Obligation BRF SA 4.75% ( USP1905CAE05 ) en USD

BRF SA

100.125 % ▼

Bresil

USP1905CAE05 ( en USD )

4.75% par an ( paiement semestriel )

21/05/2024

Prospectus brochure de l'obligation BRF SA USP1905CAE05 en USD 4.75%, échéance 21/05/2024

200 000 USD

517 858 000 USD

P1905CAE0

BB- ( Spéculatif )

N/A

22/05/2024 ( Dans 5 jours )

L'Obligation émise par BRF SA ( Bresil ) , en USD, avec le code ISIN USP1905CAE05, paye un coupon de 4.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 21/05/2024
L'Obligation émise par BRF SA ( Bresil ) , en USD, avec le code ISIN USP1905CAE05, a été notée BB- ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

Offering memorandum

BRF S.A.
(Incorporated in the Federative Republic of Brazil)
U.S.$750,000,000
4.75% Senior Notes due 2024
Interest payable: May 22 and November 22
Issue price: 98.422%
We are offering U.S.$750.0 million aggregate principal amount of 4.75% senior notes due 2024. The notes
will bear interest at the rate of 4.75% per year. Interest on the notes will be payable on May 22 and November 22 of
each year, beginning on November 22, 2014. The notes will mature on May 22, 2024.
We may redeem the notes, in whole or in part, at any time after May 22, 2015 at a redemption price based on a
"make-whole" amount plus accrued and unpaid interest. We may also redeem the notes, in whole but not in part, at
100% of their principal amount plus accrued and unpaid interest in the event of specified events relating to
applicable tax laws.
The notes will be our senior unsecured obligations and will rank equally with all of our existing and future
senior and unsecured indebtedness. The notes will be structurally subordinated to all existing and future liabilities of
our subsidiaries.
For a more detailed description of the notes, see "Description of the Notes" beginning on page 46.
See "Risk Factors" beginning on page 14 for a discussion of certain risks that you
should consider in connection with an investment in the notes.
The notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or the
"Securities Act," or the securities laws of any other jurisdiction. The notes are being offered only to qualified
institutional buyers under Rule 144A under the Securities Act, or "Rule 144A," and to persons outside the United
States under Regulation S under the Securities Act, or "Regulation S."
There is currently no market for the notes. We applied to list the notes on the official list of the Luxembourg
Stock Exchange for trading on the Euro MTF Market. This offering memorandum constitutes a prospectus for the
purposes of Luxembourg law dated July 10, 2005 on prospectuses for securities, as amended.
Delivery of the notes will be made to investors in book-entry form through The Depository Trust Company
and its direct and indirect participants, including Clearstream Banking, société anonyme, and Euroclear S.A./N.V.,
as operator of the Euroclear System, on or about May 22, 2014.
Joint Book-Running Managers

BB Securities
BTG Pactual
Itaú BBA
Morgan Stanley
Santander
The date of this offering memorandum is May 15, 2014.

