclosures, or IAS 24 (revised), which
replaces IAS 24, issued in 2003. IAS 24 (revised) is mandatory for periods beginning on or after January 1, 2011. Full or partial early adoption is permitted. The revised standard clarifies and simplifies the definition of related parties and
eliminates the requirement for governmental entities to disclose details of all their transactions with the government and other government-related entities. We are analyzing the impact of this accounting pronouncement on our financial statements.

In October 2009, the IASB published an amendment to Classification of Rights Issues, or IAS 32 (amended). This
amended accounting standard is applicable for annual periods beginning on or after February 1, 2010, but earlier application is permitted. The amendment addresses the accounting for rights issues denominated in a currency other than the
functional currency of the issue. Provided certain conditions are complied with, these share rights are now classified as equity, irrespective of the currency in which the exercise price is denominated. Previously, the shares had to be accounted for
as derivative liabilities. The amendment applies retroactively, pursuant to IAS 8 Accounting Policies, Changes in Accounting. Estimates and Errors. We do not expect the adoption of this amendment have a material impact on our
consolidated financial position or results of operations.

The IFRS Interpretations Committee, or IFRIC, published an
interpretation on Extinguishing Financial Liabilities with Equity, or IFRIC 19, that has been in force since July 10, 2010. The interpretation addresses the accounting by an entity when the terms of a financial liability are
renegotiated and this results in the entity issuing equity instruments to a creditor to extinguish all or part of the financial liability (i.e., conversion of the debt). This requires recognition of any gain or loss in profit or loss, which
is measured as the difference between the book value of the financial liability and the fair value of the equity instruments issued. If the fair value of the financial instruments issued cannot be reliably measured, the equity instruments should be
measured to reflect the fair value of the financial liability extinguished. We will apply this interpretation from January 1, 2011. This interpretation is not expected to have any impact on our financial statements.

In May 2009, the IASB issued amendments to the accounting standards on Prepayment of Minimum Funding Requirements, or IFRIC
14. The amendments correct an unintended consequence of IFRIC 14: IAS 19 The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction. Without the amendments, entities would not be permitted to recognize
as an asset prepayments of minimum funding contributions. This was not the intention on issuing IFRIC 14, and the amendments correct this. The amendments come into effect for annual periods beginning January 10, 2011. Earlier application is
permitted. The amendments should be applied retroactively to the first comparative period presented. We do not expect the adoption of these amendments to have a material impact on our consolidated financial position or results of operations.



|5C. | Research
|--- | --------

We incur
research expenses related to the creation of new technologies that may be applied to our aircraft in the future. Such expenses are not associated with any particular aircraft and include the implementation of quality assurance initiatives,
improvements to the productivity of production lines and studies to determine the latest developments in technology and quality standards. Under IFRS, research costs are expensed as incurred in the research line item of our statement of income.

Research expenses totaled US$72.1 million in 2010 and US$55.6 million in 2009. This increase in research expenses in 2010 is
a result of a larger number of research projects that entered into their experimental stages in 2010, thereby demanding more research resources.

In 2011, we expect to invest approximately US$90.0 million in our research activities.

For information on our capital expenditures, comprising investments in development and property, plant and equipment, see Item 4A. Information on the CompanyHistory and Development of the
CompanyCapital Expenditures (Property, Plant and Equipment and Development).



66



---

##### Table of Contents

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

The
following table summarizes our order book for the commercial aviation segment at December 31, 2010. Our total firm order backlog at that date, including executive jets and defense aircraft, was US$15.6 billion (US$16.0 billion as of March 31,
2011).



|                    |  |            |     |  |         |  |     |            |  |  |                   |  |  |  |     | 
|------------------- |  | ---------- | --- |  | ------- |  | --- | ---------- |  |  | ----------------- |  |  |  | --- | 
|Commercial Aviation |  | FirmOrders |     |  | Options |  |     | Deliveries |  |  | Firm OrderBacklog | 
|EMB 120 Brasília    |  |            | 352 |  |         |  |    |            |  |  | 352               |  |  |  |    | 
|ERJ 135             |  |            | 108 |  |         |  |    |            |  |  | 108               |  |  |  |    | 
|ERJ 140             |  |            | 74  |  |         |  |    |            |  |  | 74                |  |  |  |    | 
|ERJ 145             |  |            | 708 |  |         |  |    |            |  |  | 706               |  |  |  | 2   | 
|EMBRAER 170         |  |            | 191 |  |         |  | 40  |            |  |  | 181               |  |  |  | 10  | 
|EMBRAER 175         |  |            | 173 |  |         |  | 276 |            |  |  | 133               |  |  |  | 40  | 
|EMBRAER 190         |  |            | 478 |  |         |  | 353 |            |  |  | 321               |  |  |  | 157 | 
|EMBRAER 195         |  |            | 105 |  |         |  | 51  |            |  |  | 64                |  |  |  | 41  | 

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

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   |                   |  |  |  | 



67



---

##### Table of Contents

|                              |  |             |     |  |           |  |     |                   |  |  |   | 
|----------------------------- |  | ----------- | --- |  | --------- |  | --- | ----------------- |  |  | - | 
|Customer                      |  | Firm Orders |     |  | Delivered |  |     | Firm OrderBacklog | 
|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  |  |           |  | 23  |                   |  |  | 2 | 
|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  |                   |  |  |  | 
|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 |  |           |  | 706 |                   |  |  | 2 | 
|                              |  |             |     |  |           |  |     |                   |  |  |   | 

EMBRAER 170:



|                                      |  |             |     |  |           |  |     |                   |  |  |    | 
|------------------------------------- |  | ----------- | --- |  | --------- |  | --- | ----------------- |  |  | -- | 
|Customer                              |  | Firm Orders |     |  | Delivered |  |     | Firm OrderBacklog | 
|Alitalia (Italy)                      |  |             | 6   |  |           |  | 6   |                   |  |  |   | 
|BA CityFlyer (UK)                     |  |             | 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  |  |           |  | 9   |                   |  |  | 1  | 
|Jetscape (USA)                        |  |             | 1   |  |           |  | 1   |                   |  |  |   | 
|Lot Polish (Poland)                   |  |             | 6   |  |           |  | 6   |                   |  |  |   | 
|Petro Air (Libya)                     |  |             | 2   |  |           |  | 2   |                   |  |  |   | 
|Regional (France)                     |  |             | 10  |  |           |  | 10  |                   |  |  |   | 
|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 |  |           |  | 181 |                   |  |  | 10 | 



68



---

##### Table of Contents



|(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   |                   |  |  |   | 
|Flybe (UK)               |  |             | 35  |  |           |  |    |                   |  |  | 35 | 
|Gecas (USA)              |  |             | 5   |  |           |  | 5   |                   |  |  |   | 
|Jetscape (USA)           |  |             | 1   |  |           |  | 1   |                   |  |  |   | 
|Lot Polish (Poland)      |  |             | 12  |  |           |  | 12  |                   |  |  |   | 
|Northwest Airlines (USA) |  |             | 36  |  |           |  | 36  |                   |  |  |   | 
|Oman Airlines            |  |             | 5   |  |           |  |    |                   |  |  | 5  | 
|Republic Airlines (USA)  |  |             | 54  |  |           |  | 54  |                   |  |  |   | 
|Royal Jordanian (Jordan) |  |             | 2   |  |           |  | 2   |                   |  |  |   | 
|TRIP (Brazil)            |  |             | 5   |  |           |  | 5   |                   |  |  |   | 
|Suzuyo (Japan)           |  |             | 2   |  |           |  | 2   |                   |  |  |   | 
|                         |  |             |     |  |           |  |     |                   |  |  |    | 
|Total                    |  |             | 173 |  |           |  | 133 |                   |  |  | 40 | 
|                         |  |             |     |  |           |  |     |                   |  |  |    | 



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

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 Lease (USA)              |  |             | 10  |  |           |  |   |                   |  |  | 10 | 
|Air Moldova (Moldova)        |  |             | 1   |  |           |  | 1  |                   |  |  |   | 
|Augsburg (Germany)           |  |             | 2   |  |           |  | 2  |                   |  |  |   | 
|Austral (Latin América)      |  |             | 20  |  |           |  | 9  |                   |  |  | 11 | 
|Azul (Brazil)                |  |             | 5   |  |           |  | 5  |                   |  |  |   | 
|BA CityFlyer (UK)            |  |             | 7   |  |           |  | 5  |                   |  |  | 2  | 
|Copa (Panama)                |  |             | 15  |  |           |  | 15 |                   |  |  |   | 
|Finnair (Finland)            |  |             | 13  |  |           |  | 10 |                   |  |  | 3  | 
|Gecas (USA)                  |  |             | 24  |  |           |  | 24 |                   |  |  |   | 
|HNA Group (China)            |  |             | 50  |  |           |  | 31 |                   |  |  | 19 | 
|JetBlue (USA)                |  |             | 102 |  |           |  | 48 |                   |  |  | 54 | 
|ECC (Ireland) (1)            |  |             | 1   |  |           |  | 1  |                   |  |  |   | 
|Jetscape (USA)               |  |             | 8   |  |           |  | 4  |                   |  |  | 4  | 
|KLM (Holland)                |  |             | 17  |  |           |  | 17 |                   |  |  |   | 
|Kunpeng (China)              |  |             | 5   |  |           |  | 5  |                   |  |  |   | 
|LAM (Republic of Mozambique) |  |             | 3   |  |           |  | 2  |                   |  |  | 1  | 
|Lufthansa (Germany)          |  |             | 9   |  |           |  | 9  |                   |  |  |   | 
|M1 Travel (Lebanon)          |  |             | 8   |  |           |  | 8  |                   |  |  |   | 
|NAS Air (Saudi Arabia)       |  |             | 10  |  |           |  | 2  |                   |  |  | 8  | 
|NIKI (Austria)               |  |             | 7   |  |           |  | 5  |                   |  |  | 2  | 
|Regional (France)            |  |             | 10  |  |           |  | 10 |                   |  |  |   | 
|Republic (USA)               |  |             | 6   |  |           |  |   |                   |  |  | 6  | 
|Taca (El Salvador)           |  |             | 11  |  |           |  | 10 |                   |  |  | 1  | 
|TAME (Ecuador)               |  |             | 3   |  |           |  | 3  |                   |  |  |   | 



69



---

##### Table of Contents

|                         |  |             |     |  |           |  |     |                   |  |  |     | 
|------------------------ |  | ----------- | --- |  | --------- |  | --- | ----------------- |  |  | --- | 
|Customer                 |  | Firm Orders |     |  | Delivered |  |     | Firm OrderBacklog | 
|Trip (Brazil)            |  |             | 2   |  |           |  |    |                   |  |  | 2   | 
|US Airways (USA)         |  |             | 27  |  |           |  | 25  |                   |  |  | 2   | 
|Virgin Blue (Australia)  |  |             | 18  |  |           |  | 15  |                   |  |  | 3   | 
|Virgin Nigeria (Nigeria) |  |             | 10  |  |           |  | 2   |                   |  |  | 8   | 
|Undisclosed              |  |             | 11  |  |           |  |    |                   |  |  | 11  | 
|                         |  |             |     |  |           |  |     |                   |  |  |     | 
|Total                    |  |             | 478 |  |           |  | 321 |                   |  |  | 157 | 
|                         |  |             |     |  |           |  |     |                   |  |  |     | 



|(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)            |  |             | 36  |  |           |  | 16 |                   |  |  | 20 | 
|Flybe (UK)               |  |             | 14  |  |           |  | 14 |                   |  |  |   | 
|Gecas (USA)              |  |             | 7   |  |           |  | 7  |                   |  |  |   | 
|Globalia (Spain)         |  |             | 12  |  |           |  | 9  |                   |  |  | 3  | 
|Royal Jordanian (Jordan) |  |             | 2   |  |           |  | 2  |                   |  |  |   | 
|Lufthansa (Germany)      |  |             | 29  |  |           |  | 15 |                   |  |  | 14 | 
|Montenegro (Montenegro)  |  |             | 1   |  |           |  | 1  |                   |  |  |   | 
|Undisclosed              |  |             | 4   |  |           |  |   |                   |  |  | 4  | 
|                         |  |             |     |  |           |  |    |                   |  |  |    | 
|Total                    |  |             | 105 |  |           |  | 64 |                   |  |  | 41 | 
|                         |  |             |     |  |           |  |    |                   |  |  |    | 

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.

For example, 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 40 to our audited consolidated financial statements for additional information on our responsibilities and commitments. In addition, see Item 3D. Key InformationRisk FactorsRisks Relating to Embraer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.

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. 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. In 2010, we were required to accept 29 aircraft for trade-in, of which 25 were Citation Ultra acquired as result of the exercise of trade-in options under an
agreement executed with NetJets Inc. At December 31, 2010 we were subject to trade-in options relating to 18 aircraft as a



70



---

##### Table of Contents

result of new sales. In 2010, we entered into 15 new trade-in aircraft options. Our obligation to take back the three other aircraft which are subject to trade-in options is directly tied to
contractual obligations with customers and subject to such customers actually taking delivery of certain new aircraft. See Note 40 to our audited consolidated financial statements for further information on our trade-in options.

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. 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.

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                                                          |  | 2010              |         |   | 2009 | 
|                                                                     |  | (in US$ millions) |        
|Maximum financial guarantees                                         |  |                   | 1,133.9 |   |      |  | 1,248.4 |  
|Maximum residual value guarantees                                    |  |                   | 743.4   |   |      |  | 770.8   |  
|Mutually exclusive exposure(1)                                       |  |                   | (393.9  | ) |      |  | (393.9  | )
|Provisions and liabilities recorded                                  |  |                   | (143.4  | ) |      |  | (154.1  | )
|                                                                     |  |                  
|Off-balance sheet exposure                                           |  |                   | 1,340.0 |   |      |  | 1,471.2 |  
|Estimated proceeds from performance guarantees and underlying assets |  |                   | 1,255.9 |   |      |  | 1,478.4 |  



|(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.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As discussed in Note 15 of our audited consolidated financial statements, as of December 31, 2010 and December 31, 2009, we
maintained escrow deposits in the total amount of US$263.6 million and US$308.9 million,



71



---

##### Table of Contents

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$1,340.0 million as of December 31, 2010. For further discussion of these responsibilities and commitments, see Note 40 to our audited consolidated financial statements.

At December 31, 2010, we had US$263.6 million deposited in escrow accounts as collateral for financing and residual value guarantees
of certain aircraft sold by us. 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 or lease of the covered aircraft (based on resale value as of December 31, 2010) and from other offsetting collections, such as cash deposits, would be US$1,255.9 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, 2010, we had US$97.0 millions of our US$236.6 million escrow accounts deposits invested in 14-year structured notes. 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.

Residual value guarantees typically guaranteee to the aircraft purchaser that, at the maturity of the financing of the purchased aircraft, 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 10thyear 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 17% 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, 2010.



72



---

##### Table of Contents

|                               |  |                   |         |  |                 |  |         |             |  |  |             |  |  |                  |       |  |  |  |         | 
|------------------------------ |  | ----------------- | ------- |  | --------------- |  | ------- | ----------- |  |  | ----------- |  |  | ---------------- | ----- |  |  |  | ------- | 
|Contractual Obligations        |  | Total             |         |  | Less than1 year |  |         | 1  3 years |  |  | 3  5 years |  |  | More than5 years |      
|                               |  | (in US$ millions) |        
|Loans and interest             |  |                   | 1,947.7 |  |                 |  | 131.8   |             |  |  | 546.7       |  |  |                  | 136.1 |  |  |  | 1,133.1 | 
|Pension fund                   |  |                   | 188.7   |  |                 |  | 24.6    |             |  |  | 36.5        |  |  |                  | 36.5  |  |  |  | 91.1    | 
|Capital lease obligations      |  |                   | 4.3     |  |                 |  | 1.7     |             |  |  | 2.6         |  |  |                  |      |  |  |  |        | 
|Operating leases               |  |                   | 28.6    |  |                 |  | 4.0     |             |  |  | 4.7         |  |  |                  | 2.1   |  |  |  | 17.8    | 
|Purchase obligations           |  |                   | 750.2   |  |                 |  | 750.2   |             |  |  |            |  |  |                  |      |  |  |  |        | 
|Non recourse and recourse debt |  |                   | 470.3   |  |                 |  | 111.9   |             |  |  | 219.0       |  |  |                  | 21.3  |  |  |  | 118.1   | 
|Customer advances              |  |                   | 991.6   |  |                 |  | 779.4   |             |  |  | 162.1       |  |  |                  | 47.9  |  |  |  | 2.2     | 
|Contribution from suppliers    |  |                   | 16.8    |  |                 |  | 15.8    |             |  |  | 1.0         |  |  |                  |      |  |  |  |        | 
|Financial guarantees           |  |                   | 219.5   |  |                 |  | 95.0    |             |  |  | 36.7        |  |  |                  | 43.1  |  |  |  | 44.7    | 
|Other liabilities              |  |                   | 786.4   |  |                 |  | 353.2   |             |  |  | 318.6       |  |  |                  | 85.4  |  |  |  | 29.2    | 
|                               |  |                   |         |  |                 |  |         |             |  |  |             |  |  |                  |       |  |  |  |         | 
|Total                          |  |                   | 5,404.1 |  |                 |  | 2,267.0 |             |  |  | 1,327.9     |  |  |                  | 372.4 |  |  |  | 1,436.2 | 
|                               |  |                   |         |  |                 |  |         |             |  |  |             |  |  |                  |       |  |  |  |         | 

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, 2010. This floating rate exposure is managed through derivatives operations. See Item 11. Quantitative and Qualitative Disclosures About Market Risk.

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 liabilities include taxes and payroll charges payable in the total amount of
US$532.8 million at December 31, 2010. 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 three to five members and an equal number of alternates. Our administrative bodies must hold eight ordinarily scheduled meeting a year.

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 eight 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 federal 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



73



---

##### Table of Contents

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 26, 2011.



|                                 |  |     |    |  |          |                                         |                   |     
|-------------------------------- |  | --- | -- |  | -------- | --------------------------------------- | ----------------- | ----
|Name                             |  | Age |    |  | Position |                                         | Year FirstElected
|Maurício Novis Botelho           |  |     | 68 |  |          | Chairman of the Board of Directors      |                   | 2000
|Sérgio Eraldo de Salles Pinto    |  |     | 46 |  |          | Member of the Board of Directors        |                   | 2009
|Cecília Mendes Garcez Siqueira   |  |     | 53 |  |          | Member of the Board of Directors        |                   | 2009
|Wilson Carlos Duarte Delfino     |  |     | 64 |  |          | Member of the Board of Directors        |                   | 2004
|Aprígio Eduardo de Moura Azevedo |  |     | 60 |  |          | Member of the Board of Directors        |                   | 2010
|Israel Vainboim                  |  |     | 66 |  |          | Member of the Board of Directors        |                   | 2009
|Ingo Plöger                      |  |     | 61 |  |          | Member of the Board of Directors        |                   | 2010
|Hermann Wever                    |  |     | 74 |  |          | Vice-chairman of the Board of Directors |                   | 2006
|Samir Zraick                     |  |     | 70 |  |          | Member of the Board of Directors        |                   | 2006
|Paulo Cesar de Souza Lucas       |  |     | 51 |  |          | Member of the Board of Directors        |                   | 1999
|Claudemir Marques de Almeida     |  |     | 58 |  |          | 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 Embraer 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 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 Chairman of the decision-making council
of the ANABBPREV pension fund, Vice-Chairman of the Board of Directors of CPFL Energia, a major Brazilian energy company, and also a teacher at the MBA program of IBMEC, in Rio de Janeiro. She was Executive Officer of Business Planning and a board
member of the Caixa de Assistência dos Funcionários do Banco do Brasil (Banco do Brasil Employees Pension Fund), or PREVI, from 2002 to 2004. She was also a board member of Neoenergia, a Brazilian renewable energy company, from 2002 to
2005. Mrs. Siqueira earned an undergraduate degree in Education from the University of



74



---

##### Table of Contents

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 has a Masters degree in Administration from IBMEC-RJ. In 2009, she earned an
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. Since 2009 he has been serving as the Chairman of the Board of Directors of Embraer
Prev, the pension fund of Embrers employees. From September 1993 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. Mr. Delfino was also Adjunct and Full Professor of the Production Engineering program of the São Carlos School of Engineering of the University of São Paulo. He has an
undergraduate degree in mechanical engineering from the Federal School of Engineering in Rio de Janeiro, Brazil, a masters degree in operational research from Cornell University, a master of science degree in system analysis from the National
Institute for Space Research in São José dos Campos, Brazil and a PhD degree in operations research and statistics from Case Western Reserve University. He is a certified board member by the Brazilian Institute of Corporate Governance
(Instituto Brasileiro de Governança Corporativa IBGC).

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 Paraná (PUC). He was Chief of Sections of Doctrine and Education of Air
Force 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, 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. He was also Commander of the Group of Special Transport, Chief of the Commission of Coordination of the
Protection System of the Amazon region, General Office of Strategic Affairs and Finance of the Brazilian Air Force, Chief of the Brazilian Air Force Procurement Commission in Washington, Chief of the Section Logistics Protection of the General Staff
of the Brazilian Air Force and President of the Coordinating Commission of the Aircraft Combat Program, Chief of the Parliamentary Advice of the Commander of the Brazilian Air Force, Commander of the Fourth Regional Air Command, Chief of Staff of
the Commander of the Brazilian Air Force and today serves as Secretary of Finance and Economics of the Brazilian Air Force.

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., 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 a member of the Fiscal Council of the Albert Einstein Hospital in São Paulo. He is also a member of the Board
of the House of Culture of Israel in São Paulo, a member of the International Advisory Council of General Atlantic Partners, located in New York, New York, Chairman of the Board of Usinas Siderurgicas de Minas Gerais S.A. (Usiminas), a
leading flat steel manufacturer, since April 2010, a member of the Consulting Board of GVT S.A. and a member of the Consulting Board of Stanford Graduate School of Business. 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.

Ingo Plöger.Mr. Plöger is an independent member of the Board of Directors of Embraer. He is President of IP Desenvolvimento Empresarial e Institucional Ltda. and President of the
Business Council of Latin America



75



---

##### Table of Contents

(CEAL). He is also the General Coordinator of: (1) the German-Brazilian Economic Meeting (a position he has held for over 25 years), (2) the Bilateral Commission on Investments in
Infrastructure, Logistics & Energy, and (3) the Bilateral Commission on Investments in Agribusiness, all of which are established by the German-Brazilian Chamber of Commerce. In addition, Mr. Plöger is the President of the
Board of Directors of Robert Bosch Latin America, a Director of the Brazilian Agribusiness Association, a member of the Advisory Board of INVESTE SÃO PAULO (the São Paulo State Investment and Competitiveness Promotion Agency), a member
of the Strategic Board of the Brazilian Association of Infrastructure and Basic Industries (ABDIB), a member of the International Advisory Board of Robert Bosch Industrietreuhand KG, a member of the Board of the shipping line Hamburg Süd and of
the World Trade Center (WTC), and a Commander of the Order of Rio Branco. Mr. Plöger joined Kienbaum Consultores in 1978, where he became general manager and partner. In 1993, he assumed the position of CEO of Companhia Melhoramentos de
São Paulo and was later appointed Chairman of the Board of Directors of Melpaper, a company in the Melhoramentos publishing group. He was President of the German-Brazilian Chamber of Commerce and Industry for two four-year terms, President of
the Integrated Board of the German Chambers in Brazil and President of the Alliance of German Chambers in Mercosur. Since 2003, he has been the Co-Chairman of the Mercosur European Business Forum, succeeding Minister Luiz Fernando Furlan. He was
part of the staff of the Ministry of Development, Industry and Foreign Trade from 2004 to 2005, acting as General Director for Investments of the Brazilian Trade and Investment Promotion Agency (Apex). He was also responsible for the coordination of
the Investments Conferences of the Presidency of Brazil in 2005, a member of the Brazilian Business Coalition (CEB) and its Strategic Board, a member of the Council of Social Politics of Instituto Roberto Simonsen of FIESP and the Coordinator of the
Inter-Chambers Carbon Credit Committee (CARBON TRADE).

Hermann Wever.Since 2006, Mr. Wever has been a
independent member of Embraers Board of Director, of which he is the current Vice-President. Mr. Wever earned undergraduate degrees in civil and electrical engineering from Mackenzie University and a graduate business degree from
Fundação Getulio Vargas. He started his career at the industrial division of General Electric, where he successively spearheaded the lighting, domestic appliances and heavy equipment divisions. In 1979, he implemented a joint venture
between General Electric and Villares (Vigesa), which brought hydrogenation technology from GE Canada to Brazil. In 1980, he joined Siemens do Brasil as Vice-President of the Energy Division. In 1987, he was appointed Siemens CEO, a position
he held until his retirement in 2001. Mr. Wever was President of the Consulting Board of Siemens Ltda. from 2001 to 2009. Currently, he is president of Wever Assessoria Empresarial. He has been awarded the Ordem do Rio Branco from the Brazilian
Ministry of Foreign Affarirs and the Cross of the Order of Merit from the Federal Republic of Germany.

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, LLX Logística S.A., a Brazilian logistics company and
OSX Brasil S.A., a Brazilian company engaged in the construction of a large shipyard in the state of Rio de Janeiro.

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.



76



---

##### Table of Contents

Committees

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



| |  |  | Strategy Committee: which may have up to four members, but has no executive power. The primary purpose of the Strategic Committee is to assist
the Board of Directors in its functions. The acting and the alternate members of our Board of Directors and Board of Executive officers may serve on this committee. The Strategic Committees responsibilities include aiding the Board of
Directors in the formulation of our strategic planning. The current members of the Strategic Committee are Maurício Novis Botelho, Hermann Wever, Israel Vainboim and Cecília Mendes Garcez Siqueira.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Risk Committee: which may have up to four members, but has no executive power. The primary purpose of the Risk Committee is to assist the Board
of Directors in its functions. The acting and the alternate members of our Board of Directors and Board of Executive officers may serve on committee. The Risk Committees responsibilities include validation and submission to the Board of
Directors of guidelines for risk policy and verification of risk management policies compliance. The current members of the Risk Committee are Maurício Novis Botelho, Cecília Mendes Garcez Siqueira, Israel Vainboim and Sergio Eraldo de
Salles Pinto.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 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, Ingo Plöger, Wilson Carlos Duarte Delfino and Sérgio Eraldo de Salles Pinto.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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

In the event an executive officer serves in more than one Committee, he will only be entitled to receive the compensation corresponding
to the higher paying position.

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.

The vote of at least seven members of our Board of Directors is 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



77



---

##### Table of Contents

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 current executive
officers as of the date of this annual report:



|                                     |  |     |    |  |          |                                                                          |                   |     
|------------------------------------ |  | --- | -- |  | -------- | ------------------------------------------------------------------------ | ----------------- | ----
|Name                                 |  | Age |    |  | Position |                                                                          | Year FirstElected
|Frederico Pinheiro Fleury Curado     |  |     | 49 |  |          | President and Chief Executive Officer                                    |                   | 1995
|Mauro Kern Junior                    |  |     | 50 |  |          | Executive Vice-President  New Programs, Airline Market                  |                   | 2007
|Luis Carlos Affonso                  |  |     | 51 |  |          | Executive Vice-President  Executive Aviation                            |                   | 2006
|Emílio Kazunoli Matsuo               |  |     | 58 |  |          | Executive Vice-President  Strategic Planning and Technology Development |                   | 2009
|Artur Aparecido V. Coutinho          |  |     | 62 |  |          | Executive Vice-President  Chief Operating Officer                       |                   | 2005
|Luiz Carlos Siqueira Aguiar          |  |     | 48 |  |          | Chief Executive Officer  Embraer Defense and Security                   |                   | 2006
|Flávio Rímoli                        |  |     | 52 |  |          | Executive Vice-President  General Counsel                               |                   | 2007
|Horácio Aragonés Forjaz              |  |     | 59 |  |          | Executive Vice-President  Corporate Affairs                             |                   | 1998
|Antônio Júlio Franco                 |  |     | 62 |  |          | Executive Vice-President  Personnel Planning and Development            |                   | 2007
|Cynthia Marcondes Ferreira Benedetto |  |     | 45 |  |          | Executive Vice-President and Chief Financial Officer                     |                   | 2010

Frederico Pinheiro
Fleury Curado.On April 23, 2007, Mr. Curado was appointed Embraers President and CEO. Mr. Curado was our Executive Vice-President, Airline Market from September 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 management positions at Embraer in the areas of manufacturing, production, information technology and subcontracts. Mr. Curado holds a
Bachelors degree in Mechanical 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 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).

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



78



---

##### Table of Contents

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 technician in charge. 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 2011, Mr. Aguiar was appointed Chief Executive Officer, Embraer Defense and Security.
He was our Chief Financial Officer from January 2009 to December 2010. From January 2006 to December 2008, 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. From February 2003 to December 2005, he was appointed to represent Previ on the Board of Directors of various companies, including Embraer. From April 2004 to 2005, he was appointed to
represent PREVI on the Board of Directors of Embraer. He was a member of Board of Directors of SBCE, a Brazilian insurance company, from May 2001 to February 2003, and since 2003 he is Vice-Chairman of the Board of CPFL and member of the Finance
Committee of CVRD. He was Director of Banco do Brasil from August 2000 to February 2003, and Manager of Banco do Brasil in New York from February 1997 to August 2000.

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.

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. Since April 2010, Mr. Franco is
responsible for supporting the Chief Executive Officer in his corporate action with respect to policies and guidelines associated with people, succession processes for all key positions, compensation strategy, executive compensation, and for
supporting the Board of Directors and its Human Resources Committee on people related issues, and on Integration in Brazil and abroad with respect to Human resources. 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.



79



---

##### Table of Contents

Cynthia Marcondes Ferreira Benedetto. Mr. Bennedetto was appointed in 2010
(effective January 1, 2011) to her current position as Executive Vice-President and Chief Financial Officer. She is an economist and holds a post-graduate degree in financial administration and auditing, and has MBA in Financial Management from
Fundação Getulio Vargas. She has been working at Embraer since 1986 in the financial area. From 2000 to 2010, she was a Financial Officer, responsible for conducting Embraers financial strategy. She also was member of the
Superior Board of BB Previdência from 2001 to 2003.



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

Overview

Our executive officers, directors and fiscal council members are entitled to fixed compensation. In addition, our executive officers are
eligible to participate in our executive profit sharing plan, which provides them with variable compensation that is based on their and the Companys performance and is limited to 2% of our net income for the year.

For the fiscal year ended December 31, 2010, 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 US$18.6 million: US$2.1 million to members of the Board of Directors, US$0.4 million to members of the Conselho Fiscal and
US$16.1 million to the executive officers. More than half of the compensation paid to our executive officers in 2010 was paid as variable compensation.

In addition, in 2010, we contributed 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, 2010, 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.

Our Board of Directors had made a proposal to be voted at our annual shareholders meeting to be held on April 26, 2011 for a maximum amount of R$48 million to be approved as the aggregate
compensation for our directors and executive officers. Our Board of Directors has proposed to our annual shareholders meeting that the monthly compensation of our Conselho Fiscal members be R$10,000.00 per member, except that R$15,000.00 per
month is payable to the member of the Conselho Fiscal who qualifies as an audit committee financial expert.

In
addition, at March 31, 2011, our board members and executive officers owned an aggregate of 1,786,246 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 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 exercised in 2010.



80



---

##### Table of Contents

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 December 31, 2010, our executive officers owned options to purchase an aggregate of
3,605,000 shares of our common stock at a weighted average exercise price of R$10.19 per share. None of such options owned by our executive officers had vested as of December 31, 2010, and shall, therefore, vest as follows: (1) 20% on
April 30, 2011; (2) 30% on April 30, 2012; and (3) 50% on April 30, 2013. The latest exercise date for all options granted under this second stock option plan is April 30, 2015. Our directors are not eligible for this
stock option plan.

Employee 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 IFRS, 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 IFRS, 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 2010 and 2009 fiscal years, we distributed US$41.3 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, 2010 and 2009 were US$22.8 million and US$16.0 million, respectively. For more information on our post-retirement benefits, see Note 27 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 on April 26, 2011 to approve our financial statements for the fiscal year ended December 31, 2010.



81



---

##### Table of Contents

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 us 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.



82



---

##### Table of Contents

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 three to 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 FirstElected
|Ivan Mendes do Carmo(1)                  |  |     | 48 |  |          | Effective member |                   | 2008
|Tarcísio Luiz Silva Fontenele            |  |     | 48 |  |          | Alternate        |                   | 2001
|Alberto Carlos Monteiro dos Anjos(2)     |  |     | 48 |  |          | Effective member |                   | 2007
|Carlos Alexandre Miyahira                |  |     | 35 |  |          | Alternate        |                   | 2010
|Taiki Hirashima(3)                       |  |     | 70 |  |          | Effective member |                   | 2004
|Clemir Carlos Magro                      |  |     | 63 |  |          | Alternate        |                   | 2010
|Adolpho Gonçalves Nogueira               |  |     | 75 |  |          | Effective member |                   | 2010
|Maria de Jesus Tapia Rodriguez Migliorin |  |     | 53 |  |          | Alternate        |                   | 2008
|Eduardo Coutinho Guerra                  |  |     | 44 |  |          | Effective member |                   | 2007
|Leandro Giacomazzo                       |  |     | 51 |  |          | 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, |       
|                                    |  | 2010            |        |  | 2009 | 
|Production Process                  |  |                 | 8,541  |  |      |  | 8,704  | 
|Research and Development            |  |                 | 3,373  |  |      |  | 2,401  | 
|Customer Support                    |  |                 | 3,026  |  |      |  | 2,928  | 
|Administrative  Production Support |  |                 | 2,453  |  |      |  | 2,088  | 
|Administrative  Corporate          |  |                 | 1,491  |  |      |  | 2,507  | 
|                                    |  |                 |        |  |      |  |        | 
|Total                               |  |                 | 18,884 |  |      |  | 18,628 | 
|                                    |  |                 |        |  |      |  |        | 

Approximately 85.43% of our workforce is employed in Brazil. Most of our technical staff is trained at
leading Brazilian engineering schools, including 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 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 95.5% at December 31, 2010. We believe that relations with our employees are good.



83



---

##### Table of Contents

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 US$61.3
million.

As of December 31, 2010, Embraer had a workforce of approximately 18,884 employees, which includes the
employees of our consolidated joint ventures and subsidiaries OGMA and HEAI.



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

At
December 31, 2010, our board members and executive officers owned an aggregate of 1,786,246 of our common shares. None of the officers or directors individually own more than 1% of the outstanding common shares.

As of December 31, 2010, our executive officers owned options to purchase an aggregate of 3,605,000 shares of our common stock at a
weighted average exercise price of R$10.19 per share.

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, 2011. 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, 2011.



|                                              |  |               |             |  |     |  |        | 
|--------------------------------------------- |  | ------------- | ----------- |  | --- |  | ------ | 
|                                              |  | Common Shares |            
|                                              |  | Shares        |             |  | (%) | 
|PREVI(1)                                      |  |               | 88,771,001  |  |     |  | 11.99  | 
|Oppenheimer Funds(2)                          |  |               | 66,627,036  |  |     |  | 9.00   | 
|Thornburg Investment Management(3)            |  |               | 46,829,768  |  |     |  | 6.32   | 
|Bozano Group(4)                               |  |               | 43,771,787  |  |     |  | 5.91   | 
|BNDESPAR(5)                                   |  |               | 39,762,489  |  |     |  | 5.37   | 
|União Federal/Brazilian Federal Government(6) |  |               | 1           |  |     |  |       | 
|Shares in company treasury                    |  |               | 16,800,000  |  |     |  | 2.27   | 
|Officers and directors as a group             |  |               | 1,786,246   |  |     |  | 0.24   | 
|Others (São Paulo Stock Exchange)             |  |               | 172,668,040 |  |     |  | 23.32  | 
|Others (NYSE)                                 |  |               | 263,448,676 |  |     |  | 35.58  | 
|Total                                         |  |               | 740,465,044 |  |     |  | 100.00 | 



|(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 federal government.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | 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,
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



84



---

##### Table of Contents

| | separately managed accounts, investment management for institutions, hedge fund products, qualified retirement plans and subadvisory investment-management services.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Thornburg Investment Management is an employee-owned investment management company based in Santa Fe, New Mexico, with assets under management of over US$52 billion (as
of December 31, 2010). The firm manages six equity funds, nine bond funds and separate portfolios for select institutions and individuals.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | 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.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | BNDESPAR is a wholly-owned subsidiary of Banco Nacional de Desenvolvimento Econômico e SocialBNDES, the government-owned national development bank of
Brazil.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | 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, 2011, we had 27,616 holders of common shares, including common shares
in the form of ADSs. On March 31, 2011, an aggregate of 376,905,480 common shares, including common shares in the form of ADSs, were held by 154 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, 2011, 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 federal 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 debt financing through technology development institutions such as the FINEP and the BNDES;
| | - |  | -----------------------------------------------------------------------------------------------------------------



| |  |  | 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 federal 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 federal 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 15 to our audited consolidated financial statements.



85



---

##### Table of Contents

A Significant Customer (Brazilian Air Force)

The Brazilian federal government, principally through the Brazilian Air Force, has been a significant customer of Embraer since its
inception. For the year ended December 31, 2010, the Brazilian federal government accounted for 4.2%, or US$223.6 million, of our total revenue. In addition, as of December 31, 2010, the Brazilian Air Force owed us US$64.0 million in trade
account receivables and had a credit against us of US$170.8 million in customer advances. We expect to continue to be the primary source of new aircraft and spare parts and services for the Brazilian federal government. For a description of our
transactions with the Brazilian federal government, see Item 4B. Information on the CompanyBusiness OverviewDefense and Security 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, 2010, we had a total outstanding balance of loans borrowed from the BNDES in the aggregate amount of US$347.0 million. In 2010, we paid US$22.6 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, 2010 had a total outstanding balance of US$53.4 million at
December 31, 2010. 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, 2010, we maintained outstanding short-term and long-term credit facilities with Banco do Brasil and its affiliates in the total amount of US$1.7 million. In addition, as of
December 31, 2010 we had non-recourse and recourse debt with Banco do Brasil in the total amount of US$198.9 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 federal 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 providing financing to our customers on financial terms and conditions which complied with the Aircraft Sector 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, 2010, we
maintained cash and cash equivalents of US$360.0 with Banco do Brasil and several of its affiliates. At that date, we also had deposited with Banco do Brasil an amount of US$198.9 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



86



---

##### Table of Contents

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, 2010, there
was a US$433.0 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 and unappealable decision from this Court. The amount of related tax accrued but not paid in connection with this particular lawsuit as of December 31, 2010 was equal to US$300.2 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 24 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 24 and Note 26 to our audited consolidated financial statements for a further discussion of our legal proceedings.

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 in our parent company financial statements.
Such amount for distribution is equal to our net income after taxes less any amounts allocated from such net income after taxes to:



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



87



---

##### Table of Contents

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



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

For further information on amounts available for distributions, see Note 28 to our audited consolidated financial statements.

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$127.4 million, which was equal to 8.9% of our paid-in capital at December 31, 2010.

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 to an investment and working capital
reserve up to 75% of our parent company adjusted net income after taxes under Brazilian GAAP. 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;
| | - |  | -----------------------------------------------------------



| |  |  | 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.
| | - |  | -------------------------------------------------------------------------



88



---

##### Table of Contents

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, 2010, unappropriated retained earnings of R$2,046.0 million (equivalent to US$1,579.1 million) were recorded in our statutory parent company books under Brazilian GAAP. At
December 31, 2010, such amounts are net of minimum dividends and interest on shareholders equity paid or payable, as determined by the Brazilian Corporate Law. For further information, see Note 28 to our audited consolidated financial
statements.

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 report of the fiscal council to the shareholders meeting
that the distribution would be inadvisable in view of the Embraer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 our parent company financial statements prepared under Brazilian GAAP for the relevant fiscal year. Brazilian companies, like us, are
permitted to make a special distribution to shareholders referred to as interest on shareholders equity, which may be distributed in lieu of dividends as part of the mandatory distributable amount. Such payments of interest on
shareholders equity are treated as a deductible tax expense for Brazilian income and social contribution tax purposes. 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 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.



89



---

##### Table of Contents

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 and Interest on
Shareholders Equity Payments and Dividend Policy

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.



|                      |  |                                        |  |                              |       |  |                      |  |      | 
|--------------------- |  | -------------------------------------- |  | ---------------------------- | ----- |  | -------------------- |  | ---- | 
|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 | 



90



---

##### Table of Contents

|                       |  |                                        |  |                              |       |  |                      |  |      | 
|---------------------- |  | -------------------------------------- |  | ---------------------------- | ----- |  | -------------------- |  | ---- | 
|Date of approval       |  | Period in which profits were generated |  | Total amount of Distribution |      
|                       |  |                                        |  | (in R$ millions)             |       |  | (in US$ millions)(3) | 
|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, 2010(1)      |  | Full year of 2009                      |  |                              | 55.2  |  |                      |  | 31.7 | 
|June 10, 2010(2)       |  | First quarter of 2010                  |  |                              | 34.5  |  |                      |  | 19.2 | 
|September 16, 2010(2)  |  | Third quarter of 2010                  |  |                              | 21.7  |  |                      |  | 12.8 | 
|December 9, 2010(2)(4) |  | Fourth quarter of 2010                 |  |                              | 144.7 |  |                      |  | 86.9 | 



|(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.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Amount declared in 2010 but paid in 2011.
|--- | -----------------------------------------

In 2010, we distributed US$150.6 million in interest on shareholders equity in connection with profits generated in the year ended December 31, 2010, of which US$86.9 million were paid in 2011.
Our Board of Directors declared interest on shareholders equity with respect to profits generated in June, September and December of 2010 (see Item 8A. Mandatory Distribution).

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



91



---

##### Table of Contents

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, 2010, 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 | 
|2006:                         |  |                              |       |  |     |  |       | 
|Year-end                      |  |                              | 43.50 |  |     |  | 31.99 | 
|2007                          |  |                              |       |  |     |  |       | 
|Year-end                      |  |                              | 51.43 |  |     |  | 39.01 | 
|2008                          |  |                              |       |  |     |  |       | 
|Year-end                      |  |                              | 48.01 |  |     |  | 12.30 | 
|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  | 
|2010                          |  |                              |       |  |     |  |       | 
|First quarter                 |  |                              | 24.66 |  |     |  | 20.78 | 
|Second quarter                |  |                              | 24.71 |  |     |  | 20.01 | 
|Third quarter                 |  |                              | 28.75 |  |     |  | 20.85 | 
|Fourth quarter                |  |                              | 31.25 |  |     |  | 27.27 | 
|Year-end                      |  |                              | 31.25 |  |     |  | 20.01 | 
|2010                          |  |                              |       |  |     |  |       | 
|Month ended:                  |  |                              |       |  |     |  |       | 
|October 31, 2010              |  |                              | 29.46 |  |     |  | 27.27 | 
|November 30, 2010             |  |                              | 31.25 |  |     |  | 28.50 | 
|December 31, 2010             |  |                              | 29.90 |  |     |  | 28.69 | 
|January 31, 2011              |  |                              | 33.25 |  |     |  | 29.14 | 
|February 28, 2011             |  |                              | 35.27 |  |     |  | 32.76 | 
|March 2011 (through March 31) |  |                              | 35.06 |  |     |  | 32.48 | 

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



92



---

##### Table of Contents

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.



|               |  |                             |       |  |     |  |       | 
|-------------- |  | --------------------------- | ----- |  | --- |  | ----- | 
|               |  | Nominalreaispercommon share |      
|               |  | High                        |       |  | Low | 
|2006:          |  |                             |       |  |     |  |       | 
|Year-end       |  |                             | 23.50 |  |     |  | 17.41 | 
|2007:          |  |                             |       |  |     |  |       | 
|Year-end       |  |                             | 24.60 |  |     |  | 19.33 | 
|2008:          |  |                             |       |  |     |  |       | 
|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  | 



93



---

##### Table of Contents

|                              |  |                             |       |  |     |  |       | 
|----------------------------- |  | --------------------------- | ----- |  | --- |  | ----- | 
|                              |  | Nominalreaispercommon share |      
|                              |  | High                        |       |  | Low | 
|2010:                         |  |                             |       |  |     |  |       | 
|First quarter                 |  |                             | 10.85 |  |     |  | 9.45  | 
|Second quarter                |  |                             | 10.67 |  |     |  | 9.28  | 
|Third quarter                 |  |                             | 12.15 |  |     |  | 9.21  | 
|Fourth quarter                |  |                             | 12.84 |  |     |  | 11.20 | 
|Year-end                      |  |                             | 12.84 |  |     |  | 9.21  | 
|Month ended:                  |  |                             |       |  |     |  |       | 
|October 31, 2010              |  |                             | 12.11 |  |     |  | 11.20 | 
|November 30, 2010             |  |                             | 12.84 |  |     |  | 12.13 | 
|December 31, 2010             |  |                             | 12.46 |  |     |  | 11.80 | 
|January 31, 2011              |  |                             | 13.66 |  |     |  | 11.90 | 
|February 28, 2011             |  |                             | 14.30 |  |     |  | 13.35 | 
|March 2011 (through March 31) |  |                             | 14.10 |  |     |  | 13.20 | 

On March 31,
2011, we had 27,616 holders of common shares, including common shares in the form of ADSs. On March 31, 2011, an aggregate of 376,905,480 common shares, including common shares in the form of ADSs, were held by 154 record holders, including DTC
in the United States.

On March 31, 2011, the closing sale price for our common shares on the São Paulo Stock
Exchange was R$13.50, which is equivalent to US$8.29 per ADS. On the same date, the closing sale price for our ADSs on the NYSE was US$33.70. 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.

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$2.6 trillion, equivalent to US$1.5 trillion at December 31, 2010. In comparison, the NYSE had a market capitalization of approximately US$20.9 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



94



---

##### Table of Contents

principal shareholder. At March 31, 2011, we accounted for approximately 0.39% 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, 2010, the ten largest companies listed on the São Paulo Stock Exchange represented approximately 43% of the total market capitalization of all listed companies and the 10 largest companies listed on
the NYSE represented approximately 11% 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.

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.



95



---

##### Table of Contents

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;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



96



---

##### Table of Contents

| |  |  | 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, build and market aircraft and aerospace materials and related accessories, components and equipment, according to the highest standards of technology and quality, (2) perform and carry out technical
activities related to the manufacturing and servicing of aerospace materials, (3) contribute to the training of technical personnel as necessary for the aerospace industry, (4) engage in other technological, manufacturing and business
activities in connection with the aerospace industry, and to provide services therefore, (5) design, build and trade equipment, materials, systems, software, accessories and components for the defense, security and energy industries, as well as
to perform and carry out technical activities related to such manufacturing and maintenance activities, according to the highest standards of technology and quality, and (6) perform other technological, manufacturing and trade activities and
services related to the defense, security and energy industries.

Description of Capital Stock

General

As of
March 31, 2011, 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 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.



97



---

##### Table of Contents

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;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 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.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



98



---

##### Table of Contents

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.

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%                                                



99



---

##### Table of Contents

Limitation on the Voting Rights of Non-Brazilian Shareholders

In accordance with the edital (invitation to bid) issued by the Brazilian federal 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.

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:



100



---

##### Table of Contents

|                                    |  |                                         |  |                                           
|----------------------------------- |  | --------------------------------------- |  | ------------------------------------------
|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.
|--- | ----------------------------------------------------------------------------------------------------------------------------

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%.



101



---

##### Table of Contents

|                  |  |                   |     |  |                                             |  |    |                                                    |  |  |                 |     |  |                         |        |  |  |  |      | 
|----------------- |  | ----------------- | --- |  | ------------------------------------------- |  | -- | -------------------------------------------------- |  |  | --------------- | --- |  | ----------------------- | ------ |  |  |  | ---- | 
|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%.



102



---

##### Table of Contents

|                  |  |                   |     |  |                                             |  |    |                                                    |  |  |                 |     |  |                         |     |  |  |  |      | 
|----------------- |  | ----------------- | --- |  | ------------------------------------------- |  | -- | -------------------------------------------------- |  |  | --------------- | --- |  | ----------------------- | --- |  |  |  | ---- | 
|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 federal
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



103



---

##### Table of Contents

to the Brazilian Ministry of Finance. In the absence of the approval of the Brazilian federal government within the 30-day period, the matter will be deemed to have been approved by our Board of
Directors.

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.



104



---

##### Table of Contents

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 federal 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 Embraer
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.



105



---

##### Table of Contents

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



106



---

##### Table of Contents

shares held by persons unaffiliated with the controlling shareholder represent more than half of the outstanding shares of the relevant type or class.

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 federal government, through the Ministry of Finance, to make a public tender offer to acquire all of our capital stock. The Brazilian federal government will
have full discretion to accept or deny this request. The Acquiring Shareholder may not purchase any additional shares until the Brazilian federal government provides its opinion on the public offer. If the request is accepted by the Brazilian
federal 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 federal 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.
| | - |  | -------------------------------------------------------



107



---

##### Table of Contents

| |  |  | 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 federal 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 federal 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



108



---

##### Table of Contents

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.



109



---

##### Table of Contents

|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, 2010, US$385.7 million was outstanding (US$10.4 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 new 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,
2010, US$503.2 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. This



110



---

##### Table of Contents

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



111



---

##### Table of Contents

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.

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 and Interest on Shareholders Equity Payments and Dividend Policy) 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:



112



---

##### Table of Contents

| |  |  | 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
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 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 federal 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 federal 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;
| | - |  | ------------------------------------------------------------------------------------------------



113



---

##### Table of Contents

| |  |  | 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 of this annual report. 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.



114



---

##### Table of Contents

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, 2013 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 2011 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.



115



---

##### Table of Contents

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.



116



---

##### Table of Contents

|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$1,434.8 million at December 31, 2010 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$1,024.2 million), US$936.1 million was subject to fixed rates. The remaining floating rate U.S. dollar-denominated debt was indexed to
six-month LIBOR. Of our US$400.5 million Brazilian real-denominated debt at December 31, 2010, US$69.1 million bears interest at a variable rate based on the TJLP, the long-term interest rate in Brazil, and US$331.4 million bears
interest at a fixed rate of 4.5% per annum. The TJLP was 6.00% per annum at December 31, 2010. Our Euro-denominated debt totaled US$10.1 million at December 31, 2010, of which US$3.1 million was subject to fixed rates and US$7.0
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, 2010 that are sensitive to changes in interest rates and foreign currency exchange rates.



117



---

##### Table of Contents

|                             |  |                                    |       |  |                         |  |      |                 |  |  |      | 
|---------------------------- |  | ---------------------------------- | ----- |  | ----------------------- |  | ---- | --------------- |  |  | ---- | 
|                             |  | Weighted AverageInterest Rate 2010 |       |  | Total AmountOutstanding |  |      | Total FairValue | 
|                             |  | (%)                                |       |  | (in US$ millions)       | 
|Short Term Debt              |  |                                    |       |  |                         |  |      |                
|                             |  |                                    |      
|U.S. dollars (fixed rate)    |  |                                    | 6.31% |  |                         |  | 46.2 |                 |  |  | 48.8 | 
|U.S. dollars (LIBOR indexed) |  |                                    | 1.33% |  |                         |  | 0.4  |                 |  |  | 0.3  | 
|Euro (fixed rate)            |  |                                    | 2.28% |  |                         |  | 3.1  |                 |  |  | 3.0  | 
|Euro (EURIBOR indexed)       |  |                                    | 2.20% |  |                         |  | 1.7  |                 |  |  | 1.7  | 
|Reais (TJLP indexed)         |  |                                    | 2.78% |  |                         |  | 19.8 |                 |  |  | 19.8 | 
|Reais (fixed rate)           |  |                                    | 4.50% |  |                         |  | 1.4  |                 |  |  | 1.4  | 
|                             |  |                                    |       |  |                         |  |      |                 |  |  |      | 
|Total short-term debt        |  |                                    |       |  |                         |  | 72.6 |                 |  |  | 75.0 | 
|                             |  |                                    |       |  |                         |  |      |                 |  |  |      | 

The table below provides information about our long-term debt obligations as of December 31, 2010 that
are sensitive to changes in interest rates and foreign currency exchange rates.



|                             |  |                                  |       |  |                        |  |         |      |  |  |       |  |  |      |       |  |      |  |      |                    |  |  |                 |  |  |  |       |  |  |  |         | 
|---------------------------- |  | -------------------------------- | ----- |  | ---------------------- |  | ------- | ---- |  |  | ----- |  |  | ---- | ----- |  | ---- |  | ---- | ------------------ |  |  | --------------- |  |  |  | ----- |  |  |  | ------- | 
|                             |  | WeightedAverageInterestRate 2010 |       |  | TotalAmountOutstanding |  |         | 2012 |  |  | 2013  |  |  | 2014 |       |  | 2015 |  |      | 2016 andthereafter |  |  | Total FairValue | 
|                             |  | (%)                              |       |  |                        |  |         |      |  |  |       |  |  |      |       |  |      |  |      |                    |  |  |                 | 
|Long Term Debt               |  |                                  |       |  |                        |  |         |      |  |  |       |  |  |      |       |  |      |  |      |                    |  |  |                 |  |  |  |       |  |  |  |         | 
|                             |  |                                  |       |  |                        |  |         |     
|U.S. dollars (fixed rate)    |  |                                  | 6.31% |  |                        |  | 889.9   |      |  |  | 9.4   |  |  |      | 1.1   |  |      |  | 0.6  |                    |  |  | 0.5             |  |  |  | 878.4 |  |  |  | 937.6   | 
|U.S. dollars (LIBOR indexed) |  |                                  | 1.33% |  |                        |  | 87.6    |      |  |  | 25.3  |  |  |      | 1.8   |  |      |  | 1.8  |                    |  |  | 1.9             |  |  |  | 56.7  |  |  |  | 87.6    | 
|Euro (EURIBOR indexed)       |  |                                  | 2.20% |  |                        |  | 5.3     |      |  |  |      |  |  |      | 5.3   |  |      |  |     |                    |  |  |                |  |  |  |      |  |  |  | 5.2     | 
|Reais (TJLP indexed)         |  |                                  | 2.78% |  |                        |  | 49.3    |      |  |  | 17.7  |  |  |      | 17.9  |  |      |  | 8.5  |                    |  |  | 5.3             |  |  |  |      |  |  |  | 49.4    | 
|Reais (fixed rate)           |  |                                  | 4.50% |  |                        |  | 330.1   |      |  |  | 180.1 |  |  |      | 150.0 |  |      |  |     |                    |  |  |                |  |  |  |      |  |  |  | 330.1   | 
|                             |  |                                  |       |  |                        |  |         |      |  |  |       |  |  |      |       |  |      |  |      |                    |  |  |                 |  |  |  |       |  |  |  |         | 
|Total long-term debt         |  |                                  |       |  |                        |  | 1,362.2 |      |  |  | 232.5 |  |  |      | 176.1 |  |      |  | 10.9 |                    |  |  | 7.7             |  |  |  | 935.1 |  |  |  | 1,409.9 | 
|                             |  |                                  |       |  |                        |  |         |      |  |  |       |  |  |      |       |  |      |  |      |                    |  |  |                 |  |  |  |       |  |  |  |         | 

In order to manage our interest rate risk on our monetary liabilities, we have entered into a number of
swaps, which effectively convert US$6.2 million of our fixed interest rate, U.S. dollar-denominated debt into floating rate-based, U.S. dollar-denominated obligations.

