[GRAPHIC OMITTED]

US GAAP

Common Shares
- -------------
Bovespa:  EMBR3

Preferred Shares
- ----------------
Bovespa: EMBR4
NYSE: ERJ
1 ADS = 4 Pref. shares

www.embraer.com

EMBRAER INVESTOR RELATIONS

Anna Cecilia Bettencourt
Gustavo Poppe
Milene Petrelluzzi
Paulo Ferreira

Phone:  55 12 3927 1216
mercapit@embraer.com.br


                                    EMBRAER

                                [GRAPHIC OMITTED]

                      EMPRESA BRASILEIRA DE AERONAUTICA S/A


                  REPORTS FOURTH QUARTER AND FULL YEAR OF 2002
                                EARNINGS RELEASE

    The company's operational and financial information is presented, except
  where otherwise indicated, on a consolidated basis in United States dollars
(US$) in accordance with US GAAP. The financial data presented in this document
 for the year ended December 31, 2001 are derived from our financial statements
 audited by Deloitte Touche Tohmatsu and the financial information for the 4th
quarter 2001 and 2002 as well as for the year ended December 2002 are unaudited.
 In order to better understand the Company's operating performance, we are also
presenting at the end of this release certain information in accordance with the
                  Brazilian Corporate Law ("Brazilian GAAP").

Sao Jose dos Campos, March 26, 2003 - Embraer (BOVESPA: EMBR3, EMBR4) (NYSE:
ERJ), one of the leading commercial aircraft manufacturers in the world,
registered in FY2002 net sales of US$2,525.8 million and net income of US$222.6
million, equivalent to diluted earnings per ADS of US$1.3095. The order backlog
as of December 31, 2002 totaled US$22.2 billion, US$9.0 billion in firm orders
and US$13.2 billion in options, not considering the effect of SWISS contract
changes announced March 25, 2003. (See recent developments).

2002 In Perspective

The terrorist attacks in the United States on September 11, 2001 have resulted
in a high level of uncertainty for the worldwide airline industry. Many airlines
faced immediate declines in airline travel, credit downgrades and liquidity
concerns. In addition, the global economy has experienced significant volatility
and weakness. In response to these events, many airlines, reduced their flight
schedules for the long-term, announced significant lay-offs, rescheduled
aircraft deliveries and, in some cases, have filed for bankruptcy protection.

We believe one of our major strengths is the flexibility of our production
processes and our operating structure, including our risk-sharing partnerships,
which are designed to minimize fixed costs, allowing us to increase or decrease
our production in response to market demand without significantly impacting our
margins. We believe this flexibility has enabled us to strengthen our
relationships with our customers and positions us well for the future.

During 2002, 131 aircraft were delivered, 82 ERJ 145, 36 ERJ 140 and 3 ERJ 135
jets in the commercial aviation segment, 7 Legacy Executive jets and 1 Legacy
Shuttle in the corporate aviation segment, as well as one 1 EMB 135 and 1 EMB
145 for the defence market and government support operations.

Despite the unfavourable industry and macro-economic conditions, Embraer kept
its strategy on course for the future, its corporate trajectory based and
founded on confidence in its core skills and capabilities, on partnerships with
clients and suppliers and on expanding the company's global presence. Over the
past few years, the company has maintained a high level of investment in
technology, developing new products, improving industrial production efficiency
and productivity, as well as motivating its highly-qualified employees.

                                                                               1



First flight of the      As a result of new product development, 19 February
EMBRAER 170 on           2002 saw the maiden flight of the EMBRAER 170
February 19, 2002.       prototype. From the initial design stage, the
                         development and building of the EMBRAER 170 took only
                         28 months, with participation by hundreds of Embraer's
                         engineers and technicians, together with 16
                         risk-sharing partners and 22 other main equipment and
                         component suppliers. The design not only uses new
                         concepts, such as a double bubble fuselage, which
                         offers greater space and comfort for passengers, but
                         also fly-by-wire technology, whose primary electric
                         commands are generated by computer.

                         In the defence segment, Embraer delivered to the
                         Brazilian Air force (FAB) the first five aircraft that
                         form part of the Amazon Surveillance System (SIVAM).
                         Four EMB 145 SA aircraft are to be used in the Airborne
                         Early Warning System and Control and 1 EMB 145 RS is to
                         be used for Remote Monitoring.

                         Embraer has continued to expand its global presence and
                         has shown its determination to win new markets. On 2
                         December 2002 Embraer signed a joint venture agreement
                         with the Chinese companies Harbin Aircraft Industry
                         Group Co. and Hafei Aviation Industry Co. Ltd., both
                         subsidiaries of the China Aviation Industry Corporation
                         II - AVIC II. The joint venture, 51% owned by Embraer,
                         was established to build a plant in the city of Harbin
                         - in the Northeast of China -for the final assembly,
                         sale and after-sales support of the ERJ 145 jet family
                         in the Chinese market. This joint venture company has
                         been named Harbin Embraer Aircraft Industry Company,
                         Ltd.

                         In addition, with the aim of establishing a maintenance
                         and service base to cater to the growing fleet of
                         regional aircraft in the North American market, Embraer
                         acquired from Reliance Aerotech Inc. the operational
                         assets of Celsius Aerotech Inc., located in Nashville -
                         Tennessee, and began operating this Service Center in
                         March.

                         At the end of another fiscal year, the company managed
                         to maintain relative economic and financial stability
                         in its industry and provide an adequate return on
                         investment to shareholders. Embraer reaffirms its
                         central philosophy of keeping its goals strongly
                         aligned to those of its customers, providing high
                         quality customer satisfaction and creating shareholder
                         value and value for its employees and the aviation
                         market as a whole.

Organizational           To this end, in the beginning of 2003 the company
restructuring to         completed an organizational restructuring, which aims
improve customer         to make Embraer's presence in relation to the market
satisfaction.            and its clients more direct and more efficient,
                         particularly in terms of its customers' cost/benefit
                         analysis. Under this new structure, Commercial Aviation
                         and Corporate Aviation were consolidated into Civil
                         Aviation and Client Services activity has been
                         incorporated into the main business areas - the newly
                         formed Civil Aviation, and Defence Aviation.
                         Furthermore, these business areas also incorporate the
                         engineering support functions for the company's
                         products. The fundamental objective of this new
                         structure is to reinforce the chain of command with
                         integrated action, seeking to increase the speed at
                         which customer demands are met and consequently
                         improving customer satisfaction levels at all stages.

                         We believe the trend in the commercial aviation market
                         will be the transition from larger to smaller aircraft
                         equipped with modern technology, as routes are
                         rationalized and operational efficiency is improved.
                         Embraer's new jet family fits ideally with this trend,
                         adding to its already very successful ERJ 145 family
                         with its EMBRAER 170/190 family in the 70 to 108-seat
                         category.

                                                                               2



4th Quarter 2002 Highlights

                    o    Net sales for the 4Q02 were US$ 798.2 million, 37.5%
                         higher than the sales of US$ 580.6 million in the 3Q02.

                    o    Net income in 4Q02 was US$ 77.4 million, equivalent to
                         diluted earnings per ADS of US$ 0.4463.

                    o    A total of 41 jets were delivered in 4Q02: 36 jets to
                         the Commercial Aviation market and 5 Legacy to the
                         Corporate Aviation market.

                    o    On October 22, 2002, the 2,000 nautical-mile-range ERJ
                         145 XR was certified by FAA. The initial deliveries to
                         ExpressJet Airlines started after that.

                    o    In December 2002, Embraer announced the joint-venture
                         in China with AVIC II, China Aviation Industry Corp.
                         II, for the production of ERJ145 family aircraft.
                         Embraer owns 51% of the JV, named Harbin Embraer
                         Aircraft Industry Company Ltd..

                    o    On December 19, 2002, Embraer announced the delivery of
                         two ERJ 145 to PB Air, the first Embraer regional jet
                         operating regular commercial routes in southeast Asia.

