This document discusses Embraer's capital reorganization and corporate governance improvements. Some key points:
- Embraer conducted a capital reorganization to finance expansion programs through equity markets, create acquisition currency, and improve market perception, liquidity, and governance.
- Its largest shareholders are pension funds and Brazil's development bank BNDES. It has American Depositary Shares listed on the NYSE.
- Governance improvements include an independent audit committee, disclosure policies, and adopting both Brazilian and US accounting standards.
- It manages risks through its leasing subsidiary ECC Leasing and monitoring the residual values of its aircraft.
- Embraer finances sales through a variety of sources including Brazil's development bank BN
The Indian Defence offset policy was enacted in 2005 and till date there had been no review of the projects executed. This is the first account of all contracts signed and executed till date.
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The Indian Defence offset policy was enacted in 2005 and till date there had been no review of the projects executed. This is the first account of all contracts signed and executed till date.
Life journey of Vijay Mallya from bang to bust along with all details like business owned by him,financial data,his interest and most important business strategy also.
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“The budget was the trigger for the fall. In the absence of major policy announcements, the markets just plummeted,” added Thunuguntla.
Dr. Kritsonis is Tenured Professor of Educational Leadership at Prairie View A&M University – Member of the Texas A&M University System. He teaches in the PhD Program in Educational Leadership. Dr. Kritsonis taught the Inaugural class session in the doctoral program at the start of the fall 2004 academic year. In October 2006, Dr. Kritsonis chaired and graduated the first doctoral student to earn a PhD in Educational Leadership at Prairie View A&M University. Since then, Dr. Kritsonis has chaired 22 doctoral dissertations along with serving as a committee member on many others.
“This whole week the markets have been falling, and this was going to happen anyway. The markets had rallied without fundamentals and were running on excess liquidity,” said SMC Capitals equity head Jagannadham Thunuguntla.
“The budget was the trigger for the fall. In the absence of major policy announcements, the markets just plummeted,” added Thunuguntla.
Dr. Kritsonis is Tenured Professor of Educational Leadership at Prairie View A&M University – Member of the Texas A&M University System. He teaches in the PhD Program in Educational Leadership. Dr. Kritsonis taught the Inaugural class session in the doctoral program at the start of the fall 2004 academic year. In October 2006, Dr. Kritsonis chaired and graduated the first doctoral student to earn a PhD in Educational Leadership at Prairie View A&M University. Since then, Dr. Kritsonis has chaired 22 doctoral dissertations along with serving as a committee member on many others.
This report was completed during the Fall 2009 Ohio University Business Cluster, it is a report on the overview of AMR and some recommendations for the company
2024.06.01 Introducing a competency framework for languag learning materials ...Sandy Millin
http://sandymillin.wordpress.com/iateflwebinar2024
Published classroom materials form the basis of syllabuses, drive teacher professional development, and have a potentially huge influence on learners, teachers and education systems. All teachers also create their own materials, whether a few sentences on a blackboard, a highly-structured fully-realised online course, or anything in between. Despite this, the knowledge and skills needed to create effective language learning materials are rarely part of teacher training, and are mostly learnt by trial and error.
Knowledge and skills frameworks, generally called competency frameworks, for ELT teachers, trainers and managers have existed for a few years now. However, until I created one for my MA dissertation, there wasn’t one drawing together what we need to know and do to be able to effectively produce language learning materials.
This webinar will introduce you to my framework, highlighting the key competencies I identified from my research. It will also show how anybody involved in language teaching (any language, not just English!), teacher training, managing schools or developing language learning materials can benefit from using the framework.
Synthetic Fiber Construction in lab .pptxPavel ( NSTU)
Synthetic fiber production is a fascinating and complex field that blends chemistry, engineering, and environmental science. By understanding these aspects, students can gain a comprehensive view of synthetic fiber production, its impact on society and the environment, and the potential for future innovations. Synthetic fibers play a crucial role in modern society, impacting various aspects of daily life, industry, and the environment. ynthetic fibers are integral to modern life, offering a range of benefits from cost-effectiveness and versatility to innovative applications and performance characteristics. While they pose environmental challenges, ongoing research and development aim to create more sustainable and eco-friendly alternatives. Understanding the importance of synthetic fibers helps in appreciating their role in the economy, industry, and daily life, while also emphasizing the need for sustainable practices and innovation.