The table below provides information about our short term debt obligations as of December 31, 2010, after considering the effects of the above mentioned derivative transactions.



|                             |  |                                    |        |  |                         |  |      |                 |  |  |      | 
|---------------------------- |  | ---------------------------------- | ------ |  | ----------------------- |  | ---- | --------------- |  |  | ---- | 
|                             |  | Weighted AverageInterest Rate 2010 |        |  | Total AmountOutstanding |  |      | Total FairValue | 
|                             |  | (%)                                |        |  | (in US$ millions)       | 
|Short Term Debt              |  |                                    |        |  |                         |  |      |                
|                             |  |                                    |       
|U.S. dollars (fixed rate)    |  |                                    | 6.30%  |  |                         |  | 46.6 |                 |  |  | 49.1 | 
|U.S. dollars (LIBOR indexed) |  |                                    | 1.23%  |  |                         |  | 0.1  |                 |  |  | 0.1  | 
|Reais (TJLP indexed)         |  |                                    | 2.78%  |  |                         |  | 19.4 |                 |  |  | 19.4 | 
|Reais (CDI indexed)          |  |                                    | 11.89% |  |                         |  | 0.4  |                 |  |  | 0.4  | 
|Reais (fixed rate)           |  |                                    | 4.50%  |  |                         |  | 1.3  |                 |  |  | 1.3  | 
|Euro (fixed rate)            |  |                                    | 2.28%  |  |                         |  | 3.1  |                 |  |  | 3.0  | 
|Euro (EURIBOR indexed)       |  |                                    | 2.20%  |  |                         |  | 1.7  |                 |  |  | 1.7  | 
|                             |  |                                    |        |  |                         |  |      |                 |  |  |      | 
|Total short-term debt        |  |                                    |        |  |                         |  | 72.6 |                 |  |  | 75.0 | 
|                             |  |                                    |        |  |                         |  |      |                 |  |  |      | 



118



---

##### Table of Contents

The table below provides information about our long term debt obligations as of
December 31, 2010, after considering the effects of the above mentioned derivative transactions.



|                             |  |                                   |        |  |                        |  |         |      |  |  |       |  |  |      |       |  |      |  |      |                    |  |  |                 |  |  |  |       |  |  |  |         | 
|---------------------------- |  | --------------------------------- | ------ |  | ---------------------- |  | ------- | ---- |  |  | ----- |  |  | ---- | ----- |  | ---- |  | ---- | ------------------ |  |  | --------------- |  |  |  | ----- |  |  |  | ------- | 
|                             |  | WeightedAverage InterestRate 2010 |        |  | TotalAmountOutstanding |  |         | 2012 |  |  | 2013  |  |  | 2014 |       |  | 2015 |  |      | 2016 andthereafter |  |  | Total FairValue | 
|                             |  | (%)                               |        |  | (in US$ millions)      | 
|Long Term Debt               |  |                                   |        |  |                        |  |         |     
|U.S. dollars (fixed rate)    |  |                                   | 6.30%  |  |                        |  | 895.8   |      |  |  | 9.7   |  |  |      | 1.4   |  |      |  | 1.0  |                    |  |  | 0.9             |  |  |  | 882.9 |  |  |  | 943.5   | 
|U.S. dollars (LIBOR indexed) |  |                                   | 1.23%  |  |                        |  | 81.7    |      |  |  | 25.0  |  |  |      | 1.4   |  |      |  | 1.5  |                    |  |  | 1.5             |  |  |  | 52.3  |  |  |  | 81.7    | 
|Reais (TJLP indexed)         |  |                                   | 2.78%  |  |                        |  | 48.3    |      |  |  | 17.7  |  |  |      | 17.6  |  |      |  | 8.2  |                    |  |  | 5.0             |  |  |  |      |  |  |  | 48.3    | 
|Reais (CDI indexed)          |  |                                   | 11.89% |  |                        |  | 1.0     |      |  |  | 0.2   |  |  |      | 0.3   |  |      |  | 0.3  |                    |  |  | 0.3             |  |  |  |      |  |  |  | 1.1     | 
|Reais (fixed rate)           |  |                                   | 4.50%  |  |                        |  | 330.1   |      |  |  | 180.1 |  |  |      | 150.0 |  |      |  |     |                    |  |  |                |  |  |  |      |  |  |  | 330.1   | 
|Euro (EURIBOR indexed)       |  |                                   | 2.20%  |  |                        |  | 5.3     |      |  |  |      |  |  |      |      |  |      |  |     |                    |  |  |                |  |  |  |      |  |  |  | 5.2     | 
|                             |  |                                   |        |  |                        |  |         |      |  |  |       |  |  |      |       |  |      |  |      |                    |  |  |                 |  |  |  |       |  |  |  |         | 
|Total long-term debt         |  |                                   |        |  |                        |  | 1,362.2 |      |  |  | 232.7 |  |  |      | 170.7 |  |      |  | 11.0 |                    |  |  | 7.7             |  |  |  | 935.2 |  |  |  | 1,409.9 | 
|                             |  |                                   |        |  |                        |  |         |      |  |  |       |  |  |      |       |  |      |  |      |                    |  |  |                 |  |  |  |       |  |  |  |         | 

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, financial assets, 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, 2010, as well as the derivative transactions outstanding at the same date:



|                                                    |  |                        |         |  |                                        |  |         |      |  |  |       |  |  |      |       |  |      |  |     |            |  |  |                 |  |  |  |     |  |  |  |         | 
|--------------------------------------------------- |  | ---------------------- | ------- |  | -------------------------------------- |  | ------- | ---- |  |  | ----- |  |  | ---- | ----- |  | ---- |  | --- | ---------- |  |  | --------------- |  |  |  | --- |  |  |  | ------- | 
|                                                    |  |                        |         |  | Outstanding Amount by Year of Maturity | 
|                                                    |  | TotalOutstandingAmount |         |  | 2011                                   |  |         | 2012 |  |  | 2013  |  |  | 2014 |       |  | 2015 |  |     | Thereafter |  |  | Total FairValue | 
|                                                    |  | (in US$ millions)      |        
|ASSETS                                              |  |                        |         |  |                                        |  |         |      |  |  |       |  |  |      |       |  |      |  |     |            |  |  |                 |  |  |  |     |  |  |  |         | 
|Cash and cash equivalents and financial investments |  |                        |         |  |                                        |  |         |      |  |  |       |  |  |      |       |  |      |  |     |            |  |  |                 |  |  |  |     |  |  |  |         | 
|In reais                                            |  |                        | 1,051.9 |  |                                        |  | 1,051.9 |      |  |  |      |  |  |      |      |  |      |  |    |            |  |  |                |  |  |  |    |  |  |  | 1,051.9 | 
|In Euro                                             |  |                        | 20.6    |  |                                        |  | 20.6    |      |  |  |      |  |  |      |      |  |      |  |    |            |  |  |                |  |  |  |    |  |  |  | 20.6    | 
|In Other Currencies                                 |  |                        | 67.1    |  |                                        |  | 67.1    |      |  |  |      |  |  |      |      |  |      |  |    |            |  |  |                |  |  |  |    |  |  |  | 67.1    | 
|Trade accounts receivable                           |  |                        |         |  |                                        |  |         |      |  |  |       |  |  |      |       |  |      |  |     |            |  |  |                 |  |  |  |     |  |  |  |         | 
|In reais                                            |  |                        | 44.7    |  |                                        |  | 44.7    |      |  |  |      |  |  |      |      |  |      |  |    |            |  |  |                |  |  |  |    |  |  |  | 44.7    | 
|In Euro                                             |  |                        | 51.5    |  |                                        |  | 51.5    |      |  |  |      |  |  |      |      |  |      |  |    |            |  |  |                |  |  |  |    |  |  |  | 51.5    | 
|In Other Currencies                                 |  |                        | 0.4     |  |                                        |  | 0.4     |      |  |  |      |  |  |      |      |  |      |  |    |            |  |  |                |  |  |  |    |  |  |  | 0.4     | 
|Deferred income tax assets                          |  |                        |         |  |                                        |  |         |      |  |  |       |  |  |      |       |  |      |  |     |            |  |  |                 |  |  |  |     |  |  |  |         | 
|In reais                                            |  |                        | 117.2   |  |                                        |  | 57.3    |      |  |  | 48.3  |  |  |      | 7.5   |  |      |  | 2.0 |            |  |  | 0.9             |  |  |  | 1.2 |  |  |  | 117.2   | 
|In Euro                                             |  |                        | 11.1    |  |                                        |  | 11.1    |      |  |  |      |  |  |      |      |  |      |  |    |            |  |  |                |  |  |  |    |  |  |  | 11.1    | 
|In Other Currencies                                 |  |                        | 2.1     |  |                                        |  | 2.1     |      |  |  |      |  |  |      |      |  |      |  |    |            |  |  |                |  |  |  |    |  |  |  | 2.1     | 
|Other assets                                        |  |                        |         |  |                                        |  |         |      |  |  |       |  |  |      |       |  |      |  |     |            |  |  |                 |  |  |  |     |  |  |  |         | 
|In reais                                            |  |                        | 616.9   |  |                                        |  | 323.2   |      |  |  | 293.7 |  |  |      |      |  |      |  |    |            |  |  |                |  |  |  |    |  |  |  | 616.9   | 
|In Euro                                             |  |                        | 11.0    |  |                                        |  | 8.0     |      |  |  | 3.0   |  |  |      |      |  |      |  |    |            |  |  |                |  |  |  |    |  |  |  | 11.0    | 
|In Other Currencies                                 |  |                        | 2.6     |  |                                        |  | 2.5     |      |  |  | 0.1   |  |  |      |      |  |      |  |    |            |  |  |                |  |  |  |    |  |  |  | 2.6     | 
|Total Assets in reais                               |  |                        | 1,830.7 |  |                                        |  | 1,477.1 |      |  |  | 342.0 |  |  |      | 7.5   |  |      |  | 2.0 |            |  |  | 0.9             |  |  |  | 1.2 |  |  |  | 1,830.7 | 
|Total Assets in Euro                                |  |                        | 94.2    |  |                                        |  | 91.2    |      |  |  | 3.0   |  |  |      |      |  |      |  |    |            |  |  |                |  |  |  |    |  |  |  | 94.2    | 
|Total Assets in Other Currencies                    |  |                        | 72.2    |  |                                        |  | 72.1    |      |  |  | 0.1   |  |  |      |      |  |      |  |    |            |  |  |                |  |  |  |    |  |  |  | 72.2    | 
|LIABILITIES                                         |  |                        |         |  |                                        |  |         |      |  |  |       |  |  |      |       |  |      |  |     |            |  |  |                 |  |  |  |     |  |  |  |         | 
|Loans                                               |  |                        |         |  |                                        |  |         |      |  |  |       |  |  |      |       |  |      |  |     |            |  |  |                 |  |  |  |     |  |  |  |         | 
|In reais                                            |  |                        | 400.5   |  |                                        |  | 21.2    |      |  |  | 197.8 |  |  |      | 167.8 |  |      |  | 8.4 |            |  |  | 5.3             |  |  |  |    |  |  |  | 400.7   | 
|In Euro                                             |  |                        | 10.1    |  |                                        |  | 4.8     |      |  |  |      |  |  |      | 5.3   |  |      |  |    |            |  |  |                |  |  |  |    |  |  |  | 9.9     | 
|Accounts payable to suppliers                       |  |                        |         |  |                                        |  |         |      |  |  |       |  |  |      |       |  |      |  |     |            |  |  |                 |  |  |  |     |  |  |  |         | 
|In reais                                            |  |                        | 38.2    |  |                                        |  | 38.2    |      |  |  |      |  |  |      |      |  |      |  |    |            |  |  |                |  |  |  |    |  |  |  | 38.2    | 
|In Euro                                             |  |                        | 41.4    |  |                                        |  | 41.4    |      |  |  |      |  |  |      |      |  |      |  |    |            |  |  |                |  |  |  |    |  |  |  | 41.4    | 
|In Other Currencies                                 |  |                        | 2.6     |  |                                        |  | 2.6     |      |  |  |      |  |  |      |      |  |      |  |    |            |  |  |                |  |  |  |    |  |  |  | 2.6     | 



119



---

##### Table of Contents

|                                                   |  |                        |         |   |                                        |  |       |      |  |  |        |   |  |      |        |   |      |  |       |            |  |  |                 |   |  |  |       |   |  |  |         |  
|-------------------------------------------------- |  | ---------------------- | ------- | - | -------------------------------------- |  | ----- | ---- |  |  | ------ | - |  | ---- | ------ | - | ---- |  | ----- | ---------- |  |  | --------------- | - |  |  | ----- | - |  |  | ------- | -
|                                                   |  |                        |         |   | Outstanding Amount by Year of Maturity | 
|                                                   |  | TotalOutstandingAmount |         |   | 2011                                   |  |       | 2012 |  |  | 2013   |   |  | 2014 |        |   | 2015 |  |       | Thereafter |  |  | Total FairValue |  
|                                                   |  | (in US$ millions)      |        
|Customer advances                                  |  |                        |         |   |                                        |  |       |      |  |  |        |   |  |      |        |   |      |  |       |            |  |  |                 |   |  |  |       |   |  |  |         |  
|In reais                                           |  |                        | 137.2   |   |                                        |  | 137.2 |      |  |  |       |   |  |      |       |   |      |  |      |            |  |  |                |   |  |  |      |   |  |  | 137.2   |  
|Other accounts payable & accrued liabilities       |  |                        |         |   |                                        |  |       |      |  |  |        |   |  |      |        |   |      |  |       |            |  |  |                 |   |  |  |       |   |  |  |         |  
|In reais                                           |  |                        | 269.4   |   |                                        |  | 262.8 |      |  |  | 6.6    |   |  |      |       |   |      |  |      |            |  |  |                |   |  |  |      |   |  |  | 269.4   |  
|In Euro                                            |  |                        | 43.8    |   |                                        |  | 34.2  |      |  |  | 9.6    |   |  |      |       |   |      |  |      |            |  |  |                |   |  |  |      |   |  |  | 43.9    |  
|In Other Currencies                                |  |                        | 11.0    |   |                                        |  | 11.0  |      |  |  |       |   |  |      |       |   |      |  |      |            |  |  |                |   |  |  |      |   |  |  | 11.0    |  
|Taxes and payroll charges payable                  |  |                        |         |   |                                        |  |       |      |  |  |        |   |  |      |        |   |      |  |       |            |  |  |                 |   |  |  |       |   |  |  |         |  
|In reais                                           |  |                        | 518.9   |   |                                        |  | 253.1 |      |  |  | 214.1  |   |  |      | 33.3   |   |      |  | 9.0   |            |  |  | 4.2             |   |  |  | 5.2   |   |  |  | 519.9   |  
|In Euro                                            |  |                        | 3.6     |   |                                        |  | 3.6   |      |  |  |       |   |  |      |       |   |      |  |      |            |  |  |                |   |  |  |      |   |  |  | 3.6     |  
|In Other Currencies                                |  |                        | 1.0     |   |                                        |  | 1.0   |      |  |  |       |   |  |      |       |   |      |  |      |            |  |  |                |   |  |  |      |   |  |  | 1.0     |  
|Accrued taxes on income                            |  |                        |         |   |                                        |  |       |      |  |  |        |   |  |      |        |   |      |  |       |            |  |  |                 |   |  |  |       |   |  |  |         |  
|In reais                                           |  |                        | 2.4     |   |                                        |  | 2.4   |      |  |  |       |   |  |      |       |   |      |  |      |            |  |  |                |   |  |  |      |   |  |  | 2.4     |  
|In Euro                                            |  |                        | 8.5     |   |                                        |  | 8.5   |      |  |  |       |   |  |      |       |   |      |  |      |            |  |  |                |   |  |  |      |   |  |  | 8.5     |  
|In Other Currencies                                |  |                        | 0.8     |   |                                        |  | 0.8   |      |  |  |       |   |  |      |       |   |      |  |      |            |  |  |                |   |  |  |      |   |  |  | 0.8     |  
|Deferred income tax liabilities                    |  |                        |         |   |                                        |  |       |      |  |  |        |   |  |      |        |   |      |  |       |            |  |  |                 |   |  |  |       |   |  |  |         |  
|In reais                                           |  |                        | (17.7   | ) |                                        |  | (1.5  | )    |  |  | (1.7   | ) |  |      | (1.8   | ) |      |  | (1.8  | )          |  |  | (1.8            | ) |  |  | (9.1  | ) |  |  | (17.7   | )
|In Euro                                            |  |                        | 0.5     |   |                                        |  | 0.5   |      |  |  |       |   |  |      |       |   |      |  |      |            |  |  |                |   |  |  |      |   |  |  | 0.5     |  
|Accrued dividends                                  |  |                        |         |   |                                        |  |       |      |  |  |        |   |  |      |        |   |      |  |       |            |  |  |                 |   |  |  |       |   |  |  |         |  
|In reais                                           |  |                        | 76.6    |   |                                        |  | 76.6  |      |  |  |       |   |  |      |       |   |      |  |      |            |  |  |                |   |  |  |      |   |  |  | 76.6    |  
|Contingencies                                      |  |                        |         |   |                                        |  |       |      |  |  |        |   |  |      |        |   |      |  |       |            |  |  |                 |   |  |  |       |   |  |  |         |  
|In reais                                           |  |                        | 75.8    |   |                                        |  | 36.9  |      |  |  | 31.3   |   |  |      | 4.9    |   |      |  | 1.3   |            |  |  | 0.6             |   |  |  | 0.8   |   |  |  | 75.8    |  
|In Euro                                            |  |                        | 0.6     |   |                                        |  | 0.6   |      |  |  |       |   |  |      |       |   |      |  |      |            |  |  |                |   |  |  |      |   |  |  | 0.6     |  
|Total liabilities in reais                         |  |                        | 1,501.3 |   |                                        |  | 826.9 |      |  |  | 448.1  |   |  |      | 204.2  |   |      |  | 16.9  |            |  |  | 8.3             |   |  |  | (3.1  | ) |  |  | 1,502.5 |  
|Total liabilities in Euro                          |  |                        | 108.5   |   |                                        |  | 93.6  |      |  |  | 9.6    |   |  |      | 5.3    |   |      |  |      |            |  |  |                |   |  |  |      |   |  |  | 108.4   |  
|Total liabilities in Other Currencies              |  |                        | 15.4    |   |                                        |  | 15.4  |      |  |  |        |   |  |      |        |   |      |  |       |            |  |  |                 |   |  |  |       |   |  |  | 12.8    |  
|Total exposure in reais                            |  |                        | 329.4   |   |                                        |  | 650.2 |      |  |  | (106.1 | ) |  |      | (196.7 | ) |      |  | (14.9 | )          |  |  | (7.4            | ) |  |  | 4.3   |   |  |  | 328.2   |  
|Total exposure in Euro                             |  |                        | (14.3   | ) |                                        |  | (2.4  | )    |  |  | (6.6   | ) |  |      | (5.3   | ) |      |  |      |            |  |  |                |   |  |  |      |   |  |  | (14.2   | )
|Total exposure in Other Currencies                 |  |                        | 56.8    |   |                                        |  | 56.7  |      |  |  | 0.1    |   |  |      |       |   |      |  |      |            |  |  |                |   |  |  |      |   |  |  | 59.4    |  
|DERIVATIVE INSTRUMENTS                             |  |                        |         |   |                                        |  |       |      |  |  |        |   |  |      |        |   |      |  |       |            |  |  |                 |   |  |  |       |   |  |  |         |  
|Swap (fixed interest into variable interest  US$) |  |                        |         |   |                                        |  |       |      |  |  |        |   |  |      |        |   |      |  |       |            |  |  |                 |   |  |  |       |   |  |  |         |  
|Notional amount                                    |  |                        | 6.2     |   |                                        |  | 0.3   |      |  |  | 0.3    |   |  |      | 0.3    |   |      |  | 0.4   |            |  |  | 0.4             |   |  |  | 4.5   |   |  |  | (0.4    | )
|Average interest paid in US$                       |  |                        | 1.95    | % |                                        |  |      |      |  |  |       |   |  |      |       |   |      |  |      |            |  |  |                |   |  |  |      |   |  |  |        |  
|Swap (fixed interest into variable interest  US$) |  |                        |         |   |                                        |  |       |      |  |  |        |   |  |      |        |   |      |  |       |            |  |  |                 |   |  |  |       |   |  |  |         |  
|Notional amount                                    |  |                        | 168.8   |   |                                        |  | 9.1   |      |  |  | 9.8    |   |  |      | 10.4   |   |      |  | 10.8  |            |  |  | 10.6            |   |  |  | 118.1 |   |  |  | 20.8    |  
|Average interest paid in US$                       |  |                        | 5.98    | % |                                        |  |      |      |  |  |       |   |  |      |       |   |      |  |      |            |  |  |                |   |  |  |      |   |  |  |        |  
|Net exposure in assets/liabilities                 |  |                        |         |   |                                        |  |       |      |  |  |        |   |  |      |        |   |      |  |       |            |  |  |                 |   |  |  |       |   |  |  |         |  
|In reais                                           |  |                        | 329.4   |   |                                        |  | 650.2 |      |  |  | (106.1 | ) |  |      | (196.7 | ) |      |  | (14.9 | )          |  |  | (7.4            | ) |  |  | 4.3   |   |  |  | 328.2   |  
|In Euro                                            |  |                        | (14.3   | ) |                                        |  | (2.4  | )    |  |  | (6.6   | ) |  |      | (5.3   | ) |      |  |      |            |  |  |                |   |  |  |      |   |  |  | (14.2   | )
|In Other Currencies                                |  |                        | 56.8    |   |                                        |  | 56.7  |      |  |  | 0.1    |   |  |      |       |   |      |  |      |            |  |  |                |   |  |  |      |   |  |  | 59.4    |  

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, (4) advances to suppliers and (5) 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 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,



120



---

##### Table of Contents

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);
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



121



---

##### Table of Contents

| |  |  | 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, 2010

In 2010, JPMorgan Chase Bank paid US$0.6 million in connection with investor relations related expenses of Embraer incurred in 2010 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

Not applicable.

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.



122



---

##### Table of Contents

Our President and CEO, Frederico Pinheiro Fleury Curado, and our executive vice-president
and chief financial officer, Cynthia Marcondes Ferreira Benedetto, 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, 2010, 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, 2010. In making this
assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal ControlIntegrated Framework. Based on this assessment, our management concluded that, as of
December 31, 2010, 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, 2010 has been audited by PricewaterhouseCoopers Auditores Independentes, an independent registered public accounting firm, as stated in their 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 Mr. 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.



123



---

##### Table of Contents

|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, 2010 and 2009:



|                   |  |                         |       |  |      |  |       | 
|------------------ |  | ----------------------- | ----- |  | ---- |  | ----- | 
|                   |  | Year ended December 31, |      
|                   |  | 2010                    |       |  | 2009 | 
|                   |  | (in US$ thousands)      |      
|Audit Fees         |  |                         | 2,500 |  |      |  | 2,539 | 
|Audit-Related Fees |  |                         | 136   |  |      |  | 284   | 
|All Other Fees     |  |                         | 31    |  |      |  | 8     | 
|                   |  |                         |       |  |      |  |       | 
|Total              |  |                         | 2,667 |  |      |  | 2,831 | 
|                   |  |                         |       |  |      |  |       | 

Audit Fees

Audit fees consisted of the aggregate fees billed by PricewaterhouseCoopers Auditores Independentes for 2010 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 IFRS 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.

Audit-Related Fees

Audit-related fees in 2010 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 2010 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 2010 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.



124



---

##### Table of Contents

|                     |  |                                     |           |  |                                 |  |       |                                                                          |  |  |                                                                   |  |  |  |            | 
|-------------------- |  | ----------------------------------- | --------- |  | ------------------------------- |  | ----- | ------------------------------------------------------------------------ |  |  | ----------------------------------------------------------------- |  |  |  | ---------- | 
|                     |  | 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.

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 federal 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



125



---

##### Table of Contents

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 federal 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 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.



126



---

##### Table of Contents

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.

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.



127



---

##### Table of Contents

|ITEM 19. | EXHIBITS
|-------- | --------



|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                   
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                                                                                                                       
|              | 
|1.1           |  | Bylaws of Embraer approved at the Annual and Special Shareholders Meeting held on November 19, 2010 (English translation).                                                                                                                                                                                                                                                                                       
|              | 
|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, 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.                                                                                                                                                                                                                                                                                                                                                            



128



---

##### Table of Contents

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 S.A.
|                     |  |             
|Date: April 18, 2011 |  | By:          |  | /s/ FREDERICO PINHEIRO FLEURY CURADO                  
|                     |  | Name:        |  | Frederico Pinheiro Fleury Curado                      
|                     |  | Title:       |  | President and Chief Executive Officer                 
|                     |  |             
|Date: April 18, 2011 |  | By:          |  | /s/ CYNTHIA MARCONDES FERREIRA BENEDETTO              
|                     |  | Name:        |  | Cynthia Marcondes Ferreira Benedetto                  
|                     |  | Title:       |  | Executive Vice - President and Chief Financial Officer



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer - Empresa

Brasileira de Aeronáutica S.A.)

Consolidated Financial Statements at

December 31, 2010 and 2009 and January 1, 2009

and Report of Independent Registered

Public Accounting Firm



F-1



---

##### Table of Contents

Report of Independent Registered

Public Accounting Firm

To the Board of Directors and Shareholders

Embraer S.A.

(Formerly 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 of cash flows present fairly, in all material respects, the financial position of Embraer S.A. and its subsidiaries at December 31, 2010, 2009 and January 1, 2009, and the
results of their operations and their cash flows for each of the two years in the period ended December 31, 2010 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also in
our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010, 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 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.

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 18, 2011              
|                            
|/s/ PricewaterhouseCoopers  
|Auditores Independentes     



F-2



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Consolidated Balance Sheet

In
millions of U.S. dollars





|                                   |  |      |    |  |            |  |         |            |  |  |            |  |  |  |         | 
|---------------------------------- |  | ---- | -- |  | ---------- |  | ------- | ---------- |  |  | ---------- |  |  |  | ------- | 
|                                   |  | Note |    |  | 12.31.2010 |  |         | 12.31.2009 |  |  | 01.01.2009 | 
|ASSETS                             |  |      |    |  |            |  |         |            |  |  |            |  |  |  |         | 
|                                   |  |      |    | 
|CURRENT                            |  |      |    |  |            |  |         |            |  |  |            |  |  |  |         | 
|Cash and cash equivalents          |  |      | 7  |  |            |  | 1,393.1 |            |  |  | 1,592.4    |  |  |  | 1,820.7 | 
|Financial assets                   |  |      | 8  |  |            |  | 733.5   |            |  |  | 953.8      |  |  |  | 380.8   | 
|Trade accounts receivable, net     |  |      | 9  |  |            |  | 348.6   |            |  |  | 406.9      |  |  |  | 448.8   | 
|Derivative financial instruments   |  |      | 39 |  |            |  | 6.8     |            |  |  | 12.7       |  |  |  | 29.9    | 
|Customer and commercial financing  |  |      | 10 |  |            |  | 20.4    |            |  |  | 11.2       |  |  |  | 8.6     | 
|Collateralized accounts receivable |  |      | 11 |  |            |  | 11.6    |            |  |  | 12.0       |  |  |  | 11.5    | 
|Inventories                        |  |      | 12 |  |            |  | 2,193.4 |            |  |  | 2,438.5    |  |  |  | 2,930.1 | 
|Other assets                       |  |      | 13 |  |            |  | 275.4   |            |  |  | 215.2      |  |  |  | 240.1   | 
|                                   |  |      |    |  |            |  |         |            |  |  |            |  |  |  |         | 
|                                   |  |      |    |  |            |  | 4,982.8 |            |  |  | 5,642.7    |  |  |  | 5,870.5 | 
|                                   |  |      |    |  |            |  |         |            |  |  |            |  |  |  |         | 
|                                   |  |      |    | 
|NON-CURRENT                        |  |      |    |  |            |  |         |            |  |  |            |  |  |  |         | 
|Trade accounts receivable          |  |      | 9  |  |            |  | 0.7     |            |  |  | 0.5        |  |  |  | 5.9     | 
|Derivative financial instruments   |  |      | 39 |  |            |  | 15.5    |            |  |  | 11.9       |  |  |  |        | 
|Financial assets                   |  |      | 8  |  |            |  | 52.1    |            |  |  | 24.9       |  |  |  | 68.3    | 
|Customer and commercial financing  |  |      | 10 |  |            |  | 50.1    |            |  |  | 41.5       |  |  |  | 113.2   | 
|Collateralized accounts receivable |  |      | 11 |  |            |  | 526.6   |            |  |  | 474.0      |  |  |  | 467.1   | 
|Inventories                        |  |      | 12 |  |            |  | 4.9     |            |  |  | 6.5        |  |  |  | 8.0     | 
|Other assets                       |  |      | 13 |  |            |  | 237.1   |            |  |  | 183.4      |  |  |  | 164.6   | 
|Guarantee deposits                 |  |      | 14 |  |            |  | 464.8   |            |  |  | 505.6      |  |  |  | 493.2   | 
|Deferred income tax                |  |      | 36 |  |            |  | 139.1   |            |  |  | 171.7      |  |  |  | 10.9    | 
|Property, plant and equipment      |  |      | 16 |  |            |  | 1,201.0 |            |  |  | 1,101.3    |  |  |  | 1,059.6 | 
|Intangible assets                  |  |      | 17 |  |            |  | 716.3   |            |  |  | 725.5      |  |  |  | 689.9   | 
|                                   |  |      |    |  |            |  |         |            |  |  |            |  |  |  |         | 
|                                   |  |      |    |  |            |  | 3,408.2 |            |  |  | 3,246.8    |  |  |  | 3,080.7 | 
|                                   |  |      |    |  |            |  |         |            |  |  |            |  |  |  |         | 
|                                   |  |      |    | 
|TOTAL ASSETS                       |  |      |    |  |            |  | 8,391.0 |            |  |  | 8,889.5    |  |  |  | 8,951.2 | 
|                                   |  |      |    |  |            |  |         |            |  |  |            |  |  |  |         | 

The accompanying notes are an integral part of these consolidated financial statements.



F-3



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Consolidated Balance Sheet

In
millions of U.S. dollars





|                                            |  |      |    |  |            |  |         |            |  |  |            |   |  |  |         |  
|------------------------------------------- |  | ---- | -- |  | ---------- |  | ------- | ---------- |  |  | ---------- | - |  |  | ------- | -
|                                            |  | Note |    |  | 12.31.2010 |  |         | 12.31.2009 |  |  | 01.01.2009 |  
|LIABILITIES                                 |  |      |    |  |            |  |         |            |  |  |            |   |  |  |         |  
|                                            |  |      |    | 
|CURRENT                                     |  |      |    |  |            |  |         |            |  |  |            |   |  |  |         |  
|Trade accounts payable                      |  |      | 20 |  |            |  | 750.2   |            |  |  | 596.3      |   |  |  | 1,072.4 |  
|Loans and financing                         |  |      | 19 |  |            |  | 72.6    |            |  |  | 592.4      |   |  |  | 539.0   |  
|Non-recourse and recourse debt              |  |      | 11 |  |            |  | 111.8   |            |  |  | 135.9      |   |  |  | 137.7   |  
|Other payables                              |  |      | 21 |  |            |  | 84.4    |            |  |  | 108.1      |   |  |  | 70.0    |  
|Contribution from suppliers                 |  |      | 22 |  |            |  | 0.9     |            |  |  | 0.9        |   |  |  | 2.5     |  
|Advances from customers                     |  |      | 23 |  |            |  | 779.4   |            |  |  | 762.8      |   |  |  | 1,137.7 |  
|Derivative financial instruments            |  |      | 39 |  |            |  | 0.8     |            |  |  | 0.5        |   |  |  | 166.5   |  
|Taxes and payroll charges payable           |  |      | 24 |  |            |  | 79.5    |            |  |  | 64.9       |   |  |  | 57.5    |  
|Income tax and social contribution          |  |      | 24 |  |            |  | 10.0    |            |  |  | 13.6       |   |  |  | 5.8     |  
|Other provisions                            |  |      | 25 |  |            |  | 309.6   |            |  |  | 233.5      |   |  |  | 213.3   |  
|Provisions for contingencies                |  |      | 26 |  |            |  | 7.5     |            |  |  | 10.5       |   |  |  | 9.5     |  
|Dividends                                   |  |      | 28 |  |            |  | 49.4    |            |  |  | 119.6      |   |  |  | 0.9     |  
|Unearned income                             |  |      |    |  |            |  | 132.6   |            |  |  | 111.6      |   |  |  | 113.1   |  
|                                            |  |      |    |  |            |  |         |            |  |  |            |   |  |  |         |  
|                                            |  |      |    |  |            |  | 2,388.7 |            |  |  | 2,750.6    |   |  |  | 3,525.9 |  
|                                            |  |      |    |  |            |  |         |            |  |  |            |   |  |  |         |  
|                                            |  |      |    | 
|NON-CURRENT                                 |  |      |    |  |            |  |         |            |  |  |            |   |  |  |         |  
|Loans and financing                         |  |      | 19 |  |            |  | 1,362.2 |            |  |  | 1,465.9    |   |  |  | 1,300.8 |  
|Non-recourse and recourse debt              |  |      | 11 |  |            |  | 358.5   |            |  |  | 371.6      |   |  |  | 366.9   |  
|Other payables                              |  |      | 21 |  |            |  | 27.6    |            |  |  | 25.0       |   |  |  | 22.1    |  
|Contribution from suppliers                 |  |      | 22 |  |            |  | 16.8    |            |  |  | 67.7       |   |  |  | 44.3    |  
|Advances from customers                     |  |      | 23 |  |            |  | 212.2   |            |  |  | 398.1      |   |  |  | 449.2   |  
|Derivative financial instruments            |  |      | 39 |  |            |  | 1.4     |            |  |  | 4.1        |   |  |  |        |  
|Taxes and payroll charges payable           |  |      | 24 |  |            |  | 453.3   |            |  |  | 427.0      |   |  |  | 343.6   |  
|Deferred income tax and social contribution |  |      | 36 |  |            |  | 11.4    |            |  |  | 16.2       |   |  |  | 36.5    |  
|Financial guarantee                         |  |      | 38 |  |            |  | 219.5   |            |  |  | 257.1      |   |  |  | 173.0   |  
|Other provisions                            |  |      | 25 |  |            |  | 49.7    |            |  |  | 82.6       |   |  |  | 73.6    |  
|Provisions for contingencies                |  |      | 26 |  |            |  | 69.3    |            |  |  | 50.3       |   |  |  | 39.9    |  
|Unearned income                             |  |      |    |  |            |  | 88.9    |            |  |  | 90.3       |   |  |  | 49.8    |  
|                                            |  |      |    |  |            |  |         |            |  |  |            |   |  |  |         |  
|                                            |  |      |    |  |            |  | 2,870.8 |            |  |  | 3,255.9    |   |  |  | 2,899.7 |  
|                                            |  |      |    |  |            |  |         |            |  |  |            |   |  |  |         |  
|TOTAL LIABILITIES                           |  |      |    |  |            |  | 5,259.5 |            |  |  | 6,006.5    |   |  |  | 6,425.6 |  
|                                            |  |      |    |  |            |  |         |            |  |  |            |   |  |  |         |  
|                                            |  |      |    | 
|SHAREHOLDERS EQUITY                        |  |      | 28 |  |            |  |         |            |  |  |            |   |  |  |         |  
|Capital                                     |  |      |    |  |            |  | 1,438.0 |            |  |  | 1,438.0    |   |  |  | 1,438.0 |  
|Treasury shares                             |  |      |    |  |            |  | (183.7  | )          |  |  | (183.7     | ) |  |  | (183.7  | )
|Revenue reserves                            |  |      |    |  |            |  | 1,759.8 |            |  |  | 1,607.4    |   |  |  | 1,287.8 |  
|Share-based remuneration                    |  |      |    |  |            |  | 3.4     |            |  |  |           |   |  |  |        |  
|Cumulative translation adjustments          |  |      |    |  |            |  | 10.9    |            |  |  | 17.1       |   |  |  | 13.7    |  
|Retained earnings                           |  |      |    |  |            |  |        |            |  |  | (86.1      | ) |  |  | (100.2  | )
|                                            |  |      |    |  |            |  |         |            |  |  |            |   |  |  |         |  
|                                            |  |      |    |  |            |  | 3,028.4 |            |  |  | 2,792.7    |   |  |  | 2,455.6 |  
|                                            |  |      |    |  |            |  |         |            |  |  |            |   |  |  |         |  
|Noncontrolling interest                     |  |      |    |  |            |  | 103.1   |            |  |  | 90.3       |   |  |  | 70.0    |  
|                                            |  |      |    |  |            |  |         |            |  |  |            |   |  |  |         |  
|TOTAL SHAREHOLDERS EQUITY                  |  |      |    |  |            |  | 3,131.5 |            |  |  | 2,883.0    |   |  |  | 2,525.6 |  
|                                            |  |      |    |  |            |  |         |            |  |  |            |   |  |  |         |  
|                                            |  |      |    | 
|TOTAL LIABILITIES AND SHAREHOLDERS EQUITY   |  |      |    |  |            |  | 8,391.0 |            |  |  | 8,889.5    |   |  |  | 8,951.2 |  
|                                            |  |      |    |  |            |  |         |            |  |  |            |   |  |  |         |  



F-4



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Consolidated Statements of Income

Years Ended

In millions of U.S.
dollars, except earnings per share





|                                                   |  |      |    |  |            |  |          |            |  |  |          |  
|-------------------------------------------------- |  | ---- | -- |  | ---------- |  | -------- | ---------- |  |  | -------- | -
|                                                   |  | Note |    |  | 12.31.2010 |  |          | 12.31.2009 | 
|Revenue                                            |  |      |    |  |            |  | 5,364.1  |            |  |  | 5,497.8  |  
|Cost of sales and services                         |  |      |    |  |            |  | (4,338.1 | )          |  |  | (4,428.4 | )
|                                                   |  |      |    |  |            |  |          |            |  |  |          |  
|                                                   |  |      |   
|Gross Profit                                       |  |      |    |  |            |  | 1,026.0  |            |  |  | 1,069.4  |  
|                                                   |  |      |   
|Operating Income ( Expense )                       |  |      |    |  |            |  |          |            |  |  |          |  
|Administrative                                     |  |      |    |  |            |  | (197.5   | )          |  |  | (191.3   | )
|Selling                                            |  |      |    |  |            |  | (374.1   | )          |  |  | (304.6   | )
|Research                                           |  |      |    |  |            |  | (72.1    | )          |  |  | (55.6    | )
|Other operating (expense) income, net              |  |      | 32 |  |            |  | 9.4      |            |  |  | (138.5   | )
|                                                   |  |      |    |  |            |  |          |            |  |  |          |  
|                                                   |  |      |   
|Operating profit before financial income (expense) |  |      |    |  |            |  | 391.7    |            |  |  | 379.4    |  
|Financial income (expense), net                    |  |      | 34 |  |            |  | 17.5     |            |  |  | 10.2     |  
|Foreign exchange gain (loss), net                  |  |      | 35 |  |            |  | (1.1     | )          |  |  | (68.8    | )
|                                                   |  |      |    |  |            |  |          |            |  |  |          |  
|Profit before taxes on income                      |  |      |    |  |            |  | 408.1    |            |  |  | 320.8    |  
|Income tax (expense) income                        |  |      | 36 |  |            |  | (62.7    | )          |  |  | 158.1    |  
|                                                   |  |      |    |  |            |  |          |            |  |  |          |  
|                                                   |  |      |   
|Net income                                         |  |      |    |  |            |  | 345.4    |            |  |  | 478.9    |  
|                                                   |  |      |   
|Atributable to :                                   |  |      |    |  |            |  |          |            |  |  |          |  
|Owners of Embraer                                  |  |      |    |  |            |  | 330.2    |            |  |  | 465.2    |  
|Noncontrolling interest                            |  |      |    |  |            |  | 15.2     |            |  |  | 13.7     |  
|                                                   |  |      |   
|Weighted average number of shares (in thousands)   |  |      |    |  |            |  |          |            |  |  |          |  
|Basic                                              |  |      |    |  |            |  | 723.7    |            |  |  | 723.7    |  
|Diluted                                            |  |      |    |  |            |  | 724.0    |            |  |  | 723.7    |  
|                                                   |  |      |   
|Earnings per share basic in US$                    |  |      | 30 |  |            |  | 0.4563   |            |  |  | 0.6428   |  
|Earnings per share diluted in US$                  |  |      |    |  |            |  | 0.4562   |            |  |  | 0.6428   |  

The accompanying notes are an
integral part of these consolidated financial statements.



F-5



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Consolidated Statements of Comprehensive Income

Years Ended

In millions of U.S. dollars





|                                                   |  |            |       |   |            |  |       | 
|-------------------------------------------------- |  | ---------- | ----- | - | ---------- |  | ----- | 
|                                                   |  | 12.31.2010 |       |   | 12.31.2009 | 
|Net income                                         |  |            | 345.4 |   |            |  | 478.9 | 
|Cumulative translation adjustments - subisidiaries |  |            | (8.3  | ) |            |  | 4.8   | 
|Other comprehensive income                         |  |            | (0.3  | ) |            |  |      | 
|                                                   |  |            |       |   |            |  |       | 
|Other comprehensive income , net of tax effects    |  |            | (8.6  | ) |            |  | 4.8   | 
|                                                   |  |            |       |   |            |  |       | 
|                                                   |  |           
|Total of comprehensive income                      |  |            | 336.8 |   |            |  | 483.7 | 
|                                                   |  |            |       |   |            |  |       | 
|                                                   |  |           
|Attributable to:                                   |  |            |       |   |            |  |       | 
|Owners of Embraer                                  |  |            | 324.0 |   |            |  | 468.6 | 
|Noncontrolling interest                            |  |            | 12.8  |   |            |  | 15.1  | 
|                                                   |  |            |       |   |            |  |       | 
|                                                   |  |            | 336.8 |   |            |  | 483.7 | 
|                                                   |  |            |       |   |            |  |       | 

The accompanying notes are an integral part of these consolidated financial statements.



F-6



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Consolidated Statements of Shareholders Equity

In millions of U.S. dollars





|                                                                      |  |      |   |  |                                   |  |         |                |  |  |                         |   |  |                  |     |  |                  |  |      |                                             |  |  |                                |  |  |                  |      |  |                                                   |  |         |                                 |  |  |        |   |  |                        |      |   |                          |  |      |   |  |  |         |   |  |  |       |   |  |  |         |  
|--------------------------------------------------------------------- |  | ---- | - |  | --------------------------------- |  | ------- | -------------- |  |  | ----------------------- | - |  | ---------------- | --- |  | ---------------- |  | ---- | ------------------------------------------- |  |  | ------------------------------ |  |  | ---------------- | ---- |  | ------------------------------------------------- |  | ------- | ------------------------------- |  |  | ------ | - |  | ---------------------- | ---- | - | ------------------------ |  | ---- | - |  |  | ------- | - |  |  | ----- | - |  |  | ------- | -
|                                                                      |  |      |   |  | Attributable to owners of Embraer |  |         |                |  |  |                         |  
|                                                                      |  |      |   |  |                                   |  |         |                |  |  |                         |   |  | Revenue reserves |     |  |                  |  |      | Accumulated othercomprehensive (loss)income |  |  |                                |  |  |                  |      |  |                                                   | 
|                                                                      |  | Note |   |  | Capital                           |  |         | TreasuryShares |  |  | Share-basedremuneration |   |  | InvesmentSubsidy |     |  | StatutoryReserve |  |      | Additionalproposeddividends                 |  |  | Forinvestmentandworkingcapital |  |  | Retainedearnings |      |  | Actuarialgain on postemploymentbenefitobligations |  |         | Cumulativetranslationadjustment |  |  | Total  |   |  | Noncontrollinginterest |      |   | TotalShareholdersEquity | 
|At January 1, 2009                                                    |  |      | 5 |  |                                   |  | 1,438.0 |                |  |  | (183.7                  | ) |  |                  |    |  |                  |  | 10.4 |                                             |  |  | 80.5                           |  |  |                  |     |  |                                                   |  | 1,196.9 |                                 |  |  | (100.2 | ) |  |                        | 1.0  |   |                          |  | 12.7 |   |  |  | 2,455.6 |   |  |  | 70.0  |   |  |  | 2,525.6 |  
|Net income for the year                                               |  |      |   |  |                                   |  |        |                |  |  |                        |   |  |                  |    |  |                  |  |     |                                             |  |  |                               |  |  |                  |     |  |                                                   |  |        |                                 |  |  | 465.2  |   |  |                        |     |   |                          |  |     |   |  |  | 465.2   |   |  |  | 13.7  |   |  |  | 478.9   |  
|Cumulative translation adjustments - subisidiaries                    |  |      |   |  |                                   |  |        |                |  |  |                        |   |  |                  |    |  |                  |  |     |                                             |  |  |                               |  |  |                  |     |  |                                                   |  |        |                                 |  |  |       |   |  |                        |     |   |                          |  | 3.4  |   |  |  | 3.4     |   |  |  | 1.4   |   |  |  | 4.8     |  
|                                                                      |  |      |   |  |                                   |  |         |                |  |  |                         |   |  |                  |     |  |                  |  |      |                                             |  |  |                                |  |  |                  |      |  |                                                   |  |         |                                 |  |  |        |   |  |                        |      |   |                          |  |      |   |  |  |         |   |  |  |       |   |  |  |         |  
|Total comprehensive income                                            |  |      |   |  |                                   |  |        |                |  |  |                        |   |  |                  |    |  |                  |  |     |                                             |  |  |                               |  |  |                  |     |  |                                                   |  |        |                                 |  |  | 465.2  |   |  |                        |     |   |                          |  | 3.4  |   |  |  | 468.6   |   |  |  | 15.1  |   |  |  | 483.7   |  
|Allocation of profits:                                                |  |      |   |  |                                   |  |         |                |  |  |                         |   |  |                  |     |  |                  |  |      |                                             |  |  |                                |  |  |                  |      |  |                                                   |  |         |                                 |  |  |        |   |  |                        |      |   |                          |  |      |   |  |  |         |   |  |  |       |   |  |  |         |  
|Investment subsidy                                                    |  |      |   |  |                                   |  |        |                |  |  |                        |   |  |                  |    |  |                  |  | 7.0  |                                             |  |  |                               |  |  |                  |     |  |                                                   |  |        |                                 |  |  | (7.0   | ) |  |                        |     |   |                          |  |     |   |  |  |        |   |  |  |      |   |  |  |        |  
|Noncontrolling interest                                               |  |      |   |  |                                   |  |        |                |  |  |                        |   |  |                  |    |  |                  |  |     |                                             |  |  |                               |  |  |                  |     |  |                                                   |  |        |                                 |  |  |       |   |  |                        |     |   |                          |  |     |   |  |  |        |   |  |  | 5.2   |   |  |  | 5.2     |  
|Legal reserve                                                         |  |      |   |  |                                   |  |        |                |  |  |                        |   |  |                  |    |  |                  |  |     |                                             |  |  | 29.7                           |  |  |                  |     |  |                                                   |  |        |                                 |  |  | (29.7  | ) |  |                        |     |   |                          |  |     |   |  |  |        |   |  |  |      |   |  |  |        |  
|Dividends(R$ 0,076 per share)                                         |  |      |   |  |                                   |  |        |                |  |  |                        |   |  |                  |    |  |                  |  |     |                                             |  |  |                               |  |  |                  |     |  |                                                   |  |        |                                 |  |  | (31.7  | ) |  |                        |     |   |                          |  |     |   |  |  | (31.7   | ) |  |  |      |   |  |  | (31.7   | )
|Interest on own capital (R$ 0.24 per share)                           |  |      |   |  |                                   |  |        |                |  |  |                        |   |  |                  |    |  |                  |  |     |                                             |  |  |                               |  |  |                  |     |  |                                                   |  |        |                                 |  |  | (99.8  | ) |  |                        |     |   |                          |  |     |   |  |  | (99.8   | ) |  |  |      |   |  |  | (99.8   | )
|Reserve for investments and working capital                           |  |      |   |  |                                   |  |        |                |  |  |                        |   |  |                  |    |  |                  |  |     |                                             |  |  |                               |  |  |                  |     |  |                                                   |  | 282.9   |                                 |  |  | (282.9 | ) |  |                        |     |   |                          |  |     |   |  |  |        |   |  |  |      |   |  |  |        |  
|                                                                      |  |      |   |  |                                   |  |         |                |  |  |                         |   |  |                  |     |  |                  |  |      |                                             |  |  |                                |  |  |                  |      |  |                                                   |  |         |                                 |  |  |        |   |  |                        |      |   |                          |  |      |   |  |  |         |   |  |  |       |   |  |  |         |  
|At December 31, 2009                                                  |  |      |   |  |                                   |  | 1,438.0 |                |  |  | (183.7                  | ) |  |                  |    |  |                  |  | 17.4 |                                             |  |  | 110.2                          |  |  |                  |     |  |                                                   |  | 1,479.8 |                                 |  |  | (86.1  | ) |  |                        | 1.0  |   |                          |  | 16.1 |   |  |  | 2,792.7 |   |  |  | 90.3  |   |  |  | 2,883.0 |  
|                                                                      |  |      |   |  |                                   |  |         |                |  |  |                         |   |  |                  |     |  |                  |  |      |                                             |  |  |                                |  |  |                  |      |  |                                                   |  |         |                                 |  |  |        |   |  |                        |      |   |                          |  |      |   |  |  |         |   |  |  |       |   |  |  |         |  
|Net income for the year                                               |  |      |   |  |                                   |  |        |                |  |  |                        |   |  |                  |    |  |                  |  |     |                                             |  |  |                               |  |  |                  |     |  |                                                   |  |        |                                 |  |  | 330.2  |   |  |                        |     |   |                          |  |     |   |  |  | 330.2   |   |  |  | 15.2  |   |  |  | 345.4   |  
|Cumulative translation adjustments - subisidiaries                    |  |      |   |  |                                   |  |        |                |  |  |                        |   |  |                  |    |  |                  |  |     |                                             |  |  |                               |  |  |                  |     |  |                                                   |  |        |                                 |  |  |       |   |  |                        |     |   |                          |  | (5.9 | ) |  |  | (5.9    | ) |  |  | (2.4  | ) |  |  | (8.3    | )
|Other comprehensive income                                            |  |      |   |  |                                   |  |        |                |  |  |                        |   |  |                  |    |  |                  |  |     |                                             |  |  |                               |  |  |                  |     |  |                                                   |  |        |                                 |  |  |       |   |  |                        | (0.3 | ) |                          |  |     |   |  |  | (0.3    | ) |  |  |      |   |  |  | (0.3    | )
|                                                                      |  |      |   |  |                                   |  |         |                |  |  |                         |   |  |                  |     |  |                  |  |      |                                             |  |  |                                |  |  |                  |      |  |                                                   |  |         |                                 |  |  |        |   |  |                        |      |   |                          |  |      |   |  |  |         |   |  |  |       |   |  |  |         |  
|Total comprehensive income                                            |  |      |   |  |                                   |  |        |                |  |  |                        |   |  |                  |    |  |                  |  |     |                                             |  |  |                               |  |  |                  |     |  |                                                   |  |        |                                 |  |  | 330.2  |   |  |                        | (0.3 | ) |                          |  | (5.9 | ) |  |  | 324.0   |   |  |  | 12.8  |   |  |  | 336.8   |  
|Share-based remuneration                                              |  |      |   |  |                                   |  |        |                |  |  |                        |   |  |                  | 3.4 |  |                  |  |     |                                             |  |  |                               |  |  |                  |     |  |                                                   |  |        |                                 |  |  |       |   |  |                        |     |   |                          |  |     |   |  |  | 3.4     |   |  |  |      |   |  |  | 3.4     |  
|Allocation of profits:                                                |  |      |   |  |                                   |  |         |                |  |  |                         |   |  |                  |     |  |                  |  |      |                                             |  |  |                                |  |  |                  |      |  |                                                   |  |         |                                 |  |  |        |   |  |                        |      |   |                          |  |      |   |  |  |         |   |  |  |       |   |  |  |         |  
|Investment subsidy                                                    |  |      |   |  |                                   |  |        |                |  |  |                        |   |  |                  |    |  |                  |  | 8.7  |                                             |  |  |                               |  |  |                  |     |  |                                                   |  |        |                                 |  |  | (8.7   | ) |  |                        |     |   |                          |  |     |   |  |  |        |   |  |  |      |   |  |  |        |  
|Legal reserve                                                         |  |      |   |  |                                   |  |        |                |  |  |                        |   |  |                  |    |  |                  |  |     |                                             |  |  | 17.2                           |  |  |                  |     |  |                                                   |  |        |                                 |  |  | (17.2  | ) |  |                        |     |   |                          |  |     |   |  |  |        |   |  |  |      |   |  |  |        |  
|Interest on own capital (R$ 0.28 per share)                           |  |      |   |  |                                   |  |        |                |  |  |                        |   |  |                  |    |  |                  |  |     |                                             |  |  |                               |  |  |                  | 27.2 |  |                                                   |  |        |                                 |  |  | (118.9 | ) |  |                        |     |   |                          |  |     |   |  |  | (91.7   | ) |  |  |      |   |  |  | (91.7   | )
|Reserve for investments and working capital (practice adjustment)     |  |      |   |  |                                   |  |        |                |  |  |                        |   |  |                  |    |  |                  |  |     |                                             |  |  |                               |  |  |                  |     |  |                                                   |  | (86.1   | )                               |  |  | 86.1   |   |  |                        |     |   |                          |  |     |   |  |  |        |   |  |  |      |   |  |  |        |  
|Reserve for investments and working capital (net income for the year) |  |      |   |  |                                   |  |        |                |  |  |                        |   |  |                  |    |  |                  |  |     |                                             |  |  |                               |  |  |                  |     |  |                                                   |  | 185.4   |                                 |  |  | (185.4 | ) |  |                        |     |   |                          |  |     |   |  |  |        |   |  |  |      |   |  |  |        |  
|                                                                      |  |      |   |  |                                   |  |         |                |  |  |                         |   |  |                  |     |  |                  |  |      |                                             |  |  |                                |  |  |                  |      |  |                                                   |  |         |                                 |  |  |        |   |  |                        |      |   |                          |  |      |   |  |  |         |   |  |  |       |   |  |  |         |  
|At December 31, 2010                                                  |  |      |   |  |                                   |  | 1,438.0 |                |  |  | (183.7                  | ) |  |                  | 3.4 |  |                  |  | 26.1 |                                             |  |  | 127.4                          |  |  |                  | 27.2 |  |                                                   |  | 1,579.1 |                                 |  |  |       |   |  |                        | 0.7  |   |                          |  | 10.2 |   |  |  | 3,028.4 |   |  |  | 103.1 |   |  |  | 3,131.5 |  
|                                                                      |  |      |   |  |                                   |  |         |                |  |  |                         |   |  |                  |     |  |                  |  |      |                                             |  |  |                                |  |  |                  |      |  |                                                   |  |         |                                 |  |  |        |   |  |                        |      |   |                          |  |      |   |  |  |         |   |  |  |       |   |  |  |         |  

The accompanying notes are an integral part of these consolidated financial statements.