                                                                               3



                         The following is a comparative analysis of the selected
                         financial data of Embraer's consolidated statement of
                         income for the three months ending December 31, 2001
                         and 2002 (4Q01 and 4Q02) and for the Fiscal Years
                         ending December 31, 2001 and 2002 (FY2001 and FY2002).

Reclassification of      Please note that effective January 01, 2002, the
US$30.5 million          Company changed the classification of certain items
from Cost of Sales       previously classified as Cost of Sales and Services.
and Services to          These expenses relate primarily to information
SG&A expenses and        technology, various kinds of support and training &
US$14.1 million          education. The Company believes that such expenses are
from Other               more appropriately classified as General &
Operating                Administrative expenses. All previously reported
Expenses, net to         amounts have been restated to reflect this
R&D.                     reclassification. The effect was a reclassification of
                         US$ 30.5 million from Cost of Sales and Services to
                         SG&A in FY2001 and US$ 9.7 million for the three months
                         ended on December 31, 2001. The effects of this
                         reclassification did not impact net income.

                         To provide a better visibility regarding the research
                         and development related contributions that we receive
                         from certain of our suppliers, we decided, effective as
                         of January 01, 2002 to include certain amounts received
                         as contribution from suppliers in R&D expenses, which
                         had previously been classified as Other Operating
                         Expenses, net. As a result, for FY2001 and the three
                         months ended December 31, 2001, we reclassified US$14.1
                         million, of contributions received from suppliers, from
                         Other Operating Expenses, net to R&D expenses. This
                         reclassification caused R&D Expense to decrease from
                         US$113.7 in FY2001 to US$99.6 million in FY 2002 and
                         from US$34.2 million in the three months ended December
                         31, 2001 to US$20.1 million in the three months ended
                         December 31, 2001.



                                                    Three months ended                        Year ended
Income Statement                                        December 31,                          December 31,
                                                  --------------------------------------------------------------
                                                  2001              2002               2001                 2002
- -----------------------------------------------------------------------------------------------------------------
                                                  US$               US$                US$                  US$
                                                              In US$ millions, except % and earnings per ADS
                                                                                                
Net Sales                                         617.2             798.2              2,927.0              2,525.8
Gross Profit                                      241.5             312.3              1,157.8                994.1
Gross Margin (%)                                   39.1              39.1                 39.6                 39.4
Operating Expenses                                (87.2)           (113.8)              (363.1)              (341.1)
Research and development                          (20.1)            (45.8)               (99.6)              (158.6)
Employee profit sharing                           (20.9)            (10.2)               (43.7)               (25.2)
Income from operations                            113.4             142.4                651.4                469.6
Operating margin (%)                               18.4              17.9                 22.3                 18.6
Depreciation and
Amortization                                       14.6              14.9                 46.4                 55.6
Interest income (expenses), net                    (4.4)             (4.0)                69.0                 30.8
Financial transaction gain (loss), net             21.6              (6.1)              (170.2)               (86.0)
Other non-operating income (expense) net           (4.4)             (0.5)                (8.4)                (1.4)
Income before income taxes                        126.2             131.9                541.8                413.0
Provision for income taxes                        (37.6)            (53.4)              (218.4)              (188.5)
Minority interest                                   0.9              (1.1)                (0.4)                (1.9)
Cumulative effect of accounting change                -                 -                  5.4                    -
Net income                                         89.5              77.4                328.4                222.6
Net margin (%)                                     14.5               9.7                 11.2                  8.8
Earnings per ADS - basic (1)                     0.5399            0.4487               2.1104               1.3192
Earnings per ADS - diluted (1)                   0.5397            0.4463               2.0130               1.3095

- --------------------
(1) Note: Earnings per ADS already reflects the 14.21% stock dividend in
preferred shares of March 2002.

Deliveries, Net Sales and Gross Margin

ERJ145 XR sales          In 2002, 131 aircraft were delivered in comparison to
and growth in            161 in 2001. Net sales in FY2002 totaled US$ 2,525.8
Corporate Aviation       million, 13.7% lower than the US$ 2,927.0 million
offsets downturn in      recorded in 2001. The decrease in Embraer's net sales
Commercial               during the period is primarily a consequence of the
Aviation.                reduction in aircraft deliveries to the regional market
                         since

                                                                               4


                         September 2001. However, a better sales mix in the
                         commercial aviation segment, with the delivery of 18
                         ERJ 145 XR - a 2,000 nm-range-version of the ERJ 145,
                         the 99.6% growth in corporate aviation revenues,
                         following the initial deliveries of the Executive and
                         Shuttle versions of the Legacy and sustained Defence
                         revenues, helped partially offset the downturn in
                         commercial aviation.

                         Net sales for 4Q02 totaled US$ 798.2 million, 29.3%
                         higher than the 4Q01 net sales of US$ 617.2 million.
                         During 4Q02, 36 jets were delivered to the regional
                         market, of which 28 were ERJ 145, six ERJ 140 and two
                         ERJ 135. In addition to the deliveries to the regional
                         market, four Executive and one Shuttle Legacy aircraft
                         were delivered to the corporate market. In 4Q01, 31
                         jets from the ERJ 135/140/145 family and three aircraft
                         for governmental transportation were delivered.


Jet Deliveries              3rd Quarter          4th Quarter         Full Year
Per Market               2001       2002      2001       2002      2001     2002
- --------------------------------------------------------------------------------
Commercial
    ERJ 135                7          -         2          2        27       3
    ERJ 145               22         18         15        28        104      82
    ERJ 140                8         10         14         6        22       36

Defence
    EMB 135                1          -         -          -         2       -
    Legacy                 -          1         -          -         -       1
    EMB  145               -          -         1          -         1       1

Corporate
    EMB 135                3          -         2          -         5       -
    Legacy / Shuttle       -          1         -          5         -       8

Total                     41         30         34        41        161     131

Corporate                In 2002, net sales in Commercial Aviation were 83.6% of
Aviation sales in        total sales, as compared to 87.2% in 2001. This
2002 reached             reduction is in line with our strategy of revenue
US$144.9 million         diversification and also reflects the reduction in
                         sales in the commercial aviation segment. Corporate
                         Aviation net sales grew by 99.6% in 2002, reaching
                         US$144.9 million, as the initial deliveries of the
                         Legacy followed the certification by CTA, JAA and FAA,
                         and represented 5.7% of total sales, compared to 2.5%
                         in 2001. The 2002 Defence net sales of US$127.3 million
                         were 2.7% above the FY2001 level, growing from 4.2% to
                         5.0% of total sales. Net sales include revenues from
                         customer services & other related business, which
                         dropped by 19.4% in 2002, mainly due to the effect of
                         the devaluation of the R$ in R$-based sales, and was
                         reduced from 6.1% to 5.7% of total sales. In 4Q02 the
                         commercial aviation sector represented 80.7%, defence
                         aviation 5.0%, corporate aviation 11.0% and customer
                         services & other related business 3.3% of total net
                         sales.



Net Revenues                         Three months ended December 31    Year ended December 31,
Per Segment                                 2001           2002          2001          2002
- ---------------------------------------------------------------------------------------------------
                                         US$     %      US$     %     US$     %     US$     %
In Millions
- ----------------------------------------------------------------------------------------------------

                                                                               5



                                                                        
Commercial Aviation                     512.5   83.0   644.3   80.7   2,552.5   87.2   2,110.4  83.6

Defence Aviation                         31.9    5.2    40.0    5.0     124.0    4.2     127.3   5.0

Corporate Aviation                       29.6    4.8    87.8   11.0      72.6    2.5     144.9   5.7

Customer Services and other              43.2    7.0    26.2    3.3     177.9    6.1     143.3   5.7
related businesses

Total                                   617.2  100.0   798.3  100.0   2,927.0  100.0   2,525.9 100.0


                         In 2002, gross profit was US$ 994.1 million, 14.1%
                         lower than the US$ 1,157.8 million in FY 2001, mainly
                         due to the reduction in commercial aircraft deliveries.
Despite the              Gross margin in FY 2002 was relatively stable at 39.4%,
decrease in              compared to 39.6% in FY 2001, despite the decrease in
deliveries, Gross        aircraft deliveries.
Margin was
stable at 39.4%.         Gross margin in 4Q02 was also relatively stable when
                         compared to the margin during 4Q01.