How to Make a Field invisible in Odoo 17Celine George
It is possible to hide or invisible some fields in odoo. Commonly using “invisible” attribute in the field definition to invisible the fields. This slide will show how to make a field invisible in odoo 17.
The Roman Empire A Historical Colossus.pdfkaushalkr1407
The Roman Empire, a vast and enduring power, stands as one of history's most remarkable civilizations, leaving an indelible imprint on the world. It emerged from the Roman Republic, transitioning into an imperial powerhouse under the leadership of Augustus Caesar in 27 BCE. This transformation marked the beginning of an era defined by unprecedented territorial expansion, architectural marvels, and profound cultural influence.
The empire's roots lie in the city of Rome, founded, according to legend, by Romulus in 753 BCE. Over centuries, Rome evolved from a small settlement to a formidable republic, characterized by a complex political system with elected officials and checks on power. However, internal strife, class conflicts, and military ambitions paved the way for the end of the Republic. Julius Caesar’s dictatorship and subsequent assassination in 44 BCE created a power vacuum, leading to a civil war. Octavian, later Augustus, emerged victorious, heralding the Roman Empire’s birth.
Under Augustus, the empire experienced the Pax Romana, a 200-year period of relative peace and stability. Augustus reformed the military, established efficient administrative systems, and initiated grand construction projects. The empire's borders expanded, encompassing territories from Britain to Egypt and from Spain to the Euphrates. Roman legions, renowned for their discipline and engineering prowess, secured and maintained these vast territories, building roads, fortifications, and cities that facilitated control and integration.
The Roman Empire’s society was hierarchical, with a rigid class system. At the top were the patricians, wealthy elites who held significant political power. Below them were the plebeians, free citizens with limited political influence, and the vast numbers of slaves who formed the backbone of the economy. The family unit was central, governed by the paterfamilias, the male head who held absolute authority.
Culturally, the Romans were eclectic, absorbing and adapting elements from the civilizations they encountered, particularly the Greeks. Roman art, literature, and philosophy reflected this synthesis, creating a rich cultural tapestry. Latin, the Roman language, became the lingua franca of the Western world, influencing numerous modern languages.
Roman architecture and engineering achievements were monumental. They perfected the arch, vault, and dome, constructing enduring structures like the Colosseum, Pantheon, and aqueducts. These engineering marvels not only showcased Roman ingenuity but also served practical purposes, from public entertainment to water supply.
Operation “Blue Star” is the only event in the history of Independent India where the state went into war with its own people. Even after about 40 years it is not clear if it was culmination of states anger over people of the region, a political game of power or start of dictatorial chapter in the democratic setup.
The people of Punjab felt alienated from main stream due to denial of their just demands during a long democratic struggle since independence. As it happen all over the word, it led to militant struggle with great loss of lives of military, police and civilian personnel. Killing of Indira Gandhi and massacre of innocent Sikhs in Delhi and other India cities was also associated with this movement.
2. Capital Reorganization
• Financing the expansion
programs through the equity
capital markets
• Creation of an acquisition
currency for potential
expansions
• The increase in liquidity and
better market perception of the
Company
• The improvement in corporate
governance and transparency,
in addition to the listing in the
“Novo Mercado”,
3. October, 2006
Ordinary Shares: 738,699,207
Embraer Capital Structure
Sharholders with more than 5% participation
BOZANO
GROUP 11.1%
PREVI
(PENSION
FUND) 16.4%
SISTEL
(PENSION
FUND) 7.4%
BNDESPAR
6.3%
OTHERS NYSE
41.3%
OTHERS
BOVESPA
17.8%
5. • Board of Directors Composition:
Eight representatives elected by all Shareholders;
Two representatives indicated by the Employees;
One governament representative.