F-7



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Consolidated Statements of Cash Flow

Years Ended

In millions of U.S.
dollars





|                                                       |  |      |    |  |            |  |          |            |  |  |          |  
|------------------------------------------------------ |  | ---- | -- |  | ---------- |  | -------- | ---------- |  |  | -------- | -
|                                                       |  | Note |    |  | 12.31.2010 |  |          | 12.31.2009 | 
|Operating activities                                   |  |      |    |  |            |  |          |            |  |  |          |  
|Net income                                             |  |      |    |  |            |  | 345.4    |            |  |  | 478.9    |  
|Items not affecting cash and cash equivalents          |  |      |    |  |            |  |          |            |  |  |          |  
|Depreciation                                           |  |      | 16 |  |            |  | 103.0    |            |  |  | 115.2    |  
|Amortization                                           |  |      | 17 |  |            |  | 116.2    |            |  |  | 114.1    |  
|Allowance (reversal) for inventory obsolescence        |  |      |    |  |            |  | (5.6     | )          |  |  | 29.4     |  
|Market value adjustment provision                      |  |      |    |  |            |  | 62.3     |            |  |  | 6.1      |  
|Deferred income tax and social contribution            |  |      | 36 |  |            |  | 28.7     |            |  |  | (186.9   | )
|Accrued interest                                       |  |      |    |  |            |  | (10.2    | )          |  |  | 21.9     |  
|Stock option                                           |  |      |    |  |            |  | 3.4      |            |  |  |         |  
|Foreign exchange gain (loss), net                      |  |      | 35 |  |            |  | 7.5      |            |  |  | 82.2     |  
|Residual value guarantee                               |  |      | 38 |  |            |  | 2.7      |            |  |  | (1.1     | )
|Other                                                  |  |      |    |  |            |  | 10.9     |            |  |  | 15.9     |  
|Changes in assets and liabilities:                     |  |      |    |  |            |  |          |            |  |  |          |  
|Financial assets                                       |  |      |    |  |            |  | 220.0    |            |  |  | (458.7   | )
|Collateralized accounts receivable                     |  |      |    |  |            |  | (1.7     | )          |  |  | 73.1     |  
|Customer and commercial financing                      |  |      |    |  |            |  | (17.7    | )          |  |  | 69.0     |  
|Inventories                                            |  |      |    |  |            |  | 118.5    |            |  |  | 473.9    |  
|Other assets                                           |  |      |    |  |            |  | (49.3    | )          |  |  | 39.3     |  
|Non-recourse and recourse debt                         |  |      |    |  |            |  | (37.3    | )          |  |  | 3.0      |  
|Trade accounts payable                                 |  |      |    |  |            |  | 110.2    |            |  |  | (458.1   | )
|Contribution from suppliers                            |  |      |    |  |            |  | 18.5     |            |  |  | 90.2     |  
|Advances from customers                                |  |      |    |  |            |  | (186.2   | )          |  |  | (468.9   | )
|Taxes and payroll charges payable                      |  |      |    |  |            |  | 11.1     |            |  |  | 0.4      |  
|Financial guarantees                                   |  |      |    |  |            |  | (40.3    | )          |  |  | (15.5    | )
|Provision and contingencies                            |  |      |    |  |            |  | 44.3     |            |  |  | (58.5    | )
|Unearned income                                        |  |      |    |  |            |  | 19.4     |            |  |  | 38.7     |  
|                                                       |  |      |    |  |            |  |          |            |  |  |          |  
|Net cash generated by operating activities             |  |      |    |  |            |  | 873.8    |            |  |  | 3.6      |  
|                                                       |  |      |    |  |            |  |          |            |  |  |          |  
|Investing activities                                   |  |      |    |  |            |  |          |            |  |  |          |  
|Proceeds from sale of property, plant and equipment    |  |      |    |  |            |  | 29.3     |            |  |  | 28.6     |  
|Additions to property, plant and equipment             |  |      | 16 |  |            |  | (149.6   | )          |  |  | (184.7   | )
|Additions to intangible assets                         |  |      | 17 |  |            |  | (178.7   | )          |  |  | (219.4   | )
|Investments in held to maturity securities             |  |      |    |  |            |  | 10.7     |            |  |  |         |  
|Restricted cash reserved for construction of assets    |  |      |    |  |            |  |         |            |  |  | (2.5     | )
|                                                       |  |      |    |  |            |  |          |            |  |  |          |  
|Net cash (used in) investing activities                |  |      |    |  |            |  | (288.3   | )          |  |  | (378.0   | )
|                                                       |  |      |    |  |            |  |          |            |  |  |          |  
|Financing activities                                   |  |      |    |  |            |  |          |            |  |  |          |  
|Repayment of borrowings                                |  |      |    |  |            |  | (1,583.4 | )          |  |  | (1,498.5 | )
|Proceeds from borrowings                               |  |      |    |  |            |  | 942.8    |            |  |  | 1,474.6  |  
|Dividends and interest on own capital                  |  |      |    |  |            |  | (161.6   | )          |  |  |         |  
|                                                       |  |      |    |  |            |  |          |            |  |  |          |  
|Net cash (used in) financing activities                |  |      |    |  |            |  | (802.2   | )          |  |  | (23.9    | )
|                                                       |  |      |    |  |            |  |          |            |  |  |          |  
|Effects of exchange rate changes on cash               |  |      |    |  |            |  | 17.4     |            |  |  | 170.0    |  
|                                                       |  |      |    |  |            |  |          |            |  |  |          |  
|(Decrease) in cash and cash equivalents                |  |      |    |  |            |  | (199.3   | )          |  |  | (228.3   | )
|Cash and cash equivalents at the beginning of the year |  |      |    |  |            |  | 1,592.4  |            |  |  | 1,820.7  |  
|                                                       |  |      |    |  |            |  |          |            |  |  |          |  
|Cash and cash equivalents at the end of the year       |  |      |    |  |            |  | 1,393.1  |            |  |  | 1,592.4  |  
|                                                       |  |      |    |  |            |  |          |            |  |  |          |  

The accompanying notes are an integral part of these consolidated financial statements.



F-8



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|1. | Operations
|-- | ----------

Embraer 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 Federal 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.

On September 16, 2010, the Board of Directors approved a proposal to change
Embraers corporate objective and name. The proposal was submitted to the Board member appointed by the Brazilian Federal Government and to the Brazilian Finance Ministry, who confirmed that they were in favor of the measure. The proposal was
submitted to the General Meeting held on November 19, 2010 and was approved, and the corporate name was changed from Embraer - Empresa Brasileira de Aeronáutica S.A. to Embraer S.A. and the following activities included among its
corporate objectives:

(i) to design, construct and sell equipment, materials, systems, software, accessories and components
for the defense, security and energy industries and to promote or perform technical activities in relation to the respective production and maintenance, upholding the highest technical and quality standards; and

(ii) to execute other technical, industrial, commercial and service activities related to the defense, security and energy industries.

The Companys shares are listed on the enhanced corporate governance segment of the São Paulo Stock Exchange
(BM&FBOVESPA), the New Market (Novo Mercado). The Company also has American Depositary Shares (evidenced by American Depositary Receipts-ADRs) registered with the Securities and Exchange Commission (SEC) and listed on the New York
Stock Exchange (NYSE). The Company has no controlling group and its capital comprises only ordinary shares.

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 of the Financial Statements and Accounting Practices
|-- | -----------------------------------------------------------------



|2.1 | Presentation of the financial statements
|--- | ----------------------------------------

The financial statements presented were approved for issue by the Board of Directors at March 17, 2011.



|(a) | Basis of preparation
|--- | --------------------

The
consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB). These standards comprise (i) IFRS, (ii) the
International Accounting Standard (IAS), and (iii) Interpretations originated by the International Financial Reporting Interpretations Committee (IFRIC) or its predecessor the Standing Interpretations Committee (SIC). For the purposes of these
consolidated financial statements presented in accordance with IFRS there are no differences in relation to the current accounting practices adopted in Brazil (Brazilian GAAP) for the periods presented.

These are the first IFRS compliant financial statements prepared and presented by the Company. A summary of the main differences between
the accounting practices previously adopted by the Company (Prior Brazilian GAAP) and IFRS and the reconciliations between these comprehensive bodies of GAAP for shareholders equity and comprehensive income, are presented in Note
5.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates.
It also requires Management to exercise its judgment in the process of applying the Companys accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the
consolidated financial statements are disclosed in



F-9



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





Note 3. The actual results may differ from these estimates.

These
consolidated financial statements were prepared under the historical cost convention and adjusted to reflect financial assets and liabilities (including derivative instruments) measured at fair value through profit or loss.



|2.2 | Summary of significant accounting policies
|--- | ------------------------------------------



|(a) | 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 a majority of the equity of the subsidiary and has the power to direct the
subsidiarys finance and operating policies (ii) special purpose entities (SPEs) for which the Company has control and (iii) exclusive investment funds, as follows:

ELEB - Equipamentos Ltda. - ELEB - subsidiary with 99.9% of its capital is held by Embraer located in São
José dos Campos  São Paulo, Brazil. ELEB produces and sells precision hydraulic and mechanical equipment for the aviation industry, mainly for Embraer aircraft. Its wholly-owned subsidiary, ELEB Aerospace, Inc., domiciled in
Delaware, United States, with an operational base in the State of Kansas, United States, is currently closing down its operations.

Embraer Aircraft Holding Inc. - EAH - a wholly-owned subsidiary, located in Fort Lauderdale, United States, responsible for corporate and institutional activities. It has the following
subsidiaries located in the United States:



| |  |  | Embraer Aircraft Customer Services, Inc. - EACS - sells spare parts, product support and customer training to customers in the United
States, Canada and the Caribbean.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Embraer Aircraft Maintenance Services Inc. - EAMS - provides maintenance services for aircraft and components.
| | - |  | ----------------------------------------------------------------------------------------------------------------



| |  |  | Embraer Training Services - ETS - located in Delaware, United States, responsible for corporate and institutional activities and has a 51%
subsidiary, Embraer CAE Training Services - ECTS, also located in Delaware - United States, which provides training for pilots, mechanics and crew.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Embraer Executive Jet Services, LLC - EEJS - located in Delaware - United States. EEJS provides after sales support services and
maintenance services for executive aircraft.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Embraer Services Inc. - ESI - provides support in the United States for the defense and commercial market programs.
| | - |  | ---------------------------------------------------------------------------------------------------------------------



| |  |  | Embraer Executive Aircraft, Inc. - created in 2008, is located in Delaware and has its operational base in Melbourne, Florida. Its objective is the
final assembly and delivery of the Phenom executive jet.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Embraer Asia Pacific PTE. Ltd. -
EAP - a wholly-owned subsidiary, located in Singapore, created in 2006 with the objective of providing after sales support services in Asia.

Embraer Australia PTY Ltd. - EAL - a wholly-owned subsidiary, located in Melbourne, Australia, with the objective of providing after sales support services to customers in the
Australasian and Asian regions. The company is currently inactive.

Embraer Aviation Europe SAS - EAE - a
wholly-owned subsidiary, located in Villepinte, France, responsible for corporate and institutional activities and has the following subsidiaries:



| |  |  | Embraer Aviation International SAS - EAI - located in Villepinte, France, sells parts and provides after sales support services in Europe,
Africa and the Middle East.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-10



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





| |  |  | Embraer Europe SARL - EES - located in Villepinte, France, provides sales representation for the Company in Europe, Africa and the Middle
East.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------

Embraer Credit Ltd. - ECL - a wholly-owned subsidiary, located in Delaware, United
States, provides support for sales operations.

Embraer GPX Ltda - GPX - subsidiary with 99.9% of its
capital is held by Embraer, created in 2006 and located in Gavião Peixoto, State of São Paulo, Brazil to provide specialized aircraft maintenance services, started operations in October 2009.

Embraer Overseas Limited - EOS - a wholly-owned subsidiary, located in the Cayman Islands, B.W.I., created in September
2006 with the sole objective of carrying out financial transactions, including rising and investing funds, intercompany loans for Embraer companies.

Embraer Representation LLC - ERL - a wholly-owned subsidiary, located in Delaware, United States, provides commercial and institutional representation for the Company.

Embraer Spain Holding Co. SL - ESH - a wholly-owned subsidiary, located in Spain. Its objective is to coordinate
investments in subsidiaries abroad, including those focused on activities that support the sale of aircraft and Management of assets derived from these operations. ESHs operations are carried out by its subsidiaries, as follows:



| |  |  | Airholding SGPS, S.A. - is located in Portugal and 70% of its capital is held by ESH. Its main activity is its 65% participation in the voting capital
of OGMA - Indústria Aeronáutica de Portugal S.A., a Portuguese aviation maintenance and production company. The remaining 35% of the voting capital is held by Empresa Portuguesa de Defesa - EMPORDEF.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | ECC Investment Switzerland AG - located in Switzerland, holds 100% of the capital of the subsidiaries ECC Insurance & Financial Co. Ltd. and
Embraer Finance Ltd. - EFL.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | ECC Insurance & Financial Co. Ltd. - located in the Cayman Islands, is an in-house insurance company providing cover for the financial
guarantees offered to customers and/or financing agents involved in structuring the sales of Embraer aircraft.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Embraer Finance Ltd. - EFL - located in the Cayman Islands, assists customers in obtaining third-party financing, as well as providing
support for some of the Companys purchase and sale transactions.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | ECC Leasing Co. Ltd. - located in Ireland, its objective is the lease and sale of used aircraft.
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | Harbin Embraer Aircraft Industry Company Ltd. - HEAI - based in Harbin, in China, its purpose is to manufacture aircraft in order to meet
the air transportation market demand in China.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | EMBRAER CAE Training Services (UK) Ltd. - ECUK - created in 2009, is located in London, United Kingdom, and provides training for pilots,
mechanics and crew. EMBRAER holds 51% of its capital.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | EMBRAER Portugal - SGPS S.A. - a wholly-owned subsidiary created in 2008, is located in Ever, Portugal, and its objective is to coordinate investments
and economic activity in its subsidiaries in Portugal.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | EMBRAER-Portugal Estruturas Metálicas S.A - created in 2008 and located in Portugal, in the city of Évora, its objective is the
manufacture, assembly, maintenance and sale of parts, components and metal sets and carrying out other technical, industrial, commercial and service activities related to the metal products industry.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-11



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





| |  |  | Embraer-Portugal Estruturas em Compósitos S.A. - created in 2008, and located in Portugal, in the city of Évora, its objective is the
manufacture, assembly and sale of structures based on parts and sets in composite materials and carrying out other technical, industrial, commercial and service activities related to the composite, non-metal products manufacturing industry.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Embraer (China) Aircraft Techinical Services Co., Ltd  ECA  based in Beijing, its objective is the provides after sales support
services, maintenance services and sells parts to customers in the China.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ECC do Brasil Cia. de Seguros -
ECC - a wholly-owned subsidiary, located in Rio de Janeiro, State of Rio de Janeiro, Brazil, was created in 2004 and approved by the Private Insurance Agency - SUSEP. Its objective is to operate solely with export credit insurance.
On December 7, 2007, Embraers Board of Directors approved the proposal to sell all of its shares in ECC do Brasil Cia de Seguros, and on April 7, 2009, Embraer signed a contract to this effect, subject to approval by the Private
Insurance Agency - SUSEP, which has not yet been granted.

Indústria Aeronáutica Neiva Ltda. -
Neiva - subsidiary with 99.9% of its capital is held by Embraer, located in Botucatu, State of São Paulo, Brazil, which currently sells agricultural aircraft and parts and components for this model of aircraft.

Special Purpose Companies - SPEs - the Company organizes some of its aircraft sale financing transactions through SPEs,
in which the Company has no direct or indirect interest. Although it has no equity interests, the Company controls their operations or takes a majority share of their risks and rewards, and the SPEs are therefore consolidated in the financial
statements of the parent company. The consolidated SPEs are: Table Inc., PM Limited, Refine Inc., RS Limited, River One Ltd. and Port One Ltd. Other SPEs in which Embraer has not control and has no continuous involvement were not consolidated, based
on technical analyses made by Management.

Exclusive Investment Funds - in connection with its business strategies, the
Company has investments in exclusive funds, which are consolidated in the financial statements. The balances of marketable securities and investments maintained through these Funds are recorded in the Cash and cash equivalents or Financial assets
accounts, taking into consideration the original maturities of the securities and the fund investment strategies, which provide for negotiation of these securities in periods that reflect the immediate liquidity of the amounts (Note 7 and 8).

All intercompany accounts and transactions arising from consolidated entities have been eliminated.



|(b) | Subsidiaries
|--- | ------------

Subsidiaries are all entities (including special purpose entities) whose financial and operational policies may be directed by the Company
and in which it normally holds more than half the voting shares. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Company controls another entity.
Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are de-consolidated from the date that control ceases.

The purchase method of accounting is used to account for the acquisition of subsidiaries by the Company. The cost of an acquisition is measured as the fair value of the assets given, equity instruments
issued and liabilities incurred or assumed at the acquisition date. The acquition-related costs are recognizes as expenses in the period which the costs are incurred and the services received. Identifiable assets acquired and liabilities and
contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the
Companys share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the statement of
income.



F-12



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|(c) | Functional and presentation currency
|--- | ------------------------------------

After analyzing Embraers operations and businesses with regard to the applicability of IAS 21 - The Effects of Changes in Foreign Exchange Rates, particularly in relation to the factors involved in
determining its functional currency, Management concluded that the Companys functional currency is the U.S. dollar (US$ or dollar). This conclusion was based on analysis of the following indicators, as set out in IAS
21:



| |  |  | Currency that mainly influences sales prices of goods and services;
| | - |  | -------------------------------------------------------------------



| |  |  | Currency of the country whose competitive forces and regulations mainly determine the sales price of its goods and services;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | Currency that mainly influences labor, materials and other costs of providing goods or services;
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | Currency in which the funds for financial operations are largely obtained; and
| | - |  | ------------------------------------------------------------------------------



| |  |  | Currency in which revenue from operations is usually received.
| | - |  | --------------------------------------------------------------

Items included in the financial statements of each of the Companys entities are measured using the currency of the primary economic
environment in which the entity operates (the functional currency). The consolidated financial statements are presented in U.S. dollars, which is the Companys presentation currency.



|(d) | Transactions in foreign currencies
|--- | ----------------------------------

Transactions in other currencies (different to the functional currency) are translated to the functional currency, using the exchange rates in effect on the date of the transactions or measurement, on
which the items are re-measured. Foreign exchange gains and losses resulting from translation using the closing rate at the end of the year, relating to monetary assets and liabilities in foreign currencies, are recognized in the statement of
income.

Foreign exchange gains and losses relating to monetary assets and liabilities are presented in the statement of income
as Foreign exchange gain (loss), net.



|(e) | Translation of subsidiarys financial statements
|--- | ------------------------------------------------

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.



|(f) | Financial Instruments
|--- | ---------------------

Financial Assets - Classification and measurement

The Company classifies its financial assets among the following categories: (i) measured at fair value through profit or loss, (ii) available for sale, (iii) held to maturity and
(iv) loans and receivables. The classification depends on the purpose for which the financial assets were acquired. Management decides on the classification of its financial assets at initial recognition.

Regular purchases and sales of financial assets are recognized on the trade-date - the date on which the Company commits to purchase or
sell the asset.

Investments are initially recognized at fair value plus transaction costs for all financial assets not carried
at fair value through profit or loss. Financial assets carried at fair value through profit or loss is initially recognized at fair value, and transaction costs are expensed in the statement of income.



F-13



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





Financial assets are derecognized when the rights to receive cash flows from the
investments have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership. Available-for-sale financial assets and financial assets at fair value through profit or loss are subsequently
carried at fair value. Loans and receivables are subsequently carried at amortized cost using the effective interest method.



| | (i) | Financial Assets measured at fair value through profit or loss
| | --- | --------------------------------------------------------------

Financial assets measured at fair value through profit or loss is those held for active and frequent trading. The assets in this category are classified as current assets. Gains and losses resulting from
differences in the fair value of financial assets measured at fair value through profit or loss are presented in the statement of income in financial income in the period in which they occur. In this case, the differences are recorded under the same
heading as the income affected by the transaction.

The fair values of publicly quoted investments are based on the current
purchase and sale prices. In the case of financial assets without an active market or not publicly quoted, the Company uses valuation techniques to calculate the fair value. These methods include comparison with recent transactions with third
parties, reference to other substantially similar instruments, analysis of discounted cash flows and options pricing models that prioritize market information and minimize information generated by Management.



| | (ii) | Available for sale financial assets
| | ---- | -----------------------------------

Financial assets available for sale are non-derivatives classified in this category or that are not classified in any other category. They are included in noncurrent assets, unless Management intends to
dispose of the investment within 12 months after the balance sheet date. Financial assets available for sale are recorded at fair value. The interest on securities available for sale, calculating by the effective interest rate method, is recorded in
the statement of income as financial income. The portion corresponding to the change in fair value is posted directly to shareholders equity, in the Equity Adjustments Account, and realized through profit or loss on settlement when the loss is
considered permanent (impairment).



| | (iii) | Held to maturity
| | ----- | ----------------

The
investments in derivative instruments that the Company has the ability and intention to hold until maturity are classified as investments held to maturity and are measured at amortized cost.

The Company evaluates if there is objective evidence that a financial asset or a group of financial assets are registered above their
recovery value. When applicable, a provision for devaluation is recognized.



| | (iv) | Loans and receivables
| | ---- | ---------------------

This
category includes loans granted and receivables that are non-derivative financial assets with fixed or determinable payments, not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the
end of the reporting period. These are classified as non-current assets.

The Companys loans and receivables comprise
loans to subsidiaries, trade accounts receivable, other accounts receivable. Loans and receivables are recorded at the amortized cost, by the effective interest rate method.

The Company assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial
assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a loss event) and that loss event (or
events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.



F-14



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|(g) | Cash and cash equivalents
|--- | -------------------------

Cash and cash equivalents include cash on hand, bank deposits and highly liquid short-term investments, usually maturing within 90 days of
the investment date, readily convertible into a known amount of cash and subject to an insignificant risk of change in value. This classification includes repurchase agreements and Bank Deposit Certificates - CDBs with a daily liquidity index in the
Clearing House for the Custody and Financial Settlement of Securities - CETIP.



|(h) | Financial assets measured at fair value through profit or loss
|--- | --------------------------------------------------------------

Financial instrument assets measured through profit or loss are financial assets acquired by the Company, principally for the purpose of selling or repurchasing in the short term. Usually, this
classification includes securities with original maturities over 90 days from the date of application.



|(i) | Derivatives and hedge operations
|--- | --------------------------------

Derivatives are initially recognized at fair value on the date on which a derivatives contract is signed and are, subsequently, re-measured at fair value, the differences in fair value are recorded in the
statement of income as Financial Expenses, except when the derivative is designated as a hedge instrument.

Although the
Company uses derivatives for protection, no derivative instrument has been designated as hedge accounting.



|(j) | Trade accounts receivable
|--- | -------------------------

Trade accounts receivable are recognized initially at present value and include revenues recorded using the percentage-of-completion
method. They are subsequently recorded at amortized cost using the effective interest rate method, less provision for impairment.

A provision for impairment of trade receivable is recorded when there is objective evidence that the Company will not be able to recover all the amounts owed by its customers. Significant financial
difficulties of the debtor, probability of the debtor filing for bankruptcy or reorganization proceedings and failure to pay or default (overdue 180 days or more) are considered indicators that the trade receivables are impaired. The amount of the
provision is the difference between the book value and the recoverable value. The book value of the asset is reduced by the amount of the provision, and the amount of the loss is recorded in the statement of income as Selling expenses. When a trade
receivable is deemed totally unrecoverable, it is written off against a provision for trade receivables. Subsequent recovery of amounts previously written off is registered in Selling expenses.



|(k) | Customer and commercial financing
|--- | ---------------------------------

These relate to financing granted on the sale of certain aircraft and are measured at the amortized cost, by the effective interest rate method.

The Company assesses at the end of each reporting period if there is objective evidence that the assets are recorded at an amount higher
than their recoverable value (impairment). When applicable, a provision is recorded to reduce the value of this asset.



|(l) | Collateralized accounts receivable and recourse and non-recourse debt
|--- | ---------------------------------------------------------------------

Certain of the Companys sales are made under structured financing arrangements whereby a Special Purpose Entity - SPE purchases the aircraft, pays the Company the purchase price on delivery or at
the end of the structured sales financing period, and transfers the purchased aircraft to the final customer. A financial institution finances the purchase of the aircraft from an SPE and bears part of the credit risk; the Company offers financial
guarantees and/or residual value guarantees in favor of the institution.

The Company classifies the risks of this transaction
as non-recourse when the financing institution bears the risk and as recourse when the Company bears the risk (Note 11).



F-15



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|(m) | 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. Inventories in transit are stated at accumulated cost of each item.



|(n) | Property, plant and equipment
|--- | -----------------------------

Property, plant and equipment are recorded at purchase, formation or construction cost, less accumulated depreciation and impairment losses.

Depreciation is calculated on the straight-line method (except spare parts pool). Land is not depreciated (Note 16).

The Company determines residual value for certain aircraft and spare parts included in the Exchange Pool Program. Others items of
property, plant and equipment does not have residual value attributed as the Company does not intend to sell or dispose of these assets, other than for scrap. The assets residual values and useful lives are reviewed, and adjusted if
appropriate, at the end of each reporting period. The Company reviewed useful lives of certain assest during 2010 (Note 16).

Subsequent costs are included in the book value of the asset or recorded as a separate asset, as appropriate, only when it is likely that
the item will yield future economic benefits and the cost of the item can be reliably measured. The book value of replacement items or parts is written off. All other repairs and maintenance costs incurred are recorded in the statement of income.

Materials allocated to specific projects are capitalized in property, plant and equipment in progress and subsequently
transferred to the final property, plant and equipment accounts.

The cost of charges on loans obtained to finance construction
of property, plant and equipment are capitalized during the period required to build and prepare the asset for its intended use. The gains and losses on disposals are determined by comparing the amount received with the book value and are reported
under Other operating income (expenses), net in the statement of income.

The items comprising property, plant and equipment
are summarized below:



| |  |  | Land - mainly comprise areas on which the industrial, engineering and administrative buildings are located.
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | Buildings and land improvements - buildings are mainly plants, engineering departments and offices, and land improvements include parking lots, road
systems and water and sewage networks.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Facilities - comprise auxiliary industrial facilities that directly or indirectly support the Companys industrial operations, as well as
facilities of the engineering and administrative departments.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Machinery and equipment - comprise the machinery and other equipment directly or indirectly used in the manufacturing process.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



| |  |  | Furniture and fixtures - comprise furniture and fixtures used in the production, engineering and administrative departments.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



F-16



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





| |  |  | Vehicles - comprise mainly industrial vehicles and automobiles.
| | - |  | ---------------------------------------------------------------



| |  |  | Aircraft - comprise mainly aircraft leased to airlines, and those used by the parent company to assist in testing new projects.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------



| |  |  | Computers and peripherals - comprise technology equipment used mainly in the production process, engineering and administration.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



| |  |  | Property, plant and equipment in progress - comprise construction works to expand the manufacturing plants and aircraft maintenance centers.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Spare parts pool - comprises a spare parts pool for the exclusive use of customers who are included in the Exchange Pool Program. This program allows
these customers to exchange a damaged component for one in working condition, as defined in the Program. These items are depreciated based on estimated useful lives of seven to ten years and an average residual value of 35%, which the Company
believes to be the approximate utilization time and realizable amount, respectively.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(o) | Intangible assets
|--- | -----------------



| | (i) | Research and development
| | --- | ------------------------

Research costs are recorded as expense when they are incurred. Cost on project development, mainly product development, including
drawings, engineering designs and construction of prototypes, are recorded as intangible assets when it is probable that the projects will generate future benefits, taking into account their commercial and technological feasibility, availability of
technological and financial resources and only if the cost can be reliably measured.

Capitalized development costs are
amortized when the related asset is available for use, based on the number of estimated aircraft sales for each project, and the amortized amounts are appropriated to production cost. These estimates are reviewed as required.

In the case of inactive projects or those that are unlikely to be completed, the deferred costs are written off or reduced to the
recoverable amount. Other development costs that do not meet these criteria are recorded as an expense as they are occurred. Development costs previously recorded as an expense are not subsequently capitalized as an asset.



| | (ii) | Computer software
| | ---- | -----------------

Software
licenses are capitalized and amortized over their estimated useful lives.

Costs associated with maintaining computer software
programs are recognized as an expense as incurred. Development costs that are directly attributable to identifiable and unique software, controlled by the Company and that are expected to generate benefits greater that exceed costs for more than one
year, are recorded in intangible assets.



|(p) | Impairment
|--- | ----------

Property,
plant and equipment and other non-current assets, including intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. In such cases, the recoverable value is
determined. An impairment loss is recognized for the amount by which the assets carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an assets fair value less costs to sell and value in use.

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows
(cash-generating units). Non-financial assets other than goodwill that suffered an impairment charge are reviewed for



F-17



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





possible reversal of the impairment charge at each reporting date. For intangible assets arising in the process of development, impairment tests are carried out irrespective of evidence of loss.



|(q) | Others current and non-current assets
|--- | -------------------------------------

Other current and non-current assets are stated at cost or realizable value including, when applicable accrued income.



|(r) | Loans and financing
|--- | -------------------

Loans and financing are recognized initially at fair value. Loans and financing are subsequently carried at amortized cost; any difference
between the proceeds (net of transaction costs) and the redemption value is recognized in the statement of income over the period of the contract using the effective interest method.

Fees paid on the establishment of loan facilities are recognized as transaction costs of the loan to the extent that it is probable that
some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalized as a
pre-payment for liquidity services and amortized over the period of the facility to which it relates.

Loans and financing are
registered as current liabilities, unless the Company has an unconditional right to defer the settlement of the liability to 12 months after the date of the balance sheet, at least.



|(s) | Leases
|--- | ------

The
classification of a lease depends on whether an agreement is or contains a lease, is based on the essence of the agreement and includes a determination as to if (i) the fulfillment of the agreement depends on the use of one or more specific
assets and (ii) the agreement assigns the right to use the asset.



| | (i) | Aircraft leases
| | --- | ---------------

Aircraft
classified as operating leases are reported in the Companys balance sheet as property, plant and equipment, and depreciated over their estimated useful lives. The rental income (net of any subsidy granted to the lessee) is recorded by the
straight-line method over the lease period. Aircraft classified as finance leases are not recorded in the Companys assets after the lease commences; the income and respective cost of sales are recorded on the date of the leasing transaction.



| | (ii) | Other leases
| | ---- | ------------

Leases in which
the Company holds substantially all the risks and benefits of ownership are classified as finance leases. Finance leases are recorded as a financed purchase, initially by recording a property, plant and equipment asset and a financial liability
(lease). Property, plant and equipment assets purchased classified as finance leases are depreciated at the rates in Note 16.

Leases in which a significant part of the risks and benefits of ownership are assumed by the lessor are classified as operating leases.
Payments made for operating leases are appropriated to the statement of income on the straight-line method over the contract period.



|(t) | Borrowing costs
|--- | ---------------

Borrowing costs attributable to acquisitions, buildings, or production of qualifying assets that need a substantial period of time to be
ready for use or sale are capitalized as part of the cost of the asset. The additional borrowing costs are recognized as expenses in the period when they occur. Borrowing costs include interest and other costs that the Company incurs in connection
with funds raising.



F-18



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|(u) | Advances from customers
|--- | -----------------------

These refer basically to advances received from customers prior to the delivery of the aircraft.



|(v) | Contingent assets and liabilities, legal obligations and court-mandated escrow deposits
|--- | ---------------------------------------------------------------------------------------

Contingent assets - are not recognized except when the Company concludes that the gain is virtually certain or in the case of real
guarantees or favorable legal decisions which no further appeals can be made.

Provision for contingencies- are recorded
considering the advice of the Companys legal counsel, the nature of the lawsuits, similarity with previous cases, complexity and court interpretations, whenever the loss is considered probable, would result in a probable outflow of resources
to settle the obligations and also when the amounts involved can be measured with a reasonable degree of certainty. Contingent liabilities classified as possible losses are not recorded, but disclosed in the financial statements, and where the
probability of loss is classified as remote, no provision or disclosure is made.

Court-mandated escrow deposits are recorded
as other assets.

The amount recorded in the provisions is considered sufficient to cover the estimates of probable losses.



|(w) | Employee benefits
|--- | -----------------



| | (i) | Defined contribution
| | --- | --------------------

The
Company and its subsidiaries provide defined contribution pension plans for their employees. For the companies headquartered in Brazil, the administration of the plan was transferred from Banco do Brasil S.A. - BB Previdência to EMBRAER PREV -
Sociedade de Previdência Complementar in 2010.



| | (ii) | Post-retirement healthcare benefits
| | ---- | -----------------------------------

The Company provides healthcare benefits including medical treatment, reimbursement of costs of medications, dental treatment and other benefits for certain retirees who retired in the past and for
certain retirees who will retire in the future.

The planned costs of offering post-retirement healthcare benefits and coverage
for dependents are recorded as a provision during the period of employment.

The Company accounts for such benefits recognizing
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. The Company also recognizes 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.



|(x) | Earnings per share
|--- | ------------------

Basic
earnings per common share was computed by dividing net income attributable to owners of Embraer available to common shareholders by the weighted average number of common shares outstanding during the period.

Undistributed net income attributable to owners of Embraer is computed by deducting total dividends from net income attributable to owners
of Embraer.



F-19



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





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.



|(y) | Share-based payment
|--- | -------------------

The
Company operates an equity-settled, share-based compensation plan, under which the entity receives services from employees as consideration for equity instruments (options) of the Company. The fair value of the employee services received in exchange
for the grant of the options is recognized as an expense. The total amount to be expensed is determined by reference to the fair value of the options granted.

The total expense is recognized over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each reporting period, the Company
revises its estimates of the number of options that are expected to vest. It recognizes the impact of revisions to original estimates, if any, in the statement of income, with a corresponding adjustment to equity.



|(z) | Employee profit sharing plan
|--- | ----------------------------

The employee profit-sharing program is linked to the Companys net income and to performance targets. Provisions are recorded monthly for the amounts determined proportionally to the salaries
payable. The policies established for company profit-sharing are set forth in Note 31.



|(aa) | Dividends and interest on own capital
|---- | -------------------------------------

Proposed distribution of dividends to shareholders is recorded as a liability in the Companys financial statements at the end of the tax year, based on the corporate bylaws. Any amount over and
above the minimum mandatory dividends according to Brazilian Law is only provisioned when declared by the Shareholders meeting.

Interest on own capital, paid out or registered as a provision, is recorded in the accounts as a financial expense for tax purposes. However, for purposes of these financial statements, the amount is
disclosed as a part of the net income for the year, and reclassified to shareholders equity; the tax benefits arising from the distributions are included the net income for the year.



|(bb) | Income tax and social contribution
|---- | ----------------------------------

Tax expenses for the period comprise current and deferred income tax. Tax is recorded in the statement of income, except to the extent that it relates to items recognized in Other comprehensive income or
directly in Shareholders equity. In this case, the tax is also recognized in Shareholders equity.

The current
income tax charge is calculated at the nominal rates applicable in each country, which on a composite, in the case of the Brazilian operations, approximate 34%, comprising income tax of 25% and social contribution on net income of 9%.

Deferred income tax is recognized using the liability method on temporary differences arising between the tax bases of assets and
liabilities and their accounting values in the consolidated financial statements.

Deferred tax assets are recorded on income
tax and social contribution losses, and on temporary differences between the book and tax bases of assets and liabilities, when it is probable that future taxable income will be sufficient to recover these tax credits. This assessment is based on
projections of future results of operations prepared and supported by internal assumptions and on future economic scenarios and are, accordingly, subject to change.



F-20



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





There is no prescriptive period of the tax losses carryforwards from the Brazilian
operations; however, their compensation is limited in future years to 30% of the tax payable in each year.



|(cc) | Product warranties
|---- | ------------------

Warranty expenses relating to aircraft and spare parts are recognized at the time of delivery, based on the estimated amounts to be
incurred. These estimates are based on historical factors that include warranty claims and the corresponding repair and replacement costs, the warranty given by the suppliers and the contractual coverage period. The warranty coverage period is
usually between 36 and 60 months. In some cases, the Company might be required by the aviation certification authorities to modify the product after delivery, due to upgrades or performance improvements. A provision is recorded for the estimated
costs of these modifications when the new requirements or improvements are demanded and known.

Certain sales contracts may
contain clauses guaranteeing minimum aircraft performance levels subsequent to delivery, based on predetermined operating targets. If the aircraft which is subject to such guarantees does not achieve the minimum performance indices after delivery,
the Company may be obliged to reimburse its customers for the increase in operating costs and services incurred, based on the criteria defined in the agreements. Losses relating to such performance guarantees are recognized when known or when, in
Managements opinion, circumstances indicate that the aircraft is unlikely to meet the minimum expected performance requirement.



|(dd) | Financial guarantees and residual value guarantees
|---- | --------------------------------------------------

Based on its analysis of the market and economic scenario, the Company may, in some cases, grant financial or residual value guarantees as part of the structured financing at the time of delivery of its
aircraft. The guaranteed amount is based on the expected future value of these aircraft at a certain moment in time during the period of effectiveness of the financing and is subject to a guarantee ceiling. If the guarantees are executed, the
Company must bear the difference, if any, between the guaranteed amount and the fair market value of the respective aircraft.

The provision for guarantees is based on statistical information or appraisals by third parties that take into consideration, among other
factors, the future value of the aircraft on the maturity and within the limits guaranteed by the Company. The Company records a provision to cover the risk of loss on these guarantees, and the estimates are reviewed upon the occurrence of events
that justify such reviews, when an additional provision may be recorded based on the estimated losses (Note 38).

Residual
value guarantees (RVG) are recorded as financial derivative instruments (Note 38).

In some cases, the Company holds guarantee
deposits in favor of third parties to whom financial and residual value guarantees have been given related to aircraft financing structures (Note 14).



|(ee) | Unearned income
|---- | ---------------

This
refers to commitments to supply spare parts, training, technical representatives and other commitments established in sales contracts for aircraft already delivered, the income from which will be appropriated when the service or product is delivered
to the customer.

This account also includes the unearned income on certain aircraft sales that, because of contractual
obligations, are accounted for as operating leases.



|(ff) | Other current and non-current liabilities
|---- | -----------------------------------------

These are stated at known or estimated amounts including, when applicable, accrued charges and foreign exchange differences.



F-21



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|(gg) | Revenue recognition
|---- | -------------------

Revenue comprises the fair value of the remuneration received or to be received for the sale of products and services in the normal course
of business. Revenue is presented net of taxes, returns, reductions and discounts, and in the consolidated financial statements, after eliminating intercompany sales.



| | (i) | Revenue from aircrafts and spare parts
| | --- | --------------------------------------

Revenues from sales of commercial, executive and other aircraft, spare parts and services are generally recognized at the time of delivery or shipment, when the risks and benefits are transferred to the
customer.



| | (ii) | Revenue from after sales support
| | ---- | --------------------------------

Revenue from aircraft sales contracts involving the supply of spare parts, training and technical representation is recognized when
effectively realized.



| | (iii) | Revenue from Exchange Pool Program
| | ----- | ----------------------------------

Revenue from the spare parts pool programs is recognized during the period of the contract and consists of a fixed charge and a variable charge directly related to the hours effectively flown by the
aircraft covered by this program.



| | (iv) | Revenue from construction contracts
| | ---- | -----------------------------------

In the Defense and security business, includes long term contracts the revenue from which is recognized according to the percentage-of-completion method, considering the percentage of costs incurred in
relation to the estimated total costs. Some contracts contain clauses for price increases based on pre-established price indices which are recognized on an accrual basis. Adjustments of recognition of revenues from sales contracts in the Defense and
security business sector are recorded when there is evidence that they will occur, based on Managements best estimates.



| | (v) | Revenue from operating leases
| | --- | -----------------------------

The Company also recognizes the revenue from aircraft rental as operating leases, proportional to the lease period, and records such
revenues as income under the other related businesses line item of our segment reporting.



| | (vi) | Sales deductions
| | ---- | ----------------

Sales
deductions comprise indirect sales taxes and contractual concessions. The Company may offer contractual concessions that provide customers with a reduction in the amount paid for the aircraft. The concessions are recorded as sales deductions,
because the concessions represent a reduction of the sales price.



|(hh) | 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 material cost are covered by contracts with suppliers. Prices under these contracts are generally adjusted based on escalation formula
which reflect, 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, on a straight- line basis.
| | ----- | -------------------------------------------------------------------------------------------------------------



F-22



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





Depreciation of aircraft classified as operating leases and exchange pool programs 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.



| | (iv) | Amortization - Internally generated intangible assets are amortized in accordance with the estimated sales of the series of aircraft and intangible assets acquired from
third parties are amortized on straight-line bases over the estimated useful lives of the assets.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Company
accrues a liability for obligations associated with product warranties at the aircraft delivery date estimated based on historical experience and recorded in Cost of sales and services, pursuant to the accounting standard for contingencies.

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



|(ii) | Operating expenses and other income
|---- | -----------------------------------

Operating expenses are basically made up of sales and marketing, administration, research and other operating expenses.



|(jj) | Government grants
|---- | -----------------

Refers
to investment subsidies received from FINEP (Research and Projects Financing Agency) for joint development of technologically innovative projects, in accordance with Law 10,973/04, relating to subsidies for technological research and development.
These amounts are recorded in the statement of income to the extent that the recourses are invested and the contractual milestones are met.

Government grants received for investments in research that is in accordance with pre determined conditions are recorded in the statement of income as a reduction of research expenses.



|(kk) | Financial income and expenses
|---- | -----------------------------

Financial income and expenses primarily comprise earnings on short-term investments, financial charges on loans, interest on contested taxes and contingencies (Note 34), as well as foreign exchange
differences on assets and liabilities expressed in currencies other than the functional currency (U.S. dollars). Financial income and expenses exclude borrowing costs attributable to acquisitions, buildings or production of qualifying assets that
need a substantial period of time to be ready for use or sale which are capitalized as part of the cost of the asset.



|(ll) | Transitional tax regime
|---- | -----------------------

The transitional tax regime (Regime Tributário de Transição - RTT) will be in force until a law regulating the
tax effects of the new accounting methods comes into effect, while seeking to maintain tax neutrality.

The regime was optional
for tax-years 2008 and 2009 and is mandatory for 2010, as follows:



| | (i) | Application to the two-year period 2008-2009, and not only to a single year; and
| | --- | --------------------------------------------------------------------------------



| | (ii) | Declaration of the election in the corporate income tax return (DIPJ).
| | ---- | ----------------------------------------------------------------------

The Company decided to adopt the RTT in 2008. Accordingly, for purposes of determining income tax and social contribution for the years ended December 31, 2010 and 2009, the Company adopted the
prerogatives set forth in the RTT.



F-23



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|(mm) | Statement of Cash Flows
|---- | -----------------------

The statement of cash flows was prepared on the indirect method in accordance with IAS 7 - Statement of Cash Flows.



|(nn) | Segment reporting
|---- | -----------------

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The
chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments and making strategic decisions, is the Chief Executive Officer.



|3. | Critical Accounting Estimates
|-- | -----------------------------

The preparation of the financial statements 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.

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, the estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.



|(a) | Sales and other operating revenues
|--- | ----------------------------------

The Company recognizes revenues from sales made by the commercial, executive, aviation services and Defense and security business when benefits 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 aircraft, classified as operating leases on a straight-line basis over the lease term and, when presenting information by operating segment, we record
such rental revenue under the other related businesses line item of our segment reporting.

In the Defense and
security segment, a significant portion of revenues is derived from long-term development contracts with Brazilian and foreign governments, for which the Company recognize revenues on the percentage-of-completion, or POC, method. These 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. Use of the percentage-of-completion method requires the Company to estimate the total costs to be incurred on the contracts. Were the total costs to be incurred to fall by 10% from managements estimates, the
amount of revenue recognized in the year would be increased by US$ 77.4 and if the total costs to rise by 10%, the amount of revenue recognized in the year would be decreased by US$ 90.8.

Revenue under exchange pool programs is recognized monthly over the contract term and consists 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:



| |  |  | 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 the Companys 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.



F-24



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|(b) | Product warranties
|--- | ------------------

Generally, aircraft sales are accompanied by a standard warranty for systems, accessories, equipment, parts and software manufactured by
us and/or by the Companys risk-sharing partners and supplies. The Company recognizes 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 historical warranty claims 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 past experience, mainly when a new family of aircraft enters service, which could require us to increase the product warranty reserve. The warranty period is three years for
spare parts and five years for components that are a part of the aircraft when sold.



|(c) | Guarantees and trade-in rights
|--- | ------------------------------

The Company may offer financial and residual value guarantees and trade-in rights related to its aircraft. The Company reviews 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. The 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. The Company evaluates the creditworthiness of obligors for which it provides credit guarantees by analyzing a
number of factors, including third-party credit ratings and the estimated obligors borrowing costs.



|(d) | Residual interests in aircraft
|--- | ------------------------------

In structured financing arrangements, an entity purchases an aircraft from the Company, pays 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.

Although it has no equity interests, the Company controls the SPEs operations or takes a majority share of their risks and rewards.
Accordingly, the SPEs owned by third parties where the Company has control are consolidated. When the Company no longer holds control, the assets and liabilities related to the aircraft are deconsolidated from the Companys balance sheet.

The Company evaluates control characteristics over the SPE principally based on a qualitative assessment. This includes a
review of the SPEs capital structure, contractual relationships and terms, nature of the SPEs operations and purpose, nature of the SPEs interests issued, and their interests in the entity which either create or absorb variability.
The Company evaluated the design of the SPE and the related risks the entity and the variable interest holders are exposed to in evaluating consolidation. In limited cases, when it is unclear from a qualitative standpoint who has control over the
SPE, the Company uses a qualitative analysis to calculate the probability-weighted expected losses and probability-weighted expected residual returns using cash flow and statistical risk measurement modeling.



|(e) | Impairment
|--- | ----------

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 discounted future cash flows of the asset or its net realizable value. Assets are grouped
based on families of aircraft, which are the Companys cash-generating units (CGU). The Company uses assumptions to determine the expected discounted cash flows including the forecasts of future cash flows and the net realizable values, which
are based on the Companys best estimate of future sales and operating costs, 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. The Company registered the net accounting value of the underlying assets if the sum of the expected future cash flows or the net



F-25



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





realizable value is less than accounting value. These reviews to date have not indicated the need to recognize any impairment.



|(f) | Fair value of financial instruments
|--- | -----------------------------------

The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. The Company uses its judgment to select a variety of methods and make
assumptions that are mainly based on market conditions existing at the end of each reporting period.



|(g) | Income taxes
|--- | ------------

The Company
is subject to income taxes in numerous jurisdictions. Significant judgment is required in determining the worldwide provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain. The
Company recognizes liabilities based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred
income tax assets and liabilities in the period in which such determination is made.

Because the majority of the
Companys tax basis is in Reais and its functional currency is the U.S. dollar, the income tax expense line item is highly sensitive to the effects of changes in exchange rates particularly from the comparative bases of its non-monetary assets.
As at December 31, 2010, if the Real to depreciate or appreciate by 10% against the U.S. dollar, the deferred income tax expense would have increased by approximately US$ 109.0 or decreased by US$ 109.0, respectively.



|4. | Accounting pronouncements not yet adopted
|-- | -----------------------------------------

The following standards and amendments to the existing standards have been issued and are mandatory for accounting periods beginning on or after January 1, 2011 and for subsequent periods. These
standards and amendments have not been early adopted by the Company.

- IFRS 9, Financial instruments, issued in
November 2009. This standard is the first step in the process of substitution of IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 introduces new requirements for classification and measurement of financial assets and
will probably affect the Companys accounting for its financial assets. The standard applies as from January 1, 2013, but may be adopted earlier. The Company is analyzing the impact on financial statements.

- IAS 24, Revised, Related Parties Disclosures, issued in November 2009. It replaces IAS 24, Related Parties
Disclosures, issued in 2003. IAS 24 (revised) is mandatory for periods beginning on or after January 1, 2011. Full or partial early adoption is permitted. The revised standard clarifies and simplifies the definition of related parties and
eliminates the requirement for entities related to the government to disclose details of all their transactions with the government and other government-related entities. The Company is analyzing the impact on financial statements.

- Classification of rights issues (amendment to IAS 32), published in October 2009. The amendment is applicable for annual
periods beginning on or after February 1, 2010. Earlier application is permitted. The amendment addresses the accounting for rights issues denominated in a currency other than the functional currency of the issue. Provided certain conditions
are complied with, these share rights are now classified as equity, irrespective of the currency in which the exercise price is denominated. Previously, the shares had to be accounted for as derivative liabilities. The amendment applies
retroactively, pursuant to IAS 8 Accounting Policies, Changes in Accounting. Estimates and Errors. The Company does not expect the adoption to have a material impact on its consolidated financial position or results of operations.



F-26



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





- IFRIC 19, Extinguishing Financial Liabilities with Equity has been in
force since July 10, 2010. The interpretation addresses the accounting by an entity when the terms of a financial liability are renegotiated and result in the entity issuing equity instruments to a creditor to extinguish all or part of the
financial liability (conversion of the debt). This requires recognition of any gain or loss in profit or loss, this being measured as the difference between the book value of the financial liability and the fair value of the equity instruments
issued. If the fair value of the financial instruments issued cannot be reliably measured, the equity instruments should be measured to reflect the fair value of the financial liability extinguished. The Company will apply the interpretation from
January 1, 2011. This is not expected to have any impact on the Companys financial statements.

- Prepayment
of Minimum Funding Requirements (amendment to IFRIC 14), issued in May 2009. The amendments correct an unintended consequence of IFRIC 14, IAS 19 - The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their
Interaction. Without the amendments, entities would not be permitted to recognize as an asset prepayments of minimum funding contributions. This was not the intention on issuing IFRIC 14, and the amendments correct this. The amendments come
into effect for annual periods beginning January 10, 2011. Earlier application is permitted. The amendments should be applied retroactively to the first comparative period presented. The Company does not expect the adoption to have a material
impact on its consolidated financial position or results of operations.



|5. | First-Time Adoption of IFRS
|-- | ---------------------------



|5.1 | Basis of transition to IFRS
|--- | ---------------------------



|5.1.1 | Application of IFRS 1
|----- | ---------------------

The Companys financial statements for the year ended December 31, 2010 are the first annual financial statements that comply
with IFRS as issued by the IASB. The Company applied IFRS 1, First time adoption of IFRS, in preparing these consolidated financial statements. The Company determined January 1, 2009 to be the transition date for IFRS.

The prior GAAP of the Company are the accounting practices adopted in Brazil (Prior Brazilian GAAP). Reconciliations from the
previously issued financial statements prepared in accordance with the Prior Brazilian GAAP at January 1, 2009, at December 31, 2009 and for the year then ended, to the corresponding balances of shareholders equity and net income are
presented herein (Note 5.2). Reconciliations to the corresponding balances of shareholders equity and net income balances in the consolidated financial statements filed with the U.S. Securities and Exchange Commission, as of January 1,
2009, as of and for the year ended December 31, 2009 prepared under U.S. generally accepted accounting principles (U.S. GAAP) are also presented (Note 5.3).

The accounting policies set out in Note 2 have been applied in preparing the financial statements as at and for the year ended December 31, 2010, the comparative information presented for the year
ended December 31, 2009 and the opening IFRS balance sheet at January 1, 2009.

In preparing these consolidated
financial statements in accordance with IFRS 1, the Company has applied the mandatory exceptions and certain of the optional exemptions from full retrospective application of IFRS, as set out in IFRS 1.



|5.1.2 | Exemptions to full retrospective application - elected by the Company
|----- | ---------------------------------------------------------------------

IFRS 1 allows first-time adopters certain exemptions from the general requirements contained in IFRSs. The Company opted to apply the following exceptions to retrospective application of IFRS:



| |  |  | Exemption for business combination
| | - |  | ----------------------------------

Business combinations through December 31, 2008 were accounted for under prior GAAP. As at



F-27



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





December 31, 2008, the Company did not present significant goodwill relating to these business combinations under the prior GAAP.



| |  |  | Exemption for leases
| | - |  | --------------------

The Company adopted the lease exemption for contracts which may contain a lease based on the facts and circumstances as at the date of transition to IFRS. There was no impact on the financial statements.

The remaining voluntary exemptions do not apply to the Company:



| |  |  | Exemption for share-based payment transactions
| | - |  | ----------------------------------------------

This exemption is not applicable as options granted by the Company were already vested before the transition date.



| |  |  | Exemption for insurance contracts (IFRS 4 Insurance Contracts)
| | - |  | ----------------------------------------------------------------

The Company does not issue insurance contracts; therefore this exemption is not applicable.



| |  |  | Exemption for fair value as deemed cost
| | - |  | ---------------------------------------

The Company was in full compliance with the requirements of IAS 16 at the transition date.



| |  |  | Exemption for cumulative translation differences
| | - |  | ------------------------------------------------

The Company elected to record prior amounts from the cumulative translation adjustment through January 1, 2009, and therefore this exemption is not applicable.



| |  |  | Exemption for assets and liabilities of subsidiaries
| | - |  | ----------------------------------------------------

This exemption is not applicable, as the use of the exemption is made at the level of the subsidiary, associate or joint venture that adopts IFRS when later than its parent company.



| |  |  | Exemption for compound financial instruments
| | - |  | --------------------------------------------

The Company has not issued any compound financial instrument; this exemption is not applicable.



| |  |  | Designation of previously recognized financial instruments
| | - |  | ----------------------------------------------------------

This exemption is not applicable, as there were no financial instruments to be designated as available-for-sale.



| |  |  | Fair value measurements of financial assets or financial liabilities
| | - |  | --------------------------------------------------------------------

Management has not applied the exemption offered by the revision of IAS 39 on the initial recognition of the financial instruments
measured at fair value through profit and loss where there is no active market; this exemption is not applicable.



| |  |  | Changes to existing decommissioning, restoration and similar liabilities included in the cost of property, plant and equipment exemption.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------

The Company does not have any decommissioning liabilities relating to its property, plant and equipment;
this exemption is not applicable.



| |  |  | Service concession arrangements
| | - |  | -------------------------------

The Company does not have agreements under the scope of IFRIC 12, Service concession



F-28



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





arrangements; this exemption is not applicable.



| |  |  | Borrowing costs
| | - |  | ---------------

This exemption is not applicable to the Company.



| |  |  | Transfer of assets from customers
| | - |  | ---------------------------------

The Company does not have agreements under the scope of IFRIC 18, Transfers of Assets from Customers; this exemption is not applicable.



| |  |  | Extinguishing financial liabilities with equity instruments
| | - |  | -----------------------------------------------------------

The Company does not have agreements under the scope of IFRIC 19, Extinguishing Financial Liabilities with Equity Instruments; this exemption is not applicable.



| |  |  | Exemption for employee benefits
| | - |  | -------------------------------

The Company does not have significant employee defined benefit plans. Therefore, this exemption is not relevant.



|5.1.3 | Exceptions to full retrospective application
|----- | --------------------------------------------

The Company applied the following compulsory exceptions to retrospective application:



| |  |  | Estimates
| | - |  | ---------

Estimates under IFRS at January 1, 2009 and December 31, 2009 are consistent with estimates made as at the same dates under
Prior Brazilian GAAP. There is no evidence that those estimates were made in error.



| |  |  | Derecognition of financial assets and liabilities
| | - |  | -------------------------------------------------

Financial assets and liabilities derecognized before January 1, 2009 are not re-recognized under IFRS. The application of this exception had no significant impact on these financial statements.



| |  |  | Hedge accounting
| | - |  | ----------------

Management has chosen not to apply hedge accounting. Accordingly, no adjustments were required.



| |  |  | Noncontrolling interest
| | - |  | -----------------------

Management applied prospectively from the date of transition to IFRS the requirement of IAS 27 in attributing total comprehensive income to the noncontrolling interest; and for accounting for changes in
the parents ownership interest in a subsidiary.



|5.2 | Reconciliation between BR GAAP and IFRS
|--- | ---------------------------------------

In preparing its opening balance sheet, the Company has adjusted amounts originally reported in its financial statements for the year ended December 31, 2008 prepared in accordance with Prior
Brazilian GAAP.