                         SG&A Expenses

                         In 2002, SG&A expenses were down to US$320.7 million
                         from US$332.8 million during 2001. This reduction
                         reflects the effect of the R$-devaluation on
                         R$-denominated expenses, offset by a US$15.0 million
                         provision for financial guarantees, which began to be
                         incurred in 3Q02, and by an increase of US$11.6 million
                         in product guarantees.

                         In 4Q02, SG&A Expenses reached US$98.5 million,
                         compared to US$ 79.7 million in 4Q01. This increase
                         also primarily reflects the US$ 11.2 million provision
                         for financial guarantees and the increase of US$ 13.5
                         million in product guarantees.

                         Other Operating Expense, net

                         Other Operating Expense, decreased to US$20.4 million
                         in 2002 from US$29.5 million in 2001. This decrease is
                         mainly attributed to a non-recurring US$4.5 million
                         expense related to restructuring costs after September
                         11 and US$2.7 million reduction in product
                         modification. Please see R&D comments below.

                         Research and Development (R&D)

R&D expenses             In FY2002, R&D expense was US$ 158.6 million an
reached                  increase from US$99.6 million in FY2001. This increase
US$158.6                 was mainly related to the development of the EMBRAER
million.                 170/190 family and also to the certification of the
                         Executive and Shuttle version of the Legacy and of the
                         ERJ 145 XR.

                         In 4Q02, R&D reached US$45.8 million as compared to
                         US$ 20.1 million in 4Q01, as the development of the
                         larger versions of the EMBRAER 170/190 family are
                         advancing.

                         The R&D expenses during 2003 and 2004 are estimated to
                         be US$167.0 million in 2003 and US$187.0 million in
                         2004, with the following breakdown:

                         US$ MM            2003   2004
                         --------------------------------
                         Total R&D         167     187
                         Commercial        126     72
                         Corporate         14       3
                         Others            27      112

                         To provide a better visibility, we reclassified US$14.1
                         million related to Contribution from Suppliers, from
                         Other Operating Expenses, net to R&D expenses.
                         Therefore the amount reported in FY2001 of US$113.7
                         million was restated to US$99.6 million.

                         Employee Profit Sharing

                                                                               6


                         Employee Profit Sharing is subject to meeting
                         operational goals established at the beginning of the
                         year and is based on dividends distributions during the
                         year to shareholders. Employee profit sharing was
                         reduced to US$ 25.2 million in FY2002 from US$43.7
                         million in FY2001, reflecting the lower net income and
                         the devaluation of the Real. In 4Q02, this amounted to
                         US$ 10.2 million compared to US$ 20.9 million
                         registered in 4Q01.

                         Income from Operations

                         In FY2002, income from operations, including equity in
                         income from affiliates and stock compensation expense
                         and employee profit-sharing, was down to US$ 469.6
                         million from US$651.4 million in FY2001. Embraer
                         achieved operating margins of 18.6% in FY2002, in
                         comparison to 22.3% in FY2001.

                         In 4Q02, income from operations reached US$142.4
                         million, with a margin of 17.9% in comparison to
                         US$113.4 million and margin of 18.4% in 4Q01.


                         Interest Income (Expense), net

                         In FY2002, Interest Income (Expense), net was reduced
                         to US$30.8 million from US$69.0 million in FY2001, as a
                         result of the higher average balance of the net cash
                         position during 2001 and of the effect of the R$
                         devaluation on R$-denominated interest income. In 4Q02,
                         Embraer recorded net interest expense of US$ 4.0
                         million, due to the reduction in net cash balance and
                         the appreciation of the R$ during 4Q02, at the same
                         level as the net interest expense of US$4.4 million
                         registered in 4Q01 (see "Financial Management").

                         Financial Transaction Gain (Loss), net

Net Financial            Embraer uses the dollar as the functional currency for
Transaction Loss         US GAAP, and the variations in this item refer mainly
reduced in               to the remeasurement of monetary assets and liabilities
FY2002, due to           denominated in other currencies that are adjusted to
the increase of the      the dollar at the end of each period. This item is also
fair market value        influenced by the net result of hedges that are marked
of the hedges.           to market. Net Financial Transaction Loss in FY2002 was
                         US$86.0 million, 49.5% lower than the US$170.2 million
                         registered in FY2001, despite the higher devaluation of
                         the Real in 2002, due to the increase of the fair
                         market value of the hedges.

                         During 4Q02, net Financial Transaction Loss reached US$
                         6.1 million, due to the appreciation of the Real and
                         the decrease during the quarter of the fair market
                         value of hedges, as compared to a net Financial
                         Transaction Gain of US$21.6 million during 4Q01.

                         Provision for Income Taxes

                         Our provision for income taxes decreased from US$218.4
                         million in FY2001 to US$188.5 million in FY2002 mainly
                         due to lower taxable profits under the Brazilian
                         Corporate Law financial statements. Our effective tax
                         rate in 2002 was 45.6% as compared to 40.3% in 2001, as
                         further compared to a statutory tax rate in each year
                         of 34%. The difference between the statutory rate and
                         the effective rates is due to differences in income
                         before income taxes under U.S. GAAP and the taxable
                         income calculated under the Brazilian Corporate Law.

                         In 4Q02, Embraer recorded a total provision of US$ 53.4
                         million for income taxes, which represents an effective
                         tax rate according to US GAAP of 40.5%, compared to
                         US$37.6 million during 4Q01, with an effective tax rate
                         of 29.8%.


                         Net Income

                                                                               7


                         In FY2002, net income was US$ 222.6 million (equivalent
                         to US$1.3095 per diluted ADS), or 8.8% of net sales,
                         while net income for FY2001 was US$ 328.4 million
                         (equivalent to US$ 2.0130 per diluted ADS), or 11.2% of
                         net sales.

                         Embraer's net income in 4Q02 of US$ 77.4 million
                         (equivalent to US$ 0.4463 per diluted ADS) was lower
                         than the net income of US$89.5 million in 4Q01
                         (equivalent to US$ 0.5397 per diluted ADS). Net income
                         as a percentage of net sales in 4Q02 was 9.7%, compared
                         with the 14.5% in 4Q01.

                         Basic and diluted earning per ADS for the 4Q01 and FY01
                         have been restated to reflect the 14.21% stock dividend
                         in preferred shares that occurred in March 2002.

                         Financial Management

                         As of December 31, 2002 Embraer`s cash and cash
                         equivalents were US$ 656.8 million. On the same date
                         indebtedness totaled US$ 552.6 million. Therefore the
                         Company had a net cash position (cash and cash
                         equivalents minus bank debt) of US$ 104.2 million.



                          Balance Sheet and       Nine Months Ended        Year Ended December      Year Ended December
                             Other Data           September 30, 2002                  31, 2001                 31, 2002
                         -----------------------------------------------------------------------------------------------
                                                                    In US$ million
                         -----------------------------------------------------------------------------------------------
                                                                                                       
                         Cash and cash
                         equivalents                               760.1                  749.3                   656.8
                         Accounts receivable                       245.3                  632.8                   610.6
                         Collateralized accounts
                         receivable                                311.0                  322.3                   288.9
                         Inventories                               962.6                1,037.8                   880.3
                         Total assets                            3,367.5                3,560.8                 3,632.5
                         Bank debt                                 542.9                  771.7                   552.6
                         Non recourse debt                         311.0                  322.3                   288.9
                         Total liabilities                       2,316.5                2,540.4                 2,542.3
                         Net cash (debt)                           217.2                 (22.4)                   104.2
                         Shareholders' equity                    1,051.0                1,020.4                 1,090.2


                         Indebtedness

Long-term                During the last year the company extended its
indebtedness             indebtedness profile and as a result, on December 31,
reached 55.8% on         2002, 55.8% of Embraer`s total indebtedness is
Dec. 31, 2002.           long-term financing, compared with 31.7% on December
                         31,2001.