• Active Board of Directors & Permanent Fiscal Board acting as
an Audit Commitee.
Corporate Governance
6. Audit Comitee – Conselho Fiscal
• Composed of five members including one financial expert
• Elected in a annual general shareholders’ meeting
• Makes financial reporting recommendations to management and the
board
• Responsible for handling whistleblower complains
• Oversees the relationship between managers and external auditors
Corporate Governance
11. (53)(54)Provisions & Liabilities Recorded
(418)(415)Mutually Exclusive Exposure*
2,1562,177Off Balance Sheet Exposure
2,2092,127Estimated proceeds from performance
guarantees and underlying assets
906878RVGs
1,7211,768Maximum Financial Guarantees
June 30
2006
2005US$ million
The maximum potential payments represent the “worst-case scenario,” and do not
necessarily reflect the expected results 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.
*The residual value guarantees can only be exercised if the financial guarantees have expired without
having been triggered and therefore have not been combined to calculate the maximum exposure
Source: 20 F note 34
Off Balance Sheet Exposure
12. Trade-in options
Provide a customer with the right to trade-in existing aircraft upon the purchase of a new
aircraft.
The trade in price per aircraft is less than the original sales price of the aircraft and less
than management’s estimation for the future market value of the relevant aircraft.
6 Commercial jets are subject to trade-in
Of the total 914 firm orders and 133 options signed for the ERJ 145 family since 1996,
only 7 were trade-ins of EMB 120s (Brasilia).
Of the total 543 firm orders and 421 options signed for the EMBRAER 170/190 family
since 1999, only 6 included trade-in options.
Off Balance Sheet Exposure
14. ECC Leasing
Asset Management is responsible for all administration and technical issues
related to Embraer’s portfolio of pre-owned aircraft.
ECC Leasing Company Ltd (ECC Leasing) was
incorporated in Dublin (Ireland) on September 19th, 2002.
Main Responsibilities
• Manage Embraer’s pre-owned aircraft assets
• Vehicle for remarketing pre-owned aircraft resulting from
trade-in/up supporting new aircraft sales
• Manage remarketing obligations assumed by Embraer before
lenders or leasing companies
• Search for potential airlines on the market to acquire or lease the
aircraft from ECC Leasing’s portfolio
• Main focus on activities that involve Embraer products
• Manage activities of appraisal, acquisition, maintenance, leasing
and remarketing of pre-owned aircraft
15. Asset Management Remarketing Activities
5 ex-Rio Sul ERJ 145
Leased to Aerolitoral ( Mexico)
2005
7 ex-Rio Sul ERJ 145
Sold to FAB ( Brazil )
2005
1 ex-Rio Sul ERJ 145
Sold to DPF ( Brazil )
2005
2 ex-Rio Sul ERJ 145
In advanced negotiation
with potential customer
7 ex-Rio Sul EMB 120
Sold to FAB ( Brazil )
2005
1 EMB 120
In advanced negotiation
with potential customer
16. 2 ex-LOT ERJ 145
Leased to BMI ( England )
2006
2 EMBRAER 170 Pre-Series
Leased to Paramount ( India )
2005/2006
1 ex-LOT ERJ 145
Leased to Lagunair (Spain )
2006
Asset Management Remarketing Activities
2 ex-LOT ERJ 145
Leased to Satena ( Colombia )
2006
1 EMB 120
Sold to CVRD ( Brazil )
2006
17. Asset Management Remarketing Activities
1 EMBRAER 170 Pre-Series
Leased to Satena ( Colombia )
2006
1 EMB 170 Pre serie
Leased to Air Caraïbes
(Guadeloupe)
2006
2 Legacy
Sold to FAB ( Brazil )
2006
19. Parked Aircraft - World
Source: BACK (Operator Category: Scheduled Airline, Non Scheduled, Leasing and Financial Institution)
Seat Segment
0
100
200
300
400
500
600
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
set/06
NumberofAircraft
30 - 60 61 - 90 91 - 120
Jet Aircraft (Western Built)
(as of Sep 05, 2006)
Seg Manuf.