F-29



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|5.2.1 | Explanation of the effect of the transition to IFRS
|----- | ---------------------------------------------------



|(a) | Financial guarantee
|--- | -------------------

Prior Brazilian GAAP did not provide specific guidance on accounting for financial guarantee contracts. The Company determined its
accounting policy based on the requirements of U.S. GAAP. Based on its prior GAAP, the Company recognized only financial guarantee contracts executed after December 31, 2002.

Under IFRS, IAS 39 - Financial Instruments: Recognition and Measurement defines financial guarantee contracts as a contract
that requires the issuer to make payments to reimburse the holder for a loss it may incur because a debtor fails to make payments when due in accordance with the terms of a debt instrument. IAS 39 requires these contracts be initially recognized at
fair value. Furthermore, IAS 39 has no exemption for retrospective application in accounting for financial guarantee contracts and, therefore, the Company recorded at the transition date all financial guarantee contracts.

All sales with a financial guarantee are treated as multiple element arrangements. The revenue related to such financial guarantees is
deferred and recognized over the life of the contracts.

The Company recorded provisions for financial guarantee contracts of
US$ 136.1 and US$ 120.6, as at January 1 and December 31, 2009, respectively, and recognized in 2009 US$ 15.5 in revenue.



|(b) | Residual value guarantee
|--- | ------------------------

Prior Brazilian GAAP did not provide specific guidance on accounting for residual value guarantee contracts. The Company determined its
accounting policy based on the requirements of U.S. GAAP. Based on its prior GAAP, the Company recognized only residual value guarantee contracts issued after December 31, 2002.

Under IFRS, IFRS 4 - Insurance Contracts defines a residual value guarantee contract as a guarantee by one party of the fair
value at a future date of a non-financial asset held by a holder of the guarantee. As the contracts issued by the Company cover the beneficiary only for changes in market prices and not for changes in the condition of the beneficiarys asset,
the contract is not an insurance contract and is accounted for as a derivative within the scope of IAS 39. Under IAS 39 these contracts are initially and subsequently measured at fair value. IAS 39 does not provide for exemption from retrospective
application in accounting for derivative financial instruments and, therefore, the Company recognized at the transition date all residual value guarantee contracts executed before 2002. Under IFRS, the balances of US$ 9.4 and US$ 8.3 were recorded,
as at January 1 and December 31, 2009, a fair value remeasurement adjustment of US$ 1.1 was charged to financial expenses respectively.



|(c) | Post-retirement benefits
|--- | ------------------------

The cumulative net actuarial gains totaling US$ 1.0, which had not been recognized under Prior Brazilian GAAP, were recognized in retained
earnings as at January 1, 2009. The same adjustment was applied as at December 31, 2009.



|(d) | Deferred income tax effects on IFRS adjustments
|--- | -----------------------------------------------

Deferred income tax adjustments have been recorded on the IFRS transition adjustments and total US$ 49.5 as at January 1, 2009 and US$ 43.9 as at December 31, 2009. As a result, US$ 5.6 has been
recognized in the 2009 statement of income.



|(e) | Retained earnings
|--- | -----------------

With
the exception of the reclassifications, all adjustments above were recognized against opening retained earnings as at January 1, 2009.



|(f) | Earnings per share
|--- | ------------------

Under
Prior Brazilian GAAP, net income (loss) per share was only presented in the parent company financial statements and was calculated on the number of shares outstanding at the balance sheet date excluding shares held as treasury shares.



F-30



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





Under IFRS, basic earnings per share is presented based on the Companys
consolidated net income, considering the weighted average number of shares outstanding during the period excluding shares held as treasury shares. Diluted earnings per share are also presented, taking into account the potentially dilutive impact of
outstanding share options.



|(g) | Classification of line items
|--- | ----------------------------



| | (i) | Under Prior Brazilian GAAP, deferred income taxes are not netted and assets are presented separately from liabilities. Under IFRS, deferred tax assets and liabilities
are netted where there is a legal right to offset as well as the Companys intention and are classified as non-current.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | Under Prior Brazilian GAAP, noncontrolling interest is presented outside shareholders equity. Under IFRS, noncontrolling interest is presented within the
shareholders equity section.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5.2.2 | Reconciliations
|----- | ---------------



|(a) | Reconciliation of shareholders equity as at January 1, 2009 and December 31, 2009
|--- | ----------------------------------------------------------------------------------



|                                                                               |  |      |       |     |                       |  |         |                                   |  |  |         |  
|------------------------------------------------------------------------------ |  | ---- | ----- | --- | --------------------- |  | ------- | --------------------------------- |  |  | ------- | -
|                                                                               |  | Note |       |     | As ofDecember 31,2009 |  |         | At transitiondate -January 1,2009 | 
|Shareholders equity as originally presented under Prior GAAP
(Brazilian GAAP) |  |      |       |     |                       |  | 2,883.5 |                                   |  |  | 2,554.8 |  
|                                                                               |  |      |       |     |                       |  |         |                                   |  |  |         |  
|Financial guarantee                                                            |  |      | 5.2.1 | (a) |                       |  | (120.6  | )                                 |  |  | (136.1  | )
|Residual value guarantees                                                      |  |      | 5.2.1 | (b) |                       |  | (8.3    | )                                 |  |  | (9.4    | )
|Post-retirement benefits                                                       |  |      | 5.2.1 | (c) |                       |  | 1.0     |                                   |  |  | 1.0     |  
|Deferred income tax effects on IFRS adjustments                                |  |      | 5.2.1 | (d) |                       |  | 43.9    |                                   |  |  | 49.5    |  
|Presentation of non-controlling interest                                       |  |      | 5.2.1 | (g) |                       |  | 90.3    |                                   |  |  | 70.0    |  
|Other differences                                                              |  |      |       |     |                       |  | (6.8    | )                                 |  |  | (4.2    | )
|                                                                               |  |      |       |     |                       |  |         |                                   |  |  |         |  
|                                                                               |  |      |      
|Shareholders equity as reported under IFRS                                    |  |      |       |     |                       |  | 2,883.0 |                                   |  |  | 2,525.6 |  
|                                                                               |  |      |       |     |                       |  |         |                                   |  |  |         |  



|(b) | Reconciliation of comprehensive income for the year ended December 31, 2009
|--- | ---------------------------------------------------------------------------



|                                                                     |  |      |       |     |                            |  |       |  
|-------------------------------------------------------------------- |  | ---- | ----- | --- | -------------------------- |  | ----- | -
|                                                                     |  | Note |       |     | Year endedDecember 31,2009 | 
|Net income as originally presented under Prior GAAP (Brazilian GAAP) |  |      |       |     |                            |  | 457.0 |  
|                                                                     |  |      |       |     |                            |  |       |  
|Financial guarantee                                                  |  |      | 5.2.1 | (a) |                            |  | 15.5  |  
|Residual value guarantee                                             |  |      | 5.2.1 | (b) |                            |  | 1.1   |  
|Deferred income taxes effects on IFRS adjustments                    |  |      | 5.2.1 | (d) |                            |  | (5.6  | )
|Presentation of non-controlling interest                             |  |      | 5.2.1 | (g) |                            |  | 13.7  |  
|Other comprehensive income                                           |  |      |       |     |                            |  | 4.7   |  
|Other differences                                                    |  |      |       |     |                            |  | (2.7  | )
|                                                                     |  |      |       |     |                            |  |       |  
|Comprehensive income as reported under IFRS                          |  |      |       |     |                            |  | 483.7 |  
|                                                                     |  |      |       |     |                            |  |       |  



|5.3 | Additional reconciliation between U.S. GAAP and IFRS
|--- | ----------------------------------------------------

Reconciliations between the U.S. GAAP balances presented in the financial statements included in the December 31, 2009 Form 20-F filed with the SEC as at January 1, 2009 and December 31,
2009 and for the year then ended and the IFRS balances.



F-31



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|5.3.1 | Summary of principal differences between U.S. GAAP and IFRS
|----- | -----------------------------------------------------------



|(a) | Intangible assets
|--- | -----------------

In the
course of its activities, the Company incurs aircraft research and development costs. These costs include engineering, stress testing, prototyping and other related expenditures.

Under U.S. GAAP, research and development expenses were recognized as incurred.

IAS 38 Intangible Assets permits certain internally generated intangible assets to be capitalized. For capitalization
purposes, the following criteria must be met:



| | - | The definition criteria:
| | - | ------------------------



| |  |  | The intangible asset must be identifiable to distinguish it from goodwill;
| | - |  | --------------------------------------------------------------------------



| |  |  | The company must control the asset; and
| | - |  | ---------------------------------------



| |  |  | The future economic benefits from the intangible asset must flow to the company.
| | - |  | --------------------------------------------------------------------------------



| | - | The recognition criteria:
| | - | -------------------------



| |  |  | It is probable that the expected future economic benefits that are attributable to the asset will flow to the entity; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------



| |  |  | The cost of the asset can be measured reliably.
| | - |  | -----------------------------------------------



| | - | Development phase criteria:
| | - | ---------------------------



| |  |  | The technical feasibility of completing the intangible asset so that it will be available for use or sale can be demonstrated;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



| |  |  | The intention to complete the intangible asset and use it can be demonstrated;
| | - |  | ------------------------------------------------------------------------------



| |  |  | The ability to use the intangible asset can be demonstrated;
| | - |  | ------------------------------------------------------------



| |  |  | The company can demonstrate how the intangible asset will generate probable future economic benefits;
| | - |  | -----------------------------------------------------------------------------------------------------



| |  |  | The availability of adequate technical, financial and other resources to complete the development and to use the intangible asset can be demonstrated;
and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The ability to measure reliably the expenditure attributable to the intangible asset during its development can be demonstrated.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------

At the transition date, the Company had certain development projects which met the above criteria and,
therefore, IAS 38 was applied retrospectively. As a result, capitalized assets totaling US$ 665.5 and US$ 695.2, as at January 1 and December 31, 2009, respectively.

In December 31, 2009, US$ 26.2 was recognized to expenses with amortization.



|(b) | Acquisition of noncontrolling interest
|--- | --------------------------------------

Under U.S. GAAP, in 2008, the acquisition of the 40% noncontrolling interest in the subsidiary ELEB was recorded at fair value.

Under Prior Brazilian GAAP, the noncontrolling interest acquired was measured at book value and a negative goodwill balance was recorded. At transition date, the negative goodwill recorded was reversed to
opening retained earnings. As permitted by IFRS 1, this transaction was not reprocessed.

Under IFRS, liabilities were reduced
by US$ 17.0 and US$ 19.5 as at January 1 and December 31, 2009, respectively, and US$ 2.5 was recorded in income as a result of changes in assets or liabilities affected by



F-32



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





purchase price allocations.



|(c) | Income tax effects - recognition criteria
|--- | -----------------------------------------

Under U.S. GAAP, consistent with ASC 740-10, paragraph 25-3 (f), the Company did not recognize a deferred tax liability or asset for differences related to assets and liabilities that are remeasured from
the local currency into the functional currency using historical exchange rates and that result from changes in exchange rates.

IAS 12 Income Taxes requires that deferred tax asset or liabilities be recognized for all deductible or taxable temporary
differences, with the following exceptions:



| | - | Deferred tax liability - except to the extent that the deferred tax liability arises from:
| | - | ------------------------------------------------------------------------------------------



| |  |  | the initial recognition of goodwill; or
| | - |  | ---------------------------------------



| |  |  | the initial recognition of an asset or liability in a transaction which (i) is not a business combination; and (ii) at the time of the
transaction, affects neither net income nor taxable profit.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | Deferred tax asset - to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be offset, unless the
deferred tax asset arises from the initial recognition of an asset or liability in a transaction that:
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | is not a business combination; and
| | - |  | ----------------------------------



| |  |  | at the time of the transaction, affects neither net income nor taxable profit.
| | - |  | ------------------------------------------------------------------------------

Accordingly, under IFRS, US$ 303.7 and US$ 127.7 was recorded as a liability, as at January 1 and December 31, 2009,
respectively, and US$ 176.0 was recorded as deferred tax expenses in 2009.

Reconciliations



|(a) | Reconciliation of shareholders equity at January 1, 2009 and December 31, 2009
|--- | -------------------------------------------------------------------------------



|                                                           |  |      |       |     |                       |  |         |                                   |  |  |         |  
|---------------------------------------------------------- |  | ---- | ----- | --- | --------------------- |  | ------- | --------------------------------- |  |  | ------- | -
|                                                           |  | Note |       |     | As ofDecember 31,2009 |  |         | At transitiondate -January 1,2009 | 
|Shareholders equity as originally presented under US GAAP |  |      |       |     |                       |  | 2,428.6 |                                   |  |  | 2,279.3 |  
|                                                           |  |      |       |     |                       |  |         |                                   |  |  |         |  
|Intangible assets - Capitalization of development cost     |  |      | 5.3.1 | (a) |                       |  | 695.2   |                                   |  |  | 665.5   |  
|Financial guarantee                                        |  |      | 5.2.1 | (a) |                       |  | (120.6  | )                                 |  |  | (136.1  | )
|Recognition of deferred assets and liabilities             |  |      | 5.3.1 | (d) |                       |  | (127.7  | )                                 |  |  | (303.7  | )
|Acquisition of non-controlling interest                    |  |      | 5.3.1 | (c) |                       |  | (19.5   | )                                 |  |  | (17.0   | )
|Residual value guarantees                                  |  |      | 5.2.1 | (b) |                       |  | (8.3    | )                                 |  |  | (9.4    | )
|Other differences                                          |  |      |       |     |                       |  | (8.6    | )                                 |  |  | (2.5    | )
|Deferred income taxes effects on IFRS adjustments          |  |      | 5.2.1 | (d) |                       |  | 43.9    |                                   |  |  | 49.5    |  
|                                                           |  |      |       |     |                       |  |         |                                   |  |  |         |  
|Shareholders equity as reported under IFRS                |  |      |       |     |                       |  | 2,883.0 |                                   |  |  | 2,525.6 |  
|                                                           |  |      |       |     |                       |  |         |                                   |  |  |         |  



F-33



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|(b) | Reconciliation of comprehensive income for the year ended December 31, 2009
|--- | ---------------------------------------------------------------------------



|                                                           |  |      |       |     |                            |  |       |  
|---------------------------------------------------------- |  | ---- | ----- | --- | -------------------------- |  | ----- | -
|                                                           |  | Note |       |     | Year endedDecember 31,2009 | 
|Comprehensive income as originally presented under US GAAP |  |      |       |     |                            |  | 275.7 |  
|                                                           |  |      |       |     |                            |  |       |  
|Recognition of deferred assets and liabilities             |  |      | 5.3.1 | (d) |                            |  | 176.0 |  
|Intangible assets - Capitalization of development cost     |  |      | 5.3.1 | (a) |                            |  | 26.2  |  
|Financial guarantee                                        |  |      | 5.2.1 | (a) |                            |  | 15.5  |  
|Residual value guarantee                                   |  |      | 5.2.1 | (b) |                            |  | 1.1   |  
|Measurement of financial instruments                       |  |      | 5.3.1 | (b) |                            |  | 5.3   |  
|Acquisition of non-controlling interest                    |  |      | 5.3.1 | (c) |                            |  | (2.5  | )
|Deferred income tax effects on IFRS adjustments            |  |      | 5.2.1 | (d) |                            |  | (5.6  | )
|Other comprehensive income                                 |  |      |       |     |                            |  | (8.7  | )
|Other differences                                          |  |      |       |     |                            |  | 0.7   |  
|                                                           |  |      |       |     |                            |  |       |  
|Comprehensive income as reported under IFRS                |  |      |       |     |                            |  | 483.7 |  
|                                                           |  |      |       |     |                            |  |       |  



|6. | Financial Instruments
|-- | ---------------------



| | a) | Financial instruments by category:
| | -- | ----------------------------------



|                                   |  |            |    |  |                          |  |         |                      |  |  |                                                    |  |  |                             |       |  |       |  |      |  |  |  |         | 
|---------------------------------- |  | ---------- | -- |  | ------------------------ |  | ------- | -------------------- |  |  | -------------------------------------------------- |  |  | --------------------------- | ----- |  | ----- |  | ---- |  |  |  | ------- | 
|                                   |  | 12.31.2010 |   
|                                   |  | Note       |    |  | Cash and cashequivalents |  |         | Loans andreceivables |  |  | Assets measured atfair value throughprofit or loss |  |  | Investments heldto maturity |       |  | Total | 
|                                   |  |            |    |  |                          | 
|Cash and cash equivalents          |  |            | 7  |  |                          |  | 1,393.1 |                      |  |  |                                                   |  |  |                             |      |  |       |  |     |  |  |  | 1,393.1 | 
|Financial assets                   |  |            | 8  |  |                          |  |        |                      |  |  |                                                   |  |  |                             | 724.6 |  |       |  | 61.0 |  |  |  | 785.6   | 
|Trade accounts receivable          |  |            | 9  |  |                          |  |        |                      |  |  | 349.3                                              |  |  |                             |      |  |       |  |     |  |  |  | 349.3   | 
|Customer and commercial financing  |  |            | 10 |  |                          |  |        |                      |  |  | 70.5                                               |  |  |                             |      |  |       |  |     |  |  |  | 70.5    | 
|Collateralized accounts receivable |  |            | 11 |  |                          |  |        |                      |  |  | 538.2                                              |  |  |                             |      |  |       |  |     |  |  |  | 538.2   | 
|Derivative financial instruments   |  |            | 39 |  |                          |  |        |                      |  |  |                                                   |  |  |                             | 22.3  |  |       |  |     |  |  |  | 22.3    | 
|                                   |  |            |    |  |                          |  |         |                      |  |  |                                                    |  |  |                             |       |  |       |  |      |  |  |  |         | 
|                                   |  |            |    |  |                          |  | 1,393.1 |                      |  |  | 958.0                                              |  |  |                             | 746.9 |  |       |  | 61.0 |  |  |  | 3,159.0 | 
|                                   |  |            |    |  |                          |  |         |                      |  |  |                                                    |  |  |                             |       |  |       |  |      |  |  |  |         | 
|                                   | 
|                                   |  | 12.31.2009 |   
|                                   |  | Note       |    |  | Cash and cashequivalents |  |         | Loans andreceivables |  |  | Assets measured atfair value throughprofit or loss |  |  | Investments heldto maturity |       |  | Total | 
|Cash and cash equivalents          |  |            | 7  |  |                          |  | 1,592.4 |                      |  |  |                                                   |  |  |                             |      |  |       |  |     |  |  |  | 1,592.4 | 
|Financial assets                   |  |            | 8  |  |                          |  |        |                      |  |  |                                                   |  |  |                             | 935.3 |  |       |  | 43.4 |  |  |  | 978.7   | 
|Trade accounts receivable          |  |            | 9  |  |                          |  |        |                      |  |  | 407.4                                              |  |  |                             |      |  |       |  |     |  |  |  | 407.4   | 
|Customer and commercial financing  |  |            | 10 |  |                          |  |        |                      |  |  | 52.7                                               |  |  |                             |      |  |       |  |     |  |  |  | 52.7    | 
|Collateralized accounts receivable |  |            | 11 |  |                          |  |        |                      |  |  | 486.0                                              |  |  |                             |      |  |       |  |     |  |  |  | 486.0   | 
|Derivative financial instruments   |  |            | 39 |  |                          |  |        |                      |  |  |                                                   |  |  |                             | 24.6  |  |       |  |     |  |  |  | 24.6    | 
|                                   |  |            |    |  |                          |  |         |                      |  |  |                                                    |  |  |                             |       |  |       |  |      |  |  |  |         | 
|                                   |  |            |    |  |                          |  | 1,592.4 |                      |  |  | 946.1                                              |  |  |                             | 959.9 |  |       |  | 43.4 |  |  |  | 3,541.8 | 
|                                   |  |            |    |  |                          |  |         |                      |  |  |                                                    |  |  |                             |       |  |       |  |      |  |  |  |         | 



F-34



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|                                   |  |            |    |  |                         |  |         |                      |  |  |                                                |  |  |                            |       |  |       |  |      |  |  |  |         | 
|---------------------------------- |  | ---------- | -- |  | ----------------------- |  | ------- | -------------------- |  |  | ---------------------------------------------- |  |  | -------------------------- | ----- |  | ----- |  | ---- |  |  |  | ------- | 
|                                   | 
|                                   |  | 01.01.2009 |   
|                                   |  | Note       |    |  | Cash andcashequivalents |  |         | Loans andreceivables |  |  | Assetsmeasuredat fairvaluethroughprofit orloss |  |  | Investmentsheld tomaturity |       |  | Total | 
|Cash and cash equivalents          |  |            | 7  |  |                         |  | 1,820.7 |                      |  |  |                                               |  |  |                            |      |  |       |  |     |  |  |  | 1,820.7 | 
|Financial assets                   |  |            | 8  |  |                         |  |        |                      |  |  |                                               |  |  |                            | 407.0 |  |       |  | 42.1 |  |  |  | 449.1   | 
|Trade accounts receivable          |  |            | 9  |  |                         |  |        |                      |  |  | 454.7                                          |  |  |                            |      |  |       |  |     |  |  |  | 454.7   | 
|Customer and commercial financing  |  |            | 10 |  |                         |  |        |                      |  |  | 121.8                                          |  |  |                            |      |  |       |  |     |  |  |  | 121.8   | 
|Collateralized accounts receivable |  |            | 11 |  |                         |  |        |                      |  |  | 478.6                                          |  |  |                            |      |  |       |  |     |  |  |  | 478.6   | 
|Derivative financial instruments   |  |            | 39 |  |                         |  |        |                      |  |  |                                               |  |  |                            | 29.9  |  |       |  |     |  |  |  | 29.9    | 
|                                   |  |            |    |  |                         |  |         |                      |  |  |                                                |  |  |                            |       |  |       |  |      |  |  |  |         | 
|                                   |  |            |    |  |                         |  | 1,820.7 |                      |  |  | 1,055.1                                        |  |  |                            | 436.9 |  |       |  | 42.1 |  |  |  | 3,354.8 | 
|                                   |  |            |    |  |                         |  |         |                      |  |  |                                                |  |  |                            |       |  |       |  |      |  |  |  |         | 



| | b) | Credit rating of financial instruments:
| | -- | ---------------------------------------



|                             |  |            |         |  |            |  |         |            |  |  |         | 
|---------------------------- |  | ---------- | ------- |  | ---------- |  | ------- | ---------- |  |  | ------- | 
|                             |  | 12.31.2010 |         |  | 12.31.2009 |  |         | 01.01.2009 | 
|Cash and cash equivalents    |  |            | 1,393.1 |  |            |  | 1,592.4 |            |  |  | 1,820.7 | 
|Financial assets             |  |            | 785.6   |  |            |  | 978.7   |            |  |  | 449.1   | 
|                             |  |            |         |  |            |  |         |            |  |  |         | 
|Total                        |  |            | 2,178.7 |  |            |  | 2,571.1 |            |  |  | 2,269.8 | 
|                             |  |            |         |  |            |  |         |            |  |  |         | 
|Based on external appraisal: |  |            |         |  |            |  |         |            |  |  |         | 
|AAA                          |  |            | 1,825.4 |  |            |  | 2,233.3 |            |  |  | 2,010.8 | 
|AA                           |  |            | 233.1   |  |            |  | 220.0   |            |  |  | 155.7   | 
|A                            |  |            | 120.2   |  |            |  | 102.8   |            |  |  | 102.2   | 
|BBB                          |  |            |        |  |            |  | 15.0    |            |  |  | 1.1     | 
|                             |  |            |         |  |            |  |         |            |  |  |         | 
|Total                        |  |            | 2,178.7 |  |            |  | 2,571.1 |            |  |  | 2,269.8 | 
|                             |  |            |         |  |            |  |         |            |  |  |         | 



|                                   |  |            |       |  |            |  |       |            |  |  |         | 
|---------------------------------- |  | ---------- | ----- |  | ---------- |  | ----- | ---------- |  |  | ------- | 
|                                   |  | 12.31.2010 |       |  | 12.31.2009 |  |       | 01.01.2009 | 
|Trade accounts receivable, net     |  |            | 349.3 |  |            |  | 407.4 |            |  |  | 454.7   | 
|Customer and commercial financing  |  |            | 70.5  |  |            |  | 52.7  |            |  |  | 121.8   | 
|Collateralized accounts receivable |  |            | 538.2 |  |            |  | 486.0 |            |  |  | 478.6   | 
|                                   |  |            |       |  |            |  |       |            |  |  |         | 
|Total                              |  |            | 958.0 |  |            |  | 946.1 |            |  |  | 1,055.1 | 
|                                   |  |            |       |  |            |  |       |            |  |  |         | 
|                                   |  |            |      
|Based on internal appraisal:       |  |            |       |  |            |  |       |            |  |  |         | 
|Group 1                            |  |            | 2.0   |  |            |  | 36.0  |            |  |  | 6.4     | 
|Group 2                            |  |            | 176.4 |  |            |  | 153.5 |            |  |  | 163.8   | 
|Group 3                            |  |            | 779.6 |  |            |  | 756.6 |            |  |  | 884.9   | 
|                                   |  |            |       |  |            |  |       |            |  |  |         | 
|Total                              |  |            | 958.0 |  |            |  | 946.1 |            |  |  | 1,055.1 | 
|                                   |  |            |       |  |            |  |       |            |  |  |         | 

Group 1 : New customers (less than one year)

Group 2 : Customers (more than one year) impaired

Group 3 : Customers (more than one year) not impaired



F-35



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|7. | Cash and cash equivalents
|-- | -------------------------



|                                   |  |            |         |  |            |  |         |            |  |  |         | 
|---------------------------------- |  | ---------- | ------- |  | ---------- |  | ------- | ---------- |  |  | ------- | 
|                                   |  | 12.31.2010 |         |  | 12.31.2009 |  |         | 01.01.2009 | 
|Cash and banks:                    |  |            |         |  |            |  |         |            |  |  |         | 
|U.S. dollar                        |  |            | 41.2    |  |            |  | 41.1    |            |  |  | 13.3    | 
|Brazilian reais                    |  |            | 1.4     |  |            |  | 4.8     |            |  |  | 110.7   | 
|Euro                               |  |            | 20.6    |  |            |  | 37.2    |            |  |  | 38.0    | 
|Other                              |  |            | 37.8    |  |            |  | 18.5    |            |  |  | 11.4    | 
|Cash in transit-US dollar          |  |            | 1.7     |  |            |  | 7.6     |            |  |  | 108.0   | 
|                                   |  |            |         |  |            |  |         |            |  |  |         | 
|                                   |  |            | 102.7   |  |            |  | 109.2   |            |  |  | 281.4   | 
|                                   |  |            |         |  |            |  |         |            |  |  |         | 
|Cash equivalents :                 |  |            |         |  |            |  |         |            |  |  |         | 
|In Brazilian reais                 |  |            |         |  |            |  |         |            |  |  |         | 
|Exclusive investment funds (EIFs) |  |            |         |  |            |  |         |            |  |  |         | 
|Government securities (i)          |  |            |        |  |            |  |        |            |  |  | 0.7     | 
|Repurchase agreements (ii)         |  |            | 506.3   |  |            |  | 777.1   |            |  |  | 509.2   | 
|Private (iii)                      |  |            | 1.9     |  |            |  | 84.1    |            |  |  | 19.5    | 
|Securities Portfolio               |  |            |         |  |            |  |         |            |  |  |         | 
|Private (iii)                      |  |            | 179.5   |  |            |  | 4.4     |            |  |  |        | 
|                                   |  |            |         |  |            |  |         |            |  |  |         | 
|                                   |  |            | 687.7   |  |            |  | 865.6   |            |  |  | 529.4   | 
|                                   |  |            |         |  |            |  |         |            |  |  |         | 
|In U.S. dollars                    |  |            |         |  |            |  |         |            |  |  |         | 
|Fixed-term deposits (iv)           |  |            | 381.6   |  |            |  | 149.0   |            |  |  | 122.0   | 
|Investment funds (v)               |  |            | 191.8   |  |            |  | 464.4   |            |  |  | 859.3   | 
|Overnight                        |  |            |        |  |            |  | 0.6     |            |  |  | 23.9    | 
|Other currencies                   |  |            |         |  |            |  |         |            |  |  |         | 
|Overnight                        |  |            | 29.3    |  |            |  | 3.6     |            |  |  | 4.7     | 
|                                   |  |            |         |  |            |  |         |            |  |  |         | 
|                                   |  |            | 602.7   |  |            |  | 617.6   |            |  |  | 1,009.9 | 
|                                   |  |            |         |  |            |  |         |            |  |  |         | 
|                                   |  |            | 1,393.1 |  |            |  | 1,592.4 |            |  |  | 1,820.7 | 
|                                   |  |            |         |  |            |  |         |            |  |  |         | 

The average annual interest rates as at December 31, 2010, for financial investments in Reais and in
U.S. dollars were 10.05% e 1.58% (10.16% and 3.06% p.a. as at December 31, 2009), respectively.

As of December 31,
2010 and 2009 and January 1, 2009, the portfolios of the Exclusive Investment Funds (EIFs) were mainly comprised of highly-liquid securities with a maturity period of 90 days or less from the acquisition date for which there are no penalties or
other restrictions for early redemption, recorded at realizable values. As of these dates, these funds had no significant obligations to third parties, these being limited to asset management fees and to other services inherent to the funds
operations, which have already been deducted from the profit recorded. At December 31, 2010, December 31, 2009 and January 1, 2009, the cash equivalents denominated in Reais comprised:



| | (i) | Securities issued by the Brazilian Federal Government, mainly comprising National Treasury Bills  LTN, Financial Treasury Bills  LFT and National Treasury
Notes  NTN with a maturity period of less than 90 days of the acquisition date.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | These refer to purchases of assets, mainly government securities, with the commitment to repurchase at a rate previously established by the parties, generally with a
one-day term.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | These refer mainly to Bank Deposit Certificates - CDBs, issued by Brazilian financial institutions with original maturities of 90 days or less or for which there are no
penalties or other restrictions for early redemption.
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

At December 31, 2010 and 2009 and January 1,
2009, the cash equivalents denominated in U.S. dollars comprised:



| | (iv) | Fixed-term deposits with highly-rated financial institutions with terms of less than 90 days; and;
| | ---- | --------------------------------------------------------------------------------------------------



| | (v) | Money Market Funds consisting of portfolios comprised of securities issued by institutions abroad with a low level of risk and daily liquidity.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------



F-36



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|8. | Financial Assets
|-- | ----------------



|                                  |  |                 |       |  |                 |  |      |            |  |  |                 |  |  |                 |       |  |       |  |      |                 |  |  |                 |  |  |       |       |  |  |  |      |  |  |  |       | 
|--------------------------------- |  | --------------- | ----- |  | --------------- |  | ---- | ---------- |  |  | --------------- |  |  | --------------- | ----- |  | ----- |  | ---- | --------------- |  |  | --------------- |  |  | ----- | ----- |  |  |  | ---- |  |  |  | ----- | 
|                                  |  | 12.31.2010      |       |  | 12.31.2009      |  |      | 01.01.2009 | 
|                                  |  | Held forTrading |       |  | Held tomaturity |  |      | Total      |  |  | Held forTrading |  |  | Held tomaturity |       |  | Total |  |      | Held forTrading |  |  | Held tomaturity |  |  | Total |      
|In Reais:                         |  |                 |       |  |                 |  |      |            |  |  |                 |  |  |                 |       |  |       |  |      |                 |  |  |                 |  |  |       |       |  |  |  |      |  |  |  |       | 
|Exclusive investment funds (EIFs) |  |                 |       |  |                 |  |      |            |  |  |                 |  |  |                 |       |  |       |  |      |                 |  |  |                 |  |  |       |       |  |  |  |      |  |  |  |       | 
|Private                           |  |                 | 339.7 |  |                 |  |     |            |  |  | 339.7           |  |  |                 | 5.1   |  |       |  |     |                 |  |  | 5.1             |  |  |       | 13.0  |  |  |  |     |  |  |  | 13.0  | 
|Public securities(i)              |  |                 | 20.3  |  |                 |  |     |            |  |  | 20.3            |  |  |                 | 348.3 |  |       |  |     |                 |  |  | 348.3           |  |  |       | 128.5 |  |  |  |     |  |  |  | 128.5 | 
|Others                            |  |                 | 0.5   |  |                 |  | 2.3  |            |  |  | 2.8             |  |  |                 | 0.4   |  |       |  |     |                 |  |  | 0.4             |  |  |       | 0.3   |  |  |  |     |  |  |  | 0.3   | 
|                                  |  |                 |       |  |                 |  |      |            |  |  |                 |  |  |                 |       |  |       |  |      |                 |  |  |                 |  |  |       |       |  |  |  |      |  |  |  |       | 
|Total Reais                       |  |                 | 360.5 |  |                 |  | 2.3  |            |  |  | 362.8           |  |  |                 | 353.8 |  |       |  |     |                 |  |  | 353.8           |  |  |       | 141.8 |  |  |  |     |  |  |  | 141.8 | 
|                                  |  |                 |       |  |                 |  |      |            |  |  |                 |  |  |                 |       |  |       |  |      |                 |  |  |                 |  |  |       |       |  |  |  |      |  |  |  |       | 
|                                  |  |                 |       |  |                 |  |      |            | 
|In U.S. dollars:                  |  |                 |       |  |                 |  |      |            |  |  |                 |  |  |                 |       |  |       |  |      |                 |  |  |                 |  |  |       |       |  |  |  |      |  |  |  |       | 
|Money market funds                |  |                 | 117.8 |  |                 |  |     |            |  |  | 117.8           |  |  |                 | 239.7 |  |       |  |     |                 |  |  | 239.7           |  |  |       | 81.2  |  |  |  |     |  |  |  | 81.2  | 
|Investment funds                  |  |                 | 234.0 |  |                 |  |     |            |  |  | 234.0           |  |  |                 | 305.4 |  |       |  |     |                 |  |  | 305.4           |  |  |       | 148.3 |  |  |  |     |  |  |  | 148.3 | 
|Public securities(i)              |  |                 | 12.3  |  |                 |  | 21.7 |            |  |  | 34.0            |  |  |                 | 35.9  |  |       |  | 43.4 |                 |  |  | 79.3            |  |  |       | 35.1  |  |  |  | 42.1 |  |  |  | 77.2  | 
|Others                            |  |                 |      |  |                 |  | 37.0 |            |  |  | 37.0            |  |  |                 | 0.5   |  |       |  |     |                 |  |  | 0.5             |  |  |       | 0.6   |  |  |  |     |  |  |  | 0.6   | 
|                                  |  |                 |       |  |                 |  |      |            |  |  |                 |  |  |                 |       |  |       |  |      |                 |  |  |                 |  |  |       |       |  |  |  |      |  |  |  |       | 
|Total U.S. dollars                |  |                 | 364.1 |  |                 |  | 58.7 |            |  |  | 422.8           |  |  |                 | 581.5 |  |       |  | 43.4 |                 |  |  | 624.9           |  |  |       | 265.2 |  |  |  | 42.1 |  |  |  | 307.3 | 
|                                  |  |                 |       |  |                 |  |      |            |  |  |                 |  |  |                 |       |  |       |  |      |                 |  |  |                 |  |  |       |       |  |  |  |      |  |  |  |       | 
|Total                             |  |                 | 724.6 |  |                 |  | 61.0 |            |  |  | 785.6           |  |  |                 | 935.3 |  |       |  | 43.4 |                 |  |  | 978.7           |  |  |       | 407.0 |  |  |  | 42.1 |  |  |  | 449.1 | 
|                                  |  |                 |       |  |                 |  |      |            |  |  |                 |  |  |                 |       |  |       |  |      |                 |  |  |                 |  |  |       |       |  |  |  |      |  |  |  |       | 
|                                  |  |                 |       |  |                 |  |      |            | 
|Current Assets                    |  |                 | 724.6 |  |                 |  | 8.9  |            |  |  | 733.5           |  |  |                 | 934.5 |  |       |  | 19.3 |                 |  |  | 953.8           |  |  |       | 371.3 |  |  |  | 9.5  |  |  |  | 380.8 | 
|                                  |  |                 |       |  |                 |  |      |            |  |  |                 |  |  |                 |       |  |       |  |      |                 |  |  |                 |  |  |       |       |  |  |  |      |  |  |  |       | 
|Non-current assets                |  |                 |      |  |                 |  | 52.1 |            |  |  | 52.1            |  |  |                 | 0.8   |  |       |  | 24.1 |                 |  |  | 24.9            |  |  |       | 35.7  |  |  |  | 32.6 |  |  |  | 68.3  | 
|                                  |  |                 |       |  |                 |  |      |            |  |  |                 |  |  |                 |       |  |       |  |      |                 |  |  |                 |  |  |       |       |  |  |  |      |  |  |  |       | 



| | (i) | Deposit facility agreements / Securities issued by the Brazilian federal government, classified as trading securities.
| | --- | ----------------------------------------------------------------------------------------------------------------------

At December 31, 2010 and 2009 and January 1, 2009, the Company held investments in private money market funds. The assets
essentially consisted of bonds issued by the Brazilian government, bank deposit certificates and debentures issued by publicly-held companies in Brazil. The funds are exclusively for the benefit of the Company and are managed by third parties who
charge a monthly commission. The investments are marked to market daily at fair value through profit or loss, as the Company classifies these investments as held for trading.

These are bonds issued by the Brazilian federal government, comprising National Treasury Bills - LTN, denominated in
U.S. dollars, acquired by the Company from its customers as an adjustment of the interest rates payable by the Export Financing Program (PROEX) between the 11thand 15thyear after the sale of the respective aircraft, recorded at present value. These securities are classified as held to
maturity, since the Company intends and has the ability to hold them in portfolio to maturity.



F-37



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|9. | Trade Accounts Receivable, Net
|-- | ------------------------------



|                                |  |            |       |   |            |  |       |            |  |  |       |  
|------------------------------- |  | ---------- | ----- | - | ---------- |  | ----- | ---------- |  |  | ----- | -
|                                |  | 12.31.2010 |       |   | 12.31.2009 |  |       | 01.01.2009 | 
|Foreign customers               |  |            | 309.5 |   |            |  | 305.7 |            |  |  | 389.2 |  
|Brazilian Air Force (i)         |  |            | 64.0  |   |            |  | 124.6 |            |  |  | 95.4  |  
|Domestic customers              |  |            | 12.7  |   |            |  | 15.1  |            |  |  | 5.5   |  
|                                |  |            |       |   |            |  |       |            |  |  |       |  
|                                |  |            | 386.2 |   |            |  | 445.4 |            |  |  | 490.1 |  
|Provision for doubtful accounts |  |            | (36.9 | ) |            |  | (38.0 | )          |  |  | (35.4 | )
|                                |  |            |       |   |            |  |       |            |  |  |       |  
|                                |  |            | 349.3 |   |            |  | 407.4 |            |  |  | 454.7 |  
|Less - current portion          |  |            | 348.6 |   |            |  | 406.9 |            |  |  | 448.8 |  
|                                |  |            |       |   |            |  |       |            |  |  |       |  
|Long - term portion             |  |            | 0.7   |   |            |  | 0.5   |            |  |  | 5.9   |  
|                                |  |            |       |   |            |  |       |            |  |  |       |  



| | (i) | Brazilian Air Force is considered a third party to the Company.
| | --- | ---------------------------------------------------------------

Unbilled accounts receivables recognized under the POC (Percentage-of-Completion) for defense and security business totaled US$ 134.5 at December 31, 2010 and revenues recorded in 2010 was US$
455.4.

At December, 31 2010, the accounts receivable of US$ 172.8 (US$ 253.8 December 31, 2009 and US$
290.9 January 1, 2009) were fully performing.

At December 31, 2010, the accounts receivable of US$ 176.5
(December 31, 2009 US$ 153.6 - January 1, 2009 US$ 163.8) are overdue, but not impaired. These accounts relate to independent customers with no recent default history. The analysis of past due accounts receivable is presented below:



|                    |  |            |       |  |            |  |       |            |  |  |       | 
|------------------- |  | ---------- | ----- |  | ---------- |  | ----- | ---------- |  |  | ----- | 
|                    |  | 12.31.2010 |       |  | 12.31.2009 |  |       | 01.01.2009 | 
|Up to 90 days       |  |            | 153.7 |  |            |  | 103.3 |            |  |  | 109.5 | 
|From 91 to 180 days |  |            | 13.3  |  |            |  | 23.5  |            |  |  | 18.8  | 
|More than 181 days  |  |            | 9.5   |  |            |  | 26.8  |            |  |  | 35.5  | 
|                    |  |            |       |  |            |  |       |            |  |  |       | 
|                    |  |            | 176.5 |  |            |  | 153.6 |            |  |  | 163.8 | 
|                    |  |            |       |  |            |  |       |            |  |  |       | 

The accounts receivable are determined in the following currencies:



|             |  |            |       |  |            |  |       |            |  |  |       | 
|------------ |  | ---------- | ----- |  | ---------- |  | ----- | ---------- |  |  | ----- | 
|             |  | 12.31.2010 |       |  | 12.31.2009 |  |       | 01.01.2009 | 
|Reais        |  |            | 44.7  |  |            |  | 108.2 |            |  |  | 52.0  | 
|U.S. dollars |  |            | 252.7 |  |            |  | 208.3 |            |  |  | 297.0 | 
|Euro         |  |            | 51.5  |  |            |  | 90.7  |            |  |  | 105.5 | 
|Other        |  |            | 0.4   |  |            |  | 0.2   |            |  |  | 0.2   | 
|             |  |            |       |  |            |  |       |            |  |  |       | 
|             |  |            | 349.3 |  |            |  | 407.4 |            |  |  | 454.7 | 
|             |  |            |       |  |            |  |       |            |  |  |       | 

The changes to the allowance for doubtful accounts are summarized as follows:



|                           |  |            |       |   |            |  |       |  
|-------------------------- |  | ---------- | ----- | - | ---------- |  | ----- | -
|                           |  | 12.31.2010 |       |   | 12.31.2009 | 
|Beginning balance          |  |            | (38.0 | ) |            |  | (35.4 | )
|Foreign exchange variation |  |            | 1.5   |   |            |  | (0.9  | )
|Additions                  |  |            | (14.4 | ) |            |  | (5.1  | )
|Reversal                   |  |            | 1.3   |   |            |  | 2.2   |  
|Disposals                  |  |            | 12.7  |   |            |  | 1.2   |  
|                           |  |            |       |   |            |  |       |  
|Ending balance             |  |            | (36.9 | ) |            |  | (38.0 | )
|                           |  |            |       |   |            |  |       |  

The maximum exposure to credit risk at the latest balance sheet date is the carrying value of each class of
accounts receivable. The Company does not hold any collateral as security.



|10. | Customer and Commercial Financing
|--- | ---------------------------------

Customer and commercial financing refer to the partial financing of certain sales of new aircraft by the Company, at average interest rates at December 31, 2010 of 6.31% p.a., (December 31, 2009
 5.94% p.a. - January 1, 2009  5.46% p.a.), and secured by the



F-38



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





aircraft covered by the financing, at present value when applicable. The maturities are monthly, quarterly and half-yearly, classified as follows:



|                       |  |            |      |  |            |  |      |            |  |  |       | 
|---------------------- |  | ---------- | ---- |  | ---------- |  | ---- | ---------- |  |  | ----- | 
|                       |  | 12.31.2010 |      |  | 12.31.2009 |  |      | 01.01.2009 | 
|                       |  |            |     
|Less - current portion |  |            | 20.4 |  |            |  | 11.2 |            |  |  | 8.6   | 
|Long - term portion    |  |            | 50.1 |  |            |  | 41.5 |            |  |  | 113.2 | 
|                       |  |            |      |  |            |  |      |            |  |  |       | 
|Total                  |  |            | 70.5 |  |            |  | 52.7 |            |  |  | 121.8 | 
|                       |  |            |      |  |            |  |      |            |  |  |       | 

At December 31, 2010, 2009 and January 1, 2009, the total value of customer and commercial
financing were fully performing.

At December 31, 2010, the long-term maturities of the financing of accounts receivable
are as follows:



|     |  |  |      | 
|---- |  |  | ---- | 
|Year |  |  |     
|2012 |  |  | 11.8 | 
|2013 |  |  | 7.0  | 
|2014 |  |  | 6.3  | 
|2015 |  |  | 10.5 | 
|2016 |  |  | 14.5 | 
|     |  |  |      | 
|     |  |  | 50.1 | 
|     |  |  |      | 



|11. | Collateralized Accounts Receivable and Recourse and Non-Recourse Debt
|--- | ---------------------------------------------------------------------



| | (a) | Collateralized accounts receivable
| | --- | ----------------------------------



|                                          |  |            |        |   |            |  |        |            |  |  |        |  
|----------------------------------------- |  | ---------- | ------ | - | ---------- |  | ------ | ---------- |  |  | ------ | -
|                                          |  | 12.31.2010 |        |   | 12.31.2009 |  |        | 01.01.2009 | 
|                                          |  |            |       
|Minimum lease payments receivable         |  |            | 455.3  |   |            |  | 409.6  |            |  |  | 463.3  |  
|Estimated residual value of leased assets |  |            | 458.4  |   |            |  | 463.2  |            |  |  | 463.2  |  
|Unearned income                           |  |            | (375.5 | ) |            |  | (386.8 | )          |  |  | (447.9 | )
|                                          |  |            |        |   |            |  |        |            |  |  |        |  
|Investment in sales-type lease            |  |            | 538.2  |   |            |  | 486.00 |            |  |  | 478.6  |  
|Less - current portion                    |  |            | 11.6   |   |            |  | 12.0   |            |  |  | 11.5   |  
|                                          |  |            |        |   |            |  |        |            |  |  |        |  
|Long - term portion                       |  |            | 526.6  |   |            |  | 474.0  |            |  |  | 467.1  |  
|                                          |  |            |        |   |            |  |        |            |  |  |        |  

At December 31, 2010, the maturities of the amounts classified as non-current are as follows:



|                |  |  |       | 
|--------------- |  |  | ----- | 
|Year            |  |  |      
|2012            |  |  | 81.6  | 
|2013            |  |  | 14.0  | 
|2014            |  |  | 11.6  | 
|2015            |  |  | 10.6  | 
|2016            |  |  | 14.4  | 
|Thereafter 2016 |  |  | 394.4 | 
|                |  |  |       | 
|                |  |  | 526.6 | 
|                |  |  |       | 



F-39



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





| | (b) | Recourse and Non-Recourse Debt
| | --- | ------------------------------





|                       |  |            |       |  |            |  |       |            |  |  |       | 
|---------------------- |  | ---------- | ----- |  | ---------- |  | ----- | ---------- |  |  | ----- | 
|                       |  | 12.31.2010 |       |  | 12.31.2009 |  |       | 01.01.2009 | 
|                       |  |            |      
|Recourse Debt          |  |            | 443.2 |  |            |  | 455.7 |            |  |  | 446.1 | 
|Non Recourse Debt      |  |            | 27.1  |  |            |  | 51.8  |            |  |  | 58.5  | 
|                       |  |            |       |  |            |  |       |            |  |  |       | 
|                       |  |            | 470.3 |  |            |  | 507.5 |            |  |  | 504.6 | 
|Less - current portion |  |            | 111.8 |  |            |  | 135.9 |            |  |  | 137.7 | 
|                       |  |            |       |  |            |  |       |            |  |  |       | 
|Long - term portion    |  |            | 358.5 |  |            |  | 371.6 |            |  |  | 366.9 | 
|                       |  |            |       |  |            |  |       |            |  |  |       | 

At December 31, 2010, the maturities of the amounts classified as non-current are as follows:



|                |  |  |       | 
|--------------- |  |  | ----- | 
|Year            |  |  |      
|2012            |  |  | 208.7 | 
|2013            |  |  | 10.4  | 
|2014            |  |  | 10.8  | 
|2015            |  |  | 10.6  | 
|2016            |  |  | 14.4  | 
|Thereafter 2016 |  |  | 103.6 | 
|                |  |  |       | 
|                |  |  | 358.5 | 
|                |  |  |       | 



|12. | Inventories
|--- | -----------



|                                             |  |            |         |   |            |  |         |            |  |  |         |  
|-------------------------------------------- |  | ---------- | ------- | - | ---------- |  | ------- | ---------- |  |  | ------- | -
|                                             |  | 12.31.2010 |         |   | 12.31.2009 |  |         | 01.01.2009 | 
|                                             |  |            |        
|Finished goods (i)                           |  |            | 253.6   |   |            |  | 274.3   |            |  |  | 171.4   |  
|Work-in-process (ii)                         |  |            | 709.3   |   |            |  | 692.0   |            |  |  | 1,043.6 |  
|Raw materials                                |  |            | 752.6   |   |            |  | 897.9   |            |  |  | 1,003.0 |  
|Spare parts                                  |  |            | 322.0   |   |            |  | 334.0   |            |  |  | 309.2   |  
|Aircraft available for sales (iii)           |  |            | 132.8   |   |            |  | 150.0   |            |  |  | 149.0   |  
|Consumption materials                        |  |            | 19.8    |   |            |  | 20.4    |            |  |  | 18.7    |  
|Inventory in transit                         |  |            | 209.1   |   |            |  | 216.6   |            |  |  | 364.7   |  
|Advances to suppliers                        |  |            | 35.2    |   |            |  | 53.4    |            |  |  | 35.5    |  
|Provision for obsolescence (iv)              |  |            | (152.9  | ) |            |  | (159.4  | )          |  |  | (128.9  | )
|Provision for adjustment to market value (v) |  |            | (83.2   | ) |            |  | (34.2   | )          |  |  | (28.1   | )
|                                             |  |            |         |   |            |  |         |            |  |  |         |  
|                                             |  |            | 2,198.3 |   |            |  | 2,445.0 |            |  |  | 2,938.1 |  
|Less - current portion                       |  |            | 2,193.4 |   |            |  | 2,438.5 |            |  |  | 2,930.1 |  
|                                             |  |            |         |   |            |  |         |            |  |  |         |  
|Long - term portion                          |  |            | 4.9     |   |            |  | 6.5     |            |  |  | 8.0     |  
|                                             |  |            |         |   |            |  |         |            |  |  |         |  



| | (i) | The following number of aircraft was in inventory at:
| | --- | -----------------------------------------------------



| |  |  | December, 31, 2010: 1 Legacy 600, 1 Legacy 650, 3 EMBRAER 190, 1 EMBRAER 195, 5 Phenom 100, 6 Phenom 300, 2 Lineage and 1 Ipanema;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | December, 31, 2009: 2 Legacy 600, 5 EMBRAER 170, 1 EMBRAER 175, 2 EMBRAER 190, 1 EMBRAER 195 and 12 Phenom 100; and
| | - |  | -------------------------------------------------------------------------------------------------------------------



| |  |  | January 1, 2009: 1 Legacy 600, 2 EMBRAER 170, 4 EMBRAER 190 e 1 EMBRAER 195.
| | - |  | ----------------------------------------------------------------------------

Through to March 16, 2011, of the aircraft in inventory at December 31, 2010, the Company delivered one EMBRAER 190, one EMBRAER
195 and one Phenom 300.



| | (ii) | Includes Phenom 100 and 300 program pre-production series of US$ 23.6 (US$ 26.8 in December 31, 2009), operated under the certification campaign.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------



F-40



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





| | (iii) | The used aircraft available for sale were as follows:
| | ----- | -----------------------------------------------------



| |  |  | December, 31, 2010: 1 EMB 120, 1 Legacy 600, 2 EMBRAER 170, 1 EMBRAER 175, 3 EMBRAER 190 and 25 Citation Ultra; and
| | - |  | -------------------------------------------------------------------------------------------------------------------



| |  |  | December, 31, 2009 and January, 1, 2009: 1 EMB 120, 1 Legacy 600, 2 EMBRAER 170, 1 EMBRAER 175 and 3 EMBRAER 190.
| | - |  | -----------------------------------------------------------------------------------------------------------------



| | (iv) | A provision was recorded for items without movement for over two years and with no planned use in the production program, as well as to cover possible losses on
inventories and excessive or obsolete work in process, except for inventories of spare parts, for which the provision is based on technical obsolescence of items without movement for over six years.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Changes to the provision for obsolescence were as follows:



|                            |  |            |        |   |            |  |        |  
|--------------------------- |  | ---------- | ------ | - | ---------- |  | ------ | -
|                            |  | 12.31.2010 |        |   | 12.31.2009 | 
|                            |  |           
|Beginning balance           |  |            | (159.4 | ) |            |  | (128.9 | )
|Additions                   |  |            | (16.0  | ) |            |  | (35.8  | )
|Disposals                   |  |            | 20.2   |   |            |  | 1.0    |  
|Reversals                   |  |            | 1.4    |   |            |  | 5.4    |  
|Foreign exchange loss(gain) |  |            | 0.9    |   |            |  | (1.1   | )
|                            |  |            |        |   |            |  |        |  
|Ending balance              |  |            | (152.9 | ) |            |  | (159.4 | )
|Less - current portion      |  |            | (152.9 | ) |            |  | (159.4 | )
|                            |  |            |        |   |            |  |        |  
|Long - term portion         |  |            |       |   |            |  |       |  
|                            |  |            |        |   |            |  |        |  

Disposal of US$ 1.3 refers to write-offs of scrap materials.



| | (v) | Refers to the provision recorded for adjustments to the realizable value of used aircraft. Changes to the adjustment to market value were as follows:
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------



|                       |  |            |       |   |            |  |       |  
|---------------------- |  | ---------- | ----- | - | ---------- |  | ----- | -
|                       |  | 12.31.2010 |       |   | 12.31.2009 | 
|                       |  |           
|Beginning balance      |  |            | (34.2 | ) |            |  | (28.1 | )
|Additions (i)          |  |            | (49.0 | ) |            |  | (6.4  | )
|Reversals              |  |            |      |   |            |  | 0.3   |  
|                       |  |            |       |   |            |  |       |  
|Ending balance         |  |            | (83.2 | ) |            |  | (34.2 | )
|Less - current portion |  |            | (83.2 | ) |            |  | (34.2 | )
|                       |  |            |       |   |            |  |       |  
|Long - term portion    |  |            |      |   |            |  |      |  
|                       |  |            |       |   |            |  |       |  



| | (i) | Refers mainly to adjustments to the realizable value of pre production series aircraft.
| | --- | ---------------------------------------------------------------------------------------

The inventory costs recognized as expenses and included in cost of sales totaled US$ 4,232.0 (2009 - US$ 4,298.6).