                         Embraer also decided to partially convert its Japanese
                         yen and US dollar denominated debt to R$-related
                         interbank interest rates (CDI). Therefore, out of the
                         total US dollar and other currency indebtedness of US$
                         528.5 million, 51.5%, or US$ 272.4 million is indexed
                         in R$. When considering the effect of these hedges, out
                         of the total company indebtedness of US$ 552.6 million,
                         42.1% or US$ 232.5 million primarily refers to US$
                         borrowing with a weighted average cost of 5.2% per
                         annum. The remaining US$ 320.1 million, equivalent to
                         57.9% of the total debt, is financed in Brazilian
                         currency at a weighted average interest rate of 17.2%
                         per annum, equivalent to 83.1% of the CDI.

                         Cash

                         Of the total cash and cash equivalents balance of
                         US$656.8 million, 57.3% is comprised of investments in
                         R$ and the remaining 42.7% primarily in US dollars. The
                         Embraer cash investment strategy is based on prospects
                         of future investments, which are mostly denominated in
                         R$.

                         Accounts Receivable and Inventories

                         Since September 2001, Embraer has supported the
                         delivery of aircraft to certain customers that were
                         concluding their financing agreements. This support has
                         caused

                                                                               8



                         its accounts receivables in the recent quarters to be
                         more volatile, compared to its historical trends. On
                         December 31, 2002, there was a balance of US$ 610.6
                         million in short-term accounts receivable in comparison
                         to US$ 200.6 million, as of September 30, 2002, and US$
                         596.8 million as of December 31, 2001, related to
                         aircraft delivered whose financing arrangements are in
                         the process of being finalized. As of December 31, 2002
                         approximately 64% of the short-term accounts receivable
                         are related to financing already approved by the BNDES
                         which the disbursement is expected for the first half
                         of 2003 and the remaining 26% its financing structure
                         is being negotiated and finalized.

                         Short-term inventories decreased US$ 81.5 million
                         between December 31, 2002 and September 30, 2002. This
                         decrease was related to ERJ145 family inventory
                         reductions, partially offset by the inventories for the
                         EMBRAER 170 development, which currently has six
                         prototypes carrying out the flight certification
                         campaign and to the increase in deliveries during the
                         4Q02.

                         Non-Recourse Debt & Collateralized Accounts Receivable

                         Some of Embraer's sales transactions are structured
                         financings through which an Special Purpose Entity
                         (SPE) purchases aircraft from Embraer, pays Embraer the
                         full purchase price on delivery and then leases the
                         related aircraft to the ultimate customer. The SPE is
                         formed by a third party financial institution to
                         facilitate their financing of an aircraft purchase and
                         the credit risk and the management responsibility
                         associated with the SPE remain with such financial
                         institution. Under U.S. GAAP, sales transactions made
                         through a SPE must be consolidated if the equity
                         contribution of independent third parties is less than
                         3% of the fair value of the SPE's assets, as discussed
                         in EITF 90-15. Some of the SPEs through which Embraer
                         sells aircraft were formed without any equity
                         contribution and, therefore, must be consolidated.
                         Under Brazilian GAAP, since Embraer does not guarantee
                         these transactions nor finance its customers, these
                         SPEs are not consolidated in the company's financial
                         statements.

                         The effect of consolidating these SPE's resulted in an
                         additional amount of non-recourse debt in December 31,
                         2002 and September 30, 2002 of US$288.9 million and
                         US$311.0 million, respectively, and an additional
                         amount of collateralized accounts receivable in the
                         same amounts. The impact on the consolidated statements
                         of income and cash flows were not material as the terms
                         of the underlying lease and the debt are substantially
                         the same. The non-recourse debt is collateralized in
                         favor of the financial institution by accounts
                         receivable and by the financed aircraft.

                         Capital Expenditures

                         Productivity and Improvements in Industrial Efficiency
                         & Others

                         In FY2002, US$ 151.8 million was invested in improving
                         the Company's industrial efficiency, including
                         improvements and modernization of industrial and
                         engineering processes, machinery and equipment. This
                         figure also includes US$16.9 million related to three
                         EMB120 which were added to the portfolio of ECC Leasing
                         Co. Ltd.

                         Embraer anticipates spending in property, plant and
                         equipment (PP&E) approximately US$ 58 million in 2003
                         and an additional US$ 44 million in 2004.



                         Supplementary Information according to Corporate Law
                         (Brazilian GAAP)

                         Today Embraer also reported the FY2002 and 4Q02
                         earnings results in accordance with corporate law
                         method of accounting (Brazilian GAAP), which according
                         to Brazilian legislation must be used as a basis for
                         calculating the distribution of dividends and interest
                         on shareholders' equity, income tax and social
                         contribution.

                                                                               9



                         We present below selected consolidated results in
                         accordance with corporate law and in Reais (R$).

                         Net revenues in FY2002 totaled R$ 7,748.1 million and
                         gross profit returned was R$ 3,454.4 million, with a
                         gross margin of 44.6%. The operating profit for the
                         period (including employee profit-sharing) totaled R$
                         2,167.4 million, with an operating margin of 28.0%. The
                         EBITDA for the period was R$ 2,358.7 million and the
                         EBITDA margin 30.4%. Pre-tax income was R$ 1,616.2
                         million (20.9% of net revenues). Income tax and social
                         contribution totaled R$ 430.3 million, representing an
                         effective tax rate of 26.6%. Net income for the period
                         totaled R$ 1,179.2 million (15.2% of net revenues).


                         New Orders and Backlog

                         Commercial Aviation Market

                         The aviation market as a whole is an industry in a
                         transition phase, undergoing a sharp change in
                         direction, both in terms of routes and fleet
                         management.

                         Embraer estimates that by 2010, the average number of
                         seats for aircraft will be 56 in the US and 75 in
                         Europe. The strong demand for aircraft in the 70 to
                         150-seater range, combined with the company's advanced
                         perception of this market trend, has led Embraer to
                         develop a range of new jets, consisting of four
                         commercial jets with the capacity to transport between
                         70 and 108 passengers. It is in this segment that
                         Embraer envisages opportunities, particularly in the
                         US, where there are some two hundred and fifty
                         100-seater aircraft aged between 21 and 35 years, 64%
                         of which are between 31 and 35 years old, demonstrating
                         the significant potential for their replacement with
                         faster and more modern aircraft such as the EMBRAER 190
                         and 195.

                         With the two jet families, the ERJ 145 and EMBRAER
                         170/190, Embraer offers its customers and end-users
                         excellent products, ideally suited to the new scenario
                         in the world of aviation.

                         Embraer estimates in the aviation market a global
                         demand for 30 to 120-seater jets at 8,610 units from
                         2003 to 2022, total orders amounting to some US$ 180
                         billion, as shown below.

                                      Global Deliveries by Segment
                         Seats           2003-2012   2013-2022      2003-2022
                         ----------------------------------------------------
                         30-60            1,745         1,765          3,510
                         61-90            1,175         1,415          2,590
                         91-120           1,090         1,420          2,510
                         Total            4,010         4,600          8,610

                         Embraer estimates that the demand for these aircraft
                         types would be as follows: 56% In North and Central
                         America, 21% in Europe, 7% in Latin America, 7% in
                         China, 6% in Asia and the Pacific region and 3% in the
                         Middle East.

                         Embraer's market share, based on the sales accumulated,
                         in the 30 to 60-seater segment is 45% and in the 61 to
                         90-seater segment, still in a growth phase, 26%.

                         o Commercial Aviation Products

                         The family of regional jets for the transport of 37, 44
                         and 50 passengers consists of the ERJ 135/140/145
                         models. In the six years since the delivery of the
                         first ERJ 145 jets, a new milestone was recorded in the
                         history of Embraer with the delivery, in May 2002, of
                         the 600th regional jet to the airline SWISS, receiving
                         its 25th ERJ 145.