TABLE OF CONTENTS
Page
Incorporation by Reference .................................................................................................................................................................... iii
Available Information ............................................................................................................................................................................ iv
Presentation of Financial and Other Information ................................................................................................................................... iv
Forward-Looking Statements ................................................................................................................................................................. vi
Service of Process and Enforcement of Judgments .............................................................................................................................. vii
Summary ................................................................................................................................................................................................. 1
Risk Factors .......................................................................................................................................................................................... 14
Use of Proceeds .................................................................................................................................................................................... 27
Exchange Rates ..................................................................................................................................................................................... 28
Capitalization ........................................................................................................................................................................................ 29
Selected Financial Information ............................................................................................................................................................. 30
Management's Discussion and Analysis of Financial Condition and Results of Operations ................................................................ 32
Business and Industry Updates ............................................................................................................................................................. 43
Description of the Notes ....................................................................................................................................................................... 46
Form of the Notes ................................................................................................................................................................................. 63
Taxation ................................................................................................................................................................................................ 66
Transfer Restrictions ............................................................................................................................................................................. 70
Plan of Distribution ............................................................................................................................................................................... 72
Legal Matters ........................................................................................................................................................................................ 78
Independent Accountants ...................................................................................................................................................................... 78
Listing and General Information ........................................................................................................................................................... 79
Index to Financial Statements .............................................................................................................................................................. F-1
You should rely only on the information contained in this offering memorandum. Neither we nor the initial purchasers
have authorized anyone to provide you with different information. Neither we nor the initial purchasers are making an offer
of the notes in any jurisdiction where the offer is not permitted. You should not assume that the information contained in this
offering memorandum is accurate as of any date other than the date on the front of this offering memorandum, regardless of
the time of delivery of this offering memorandum or any sale of the notes.
This offering memorandum has been prepared by us solely for use in connection with the proposed offering of the notes
described in this offering memorandum. BB Securities Ltd., Banco BTG Pactual S.A.--Cayman Branch, Itau BBA USA Securities,
Inc., Morgan Stanley & Co. LLC and Santander Investment Securities Inc. will act as initial purchasers with respect to the offering of
the notes. This offering memorandum is personal to you and does not constitute an offer to any other person or to the public in general
to subscribe for or otherwise acquire the notes. You are authorized to use this offering memorandum solely for the purpose of
considering the purchase of the notes.
You must (1) comply with all applicable laws and regulations in force in any jurisdiction in connection with the possession or
distribution of this offering memorandum and the purchase, offer or sale of the notes, and (2) obtain any required consent, approval or
permission for the purchase, offer or sale by you of the notes under the laws and regulations applicable to you in force in any
jurisdiction to which you are subject or in which you make such purchases, offers or sales, and neither we nor the initial purchasers or
their agents have any responsibility therefor.
You acknowledge that:
· you have been afforded an opportunity to request from us, and to review, all additional information considered by you to be
necessary to verify the accuracy of, or to supplement, the information contained in this offering memorandum;
· you have not relied on the initial purchasers or their agents or any person affiliated with the initial purchasers or their agents
in connection with your investigation of the accuracy of such information or your investment decision; and
· no person has been authorized to give any information or to make any representation concerning us or the notes other than
those as set forth in this offering memorandum. If given or made, any such other information or representation should not be
relied upon as having been authorized by us, the initial purchasers or their agents.