At December 31, 2010, US$ 13.4 in inventories had been pledged in guarantee of loans and financing.



F-41



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|13. | Other assets
|--- | ------------

|                                                     |  |            |       |  |            |  |       |            |  |  |       | 
|---------------------------------------------------- |  | ---------- | ----- |  | ---------- |  | ----- | ---------- |  |  | ----- | 
|                                                     |  | 12.31.2010 |       |  | 12.31.2009 |  |       | 01.01.2009 | 
|                                                     |  |            |      
|Court-mandated escrow deposits (i)                   |  |            | 184.5 |  |            |  | 138.3 |            |  |  | 123.8 | 
|Credit with suppliers (ii)                           |  |            | 26.8  |  |            |  | 20.3  |            |  |  | 17.9  | 
|Taxes recoverable (iii)                              |  |            | 185.9 |  |            |  | 148.4 |            |  |  | 138.0 | 
|Prepaid expenses                                     |  |            | 28.4  |  |            |  | 23.4  |            |  |  | 33.0  | 
|Restricted cash                                      |  |            | 28.7  |  |            |  | 20.6  |            |  |  | 27.7  | 
|Advances to employees                                |  |            | 15.7  |  |            |  | 13.9  |            |  |  | 10.0  | 
|Prepaid Insurance                                    |  |            | 9.4   |  |            |  | 8.5   |            |  |  | 9.4   | 
|Tax incentive - Amazon Investment Fund - FINAM (net) |  |            | 5.8   |  |            |  | 5.5   |            |  |  | 4.1   | 
|Collateral pledge                                    |  |            | 5.5   |  |            |  |      |            |  |  |      | 
|Advances for services rendered                       |  |            | 3.9   |  |            |  | 3.8   |            |  |  | 5.2   | 
|Contributions from suppliers credit                  |  |            |      |  |            |  |      |            |  |  | 20.0  | 
|Other                                                |  |            | 17.9  |  |            |  | 15.9  |            |  |  | 15.6  | 
|                                                     |  |            |       |  |            |  |       |            |  |  |       | 
|                                                     |  |            | 512.5 |  |            |  | 398.6 |            |  |  | 404.7 | 
|Less - current portion                               |  |            | 275.4 |  |            |  | 215.2 |            |  |  | 240.1 | 
|                                                     |  |            |       |  |            |  |       |            |  |  |       | 
|Long - term portion                                  |  |            | 237.1 |  |            |  | 183.4 |            |  |  | 164.6 | 
|                                                     |  |            |       |  |            |  |       |            |  |  |       | 



| | (i) | Court-mandated escrow deposits relate to amounts deposited in connection with pending legal actions for which there are no provisions as the loss is not considered
probable.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | Refers to rework carried out on products supplied by third parties, which will be reimbursed in accordance with contractual agreements.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | Taxes recoverable:
| | ----- | ------------------



|                                                                               |  |            |       |  |            |  |       |            |  |  |       | 
|------------------------------------------------------------------------------ |  | ---------- | ----- |  | ---------- |  | ----- | ---------- |  |  | ----- | 
|                                                                               |  | 12.31.2010 |       |  | 12.31.2009 |  |       | 01.01.2009 | 
|ICMS (State Value-added Tax) and IPI (Excise Tax)                              |  |            | 39.9  |  |            |  | 39.1  |            |  |  | 52.3  | 
|                                                                               |  |            |      
|Income tax and contribution for social security on net income withheld         |  |            | 100.8 |  |            |  | 86.1  |            |  |  | 52.4  | 
|PIS (Social Integration Program) and COFINS (Contribution for Social Security) |  |            | 34.6  |  |            |  | 18.7  |            |  |  | 29.6  | 
|Others                                                                         |  |            | 10.6  |  |            |  | 4.5   |            |  |  | 3.7   | 
|                                                                               |  |            |       |  |            |  |       |            |  |  |       | 
|                                                                               |  |            | 185.9 |  |            |  | 148.4 |            |  |  | 138.0 | 
|Less - Current portion                                                         |  |            | 149.4 |  |            |  | 113.8 |            |  |  | 105.3 | 
|                                                                               |  |            |       |  |            |  |       |            |  |  |       | 
|Long - term portion                                                            |  |            | 36.5  |  |            |  | 34.6  |            |  |  | 32.7  | 
|                                                                               |  |            |       |  |            |  |       |            |  |  |       | 



|14. | Guarantee deposits
|--- | ------------------



|                                                         |  |            |       |  |            |  |       |            |  |  |       | 
|-------------------------------------------------------- |  | ---------- | ----- |  | ---------- |  | ----- | ---------- |  |  | ----- | 
|                                                         |  | 12.31.2010 |       |  | 12.31.2009 |  |       | 01.01.2009 | 
|                                                         |  |            |      
|Financing arrangements and residual value guarantees (i) |  |            | 263.6 |  |            |  | 308.9 |            |  |  | 299.8 | 
|Sales financing structure guarantees (ii)                |  |            | 199.1 |  |            |  | 194.6 |            |  |  | 185.4 | 
|Others guarantees                                        |  |            | 2.1   |  |            |  | 2.1   |            |  |  | 8.0   | 
|                                                         |  |            |       |  |            |  |       |            |  |  |       | 
|                                                         |  |            | 464.8 |  |            |  | 505.6 |            |  |  | 493.2 | 
|Less - current portion                                   |  |            |      |  |            |  |      |            |  |  |      | 
|                                                         |  |            |       |  |            |  |       |            |  |  |       | 
|Long - term portion                                      |  |            | 464.8 |  |            |  | 505.6 |            |  |  | 493.2 | 
|                                                         |  |            |       |  |            |  |       |            |  |  |       | 



| | (i) | U.S. dollar amounts deposited in an escrow account as collateral for the financing of certain aircraft sold if the guarantor of the debt (unrelated party) is required
to pay the lender, the guarantor will be entitled to the amount in the escrow account. The amount deposited will be released at maturity of the financing contracts (between 2013 and 2021) if the aircraft purchaser does not default on the loan. The
interest on the escrow account is added to the principal and recognized by the Company as financial income.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-42



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





Seeking to ensure profitability compatible with the term of the guarantee, in 2004
Embraer invested principal equivalent, to US$ 123.4 thousand in structured notes. In the event of default by Embraer, the maturity dates of these notes would be brought forward and they would be realized at market value, limited to a minimum of
the amounts originally invested. Any amount by which the market value exceeds the amount invested will be paid to the Company in the form of bonds, or loans of that amount Events of default that could result in early maturity of the notes include:
(a) insolvency of Embraer or filing for reorganization proceedings; and (b) default or restructuring of the Embraer debt in financing agreements. The interest received monthly is added to the principal and recorded as financial income for
the period.

In 2010, US$ 35.3 (principal of US$ 26.4) was transferred to noncurrent investments, as the lien on that amount
had been released.



| | (ii) | Financial investments denominated in U.S. dollars with third party financial institutions as a pledge under a specific sale financing structure. These investments earn
interest at the annual LIBOR rate.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|15. | Related Party Transactions
|--- | --------------------------



| | (a) | Related party transactions
| | --- | --------------------------



|                                                             |  |            |       |  |             |  |       |           |  |  |             |  |  |         |       |  |               |  |       |   |  |  |       | 
|------------------------------------------------------------ |  | ---------- | ----- |  | ----------- |  | ----- | --------- |  |  | ----------- |  |  | ------- | ----- |  | ------------- |  | ----- | - |  |  | ----- | 
|                                                             |  | 12.31.2010 |      
|                                                             |  | Current    |       |  | Non current |  |       | Financial |  |  |             | 
|                                                             |  | Assets     |       |  | Liabilities |  |       | Assets    |  |  | Liabilities |  |  | Results |       |  | Profit (Loss) | 
|Banco do Brasil S.A.                                         |  |            | 360.0 |  |             |  | 98.8  |           |  |  | 198.9       |  |  |         | 198.9 |  |               |  | 11.1  |   |  |  |      | 
|Banco Nacional de Desenvolvimento Econômico e Social  BNDES |  |            | 0.2   |  |             |  | 4.8   |           |  |  |            |  |  |         | 342.2 |  |               |  | (19.8 | ) |  |  |      | 
|Brazilian Air Force                                          |  |            | 64.0  |  |             |  | 160.0 |           |  |  |            |  |  |         | 9.9   |  |               |  |      |   |  |  | 205.1 | 
|Empresa Portuguesa de Defesa  EMPORDEF                      |  |            |      |  |             |  |      |           |  |  |            |  |  |         | 7.8   |  |               |  |      |   |  |  |      | 
|Financiadora de Estudo e Projetos  FINEP                    |  |            |      |  |             |  | 16.1  |           |  |  |            |  |  |         | 37.3  |  |               |  | (0.5  | ) |  |  |      | 
|                                                             |  |            |       |  |             |  |       |           |  |  |             |  |  |         |       |  |               |  |       |   |  |  |       | 
|                                                             |  |            | 424.2 |  |             |  | 279.7 |           |  |  | 198.9       |  |  |         | 596.1 |  |               |  | (9.2  | ) |  |  | 205.1 | 
|                                                             |  |            |       |  |             |  |       |           |  |  |             |  |  |         |       |  |               |  |       |   |  |  |       | 
|                                                             | 
|                                                             |  | 12.31.2009 |      
|                                                             |  | Current    |       |  | Non current |  |       | Financial |  |  |             | 
|                                                             |  | Assets     |       |  | Liabilities |  |       | Assets    |  |  | Liabilities |  |  | Results |       |  | Profit (Loss) | 
|Banco do Brasil S.A.                                         |  |            | 406.1 |  |             |  | 130.6 |           |  |  | 194.6       |  |  |         | 204.6 |  |               |  | 13.0  |   |  |  |      | 
|Banco Nacional de Desenvolvimento Econômico e Social  BNDES |  |            | 0.4   |  |             |  | 451.4 |           |  |  |            |  |  |         | 187.4 |  |               |  | (47.0 | ) |  |  |      | 
|Brazilian Air Force                                          |  |            | 124.6 |  |             |  | 133.1 |           |  |  |            |  |  |         |      |  |               |  |      |   |  |  | 215.3 | 
|Empresa Portuguesa de Defesa  EMPORDEF                      |  |            |      |  |             |  |      |           |  |  |            |  |  |         | 8.4   |  |               |  |      |   |  |  |      | 
|Financiadora de Estudo e Projetos  FINEP                    |  |            |      |  |             |  | 15.8  |           |  |  |            |  |  |         | 51.2  |  |               |  | (0.9  | ) |  |  |      | 
|                                                             |  |            |       |  |             |  |       |           |  |  |             |  |  |         |       |  |               |  |       |   |  |  |       | 
|                                                             |  |            | 531.1 |  |             |  | 730.9 |           |  |  | 194.6       |  |  |         | 451.6 |  |               |  | (34.9 | ) |  |  | 215.3 | 
|                                                             |  |            |       |  |             |  |       |           |  |  |             |  |  |         |       |  |               |  |       |   |  |  |       | 



|                                                             |  |            |       |  |             |  |       |        |  |  |             |  |  |  |       | 
|------------------------------------------------------------ |  | ---------- | ----- |  | ----------- |  | ----- | ------ |  |  | ----------- |  |  |  | ----- | 
|                                                             |  | 01.01.2009 |      
|                                                             |  | Current    |       |  | Non current | 
|                                                             |  | Assets     |       |  | Liabilities |  |       | Assets |  |  | Liabilities | 
|Banco do Brasil S.A.                                         |  |            | 440.0 |  |             |  | 368.7 |        |  |  |            |  |  |  | 189.3 | 
|Banco Nacional de Desenvolvimento Econômico e Social  BNDES |  |            |      |  |             |  | 4.1   |        |  |  |            |  |  |  | 554.2 | 
|Brazilian Air Force                                          |  |            | 95.4  |  |             |  | 43.8  |        |  |  |            |  |  |  |      | 
|Empresa Portuguesa de Defesa  EMPORDEF                      |  |            |      |  |             |  |      |        |  |  |            |  |  |  | 8.1   | 
|Financiadora de Estudo e Projetos  FINEP                    |  |            |      |  |             |  | 9.8   |        |  |  |            |  |  |  | 49.8  | 
|                                                             |  |            |       |  |             |  |       |        |  |  |             |  |  |  |       | 
|                                                             |  |            | 535.4 |  |             |  | 426.4 |        |  |  |            |  |  |  | 801.4 | 
|                                                             |  |            |       |  |             |  |       |        |  |  |             |  |  |  |       | 

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 December 31, 2010, the
Brazilian federal government owned our golden share, as well as an indirect 5.37% stake in us through the BNDESPAR, a



F-43



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





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 federal 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;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------



| |  |  | 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).
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------



|(b) | Remuneration of key Management personnel
|--- | ----------------------------------------

Key management includes members of the statutory board and the board of directors. Compensation paid or payable to key management was as follows:



|                        |  |            |      |  |            |  |      | 
|----------------------- |  | ---------- | ---- |  | ---------- |  | ---- | 
|                        |  | 12.31.2010 |      |  | 12.31.2009 | 
|Short-term benefits (i) |  |            | 16.3 |  |            |  | 17.0 | 
|Stock option program    |  |            | 1.9  |  |            |  |     | 
|Total remuneration      |  |            | 18.2 |  |            |  | 17.0 | 



| | (i) | Include salaries and social security contributions, profit sharing, bonus and severance pay.
| | --- | --------------------------------------------------------------------------------------------

During 2010 and 2009, no remuneration was paid in relation to post-employment, work contract rescission or other long-term benefits.



|16. | Property, Plant and Equipment
|--- | -----------------------------



| | (i) | Changes in estimates of the useful lives of property, plant and equipment
| | --- | -------------------------------------------------------------------------

During 2010, the Company reviewed its estimate of the useful lives of property, plant and equipment, which resulted in a reduction in the depreciation rates and lengthening of the economic useful lives of
the assets.

Estimates were based on internal specialists report and key assumptions made by those specialists which included:
i) the Companys operating plans, ii) past experience and iii) the maintenance and utilization plans of the assets. External elements were also taken into consideration for comparison, such as available technologies, manufacturers
recommendations and manuals and durability rates of the assets. The Company determines residual value for certain aircraft and spare parts included in the Exchange Pool Program. Others items of property, plant and equipment does not have residual
value attributed as the Company does not intend to sell or dispose of these assets, other than for scrap.

The new estimated
useful lives were applied prospectively as from April 1, 2010, on the carrying balances of the assets. As a result of changes in estimated useful lives of the assets, the depreciation charges recognized in the consolidated statement of income
at December 31, 2010 were US$ 19.2 less than the amount that would have been recorded based on the criteria used previously. The Company estimates that the effect of this change in accounting estimate in future years is approximately
US$ 25.6.



F-44



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





New average useful life applied since April 1, 2010:



|                             |  |                            |      | 
|---------------------------- |  | -------------------------- | ---- | 
|Class of assets              |  | Average useful life(years) |     
|Buildings and improvements   |  |                            | 29   | 
|Installations                |  |                            | 20.5 | 
|Machinery and equipment      |  |                            | 11   | 
|Furniture and fixtures       |  |                            | 7.5  | 
|Vehicles                     |  |                            | 9.5  | 
|Aircraft                     |  |                            | 12.5 | 
|Computers and peripherals    |  |                            | 5    | 
|Tooling                      |  |                            | 10   | 
|Other assets                 |  |                            | 5    | 
|Exchange pool program assets |  |                            | 11   | 



| | (ii) | Non-use of deemed cost on initial adoption of the IFRS
| | ---- | ------------------------------------------------------

Although recommended by the Brazilian Securities Commission - CVM, the Company did not attribute a new deemed cost to its assets. This decision was based on a detailed analysis, as follows:



| |  |  | The Companys functional currency is the U.S. dollar. Accordingly, its assets were measured in U.S. dollars on acquisition, eliminating the impact
of the inflationary effects generated over the years of high inflation;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Company has a low level of incentives for acquisition of its assets which could result in lower values on recording these assets;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The majority of the Companys assets are buildings or constructions connected to airport facilities and which the Company does not expect to
sell;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The nature of the Companys business is very specialized which creates barriers to sale; and
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | In the case of its aircraft, these are maintained at market value.
| | - |  | ------------------------------------------------------------------



F-45



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





Changes in property, plant and equipment:



|                         |  |      |      |  |                           |  |        |               |  |  |                       |   |  |                      |        |   |          |  |       |              |  |  |                         |   |  |         |       |   |             |  |       |                           |  |  |                              |   |  |       |      |   |  |  |       |   |  |  |      |   |  |  |         |  
|------------------------ |  | ---- | ---- |  | ------------------------- |  | ------ | ------------- |  |  | --------------------- | - |  | -------------------- | ------ | - | -------- |  | ----- | ------------ |  |  | ----------------------- | - |  | ------- | ----- | - | ----------- |  | ----- | ------------------------- |  |  | ---------------------------- | - |  | ----- | ---- | - |  |  | ----- | - |  |  | ---- | - |  |  | ------- | -
|                         |  | Land |      |  | Buildings andimprovements |  |        | Installations |  |  | Machineryandequipment |   |  | Furnitureandfixtures |        |   | Vehicles |  |       | Aircraft (i) |  |  | Computersandperipherals |   |  | Tooling |       |   | Otherassets |  |       | Exchangepoolprogramassets |  |  | Constructionin progress (ii) |   |  | Total |     
|Cost                     |  |      |      |  |                           |  |        |               |  |  |                       |   |  |                      |        |   |          |  |       |              |  |  |                         |   |  |         |       |   |             |  |       |                           |  |  |                              |   |  |       |      |   |  |  |       |   |  |  |      |   |  |  |         |  
|At December 31, 2009     |  |      | 11.1 |  |                           |  | 389.8  |               |  |  | 122.3                 |   |  |                      | 459.2  |   |          |  | 43.9  |              |  |  | 13.2                    |   |  |         | 375.8 |   |             |  | 108.8 |                           |  |  | 264.2                        |   |  |       | 2.5  |   |  |  | 132.5 |   |  |  | 16.0 |   |  |  | 1,939.3 |  
|Additions                |  |      |     |  |                           |  | 1.7    |               |  |  |                      |   |  |                      | 22.8   |   |          |  | 1.5   |              |  |  | 0.1                     |   |  |         | 29.0  |   |             |  | 12.3  |                           |  |  | 10.1                         |   |  |       | 0.4  |   |  |  | 47.1  |   |  |  | 24.6 |   |  |  | 149.6   |  
|Disposals                |  |      |     |  |                           |  |       |               |  |  |                      |   |  |                      | (31.0  | ) |          |  | (1.0  | )            |  |  | (0.3                    | ) |  |         | (17.5 | ) |             |  | (0.6  | )                         |  |  |                             |   |  |       | (2.3 | ) |  |  |      |   |  |  |     |   |  |  | (52.7   | )
|Impairment               |  |      |     |  |                           |  |       |               |  |  |                      |   |  |                      |       |   |          |  |      |              |  |  |                        |   |  |         | (13.3 | ) |             |  |      |                           |  |  |                             |   |  |       |     |   |  |  |      |   |  |  |     |   |  |  | (13.3   | )
|Reclassifications*       |  |      |     |  |                           |  | 3.4    |               |  |  | 2.6                   |   |  |                      | (5.0   | ) |          |  | 0.9   |              |  |  | 0.5                     |   |  |         | 98.3  |   |             |  | (4.8  | )                         |  |  |                             |   |  |       | 3.0  |   |  |  |      |   |  |  | (0.6 | ) |  |  | 98.3    |  
|Translation adjustments  |  |      |     |  |                           |  | (0.5   | )             |  |  |                      |   |  |                      | (7.3   | ) |          |  | (0.4  | )            |  |  | (0.3                    | ) |  |         |      |   |             |  | (0.6  | )                         |  |  |                             |   |  |       | (0.4 | ) |  |  |      |   |  |  |     |   |  |  | (9.5    | )
|                         |  |      |      |  |                           |  |        |               |  |  |                       |   |  |                      |        |   |          |  |       |              |  |  |                         |   |  |         |       |   |             |  |       |                           |  |  |                              |   |  |       |      |   |  |  |       |   |  |  |      |   |  |  |         |  
|At December 31, 2010     |  |      | 11.1 |  |                           |  | 394.4  |               |  |  | 124.9                 |   |  |                      | 438.7  |   |          |  | 44.9  |              |  |  | 13.2                    |   |  |         | 472.3 |   |             |  | 115.1 |                           |  |  | 274.3                        |   |  |       | 3.2  |   |  |  | 179.6 |   |  |  | 40.0 |   |  |  | 2,111.7 |  
|                         |  |      |      |  |                           |  |        |               |  |  |                       |   |  |                      |        |   |          |  |       |              |  |  |                         |   |  |         |       |   |             |  |       |                           |  |  |                              |   |  |       |      |   |  |  |       |   |  |  |      |   |  |  |         |  
|Accumulated depreciation |  |      |      |  |                           |  |        |               |  |  |                       |   |  |                      |        |   |          |  |       |              |  |  |                         |   |  |         |       |   |             |  |       |                           |  |  |                              |   |  |       |      |   |  |  |       |   |  |  |      |   |  |  |         |  
|At December 31, 2009     |  |      |     |  |                           |  | (108.6 | )             |  |  | (80.4                 | ) |  |                      | (281.4 | ) |          |  | (25.6 | )            |  |  | (10.2                   | ) |  |         | (76.3 | ) |             |  | (93.4 | )                         |  |  | (108.8                       | ) |  |       | (1.1 | ) |  |  | (52.2 | ) |  |  |     |   |  |  | (838.0  | )
|Depreciation             |  |      |     |  |                           |  | (9.2   | )             |  |  | (2.2                  | ) |  |                      | (13.5  | ) |          |  | (2.2  | )            |  |  | (0.5                    | ) |  |         | (25.3 | ) |             |  | (6.9  | )                         |  |  | (20.6                        | ) |  |       |     |   |  |  | (22.6 | ) |  |  |     |   |  |  | (103.0  | )
|Disposals                |  |      |     |  |                           |  |       |               |  |  |                      |   |  |                      | 9.6    |   |          |  | 0.8   |              |  |  | 0.3                     |   |  |         | 9.7   |   |             |  | 0.6   |                           |  |  |                             |   |  |       |     |   |  |  |      |   |  |  |     |   |  |  | 21.0    |  
|Reclassifications*       |  |      |     |  |                           |  |       |               |  |  |                      |   |  |                      |       |   |          |  |      |              |  |  |                        |   |  |         | 0.9   |   |             |  |      |                           |  |  |                             |   |  |       |     |   |  |  |      |   |  |  |     |   |  |  | 0.9     |  
|Translation adjustments  |  |      |     |  |                           |  | 0.2    |               |  |  |                      |   |  |                      | 6.8    |   |          |  | 0.3   |              |  |  | 0.1                     |   |  |         |      |   |             |  | 1.0   |                           |  |  |                             |   |  |       |     |   |  |  |      |   |  |  |     |   |  |  | 8.4     |  
|                         |  |      |      |  |                           |  |        |               |  |  |                       |   |  |                      |        |   |          |  |       |              |  |  |                         |   |  |         |       |   |             |  |       |                           |  |  |                              |   |  |       |      |   |  |  |       |   |  |  |      |   |  |  |         |  
|At December 31, 2010     |  |      |     |  |                           |  | (117.6 | )             |  |  | (82.6                 | ) |  |                      | (278.5 | ) |          |  | (26.7 | )            |  |  | (10.3                   | ) |  |         | (91.0 | ) |             |  | (98.7 | )                         |  |  | (129.4                       | ) |  |       | (1.1 | ) |  |  | (74.8 | ) |  |  |     |   |  |  | (910.7  | )
|                         |  |      |      |  |                           |  |        |               |  |  |                       |   |  |                      |        |   |          |  |       |              |  |  |                         |   |  |         |       |   |             |  |       |                           |  |  |                              |   |  |       |      |   |  |  |       |   |  |  |      |   |  |  |         |  
|                         |  |      |      |  |                           |  |        |               |  |  |                       |   | 
|Net                      |  |      |      |  |                           |  |        |               |  |  |                       |   |  |                      |        |   |          |  |       |              |  |  |                         |   |  |         |       |   |             |  |       |                           |  |  |                              |   |  |       |      |   |  |  |       |   |  |  |      |   |  |  |         |  
|At December 31, 2009     |  |      | 11.1 |  |                           |  | 281.2  |               |  |  | 41.9                  |   |  |                      | 177.8  |   |          |  | 18.3  |              |  |  | 3.0                     |   |  |         | 299.5 |   |             |  | 15.4  |                           |  |  | 155.4                        |   |  |       | 1.4  |   |  |  | 80.3  |   |  |  | 16.0 |   |  |  | 1,101.3 |  
|At December 31, 2010     |  |      | 11.1 |  |                           |  | 276.8  |               |  |  | 42.3                  |   |  |                      | 160.2  |   |          |  | 18.2  |              |  |  | 2.9                     |   |  |         | 381.3 |   |             |  | 16.4  |                           |  |  | 144.9                        |   |  |       | 2.1  |   |  |  | 104.8 |   |  |  | 40.0 |   |  |  | 1,201.0 |  





|                         |  |      |      |  |                           |  |        |               |  |  |                       |   |  |                      |        |   |          |  |       |              |  |  |                         |   |  |         |       |   |             |  |       |                           |  |  |                              |   |  |       |       |   |  |  |       |   |  |  |       |   |  |  |         |  
|------------------------ |  | ---- | ---- |  | ------------------------- |  | ------ | ------------- |  |  | --------------------- | - |  | -------------------- | ------ | - | -------- |  | ----- | ------------ |  |  | ----------------------- | - |  | ------- | ----- | - | ----------- |  | ----- | ------------------------- |  |  | ---------------------------- | - |  | ----- | ----- | - |  |  | ----- | - |  |  | ----- | - |  |  | ------- | -
|                         |  | Land |      |  | Buildings andimprovements |  |        | Installations |  |  | Machineryandequipment |   |  | Furnitureandfixtures |        |   | Vehicles |  |       | Aircraft (i) |  |  | Computersandperipherals |   |  | Tooling |       |   | Otherassets |  |       | Exchangepoolprogramassets |  |  | Constructionin progress (ii) |   |  | Total |      
|Cost                     |  |      |      |  |                           |  |        |               |  |  |                       |   |  |                      |        |   |          |  |       |              |  |  |                         |   |  |         |       |   |             |  |       |                           |  |  |                              |   |  |       |       |   |  |  |       |   |  |  |       |   |  |  |         |  
|At January 1, 2009       |  |      | 9.0  |  |                           |  | 335.8  |               |  |  | 102.5                 |   |  |                      | 407.8  |   |          |  | 41.8  |              |  |  | 12.6                    |   |  |         | 338.0 |   |             |  | 105.7 |                           |  |  | 253.9                        |   |  |       | 2.5   |   |  |  | 114.2 |   |  |  | 74.4  |   |  |  | 1,798.2 |  
|Additions                |  |      | 2.0  |  |                           |  | 20.1   |               |  |  | 0.3                   |   |  |                      | 33.6   |   |          |  | 2.2   |              |  |  | 0.7                     |   |  |         | 69.3  |   |             |  | 4.6   |                           |  |  | 10.3                         |   |  |       | 18.7  |   |  |  | 18.3  |   |  |  | 4.6   |   |  |  | 184.7   |  
|Disposals                |  |      |     |  |                           |  |       |               |  |  |                      |   |  |                      | (12.8  | ) |          |  | (0.7  | )            |  |  | (0.6                    | ) |  |         | (30.0 | ) |             |  | (1.7  | )                         |  |  |                             |   |  |       | (0.6  | ) |  |  |      |   |  |  | (1.5  | ) |  |  | (47.9   | )
|Impairment               |  |      |     |  |                           |  |       |               |  |  |                      |   |  |                      |       |   |          |  |      |              |  |  |                        |   |  |         |      |   |             |  |      |                           |  |  |                             |   |  |       |      |   |  |  |      |   |  |  |      |   |  |  |        |  
|Reclassifications*       |  |      | 0.1  |  |                           |  | 32.7   |               |  |  | 19.1                  |   |  |                      | 28.7   |   |          |  | 0.4   |              |  |  | 0.4                     |   |  |         | (1.5  | ) |             |  | (0.1  | )                         |  |  |                             |   |  |       | (18.1 | ) |  |  |      |   |  |  | (61.7 | ) |  |  |        |  
|Translation adjustments  |  |      |     |  |                           |  | 1.2    |               |  |  | 0.4                   |   |  |                      | 1.9    |   |          |  | 0.2   |              |  |  | 0.1                     |   |  |         |      |   |             |  | 0.3   |                           |  |  |                             |   |  |       |      |   |  |  |      |   |  |  | 0.2   |   |  |  | 4.3     |  
|                         |  |      |      |  |                           |  |        |               |  |  |                       |   |  |                      |        |   |          |  |       |              |  |  |                         |   |  |         |       |   |             |  |       |                           |  |  |                              |   |  |       |       |   |  |  |       |   |  |  |       |   |  |  |         |  
|At December 31, 2009     |  |      | 11.1 |  |                           |  | 389.8  |               |  |  | 122.3                 |   |  |                      | 459.2  |   |          |  | 43.9  |              |  |  | 13.2                    |   |  |         | 375.8 |   |             |  | 108.8 |                           |  |  | 264.2                        |   |  |       | 2.5   |   |  |  | 132.5 |   |  |  | 16.0  |   |  |  | 1,939.3 |  
|                         |  |      |      |  |                           |  |        |               |  |  |                       |   |  |                      |        |   |          |  |       |              |  |  |                         |   |  |         |       |   |             |  |       |                           |  |  |                              |   |  |       |       |   |  |  |       |   |  |  |       |   |  |  |         |  
|Accumulated depreciation |  |      |      |  |                           |  |        |               |  |  |                       |   |  |                      |        |   |          |  |       |              |  |  |                         |   |  |         |       |   |             |  |       |                           |  |  |                              |   |  |       |       |   |  |  |       |   |  |  |       |   |  |  |         |  
|At January 1, 2009       |  |      |     |  |                           |  | (93.9  | )             |  |  | (72.8                 | ) |  |                      | (258.5 | ) |          |  | (23.4 | )            |  |  | (9.7                    | ) |  |         | (60.3 | ) |             |  | (88.0 | )                         |  |  | (92.0                        | ) |  |       | (1.1  | ) |  |  | (38.9 | ) |  |  |      |   |  |  | (738.6  | )
|Depreciation             |  |      |     |  |                           |  | (14.5  | )             |  |  | (7.5                  | ) |  |                      | (34.3  | ) |          |  | (2.7  | )            |  |  | (0.8                    | ) |  |         | (19.2 | ) |             |  | (6.1  | )                         |  |  | (16.8                        | ) |  |       |      |   |  |  | (13.3 | ) |  |  |      |   |  |  | (115.2  | )
|Disposals                |  |      |     |  |                           |  |       |               |  |  |                      |   |  |                      | 13.5   |   |          |  | 0.7   |              |  |  | 0.4                     |   |  |         | 3.2   |   |             |  | 1.6   |                           |  |  |                             |   |  |       |      |   |  |  |      |   |  |  |      |   |  |  | 19.4    |  
|Reclassifications*       |  |      |     |  |                           |  |       |               |  |  |                      |   |  |                      |       |   |          |  |      |              |  |  |                        |   |  |         |      |   |             |  |      |                           |  |  |                             |   |  |       |      |   |  |  |      |   |  |  |      |   |  |  |        |  
|Translation adjustments  |  |      |     |  |                           |  | (0.2   | )             |  |  | (0.1                  | ) |  |                      | (2.1   | ) |          |  | (0.2  | )            |  |  | (0.1                    | ) |  |         |      |   |             |  | (0.9  | )                         |  |  |                             |   |  |       |      |   |  |  |      |   |  |  |      |   |  |  | (3.6    | )
|                         |  |      |      |  |                           |  |        |               |  |  |                       |   |  |                      |        |   |          |  |       |              |  |  |                         |   |  |         |       |   |             |  |       |                           |  |  |                              |   |  |       |       |   |  |  |       |   |  |  |       |   |  |  |         |  
|At December 31, 2009     |  |      |     |  |                           |  | (108.6 | )             |  |  | (80.4                 | ) |  |                      | (281.4 | ) |          |  | (25.6 | )            |  |  | (10.2                   | ) |  |         | (76.3 | ) |             |  | (93.4 | )                         |  |  | (108.8                       | ) |  |       | (1.1  | ) |  |  | (52.2 | ) |  |  |      |   |  |  | (838.0  | )
|                         |  |      |      |  |                           |  |        |               |  |  |                       |   |  |                      |        |   |          |  |       |              |  |  |                         |   |  |         |       |   |             |  |       |                           |  |  |                              |   |  |       |       |   |  |  |       |   |  |  |       |   |  |  |         |  
|Net                      |  |      |      |  |                           |  |        |               |  |  |                       |   |  |                      |        |   |          |  |       |              |  |  |                         |   |  |         |       |   |             |  |       |                           |  |  |                              |   |  |       |       |   |  |  |       |   |  |  |       |   |  |  |         |  
|At January 1, 2009       |  |      | 9.0  |  |                           |  | 241.9  |               |  |  | 29.7                  |   |  |                      | 149.3  |   |          |  | 18.4  |              |  |  | 2.9                     |   |  |         | 277.7 |   |             |  | 17.7  |                           |  |  | 161.9                        |   |  |       | 1.4   |   |  |  | 75.3  |   |  |  | 74.4  |   |  |  | 1,059.6 |  
|At December 31, 2009     |  |      | 11.1 |  |                           |  | 281.2  |               |  |  | 41.9                  |   |  |                      | 177.8  |   |          |  | 18.3  |              |  |  | 3.0                     |   |  |         | 299.5 |   |             |  | 15.4  |                           |  |  | 155.4                        |   |  |       | 1.4   |   |  |  | 80.3  |   |  |  | 16.0  |   |  |  | 1,101.3 |  



| | * | Non-cash transactions.
| | - | ----------------------



| | (i) | These aircraft are used for testing, shuttle and operational leasing and are adjusted to the fair value, when applicable. The following number of aircrafts are
included:
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | December, 31, 2010: 5 EMB 120, 28 ERJ 145, 6 EMBRAER 170, 1 EMBRAER 175, 1 EMBRAER 190, 2 Phenom 100 and 2 other models.
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | December, 31, 2009: 5 EMB 120, 26 ERJ 145, 4 EMBRAER 170, 1 EMBRAER 190 and 2 de other models.
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | January, 1, 2009: 5 EMB 120, 21 ERJ 145, 4 EMBRAER 170, 1 EMBRAER 175, 1 EMBRAER 190 and 3 de other models.
| | - |  | -----------------------------------------------------------------------------------------------------------



F-46



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





Of the aircraft above, 29 aircraft were under operating lease, two are used for testing
and one for Company use.



| | (ii) | Refers mainly to construction works to expand the manufacturing plants and aircraft maintenance centers.
| | ---- | --------------------------------------------------------------------------------------------------------

At December 31, 2010, US$ 46.6 of property, plant and equipment were related to loans and financing guarantees and labor
contingencies.

Depreciation expenses of US$ 77.3 (2009 - US$ 101.4) were charged to Cost of sales, US$ 9.2
(2009 - US$ 5.7) to Selling expenses and US$ 7.2 (2009 - US$ 8.1 to Administrative expenses.

Equipment lease cost total
US$ 49.9 (2009 - US$ 65.1 and January 1, 2009 US$ 47.9) and depreciation of US$ 49.9 (2009 - US$ 50.7 and January 1, 2009 US$ 44.3).

Depreciation are related to leasing, respectively, are included in the statement of income.

In 2010, the finance expenses capitalized totaled US$ 0.1 (2009 - US$ 1.0 and January 1, 2009 - US$ 3.0), applying a weighted average capitalization rate of 4.1% (2009 - 5.3% and January 1, 2009
- 7.0%).



|17. | Intangible Assets
|--- | -----------------

Internally developed intangible assets refers to the costs incurred in developing programs for each new aircraft, including support
services, production labor, materials and direct labor allocated to the construction of prototype aircraft or significant components.



|                                            |  |                      |        |   |                           |  |        |                     |  |  |       |   |  |          |      |   |       |  |       |   |  |  |         |  
|------------------------------------------- |  | -------------------- | ------ | - | ------------------------- |  | ------ | ------------------- |  |  | ----- | - |  | -------- | ---- | - | ----- |  | ----- | - |  |  | ------- | -
|                                            |  | Internally developed |        |   | Acquired from third party |  |        |                     | 
|                                            |  | Commercial           |        |   | Executive                 |  |        | Defense andsecurity |  |  | Other |   |  | Software |      |   | Total | 
|Intangible cost                             |  |                      |        |   |                           |  |        |                     |  |  |       |   |  |          |      |   |       |  |       |   |  |  |         |  
|At December 31, 2009                        |  |                      | 945.4  |   |                           |  | 505.2  |                     |  |  | 24.6  |   |  |          | 4.6  |   |       |  | 122.3 |   |  |  | 1,602.1 |  
|Additions                                   |  |                      | 16.8   |   |                           |  | 144.9  |                     |  |  | 0.5   |   |  |          |     |   |       |  | 16.5  |   |  |  | 178.7   |  
|Contributions from suppliers                |  |                      | (2.4   | ) |                           |  | (97.0  | )                   |  |  |      |   |  |          |     |   |       |  |      |   |  |  | (99.4   | )
|Disposals                                   |  |                      |       |   |                           |  |       |                     |  |  |      |   |  |          | (1.1 | ) |       |  | (8.2  | ) |  |  | (9.3    | )
|                                            |  |                      |        |   |                           |  |        |                     |  |  |       |   |  |          |      |   |       |  |       |   |  |  |         |  
|At December 31, 2010                        |  |                      | 959.8  |   |                           |  | 553.1  |                     |  |  | 25.1  |   |  |          | 3.5  |   |       |  | 130.6 |   |  |  | 1,672.1 |  
|                                            |  |                      |        |   |                           |  |        |                     |  |  |       |   |  |          |      |   |       |  |       |   |  |  |         |  
|                                            |  |                      |        |   |                           | 
|Amortization accumulated                    |  |                      |        |   |                           |  |        |                     |  |  |       |   |  |          |      |   |       |  |       |   |  |  |         |  
|At December 31, 2009                        |  |                      | (662.1 | ) |                           |  | (97.5  | )                   |  |  | (20.2 | ) |  |          | (1.9 | ) |       |  | (94.9 | ) |  |  | (876.6  | )
|Disposals                                   |  |                      |       |   |                           |  |       |                     |  |  |      |   |  |          | 0.3  |   |       |  | 6.8   |   |  |  | 7.1     |  
|Amortization                                |  |                      | (52.1  | ) |                           |  | (53.6  | )                   |  |  | (3.1  | ) |  |          | (0.1 | ) |       |  | (7.3  | ) |  |  | (116.2  | )
|Amortization of contribution from suppliers |  |                      | 20.1   |   |                           |  | 9.8    |                     |  |  |      |   |  |          |     |   |       |  |      |   |  |  | 29.9    |  
|                                            |  |                      |        |   |                           |  |        |                     |  |  |       |   |  |          |      |   |       |  |       |   |  |  |         |  
|At December 31, 2010                        |  |                      | (694.1 | ) |                           |  | (141.3 | )                   |  |  | (23.3 | ) |  |          | (1.7 | ) |       |  | (95.4 | ) |  |  | (955.8  | )
|                                            |  |                      |        |   |                           |  |        |                     |  |  |       |   |  |          |      |   |       |  |       |   |  |  |         |  
|                                            |  |                      |        |   |                           | 
|Intangible net                              |  |                      |        |   |                           |  |        |                     |  |  |       |   |  |          |      |   |       |  |       |   |  |  |         |  
|At December 31, 2009                        |  |                      | 283.3  |   |                           |  | 407.7  |                     |  |  | 4.4   |   |  |          | 2.7  |   |       |  | 27.4  |   |  |  | 725.5   |  
|At December 31, 2010                        |  |                      | 265.7  |   |                           |  | 411.8  |                     |  |  | 1.8   |   |  |          | 1.8  |   |       |  | 35.2  |   |  |  | 716.3   |  
|                                            |  |                      |       
|                                            |  | Internally developed |        |   | Acquired from third party |  |        |                     | 
|                                            |  | Commercial           |        |   | Executive                 |  |        | Defense andsecurity |  |  | Other |   |  | Software |      |   | Total | 
|Intangible cost                             |  |                      |        |   |                           |  |        |                     |  |  |       |   |  |          |      |   |       |  |       |   |  |  |         |  
|At January 1, 2009                          |  |                      | 942.2  |   |                           |  | 416.6  |                     |  |  | 24.2  |   |  |          | 12.4 |   |       |  | 101.0 |   |  |  | 1,496.4 |  
|Additions                                   |  |                      | 19.3   |   |                           |  | 184.3  |                     |  |  | 0.4   |   |  |          | 1.3  |   |       |  | 14.1  |   |  |  | 219.4   |  
|Contributions from suppliers                |  |                      | (6.8   | ) |                           |  | (95.4  | )                   |  |  |      |   |  |          |     |   |       |  |      |   |  |  | (102.2  | )
|Disposals                                   |  |                      | (9.3   | ) |                           |  | (0.3   | )                   |  |  |      |   |  |          | (9.1 | ) |       |  | 7.2   |   |  |  | (11.5   | )
|                                            |  |                      |        |   |                           |  |        |                     |  |  |       |   |  |          |      |   |       |  |       |   |  |  |         |  
|At December 31, 2009                        |  |                      | 945.4  |   |                           |  | 505.2  |                     |  |  | 24.6  |   |  |          | 4.6  |   |       |  | 122.3 |   |  |  | 1,602.1 |  
|                                            |  |                      |        |   |                           |  |        |                     |  |  |       |   |  |          |      |   |       |  |       |   |  |  |         |  
|                                            |  |                      |        |   |                           | 
|Amortization accumulated                    |  |                      |        |   |                           |  |        |                     |  |  |       |   |  |          |      |   |       |  |       |   |  |  |         |  
|At January 01, 2009                         |  |                      | (624.8 | ) |                           |  | (78.4  | )                   |  |  | (19.7 | ) |  |          | (4.2 | ) |       |  | (79.4 | ) |  |  | (806.5  | )
|Disposals                                   |  |                      | 9.2    |   |                           |  |       |                     |  |  |      |   |  |          | 6.1  |   |       |  | (6.7  | ) |  |  | 8.6     |  
|Amortization                                |  |                      | (73.4  | ) |                           |  | (27.6  | )                   |  |  | (0.5  | ) |  |          | (3.8 | ) |       |  | (8.8  | ) |  |  | (114.1  | )
|Amortization of contribution from suppliers |  |                      | 26.9   |   |                           |  | 8.5    |                     |  |  |      |   |  |          |     |   |       |  |      |   |  |  | 35.4    |  
|                                            |  |                      |        |   |                           |  |        |                     |  |  |       |   |  |          |      |   |       |  |       |   |  |  |         |  
|At December 31, 2009                        |  |                      | (662.1 | ) |                           |  | (97.5  | )                   |  |  | (20.2 | ) |  |          | (1.9 | ) |       |  | (94.9 | ) |  |  | (876.6  | )
|                                            |  |                      |        |   |                           |  |        |                     |  |  |       |   |  |          |      |   |       |  |       |   |  |  |         |  
|                                            |  |                      |        |   |                           | 
|Intangible net                              |  |                      |        |   |                           |  |        |                     |  |  |       |   |  |          |      |   |       |  |       |   |  |  |         |  
|At January 1, 2009                          |  |                      | 317.4  |   |                           |  | 338.2  |                     |  |  | 4.5   |   |  |          | 8.2  |   |       |  | 21.6  |   |  |  | 689.9   |  
|At December 31, 2009                        |  |                      | 283.3  |   |                           |  | 407.7  |                     |  |  | 4.4   |   |  |          | 2.7  |   |       |  | 27.4  |   |  |  | 725.5   |  



F-47



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|18. | Financial Liabilities by Category
|--- | ---------------------------------



|                                              |  |            |    |  |                                                         |  |       |                                                |  |  |         |  |  |  |         | 
|--------------------------------------------- |  | ---------- | -- |  | ------------------------------------------------------- |  | ----- | ---------------------------------------------- |  |  | ------- |  |  |  | ------- | 
|                                              |  | 12.31.2010 |   
|                                              |  | Note       |    |  | Liabilities measured atfair value through profitor loss |  |       | Financial liabilitiesmeasured atamortised cost |  |  | Total   | 
|                                              |  |            |    | 
|Loans and financing                           |  |            | 19 |  |                                                         |  |      |                                                |  |  | 1,431.1 |  |  |  | 1,431.1 | 
|Leasing                                       |  |            | 19 |  |                                                         |  |      |                                                |  |  | 3.7     |  |  |  | 3.7     | 
|Derivative financial instruments              |  |            | 39 |  |                                                         |  | 2.2   |                                                |  |  |        |  |  |  | 2.2     | 
|Financial guarantee of residual value         |  |            | 38 |  |                                                         |  | 11.1  |                                                |  |  |        |  |  |  | 11.1    | 
|Financial guarantee                           |  |            | 38 |  |                                                         |  |      |                                                |  |  | 132.3   |  |  |  | 132.3   | 
|Trade accounts payable and others liabilities |  |            | 20 |  |                                                         |  |      |                                                |  |  | 1,332.5 |  |  |  | 1,332.5 | 
|                                              |  |            |    |  |                                                         |  |       |                                                |  |  |         |  |  |  |         | 
|                                              |  |            |    |  |                                                         |  | 13.3  |                                                |  |  | 2,899.6 |  |  |  | 2,912.9 | 
|                                              |  |            |    |  |                                                         |  |       |                                                |  |  |         |  |  |  |         | 
|                                              | 
|                                              |  | 12.31.2009 |   
|                                              |  | Note       |    |  | Liabilities measured atfair value through profitor loss |  |       | Financial liabilitiesmeasured atamortised cost |  |  | Total   | 
|                                              |  |            |    | 
|Loans and financing                           |  |            | 19 |  |                                                         |  |      |                                                |  |  | 2,039.3 |  |  |  | 2,039.3 | 
|Leasing                                       |  |            | 19 |  |                                                         |  |      |                                                |  |  | 19.0    |  |  |  | 19.0    | 
|Derivative financial instruments              |  |            | 39 |  |                                                         |  | 4.6   |                                                |  |  |        |  |  |  | 4.6     | 
|Financial guarantee of residual value         |  |            | 38 |  |                                                         |  | 8.4   |                                                |  |  |        |  |  |  | 8.4     | 
|Financial guarantee                           |  |            | 38 |  |                                                         |  |      |                                                |  |  | 145.7   |  |  |  | 145.7   | 
|Trade accounts payable and others liabilities |  |            | 20 |  |                                                         |  |      |                                                |  |  | 1,236.9 |  |  |  | 1,236.9 | 
|                                              |  |            |    |  |                                                         |  |       |                                                |  |  |         |  |  |  |         | 
|                                              |  |            |    |  |                                                         |  | 13.0  |                                                |  |  | 3,440.9 |  |  |  | 3,453.9 | 
|                                              |  |            |    |  |                                                         |  |       |                                                |  |  |         |  |  |  |         | 
|                                              | 
|                                              |  | 01.01.2009 |   
|                                              |  | Note       |    |  | Liabilities measured atfair value through profitor loss |  |       | Financial liabilitiesmeasured atamortised cost |  |  | Total   | 
|                                              |  |            |    | 
|Loans and financing                           |  |            | 19 |  |                                                         |  |      |                                                |  |  | 1,820.8 |  |  |  | 1,820.8 | 
|Leasing                                       |  |            | 19 |  |                                                         |  |      |                                                |  |  | 19.0    |  |  |  | 19.0    | 
|Derivative financial instruments              |  |            | 39 |  |                                                         |  | 166.5 |                                                |  |  |        |  |  |  | 166.5   | 
|Financial guarantee of residual value         |  |            | 38 |  |                                                         |  | 9.5   |                                                |  |  |        |  |  |  | 9.5     | 
|Financial guarantee                           |  |            | 38 |  |                                                         |  |      |                                                |  |  | 163.5   |  |  |  | 163.5   | 
|Trade accounts payable and others liabilities |  |            | 20 |  |                                                         |  |      |                                                |  |  | 1,669.1 |  |  |  | 1,669.1 | 
|                                              |  |            |    |  |                                                         |  |       |                                                |  |  |         |  |  |  |         | 
|                                              |  |            |    |  |                                                         |  | 176.0 |                                                |  |  | 3,672.4 |  |  |  | 3,848.4 | 
|                                              |  |            |    |  |                                                         |  |       |                                                |  |  |         |  |  |  |         | 



F-48



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|19. | Loans and Financing
|--- | -------------------



|                                       |  |          |        |  |                              |                                          |                             |                                          |          |  |      |            |  |  |            |  |  |            |         |  |  |  |         | 
|-------------------------------------- |  | -------- | ------ |  | ---------------------------- | ---------------------------------------- | --------------------------- | ---------------------------------------- | -------- |  | ---- | ---------- |  |  | ---------- |  |  | ---------- | ------- |  |  |  | ------- | 
|                                       |  | Currency |        |  | Contractualinterest rate - % |                                          | Effective
interest rate - % |                                          | Maturity |  |      | 12.31.2010 |  |  | 12.31.2009 |  |  | 01.01.2009 |        
|                                       |  |          |        |  |                              |                                          |                            
|Other currencies:                      |  |          |        |  |                              |                                          |                             |                                          |          |  |      |            |  |  |            |  |  |            |         |  |  |  |         | 
|                                       |  |          |        |  |                              |                                          |                            
|Working Capital                        |  |          | US$    |  |                              | 1.00% to 6.375% LIBOR 6M+ 0.50% to 1.10% |                             | 1.00% to 6.716% LIBOR 6M+ 0.50% to 1.10% |          |  |      |            |  |  | 949.3      |  |  |            | 1,002.8 |  |  |  | 543.7   | 
|                                       |  |          |        |  |                              |                                          |                            
|                                       |  |          | Euro   |  |                              | Euribor + 0.12% to 1.70%                 |                             | Euribor + 0.12% to 1.70%                 |          |  | 2020 |            |  |  | 10.1       |  |  |            | 37.3    |  |  |  | 46.5    | 
|                                       |  |          |        |  |                              |                                          |                            
|                                       |  |          | Others |  |                              | 4.78%                                    |                             | 4.78%                                    |          |  |      |            |  |  |           |  |  |            |        |  |  |  | 22.1    | 
|                                       |  |          |        |  |                              |                                          |                            
|Project development                    |  |          | US$    |  |                              | 6.87%                                    |                             | 6.87%                                    |          |  | 2015 |            |  |  | 1.4        |  |  |            | 1.6     |  |  |  | 132.4   | 
|                                       |  |          |        |  |                              |                                          |                            
|Acquisition of materials               |  |          | US$    |  |                              | 5.75% LIBOR 3M + 0.45% to 1.12%          |                             | 5.75% LIBOR 3M + 0.45% to 1.12%          |          |  | 2013 |            |  |  |           |  |  |            | 261.4   |  |  |  | 36.9    | 
|                                       |  |          |        |  |                              |                                          |                            
|Export Financing                       |  |          | US$    |  |                              | 6.30%                                    |                             | 6.30%                                    |          |  | 2010 |            |  |  |           |  |  |            |        |  |  |  | 55.9    | 
|                                       |  |          |        |  |                              |                                          |                            
|Advances on foreign exchange contracts |  |          | US$    |  |                              | 4.20% to 8.50%                           |                             | 4.20% to 8.50%                           |          |  | 2009 |            |  |  |           |  |  |            |        |  |  |  | 341.2   | 
|                                       |  |          |        |  |                              |                                          |                            
|Property, plant and equipment          |  |          | US$    |  |                              | 3.53% to 5.75% LIBOR 1M + 2.44%          |                             | 3.53% to 5.75% LIBOR 1M + 2.44%          |          |  | 2035 |            |  |  | 71.3       |  |  |            | 32.2    |  |  |  | 25.7    | 
|                                       |  |          |        |  |                              |                                          |                            
|Finance leasing                        |  |          | US$    |  |                              | 6.16% to 7.95% LIBOR 12M+ 2.54% to 3.40% |                             | 6.16% to 7.95% LIBOR 12M+ 2.54% to 3.40% |          |  | 2014 |            |  |  | 2.2        |  |  |            | 3.8     |  |  |  | 6.2     | 
|                                       |  |          |        |  |                              |                                          |                             |                                          |          |  |      |            |  |  |            |  |  |            |         |  |  |  |         | 
|In local currency:                     |  |          |        |  |                              |                                          |                             |                                          |          |  |      |            |  |  | 1,034.3    |  |  |            | 1,339.1 |  |  |  | 1,210.6 | 
|                                       |  |          |        |  |                              |                                          |                             |                                          |          |  |      |            |  |  |            |  |  |            |         |  |  |  |         | 
|                                       |  |          |        |  |                              |                                          |                            
|Export Financing                       |  |          | R$     |  |                              | 4.50% TJLP + 2.09% to 2.80%              |                             | 4.50% TJLP + 2.09% to 2.80%              |          |  | 2013 |            |  |  | 331.4      |  |  |            | 621.4   |  |  |  | 545.2   | 
|                                       |  |          |        |  |                              |                                          |                            
|Project development                    |  |          | R$     |  |                              | TJLP + 2.41% to 5.0%                     |                             | TJLP + 2.41% to 5.0%                     |          |  | 2015 |            |  |  | 67.6       |  |  |            | 82.6    |  |  |  | 71.2    | 
|Finance leasing                        |  |          | R$     |  |                              | CDI + 0.49% to 2.46%                     |                             | CDI + 0.49% to 2.46%                     |          |  | 2015 |            |  |  | 1.5        |  |  |            | 15.2    |  |  |  | 12.8    | 
|                                       |  |          |        |  |                              |                                          |                             |                                          |          |  |      |            |  |  |            |  |  |            |         |  |  |  |         | 
|                                       |  |          |        |  |                              |                                          |                             |                                          |          |  |      |            |  |  | 400.5      |  |  |            | 719.2   |  |  |  | 629.2   | 
|                                       |  |          |        |  |                              |                                          |                             |                                          |          |  |      |            |  |  |            |  |  |            |         |  |  |  |         | 
|                                       |  |          |        |  |                              |                                          |                             |                                          |          |  |      |            |  |  | 1,434.8    |  |  |            | 2,058.3 |  |  |  | 1,839.8 | 
|                                       |  |          |        |  |                              |                                          |                             |                                          |          |  |      |            |  |  |            |  |  |            |         |  |  |  |         | 
|                                       |  |          |        |  |                              |                                          |                            
|Less - current portion                 |  |          |        |  |                              |                                          |                             |                                          |          |  |      |            |  |  | 72.6       |  |  |            | 592.4   |  |  |  | 539.0   | 
|                                       |  |          |        |  |                              |                                          |                             |                                          |          |  |      |            |  |  |            |  |  |            |         |  |  |  |         | 
|Long - term portion                    |  |          |        |  |                              |                                          |                             |                                          |          |  |      |            |  |  | 1,362.2    |  |  |            | 1,465.9 |  |  |  | 1,300.8 | 
|                                       |  |          |        |  |                              |                                          |                             |                                          |          |  |      |            |  |  |            |  |  |            |         |  |  |  |         | 

In September 2010 the Company renegotiated the standby syndicated credit line. The renegotiation involved
prepayment of US$ 250 million borrowed in March and April 2009, originally maturing in March and April 2011, and increasing the total amount of the line to US$ 1 billion, extending the period for disbursement to September 2012. The maintenance
cost is included in the financial expense. As of December 31, 2010, the Company had not drawn down any funds from this facility.