                                                                              10



                         The ERJ 145 XR - a 50-passenger jet with an extra long
                         range, 29% more than the previous version, complements
                         the ERJ 145 jet family. The modifications, principally
                         to the winglets (wing points) guarantee a range of up
                         to 2000 nautical miles (3,600 km) and a maximum cruise
                         speed of Mach 0.8 (460 knots or 852 km/h).

                         The ERJ 145 XR in September was certified by the
                         Technical Centre for Aerospace (CTA) and by the Federal
                         Aviation Administration (FAA) in October.

                         The EMBRAER 170 is the most complex and sophisticated
                         programme yet developed by the company and represents
                         wider spread of risk through the use of partnerships,
                         leading-edge technology employed in the product, which
                         includes fly-by-wire navigation systems, innovative
                         development and production methods, tooling and project
                         management employed.

                         The EMBRAER 170 is the first model of a new jet family
                         currently under development which include the EMBRAER
                         175, for 78 passengers, the EMBRAER 190, for 98
                         passengers, and the EMBRAER 195, with a seating
                         capacity for 108 passengers. During 2002, six EMBRAER
                         170 aircraft were produced, which are being used in the
                         flight-testing and certification programs, and sales
                         demonstrations.

                         o Order Book-Commercial Aviation

                         Embraer's backlog for the commercial aviation segment
                         at Dec.31, 2002 with US$ 18.5 billion worth of orders
                         on the books (US$ 7.1 billion in firm orders and US$
                         11.4 billion in options). This demand corresponds to
                         the delivery of 934 aircraft, 374 firm orders and 560
                         options, and does not consider the effect of SWISS
                         contract changes announced March 25, 2003. (See recent
See "Recent              developments).
Developments" for
information on the       In December 2002, the Commercial Aviation segment
SWISS contract           showed the following order picture in the company's
changes.                 portfolio:



                          Family                    Total       Deliveries        Firm          Options
                                                   Orders                       Orders
                          -----------------------------------------------------------------------------
                                                                                      
                          Commercial Aviation       1,557            623           374            560
                          ERJ 145                   1,231            623           256            352
                          EMBRAER 170/190             326              -           118            208


                         Corporate Aviation Market

                         We estimate that our share of the super mid-size and
                         large corporate jet market, expected to account for the
                         sales of 259 jets a year for the next ten years, is
                         10%, in other words, some 26 jets a year, 259 units in
                         total over the period analysed.

                         o Corporate Aviation Products

                         The Legacy Executive is a twin-engine jet in the super
                         mid-size class, based on the same platform as the very
                         successful ERJ 135 regional jet. The main modifications
                         to the ERJ 135 platform were: the inclusion of
                         winglets, reinforcement of the fuselage structure,
                         additional fuel tanks in the lower fuselage and baggage
                         compartment, and more powerful engines.

                         Legacy has the largest cabin in its class, a cruising
                         speed of Mach 0.8, a range of up to 3,100 nautical
                         miles (5,741 km) without refuelling stops, transporting
                         8 to 13 passengers.

                         The Legacy Executive was certified by the Technical
                         Centre for Aerospace (CTA), the Brazilian authority for
                         airworthiness certification, in December 2001.
                         Subsequently, in July 2002 it received certification
                         from the Joint Aviation Authorities (JAA), the European
                         body for airworthiness certification and in September
                         of the

                                                                              11



                         same year received Type Certification from the US
                         Federal Aviation Administration (FAA), the US aviation
                         authority.

                         o Corporate Aviation Order Book

                         At the end of 2002, backlog for the Corporate Aviation
                         division amounted to US$ 2.4 billion. This amount
                         corresponds to 150 aircraft - 58 are firm orders and 92
                         are options.



                                                    Total       Deliveries        Firm          Options
                                                   Orders                       Orders
                          -----------------------------------------------------------------------------
                                                                                     
                          Corporate Aviation        165             15            58             92
                          Legacy Executive           77              7            34             36
                          Legacy Shuttle             75              1            24             50
                          EMB 135                    13              7             -              6


                         o Aircraft Ordered in the Period

                         In July 2002, Embraer announced an order for the Indian
                         company Jet Airways, for US$ 260 million, for which the
                         contract is being finalized. The signified the first
                         important sale to the Asian jet market of the new
                         EMBRAER 170/190 jet family. During the year there were
                         a number of new sales campaigns which added another 40
                         firm orders to the order book, 30 firm orders for the
                         ERJ 145 jet family and six firm orders for the EMBRAER
                         170. In the Corporate Aviation segment, Embraer
                         announced four new firm orders in 2002.



                         Firm Orders                     3rd Quarter    4th Quarter      Fiscal Year
                                                        2001     2002   2001   2002    2001      2002
                         -----------------------------------------------------------------------------
                                                                                

                         Commercial
                           ERJ 135/140                    22       -      8       -      38       15
                           ERJ 145                         1       6      -       2       3       15
                           EMBRAER 170                     2       -      -       6       2       6
                         Corporate & Defence
                           Legacy/Shuttle/EMB 135         13       2      25      1      43       4
                         Total                            38       8      33      9      86       40



                         Defence Market

                         In this segment, the Company's strategy is to offer its
                         clients an integrated vision of the market with
                         products for different missions: intelligence,
                         surveillance and recognition, with the EMB 145 AEW&C,
                         MP/ASW and RS; combat aircraft, with the AL-X - Super
                         Tucano, AMX and F5BR; aircraft used for authority
                         transportation, such as the EMB 135/145, Legacy and EMB
                         120 - Brasilia and, as well, training products such as
                         the AL-X - Super Tucano, AMX-T, among other training
                         systems.

Five aircraft were
delivered to the
Brazilian Air Force
as part of the
SIVAM program

                                                                              12


                         In the year, Embraer delivered five aircraft to the
                         Brazilian Air Force (FAB) as part of the SIVAM program.
                         These were four EMB 145 AEW&C SA aircraft and one EMB
                         145 RS. To complete the contract, one EMB 145 SA and
                         two EMB 145 RS still remain to be delivered.

                         The EMB 145 SA aircraft, will perform aerial
                         surveillance and the EMB 145 RS will monitor the soil
                         and rivers of Amazonia, providing cartographic data for
                         the research and analysis of biomass. Its sophisticated
                         radar system allows full and complete monitoring, even
                         below the vast and dense forest vegetation.

                         The order book for the Defence segment at the end of
                         the year amounted to firm orders of US$ 1.0 billion.
                         And taking options into account, totalled US$ 1.3
                         billion.

                         Backlog

                         The Embraer firm order backlog at the end of the 4Q02
                         was US$ 9.0 billion, which together with options,
                         reached US$ 22.2 billion, not considering the effect to
                         the changes in the SWISS contract announced on March
                         25, 2003 (See recent developments). The following chart
                         shows the order backlog at the end of each year.


                                                     Backlog
                                                   US$ billion
                                                  4Q01      1Q02     2Q02     3Q02     4Q02
                         ------------------------------------------------------------------
                                                                        
                         Firm order backlog       10.7      10.3     10.1      9.6      9.0
                         Options                  12.7      12.8     13.7     13.0     13.2
                         Total                    23.4      23.1     23.8     22.6     22.2


                         Investor Relations

                         In 4Q02 the price of preferred shares of Embraer
                         increased 7.7% to a share price of R$14.0 on the Sao
                         Paulo stock exchange (Bovespa) as of December 31, 2002.
                         In this period, the average daily turnover on the
                         Bovespa was R$ 9.4 million. The common shares
                         appreciated 8.9% in the quarter, ending the period at
                         R$ 12.80 per share with an average daily turnover of R$
                         1.8 million. In the same period the Bovespa Index
                         appreciated by 30.7%.

                         The ADSs, traded on the New York Stock Exchange (NYSE),
                         appreciated by 19.6% - ending the quarter at US$15.90.
                         Each ADS represents 4 preferred shares. The average
                         daily trading volume in the period was 284,000 ADSs,
                         with an average daily turnover of US$ 4.2 million. In
                         the same period, the Dow Jones index appreciated by
                         9.9%.