The initial purchasers make no representation or warranty, express or implied, as to the accuracy or completeness of the
information contained in this offering memorandum. Nothing contained in this offering memorandum is, or shall be relied upon as, a
promise or representation by the initial purchasers as to the past or future. We have furnished the information contained in this
offering memorandum.
None of the U.S. Securities and Exchange Commission, or the "SEC," any state securities commission or any other regulatory
authority, has approved or disapproved the notes, nor has any of the foregoing authorities passed upon or endorsed the merits of this
offering or the accuracy or adequacy of this offering memorandum. Any representation to the contrary is a criminal offense.
The notes are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under
the Securities Act and applicable state securities laws pursuant to registration or exemption therefrom. As a prospective purchaser, you
should be aware that you may be required to bear the financial risks of this investment for an indefinite period of time. See "Plan of
Distribution" and "Transfer Restrictions."
The notes have not been, and will not be, registered with the Brazilian Securities Commission (Comissão de Valores
Mobiliários), or the "CVM." The notes may not be offered or sold in Brazil, except in circumstances that do not constitute a public
offering or distribution under Brazilian laws and regulations.
The notes may not be offered or sold in or into the United Kingdom except in circumstances that do not constitute an offer to the
public within the meaning of the Public Offers of Securities Regulations 1995. All applicable provisions of the Financial Services and
Markets Act 2000 must be complied with in respect of anything done in relation to the notes in, from or otherwise involving the
United Kingdom.
The Luxembourg Stock Exchange takes no responsibility for the contents of this offering memorandum, makes no
representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from
or in reliance upon the whole or any part of the contents of this offering memorandum.
We confirm that, after having made all reasonable inquiries, the information contained in this offering memorandum with
regards to us is true and accurate in all material respects and that there are no omissions of any other facts from this offering
memorandum which, by their absence herefrom, make this offering memorandum misleading in any material respect. We accept
responsibility accordingly for the information contained in this offering memorandum.
In making an investment decision, prospective investors must rely on their own examination of the company and the
terms of the offering, including the merits and risks involved. Prospective investors should not construe anything in this
offering memorandum as legal, business or tax advice. Each prospective investor should consult its own advisors as needed to
make its investment decision and to determine whether it is legally permitted to purchase the notes under applicable legal
investment or similar laws or regulations.
This offering memorandum contains summaries believed to be accurate with respect to certain documents, but reference is made
to the actual documents for complete information. All such summaries are qualified in their entirety by such reference. Copies of
documents referred to herein will be made available to prospective investors upon request to us or the initial purchasers.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR
A LICENSE HAS BEEN FILED UNDER RSA 421-B WITH THE STATE OF NEW HAMPSHIRE NOR
THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN
THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE
THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT
MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR
EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE
SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATION
OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR
TRANSACTION. IT IS UNLAWFUL TO MAKE OR CAUSE TO BE MADE TO ANY PROSPECTIVE
PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE
PROVISIONS OF THIS PARAGRAPH.
ii

NOTICE TO PROSPECTIVE INVESTORS WITHIN BRAZIL
THE NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED WITH THE CVM. THE NOTES MAY NOT BE
OFFERED OR SOLD IN BRAZIL, EXCEPT IN CIRCUMSTANCES THAT DO NOT CONSTITUTE A PUBLIC OFFERING OR
UNAUTHORIZED DISTRIBUTION UNDER BRAZILIAN LAWS AND REGULATIONS. THE NOTES ARE NOT BEING
OFFERED INTO BRAZIL. DOCUMENTS RELATING TO THE OFFERING OF THE NOTES, AS WELL AS INFORMATION
CONTAINED THEREIN, MAY NOT BE SUPPLIED TO THE PUBLIC IN BRAZIL, NOR BE USED IN CONNECTION WITH
ANY OFFER FOR SUBSCRIPTION OR SALE OF THE NOTES TO THE GENERAL PUBLIC IN BRAZIL.
INTERNAL REVENUE SERVICE CIRCULAR 230
TO ENSURE COMPLIANCE WITH INTERNAL REVENUE SERVICE CIRCULAR 230, YOU ARE HEREBY NOTIFIED
THAT ANY DISCUSSION OF U.S. FEDERAL INCOME TAX MATTERS SET FORTH IN THIS OFFERING MEMORANDUM
WAS WRITTEN IN CONNECTION WITH THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS
ADDRESSED HEREIN AND WAS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED BY ANY
PROSPECTIVE INVESTOR, FOR THE PURPOSE OF AVOIDING TAX-RELATED PENALTIES UNDER FEDERAL, STATE
OR LOCAL TAX LAW. EACH PROSPECTIVE INVESTOR SHOULD SEEK ADVICE BASED ON ITS PARTICULAR
CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
INCORPORATION BY REFERENCE
We are incorporating by reference into this offering memorandum our annual report on Form 20-F for the year ended
December 31, 2013, which we filed with the SEC on March 31, 2014 (SEC File No. 001-15148), or our "2013 Form 20-F," including
the following sections:
· the information under the caption "Introduction" of our 2013 Form 20-F;
· the information contained in "Item 3: Key Information" of our 2013 Form 20-F;
· the information contained in "Item 4: Information on the Company" of our 2013 Form 20-F;
· the information contained in "Item 5: Operating and Financial Review and Prospects" of our 2013 Form 20-F;
· the information contained in "Item 6: Directors, Senior Management and Employees" of our 2013 Form 20-F;
· the information contained in "Item 7: Major Shareholders and Related Party Transactions" of our 2013 Form 20-F;
· the information contained in "Item 8: Financial Information" of our 2013 Form 20-F;
· the information contained in "Item 11: Quantitative and Qualitative Disclosures About Market Risk" of our
2013 Form 20-F; and
· the audited consolidated financial statements of our company and our subsidiaries, including the report thereon, contained in
our 2013 Form 20-F.
We are also incorporating by reference into this offering memorandum our Reports of Foreign Private Issuer on Form 6-K,
pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934, as amended, or our "2014 Form 6-Ks," which we filed
with the SEC on April 4, 2014 (SEC File No. 001-15148), including our Bylaws as Exhibit 1, and on April 9, 2014 (SEC File
No. 001-15148).
The information below can be found in the indicated sections of our 2013 Form 20-F or 2014 Form 6-Ks:

Information
Section in our 2013 Form 20-F or 2014 Form 6-Ks

Our date of incorporation and
Item 4. Information on the Company--A. History and Development of the
length of life
Company--Corporate History, of our 2013 Form 20-F

Exhibit 1 (Bylaws I Name, Registered Office, Duration and Purpose), Section Four, of our
2014 Form 6-K, filed on April 4, 2014

Legislation under which we
Exhibit 1 (Bylaws I Name, Registered Office, Duration and Purpose), Section One, of our
operate and our legal form
2014 Form 6-K, filed on April 4, 2014

Description of our subsidiaries
Item 4. Information on the Company--A. History and Development of the
Company--Corporate Structure, of our 2013 Form 20-F

Exhibit 8.01 (List of Subsidiaries), of our 2013 Form 20-F
Incorporation by reference of our 2013 Form 20-F and our 2014 Form 6-Ks means that our 2013 Form 20-F and our
2014 Form 6-Ks are considered part of this offering memorandum.
iii

The information in our 2013 Form 20-F and our 2014 Form 6-Ks is an important part of this offering memorandum. Our
2013 Form 20-F contains important information about our company and our results of operations and financial condition.
Any statement contained in our 2013 Form 20-F and 2014 Form 6-Ks will be deemed to be modified or superseded for purposes
of this offering memorandum to the extent that a statement contained herein modifies or supersedes that statement.
You should read "Available Information" for information on how to obtain our 2013 Form 20-F, our 2014 Form 6-Ks and other
information relating to our company.
AVAILABLE INFORMATION
We are a reporting company under Section 13 or Section 15(d) of the U.S. Securities and Exchange Act of 1934, as amended, or
the "Exchange Act," and file periodic reports with the SEC. However, if at any time we cease to be a reporting company under
Section 13 or Section 15(d) of the Exchange Act, or are not exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange
Act, we will be required to furnish to any holder of a note which is a "restricted security" (within the meaning of Rule 144 under the
Securities Act), or to any prospective purchaser thereof designated by such a holder, upon the request of such a holder or prospective
purchaser, in connection with a transfer or proposed transfer of any such note pursuant to Rule 144A under the Securities Act or
otherwise, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
Our 2013 Form 20-F and our other periodic reports filed with the SEC, including any interim financial reports, are available free
of charge from the SEC at its website (www.sec.gov) or from our website, www.brf-br.com. In addition, our 2013 Form 20-F is
available free of charge at the office of the Luxembourg listing agent and published on the website of the Luxembourg Stock
Exchange (www.bourse.lu).
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Unless otherwise indicated or the context otherwise requires, all references in this offering memorandum to (1) "BRF S.A.,"
"BRF," the "company," the "issuer," "we," "our," "ours," "us" or similar terms are to BRF S.A. (formerly known as BRF Brasil
Foods, S.A.), the issuer of the notes, and its consolidated subsidiaries and jointly controlled companies; and (2) references to "Sadia"
are to Sadia S.A., formerly a wholly-owned subsidiary of BRF, which merged with and into BRF on December 31, 2012.
All references in this offering memorandum to the "real," "reais" or "R$" are to the Brazilian real, the official currency of
Brazil. All references to "U.S. dollars," "dollars" or "U.S.$" are to U.S. dollars.
The exchange rate for reais into U.S. dollars based on the selling rate as reported by the Central Bank of Brazil (Banco Central
do Brasil), or the "Central Bank," was R$2.2192 to U.S.$1.00 at May 9, 2014, R$2.2630 to U.S.$1.00 at March 31, 2014, R$2.3426 to
U.S.$1.00 at December 31, 2013, R$2.0435 to U.S.$1.00 at December 31, 2012 and R$1.8758 to U.S.$1.00 at December 31, 2011.