Number
of Parked
Aircraft
%
% of
Fleet
Parked
Boeing 149 53% 12%
Douglas 86 30% 28%
Fokker 29 10% 11%
BAe 19 7% 15%
Airbus 0 0% 0%
Embraer 0 0% 0%
Total 283 100% 15%
BAe 52 51% 25%
Fokker 45 45% 30%
Douglas 2 2% 8%
Bombardier 2 2% 1%
Embraer 0 0% 0%
Total 101 100% 12%
Bombardier 82 71% 8%
Fairchild 30 26% 32%
Embraer 4 3% 0%
Total 116 100% 6%
91-12061-9030-60
20. ERJ 145 LR
Year over Year Residual Value Curve
New Aircraft – Uninflated Values 2005 & 2006 Values
0
2
4
6
8
10
12
14
16
18
20
year 1
year 2
year 3
year 4
year 5
year 6
year 7
year 8
year 9
year 10
year 11
year 12
year 13
year 14
year 15
year 16
US$Million
2nd half 2005 2nd half 2006
21. EMBRAER 170 LR
Year over Year Residual Value Curve
New Aircraft – Uninflated Values 2005 & 2006 Values
0
5
10
15
20
25
30
year 1
year 2
year 3
year 4
year 5
year 6
year 7
year 8
year 9
year 10
year 11
year 12
year 13
year 14
year 15
year 16
US$Million
2nd half 2005 2nd half 2006
22. EMBRAER 190 AR
Year over Year Residual Value Curve
New Aircraft – Uninflated Values 2005 & 2006 Values
0
5
10
15
20
25
30
35
year 1
year 2
year 3
year 4
year 5
year 6
year 7
year 8
year 9
year 10
year 11
year 12
year 13
year 14
year 15
year 16
US$Million
2nd half 2005 2nd half 2006
26. Financing Source Forecast
* Commercial Aircraft Forecast
Capital MKT
5%
Banks &
Leasing Co
BNDES
20%
Forecasted FY 2006 to FY 2008 financing to commercial aviation:
27. Diversification of Financing Sources -
USA
We obtained positive results in contacting banks and investors, searching
new mechanisms and sources for financing our customers. Among them,
we shall emphasize:
Alexander Hamilton Debis Air Finance MetLife Capital
Alliance Capital Fifty Third Bank Mitsui
American State Bank Finova Nation City
Ameritech Credit Corp. Fleet Bank Phillip Morris
Attransco GATX South Trust
Bank First Teachers Insurance
Bank of America ICX Corp. The Cit Group
Bell Atlantic Integra Transamerica
BNY Capital Funding Jefferson Pilot Life Travellers Insurance
Chrysler Capital Corp. John Hancock Wachovia Bank
Comerica JP Morgan Chase Zions Credit Corp
28. Diversification of Financing Sources
Rest of World
Banco Austria Austria
Barclays United Kingdom
BCI Italy
Bell Atlantic United States
BNP France
CALL United Kingdom
Citibank New York - London - Asia
Coronation Ireland
Credit Lyonnais France
Deustch Bank Germany
Die Nationale Investeringsbank Netherlands
Hamburgische Landesbank Germany
HSH Nord Bank AG Germany
Ingepar France
Landesbank Sachsen Girozentrale Germany
Lloyds Bank PLC United Kingdom
Natexis France
Norddeutsche Landesbank Girozentrale Germany
Royal Bank Leasing Ltd. United Kingdom
Standard Chartered United Kingdom
Transasian Air Australia
34. Net Revenue by Segment
9M06 9M05
Defense and
Government
6%
Executive
Aviation 13%
Customer
Services and
Others 15%
Commercial
Aviation 67% Defense and
Government
12%
Executive
Aviation 6%