                         The shares of Embraer, common (EMBR3) and preferred
                         (EMBR4), at the end of the quarter represented 0.774%
                         and 2.662%, of the Bovespa Index respectively.

                         In the fourth quarter, the Board of Directors approved
                         the distribution of Interest on Shareholders' Equity
                         (IOE) of R$ 142.4 million.


                         Dividends and IOE in                 Date                   Total          Amount per share
                                2002                                                                      in R$
                         -----------------------------------------------------------------------------------------------
                                                            Approval               R$ '000             ON         PN
                                                                                                    
                         IOE - 1st. Quarter                 03/19/02                58,910          0.07777     0.08554
                         IOE - 2nd. Quarter                 06/14/02                59,530          0.07859     0.08644
                         IOE - 3rd. Quarter                 09/13/02                66,300          0.08740     0.09613

                                                                              13


                         IOE - 4th. Quarter                 12/13/02               142,424          0.18750     0.20620
                         TOTAL                                  -                  327,164          0.43126     0.47431


                         The total amount of R$ 72.5 million of Interest on
                         Shareholders' Equity approved in 4Q02 includes the
                         payment of years 1998 and 1999.

                         Recent Events

                         During 2003, Embraer adjusted its delivery guidance in
                         two occasions, the first to reflect the Express Jet
                         Reprogramming and the second to give effect to the
                         SWISS renegotiation. Embraer's aircraft delivery
                         guidance decreased from its original 145 and 155 in
                         2003 and 2004 respectively to 132 and 136 for the same
                         period.

                         LOT deal

                         Embraer announced on January 10 that the Supervisory
                         Board of LOT Polish Airlines confirmed its decision to
                         acquire 06 EMBRAER 170 with options for additional 11
                         aircraft, that can be converted into the EMBRAER 190
                         and 195 models. Deliveries are expected to begin in
                         early 2004. Final contract negotiations are expected to
                         take place in the near future.

                         As released, this order involves the negotiation of
                         trade-in, as of 2006, of three ERJ 145 currently
                         operated by LOT and, in case the options are exercised,
                         there will be trade-in of up to three other ERJ 145,
                         depending on the number of options exercised.

                         ExpressJet Reprogramming

                         Embraer, on February 12, 2003, announced that
                         ExpressJet Airlines (NYSE: XJT), due to the economic
                         uncertainties and the adverse market conditions faced
                         by airlines, requested a revision of the deliveries of
                         Embraer regional jets originally scheduled to take
                         place during the years 2003-2005. As a result, a
                         revision in the original delivery schedule was agreed
                         upon, subject to the execution of satisfactory
                         definitive agreements and the approval of the Board of
                         Directors of Continental.

                         The reprogramming of deliveries to ExpressJet of ERJ
                         145 XR aircraft redistributes the same number of
                         aircraft originally agreed upon, thus establishing a
                         new schedule for the years 2003, 2004, 2005 and 2006.
                         According to the new schedule, Embraer will deliver to
                         ExpressJet 36 aircraft instead of 48 in 2003 and 21
                         aircraft instead of 36 in 2004. In 2005, the revision
                         will increase the amount of deliveries to 21 instead of
                         two, with the remaining eight units to be delivered in
                         2006. The schedule change would become effective in the
                         third quarter of this year.

                         At that time, Embraer revised its delivery forecast for
                         the years 2003 and 2004 to 136 and 140 aircraft
                         respectively.

                         Swiss Renegotiation

                         Embraer announced on March 25, that an agreement has
                         been reached with Swiss International Air Lines,
                         regarding its ongoing short-haul fleet renewal program.
                         In light of the generally unfavorable economic
                         situation, and the carrier's current condition in
                         particular, SWISS is reducing its firm orders for
                         EMBRAER 170 and EMBRAER 195 aircraft to 30 aircraft, 15
                         of each model, from an original total of 60.

                         The EMBRAER 170 shall enter service at SWISS in August
                         2004, with four aircraft delivered, followed by eight
                         aircraft in 2005. Deliveries of the EMBRAER 195 will
                         start in 2006. The number of options for both models is
                         also being reduced to 20, from 100 aircraft.

                         As a result of the new agreement with SWISS, Embraer's
                         firm backlog as of December 31, 2002 would be US $ 8.3
                         billion, while its total backlog, including options,
New delivery schedule    would amount US$ 19.5 billion.
of 132 and 136 aircraft
in 2003 and 2004.

                                                                              14


                         The EMBRAER 170/190 development program is otherwise
                         proceeding as planned, with the EMBRAER 170 expected to
                         be certified in the second quarter of 2003, in order to
                         allow deliveries to Alitalia and GECAS.

                         In light of this agreement with SWISS, Embraer now
                         forecasts deliveries for the years 2003 and 2004 at 132
                         and 136 aircraft, respectively.

                                                                              15



                         For additional information please contact:
                         Embraer - Empresa Brasileira de Aeronautica S/A

                         Anna Cecilia Bettencourt
                         (55 12) 3927 1216
                         acecilia@embraer.com.br

                         Gustavo Poppe
                         (55 12) 3927 1106
                         gustavo.poppe@embraer.com.br

                         Milene Petrelluzzi
                         (12) 3927 3054
                         milene.petrelluzzi@embraer.com.br


                         -------------------------------------------------------
                         This document includes forward-looking statements or
                         statements about events or circumstances which have not
                         occurred. We have based these forward-looking
                         statements largely on our current expectations and
                         projections about future events and financial trends
                         affecting our business and our future financial
                         performance. 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 market; expectations of trends in the industry;
                         our investment plans; our capacity to develop and
                         deliver products on the previously agreed dates; and
                         existing and future government regulations.

                         The statements included in this release regarding our
                         competitive position and market share in, and the
                         market size of, the commercial, regional and defense
                         aircraft markets and the growth in the regional and
                         corporate jet markets, are based upon a combination of
                         independent industry publications,reports of government
                         agencies and other published industry sources, as well
                         as our own estimates. Our internal estimates are based
                         on our management's knowledge and experience in the
                         markets in which we operate.

                         Our estimates have been based on information obtained
                         from our customers,suppliers, trade and business
                         organizations and other contacts in the markets in
                         which we operate. However, this information may prove
                         to be inaccurate because of the method by which we
                         obtained some of the data for our estimates or because
                         this information cannot always be verified with
                         complete certainty due to the limits on the
                         availability and reliability of raw data, the voluntary
                         nature of the data gathering process and other
                         limitations and uncertainties inherent in data
                         gathering. As a result, you should be aware that
                         market, ranking and other similar data included in this
                         release, and estimates and beliefs based on that data,
                         may not be reliable and we can not guarantee the
                         accuracy or completeness of such information.

                         The words "believes," "may," "will," "estimates,"
                         "continues," "anticipates," "intends," "expects" and
                         similar words are intended to identify forward-looking
                         statements. We undertake no obligations 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 press release might not occur. Our actual results
                         could differ substantially from those anticipated in
                         our forward-looking statements.
                         -------------------------------------------------------
                                                                              16


                      EMBRAER - EMPRESA BRASILEIRA DE AERONAUTICA S.A.