The Company has the following undrawn borrowing facilities:



|                              |  |            |         |  |            |  |       |            |  |  |       | 
|----------------------------- |  | ---------- | ------- |  | ---------- |  | ----- | ---------- |  |  | ----- | 
|                              |  | 12.31.2010 |         |  | 12.31.2009 |  |       | 01.01.2009 | 
|Floating :                    |  |            |         |  |            |  |       |            |  |  |       | 
|- Maturing more than one year |  |            | 1,000.0 |  |            |  | 261.3 |            |  |  | 671.1 | 
|                              |  |            |         |  |            |  |       |            |  |  |       | 
|                              |  |            | 1,000.0 |  |            |  | 261.3 |            |  |  | 671.1 | 
|                              |  |            |         |  |            |  |       |            |  |  |       | 



|(a) | Long-term maturities:
|--- | ---------------------



|                |  |  |         | 
|--------------- |  |  | ------- | 
|Year            |  |  |        
|2012            |  |  | 232.5   | 
|2013            |  |  | 176.1   | 
|2014            |  |  | 10.9    | 
|2015            |  |  | 7.7     | 
|Thereafter 2015 |  |  | 935.0   | 
|                |  |  |         | 
|                |  |  | 1,362.2 | 
|                |  |  |         | 



|(b) | Currency analysis
|--- | -----------------

Total
debt is denominated in the following currencies:



|               |  |            |         |  |            |  |         |            |  |  |         | 
|-------------- |  | ---------- | ------- |  | ---------- |  | ------- | ---------- |  |  | ------- | 
|               |  | 12.31.2010 |         |  | 12.31.2009 |  |         | 01.01.2009 | 
|               |  |            |        
|Brazilian Real |  |            | 400.5   |  |            |  | 719.1   |            |  |  | 629.1   | 
|US dollar      |  |            | 1,024.2 |  |            |  | 1,301.9 |            |  |  | 1,142.1 | 
|Euro           |  |            | 10.1    |  |            |  | 37.3    |            |  |  | 46.5    | 
|Other          |  |            |        |  |            |  |        |            |  |  | 22.1    | 
|               |  |            |         |  |            |  |         |            |  |  |         | 
|               |  |            | 1,434.8 |  |            |  | 2,058.3 |            |  |  | 1,839.8 | 
|               |  |            |         |  |            |  |         |            |  |  |         | 



|(c) | Capital lease obligations
|--- | -------------------------

The leasing operations are guaranteed by the leased assets.



|                                                          |  |            |      |   |            |  |      |            |  |  |      |  
|--------------------------------------------------------- |  | ---------- | ---- | - | ---------- |  | ---- | ---------- |  |  | ---- | -
|                                                          |  | 12.31.2010 |      |   | 12.31.2009 |  |      | 01.01.2009 | 
|Less than one year                                        |  |            | 1.7  |   |            |  | 5.2  |            |  |  | 5.8  |  
|More than one year and less than five years               |  |            | 2.6  |   |            |  | 13.9 |            |  |  | 12.9 |  
|More than five years                                      |  |            |     |   |            |  | 0.9  |            |  |  | 1.4  |  
|                                                          |  |            |      |   |            |  |      |            |  |  |      |  
|                                                          |  |            | 4.3  |   |            |  | 20.0 |            |  |  | 20.1 |  
|                                                          |  |            |     
|Less-Implicit interest                                    |  |            | (0.6 | ) |            |  | (1.0 | )          |  |  | (1.1 | )
|                                                          |  |            |      |   |            |  |      |            |  |  |      |  
|Capital lease obligation                                  |  |            | 3.7  |   |            |  | 19.0 |            |  |  | 19.0 |  
|                                                          |  |            |      |   |            |  |      |            |  |  |      |  
|                                                          |  |            |     
|The present value of capital lease obligation, following: |  |            |      |   |            |  |      |            |  |  |      |  
|                                                          |  |            |     
|Less than one year                                        |  |            | 1.6  |   |            |  | 4.7  |            |  |  | 5.3  |  
|More than one year and less than five years               |  |            | 2.1  |   |            |  | 13.4 |            |  |  | 12.3 |  
|More than five years                                      |  |            |     |   |            |  | 0.9  |            |  |  | 1.4  |  
|                                                          |  |            |      |   |            |  |      |            |  |  |      |  
|                                                          |  |            | 3.7  |   |            |  | 19.0 |            |  |  | 19.0 |  
|                                                          |  |            |      |   |            |  |      |            |  |  |      |  



F-49



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|(d) | Interest and guarantees
|--- | -----------------------

The total debt in Reais is subject to interest based on the Long-term Interest Rate (TJLP) and the Interbank Deposit Certificate (CDI). In
the year ended December 31, 2010 these rates were 4.24% p.a. (7.19% p.a. in December 31, 2009).

The U.S. dollar
loans at December 31, 2010 are subject to annual weighted interest rates of 5.89% p.a. (4.52% p.a. at December 31, 2009) and the Euro loans are subject to annual weighted interest rates of 2.23% p.a. (1.5% at December 31, 2009).

The effective rates on the foreign currency financing, which includes the financial structuring costs incurred and already
paid, result in an average effective weighted rate equivalent to LIBOR plus 3.13% p.a. at December 31, 2010 (LIBOR plus 1.65% p.a. in December 31, 2009).

Real estate, machinery, equipment, commercial pledges and bank guarantees totaling US$ 111.8 were pledged as collateral for loans.



| |  | Restrictive clauses
|- |  | -------------------

The long-term financing agreements contains restrictive clauses, in line with normal market practices, which establish control over the degree of leverage through the ratio of total consolidated
indebtedness/EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization), as well as limits for debt service cover based on the EBITDA/net financial expense ratio. Agreements include a clause that establishes a minimum amount for the
Companys net equity and customary restrictions on the creation of new encumbrances on assets, change of control, sale of assets and payment of dividends in excess of the minimum mandatory dividend in the event of default on financing and
transactions with affiliated companies.

As of December 31, 2010, the parent company and subsidiaries were in compliance
with all the restrictive clauses.



| |  | Bond issue
|- |  | ----------

In October, 2006, the Companys wholly-owned finance subsidiary Embraer Overseas Limited issued US$400.0 6.375% Guaranteed Notes due 2017 in an offering subsequently registered with the SEC for which
the Company provides a full and unconditional guarantee.

In October 2009, Embraer Overseas Limited issued US$ 500.0 6.375%
guaranteed Notes due 2020 and, as of December 31, 2010, US$ 502.8 was outstanding (US$7.3 in current liabilities), including principal and accrued interest. Interest is payable semiannually. The Notes are fully and unconditionally guaranteed by
the Company and have been registered with the SEC and listed on the NYSE.



|20. | Trade Accounts Payable
|--- | ----------------------



|                       |  |            |       |  |            |  |       |            |  |  |         | 
|---------------------- |  | ---------- | ----- |  | ---------- |  | ----- | ---------- |  |  | ------- | 
|                       |  | 12.31.2010 |       |  | 12.31.2009 |  |       | 01.01.2009 | 
|                       |  |            |      
|Foreign suppliers:     |  |            |       |  |            |  |       |            |  |  |         | 
|Risk partners (i)      |  |            | 300.9 |  |            |  | 214.2 |            |  |  | 478.1   | 
|Others                 |  |            | 389.3 |  |            |  | 339.4 |            |  |  | 547.3   | 
|Domestic suppliers     |  |            | 60.0  |  |            |  | 42.7  |            |  |  | 47.0    | 
|                       |  |            |       |  |            |  |       |            |  |  |         | 
|                       |  |            | 750.2 |  |            |  | 596.3 |            |  |  | 1,072.4 | 
|Less - current portion |  |            | 750.2 |  |            |  | 596.3 |            |  |  | 1,072.4 | 
|                       |  |            |       |  |            |  |       |            |  |  |         | 
|Long - term portion    |  |            |      |  |            |  |      |            |  |  |        | 
|                       |  |            |       |  |            |  |       |            |  |  |         | 

(i) The Companys risk-sharing suppliers /partners develop and produce significant aircraft components,
including engines, hydraulic components, avionics, wings, tail section, interior, parts of fuselage, among others. Certain contracts between the Company and these risk partners are long term and include deferral of payments for components and
systems until a negotiated term after delivery.

Once the risk partners have been selected and the aircraft development and
production program has commenced, changing supplier is more challenging , for examples, in the case of engines, the aircraft is specially designed to accommodate a given component, which cannot be easily replaced by another supplier without
incurring delays and significant additional expense. This dependence makes the Company vulnerable to the performance, quality and financial position of its risk partners (Note 39(d)).



F-50



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|21. | Other Payables
|--- | --------------



|                            |  |            |       |  |            |  |       |            |  |  |      | 
|--------------------------- |  | ---------- | ----- |  | ---------- |  | ----- | ---------- |  |  | ---- | 
|                            |  | 12.31.2010 |       |  | 12.31.2009 |  |       | 01.01.2009 | 
|                            |  |            |      
|Contractual obligations (i) |  |            | 29.2  |  |            |  | 29.0  |            |  |  | 21.4 | 
|Commercial incentives       |  |            | 12.9  |  |            |  | 12.2  |            |  |  | 7.4  | 
|Brazilian Air Force (ii)    |  |            | 2.7   |  |            |  | 10.2  |            |  |  |     | 
|Related party (iii)         |  |            | 7.8   |  |            |  | 9.9   |            |  |  | 8.6  | 
|Insurance                   |  |            | 6.4   |  |            |  | 7.8   |            |  |  | 4.2  | 
|Security deposit            |  |            | 10.1  |  |            |  | 5.7   |            |  |  | 3.9  | 
|Accrued materials (iv)      |  |            | 1.6   |  |            |  | 4.1   |            |  |  | 3.8  | 
|Financial credit (v)        |  |            | 2.0   |  |            |  | 2.6   |            |  |  | 3.3  | 
|Other accounts payable (vi) |  |            | 39.3  |  |            |  | 51.6  |            |  |  | 39.5 | 
|                            |  |            |       |  |            |  |       |            |  |  |      | 
|                            |  |            | 112.0 |  |            |  | 133.1 |            |  |  | 92.1 | 
|Less - current portion      |  |            | 84.4  |  |            |  | 108.1 |            |  |  | 70.0 | 
|                            |  |            |       |  |            |  |       |            |  |  |      | 
|Long - term portion         |  |            | 27.6  |  |            |  | 25.0  |            |  |  | 22.1 | 
|                            |  |            |       |  |            |  |       |            |  |  |      | 



| | (i) | Represents maintenance obligation under lease agreements.
| | --- | ---------------------------------------------------------



| | (ii) | The Brazilian Air Force is a related party.
| | ---- | -------------------------------------------



| | (iii) | Refers mainly to the intercompany loan between OGMA and EMPORDEF, an OGMA shareholder.
| | ----- | --------------------------------------------------------------------------------------



| | (iv) | Accessories or components to be installed in aircraft already delivered, in accordance with the contracts.
| | ---- | ----------------------------------------------------------------------------------------------------------



| | (v) | Amounts provided to compensate customers for certain financing costs.
| | --- | ---------------------------------------------------------------------



| | (vi) | Expenses incurred in December, for payment in the following month.
| | ---- | ------------------------------------------------------------------



|22. | Contribution from Suppliers
|--- | ---------------------------



|                       |  |            |      |  |            |  |      |            |  |  |      | 
|---------------------- |  | ---------- | ---- |  | ---------- |  | ---- | ---------- |  |  | ---- | 
|                       |  | 12.31.2010 |      |  | 12.31.2009 |  |      | 01.01.2009 | 
|                       |  |            |     
|Less - current portion |  |            | 0.9  |  |            |  | 0.9  |            |  |  | 2.5  | 
|Long - term portion    |  |            | 16.8 |  |            |  | 67.7 |            |  |  | 44.3 | 
|                       |  |            |      |  |            |  |      |            |  |  |      | 
|Total                  |  |            | 17.7 |  |            |  | 68.6 |            |  |  | 46.8 | 
|                       |  |            |      |  |            |  |      |            |  |  |      | 

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 intangible assets when contractual milestones are achieved as it has no ongoing
obligation.



|23. | Advances from Customers
|--- | -----------------------



|                            |  |            |       |  |            |  |         |            |  |  |         | 
|--------------------------- |  | ---------- | ----- |  | ---------- |  | ------- | ---------- |  |  | ------- | 
|                            |  | 12.31.2010 |       |  | 12.31.2009 |  |         | 01.01.2009 | 
|                            |  |            |      
|Denominated in U.S. dollars |  |            | 854.4 |  |            |  | 1,049.6 |            |  |  | 1,538.5 | 
|Denominated in Reais        |  |            | 137.2 |  |            |  | 111.3   |            |  |  | 48.4    | 
|                            |  |            |       |  |            |  |         |            |  |  |         | 
|                            |  |            | 991.6 |  |            |  | 1,160.9 |            |  |  | 1,586.9 | 
|Less - current portion      |  |            | 779.4 |  |            |  | 762.8   |            |  |  | 1,137.7 | 
|                            |  |            |       |  |            |  |         |            |  |  |         | 
|Long - term portion         |  |            | 212.2 |  |            |  | 398.1   |            |  |  | 449.2   | 
|                            |  |            |       |  |            |  |         |            |  |  |         | 



F-51



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|24. | Taxes and Payroll Charges Payable and Income Tax Social Contribution
|--- | --------------------------------------------------------------------



|                                                                              |  |            |       |  |            |  |       |            |  |  |       | 
|----------------------------------------------------------------------------- |  | ---------- | ----- |  | ---------- |  | ----- | ---------- |  |  | ----- | 
|                                                                              |  | 12.31.2010 |       |  | 12.31.2009 |  |       | 01.01.2009 | 
|                                                                              |  |            |      
|Income tax and social contribution                                            |  |            | 10.0  |  |            |  | 13.6  |            |  |  | 5.8   | 
|Social contribution on net income (i)                                         |  |            | 308.5 |  |            |  | 280.1 |            |  |  | 211.3 | 
|INSS (social security contribution) (ii)                                      |  |            | 125.2 |  |            |  | 109.9 |            |  |  | 81.5  | 
|PIS e COFINS (iii)                                                            |  |            | 29.4  |  |            |  | 48.5  |            |  |  | 57.8  | 
|Refinanced INSS (social security contribution on rural workers compensation) |  |            | 19.6  |  |            |  | 11.5  |            |  |  | 14.9  | 
|IRRF (Income tax withheld at source)                                          |  |            | 27.7  |  |            |  | 26.1  |            |  |  | 12.4  | 
|FGTS (Government Employee Severance Indemnity Fund)                           |  |            | 7.4   |  |            |  | 6.2   |            |  |  | 5.5   | 
|Other                                                                         |  |            | 15.0  |  |            |  | 9.6   |            |  |  | 17.7  | 
|                                                                              |  |            |       |  |            |  |       |            |  |  |       | 
|                                                                              |  |            | 542.8 |  |            |  | 505.5 |            |  |  | 406.9 | 
|Less - current portion                                                        |  |            | 89.5  |  |            |  | 78.5  |            |  |  | 63.3  | 
|                                                                              |  |            |       |  |            |  |       |            |  |  |       | 
|Long - term portion                                                           |  |            | 453.3 |  |            |  | 427.0 |            |  |  | 343.6 | 
|                                                                              |  |            |       |  |            |  |       |            |  |  |       | 

The Company is challenging, through both administrative and legal proceedings, the constitutionality of the
institution, the basis for calculation and expansion thereof, as well as the increases in the rates of certain taxes, social contributions and charges, with the aim to ensure non-collectability or the recovery of amounts paid in previous years. By
means of administrative and legal proceedings, the Company has obtained injunctions and similar measures to suspend collection or offset payment of taxes and social contributions and charges. Provisions have been recorded for the amount of taxes not
collected based on preliminary legal decisions, and updated based on changes in the SELIC interest rate until a final and definitive decision is obtained on the main following issues:



| | (i) | The Company is claiming constitutional immunity from the social contribution tax on exports. The lawsuit in relation to social contribution on exports is in the Federal
Supreme Court, awaiting judgment of an Extraordinary Appeal, in which a suspensive effect was awarded in the Companys favor. From the amount involved of US$ 300.2 in 2010, the Company has court-mandated escrow deposits totaling US$ 103.5 (Note
13).
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In relation to the IPI credits, the Company agreed to the financing terms introduced by Provisional
Measure 470/09. The requirements for obtaining the financing were fulfilled within the legal timeframe, that is, by November 30, 2009.



| | (ii) | This refers to the increase in the work-related accident insurance (SAT) rate. The Company is challenging the legality and absence of technical criteria for such rates
since 1995, the liability for which is suspended due to a lower court decision in a civil suit. The amount involved in this case is US$ 106.3 at December 31, 2010, parent company and consolidated.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

On February 18, 2009, the Company filed a suit contesting the payment of social security on dismissal notices paid.

As a result of a lower court injunction in favor of the Company, the amounts relating to notices to be paid were excluded from the
calculation base for the employers social security contribution and a provision was recorded, pending a definitive successful outcome of the court case. The case is awaiting filing with the Federal Regional Court, 3rd Region, for analysis of
the voluntary appeal. The amount involved in this case at December 31, 2010 is US$ 6.9.



| | (iii) | Refer to contributions to the PIS/PASEP fund (Social Integration Program / Public Servant Fund) which the Company is contesting for certain periods.
The 3rdDistrict Federal Regional Court handed down a
final decision recognizing the material rights, and the Company is awaiting a decision in the Higher Court of Justice to establish if the prescriptive period has expired for part of the credit.
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-52



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





As a result of enrollment in the financing scheme introduced by Provisional Measure
470/09 and Law 11.941/09, in relation to the taxes mentioned in items (i) and (iii) above, provisions for charges of US$ 20.0 were reversed in 2009, US$ 13.9 in the item financial expense and US$ 6.1 in the item operating expense. The
Company continues to dispute criteria for application of the benefits of the financing in the scope of the lawsuits.

Additionally, in accordance with Provisional Measure 470/09, the subsidiary ELEB settled tax debts with deferred income tax credits on
tax losses of US$ 5.2.

In respect of the above questions, the other provisions will be maintained until the final
unappealable decision.



|25. | Other Provisions
|--- | ----------------



|                                   |  |            |       |  |            |  |       |            |  |  |       | 
|---------------------------------- |  | ---------- | ----- |  | ---------- |  | ----- | ---------- |  |  | ----- | 
|                                   |  | 12.31.2010 |       |  | 12.31.2009 |  |       | 01.01.2009 | 
|                                   |  |            |      
|Provisions related to payroll      |  |            | 154.6 |  |            |  | 133.4 |            |  |  | 125.0 | 
|Employee profit-sharing program    |  |            | 43.0  |  |            |  | 38.2  |            |  |  | 30.5  | 
|Product warranty (i)               |  |            | 128.7 |  |            |  | 122.2 |            |  |  | 117.6 | 
|Post-retirement benefits (Note 27) |  |            | 12.9  |  |            |  | 2.9   |            |  |  | 2.8   | 
|Other                              |  |            | 20.1  |  |            |  | 19.4  |            |  |  | 11.0  | 
|                                   |  |            |       |  |            |  |       |            |  |  |       | 
|                                   |  |            | 359.3 |  |            |  | 316.1 |            |  |  | 286.9 | 
|Less - current portion             |  |            | 309.6 |  |            |  | 233.5 |            |  |  | 213.3 | 
|                                   |  |            |       |  |            |  |       |            |  |  |       | 
|Long - term portion                |  |            | 49.7  |  |            |  | 82.6  |            |  |  | 73.6  | 
|                                   |  |            |       |  |            |  |       |            |  |  |       | 



| | (i) | Includes warranty and contractual obligations to implement improvements to aircraft sold.
| | --- | -----------------------------------------------------------------------------------------

The activity in the provision account was as follows:



|                        |  |                                   |       |   |                                |  |       |                   |  |  |                         |   |  |        |      |  |       |  |       |   |  |  |        |  
|----------------------- |  | --------------------------------- | ----- | - | ------------------------------ |  | ----- | ----------------- |  |  | ----------------------- | - |  | ------ | ---- |  | ----- |  | ----- | - |  |  | ------ | -
|                        |  | Accrued payrolland relatedcharges |       |   | Accrued employeeprofit sharing |  |       | Productwarranties |  |  | Post retirementbenefits |   |  | Others |      |  | Total | 
|At January 1, 2009      |  |                                   | 125.0 |   |                                |  | 30.5  |                   |  |  | 117.6                   |   |  |        | 2.8  |  |       |  | 11.0  |   |  |  | 286.9  |  
|Additions               |  |                                   | 71.3  |   |                                |  | 59.9  |                   |  |  | 97.5                    |   |  |        | 0.1  |  |       |  | 33.2  |   |  |  | 262.0  |  
|Used/payments           |  |                                   |      |   |                                |  | (33.1 | )                 |  |  | (36.1                   | ) |  |        |     |  |       |  | (16.8 | ) |  |  | (86.0  | )
|Reversals               |  |                                   | (86.2 | ) |                                |  | (22.3 | )                 |  |  | (56.9                   | ) |  |        |     |  |       |  | (10.3 | ) |  |  | (175.7 | )
|Translation adjustments |  |                                   | 23.3  |   |                                |  | 3.2   |                   |  |  | 0.1                     |   |  |        |     |  |       |  | 2.3   |   |  |  | 28.9   |  
|                        |  |                                   |       |   |                                |  |       |                   |  |  |                         |   |  |        |      |  |       |  |       |   |  |  |        |  
|At December 31, 2009    |  |                                   | 133.4 |   |                                |  | 38.2  |                   |  |  | 122.2                   |   |  |        | 2.9  |  |       |  | 19.4  |   |  |  | 316.1  |  
|                        |  |                                   |       |   |                                |  |       |                   |  |  |                         |   |  |        |      |  |       |  |       |   |  |  |        |  
|Additions               |  |                                   | 75.2  |   |                                |  | 57.8  |                   |  |  | 65.2                    |   |  |        | 10.0 |  |       |  | 13.7  |   |  |  | 221.9  |  
|Used/payments           |  |                                   |      |   |                                |  | (50.4 | )                 |  |  | (8.6                    | ) |  |        |     |  |       |  | (0.6  | ) |  |  | (59.6  | )
|Reversals               |  |                                   | (59.4 | ) |                                |  | (5.4  | )                 |  |  | (50.1                   | ) |  |        |     |  |       |  | (10.2 | ) |  |  | (125.1 | )
|Translation adjustments |  |                                   | 5.4   |   |                                |  | 2.8   |                   |  |  |                        |   |  |        |     |  |       |  | (2.2  | ) |  |  | 6.0    |  
|                        |  |                                   |       |   |                                |  |       |                   |  |  |                         |   |  |        |      |  |       |  |       |   |  |  |        |  
|At December 31, 2010    |  |                                   | 154.6 |   |                                |  | 43.0  |                   |  |  | 128.7                   |   |  |        | 12.9 |  |       |  | 20.1  |   |  |  | 359.3  |  
|                        |  |                                   |       |   |                                |  |       |                   |  |  |                         |   |  |        |      |  |       |  |       |   |  |  |        |  



F-53



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|26. | Provisions for contingencies
|--- | ----------------------------

The provisions for tax contingencies and other litigation and the corresponding deposits were as follows:



|                       |  |            |      |  |            |  |      |            |  |  |      | 
|---------------------- |  | ---------- | ---- |  | ---------- |  | ---- | ---------- |  |  | ---- | 
|                       |  | 12.31.2010 |      |  | 12.31.2009 |  |      | 01.01.2009 | 
|                       |  |            |     
|Labor related          |  |            | 46.1 |  |            |  | 32.9 |            |  |  | 23.0 | 
|Tax related            |  |            | 30.7 |  |            |  | 27.9 |            |  |  | 20.3 | 
|Civil related          |  |            |     |  |            |  |     |            |  |  | 6.1  | 
|                       |  |            |      |  |            |  |      |            |  |  |      | 
|                       |  |            | 76.8 |  |            |  | 60.8 |            |  |  | 49.4 | 
|Less - current portion |  |            | 7.5  |  |            |  | 10.5 |            |  |  | 9.5  | 
|                       |  |            |      |  |            |  |      |            |  |  |      | 
|Long - term portion    |  |            | 69.3 |  |            |  | 50.3 |            |  |  | 39.9 | 
|                       |  |            |      |  |            |  |      |            |  |  |      | 

The activity in the provision account was as follows:



|                        |  |       |      |   |     |  |      |       |  |  |       |   |  |  |      |  
|----------------------- |  | ----- | ---- | - | --- |  | ---- | ----- |  |  | ----- | - |  |  | ---- | -
|                        |  | Labor |      |   | Tax |  |      | Civil |  |  | Total |  
|At January 1, 2009      |  |       | 23.0 |   |     |  | 20.3 |       |  |  | 6.1   |   |  |  | 49.4 |  
|Additions               |  |       | 7.8  |   |     |  |     |       |  |  |      |   |  |  | 7.8  |  
|Interest                |  |       | 3.3  |   |     |  | 0.8  |       |  |  |      |   |  |  | 4.1  |  
|Payments                |  |       | (1.5 | ) |     |  | (0.7 | )     |  |  | (6.1  | ) |  |  | (8.3 | )
|Reversals               |  |       | (6.9 | ) |     |  |     |       |  |  |      |   |  |  | (6.9 | )
|Translation adjustments |  |       | 7.2  |   |     |  | 7.5  |       |  |  |      |   |  |  | 14.7 |  
|                        |  |       |      |   |     |  |      |       |  |  |       |   |  |  |      |  
|At December 31, 2009    |  |       | 32.9 |   |     |  | 27.9 |       |  |  |      |   |  |  | 60.8 |  
|                        |  |       |      |   |     |  |      |       |  |  |       |   |  |  |      |  
|Additions               |  |       | 6.4  |   |     |  | 0.6  |       |  |  |      |   |  |  | 7.0  |  
|Interest                |  |       | 4.7  |   |     |  | 0.4  |       |  |  |      |   |  |  | 5.1  |  
|Reclassifications       |  |       | 2.2  |   |     |  | 1.8  |       |  |  |      |   |  |  | 4.0  |  
|Payments                |  |       | (0.6 | ) |     |  |     |       |  |  |      |   |  |  | (0.6 | )
|Translation adjustments |  |       | 0.5  |   |     |  |     |       |  |  |      |   |  |  | 0.5  |  
|                        |  |       |      |   |     |  |      |       |  |  |       |   |  |  |      |  
|At December 31, 2010    |  |       | 46.1 |   |     |  | 30.7 |       |  |  |      |   |  |  | 76.8 |  
|                        |  |       |      |   |     |  |      |       |  |  |       |   |  |  |      |  

The Company is party to labor and tax lawsuits, which are supported by judicial deposits, when applicable,
and is contesting these cases at both the administrative and judicial levels, recorded in Other Assets (Note 13).

The
provisions for probable loss in these lawsuits are estimated and updated by Management, based on the advice of its external legal counsel.

The nature of the obligations is summarized below:



| | (i) | Labor contingencies
| | --- | -------------------

The labor
contingencies relate to claims brought by trade unions representing the employees or individual claims in which former employees claim overtime, productivity, reinstatement, allowances, backdating of salary increases and readjustments.

The principal claims pending were filed by the trade union in June 1991, seeking to backdate a salary increase given by the Company in
January and February 1991 to November and December 1990. By September 30, 2009, approximately 97% of the employees and former employees had made settlements with the Company. Another lawsuit claims price-level restatement of the Verão
and Collor 1 economic plans on the 40% FGTS penalty paid to employees employed by the Company between February 1989 and April 1990 and dismissed between 1989 and June 2003. In September 2007, the Company signed an agreement that provided for
payments to begin in October 2007. By June 30, 2010, the Company had made payments to 80% of the former employees.

The
total exposure in these lawsuits is estimated at approximately US$ 62.0. The proceedings are at various levels awaiting judgment. Based on the advice of the Companys legal advisors and the success of certain judgments and negotiations that are
expected to occur, the amount provided is considered adequate by Management to cover probable losses in these cases.



F-54



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





| | (ii) | Tax
| | ---- | ---

The principal tax lawsuits
in progress are as follows:



| |  |  | Social security contributions - the Company was notified by the authorities for not withholding social security contributions from service providers.
These lawsuits are at the 2ndcourt level. The Company was
also notified to pay additional allowances for work environment risks. This lawsuit is also at the 2ndcourt level. The amount involved in these lawsuits, for which a full provision has been recorded, is US$ 13.7.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | FUNDAF - Special Fund for Development and Improvement of Inspection Activities (FUNDAF) - in March 2005, an Assessment and Penalty Notice (AIIM) was
filed against the Company, demanding payment of the contribution. As a result of this new notification, the Company filed a tax debt annulment lawsuit at the 1st court level, which is pending judgment. The amount involved in this case at
December 31, 2010 is US$ 6.4, for which a full provision has been recorded.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Import duty - Refers to an AIIM filed as a result of an alleged breach of the maximum period for complying with drawback and disputes concerning
product tax classifications. These lawsuits are at the 2ndand 1stcourt levels, respectively. The amount involved in
these lawsuits at December 31, 2010, for which a full provision has been recorded, is US$ 3.1. This amount is net of the judicial deposits of the same amount.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | CIDE - Between January and September 2002, the Company paid the Economic Domain Intervention Contribution (CIDE) charged on royalties, technical
services and technical assistance, without having altered the calculation base. After a first inspection of this period and a favorable ruling at the administrative level with regard to the facts contested, the Federal Revenue Secretariat notified
the Company to pay the difference on the calculation base charged in the above period. The Company filed a defense to the administrative lawsuit, which is currently at the Federal Revenue Judgment Office awaiting a hearing at the 1stlevel. The amount involved is US$ 2.9 at December 31, 2010
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

There are other tax lawsuits in progress which total US$ 4.6 at December 31, 2010.

Contingent liabilities

In response to a tax assessment notice filed by the Brazilian Federal Revenue Authorities in June 2010, the Company is contesting the basis of calculation and the rates of taxes charged on certain
specific remittances abroad. The amount involved is US$120,141. The Company filed a defense challenging the notification within the legal timeframe and is awaiting the revenue offices assessment and judgment of its defense. The likelihood of a
negative outcome in this dispute is considered possible by the Companys legal advisors and, for this reason, no provision has been recorded in the financial statements.



|27. | Post-Retirement Benefits
|--- | ------------------------



| | (a) | Defined contribution
| | --- | --------------------

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 S.A., a related party, and is
currently managed by EMBRAER PREV  Sociedade de Previdência Complementar. Contributions by the Companys to the plan the years ended December 31, 2010 and 2009 were US$22.8 and US$16.0, respectively.



| | (b) | Post-retirement healthcare benefits provided by the Parent company
| | --- | ------------------------------------------------------------------

The Company maintains a post employment healthcare plan for retired employees in accordance with established rules. The Company recorded a provision of US$ 9.6 million for this plan in profit or loss
for the period, obtained by actuarial calculation taking the following main premises into account:



F-55



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|                                                     |  |                                       |             | 
|---------------------------------------------------- |  | ------------------------------------- | ----------- | 
|                                                     |  | % Annual percentage(in nominal terms) |            
|Financial discount rate                              |  |                                       | 12%         | 
|Increase in medical expenses (reducing 0.5 % a year) |  |                                       | 11% to 5.5% | 
|Inflation                                            |  |                                       | 5.5%        | 
|General mortality table                              |  |                                       | AT 1983     | 



| | (c) | Post-retirement healthcare benefits provided by subsidiaries
| | --- | ------------------------------------------------------------

EAH (a wholly owned subsidiary of the Company) used to sponsor a pension and post-retirement medical care for the benefited employees and their dependents were accrued based on actuarial valuations.

The change in the post-retirement benefits for the years ended December 31, 2010 and 2009 is summarized as follows:



|                                             |  |            |      |   |            |  |      |  
|-------------------------------------------- |  | ---------- | ---- | - | ---------- |  | ---- | -
|                                             |  | 12.31.2010 |      |   | 12.31.2009 | 
|Benefits Obligations - beginning of the year |  |            | 4.2  |   |            |  | 4.1  |  
|Interest cost                                |  |            | 0.3  |   |            |  | 0.2  |  
|Actuarial loss                               |  |            | 0.3  |   |            |  | 0.1  |  
|Benefits paid to participants                |  |            | (0.2 | ) |            |  | (0.2 | )
|                                             |  |            |      |   |            |  |      |  
|                                             |  |           
|Benefits Obligations - end of year           |  |            | 4.6  |   |            |  | 4.2  |  
|                                             |  |            |      |   |            |  |      |  

The changes in plan assets for the years ended, was as follows:



|                                                  |  |            |      |   |            |  |      |            |  |  |      |  
|------------------------------------------------- |  | ---------- | ---- | - | ---------- |  | ---- | ---------- |  |  | ---- | -
|                                                  |  | 12.31.2010 |      |   | 12.31.2009 |  |      | 01.01.2009 | 
|Fair value of plan assets - beginning of the year |  |            | 1.4  |   |            |  | 1.4  |            |  |  | 1.9  |  
|Actual return on plan assets                      |  |            | 0.1  |   |            |  | 0.2  |            |  |  | (0.3 | )
|Benefits paid to participants                     |  |            | (0.2 | ) |            |  | (0.2 | )          |  |  | (0.2 | )
|                                                  |  |            |      |   |            |  |      |            |  |  |      |  
|Fair value of plan assets - end of year           |  |            | 1.3  |   |            |  | 1.4  |            |  |  | 1.4  |  
|                                                  |  |            |      |   |            |  |      |            |  |  |      |  

The fair value of the 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 the prior year in the valuation techniques and level of inputs. The net prepaid (accrued) benefit cost as of December 31, 2010, 2009 and January 1, 2009 is included in
other provisions and its components are summarized as follows:



|                             |  |            |      |   |            |  |      |            |  |  |      |  
|---------------------------- |  | ---------- | ---- | - | ---------- |  | ---- | ---------- |  |  | ---- | -
|                             |  | 12.31.2010 |      |   | 12.31.2009 |  |      | 01.01.2009 | 
|Accrued cost - Funded status |  |            | (3.3 | ) |            |  | (2.9 | )          |  |  | (2.8 | )
|                             |  |            |      |   |            |  |      |            |  |  |      |  
|                             |  |            | (3.3 | ) |            |  | (2.9 | )          |  |  | (2.8 | )
|                             |  |            |      |   |            |  |      |            |  |  |      |  



F-56



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





The principal actuarial assumptions utilized at December 31, 2010, 2009 and
January 1, 2009 was as follows:



|                               |  |            |      |  |            |  |      | 
|------------------------------ |  | ---------- | ---- |  | ---------- |  | ---- | 
|                               |  | %          |     
|                               |  | 12.31.2010 |      |  | 12.31.2009 | 
|                               |  |           
|Average discount rate          |  |            | 5.75 |  |            |  | 6.25 | 
|Net periodic benefit cost      |  |            | 5.25 |  |            |  | 5.75 | 
|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:



|                                    |  |            |      |   |            |  |      |  
|----------------------------------- |  | ---------- | ---- | - | ---------- |  | ---- | -
|                                    |  | 12.31.2010 |      |   | 12.31.2009 | 
|Service cost                        |  |            | (0.1 | ) |            |  |     |  
|Interest cost                       |  |            | (0.2 | ) |            |  | (0.2 | )
|Expected return on plan assets      |  |            | 0.1  |   |            |  | 0.1  |  
|Amortization of prior service cost  |  |            | 0.2  |   |            |  | 0.2  |  
|Amortization of loss                |  |            | (0.1 | ) |            |  | (0.1 | )
|                                    |  |            |      |   |            |  |      |  
|Net periodic benefit cost (benefit) |  |            | (0.1 | ) |            |  |     |  
|                                    |  |            |      |   |            |  |      |  
|Curtailment credit                  |  |            |     |   |            |  |     |  
|                                    |  |            |      |   |            |  |      |  
|Net cost (benefit)                  |  |            | (0.1 | ) |            |  |     |  
|                                    |  |            |      |   |            |  |      |  

The net benefit cost (benefit) is included in selling expenses and in administrative expenses.

The composition of plan assets at December 31, 2010, 2009 and January 1, 2009 were as follows:



|                                          |  |            |     |   |            |  |     |            |  |  |     |  
|----------------------------------------- |  | ---------- | --- | - | ---------- |  | --- | ---------- |  |  | --- | -
|                                          |  | 12.31.2010 |     |   | 12.31.2009 |  |     | 01.01.2009 | 
|Mutual funds invested primarily in stocks |  |            | 60  | % |            |  | 74  | %          |  |  | 59  | %
|Mutual funds invested primarily in bonds  |  |            | 37  | % |            |  | 23  | %          |  |  | 38  | %
|Other - cash                              |  |            | 3   | % |            |  | 3   | %          |  |  | 3   | %
|                                          |  |            |     |   |            |  |     |            |  |  |     |  
|                                          |  |            | 100 | % |            |  | 100 | %          |  |  | 100 | %
|                                          |  |            |     |   |            |  |     |            |  |  |     |  

The following benefit payments, which reflect expected future service, are expected to be paid to
participants under the post-retirement medical plan:



|            |  |  |     | 
|----------- |  |  | --- | 
|Year        |  |  |    
|2011        |  |  | 0.3 | 
|2012        |  |  | 0.3 | 
|2013        |  |  | 0.3 | 
|2014        |  |  | 0.3 | 
|2015        |  |  | 0.3 | 
|2016 - 2020 |  |  | 1.4 | 
|            |  |  |     | 
|            |  |  | 2.9 | 
|            |  |  |     | 

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, 2010, 2009 and January 1, 2009, respectively. The rate is expected to decrease gradually to 5% by 2012. Assumed health care cost trend rates have a significant
effect on the amounts reported for the postretirement health care plan. A one percentage point change in assumed health care cost trend rates would not have material effects on the post-retirement benefit.



F-57



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|28. | Shareholders equity
|--- | --------------------



|(a) | Capital
|--- | -------

The authorized
capital is divided into 1,000,000,000 common shares. The Companys subscribed and paid up capital at December 31, 2010 is US$ 1,438.0 and comprises 740,465,044 common shares, without par value, of which 16,800,000 shares are held in
Treasury.

Each common share is entitled to one vote at Annual and Extraordinary General Meetings, subject to certain
limitations specified in the Companys bylaws.



|(b) | Brazilian Federal Government Golden share
|--- | -----------------------------------------

The Brazilian federal 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 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;

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.



|(c) | Interest on own capital
|--- | -----------------------

In meetings held in 2010, the Board of Directors approved the distribution of interest on own capital as follows:



| |  |  | On June 10, 2010, it approved the payment of interest on capital of R$ 34.5 (US$ 19.2) or R$ 0.04664 per share, for the first half-year of
2010, subject to withholding tax of 15%. Payment started on November 22, 2010, without interest;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On September 16, 2010, it approved the payment of interest on capital of R$ 21.7 (US$ 12.8), or R$ 0.0293 per share, for the third quarter of
2010, subject to withholding tax of 15%. Payment started on November 22, 2010, without interest;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On December 9, 2010, it approved the payment of interest on capital of R$ 144.7 (US$ 86.9), or R$ 0.1954 per share, for the fourth quarter of
2010, subject to withholding tax of 15%. Payment to start on January 14, 2011, without interest;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Brazilian companies are permitted to pay interest on own capital to shareholders based on shareholders equity, and treat such
payments as a tax deductible expense for Brazilian income and social contribution tax purposes. Pursuant to the tax legislation, the interest on own capital of R$ 200,983 was recorded as financial expense. 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.

The Company reclassified the
amount of US$ 27.2 to shareholders equity in respect of interest on own capital in excess of the minimum mandatory dividends of 25% not yet approved by the Shareholders General Meeting.



F-58



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|(d) | Proposed dividends
|--- | ------------------

The
determination of the annual dividends, subject to the approval of the shareholders at the Annual General Meeting, is presented in Reais as Brazilian Corporate Law establishes that all dividends are determined and paid based on Reais amounts in the
legal books, is shown below:



|                                                                  |  |            |       |   |            |  |       |  
|----------------------------------------------------------------- |  | ---------- | ----- | - | ---------- |  | ----- | -
|In millions of Brazilian reais                                    |  |            |       |   |            | 
|                                                                  |  | 12.31.2010 |       |   | 12.31.2009 | 
|Net income for parent company in IFRS                             |  |            | 573.6 |   |            |  | 912.1 |  
|IFRS adjustments                                                  |  |            |      |   |            |  | (21.7 | )
|                                                                  |  |            |       |   |            |  |       |  
|Net income for parent company under BR GAAP (Previous GAAP)       |  |            | 573.6 |   |            |  | 890.4 |  
|                                                                  |  |           
|Investment subsidy                                                |  |            | (15.3 | ) |            |  | (13.5 | )
|Legal reserve                                                     |  |            | (28.7 | ) |            |  | (44.5 | )
|                                                                  |  |            |       |   |            |  |       |  
|                                                                  |  |            | 529.6 |   |            |  | 832.4 |  
|                                                                  |  |            |       |   |            |  |       |  
|Minimum mandatory dividend (25%)                                  |  |            | 132.4 |   |            |  | 208.1 |  
|                                                                  |  |            |       |   |            |  |       |  
|                                                                  |  |           
|Interest on own capital, net of tax                               |  |            | 176.9 |   |            |  | 152.9 |  
|Proposed dividends - complement                                   |  |            |      |   |            |  | 55.2  |  
|Interest on own capital - excedent minimum mandatory dividend (i) |  |            | (45.2 | ) |            |  |      |  
|                                                                  |  |            |       |   |            |  |       |  
|Total shareholder remuneration                                    |  |            | 131.7 |   |            |  | 208.1 |  
|                                                                  |  |           
|Payments of the year                                              |  |            | (49.6 | ) |            |  |      |  
|                                                                  |  |            |       |   |            |  |       |  
|Total shareholder remuneration of open period                     |  |            | 82.1  |   |            |  | 208.1 |  
|                                                                  |  |            |      |   |            |  |      |  
|                                                                  |  |           
|Total shareholders remuneration of previous period                |  |            | 0.2   |   |            |  | 0.2   |  
|                                                                  |  |            |       |   |            |  |       |  
|Total shareholders remuneration - In millions of Brazilian reais  |  |            | 82.3  |   |            |  | 208.3 |  
|                                                                  |  |            |       |   |            |  |       |  
|Total shareholders remuneration - In millions of US$              |  |            | 49.4  |   |            |  | 119.6 |  
|                                                                  |  |            |       |   |            |  |       |  



| | (i) | The excess amount is reclassified from current liabilities to the account additional dividends proposed in the revenue reserve in shareholders equity.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------



|(e) | Statutory reserve
|--- | -----------------

The
statutory reserve is recorded annually as an appropriation of 5% of the net income for the year. The reserve may not exceed 20% of capital, or 30% of capital and capital reserves.



|(f) | Investment subsidy reserve
|--- | --------------------------

This reserve is determined in accordance with the terms of article 195-A of Brazilian Corporate Law (as amended by Law 11,638, of 2007),
and corresponds to the appropriation of part of the retained earnings derived from government subsidies received for investments in research and development by the Company.

These subsidies are not included in the calculation of the minimum mandatory dividends.



F-59



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|(g) | Investment and working capital reserve
|--- | --------------------------------------

The purpose of this reserve is to: (i) shield funds for investments in property, plant and equipment, without detriment to retained earnings, pursuant to art. 196 of Law 6.404/76; and
(ii) shield funds for the Companys working capital. The reserve may also be used to redeem, reimburse or purchase shares of the Company and to be distributed to the shareholders.



|(h) | Treasury shares
|--- | ---------------

Treasury
shares are comprised of 16,800,000 common shares mainly acquired on April 4, 2008, amounting to US$183.7, charged to the Investment and working capital reserve. This transaction was carried out in accordance with the guidelines approved by the
Board of Directors in a meeting held on December 7, 2007. The shares purchased will be held in Treasury during which time their voting and economic rights will be suspended.

At December 31, 2010, the fair value of the treasury shares was US$ 119.0 (2009 - US$ 91.8 and January 1, 2009 - US$ 63.3).



|(i) | Other Comprehensive Income
|--- | --------------------------



| |  |  | Cumulative translation adjustment - refer to the foreign exchange differences resulting from translation of the financial statements of the foreign
subsidiaries to the Parent Companys presentation currency (U.S. dollar).
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Actuarial gains (losses) - These refer to unrealized actuarial gains (losses) resulting from the healthcare plans sponsored by the Company.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------



|29. | Stock Compensation
|--- | ------------------

The
Extraordinary General Meeting of April 19, 2010 approved the Stock option grant program offered to directors and employees of the Company and its subsidiaries, who have been employed for at least two years. These options generally vest as
follows: 20% after the first year, 30% after the second year and the remaining 50% after the third year, if the professional is still employed with the Company on each vesting date.

The exercise price of each option is established on the grant date at the weighted average of the shares quoted in the last 60 trading
sessions, and may be adjusted by up to 30% to eliminate the effects of any speculative trading. Participants will have a maximum of five years in which to exercise the option, as from the grant date. On April 30, 2010, call options were granted
for 6,510,000 shares, with an exercise price of R$ 10.19 per share.

The fair value attributed to these options was based
on the Black-Scholes pricing model, whereby the value of each option was calculated at R$ 1.77 (US$ 1.02) for the portion that may be exercised as from the end of the first year, R$ 2.74 (US$ 1.58) for the portion that may be exercised as from the
end of the second year and R$ 3.44 (US$ 1.99) for the portion that may be exercised as from the end of the third year. This model takes into consideration the value of the underlying asset, the exercise price, time remaining before exercising,
probability of the option being exercised historical volatility based on daily closing price of the shares over the last six month and the weighted interest rate for the period of each lots based on the DI rate published by BM&F. The vesting
period was determined in accordance with a management decision and considers the end of the grace period as the basis for calculation. Accordingly, the options were calculated with specific exercise timeframes of one year, two years and three years
as the options are expected to be exercised at the end of each grace period.



F-60



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|                                   |  |                     |       |  |                                   |  |       | 
|---------------------------------- |  | ------------------- | ----- |  | --------------------------------- |  | ----- | 
|                                   |  | 12.31.2010          |      
|                                   |  | Thousandsof Options |       |  | WeightedAverageExercisePrice (R$) | 
|Outstanding at beginning of year   |  |                     |      |  |                                   |  |      | 
|Grants                             |  |                     | 6,510 |  |                                   |  | 10.19 | 
|Exercisable at the end of the year |  |                     | 6,510 |  |                                   |  | 10.19 | 



|30. | Earnings per Share
|--- | ------------------



|(a) | Basic
|--- | -----

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 during the period.



|                                                 |  |            |         |  |            |  |         | 
|------------------------------------------------ |  | ---------- | ------- |  | ---------- |  | ------- | 
|                                                 |  | 12.31.2010 |         |  | 12.31.2009 | 
|                                                 |  |           
|Net income attributable to owners of Embraer     |  |            | 330.2   |  |            |  | 465.2   | 
|                                                 |  |           
|Weighted average number of shares (in thousands) |  |            | 723,665 |  |            |  | 723,665 | 
|                                                 |  |           
|Basic earnings per share - U.S. dollars          |  |            | 0.4563  |  |            |  | 0.6428  | 



|(b) | Diluted
|--- | -------

Diluted earnings
per share is computed in a manner similar 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, by applying the treasury stock method.



|                                                              |  |            |         |  |            |  |         | 
|------------------------------------------------------------- |  | ---------- | ------- |  | ---------- |  | ------- | 
|                                                              |  | 12.31.2010 |         |  | 12.31.2009 | 
|                                                              |  |           
|Net income attributable to owners of Embraer                  |  |            | 330.2   |  |            |  | 465.2   | 
|                                                              |  |           
|Weighted average number of shares (in thousands) - diluted    |  |            | 723,665 |  |            |  | 723,665 | 
|Dilution for the issuance of stock options (in thousands) (i) |  |            | 354     |  |            |  |        | 
|                                                              |  |           
|Weighted average number of shares (in thousands) - diluted    |  |            | 724,019 |  |            |  | 723,665 | 
|                                                              |  |           
|Diluted earnings per share - U.S. dollars                     |  |            | 0.4562  |  |            |  | 0.6428  | 



| | (i) | Refers to the effect of potentially dilutive shares for the year ended December 31, 2010. There are no potentially dilutive shares for the year ended for
December 31, 2009.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|31. | Employee Profit Sharing-Plan
|--- | ----------------------------

The Company provides an employee profit sharing plan which was approved by the Board of Directors in April 1996, as amended in December 2008, giving the employee profit sharing to their employees, which
is linked to a plan of action, the object of evaluation results and the achievement of specific goals, which are established and agreed at the beginning of each year. Up to the year ended December 31, 2009, the profit sharing was equivalent to
12.5% of net income for the year, determined in accordance with U.S. GAAP. For the year ended December 31, 2010, with the IFRS adoption in Brazil, the net income determined in accordance with IFRS and presented in reais became the basis for the
profit sharing.



F-61



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





Of this amount, 30% is distributed in equal parts to all employees and 70% proportional to salary. The Company recorded of US$ 41.3 and US$ 33.7 in 2010 and 2009.



|32. | Other Operating (Expense) Income, Net
|--- | -------------------------------------



|                                               |  |            |       |   |            |  |        |  
|---------------------------------------------- |  | ---------- | ----- | - | ---------- |  | ------ | -
|                                               |  | 12.31.2010 |       |   | 12.31.2009 | 
|Financial Guarantee (i)                        |  |            |      |   |            |  | (103.0 | )
|Restructuring expenses (ii)                    |  |            |      |   |            |  | (61.3  | )
|Contractual fines (iii)                        |  |            | 21.9  |   |            |  | 60.4   |  
|Aircraft maintenance and flights costs - fleet |  |            | (22.9 | ) |            |  | (26.2  | )
|Recovery of expenses                           |  |            | 8.0   |   |            |  | 8.0    |  
|Taxes on other revenues                        |  |            | 0.5   |   |            |  | (7.5   | )
|Royalties                                      |  |            | 6.8   |   |            |  | 5.7    |  
|Product modifications                          |  |            | (4.8  | ) |            |  | (4.9   | )
|Other sales                                    |  |            | 6.3   |   |            |  | 3.9    |  
|Expenses system project                        |  |            | (7.3  | ) |            |  | (3.6   | )
|Flight safety standards                        |  |            | (3.5  | ) |            |  | (2.9   | )
|Others                                         |  |            | 4.4   |   |            |  | (7.1   | )
|                                               |  |            |       |   |            |  |        |  
|                                               |  |           
|                                               |  |            | 9.4   |   |            |  | (138.5 | )
|                                               |  |            |       |   |            |  |        |  



| | (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.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | Termination costs totaling US$ 61.3 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) | Largely comprises fines charged to customers for cancellation of sales agreements, in accordance with the contracts.
| | ----- | --------------------------------------------------------------------------------------------------------------------



F-62



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|33. | Revenue and (Expenses) by Nature
|--- | --------------------------------

The Company opted to present the statements of income by function. The table shows the detailed costs and expenses by nature:



|                                   |  |            |          |   |            |  |          |  
|---------------------------------- |  | ---------- | -------- | - | ---------- |  | -------- | -
|                                   |  | 12.31.2010 |          |   | 12.31.2009 | 
|Presented as statements of Income: |  |            |          |   |            |  |          |  
|Revenue                            |  |            | 5,364.1  |   |            |  | 5,497.8  |  
|Cost of sales and services         |  |            | (4,338.1 | ) |            |  | (4,428.4 | )
|Administratives                    |  |            | (197.5   | ) |            |  | (191.3   | )
|Selling                            |  |            | (374.1   | ) |            |  | (304.6   | )
|Research                           |  |            | (72.1    | ) |            |  | (55.6    | )
|Other income (expenses), net       |  |            | 9.4      |   |            |  | (138.5   | )
|                                   |  |            |          |   |            |  |          |  
|                                   |  |            | 391.7    |   |            |  | 379.4    |  
|                                   |  |            |          |   |            |  |          |  
|                                   |  |           
|Revenue (expenses) by nature:      |  |            |          |   |            |  |          |  
|Revenue from sales of goods        |  |            | 4,977.0  |   |            |  | 5,190.3  |  
|Revenue from sales of services     |  |            | 448.6    |   |            |  | 372.7    |  
|Sales deductions                   |  |            | (61.5    | ) |            |  | (65.2    | )
|Cost attributed to the product     |  |            | (4,118.9 | ) |            |  | (4,197.1 | )
|Depreciation                       |  |            | (103.0   | ) |            |  | (115.2   | )
|Amortization                       |  |            | (116.2   | ) |            |  | (114.1   | )
|Personnel expenses                 |  |            | (282.8   | ) |            |  | (251.7   | )
|Selling expenses                   |  |            | (99.8    | ) |            |  | (86.8    | )
|Other operating (expense) income   |  |            | (251.7   | ) |            |  | (353.5   | )
|                                   |  |            |          |   |            |  |          |  
|                                   |  |            | 391.7    |   |            |  | 379.4    |  
|                                   |  |            |          |   |            |  |          |  



|34. | Financial Income (Expense), Net
|--- | -------------------------------



|                                                           |  |            |        |   |            |  |        |  
|---------------------------------------------------------- |  | ---------- | ------ | - | ---------- |  | ------ | -
|                                                           |  | 12.31.2010 |        |   | 12.31.2009 | 
|Financial expenses:                                        |  |            |        |   |            |  |        |  
|Interest on loans and financing                            |  |            | (90.3  | ) |            |  | (117.1 | )
|Interest on taxes, social charges and contributions        |  |            | (11.4  | ) |            |  | (9.5   | )
|Residual value guarantee                                   |  |            | (2.7   | ) |            |  |       |  
|Financial restructuring costs                              |  |            | (8.4   | ) |            |  |       |  
|IOF tax on financial transactions                          |  |            | (1.6   | ) |            |  | (2.9   | )
|Other                                                      |  |            | (8.4   | ) |            |  | (12.9  | )
|                                                           |  |            |        |   |            |  |        |  
|Total financial expenses                                   |  |            | (122.8 | ) |            |  | (142.4 | )
|                                                           |  |            |        |   |            |  |        |  
|                                                           |  |           
|Financial income:                                          |  |            |        |   |            |  |        |  
|Interest on cash and cash equivalents and financial assets |  |            | 115.5  |   |            |  | 98.5   |  
|Interest on receivables                                    |  |            | 23.6   |   |            |  | 47.0   |  
|Residual value guarantee                                   |  |            |       |   |            |  | 1.1    |  
|Gains on financial transactions                            |  |            | 0.7    |   |            |  | 0.8    |  
|Other                                                      |  |            | 0.5    |   |            |  | 5.2    |  
|                                                           |  |            |        |   |            |  |        |  
|Total financial income                                     |  |            | 140.3  |   |            |  | 152.6  |  
|                                                           |  |            |        |   |            |  |        |  
|Financial income (expense), net                            |  |            | 17.5   |   |            |  | 10.2   |  
|                                                           |  |            |        |   |            |  |        |  



F-63



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|35. | Foreign Exchange Gains (Losses), Net
|--- | ------------------------------------

Foreign exchange gains and losses result from the remeasurement to U.S. dollars, as follows:

|                                               |  |            |       |   |            |  |        |  
|---------------------------------------------- |  | ---------- | ----- | - | ---------- |  | ------ | -
|                                               |  | 12.31.2010 |       |   | 12.31.2009 | 
|Monetary and foreign exchange variations       |  |            |       |   |            |  |        |  
|Income:                                        |  |            |       |   |            |  |        |  
|Trade accounts receivable                      |  |            | 11.3  |   |            |  | 35.3   |  
|Advances to suppliers                          |  |            | (0.9  | ) |            |  | (0.3   | )
|Cash and cash equivalents and financial assets |  |            | 27.5  |   |            |  | 240.8  |  
|Tax credits                                    |  |            | (7.5  | ) |            |  | 27.6   |  
|Other                                          |  |            | 30.0  |   |            |  | 18.0   |  
|                                               |  |            |       |   |            |  |        |  
|                                               |  |            | 60.4  |   |            |  | 321.4  |  
|                                               |  |            |       |   |            |  |        |  
|Expenses:                                      |  |            |       |   |            |  |        |  
|Advances from customers                        |  |            | (11.3 | ) |            |  | (28.7  | )
|Loans and financing                            |  |            | (7.4  | ) |            |  | (220.1 | )
|Suppliers                                      |  |            | (0.8  | ) |            |  | (5.5   | )
|Accounts payable                               |  |            | (4.4  | ) |            |  | (6.8   | )
|Taxes and charges payable                      |  |            | (29.8 | ) |            |  | (97.0  | )
|Provisions                                     |  |            | (8.9  | ) |            |  | (36.5  | )
|Provisions for Contingencies                   |  |            | (3.6  | ) |            |  | (2.8   | )
|Other                                          |  |            | (1.7  | ) |            |  | (6.2   | )
|                                               |  |            |       |   |            |  |        |  
|                                               |  |            | (67.9 | ) |            |  | (403.6 | )
|                                               |  |            |       |   |            |  |        |  
|Net monetary and foreign exchange variations   |  |            | (7.5  | ) |            |  | (82.2  | )
|                                               |  |            |       |   |            |  |        |  
|                                               |  |           
|Derivative instruments                         |  |            | 6.4   |   |            |  | 13.4   |  
|                                               |  |            |       |   |            |  |        |  
|Foreign exchange gain (loss), net              |  |            | (1.1  | ) |            |  | (68.8  | )
|                                               |  |            |       |   |            |  |        |  



|36. | Income Taxes
|--- | ------------



|a) | Deferred taxes
|-- | --------------

As the
tax basis for the majority of the Companys assets and liabilities is recorded in historical Reais and the accounting basis in U.S. dollars (functional currency), the fluctuation in the exchange rate significantly impact the tax basis and as a
consequence the deferred income tax expenses that was recorded in financial statements. (item c).