See "Exchange Rates" for information regarding exchange rates for the Brazilian currency since January 1, 2009. The real/U.S. dollar
exchange rate fluctuates widely, and the selling rate at May 9, 2014 or any other date may not be indicative of future exchange rates.
Solely for the convenience of the reader, we have translated certain amounts included in this offering memorandum from reais
into U.S. dollars using the selling rate as reported by the Central Bank at March 31, 2014. These translations should not be considered
representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or at any other
exchange rate. In addition, translations should not be construed as representations that the real amounts represent or have been or
could be converted into U.S. dollars as of that or any other date.
We maintain our books and records in reais.
Our audited consolidated financial statements as of and for the years ended December 31, 2013 and December 31, 2012,
incorporated by reference in this offering memorandum have been prepared in accordance with International Financial Reporting
Standards, or "IFRS," as issued by the International Accounting Standards Board, or "IASB." Our unaudited interim consolidated
financial statements as of March 31, 2014 and for the three-month periods ended March 31, 2014 and 2013, included in this offering
memorandum have been prepared in conformity with IFRS for interim financial reporting in accordance with IAS 34--Interim
Financial Reporting. IFRS differs in certain significant respects from generally accepted accounting principles in the United States, or
"U.S. GAAP."
Our audited consolidated financial statements for the year ended December 31, 2011 are incorporated by reference in this
offering memorandum and have been audited by KPMG Auditores Independentes, or "KPMG," as stated in their report incorporated
by reference in this offering memorandum.
Our audited consolidated financial statements as of and for the years ended December 31, 2013 and December 31, 2012 are
incorporated by reference in this offering memorandum and have been audited by Ernst & Young Auditores Independentes S/S., or
"EY", as stated in their report incorporated by reference in this offering memorandum. Our unaudited interim consolidated financial
statements as of and for the three-month period ended March 31, 2014 are included in this offering memorandum and have been
reviewed by EY, as stated in their report included in this offering memorandum.
iv

Some percentages and amounts included in this offering memorandum have been rounded for ease of presentation. As a result,
figures shown as totals in certain tables may not be arithmetic aggregations of the figures that precede them.
Non-IFRS Financial Measures
This offering memorandum includes EBITDA and net debt, which are not financial measures computed under IFRS. The
presentations of EBITDA and net debt included in this offering memorandum may not be comparable to those of other companies. For
our definitions of EBITDA and net debt and reconciliations to net income of EBITDA, see "Summary--Summary Financial and Other
Information."
Market and Other Information
Industry and market data included in this offering memorandum is based on industry publications, government publications,
reports by market research firms or other published sources. Some industry and market data is also based on our estimates, which are
derived from internal analyses as well as third-party sources. Although we believe these sources are reliable, we have not
independently verified the information and cannot assure you of its accuracy or completeness. Data regarding our industry and
markets is intended to provide general guidance but is inherently imprecise. In addition, although we believe these estimates were
reasonably derived, you should not place undue reliance on estimates, as they are inherently uncertain.
Trademarks
Unless the context otherwise requires, all brand names included in this offering memorandum are registered trademarks of our
company.
v