                             CONSOLIDATED STATEMENTS OF INCOME
                     In thousands of U.S. dollars except per share data




                                                        For the three months ended             For the years ended
                                                               December 31,                       December 31,
                                                        --------------------------         ----------------------------
                                                           2001            2002              2001               2002
                                                                 Unaudited                 Audited            Unaudited
                                                                                                   
GROSS SALES:
   Domestic market                                           16,066         13,469          62,702              58,342
   Foreign market                                           605,745        791,369       2,902,936           2,493,313
   Sales deductions                                          (4,610)        (6,651)        (38,643)            (25,855)
                                                          ---------      ---------      ----------          -----------
NET SALES                                                   617,201        798,187       2,926,995           2,525,800
                                                          ---------      ---------      ----------          -----------
Cost of sales and services                                 (375,783)      (485,897)     (1,769,234)         (1,531,720)
                                                          ---------      ---------      ----------          -----------
Gross Profit                                                241,418        312,290       1,157,761             994,080
                                                          ---------      ---------      ----------          -----------
Operating expenses
   Selling expenses                                         (45,543)       (77,009)       (212,057)           (211,013)
   Research and development                                 (20,050)       (45,772)        (99,566)           (158,617)
   General and administrative                               (34,178)       (21,530)       (120,787)           (109,673)
   Employee profit sharing                                  (20,858)       (10,197)        (43,746)            (25,222)
   Stock compensation                                             -              -          (1,074)                  -
   Other operating expense, net                              (7,552)       (15,460)        (29,463)            (20,381)
   Equity in income (loss) from affiliates                      132            108             310                 388
                                                          ---------      ---------      ----------          -----------
Income From Operations                                      113,369        142,430         651,378             469,562
                                                          ---------      ---------      ----------          -----------
   Interest income, net                                      (4,360)        (4,031)         69,043              30,797
   Financial transaction loss, net                           21,640         (6,052)       (170,178)            (85,988)
   Other non-operating income (expense), net                 (4,431)          (521)         (8,426)             (1,394)
                                                          ---------      ---------      ----------          -----------
Income Before Income Taxes                                  126,218        131,826         541,817             412,977
                                                          ---------      ---------      ----------          -----------
Provision for income taxes                                  (37,601)       (53,384)       (218,394)           (188,502)
                                                          ---------      ---------      ----------          -----------
Income Before Minority Interest                              88,617         78,442         323,423             224,475
                                                          ---------      ---------      ----------          -----------
Minority interest                                               884         (1,033)           (423)             (1,883)
                                                          ---------      ---------      ----------          -----------
Income Before Cumulative Effect                              89,501         77,409         323,000             222,592
   Of Accounting Change
                                                          =========      =========      ==========          ===========
CUMULATIVE EFFECT OF ACCOUNTING CHANGE,                           -              -           5,440                   -
   NET OF TAX
                                                          ---------      ---------      ----------          -----------
Net Income                                                   89,501         77,409         328,440             222,592
                                                          =========      =========      ==========          ===========
   EARNINGS PER SHARE (1)
    Basic
     Common                                                    0.12           0.10            0.48                0.30
     Preferred                                                 0.13           0.11            0.53                0.33

    Diluted
     Common                                                    0.12           0.10            0.46                0.30
     Preferred                                                 0.13           0.11            0.50                0.33
   WEIGHTED AVERAGE SHARES (thousands of shares) (1)
    Basic
     Common                                                 242,544        242,544         242,544             242,544
     Preferred                                              442,588        469,527         402,035             454,414

    Diluted
     Common                                                 242,544        242,544         242,544             242,544
     Preferred                                              447,480        473,254         433,386             459,420

   Earning Per Share - ADS Basic (US$)                       0.5399         0.4487          2.1104              1.3192
   Earnings Per Share - ADS DILUTED (US$)                    0.5397         0.4463          2.0130              1.3095


(1) Restated to give effect to the stock dividend of 14.21% in preferred shares
that occurred in March 2002

                                                                              17


                EMBRAER - EMPRESA BRASILEIRA DE AERONAUTICA S.A.

                           CONSOLIDATED BALANCE SHEETS
                          In thousands of U.S. dollars

                                     ASSETS



                                                    As of September 30                         As of December 31
                                             -------------------------------          ------------------------------------
                                                  2001                2002                 2001                   2002
                                             -----------        ------------          -------------        ---------------
                                                          Unaudited                     Audited              Unaudited
                                                                                                
CURRENT ASSETS
   Cash and cash equivalents                   883,809             760,076              749,302               656,822
   Trade accounts receivable                   660,037             200,562              596,801               610,583
   Inventories                                 938,180             946,325            1,015,081               864,800
   Deferred income tax assets                   86,471              80,280               98,756                90,014
   Collateralized accounts receivable           11,441              21,853               16,315                20,233
   Other current assets                         69,731             191,586               89,093               222,032
                                             -----------        ------------          -------------        ---------------
Total Current Assets                         2,649,669          2,200,682             2,565,348             2,464,484
                                             -----------        ------------          -------------        ---------------
NONCURRENT ASSETS:
   Marketable security                               -                   -                    -                23,263
   Trade accounts receivable                    56,720              44,772               36,021                     -
   Collateralized accounts receivable          302,368             289,119              306,033               268,683
   Inventories                                  18,993              16,289               22,714                15,518
   Property, plant and equipment, net          338,265             436,790              366,481               453,167
   Investments                                   4,224               4,642                4,362                 4,745
   Deferred income taxes                        81,723              62,105               85,139                72,827
   Other noncurrent assets                      72,282             313,112              174,689               329,775
                                             -----------        ------------          -------------        ---------------
Total noncurrent assets                        874,575           1,166,829              995,439             1,167,978
                                             -----------        ------------          -------------        ---------------
     TOTAL ASSETS                            3,524,244           3,367,511            3,560,787             3,632,462
                                             ===========        ============          =============        ===============


                                                                              18


                EMBRAER - EMPRESA BRASILEIRA DE AERONAUTICA S.A.

                           CONSOLIDATED BALANCE SHEETS

                          In thousands of U.S. dollars

                      LIABILITIES AND SHAREHOLDERS' EQUITY



                                                                        As of September 30           As of December 31
                                                                     -----------------------     -------------------------
                                                                        2001          2002          2001           2002
                                                                     -----------------------     -------------------------
                                                                            Unaudited              Audited      Unaudited
                                                                                                      
CURRENT LIABILITIES
   Loans                                                               616,125       246,779       526,550        244,526
   Accounts payable to suppliers                                       454,975       306,588       265,593        323,115
   Customer advances                                                   373,262       342,235       385,265        409,258
   Contingency                                                          80,196       134,805       117,374        188,900
   Other accounts payable and accrued liabilities                      323,355       332,174       393,081        427,495
                                                                     ---------     ---------     ---------      ---------
     Total Current Liabilities                                       1,847,913     1,362,581     1,687,863      1,593,294
                                                                     ---------     ---------     ---------      ---------
LONG-TERM LIABILITIES
   Loans                                                               139,160       296,129       245,186        308,111
   Customer advances                                                    78,187       100,205       106,594         95,625
   Contribution from suppliers                                         156,179       233,965       143,615        235,445
   Other accounts payable and accrued liabilities                      343,050       316,004       337,872        289,267
   Contingency                                                                                      11,131         12,314
                                                                     ---------     ---------     ---------      ---------
     Total long-term liabilities                                       716,576       946,303       844,398        940,762
                                                                     ---------     ---------     ---------      ---------
MINORITY INTEREST                                                        7,452         7,647         8,170          8,226
                                                                     ---------     ---------     ---------      ---------
SHAREHOLDERS' EQUITY:                                                  952,303     1,050,980     1,020,356      1,090,180
                                                                     ---------     ---------     ---------      ---------
   TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                        3,524,244     3,367,511     3,560,787      3,632,462
                                                                     =========     =========     =========      =========


                                                                              19



                EMBRAER - EMPRESA BRASILEIRA DE AERONAUTICA S.A.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                          In thousands of U.S. Dollars




                                                                       For the three months ended         For the years ended
                                                                              December 31,                     December 31,
                                                                       --------------------------     ----------------------------
                                                                          2001            2002            2001             2002
                                                                               Unaudited                 Audited        Unaudited
                                                                                                            
Operating Activities
   Net Income                                                            89,501          77,409         328,440          222,592
   Adjustments to reconcile net income to net cash
     provided by(used in) operating activities:
     Depreciation and amortization                                       14,619          14,926          46,417           55,602
     Provision for doubtful accounts                                      3,787            (599)          6,938              509
     Provision for inventory obsolescence                                (1,276)         14,980          12,968           20,974
     Deffered income and social contribution tax                        (15,701)        (20,457)         41,333           21,054
     Cumulative translations adjustments                                      -               -          (5,440)               -
     Loss on the disposition of assets                                    1,141          (2,566)            966            1,119
     Stock compensation                                                       -               -           1,074                -
     Equity in (income) loss from affiliates                               (132)           (108)           (310)            (388)
     Accrued interest recorded in loans                                 (19,464)        (16,111)          3,731           22,712
     Minority interests                                                    (884)          1,034             423            1,883
     Other                                                              (15,062)          2,832          (9,351)          (5,839)