Based on
expectation of taxable income, the Company recorded a deferred tax assets represented by tax loss carryforwards.

As for
credits relating to temporary differences on non-deductible provisions, represented by labor contingencies, provisions and disputed taxes will be realized as such proceedings are concluded.

The net deferred tax assets are presented in the financial statements as follows:



|                                       |  |            |       |   |            |  |       |            |  |  |       |  
|-------------------------------------- |  | ---------- | ----- | - | ---------- |  | ----- | ---------- |  |  | ----- | -
|                                       |  | 12.31.2010 |       |   | 12.31.2010 |  |       | 01.01.2009 | 
|                                       |  |            |      
|Deferred tax assets                    |  |            | 139.1 |   |            |  | 171.7 |            |  |  | 10.9  |  
|Deferred tax liabilities               |  |            | (11.4 | ) |            |  | (16.2 | )          |  |  | (36.5 | )
|                                       |  |            |       |   |            |  |       |            |  |  |       |  
|Deferred tax assets (liabilities), net |  |            | 127.7 |   |            |  | 155.5 |            |  |  | (25.6 | )
|                                       |  |            |       |   |            |  |       |            |  |  |       |  



F-64



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





The components of deferred tax assets and liabilities at December 31, 2010 and 2009
and January 1, 2009 are as follows:

|                                                                      |  |            |        |   |            |  |        |            |  |  |        |  
|--------------------------------------------------------------------- |  | ---------- | ------ | - | ---------- |  | ------ | ---------- |  |  | ------ | -
|                                                                      |  | 12.31.2010 |        |   | 12.31.2009 |  |        | 01.01.2009 | 
|                                                                      |  |            |       
|Tax loss carryforwards                                                |  |            | 19.4   |   |            |  | 14.2   |            |  |  | 20.4   |  
|Social contribution negative basis                                    |  |            | 1.3    |   |            |  | 1.6    |            |  |  | 1.4    |  
|Unrecognized credits                                                  |  |            | (15.0  | ) |            |  | (5.4   | )          |  |  | (2.2   | )
|Temporarily non-deductible provisions                                 |  |            | 389.5  |   |            |  | 362.8  |            |  |  | 313.7  |  
|Difference from tax basis and accounting basis of non-monetary assets |  |            | 168.3  |   |            |  | 170.8  |            |  |  | (119.7 | )
|Effect of IFRS adjustments                                            |  |            | 41.5   |   |            |  | 43.9   |            |  |  | 49.5   |  
|Research and development tax incentives                               |  |            | (382.4 | ) |            |  | (353.4 | )          |  |  | (234.5 | )
|Property, plant and equipment revaluation                             |  |            | (7.8   | ) |            |  | (7.8   | )          |  |  | (6.1   | )
|Monetary restatement reserve                                          |  |            | (2.2   | ) |            |  | (2.3   | )          |  |  | (1.9   | )
|Translation effects                                                   |  |            | (6.1   | ) |            |  | (9.3   | )          |  |  | (5.8   | )
|Law 11,638/07 adjustments                                             |  |            | (26.3  | ) |            |  | (19.1  | )          |  |  | (13.6  | )
|Others                                                                |  |            | (52.5  | ) |            |  | (40.5  | )          |  |  | (26.8  | )
|                                                                      |  |            |        |   |            |  |        |            |  |  |        |  
|Deferred tax assets (liabilities), net                                |  |            | 127.7  |   |            |  | 155.5  |            |  |  | (25.6  | )
|                                                                      |  |            |        |   |            |  |        |            |  |  |        |  

The change of deferred income tax that affected the financial statements was as follows:



|                                                                      |  |                            |        |   |                           |  |       |       |  |  |        |  
|--------------------------------------------------------------------- |  | -------------------------- | ------ | - | ------------------------- |  | ----- | ----- |  |  | ------ | -
|                                                                      |  | From
thestatement ofincome |        |   | Othercomprehensive
income |  |       | Total | 
|                                                                      |  |                           
|                                                                      |  |                           
|                                                                      |  |                            |       
|At January 1, 2009                                                    |  |                            | (19.6  | ) |                           |  | (6.0  | )     |  |  | (25.6  | )
|                                                                      |  |                            |        |   |                           |  |       |       |  |  |        |  
|                                                                      |  |                            |       
|Tax loss carryforwards                                                |  |                            | (6.2   | ) |                           |  |      |       |  |  | (6.2   | )
|Social contribution negative basis                                    |  |                            | 0.2    |   |                           |  |      |       |  |  | 0.2    |  
|Unrecognized credits                                                  |  |                            | (3.2   | ) |                           |  |      |       |  |  | (3.2   | )
|Temporarily non-deductible provisions                                 |  |                            | 49.1   |   |                           |  |      |       |  |  | 49.1   |  
|Difference from tax basis and accounting basis of non-monetary assets |  |                            | 290.4  |   |                           |  |      |       |  |  | 290.4  |  
|Effect of IFRS adjustments                                            |  |                            | (5.6   | ) |                           |  |      |       |  |  | (5.6   | )
|Research and development tax incentives                               |  |                            | (118.9 | ) |                           |  |      |       |  |  | (118.9 | )
|Property, plant and equipment revaluation                             |  |                            |       |   |                           |  | (2.2  | )     |  |  | (2.2   | )
|Price index restatement reserve                                       |  |                            | (0.4   | ) |                           |  |      |       |  |  | (0.4   | )
|Translation effects                                                   |  |                            |       |   |                           |  | (3.5  | )     |  |  | (3.5   | )
|Law 11,638/07 adjustments                                             |  |                            | (5.5   | ) |                           |  |      |       |  |  | (5.5   | )
|Others                                                                |  |                            | (13.1  | ) |                           |  |      |       |  |  | (13.1  | )
|                                                                      |  |                            |       
|At December 31, 2009                                                  |  |                            | 167.2  |   |                           |  | (11.7 | )     |  |  | 155.5  |  
|                                                                      |  |                            |        |   |                           |  |       |       |  |  |        |  
|Tax loss carryforwards                                                |  |                            | 5.2    |   |                           |  |      |       |  |  | 5.2    |  
|Social contribution negative basis                                    |  |                            | (0.3   | ) |                           |  |      |       |  |  | (0.3   | )
|Unrecognized credits                                                  |  |                            | (9.6   | ) |                           |  |      |       |  |  | (9.6   | )
|Temporarily non-deductible provisions                                 |  |                            | 26.6   |   |                           |  |      |       |  |  | 26.6   |  
|Difference from tax basis and accounting basis of non-monetary assets |  |                            | (2.5   | ) |                           |  |      |       |  |  | (2.5   | )
|Effect of IFRS adjustments                                            |  |                            | (2.4   | ) |                           |  |      |       |  |  | (2.4   | )
|Research and development tax incentives                               |  |                            | (29.0  | ) |                           |  |      |       |  |  | (29.0  | )
|Property, plant and equipment revaluation                             |  |                            |       |   |                           |  | (2.3  | )     |  |  | (2.3   | )
|Price index restatement reserve                                       |  |                            | 0.1    |   |                           |  |      |       |  |  | 0.1    |  
|Translation effects                                                   |  |                            |       |   |                           |  | 3.2   |       |  |  | 3.2    |  
|Law 11,638/07 adjustments                                             |  |                            | (7.2   | ) |                           |  |      |       |  |  | (7.2   | )
|Others                                                                |  |                            | (9.6   | ) |                           |  |      |       |  |  | (9.6   | )
|                                                                      |  |                            |        |   |                           |  |       |       |  |  |        |  
|                                                                      |  |                            |       
|At December 31, 2010                                                  |  |                            | 138.5  |   |                           |  | (10.8 | )     |  |  | 127.7  |  
|                                                                      |  |                            |        |   |                           |  |       |       |  |  |        |  



F-65



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|b) | Composition of current and deferred tax
|-- | ---------------------------------------

Below is the composition of income (expense) of current and deferred taxes:

|                                                          |  |            |       |   |            |  |       |  
|--------------------------------------------------------- |  | ---------- | ----- | - | ---------- |  | ----- | -
|                                                          |  | 12.31.2010 |       |   | 12.31.2009 | 
|                                                          |  |           
|Recording of tax losses                                   |  |            | 4.0   |   |            |  | (6.0  | )
|Increase (decrease) in unrecognized credits               |  |            | (8.9  | ) |            |  | (2.5  | )
|                                                          |  |            |       |   |            |  |       |  
|Tax losses                                                |  |            | (4.9  | ) |            |  | (8.5  | )
|                                                          |  |           
|Effect of increase (decrease) in temporary differences    |  |            | (14.2 | ) |            |  | 206.4 |  
|Effect of differences from Law 6,404/76 to Law 11,638/07  |  |            | (7.2  | ) |            |  | (5.5  | )
|Effect of differences from Law 11,638/07 to IFRS          |  |            | (2.4  | ) |            |  | (5.6  | )
|                                                          |  |            |       |   |            |  |       |  
|                                                          |  |           
|Temporary differences                                     |  |            | (23.8 | ) |            |  | 195.3 |  
|                                                          |  |            |       |   |            |  |       |  
|Deferred income (expense) tax benefit                     |  |            | (28.7 | ) |            |  | 186.8 |  
|                                                          |  |            |       |   |            |  |       |  
|                                                          |  |           
|Tax benefit (expense) for the year                        |  |            | (34.0 | ) |            |  | (28.7 | )
|                                                          |  |            |       |   |            |  |       |  
|                                                          |  |           
|Total income tax and social contribution income (expense) |  |            |       |   |            |  |       |  
|                                                          |  |            | (62.7 | ) |            |  | 158.1 |  
|                                                          |  |            |       |   |            |  |       |  



|c) | Reconciliation of income tax expense
|-- | ------------------------------------

A reconciliation of the nominal tax expense based on the Brazilian composite statutory tax rate to the reported income tax expense to is as follows:



|                                                                        |  |            |        |   |            |  |        |  
|----------------------------------------------------------------------- |  | ---------- | ------ | - | ---------- |  | ------ | -
|                                                                        |  | 12.31.2010 |        |   | 12.31.2009 | 
|Profit before taxation                                                  |  |            |        |   |            |  |        |  
|                                                                        |  |            | 408.1  |   |            |  | 320.8  |  
|                                                                        |  |            |        |   |            |  |        |  
|                                                                        |  |           
|Income tax and social contribution expense at the standard rates - 34%  |  |            | (138.8 | ) |            |  | (109.1 | )
|                                                                        |  |            |        |   |            |  |        |  
|                                                                        |  |           
|Non-deductible expenses:                                                |  |            |        |   |            |  |        |  
|Tax on profits of overseas subsidiaries                                 |  |            | (0.8   | ) |            |  |       |  
|Other                                                                   |  |            | (14.7  | ) |            |  | (4.3   | )
|                                                                        |  |            |        |   |            |  |        |  
|                                                                        |  |            | (15.5  | ) |            |  | (4.3   | )
|                                                                        |  |            |        |   |            |  |        |  
|Income not taxable and/or tax incentives:                               |  |            |        |   |            |  |        |  
|Research and development tax incentives                                 |  |            | 63.4   |   |            |  | 59.7   |  
|Interest on own capital                                                 |  |            | 40.4   |   |            |  | 33.9   |  
|Difference from tax basis and accounting basis of non-monetary assets   |  |            | (2.5   | ) |            |  | 290.4  |  
|Translation effects                                                     |  |            | 0.2    |   |            |  | (121.9 | )
|Other                                                                   |  |            | (9.9   | ) |            |  | 9.4    |  
|                                                                        |  |            |        |   |            |  |        |  
|                                                                        |  |            | 91.6   |   |            |  | 271.5  |  
|                                                                        |  |            |        |   |            |  |        |  
|                                                                        |  |           
|Income tax and social contribution income (expense) benefit as reported |  |            | (62.7  | ) |            |  | 158.1  |  
|                                                                        |  |            |        |   |            |  |        |  

The effective tax rate was 15.36% and 49.28% in the year ended December 31, 2010 and 2009,
respectively. The expense of deferred income tax and social contribution generated in 2010 in comparison with the income generated in 2009 is largely due to the impact of the exchange variation on the tax base of non-monetary assets (inventories,
property, plant and equipment and intangible assets) unrealized at the year end. The effects of translation of the income derive mainly from the exchange variation on the tax base of non-monetary assets (inventories, property, plant and equipment
and intangible assets) realized during the year.



F-66



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|37. | Impairment test
|--- | ---------------

On
December 31, 2010 and 2009, the Company performed an evaluation of all its cash-generating units (CGUs). No evidence of indications of impairment was identified. For the impairment test, the CGUs included the intangible assets under development
and property, plant and equipment.

The recoverable amount of the CGUs was determined based on calculations of the value in
use. These calculations use cash flow projections before income tax, based on financial budgets approved by Management over a period of five years.

Key assumptions used for value in use calculations:

Gross margin-
Management determined budgeted gross margin based on past performance and expectations for market development. These margins also consider the efficiencies for the planned production cycle.

Growth rates- growth rates were reflected in the budgeted revenue stream for the Company, consistent with the forecasts included
in industry reports.

Discount rates- the discount rates used correspond to pre-tax rates and were based on
market rates considering the period of budgeted cash flow used by the Company, being 2.17% p.a. at December 31, 2010 and 2.98% p.a. at December 31, 2009.

No impairment losses for intangible assets or property, plant and equipment were recognized in 2010 and 2009.



|38. | Financial Guarantees
|--- | --------------------



|                      |  |                    |       |   |                                     |  |      |                         |  |  |       |   |  |  |       |  
|--------------------- |  | ------------------ | ----- | - | ----------------------------------- |  | ---- | ----------------------- |  |  | ----- | - |  |  | ----- | -
|                      |  | Financialguarantee |       |   | Financialguarantee ofresidual value |  |      | Additionalprovision (i) |  |  | Total |  
|                      |  |                    |       |  
|At January 01, 2009   |  |                    | 163.5 |   |                                     |  | 9.5  |                         |  |  |      |   |  |  | 173.0 |  
|Additions             |  |                    | 0.7   |   |                                     |  |     |                         |  |  | 103.0 |   |  |  | 103.7 |  
|Market value          |  |                    |      |   |                                     |  | (1.1 | )                       |  |  |      |   |  |  | (1.1  | )
|Guarantee recognition |  |                    | (18.5 | ) |                                     |  |     |                         |  |  |      |   |  |  | (18.5 | )
|                      |  |                    |       |   |                                     |  |      |                         |  |  |       |   |  |  |       |  
|                      |  |                    |       |  
|At December 31, 2009  |  |                    | 145.7 |   |                                     |  | 8.4  |                         |  |  | 103.0 |   |  |  | 257.1 |  
|                      |  |                    |       |   |                                     |  |      |                         |  |  |       |   |  |  |       |  
|Additions             |  |                    | 0.5   |   |                                     |  |     |                         |  |  |      |   |  |  | 0.5   |  
|Market value          |  |                    |      |   |                                     |  | 2.7  |                         |  |  |      |   |  |  | 2.7   |  
|Guarantee recognition |  |                    | (13.9 | ) |                                     |  |     |                         |  |  |      |   |  |  | (13.9 | )
|Payments              |  |                    |      |   |                                     |  |     |                         |  |  | (26.9 | ) |  |  | (26.9 | )
|                      |  |                    |       |   |                                     |  |      |                         |  |  |       |   |  |  |       |  
|                      |  |                    |       |  
|At December 31, 2010  |  |                    | 132.3 |   |                                     |  | 11.1 |                         |  |  | 76.1  |   |  |  | 219.5 |  
|                      |  |                    |       |   |                                     |  |      |                         |  |  |       |   |  |  |       |  



| | (i) | As of December 31, 2009, financial guarantee provided in connection with Mesa were fully accrued. In December 2009, due to the filing of MESA AirGroup Chapter 11,
the Company recorded a provision for covering losses with their financial guarantees obligations offered to the lender in respect of 36 aircraft ERJ145 already sold by the Company in possession of Mesa. In 2010, guarantees were exercised by the
lender and the Company made the required disbursements. The Company, based on their current best estimates, believes that the provision is sufficient to cover losses related to these financial guarantees.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-67



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|39. | Financial Instruments
|--- | ---------------------



|a) | Fair value of financial instruments
|-- | -----------------------------------

The fair value of the Companys financial assets and liabilities were determined using available market information and appropriate valuation methodologies. However, considerable judgment was
required in interpreting market data to produce the most adequate estimates of the fair value. Accordingly, the estimates presented below are not necessarily indicative of the amounts that might be realized in a current market exchange. The use of
different assumptions and/or methodologies could have a material effect on the estimated realizable values.

The following
methods were used to estimate the fair value of each category of financial instrument for which it is possible to estimate the fair value.

The book values of cash, cash equivalents, and commercial papers debt securities, accounts receivable and current liabilities are approximately the fair values. The fair value of securities held to
maturity is estimated by the discounted cash flow methodology. The fair value of noncurrent debts is based on the discounted value of their contractual cash flows. The discount rate used is based on the future market curve for the cash flow of each
liability.

The fair value of financial instruments is as follows:



|                                              |  |                 |         |  |            |  |         |                 |  |  |           |  |  |                 |         |  |           |  |         |  |  |  |         | 
|--------------------------------------------- |  | --------------- | ------- |  | ---------- |  | ------- | --------------- |  |  | --------- |  |  | --------------- | ------- |  | --------- |  | ------- |  |  |  | ------- | 
|                                              |  | 12.31.2010      |         |  | 12.31.2009 |  |         | 01.01.2009      | 
|                                              |  | CarryingAmounts |         |  | Fairvalue  |  |         | Carryingamounts |  |  | FairValue |  |  | Carryingamounts |         |  | FairValue | 
|                                              |  |                 |         |  |            | 
|Financial assets                              |  |                 |         |  |            |  |         |                 |  |  |           |  |  |                 |         |  |           |  |         |  |  |  |         | 
|Cash and cash equivalents                     |  |                 | 1,393.1 |  |            |  | 1,393.1 |                 |  |  | 1,592.4   |  |  |                 | 1,592.4 |  |           |  | 1,820.7 |  |  |  | 1,820.7 | 
|Financial assets                              |  |                 | 785.6   |  |            |  | 785.6   |                 |  |  | 978.7     |  |  |                 | 978.7   |  |           |  | 449.1   |  |  |  | 449.1   | 
|Trade accounts receivable, net                |  |                 | 349.3   |  |            |  | 349.3   |                 |  |  | 407.4     |  |  |                 | 407.4   |  |           |  | 454.7   |  |  |  | 454.7   | 
|Customer and commercial financing             |  |                 | 70.5    |  |            |  | 70.5    |                 |  |  | 52.7      |  |  |                 | 52.7    |  |           |  | 121.8   |  |  |  | 121.8   | 
|Collateralized accounts receivable            |  |                 | 538.2   |  |            |  | 538.2   |                 |  |  | 486.0     |  |  |                 | 486.0   |  |           |  | 478.6   |  |  |  | 478.6   | 
|Derivative financial instruments              |  |                 | 22.3    |  |            |  | 22.3    |                 |  |  | 24.6      |  |  |                 | 24.6    |  |           |  | 29.9    |  |  |  | 29.9    | 
|                                              |  |                 |         |  |            | 
|Financial liabilities                         |  |                 |         |  |            |  |         |                 |  |  |           |  |  |                 |         |  |           |  |         |  |  |  |         | 
|Loans and financing                           |  |                 | 1,434.8 |  |            |  | 1,485.2 |                 |  |  | 2,058.3   |  |  |                 | 2,332.9 |  |           |  | 1,839.8 |  |  |  | 1,697.1 | 
|Derivative financial instruments              |  |                 | 2.2     |  |            |  | 2.2     |                 |  |  | 4.6       |  |  |                 | 4.6     |  |           |  | 166.5   |  |  |  | 166.5   | 
|Financial guarantee of residual value         |  |                 | 11.1    |  |            |  | 11.1    |                 |  |  | 8.4       |  |  |                 | 8.4     |  |           |  | 9.5     |  |  |  | 9.5     | 
|Financial guarantee                           |  |                 | 132.3   |  |            |  | 132.3   |                 |  |  | 145.7     |  |  |                 | 145.7   |  |           |  | 163.5   |  |  |  | 163.5   | 
|Trade accounts payable and others liabilities |  |                 | 1,332.5 |  |            |  | 1,332.5 |                 |  |  | 1,236.9   |  |  |                 | 1,236.9 |  |           |  | 1,669.1 |  |  |  | 1,669.1 | 



|b) | 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.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(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
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-68



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





| | 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, 2010. 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.



|                                 |  |                                                             |       |  |                                            |  |       |                                         |  |  |       |  |  |  |       | 
|-------------------------------- |  | ----------------------------------------------------------- | ----- |  | ------------------------------------------ |  | ----- | --------------------------------------- |  |  | ----- |  |  |  | ----- | 
|                                 |  | Fair value measurements at December 31, 2010                |      
|                                 |  | Quoted prices inactive marketsfor identicalassets (level 1) |       |  | Significantotherobservableinputs (level 2) |  |       | Significantunobservableinputs (level 3) |  |  | Total | 
|                                 |  |                                                             |       | 
|Assets                           |  |                                                             |       |  |                                            |  |       |                                         |  |  |       |  |  |  |       | 
|Held for trading                 |  |                                                             | 402.0 |  |                                            |  | 219.2 |                                         |  |  | 103.4 |  |  |  | 724.6 | 
|Derivative financial instruments |  |                                                             |      |  |                                            |  | 22.3  |                                         |  |  |      |  |  |  | 22.3  | 
|                                 |  |                                                             |       | 
|Liabilities                      |  |                                                             |       |  |                                            |  |       |                                         |  |  |       |  |  |  |       | 
|Derivative financial instruments |  |                                                             |      |  |                                            |  | 2.2   |                                         |  |  |      |  |  |  | 2.2   | 



|                                 |  |                                                             |       |  |                                            |  |       |                                         |  |  |       |  |  |  |       | 
|-------------------------------- |  | ----------------------------------------------------------- | ----- |  | ------------------------------------------ |  | ----- | --------------------------------------- |  |  | ----- |  |  |  | ----- | 
|                                 |  | Fair value measurements at December 31, 2009                |      
|                                 |  | Quoted prices inactive marketsfor identicalassets (level 1) |       |  | Significantotherobservableinputs (level 2) |  |       | Significantunobservableinputs (level 3) |  |  | Total | 
|                                 |  |                                                             |       | 
|Assets                           |  |                                                             |       |  |                                            |  |       |                                         |  |  |       |  |  |  |       | 
|Held for trading                 |  |                                                             | 419.7 |  |                                            |  | 377.6 |                                         |  |  | 138.0 |  |  |  | 935.3 | 
|Derivative financial instruments |  |                                                             |      |  |                                            |  | 24.6  |                                         |  |  |      |  |  |  | 24.6  | 
|                                 |  |                                                             |       | 
|Liabilities                      |  |                                                             |       |  |                                            |  |       |                                         |  |  |       |  |  |  |       | 
|Derivative financial instruments |  |                                                             |      |  |                                            |  | 4.6   |                                         |  |  |      |  |  |  | 4.6   | 



|                                 |  |                                                             |       |  |                                            |  |       |                                         |  |  |       |  |  |  |       | 
|-------------------------------- |  | ----------------------------------------------------------- | ----- |  | ------------------------------------------ |  | ----- | --------------------------------------- |  |  | ----- |  |  |  | ----- | 
|                                 |  | Fair value measurements at January 1, 2009                  |      
|                                 |  | Quoted prices inactive marketsfor identicalassets (level 1) |       |  | Significantotherobservableinputs (level 2) |  |       | Significantunobservableinputs (level 3) |  |  | Total | 
|                                 |  |                                                             |       | 
|Assets                           |  |                                                             |       |  |                                            |  |       |                                         |  |  |       |  |  |  |       | 
|Held for trading                 |  |                                                             | 165.4 |  |                                            |  | 131.9 |                                         |  |  | 109.7 |  |  |  | 407.0 | 
|Derivative financial instruments |  |                                                             |      |  |                                            |  | 29.9  |                                         |  |  |      |  |  |  | 29.9  | 
|                                 |  |                                                             |       | 
|Liabilities                      |  |                                                             |       |  |                                            |  |       |                                         |  |  |       |  |  |  |       | 
|Derivative financial instruments |  |                                                             |      |  |                                            |  | 166.5 |                                         |  |  |      |  |  |  | 166.5 | 



F-69



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





The table below presents a reconciliation for the assets measured at fair value on a
recurring basis using significant unobservable inputs (Level 3):



|                            |  |                                                                                           |       |  
|--------------------------- |  | ----------------------------------------------------------------------------------------- | ----- | -
|                            |  | Fair value measurements usingsignificant unobservableinputs (level 3)
atDecember 31, 2010 |      
|                            | 
|Beginning balance           |  |                                                                                           | 138.0 |  
|Purchases (sales)           |  |                                                                                           | (37.3 | )
|Profits (losses) unrealized |  |                                                                                           | 2.7   |  
|                            |  |                                                                                           |       |  
|Ending balance              |  |                                                                                           | 103.4 |  
|                            |  |                                                                                           |       |  
|                            | 
|                            |  | Fair value measurements usingsignificant unobservableinputs (level 3) atDecember 31,
2009 |      
|                            | 
|Beginning balance           |  |                                                                                           | 109.7 |  
|Purchases (sales)           |  |                                                                                           | 25.5  |  
|Profits (losses) unrealized |  |                                                                                           | 2.8   |  
|                            |  |                                                                                           |       |  
|Ending balance              |  |                                                                                           | 138.0 |  
|                            |  |                                                                                           |       |  
|                            | 
|                            |  | Fair value measurements usingsignificant unobservableinputs (level 3)
atJanuary 01, 2009  |      
|                            | 
|Beginning balance           |  |                                                                                           |      |  
|Purchases (sales)           |  |                                                                                           | 120.0 |  
|Profits (losses) unrealized |  |                                                                                           | (10.3 | )
|                            |  |                                                                                           |       |  
|Ending balance              |  |                                                                                           | 109.7 |  
|                            |  |                                                                                           |       |  

Financial risk management policy

The Company has and follows a risk management policy to direct transactions, which involves the diversification of transactions and
counterparties. This policy provides for regular monitoring and management of the nature and general situation of the financial risks in order to assess the results and the financial impact on cash flows. The credit limits and risk rating of the
counterparties are also reviewed periodically.

The Companys risk management policy was established by the Executive
Board and submitted to the Board of Directors, and provides for the existence of a Financial Management Committee. Under this policy, the market risks are protected when there is no counterparty in the Companys operations and when it is
considered necessary to support the corporate strategy. The Companys internal control procedures provide for a consolidated monitoring and supervision of the financial results and of the impact on cash flows.

The Financial Management Committee assists the Financial Department in examining and reviewing information in relation to the economic
scenario and its potential impact on the Companys operations, including significant risk management policies, procedures and practices.

The financial risk management policy 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.



F-70



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|(a) | Capital risk management
|--- | -----------------------

The Company uses capital management to maintain adequate liquidity levels to ensure the continuity of its investment program and offer a
return to its shareholders, in line with the practices of the Aerospace sector, in which companies general have low levels of financial leverage.

The Company accordingly seeks to keep cash levels higher than the balance of financial indebtedness, and to maintain access to liquidity by establishing and maintaining a standby credit line, as described
in Note 20.

In the period ended December 31, 2010, the consolidated position of cash and cash equivalents exceeded the
Companys financial indebtedness by US$ 691.8 million (US$ 487.9 million in 2009) resulting, in liquid terms, in a leverage-free capital structure.

Of the total financial indebtedness at December 31, 2010, only 5.1% was short-term (28.8% in 2009) and the average weighted term was equivalent to 6.3 years at the same date ( 4.9 years in 2009). Own
capital accounted for 37.3% and 32.4% of the total liabilities at the end of 2010 and 2009, respectively.



|(b) | Credit risk
|--- | -----------

The Company
may incur losses on amounts receivable for sales of spare parts and services. To reduce this risk, customer credit analyses are made continuously. In relation to accounts receivable from aircraft sales, the Company may have credit risks until the
financing structure has been completed. To minimize this credit risk, the Company operates with financial institutions to facilitate structuring of the financing.

To cover possible losses on doubtful accounts, the Company has recorded a provision in an amount considered sufficient by management to cover losses on realization of the receivables.

The financial management policy establishes that assets in the investment portfolios in Brazil and overseas should have a minimum risk
classification in proportion to the investment grade, and also establishes a maximum exposure level of 15% of the shareholders equity of the issuing financial. Institution and, in the case of a non-financial institution, a maximum of 5% of the
total amount of the issue.

Counterparty risks in derivative transactions are managed by contracting transactions through
premier financial institutions and registration with the Clearing House for the Custody and Financial Settlement of Securities (CETIP).



|(c) | Liquidity risk
|--- | --------------

This is
the risk of the Company not having sufficient liquid funds to honor its financial commitments as a result of a mismatch of terms or volumes of estimated receipts and payments.

Assumptions for future disbursements and receipts are determined in order to manage cash liquidity in Reais and U.S. dollars, and these are monitored daily by the Treasury department.

The following table provides additional information related to contractual obligation and commercial commitments.



F-71



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|                               |  |       |         |  |                   |  |         |                   |  |  |                    |  |  |                     |       |  |  |  |         | 
|------------------------------ |  | ----- | ------- |  | ----------------- |  | ------- | ----------------- |  |  | ------------------ |  |  | ------------------- | ----- |  |  |  | ------- | 
|                               |  | Total |         |  | Less than oneyear |  |         | One to threeyears |  |  | Three to fiveyears |  |  | More than fiveyears |      
|                               |  |       |         |  |                  
|At December 31, 2010           |  |       |         |  |                   |  |         |                   |  |  |                    |  |  |                     |       |  |  |  |         | 
|Loans                          |  |       | 1,947.7 |  |                   |  | 131.8   |                   |  |  | 546.7              |  |  |                     | 136.1 |  |  |  | 1,133.1 | 
|Capital Lease                  |  |       | 4.3     |  |                   |  | 1.7     |                   |  |  | 2.6                |  |  |                     |      |  |  |  |        | 
|Suppliers                      |  |       | 750.2   |  |                   |  | 750.2   |                   |  |  |                   |  |  |                     |      |  |  |  |        | 
|Recourse and Non Recourse Debt |  |       | 470.2   |  |                   |  | 111.8   |                   |  |  | 219.0              |  |  |                     | 21.3  |  |  |  | 118.1   | 
|Financial Guarantees           |  |       | 219.5   |  |                   |  | 95.0    |                   |  |  | 36.7               |  |  |                     | 43.1  |  |  |  | 44.7    | 
|Other Liabilities              |  |       | 114.6   |  |                   |  | 20.8    |                   |  |  | 40.4               |  |  |                     | 23.8  |  |  |  | 29.6    | 
|                               |  |       |         |  |                   |  |         |                   |  |  |                    |  |  |                     |       |  |  |  |         | 
|Total                          |  |       | 3,506.5 |  |                   |  | 1,111.3 |                   |  |  | 845.4              |  |  |                     | 224.3 |  |  |  | 1,325.5 | 
|                               |  |       |         |  |                   |  |         |                   |  |  |                    |  |  |                     |       |  |  |  |         | 
|                               |  |       |         |  |                  
|At December 31, 2009           |  |       |         |  |                   |  |         |                   |  |  |                    |  |  |                     |       |  |  |  |         | 
|Loans                          |  |       | 2,575.0 |  |                   |  | 619.5   |                   |  |  | 676.2              |  |  |                     | 140.0 |  |  |  | 1,139.3 | 
|Capital Lease                  |  |       | 20.0    |  |                   |  | 5.2     |                   |  |  | 8.1                |  |  |                     | 5.8   |  |  |  | 0.9     | 
|Suppliers                      |  |       | 596.3   |  |                   |  | 596.3   |                   |  |  |                   |  |  |                     |      |  |  |  |        | 
|Recourse and Non Recourse Debt |  |       | 507.5   |  |                   |  | 135.9   |                   |  |  | 21.8               |  |  |                     | 222.7 |  |  |  | 127.1   | 
|Financial Guarantees           |  |       | 257.1   |  |                   |  | 120.5   |                   |  |  | 35.0               |  |  |                     | 42.0  |  |  |  | 59.6    | 
|Other Liabilities              |  |       | 1,031.7 |  |                   |  | 276.5   |                   |  |  | 327.2              |  |  |                     | 195.8 |  |  |  | 232.2   | 
|                               |  |       |         |  |                   |  |         |                   |  |  |                    |  |  |                     |       |  |  |  |         | 
|Total                          |  |       | 4,987.6 |  |                   |  | 1,753.9 |                   |  |  | 1,068.3            |  |  |                     | 606.3 |  |  |  | 1,559.1 | 
|                               |  |       |         |  |                   |  |         |                   |  |  |                    |  |  |                     |       |  |  |  |         | 
|                               |  |       |         |  |                  
|At January 01, 2009            |  |       |         |  |                   |  |         |                   |  |  |                    |  |  |                     |       |  |  |  |         | 
|Loans                          |  |       | 2,155.4 |  |                   |  | 590.8   |                   |  |  | 791.4              |  |  |                     | 226.5 |  |  |  | 546.6   | 
|Capital Lease                  |  |       | 19.6    |  |                   |  | 4.9     |                   |  |  | 7.4                |  |  |                     | 4.9   |  |  |  | 2.4     | 
|Suppliers                      |  |       | 1,072.4 |  |                   |  | 1,072.4 |                   |  |  |                   |  |  |                     |      |  |  |  |        | 
|Recourse and Non Recourse Debt |  |       | 504.6   |  |                   |  | 137.7   |                   |  |  | 17.1               |  |  |                     | 212.9 |  |  |  | 136.9   | 
|Financial Guarantees           |  |       | 173.0   |  |                   |  | 17.5    |                   |  |  | 35.1               |  |  |                     | 36.8  |  |  |  | 83.5    | 
|Other Liabilities              |  |       | 672.5   |  |                   |  | 253.1   |                   |  |  | 243.3              |  |  |                     | 112.5 |  |  |  | 63.7    | 
|                               |  |       |         |  |                   |  |         |                   |  |  |                    |  |  |                     |       |  |  |  |         | 
|Total                          |  |       | 4,597.4 |  |                   |  | 2,076.4 |                   |  |  | 1,094.3            |  |  |                     | 593.7 |  |  |  | 833.1   | 
|                               |  |       |         |  |                   |  |         |                   |  |  |                    |  |  |                     |       |  |  |  |         | 

The above table shows 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, 2010.



|(d) | Market risk
|--- | -----------



| | (i) | Interest rate risk
| | --- | ------------------

This risk
arises from the possibility that the Company might incur losses on account of interest rate fluctuations that increase the financial expense of loans and financing rose in the market or reduce the return on financial investments.

Financial investments - Company policy for managing the risk of fluctuations in interest rates on financial investments is to measure
market risk by the Value-At-Risk - VAR methodology, analyzing a variety of risk factors that might affect the return on the investments. The financial income determined in the period already reflects the effects of marking the assets in the
Brazilian and foreign investment portfolios to market.

Loans and financing - the Company uses derivative contracts to hedge
against the risk of fluctuations in interest rates on certain transactions, and also continuously monitors market interest rates to evaluate the potential need to contract new derivative transactions to protect against the risk of volatility in
these rates.



F-72



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





At December 31, 2010, the Companys consolidated financial assets and loans
and financing, without taking the effects of the current swap operations into account, are indexed as follows:



|                      |  |           |         |  |            |  |       |        |  |  |         |  |  |        |       |   |   |  |         |  |  |  |        |  
|--------------------- |  | --------- | ------- |  | ---------- |  | ----- | ------ |  |  | ------- |  |  | ------ | ----- | - | - |  | ------- |  |  |  | ------ | -
|                      |  | Pre-fixed |         |  | Post-fixed |  |       | Total  | 
|                      |  | Amount    |         |  | %          |  |       | Amount |  |  | %       |  |  | Amount |       |   | % | 
|Financial assets      |  |           | 642.3   |  |            |  | 30.33 | %      |  |  | 1,475.4 |  |  |        | 69.67 | % |   |  | 2,117.7 |  |  |  | 100.00 | %
|. In reais            |  |           |        |  |            |  | 0.00  | %      |  |  | 1,049.5 |  |  |        | 49.55 | % |   |  | 1,049.5 |  |  |  | 49.55  | %
|. In US dollars       |  |           | 554.6   |  |            |  | 26.19 | %      |  |  | 425.9   |  |  |        | 20.11 | % |   |  | 980.5   |  |  |  | 46.31  | %
|. In other currencies |  |           | 87.7    |  |            |  | 4.14  | %      |  |  |        |  |  |        | 0.00  | % |   |  | 87.7    |  |  |  | 4.14   | %
|                      |  |           |         |  |            | 
|Loans                 |  |           | 1,270.5 |  |            |  | 88.55 | %      |  |  | 164.3   |  |  |        | 11.45 | % |   |  | 1,434.8 |  |  |  | 100.00 | %
|. In reais            |  |           | 331.2   |  |            |  | 23.09 | %      |  |  | 69.3    |  |  |        | 4.83  | % |   |  | 400.5   |  |  |  | 27.91  | %
|. In US dollars       |  |           | 936.2   |  |            |  | 62.25 | %      |  |  | 88.0    |  |  |        | 6.13  | % |   |  | 1,024.2 |  |  |  | 71.38  | %
|. In other currencies |  |           | 3.1     |  |            |  | 0.22  | %      |  |  | 7.0     |  |  |        | 0.49  | % |   |  | 10.1    |  |  |  | 0.71   | %
|                      |  |           |         |  |            | 
|AFTER DERIVATIVES     |  |           |         |  |            |  |       |        |  |  |         |  |  |        |       |   |   |  |         |  |  |  |        |  
|                      |  |           |        
|                      |  | Pre-fixed |         |  | Post-fixed |  |       | Total  | 
|                      |  | Amount    |         |  | %          |  |       | Amount |  |  | %       |  |  | Amount |       |   | % | 
|Financial investments |  |           | 642.3   |  |            |  | 30.33 | %      |  |  | 1,475.4 |  |  |        | 69.67 | % |   |  | 2,117.7 |  |  |  | 100.00 | %
|. In reais            |  |           |        |  |            |  | 0.00  | %      |  |  | 1,049.5 |  |  |        | 49.55 | % |   |  | 1,049.5 |  |  |  | 49.55  | %
|. In US dollars       |  |           | 554.6   |  |            |  | 26.19 | %      |  |  | 425.9   |  |  |        | 20.11 | % |   |  | 980.5   |  |  |  | 46.31  | %
|. In other currencies |  |           | 87.7    |  |            |  | 4.14  | %      |  |  |        |  |  |        | 0.00  | % |   |  | 87.7    |  |  |  | 4.14   | %
|                      |  |           |         |  |            | 
|Loans                 |  |           | 1,276.7 |  |            |  | 88.99 | %      |  |  | 158.1   |  |  |        | 11.01 | % |   |  | 1,434.8 |  |  |  | 100.00 | %
|. In reais            |  |           | 331.2   |  |            |  | 23.09 | %      |  |  | 69.3    |  |  |        | 4.83  | % |   |  | 400.5   |  |  |  | 27.91  | %
|. In US dollars       |  |           | 942.4   |  |            |  | 65.68 | %      |  |  | 81.8    |  |  |        | 5.70  | % |   |  | 1,024.2 |  |  |  | 71.38  | %
|. In other currencies |  |           | 3.1     |  |            |  | 0.22  | %      |  |  | 7.0     |  |  |        | 0.49  | % |   |  | 10.1    |  |  |  | 0.71   | %



|                 |  |                           |         |  |                        |  |        |        |  |  |         |  |  |  |        |  
|---------------- |  | ------------------------- | ------- |  | ---------------------- |  | ------ | ------ |  |  | ------- |  |  |  | ------ | -
|                 |  | Without derivative effect |         |  | With derivative effect | 
|                 |  | Amount                    |         |  | %                      |  |        | Amount |  |  | %       | 
|Financial assets |  |                           | 1,475.4 |  |                        |  | 100.00 | %      |  |  | 1,475.4 |  |  |  | 100.00 | %
|. CDI            |  |                           | 1,049.5 |  |                        |  | 71.13  | %      |  |  | 1,049.5 |  |  |  | 71.13  | %
|. LIBOR          |  |                           | 425.9   |  |                        |  | 28.87  | %      |  |  | 425.9   |  |  |  | 28.87  | %
|                 |  |                           |         | 
|Loans            |  |                           | 164.3   |  |                        |  | 100.00 | %      |  |  | 158.1   |  |  |  | 100.00 | %
|. TJLP           |  |                           | 67.8    |  |                        |  | 41.26  | %      |  |  | 67.8    |  |  |  | 42.88  | %
|. LIBOR          |  |                           | 88.0    |  |                        |  | 53.56  | %      |  |  | 81.8    |  |  |  | 51.73  | %
|. CDI            |  |                           | 1.5     |  |                        |  | 0.91   | %      |  |  | 1.5     |  |  |  | 0.94   | %
|. Euro           |  |                           | 7.0     |  |                        |  | 4.28   | %      |  |  | 7.0     |  |  |  | 4.44   | %



| | (ii) | Foreign exchange rate risk
| | ---- | --------------------------

The
Company adopts the U.S. dollar as functional currency of its business.

Consequently, the Companys operations most
exposed to exchange variation risks are those denominated in Reais (labor costs, local expenses, financial investments and loans and financing denominated in Reais) as well as investments in subsidiaries in currencies other than the U.S. dollar.

Company policy for protection against foreign exchange risks is mainly based on seeking to maintain a balance between assets
and liabilities indexed in each currency and daily Management of foreign currency purchases and sales to ensure that, on realization of the transactions contracted, this natural hedge will actually occur.

Rights and obligations denominated in currencies other than the functional currency may require derivative transactions, such as
Non-Deliverable Forward (NDF) transactions, to balance the portion of the Companys rights and obligations denominated in Reais.



F-73



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





At December 31, 2010 and December 31, 2009, the Companys assets and
liabilities, denominated by currency, were as follows:



|                                                    |  |                                              |         |   |                                           |  |         |            |  |  |            |   |  |            |         |   |            |  |         |   |  |  |         |  
|--------------------------------------------------- |  | -------------------------------------------- | ------- | - | ----------------------------------------- |  | ------- | ---------- |  |  | ---------- | - |  | ---------- | ------- | - | ---------- |  | ------- | - |  |  | ------- | -
|                                                    |  | Without the effect ofderivative
transactions |         |   | With the effect ofderivative
transactions | 
|                                                    |  | 12.31.2010                                   |         |   | 12.31.2009                                |  |         | 01.01.2009 |  |  | 12.31.2010 |   |  | 12.31.2009 |         |   | 01.01.2009 | 
|Loans                                               |  |                                              |         |   |                                           |  |         |            |  |  |            |   |  |            |         |   |            |  |         |   |  |  |         |  
|Brazilian reais                                     |  |                                              | 400.5   |   |                                           |  | 719.1   |            |  |  | 629.1      |   |  |            | 400.5   |   |            |  | 719.1   |   |  |  | 629.1   |  
|U.S. dollars                                        |  |                                              | 1,024.2 |   |                                           |  | 1,301.9 |            |  |  | 1,142.1    |   |  |            | 1,024.2 |   |            |  | 1,301.9 |   |  |  | 1,142.1 |  
|Euro                                                |  |                                              | 10.1    |   |                                           |  | 37.3    |            |  |  | 46.5       |   |  |            | 10.1    |   |            |  | 37.3    |   |  |  | 46.5    |  
|Other currencies                                    |  |                                              |        |   |                                           |  |        |            |  |  | 22.1       |   |  |            |        |   |            |  |        |   |  |  | 22.1    |  
|                                                    |  |                                              |         |   |                                           |  |         |            |  |  |            |   |  |            |         |   |            |  |         |   |  |  |         |  
|                                                    |  |                                              | 1,434.8 |   |                                           |  | 2,058.3 |            |  |  | 1,839.8    |   |  |            | 1,434.8 |   |            |  | 2,058.3 |   |  |  | 1,839.8 |  
|                                                    |  |                                              |         |   |                                           |  |         |            |  |  |            |   |  |            |         |   |            |  |         |   |  |  |         |  
|Trade accounts payable                              |  |                                              |         |   |                                           |  |         |            |  |  |            |   |  |            |         |   |            |  |         |   |  |  |         |  
|Brazilian reais                                     |  |                                              | 38.2    |   |                                           |  | 24.8    |            |  |  | 31.5       |   |  |            | 38.2    |   |            |  | 24.8    |   |  |  | 31.5    |  
|U.S. dollars                                        |  |                                              | 668.0   |   |                                           |  | 536.6   |            |  |  | 999.8      |   |  |            | 668.0   |   |            |  | 536.6   |   |  |  | 999.8   |  
|Euro                                                |  |                                              | 41.4    |   |                                           |  | 29.0    |            |  |  | 39.1       |   |  |            | 41.4    |   |            |  | 29.0    |   |  |  | 39.1    |  
|Other currencies                                    |  |                                              | 2.6     |   |                                           |  | 5.9     |            |  |  | 2.0        |   |  |            | 2.6     |   |            |  | 5.9     |   |  |  | 2.0     |  
|                                                    |  |                                              |         |   |                                           |  |         |            |  |  |            |   |  |            |         |   |            |  |         |   |  |  |         |  
|                                                    |  |                                              | 750.2   |   |                                           |  | 596.3   |            |  |  | 1,072.4    |   |  |            | 750.2   |   |            |  | 596.3   |   |  |  | 1,072.4 |  
|                                                    |  |                                              |         |   |                                           |  |         |            |  |  |            |   |  |            |         |   |            |  |         |   |  |  |         |  
|Total (1)                                           |  |                                              | 2,185.0 |   |                                           |  | 2,654.6 |            |  |  | 2,912.2    |   |  |            | 2,185.0 |   |            |  | 2,654.6 |   |  |  | 2,912.2 |  
|                                                    |  |                                              |         |   |                                           |  |         |            |  |  |            |   |  |            |         |   |            |  |         |   |  |  |         |  
|                                                    |  |                                              |         |   |                                           | 
|Cash and cash equivalents and financial investments |  |                                              |         |   |                                           |  |         |            |  |  |            |   |  |            |         |   |            |  |         |   |  |  |         |  
|Brazilian reais                                     |  |                                              | 1,051.9 |   |                                           |  | 1,224.4 |            |  |  | 782.1      |   |  |            | 1,051.9 |   |            |  | 1,224.4 |   |  |  | 782.1   |  
|U.S. dollars                                        |  |                                              | 1,039.1 |   |                                           |  | 1,287.4 |            |  |  | 1,433.6    |   |  |            | 1,039.1 |   |            |  | 1,287.4 |   |  |  | 1,433.6 |  
|Euro                                                |  |                                              | 20.6    |   |                                           |  | 37.2    |            |  |  | 38.0       |   |  |            | 20.6    |   |            |  | 37.2    |   |  |  | 38.0    |  
|Other currencies                                    |  |                                              | 67.1    |   |                                           |  | 22.1    |            |  |  | 16.1       |   |  |            | 67.1    |   |            |  | 22.1    |   |  |  | 16.1    |  
|                                                    |  |                                              |         |   |                                           |  |         |            |  |  |            |   |  |            |         |   |            |  |         |   |  |  |         |  
|                                                    |  |                                              | 2,178.7 |   |                                           |  | 2,571.1 |            |  |  | 2,269.8    |   |  |            | 2,178.7 |   |            |  | 2,571.1 |   |  |  | 2,269.8 |  
|                                                    |  |                                              |         |   |                                           |  |         |            |  |  |            |   |  |            |         |   |            |  |         |   |  |  |         |  
|                                                    |  |                                              |         |   |                                           | 
|Trade accounts receivable:                          |  |                                              |         |   |                                           |  |         |            |  |  |            |   |  |            |         |   |            |  |         |   |  |  |         |  
|Brazilian reais                                     |  |                                              | 44.7    |   |                                           |  | 108.2   |            |  |  | 52.0       |   |  |            | 44.7    |   |            |  | 108.2   |   |  |  | 52.0    |  
|U.S. dollars                                        |  |                                              | 252.7   |   |                                           |  | 208.3   |            |  |  | 297.0      |   |  |            | 252.7   |   |            |  | 208.3   |   |  |  | 297.0   |  
|Euro                                                |  |                                              | 51.5    |   |                                           |  | 90.7    |            |  |  | 105.5      |   |  |            | 51.5    |   |            |  | 90.7    |   |  |  | 105.5   |  
|Other currencies                                    |  |                                              | 0.4     |   |                                           |  | 0.2     |            |  |  | 0.2        |   |  |            | 0.4     |   |            |  | 0.2     |   |  |  | 0.2     |  
|                                                    |  |                                              |         |   |                                           |  |         |            |  |  |            |   |  |            |         |   |            |  |         |   |  |  |         |  
|                                                    |  |                                              | 349.3   |   |                                           |  | 407.4   |            |  |  | 454.7      |   |  |            | 349.3   |   |            |  | 407.4   |   |  |  | 454.7   |  
|                                                    |  |                                              |         |   |                                           |  |         |            |  |  |            |   |  |            |         |   |            |  |         |   |  |  |         |  
|Total (2)                                           |  |                                              | 2,528.0 |   |                                           |  | 2,978.5 |            |  |  | 2,724.5    |   |  |            | 2,528.0 |   |            |  | 2,978.5 |   |  |  | 2,724.5 |  
|                                                    |  |                                              |         |   |                                           |  |         |            |  |  |            |   |  |            |         |   |            |  |         |   |  |  |         |  
|                                                    |  |                                              |         |   |                                           | 
|Net exposure (1 - 2):                               |  |                                              |         |   |                                           |  |         |            |  |  |            |   |  |            |         |   |            |  |         |   |  |  |         |  
|Brazilian reais                                     |  |                                              | (657.9  | ) |                                           |  | (588.7  | )          |  |  | (173.5     | ) |  |            | (657.9  | ) |            |  | (588.7  | ) |  |  | (173.5  | )
|U.S. dollars                                        |  |                                              | 400.4   |   |                                           |  | 342.8   |            |  |  | 411.3      |   |  |            | 400.4   |   |            |  | 342.8   |   |  |  | 411.3   |  
|Euro                                                |  |                                              | (20.6   | ) |                                           |  | (61.6   | )          |  |  | (57.9      | ) |  |            | (20.6   | ) |            |  | (61.6   | ) |  |  | (57.9   | )
|Other currencies                                    |  |                                              | (64.9   | ) |                                           |  | (16.4   | )          |  |  | 7.8        |   |  |            | (64.9   | ) |            |  | (16.4   | ) |  |  | 7.8     |  

The Company has other
financial assets and liabilities that are also subject to exchange variation, not included in the previous note; however, they are used to minimize exposure in the currencies reported.



| | (iii) | Derivatives
| | ----- | -----------

The Company uses
derivatives to protect its operations against the risk of fluctuations in foreign exchange and interest rates; they are not used for speculative purposes.

Gains and losses on derivative transactions are recorded monthly in income, taking into account the realizable value of these instruments. The provision for unearned gains and losses is recorded in the
balance sheet under Derivative Financial Instruments, and the contra item under foreing exchange gain (loss), net.

Swap
contracts

These are contracted with the main objective of exchanging the debt at floating rates for fixed interest rates,
and exchanging U.S. dollars for Reais or vice-versa, as applicable. At December 31, 2010, the Company had no contracts subject to margin calls.