Commercial
Aviation 72%
Customer
Services and
Others 10%
35. US$ million
Net Revenues and Gross Margin – US GAAP
2,723
3,830
3,441
2,144
2,526
2,927
28.4%
39.4%
37.7%
34.1%
30.2%
39.6%
2001 2002 2003 2004 2005 9M06
Net Revenue Gross Margin
37. US$ Million
Income from Operations- US GAAP
651
470
265
544
505
218
22.3%
18.6%
12.3%
13.2%
8.0%
15.8%
2001 2002 2003 2004 2005 9M06
Income from Operations Margin
40. R$ million
Net Income – BR GAAP
1.101 1.179
587
1.281
709
406
16%
15%
9%
13%
8%
7%
2001 2002 2003 2004 2005 9M06
lucro líquido Margem
41. BR GAAP
Differences between accounting and fiscal records
US GAAP
All BR GAAP and US GAAP accounting differences are considered
to calculate the deferred income tax
18.0%
25,9%
9M06
19,7%20,8%29,8%26,6%30,6%BR GAAP
25.8%
2003
22.7%
2004
8.4%45.6%40.3%US GAAP
200520022001
Effective Tax Rates
Effective Tax Rate
42. Effective Tax Rate – 9M06
US GAAP BR GAAP
US$ THOUSANDS R$ THOUSANDS
Income Before taxes 329,958 565,197
Nominal expense 34% tax rate 112,186 192,167
Permanent additions 5,742 35,675
Permanent exclusions (1,679) (18,369)
Interest on Shareholders Equity (34%) (32,041) (70,304)
Other items (24,753) 7,061
Total expenses 59,455 146,230
Effective tax rate 18.0% 25.9%
44. US$ Million
R$ million
US GAAP BR GAAP
Others Com m ercial Airline Market
Accounts Receivable Breakdown
302 351 346 332 368
488
100 136 140 32
3Q05 4Q05 1Q06 2Q06 3Q06
577
823 754 719
1,085
233
302
797
70294
3T05 4T05 1T06 2T06 3T06
45. US$ Million
R$ million
US GAAP BR GAAP
Aircraft Financing Support
488
100
136 140
32
278 229
174
164
3Q05 4Q05 1Q06 2Q06 3Q06
1,085
233 302294
70
651 497
378
357
3T05 4T05 1T06 2T06 3T06
C o stu m e ra n d C o m m e rc ia lF in a n c in g
A c c o u n t s R e c e i v a b le s
C o s t u m e r a n d C o m m e r c i a l
F i n a n c i n g
u
46. US$ Million
Inventories
R$ Million
US GAAP
BR GAAP
1,601
1,511
1,648 1,639
1,886
3Q05 4Q05 1Q06 2Q06 3Q06
4,053
3,967
4,115
3,971
4,417
3T05 4T05 1T06 2T06 3T06
47. US$ Million
Net Cash (Debt) Position
R$ Million
US GAAP BR GAAP
1,102
216
843
1,139657
3T05 4T05 1T06 2T06 3T06
97
360
302
527 507
3Q05 4Q05 1Q06 2Q06 3Q06
48. Total Debt of US$ 1,599.8 Million
• Average cost in R$ = 8.5 % p/a
• Average cost in US$ =7.2 % p/a
Loans
Loans Average Maturity: 1 year and
11 months
Brazilian
Currency
25%
Foreign
Currency
75%
Short Term
48%
Long Term
52%
50. Emissão de Bond
Sumário dos termos
Sumário dos termos
Emissor: Embraer Overseas Limited
Guarantidor: Empresa Brasileira de Aeronáutica S.A.
Principal: US$ 400 milhões
Formato: 144 A/ Reg S com Registration Rights
Ratings: Baa3/BBB- (Moody/S&P)
Vencimento: 24 de Janeiro de 2017
Coupon: 6,375%
Yield: 6,466%
Spread sobre UST: 168 bps
Preço: 99,289%
Joint Bookrunners: J.P. Morgan Securities Inc. e
Citigroup
Tombstone
Tombstone
20 de outubro de 2006
6,375% Bonds com Vencimento em 2017
US$400.000.000