   Changes in assets and liabilities
     Marketable securities                                                    -         (23,263)              -          (23,263)
     Trade accounts receivable                                           80,148        (364,650)       (456,953)          21,730
     Inventories                                                        (79,346)         73,526        (434,571)         142,713
     Other assets                                                       (52,405)        (12,217)        (59,792)        (184,821)
     Accounts payable to suppliers                                     (189,382)         16,527          (1,299)          57,522
     Other accounts payable and accrued liabilities                      52,209          15,893          31,803          (14,162)
     Accrued taxes on income                                             16,626          42,708           8,469           19,624
     Customers advances                                                  40,410          62,445         117,521           13,025
     Contribution from suppliers                                        (12,564)          1,480           1,945           91,830
     Taxes and social charges payable                                     1,774           9,390          (3,399)           9,348
     Contingency                                                         46,565          47,625          57,441           53,924
     Minority Participation                                               1,603           1,372               -                -
                                                                       ------------   -----------     ---------        ----------
Net cash provided by (used in) operating activities                     (37,833)        (57,824)       (311,646)         527,688

Investing Activities
   Purchase of property, plant and equipment                            (28,384)        (36,752)       (143,828)        (151,827)
   Proceeds from the sale of property, plant and equipment                 (521)            385               -              790
   Customer and commercial financing - net additions                    (18,588)        (13,684)        (13,735)         (33,251)
   Guaranteed deposits and compulsory loans                             (66,336)            849         (98,677)         (36,521)
                                                                       ------------   -----------     ---------        ----------
Net cash used in investing activities                                  (113,829)        (49,202)       (256,240)        (220,809)

Financing Activities
   Repayment of loans                                                  (270,755)       (339,667)     (1,180,601)      (1,103,848)
   Proceeds from borrowings                                             307,140         367,433       1,495,119          868,046
   Proceeds from the issuance of shares                                     438             694           1,761            1,208
   Dividends paid                                                       (18,556)        (12,985)       (179,491)        (134,421)
   Payments of refinanced taxes                                            (142)         (8,670)         (1,618)         (20,552)
   Payments on capital lease obligations                                   (969)         (3,034)         (7,213)          (9,792)
                                                                       ------------   -----------     ---------        ----------
Net cash provided (used) by financing activities                         17,156           3,771         127,957         (399,359)
                                                                       ------------   -----------     ---------        ----------
Net increase (decrease) in cash and equivalents                        (134,506)       (103,254)       (439,929)         (92,480)
Cash and cash equivalents at beginning of year                          883,808         760,076       1,189,231          749,302
                                                                       ------------   -----------     ---------        ----------
Cash and cash equivalents at end of year                                749,302         656,822         749,302          656,822
                                                                       ============   ===========     =========        ==========


                                                                              20



                EMBRAER - EMPRESA BRASILEIRA DE AERONAUTICA S.A.

                         BACKLOG AS OF DECEMBER 31, 2002



- - ERJ 145:
- ---------------------------------------------------------------------------------------------------------------
                Client                      Country     Firm Orders    Options      Deliveries    Firm Order
                                                                                                   Backlog
- ---------------------------------------------------------------------------------------------------------------
                                                                                       
Air Caraibes                           Guadaloupe            2            0             2             0
Air Moldova                            Moldova               0            2             0             0
Alitalia                               Italy                 14           7             11            3
American Eagle                         USA                   56           17            56            0
Axon Airlines                          Greece                3            0             3             0
British Midland                        United Kingdom        11           5             9             2
British Regional                       United Kingdom        23           3             23            0
Brymon                                 United Kingdom        7            14            7             0
Cirrus                                 Germany               1            0             1             0
Continental Express                    USA                  245          100           159            86
ERA                                    Spain                 2            0             2             0
GECAS                                  USA                   2            0             2             0
KLM Exel                               Holland               2            2             2             0
LOT                                    Poland                16           0             14            2
Luxair                                 Luxembourg            9            2             9             0
Mesa                                   USA                   36           45            32            4
Portugalia                             Portugal              8            0             8             0
Proteus                                France                18           7             13            5
Regional Airlines                      France                17           0             14            3
Rheintalflug                           Austria               4            4             3             1
Rio-Sul                                Brazil                16           0             16            0
Sichuan Airlines                       China                 5            0             5             0
Skyways AB                             Sweden                4            11            4             0
Swiss                                  Switzerland           25           15            25            0
Trans States                           USA                   12           0             12            0
Wexford                                USA                   45           67            42            3
Total                                                       583          301           474           109




- - ERJ 135:
- ---------------------------------------------------------------------------------------------------------------
               Client                      Country      Firm Orders    Options      Deliveries    Firm Order
                                                                                                   Backlog
- ---------------------------------------------------------------------------------------------------------------
                                                                                       
American Eagle                       USA                     40           0             40            0
British Midland                      United Kingdom          4            0             2             2
City Air                             Sweden                  2            1             2             0
Continental Express                  USA                     30           0             30            0
Pan Europeenne                       France                  1            0             1             0
Proteus                              France                  6            0             6             0
Regional Airlines                    France                  3            0             3             0
Regional Air Lines                   Morocco                 1            5             0             1
SA Airlink                           South Africa            20           0             5             15
Wexford                              USA                     15           0             2             13
TOTAL                                                       122           6             91            31



                                                                              21




- - ERJ 140:
- ---------------------------------------------------------------------------------------------------------------
                Client                     Country     Firm Orders     Options      Deliveries    Firm Order
                                                                                                   Backlog
- ---------------------------------------------------------------------------------------------------------------
                                                                                      
American Eagle                         USA                 139            25            43            96
Midwest Express                        USA                  20            20            0             20
Wexford                                USA                  15            0             15            0
TOTAL                                                      174            45            58           116





- - EMBRAER 170:
- ---------------------------------------------------------------------------------------------------------------
                Client                     Country     Firm Orders     Options      Deliveries    Firm Order
                                                                                                   Backlog
- ---------------------------------------------------------------------------------------------------------------
                                                                                       
Air Caraibes                           Guadaloupe           2             2             0             2
Alitalia                               Italy                6             6             0             6
GECAS                                  USA                  50            78            0             50
Swiss                                  Switzerland          30            50            0             30
Total                                                       88           136            0             88





- - EMBRAER 195:
- ---------------------------------------------------------------------------------------------------------------
                Client                     Country     Firm Orders     Options      Deliveries    Firm Order
                                                                                                   Backlog
- ---------------------------------------------------------------------------------------------------------------
                                                                                       
GECAS                                  USA                  0             22            0             0
Swiss                                  Switzerland          30            50            0             30
Total                                                       30            72            0             30





Legacy Executive:
- ---------------------------------------------------------------------------------------------------------------
                Client                     Country     Firm Orders     Options      Deliveries    Firm Order
                                                                                                   Backlog
- ---------------------------------------------------------------------------------------------------------------
                                                                                       
SWIFT                                  USA                  24            25            2             22
Undisclosed                            USA                  17            11            5             12
TOTAL                                                       41            36            7             34





Legacy Shuttle and EMB 135 -  Corporate Market:
- ---------------------------------------------------------------------------------------------------------------
                Client                     Country     Firm Orders     Options      Deliveries    Firm Order
                                                                                                   Backlog
- ---------------------------------------------------------------------------------------------------------------
                                                                                       
Conoco                                 USA                  1             0             1             0
Indigo                                 USA                  25            50            1             24
Undisclosed                            USA                  6             6             6             0
TOTAL                                                       32            56            8             24



                                                                              22