At December 31, 2010, the Company had swap contracts by which it effectively converted liabilities of US$ 168.8 with and without recourse from a fixed interest rate of 5.98% p.a. to a floating rate
of LIBOR plus 1.21% p.a., and through a subsidiary has hired a swap transaction in the amount of US$ 6.2 converting financing transactions subject to floating interest rate of LIBOR + 1 month plus 2.44% p.a. at fixed rates of 5.23% p.a., as shown
below:



F-74



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





The following table provides additional information related to the Swap contracts.



|                                          |  |      |        |  |                  |  |     |                 |       |  |                               |                    |  |                        |       |                      |  |                       |                      |  |       |                      |  |  |                      |   |  |  |      |   |  |  |      |  
|----------------------------------------- |  | ---- | ------ |  | ---------------- |  | --- | --------------- | ----- |  | ----------------------------- | ------------------ |  | ---------------------- | ----- | -------------------- |  | --------------------- | -------------------- |  | ----- | -------------------- |  |  | -------------------- | - |  |  | ---- | - |  |  | ---- | -
|                                          |  |      |        |  |                  |  |     |                 |       |  |                               |                    |  |                        |       | Gain (loss)          |  |                       | Gain (loss)          | 
|Underlyingtransactions                    |  | Type |        |  | Originalcurrency |  |     | Presentcurrency |       |  | Notional amount(in thousands) |                    |  | Average rateagreed - % |       | Book value12.31.2010 |  |                       | Fair value12.31.2010 |  |       | Book value12.31.2009 |  |  | Fair value12.31.2009 |  
|Recourse and non-recourse debt            |  |      |        |  |                  |  |     |                 |       |  |                               |                    |  |                        |       |                      |  |                       |                      |  |       |                      |  |  |                      |   |  |  |      |   |  |  |      |  
|Company asset                             |  |      | Swap |  |                  |  | US$ |                 |       |  | US$                           |                    |  |                        | 281.3 |                      |  | 5.97% p.a.            |                      |  | 20.9  |                      |  |  | 20.9                 |   |  |  | 14.5 |   |  |  | 14.5 |  
|Company liability                         |  |      | Swap |  |                  |  |     |                 | 281.3 |  |                               | Libor + 1.21% p.a. |  |                        |       |                     
|Counterparty                              |  |      |        |  |                  |  |     |                 |       |  |                               |                    |  |                        |       |                      |  |                       |                      |  |       |                      |  |  |                      |   |  |  |      |   |  |  |      |  
|Natixis                                   |  |      |        |  |                  |  |     |                 |       |  |                               |                    |  |                        |       |                      |  |                       |                      |  | 20.9  |                      |  |  | 20.9                 |   |  |  | 14.5 |   |  |  | 14.5 |  
|                                          |  |      |        |  |                  |  |     |                 |       |  |                               |                    |  |                        |       |                      |  |                       |                      |  |       |                      |  |  |                      |   |  |  |      |   |  |  |      |  
|Export financing                          |  |      |        |  |                  |  |     |                 |       |  |                               |                    |  |                        |       |                      |  |                       |                      |  |       |                      |  |  |                      |   |  |  |      |   |  |  |      |  
|Company asset                             |  |      | Swap |  |                  |  | R$  |                 |       |  | R$                            |                    |  |                        | 104.0 |                      |  | 4.50% p.a.            |                      |  |      |                      |  |  |                     |   |  |  | (0.5 | ) |  |  | (0.5 | )
|Company liability                         |  |      | Swap |  |                  |  |     |                 | 104.0 |  |                               | 42.33% CDI p.a.    |  |                        |       |                     
|Counterparty                              |  |      |        |  |                  |  |     |                 |       |  |                               |                    |  |                        |       |                      |  |                       |                      |  |       |                      |  |  |                      |   |  |  |      |   |  |  |      |  
|ItauBBA                                   |  |      |        |  |                  |  |     |                 |       |  |                               |                    |  |                        |       |                      |  |                       |                      |  |      |                      |  |  |                     |   |  |  | (0.5 | ) |  |  | (0.5 | )
|                                          |  |      |        |  |                  |  |     |                 |       |  |                               |                    |  |                        |       |                      |  |                       |                      |  |       |                      |  |  |                      |   |  |  |      |   |  |  |      |  
|Acquisition property, plant and equipment |  |      |        |  |                  |  |     |                 |       |  |                               |                    |  |                        |       |                      |  |                       |                      |  |       |                      |  |  |                      |   |  |  |      |   |  |  |      |  
|Company asset                             |  |      | Swap |  |                  |  | US$ |                 |       |  | US$                           |                    |  |                        | 10.3  |                      |  | Libor 1M + 2.44% p.a. |                      |  | (0. 4 | )                    |  |  | (0. 4                | ) |  |  |     |   |  |  |     |  
|Company liability                         |  |      | Swap |  |                  |  |     |                 | 10.3  |  |                               | 5.23% p.a.         |  |                        |       |                     
|Counterparty                              |  |      |        |  |                  |  |     |                 |       |  |                               |                    |  |                        |       |                      |  |                       |                      |  |       |                      |  |  |                      |   |  |  |      |   |  |  |      |  
|Compass Bank                              |  |      |        |  |                  |  |     |                 |       |  |                               |                    |  |                        |       |                      |  |                       |                      |  | (0.4  | )                    |  |  | (0.4                 | ) |  |  |     |   |  |  |     |  
|                                          |  |      |        |  |                  |  |     |                 |       |  |                               |                    |  |                        |       |                      |  |                       |                      |  |       |                      |  |  |                      |   |  |  |      |   |  |  |      |  
|                                          |  |      |        |  |                  |  |     |                 |       |  |                               |                    |  |                        |       |                      |  | Total                 |                      |  | 20.5  |                      |  |  | 20.5                 |   |  |  | 14.0 |   |  |  | 14.0 |  
|                                          |  |      |        |  |                  |  |     |                 |       |  |                               |                    |  |                        |       |                      |  |                       |                      |  |       |                      |  |  |                      |   |  |  |      |   |  |  |      |  

Swaps  these are valued at present value, at the market rate on the base date, of the future flows
determined by applying the contractual rates up to maturity and discounting to present value on the date of the financial statements at the current market rates.

Exchange swap contracts

At December 31, 2010, the Company had no foreign
exchange swap contracts recorded in its financial statements

Others derivatives

At December 31, 2010, the Company has agreed swaps, equivalent to US$ 25.0 through which now has an asset linked to Exchange Coupon
and a liability at a pre-fixed interest rate, as shown below:



|                        |  |      |        |  |                  |  |     |                 |      |  |                               |  |                    |                        |      |  |                      |  |           |                      |  |  |                      |   |  |                      |      |   |  |  |   |  |  |  |   | 
|----------------------- |  | ---- | ------ |  | ---------------- |  | --- | --------------- | ---- |  | ----------------------------- |  | ------------------ | ---------------------- | ---- |  | -------------------- |  | --------- | -------------------- |  |  | -------------------- | - |  | -------------------- | ---- | - |  |  | - |  |  |  | - | 
|                        |  |      |        |  |                  |  |     |                 |      |  |                               |  |                    |                        |      |  | Gain (loss)          |  |           | Gain (loss)          | 
|Underlying transactions |  | Type |        |  | Originalcurrency |  |     | Presentcurrency |      |  | Notional amount(in thousands) |  |                    | Average rateagreed -
% |      |  | Book value12.31.2010 |  |           | Book value12.31.2010 |  |  | Book value12.31.2009 |   |  | Book value12.31.2009 |     
|Other                   |  |      |        |  |                  |  |     |                 |      |  |                               |  |                    |                        |      |  |                      |  |           |                      |  |  |                      |   |  |                      |      |   |  |  |   |  |  |  |   | 
|Company asset           |  |      | Swap |  |                  |  | US$ |                 |      |  | US$                           |  |                    |                        | 25.0 |  |                      |  | 5.97% p.a |                      |  |  | (0.4                 | ) |  |                      | (0.4 | ) |  |  |  |  |  |  |  | 
|Company liability       |  |      | Swap |  |                  |  |     |                 | 25.0 |  |                               |  | Libor + 1.21% p.a. |                        |      |  |                      | 
|Counterparty            |  |      |        |  |                  |  |     |                 |      |  |                               |  |                    |                        |      |  |                      |  |           |                      |  |  |                      |   |  |                      |      |   |  |  |  |  |  |  |  | 
|JP Morgan               |  |      |        |  |                  |  |     |                 |      |  |                               |  |                    |                        |      |  |                      |  |           |                      |  |  | (0.4                 | ) |  |                      | (0.4 | ) |  |  |  |  |  |  |  | 
|                        |  |      |        |  |                  |  |     |                 |      |  |                               |  |                    |                        |      |  |                      |  |           |                      |  |  |                      |   |  |                      |      |   |  |  |   |  |  |  |   | 
|                        |  |      |        |  |                  |  |     |                 |      |  |                               |  |                    |                        |      |  |                      |  | Total     |                      |  |  | (0.4                 | ) |  |                      | (0.4 | ) |  |  |  |  |  |  |  | 
|                        |  |      |        |  |                  |  |     |                 |      |  |                               |  |                    |                        |      |  |                      |  |           |                      |  |  |                      |   |  |                      |      |   |  |  |   |  |  |  |   | 



These swap contracts are subject
to Brazilian sovereign risk, and in case of an event that limits the convertibility of the Brazilian reais and or change the taxes, could result in the redemption of the operation in Brazil in the form of bonds issued by the Brazilian federal
government (LTNs  National Treasury Bills) with a swap transaction into dollar for such securities.



F-75



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





Sensitivity analysis

In order to present a positive and negative variation of 25% and 50% in the risk variable considered, a sensitivity analysis of the
financial instruments is presented below, including derivatives, describing the effects on the monetary and foreign exchange variations on the financial income and expense determined on the balances recorded at December 31, 2010, in the event
of the occurrence of such variations in the risk component.

However, statistical simplifications were made in isolating the
variability of the risk factor in question. Consequently, the following estimates do not necessarily represent the amounts that might be determined in future financial statements. The use of different hypotheses and/or methodologies could have a
material effect on the estimates presented below.

Methodology:

Based on the balances shown in the tables in item (c) above, and assuming that these remain constant, the Company calculated the
interest and exchange variation differential for each of the projected scenarios.

In the evaluation of the amounts exposed to
the interest rate risk, only the risks for the financial statements were considered, that is, the operations subject to prefixed interest rates were not included.

The probable scenario is based on the Companys estimates for each of the variables indicated, and positive and negative variations of 25% and 50% were applied on the rates in force at the date of
the financial statements.

In the sensitivity analysis of derivative contracts, positive and negative variations of 25% and 50%
were applied on the market curve (BM&F) at the date of the financial statements.

Interest risk factor:



|                      |  |             |  |                             |         |   |                                            |  |       |      |  |  |                      |   |  |     |       |   |     |  |       |   |  |  |       |  
|--------------------- |  | ----------- |  | --------------------------- | ------- | - | ------------------------------------------ |  | ----- | ---- |  |  | -------------------- | - |  | --- | ----- | - | --- |  | ----- | - |  |  | ----- | -
|                      |  |             |  |                             |         |   | Additional variations in book balances (*) | 
|                      |  | Risk factor |  | Amountsexposed at12.31.2010 |         |   | -50%                                       |  |       | -25% |  |  | Probablescenario - % |   |  | 25% |       |   | 50% | 
|                      |  |             |  |                             |         |   |                                           
|Financial investments |  | CDI         |  |                             | 1,049.1 |   |                                            |  | (55.8 | )    |  |  | (27.9                | ) |  |     | 6.4   |   |     |  | 27.9  |   |  |  | 55.8  |  
|Loans                 |  | CDI         |  |                             | 1.5     |   |                                            |  | 0.1   |      |  |  |                     |   |  |     |      |   |     |  |      |   |  |  | (0.1  | )
|                      |  |             |  |                             |         |   |                                            |  |       |      |  |  |                      |   |  |     |       |   |     |  |       |   |  |  |       |  
|Net impact            |  | CDI         |  |                             | 1,047.6 |   |                                            |  | (55.7 | )    |  |  | (27.9                | ) |  |     | 6.4   |   |     |  | 27.9  |   |  |  | 55.7  |  
|                      |  |             |  |                             |         |   |                                           
|Financial investments |  | LIBOR       |  |                             | 425.9   |   |                                            |  | (0.7  | )    |  |  | (0.4                 | ) |  |     | 0.2   |   |     |  | 0.4   |   |  |  | 0.7   |  
|Loans                 |  | LIBOR       |  |                             | 88.0    |   |                                            |  | 0.2   |      |  |  | 0.1                  |   |  |     |      |   |     |  | (0.1  | ) |  |  | (0.2  | )
|                      |  |             |  |                             |         |   |                                            |  |       |      |  |  |                      |   |  |     |       |   |     |  |       |   |  |  |       |  
|Net impact            |  | LIBOR       |  |                             | 337.9   |   |                                            |  | (0.5  | )    |  |  | (0.3                 | ) |  |     | 0.2   |   |     |  | 0.3   |   |  |  | 0.5   |  
|                      |  |             |  |                             |         |   |                                           
|Financial investments |  | TJLP        |  |                             |        |   |                                            |  |      |      |  |  |                     |   |  |     |      |   |     |  |      |   |  |  |      |  
|Loans                 |  | TJLP        |  |                             | 67.8    |   |                                            |  | 2.0   |      |  |  | 1.0                  |   |  |     |      |   |     |  | (1.0  | ) |  |  | (2.0  | )
|                      |  |             |  |                             |         |   |                                            |  |       |      |  |  |                      |   |  |     |       |   |     |  |       |   |  |  |       |  
|Net impact            |  | TJLP        |  |                             | (67.8   | ) |                                            |  | 2.0   |      |  |  | 1.0                  |   |  |     |      |   |     |  | (1.0  | ) |  |  | (2.0  | )
|                      |  |             |  |                             |         |   |                                           
|Rates considered - %  |  | CDI         |  |                             | 10.64   | % |                                            |  | 5.32  | %    |  |  | 7.98                 | % |  |     | 11.25 | % |     |  | 13.30 | % |  |  | 15.96 | %
|Rates considered - %  |  | LIBOR       |  |                             | 0.34    | % |                                            |  | 0.17  | %    |  |  | 0.26                 | % |  |     | 0.38  | % |     |  | 0.43  | % |  |  | 0.52  | %
|Rates considered - %  |  | TJLP        |  |                             | 6.00    | % |                                            |  | 3.00  | %    |  |  | 4.50                 | % |  |     | 6.00  | % |     |  | 7.50  | % |  |  | 9.00  | %

(*) The positive and negative variations of 25% and 50% were applied on the rates in effect at 12.31.2010

Foreign exchange risk factor:



F-76



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|                         |  |             |  |                             |         |  |                                            |  |        |      |  |  |                      |   |  |     |        |   |     |  |        |   |  |  |        |  
|------------------------ |  | ----------- |  | --------------------------- | ------- |  | ------------------------------------------ |  | ------ | ---- |  |  | -------------------- | - |  | --- | ------ | - | --- |  | ------ | - |  |  | ------ | -
|                         |  |             |  |                             |         |  | Additional variations in book balances (*) | 
|                         |  | Risk factor |  | Amountsexposed at12.31.2010 |         |  | -50%                                       |  |        | -25% |  |  | Probablescenario - % |   |  | 25% |        |   | 50% | 
|Assets                   |  |             |  |                             | 1,484.2 |  |                                            |  | 742.0  |      |  |  | 371.1                |   |  |     | (56.9  | ) |     |  | (371.1 | ) |  |  | (742.0 | )
|Financial investments    |  | BRL         |  |                             | 1,049.1 |  |                                            |  | 524.5  |      |  |  | 262.3                |   |  |     | (40.2  | ) |     |  | (262.3 | ) |  |  | (524.5 | )
|Other assets             |  | BRL         |  |                             | 435.1   |  |                                            |  | 217.5  |      |  |  | 108.8                |   |  |     | (16.7  | ) |     |  | (108.8 | ) |  |  | (217.5 | )
|                         |  |             |  |                             |         |  |                                           
|Liabilities              |  |             |  |                             | 1,444.5 |  |                                            |  | (722.2 | )    |  |  | (361.1               | ) |  |     | 55.3   |   |     |  | 361.1  |   |  |  | 722.2  |  
|Loans and financing      |  | BRL         |  |                             | 400.5   |  |                                            |  | (200.2 | )    |  |  | (100.1               | ) |  |     | 15.3   |   |     |  | 100.1  |   |  |  | 200.2  |  
|Other liabilities        |  | BRL         |  |                             | 1,044.0 |  |                                            |  | (522.0 | )    |  |  | (261.0               | ) |  |     | 40.0   |   |     |  | 261.0  |   |  |  | 522.0  |  
|Net impact               |  |             |  |                             | 39.7    |  |                                            |  | 19.8   |      |  |  | 10.0                 |   |  |     | (1.6   | ) |     |  | (10.0  | ) |  |  | (19.8  | )
|                         |  |             |  |                             |         |  |                                           
|Exchange rate considered |  |             |  |                             | 1.6662  |  |                                            |  | 0.8331 |      |  |  | 1.2497               |   |  |     | 1.7300 |   |     |  | 2.0826 |   |  |  | 2.4993 |  

(*) The positive and
negative variations of 25% and 50% were applied on the rates in effect at 12.31.2010

Derivative contracts:



|                                    |  |             |                 |      |                             |  |      |                                            |   |  |      |      |   |                      |      |      |     |  |      |      |   |  |      |      |   |  |       |  
|----------------------------------- |  | ----------- | --------------- | ---- | --------------------------- |  | ---- | ------------------------------------------ | - |  | ---- | ---- | - | -------------------- | ---- | ---- | --- |  | ---- | ---- | - |  | ---- | ---- | - |  | ----- | -
|                                    |  |             |                 |      |                             |  |      | Additional variations in book balances (*) |  
|                                    |  | Risk factor |                 |      | Amountsexposed at12.31.2010 |  |      | -50%                                       |   |  | -25% |      |   | Probablescenario - % |      |      | 25% |  |      | 50%  |  
|                                    |  |             |                 |      |                             |  |     
|Interest swap                       |  |             | LIBOR           |      |                             |  | 20.5 |                                            |   |  | 13.8 |      |   |                      | 6.8  |      |     |  | (3.0 | )    |   |  | (6.2 | )    |   |  | (12.2 | )
|Others derivatives                  |  |             | Exchange coupon |      |                             |  | (0.4 | )                                          |   |  | 0.4  |      |   |                      | 0.2  |      |     |  |     |      |   |  | (0.1 | )    |   |  | (0.2  | )
|                                    |  |             |                 |      |                             |  |      |                                            |   |  |      |      |   |                      |      |      |     |  |      |      |   |  |      |      |   |  |       |  
|Total                               |  |             |                 |      |                             |  | 20.1 |                                            |   |  | 14.2 |      |   |                      | 7.0  |      |     |  | (3.0 | )    |   |  | (6.3 | )    |   |  | (12.4 | )
|                                    |  |             |                 |      |                             |  |     
|LIBOR rate considered - %           |  |             |                 |      |                             |  | 0.34 | %                                          |   |  | 0.17 | %    |   |                      | 0.26 | %    |     |  | 0.38 | %    |   |  | 0.43 | %    |   |  | 0.52  | %
|Exchange coupon rate considered - % |  |             |                 | 2.53 | %                           |  |      | 1.26                                       | % |  |      | 1.90 | % |                      |      | 2.83 | %   |  |      | 3.16 | % |  |      | 3.79 | %

(*) The positive and
negative variations of 25% and 50% were applied on the rates in effect at 12.31.2010

Residual Value Guarantees

The residual value guarantees are reported in a similar manner as for financial derivative instruments (Note 2.2 i).

Methodology:

Based on residual value guarantee contracts in force, the Company ascertains any differences in values with those of third party
evaluations. The probable scenario is based on the Companys expectation to record the provisions in statistical bases, and the positive and negative variations of 25% and 50% have been applied to the evaluations of third parties on the date of
the financial statements.



|                                      |  |                             |      |  |                                        |  |       |      |  |  |                      |   |  |     |      |   |     |  |     |  |  |  |     | 
|------------------------------------- |  | --------------------------- | ---- |  | -------------------------------------- |  | ----- | ---- |  |  | -------------------- | - |  | --- | ---- | - | --- |  | --- |  |  |  | --- | 
|                                      |  |                             |      |  | Additional variations in book balances | 
|                                      |  | Amountsexposed at12.31.2010 |      |  | -50%                                   |  |       | -25% |  |  | Probablescenario - % |   |  | 25% |      |   | 50% | 
|                                      |  |                             |      |  |                                        | 
|Financial guarantee of residual value |  |                             | 11.1 |  |                                        |  | (88.8 | )    |  |  | (16.0                | ) |  |     | (2.6 | ) |     |  | 1.9 |  |  |  | 5.3 | 
|Total                                 |  |                             | 11.1 |  |                                        |  | (88.8 | )    |  |  | (16.0                | ) |  |     | (2.6 | ) |     |  | 1.9 |  |  |  | 5.3 | 

Investments Funds

The Company maintains a structure of exclusive funds, which are consolidated in the financial statements, as the Company
controls these funds.

These funds were set up with the objective of outsourcing management of the Companys short-term
financial investments and the managers contracted have discretion, while respecting the restrictions established in the investment policy, to select the assets that will comprise the investment portfolio.

All the funds are classified as multimarket and may hold derivatives in their portfolio as a means of attaining the proposed profit
objective. These derivatives relate exclusively to the positions taken by the funds themselves and are in no way connected with the derivatives contracted by the Company as a hedge against the cash and balance sheet risks of its operations.

The following tables show the derivatives held by the funds in the year ended December 31, 2010, and the sensitivity
analysis of the main risk factor to which the instruments are exposed.



F-77



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





Statistical simplifications were made in isolating the risk variables in question and
consequently, the following estimates do not necessarily represent the amounts that might be determined in future financial statements. The use of different hypotheses and/or methodologies could have a material effect on the estimates presented
below.



|(a) | Description of the contract
|--- | ---------------------------



|                      |  |                 |       |  |          |  |            |                   |  |  |                              |  |  |  |       | 
|--------------------- |  | --------------- | ----- |  | -------- |  | ---------- | ----------------- |  |  | ---------------------------- |  |  |  | ----- | 
|Type                  |  | No of contracts |       |  | Due date |  |            | Unit market price |  |  | Reference valueat 12.31.2010 | 
|Purchase - Forward DI |  |                 | 36    |  |          |  | January-11 |                   |  |  | 60.0                         |  |  |  | 2.2   | 
|Purchase - Forward DI |  |                 | 1,438 |  |          |  | July-11    |                   |  |  | 56.8                         |  |  |  | 81.7  | 
|Purchase - Forward DI |  |                 | 44    |  |          |  | October-11 |                   |  |  | 55.1                         |  |  |  | 2.4   | 
|Purchase - Forward DI |  |                 | 196   |  |          |  | January-12 |                   |  |  | 53.6                         |  |  |  | 10.5  | 
|Purchase - Forward DI |  |                 | 982   |  |          |  | July-12    |                   |  |  | 50.5                         |  |  |  | 49.6  | 
|Sales - Forward DI    |  |                 | 160   |  |          |  | January-13 |                   |  |  | 47.6                         |  |  |  | 7.6   | 
|Purchase - Forward DI |  |                 | 98    |  |          |  | January-14 |                   |  |  | 42.5                         |  |  |  | 4.2   | 
|Purchase - Forward DI |  |                 | 2     |  |          |  | January-17 |                   |  |  | 30.6                         |  |  |  | 0.1   | 
|Purchase - Forward DI |  |                 | 324   |  |          |  | January-21 |                   |  |  | 19.6                         |  |  |  | 6.3   | 
|Swap                  |  |                 | 1     |  |          |  | January-11 |                   |  |  | 439.0                        |  |  |  |      | 
|                      |  |                 |       |  |          |  |            |                   |  |  |                              |  |  |  |       | 
|Total                 |  |                 |       |  |          |  |            |                   |  |  |                              |  |  |  | 164.6 | 
|                      |  |                 |       |  |          |  |            |                   |  |  |                              |  |  |  |       | 



|(b) | Sensitivity analysis
|--- | --------------------



|            |  |                                                 |       |   |      |  |       |      |  |  |                  |   |  |     |       |   |     |  |       |   |  |  |       |  
|----------- |  | ----------------------------------------------- | ----- | - | ---- |  | ----- | ---- |  |  | ---------------- | - |  | --- | ----- | - | --- |  | ----- | - |  |  | ----- | -
|            |  | Additional variations in the return of the fund |      
|Risk factor |  | Reference value12.31.2010                       |       |   | -50% |  |       | -25% |  |  | ProbableScenario |   |  | 25% |       |   | 50% | 
|CDI         |  |                                                 | 164.6 |   |      |  | (11.7 | )    |  |  | (5.3             | ) |  |     |      |   |     |  | 35.0  |   |  |  | 39.3  |  
|Total       |  |                                                 | 164.6 |   |      |  | (11.7 | )    |  |  | (5.3             | ) |  |     |      |   |     |  | 35.0  |   |  |  | 39.3  |  
|            |  |                                                 |       |   |      | 
|Rates used  |  |                                                 |       |   |      |  |       |      |  |  |                  |   |  |     |       |   |     |  |       |   |  |  |       |  
|CDI         |  |                                                 | 10.64 | % |      |  | 5.32  | %    |  |  | 7.98             | % |  |     | 10.75 | % |     |  | 13.30 | % |  |  | 15.96 | %



|40. | Responsibilities and Commitments
|--- | --------------------------------



|(a) | 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 18 trade-in aircraft options. The Companys obligation to 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. These options establish that the price of the asset given in payment may be
put towards the purchase price of a new and more up-to-date aircraft model produced by the Company. The trade-in price is based on a percentage of the original purchase price of the 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.



F-78



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|(b) | Leases
|--- | ------

The subsidiary
EAH is responsible for non-cancelable operating leases of land and equipment. These leases expire at various dates to 2020.

The facilities of the subsidiary Embraer Aircraft Customer Services, Inc. - EACS are located on land leased under a contract that expires
in 2020.

The Company has lease agreements for land, IT equipment and vehicles, with payments scheduled as follows:



|           |  |  |      | 
|---------- |  |  | ---- | 
|Year       |  |  |     
|2011       |  |  | 4.0  | 
|2012       |  |  | 2.7  | 
|2013       |  |  | 2.0  | 
|2014       |  |  | 1.0  | 
|2015       |  |  | 1.1  | 
|After 2016 |  |  | 17.8 | 
|           |  |  |      | 
|Total      |  |  | 28.6 | 
|           |  |  |      | 



|(c) | Financial Guarantees
|--- | --------------------

The
following table provides quantitative data regarding the Companys financial guarantees provided 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.



|                                                                   |  |            |         |   |            |  |         |  
|------------------------------------------------------------------ |  | ---------- | ------- | - | ---------- |  | ------- | -
|                                                                   |  | 12.31.2010 |         |   | 12.31.2009 | 
|Maximum financial guarantees                                       |  |            | 1,133.9 |   |            |  | 1,248.4 |  
|Maximum residual value guarantees                                  |  |            | 743.4   |   |            |  | 770.8   |  
|Mutually exclusive exposure (i)                                    |  |            | (393.9  | ) |            |  | (393.9  | )
|Provisions and liabilities recorded (Note 38)                      |  |            | (143.4  | ) |            |  | (154.1  | )
|                                                                   |  |            |         |   |            |  |         |  
|Off-balance sheet exposure                                         |  |            | 1,340.0 |   |            |  | 1,471.2 |  
|                                                                   |  |            |         |   |            |  |         |  
|Estimated proceeds from financial guarantees and underlying assets |  |            | 1,255.9 |   |            |  | 1,478.4 |  
|                                                                   |  |            |         |   |            |  |         |  



| | (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, there is an average three-month period in
which a guaranteed party may exercise the residual value guarantee. This means that the exposure to mutually exclusive financial and residual value guarantees covering a single underlying asset cannot be cumulative. Therefore, the maximum exposure
showed 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.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|41. | Insurance (unaudited)
|--- | ---------------------

At
December 31, 2010, the insurance coverage for property, plant and equipment and inventories was US$ 5,303.7 million, amounts considered to be sufficient to cover the risks involved. This amount does not include the insurance of vehicles,
which are covered at market value.

In addition to the above coverage, the Company maintains civil liability policies for
products, general civil liability, aeronautical risks and directors liability (D&O) at amounts that Management judge as adequate.



F-79



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|42. | Additional information of cash flow
|--- | -----------------------------------



|                                                                                 |  |            |       |  |            |  |      | 
|-------------------------------------------------------------------------------- |  | ---------- | ----- |  | ---------- |  | ---- | 
|                                                                                 |  | 12.31.2010 |       |  | 12.31.2009 | 
|Cash paid during the year                                                        |  |            |       |  |            |  |      | 
|Income tax and social contribution                                               |  |            | 26.8  |  |            |  | 22.4 | 
|Interest                                                                         |  |            | 81.5  |  |            |  | 86.7 | 
|                                                                                 |  |           
|Non-cash financing and investing transactions                                    |  |            |       |  |            |  |      | 
|Assets acquired under capital lease                                              |  |            | 0.1   |  |            |  | 1.1  | 
|Additions to property, plant and equipment, with transfer to inventory -aircraft |  |            | 104.8 |  |            |  |     | 
|Disposals property, plant and equipment for providing for the sale of inventory  |  |            | 8.2   |  |            |  |     | 
|Restricted cash                                                                  |  |            | 28.7  |  |            |  |     | 
|Transfer from guarantee deposits to financial assets                             |  |            | 14.4  |  |            |  |     | 



|43. | Segment information
|--- | -------------------

Management defined the Companys operating segments based on the reports used for strategic decision reviewed by the chief operating
decision-maker.

The chief operating decision-maker analyzed the business, dividing it geographically and in terms of markets
for specific products. From a geographic perspective, Management considers the performance of the operations in Brazil, North America, Latin America, Pacific Asia, Europe and Others.

From a product perspective, the analysis considers the following market segments:

I - Commercial Aviation Market

The Commercial Aviation market operations mainly involve the development, production and sale of commercial jets and supplying support services, particularly in the regional aviation segment.



| |  |  | ERJ 145 family, comprising the ERJ 135, ERJ 140 and ERJ 145 jets, certified to operate with 37, 44 and 50 seats, respectively
| | - |  | -----------------------------------------------------------------------------------------------------------------------------



| |  |  | EMBRAER 170/190 family, comprising the EMBRAER 170, a 70-seat jet, EMBRAER 175, a 76-seat jet, EMBRAER 190, a 100-seat jet and the EMBRAER 195, a
108-seat jet. The EMBRAER 170 model has been operating commercially since 2004, the EMBRAER 175 and EMBRAER 190 models started commercial operations in 2006, and the EMBRAER 195 model in 2007.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

II - Defense and security business

The Defense and security business operations mainly involve research, development, production, modification and support for military defense aircraft, and related products and systems. The Companys
principal customer is the Brazilian Defense Ministry and, in particular, the Brazilian Air Force.



| |  |  | Super Tucano - a light attack aircraft, specially developed to operate in severe climates, subject to extremes of temperature and humidity, and
equipped with sophisticated navigation and attack, training and flight simulation systems.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | AMX - an advanced ground attack jet, developed and produced through a cooperation agreement between Brazil and Italy. Embraer was contracted by the
Brazilian Air Force to modernize these aircraft.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | F-5BR Program - modernization of the F-5 jet fighters.
| | - |  | ------------------------------------------------------



| |  |  | The ISR family (Intelligence, Surveillance and Reconnaissance), based on the ERJ 145 platform, includes the EMB 145 AEW&C - Airborne Early Warning
and Control, EMB 145 AGS - Remote
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-80



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





| | Sensing and Air to Ground Surveillance and P-99 - Maritime Patrol and Anti-submarine Warfare models. Originally developed for the SIVAM program, different versions were ordered by the Greek,
Mexican governments and recently in India.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | KC-390 - The scope of the KC-390 Program is to develop and produce two prototype aircraft for military transport and in-flight refueling.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 190PR - Based on the EMBRAER 170/190 platform, this jet is developed for transportation of the President of the Republic of Brazil and members of his
entourage.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

III - Executive Aviation Market

The Executive Aviation market operations mainly involve the development, production and sale of executive jets and providing support
services for this market segment.



| |  |  | Legacy 600 - executive jet in the Super Mid Size category using the ERJ 135 regional jet platform.
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | Legacy 500 and Legacy 450- executive jets in the Mid Size and Midlight categories, respectively, launched in April 2008.
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | Phenom - executive jets in the Very Light Jet, Entry and Light Jet categories, comprising the Phenom 100 model, the first deliveries of which were made
in the third quarter of 2008, and the Phenom 300, deliveries of which started in 2009.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Lineage - An ultra-large executive jet based on the EMBRAER 190 commercial aircraft platform. Deliveries of this model started in 2009.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------

IV - Aviation Services

The Aviation Services segment, created in 2007, relates mainly to: (i) after sales support services to customers, including maintenance and training; (ii) sale of spare parts for the aircraft
manufactured by the Company; and (iii) aircraft maintenance services and components.

V - Other

Operations in this segment relate to operating leases of aircraft, supply of structural parts and mechanical and hydraulic systems, and
production of agricultural crop-spraying aircraft.

Unallocated assets consists in cash and cash equivalents, inventories,
guarantee deposits and collateralized accounts receivable which are not directly attributable to any segment of the Company.



| | a) | Statements of income information by operating segment at December 31, 2010
| | -- | --------------------------------------------------------------------------



|                                                   |  |                    |          |   |                     |  |        |                   |  |  |                  |   |  |       |        |   |             |  |       |       |  |  |       |   |  |  |          |  
|-------------------------------------------------- |  | ------------------ | -------- | - | ------------------- |  | ------ | ----------------- |  |  | ---------------- | - |  | ----- | ------ | - | ----------- |  | ----- | ----- |  |  | ----- | - |  |  | -------- | -
|                                                   |  | CommercialAviation |          |   | Defense andsecurity |  |        | ExecutiveAviation |  |  | AviationServices |   |  | Other |        |   | Unallocated |  |       | Total | 
|Revenue                                            |  |                    | 2,888.6  |   |                     |  | 669.8  |                   |  |  | 1,145.2          |   |  |       | 563.8  |   |             |  | 96.7  |       |  |  |      |   |  |  | 5,364.1  |  
|Cost of sales and services                         |  |                    | (2,425.5 | ) |                     |  | (483.9 | )                 |  |  | (966.4           | ) |  |       | (403.5 | ) |             |  | (58.8 | )     |  |  |      |   |  |  | (4,338.1 | )
|Gross Profit                                       |  |                    | 463.1    |   |                     |  | 185.9  |                   |  |  | 178.8            |   |  |       | 160.3  |   |             |  | 37.9  |       |  |  |      |   |  |  | 1,026.0  |  
|Gross Profit %                                     |  |                    | 16.0     | % |                     |  | 27.8   | %                 |  |  | 15.6             | % |  |       | 28.4   | % |             |  | 39.2  | %     |  |  |       |   |  |  | 19.1     | %
|                                                   |  |                    |          |   |                     |  |       
|Operating Income (Expense)                         |  |                    | (222.5   | ) |                     |  | (96.1  | )                 |  |  | (119.4           | ) |  |       | (147.1 | ) |             |  | (49.2 | )     |  |  |      |   |  |  | (634.3   | )
|Operating profit before
financial income (expense) |  |                    | 240.6    |   |                     |  | 89.8   |                   |  |  | 59.4             |   |  |       | 13.2   |   |             |  | (11.3 | )     |  |  |      |   |  |  | 391.7    |  
|                                                   |  |                    |          |   |                     |  |       
|Financial income (expense), net                    |  |                    |          |   |                     |  |        |                   |  |  |                  |   |  |       |        |   |             |  |       |       |  |  | 16.4  |   |  |  | 16.4     |  
|Profit before taxes on income                      |  |                    |          |   |                     |  |        |                   |  |  |                  |   |  |       |        |   |             |  |       |       |  |  |      |   |  |  | 408.1    |  
|                                                   |  |                    |          |   |                     |  |       
|Income tax (expense) income                        |  |                    |          |   |                     |  |        |                   |  |  |                  |   |  |       |        |   |             |  |       |       |  |  | (62.7 | ) |  |  | (62.7    | )
|                                                   |  |                    |          |   |                     |  |        |                   |  |  |                  |   |  |       |        |   |             |  |       |       |  |  |       |   |  |  |          |  
|Net income                                         |  |                    |          |   |                     |  |        |                   |  |  |                  |   |  |       |        |   |             |  |       |       |  |  |       |   |  |  | 345.4    |  
|                                                   |  |                    |          |   |                     |  |        |                   |  |  |                  |   |  |       |        |   |             |  |       |       |  |  |       |   |  |  |          |  



F-81



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





| | b) | Revenue by geographic area at December 31, 2010
| | -- | -----------------------------------------------



|                             |  |                    |         |  |                      |  |       |                   |  |  |                  |  |  |       |       |  |       |  |      |  |  |  |         | 
|---------------------------- |  | ------------------ | ------- |  | -------------------- |  | ----- | ----------------- |  |  | ---------------- |  |  | ----- | ----- |  | ----- |  | ---- |  |  |  | ------- | 
|                             |  | CommercialAviation |         |  | Defense 
andSecurity |  |       | ExecutiveAviation |  |  | AviationServices |  |  | Other |       |  | Total | 
|North America                |  |                    | 150.9   |  |                      |  | 9.9   |                   |  |  | 269.7            |  |  |       | 246.8 |  |       |  | 36.6 |  |  |  | 713.9   | 
|Europe                       |  |                    | 1,297.9 |  |                      |  | 1.6   |                   |  |  | 222.2            |  |  |       | 223.5 |  |       |  | 2.5  |  |  |  | 1,747.7 | 
|Asia Pacific                 |  |                    | 738.1   |  |                      |  | 123.1 |                   |  |  | 287.0            |  |  |       | 36.6  |  |       |  | 9.5  |  |  |  | 1,194.3 | 
|Latin America, except Brazil |  |                    | 417.3   |  |                      |  | 275.3 |                   |  |  | 121.3            |  |  |       | 6.3   |  |       |  | 5.6  |  |  |  | 825.8   | 
|Brazil                       |  |                    | 194.2   |  |                      |  | 223.6 |                   |  |  | 201.4            |  |  |       | 22.5  |  |       |  | 39.0 |  |  |  | 680.7   | 
|Other                        |  |                    | 90.2    |  |                      |  | 36.3  |                   |  |  | 43.6             |  |  |       | 28.1  |  |       |  | 3.5  |  |  |  | 201.7   | 
|                             |  |                    |         |  |                      |  |       |                   |  |  |                  |  |  |       |       |  |       |  |      |  |  |  |         | 
|Total                        |  |                    | 2,888.6 |  |                      |  | 669.8 |                   |  |  | 1,145.2          |  |  |       | 563.8 |  |       |  | 96.7 |  |  |  | 5,364.1 | 
|                             |  |                    |         |  |                      |  |       |                   |  |  |                  |  |  |       |       |  |       |  |      |  |  |  |         | 



| | c) | Companys assets at December 31, 2010
| | -- | -------------------------------------



|                              |  |                    |       |  |                      |  |       |                   |  |  |                  |  |  |       |       |  |             |  |       |       |  |  |      |  |  |  |         | 
|----------------------------- |  | ------------------ | ----- |  | -------------------- |  | ----- | ----------------- |  |  | ---------------- |  |  | ----- | ----- |  | ----------- |  | ----- | ----- |  |  | ---- |  |  |  | ------- | 
|                              |  | CommercialAviation |       |  | Defense 
andSecurity |  |       | ExecutiveAviation |  |  | AviationServices |  |  | Other |       |  | Unallocated |  |       | Total | 
|Accounts Receivable           |  |                    |      |  |                      |  | 134.5 |                   |  |  |                 |  |  |       | 189.3 |  |             |  | 25.5  |       |  |  |     |  |  |  | 349.3   | 
|Property, plant and equipment |  |                    | 440.8 |  |                      |  | 42.8  |                   |  |  | 133.0            |  |  |       | 229.7 |  |             |  | 354.7 |       |  |  |     |  |  |  | 1,201.0 | 
|Intangible assets             |  |                    | 265.7 |  |                      |  | 1.8   |                   |  |  | 411.8            |  |  |       |      |  |             |  | 1.8   |       |  |  | 35.2 |  |  |  | 716.3   | 
|                              |  |                    |       |  |                      |  |       |                   |  |  |                  |  |  |       |       |  |             |  |       |       |  |  |      |  |  |  |         | 
|Total                         |  |                    | 706.5 |  |                      |  | 179.1 |                   |  |  | 544.8            |  |  |       | 419.0 |  |             |  | 382.0 |       |  |  | 35.2 |  |  |  | 2,266.6 | 
|                              |  |                    |       |  |                      |  |       |                   |  |  |                  |  |  |       |       |  |             |  |       |       |  |  |      |  |  |  |         | 



| | d) | Companys assets by geographic area at December 31, 2010
| | -- | --------------------------------------------------------



|                              |  |               |       |  |        |  |       |              |  |  |        |  |  |       |         |  |  |  |         | 
|----------------------------- |  | ------------- | ----- |  | ------ |  | ----- | ------------ |  |  | ------ |  |  | ----- | ------- |  |  |  | ------- | 
|                              |  | North America |       |  | Europe |  |       | Asia Pacific |  |  | Brazil |  |  | Total |        
|Accounts Receivable           |  |               | 29.1  |  |        |  | 162.5 |              |  |  | 9.0    |  |  |       | 148.7   |  |  |  | 349.3   | 
|Property, plant and equipment |  |               | 180.1 |  |        |  | 415.8 |              |  |  | 43.3   |  |  |       | 561.8   |  |  |  | 1,201.0 | 
|Intangible assets             |  |               | 2.6   |  |        |  | 2.6   |              |  |  | 0.3    |  |  |       | 710.8   |  |  |  | 716.3   | 
|                              |  |               |       |  |        |  |       |              |  |  |        |  |  |       |         |  |  |  |         | 
|Total                         |  |               | 211.8 |  |        |  | 580.9 |              |  |  | 52.6   |  |  |       | 1,421.3 |  |  |  | 2,266.6 | 
|                              |  |               |       |  |        |  |       |              |  |  |        |  |  |       |         |  |  |  |         | 



| | e) | Statements of income information by operating segment at December 31, 2009
| | -- | --------------------------------------------------------------------------



|                                                   |  |                    |          |   |                     |  |        |                   |  |  |                  |   |  |       |        |   |             |  |       |       |  |  |       |   |  |  |          |  
|-------------------------------------------------- |  | ------------------ | -------- | - | ------------------- |  | ------ | ----------------- |  |  | ---------------- | - |  | ----- | ------ | - | ----------- |  | ----- | ----- |  |  | ----- | - |  |  | -------- | -
|                                                   |  | CommercialAviation |          |   | Defense andSecurity |  |        | ExecutiveAviation |  |  | AviationServices |   |  | Other |        |   | Unallocated |  |       | Total | 
|Revenue                                            |  |                    | 3,382.3  |   |                     |  | 498.8  |                   |  |  | 896.3            |   |  |       | 604.6  |   |             |  | 115.8 |       |  |  |      |   |  |  | 5,497.8  |  
|Cost of sales and services                         |  |                    | (2,808.8 | ) |                     |  | (383.2 | )                 |  |  | (737.4           | ) |  |       | (427.4 | ) |             |  | (71.6 | )     |  |  |      |   |  |  | (4,428.4 | )
|Gross Profit                                       |  |                    | 573.5    |   |                     |  | 115.6  |                   |  |  | 158.9            |   |  |       | 177.2  |   |             |  | 44.2  |       |  |  |      |   |  |  | 1,069.4  |  
|Gross Profit %                                     |  |                    | 17.0     | % |                     |  | 23.2   | %                 |  |  | 17.7             | % |  |       | 29.3   | % |             |  | 38.2  | %     |  |  |       |   |  |  | 19.5     | %
|                                                   |  |                    |          |   |                     |  |       
|Operating Income (Expense)                         |  |                    | (455.4   | ) |                     |  | (58.6  | )                 |  |  | (63.3            | ) |  |       | (80.6  | ) |             |  | (32.1 | )     |  |  |      |   |  |  | (690.0   | )
|Operating profit before financial income (expense) |  |                    | 118.1    |   |                     |  | 57.0   |                   |  |  | 95.6             |   |  |       | 96.6   |   |             |  | 12.1  |       |  |  |      |   |  |  | 379.4    |  
|                                                   |  |                    |          |   |                     |  |       
|Financial income (expense), net                    |  |                    |          |   |                     |  |        |                   |  |  |                  |   |  |       |        |   |             |  |       |       |  |  | (58.6 | ) |  |  | (58.6    | )
|Profit before taxes on income                      |  |                    |          |   |                     |  |        |                   |  |  |                  |   |  |       |        |   |             |  |       |       |  |  |       |   |  |  | 320.8    |  
|                                                   |  |                    |          |   |                     |  |       
|Income tax (expense) income                        |  |                    |          |   |                     |  |        |                   |  |  |                  |   |  |       |        |   |             |  |       |       |  |  | 158.1 |   |  |  | 158.1    |  
|                                                   |  |                    |          |   |                     |  |        |                   |  |  |                  |   |  |       |        |   |             |  |       |       |  |  |       |   |  |  |          |  
|Net income                                         |  |                    |          |   |                     |  |        |                   |  |  |                  |   |  |       |        |   |             |  |       |       |  |  |       |   |  |  | 478.9    |  
|                                                   |  |                    |          |   |                     |  |        |                   |  |  |                  |   |  |       |        |   |             |  |       |       |  |  |       |   |  |  |          |  



| | f) | Revenue by geographic area at December 31, 2009
| | -- | -----------------------------------------------



|                             |  |                    |         |  |                      |  |       |                   |  |  |                  |  |  |       |       |  |       |  |       |  |  |  |         | 
|---------------------------- |  | ------------------ | ------- |  | -------------------- |  | ----- | ----------------- |  |  | ---------------- |  |  | ----- | ----- |  | ----- |  | ----- |  |  |  | ------- | 
|                             |  | CommercialAviation |         |  | Defense 
andSecurity |  |       | ExecutiveAviation |  |  | AviationServices |  |  | Other |       |  | Total | 
|North America                |  |                    | 595.4   |  |                      |  | 8.6   |                   |  |  | 309.7            |  |  |       | 248.5 |  |       |  | 26.6  |  |  |  | 1,188.8 | 
|Europe                       |  |                    | 1,387.0 |  |                      |  | 10.1  |                   |  |  | 173.4            |  |  |       | 248.8 |  |       |  | 16.3  |  |  |  | 1,835.6 | 
|Asia Pacific                 |  |                    | 782.8   |  |                      |  | 75.3  |                   |  |  | 234.4            |  |  |       | 51.1  |  |       |  | 1.8   |  |  |  | 1,145.4 | 
|Latin America, except Brazil |  |                    | 149.6   |  |                      |  | 184.7 |                   |  |  | 46.5             |  |  |       | 5.5   |  |       |  | 3.7   |  |  |  | 390.0   | 
|Brazil                       |  |                    | 245.8   |  |                      |  | 215.3 |                   |  |  | 77.7             |  |  |       | 17.0  |  |       |  | 31.9  |  |  |  | 587.7   | 
|Other                        |  |                    | 221.7   |  |                      |  | 4.8   |                   |  |  | 54.6             |  |  |       | 33.7  |  |       |  | 35.5  |  |  |  | 350.3   | 
|                             |  |                    |         |  |                      |  |       |                   |  |  |                  |  |  |       |       |  |       |  |       |  |  |  |         | 
|Total                        |  |                    | 3,382.3 |  |                      |  | 498.8 |                   |  |  | 896.3            |  |  |       | 604.6 |  |       |  | 115.8 |  |  |  | 5,497.8 | 
|                             |  |                    |         |  |                      |  |       |                   |  |  |                  |  |  |       |       |  |       |  |       |  |  |  |         | 



F-82



---

##### Table of Contents

Embraer S.A.

(Formerly Embraer 

Empresa Brasileira de Aeronáutica S.A.)

Notes to the Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





| | g) | Company assets at December 31, 2009
| | -- | -----------------------------------



|                              |  |                    |       |  |                     |  |       |                   |  |  |                  |  |  |       |       |  |             |  |       |       |  |  |      |  |  |  |         | 
|----------------------------- |  | ------------------ | ----- |  | ------------------- |  | ----- | ----------------- |  |  | ---------------- |  |  | ----- | ----- |  | ----------- |  | ----- | ----- |  |  | ---- |  |  |  | ------- | 
|                              |  | CommercialAviation |       |  | Defense andSecurity |  |       | ExecutiveAviation |  |  | AviationServices |  |  | Other |       |  | Unallocated |  |       | Total | 
|Accounts Receivable           |  |                    | 3.5   |  |                     |  | 126.4 |                   |  |  | 0.6              |  |  |       | 237.8 |  |             |  | 39.1  |       |  |  |     |  |  |  | 407.4   | 
|Property, plant and equipment |  |                    | 442.7 |  |                     |  | 26.8  |                   |  |  | 106.8            |  |  |       | 135.5 |  |             |  | 389.5 |       |  |  |     |  |  |  | 1,101.3 | 
|Intangible assets             |  |                    | 283.3 |  |                     |  | 4.4   |                   |  |  | 407.7            |  |  |       |      |  |             |  | 2.7   |       |  |  | 27.4 |  |  |  | 725.5   | 
|                              |  |                    |       |  |                     |  |       |                   |  |  |                  |  |  |       |       |  |             |  |       |       |  |  |      |  |  |  |         | 
|Total                         |  |                    | 729.5 |  |                     |  | 157.6 |                   |  |  | 515.1            |  |  |       | 373.3 |  |             |  | 431.3 |       |  |  | 27.4 |  |  |  | 2,234.2 | 
|                              |  |                    |       |  |                     |  |       |                   |  |  |                  |  |  |       |       |  |             |  |       |       |  |  |      |  |  |  |         | 



| | h) | Companys assets by geographic area at December 31, 2009
| | -- | --------------------------------------------------------



|                              |  |               |       |  |        |  |       |              |  |  |        |  |  |       |         |  |  |  |         | 
|----------------------------- |  | ------------- | ----- |  | ------ |  | ----- | ------------ |  |  | ------ |  |  | ----- | ------- |  |  |  | ------- | 
|                              |  | North America |       |  | Europe |  |       | Asia Pacific |  |  | Brazil |  |  | Total |        
|Accounts Receivable           |  |               | 36.1  |  |        |  | 197.0 |              |  |  | 6.1    |  |  |       | 168.2   |  |  |  | 407.4   | 
|Property, plant and equipment |  |               | 131.0 |  |        |  | 338.0 |              |  |  | 43.7   |  |  |       | 588.6   |  |  |  | 1,101.3 | 
|Intangible assets             |  |               | 2.1   |  |        |  | 2.9   |              |  |  | 0.8    |  |  |       | 719.7   |  |  |  | 725.5   | 
|                              |  |               |       |  |        |  |       |              |  |  |        |  |  |       |         |  |  |  |         | 
|Total                         |  |               | 169.2 |  |        |  | 537.9 |              |  |  | 50.6   |  |  |       | 1,476.5 |  |  |  | 2,234.2 | 
|                              |  |               |       |  |        |  |       |              |  |  |        |  |  |       |         |  |  |  |         | 



| | i) | Company assets at January 1, 2009
| | -- | ---------------------------------



|                              |  |                    |       |  |                     |  |       |                   |  |  |                  |  |  |       |       |  |             |  |       |       |  |  |      |  |  |  |         | 
|----------------------------- |  | ------------------ | ----- |  | ------------------- |  | ----- | ----------------- |  |  | ---------------- |  |  | ----- | ----- |  | ----------- |  | ----- | ----- |  |  | ---- |  |  |  | ------- | 
|                              |  | CommercialAviation |       |  | Defense andSecurity |  |       | ExecutiveAviation |  |  | AviationServices |  |  | Other |       |  | Unallocated |  |       | Total | 
|Accounts Receivable           |  |                    |      |  |                     |  | 98.9  |                   |  |  |                 |  |  |       | 291.8 |  |             |  | 64.0  |       |  |  |     |  |  |  | 454.7   | 
|Property, plant and equipment |  |                    | 454.0 |  |                     |  | 18.6  |                   |  |  | 96.1             |  |  |       | 127.4 |  |             |  | 363.5 |       |  |  |     |  |  |  | 1,059.6 | 
|Intangible assets             |  |                    | 317.0 |  |                     |  | 4.0   |                   |  |  | 336.2            |  |  |       |      |  |             |  | 10.7  |       |  |  | 22.0 |  |  |  | 689.9   | 
|                              |  |                    |       |  |                     |  |       |                   |  |  |                  |  |  |       |       |  |             |  |       |       |  |  |      |  |  |  |         | 
|Total                         |  |                    | 771.0 |  |                     |  | 121.5 |                   |  |  | 432.3            |  |  |       | 419.2 |  |             |  | 438.2 |       |  |  | 22.0 |  |  |  | 2,204.2 | 
|                              |  |                    |       |  |                     |  |       |                   |  |  |                  |  |  |       |       |  |             |  |       |       |  |  |      |  |  |  |         | 



| | j) | Companys assets by geographic area at January 1, 2009
| | -- | ------------------------------------------------------



|                              |  |               |       |  |        |  |       |              |  |  |        |  |  |       |         |  |  |  |         | 
|----------------------------- |  | ------------- | ----- |  | ------ |  | ----- | ------------ |  |  | ------ |  |  | ----- | ------- |  |  |  | ------- | 
|                              |  | North America |       |  | Europe |  |       | Asia Pacific |  |  | Brazil |  |  | Total |        
|Accounts Receivable           |  |               | 63.6  |  |        |  | 198.9 |              |  |  | 16.2   |  |  |       | 176.0   |  |  |  | 454.7   | 
|Property, plant and equipment |  |               | 96.1  |  |        |  | 327.2 |              |  |  | 48.9   |  |  |       | 587.4   |  |  |  | 1,059.6 | 
|Intangible assets             |  |               | 1.6   |  |        |  | 2.0   |              |  |  | 0.5    |  |  |       | 685.8   |  |  |  | 689.9   | 
|                              |  |               |       |  |        |  |       |              |  |  |        |  |  |       |         |  |  |  |         | 
|Total                         |  |               | 161.3 |  |        |  | 528.1 |              |  |  | 65.6   |  |  |       | 1,449.2 |  |  |  | 2,204.2 | 
|                              |  |               |       |  |        |  |       |              |  |  |        |  |  |       |         |  |  |  |         | 



|44. | Events after the Balance Sheet date
|--- | -----------------------------------

In March 15, 2011, the Embraer defense and security business signed a contract to purchase 64.7% of the capital of the radar division of OrbiSat da Amazônia S.A. The deal, which is valued at R$
28.5 million, is an important strategic step to increase the participation of Embraer defense and security business in the Brazilian security system.

In April 12, 2011, the Embraer defense and security business announced the acquisition for R$36 million of 50% of the capital stock of Atech Negócios em Tecnologias S.A. with the purpose of
increasing our capacity for developing products and services in the area of C4I systems and improving our capabilities of providing integrated systems for the defense and security, command and control, air defense and air traffic control markets.
The acquisition will be submitted to the CADE for antitrust clearance.

In April 12 2011, the Embraer defense and security
business and AEL Sistemas, a subsidiary of the Israeli company Elbit Systems Ltd., announced the signature of a strategic agreement with the purpose of evaluating joint exploration prospects for unmanned aerial systems (UAS), including the potential
creation of a company to explore this segment with a majority participation of our defense and security business unit.

In
April 12, 2011, the Company entered into a framework agreement with AVIC for the implementation of a Legacy 600/650 production line in China, taking advantage of the infrastructure, financial resources and workforce of the HEAI, our joint
venture company with Harbin Aircraft Industry (Group) Co., Ltd. and Hafei Aviation Industry Co., Ltd., both subsidiaries of AVIC. This industrial cooperation program will focus on the production of the Legacy 600/650 family in China and aims to
serve the growing demand of the Chinese executive aviation market.

*        
*         *



F-83