FORWARD-LOOKING STATEMENTS
This offering memorandum contains forward-looking statements, including within the meaning of the Securities Act or the
Exchange Act.
Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include words such as
"expects," "anticipates," "intends," "plans," "believes," "estimates" and similar expressions are forward-looking statements. Although
we believe that these forward-looking statements are based upon reasonable assumptions, these statements are subject to several risks,
known and unknown, and uncertainties and are made in light of information currently available to us.
Our forward-looking statements are subject to risks and uncertainties, including as a result of the following factors:
· the implementation of the principal operating strategies of our company, including integration of current acquisitions as well
as the conclusion of acquisition or joint venture transactions or other investment opportunities that may occur in the future;
· general economic, political and business conditions in the markets in which we do business, both in Brazil and abroad;
· the cyclicality and volatility of raw materials and selling prices;
· health risks related to the food industry;
· the risk of outbreak of animal diseases;
· more stringent trade barriers, in key export markets and increased regulation of food safety and security;
· strong international and domestic competition;
· interest rate fluctuations, inflation and exchange rate movements of the real in relation to the U.S. dollar and other
currencies;
· the declaration or payment of dividends;
· the direction and future operation of our company;
· the implementation of our company's financing strategy and capital expenditure plans;
· the factors or trends affecting our company's financial condition or results of operations; and
· other factors identified or discussed under "Risk Factors."
Because they involve risks and uncertainties, forward-looking statements are not guarantees of future performance, and our
actual results or other developments may differ materially from the expectations expressed in the forward-looking statements. With
respect to forward-looking statements that relate to future financial results and other projections, actual results will be different due to
the inherent uncertainty of estimates, forecasts and projections. Because of these uncertainties, potential investors should not rely on
these forward-looking statements.
Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them in
light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events
or circumstances or to reflect the occurrence of unanticipated events. In light of such limitations, you should not make any investment
decision on the basis of the forward-looking statements contained herein.
vi

SERVICE OF PROCESS AND ENFORCEMENT OF JUDGMENTS
BRF is incorporated under the laws of Brazil. All, or substantially all, of its directors and officers reside outside the United
States. Substantially all of the assets of BRF are located in Brazil. As a result, it may not be possible (or it may be difficult) for you to
effect service of process upon us or these other persons within the United States or to enforce judgments obtained in United States
courts against us or them, including those predicated upon the civil liability provisions of the federal securities laws of the United
States.
In the terms and conditions of the notes, BRF will (1) agree that the courts of the State of New York and the federal courts of the
United States, in each case sitting in the Borough of Manhattan, The City of New York, will have jurisdiction to hear and determine
any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with the notes and, for such
purposes, irrevocably submit to the jurisdiction of such courts and (2) name an agent for service of process in the Borough of
Manhattan, The City of New York. We have been advised by Machado, Meyer, Sendacz e Opice Advogados, our Brazilian counsel,
that a judgment of a United States court for the payment of money, including for civil liabilities predicated upon the federal securities
laws of the United States, may be enforced in Brazil, subject to certain requirements described below. Such counsel has advised that a
judgment against BRF, its directors and officers thereof, or certain advisors named herein obtained in the United States would be
enforceable in Brazil upon confirmation of that judgment by the Superior Court of Justice (Superior Tribunal de Justiça), or "STJ."
That confirmation will be available only if the U.S. judgment:
· fulfills all formalities required for its enforceability under the laws of the United States;
· is issued by a court of competent jurisdiction after proper service of process is made or sufficient evidence of our or these
other persons absence is given, in accordance with Brazilian law;
· is final and therefore not subject to appeal;
· is for payment of a specified sum of money;
· is authenticated by a Brazilian diplomatic office in the United States and is accompanied by a sworn translation into
Portuguese; and
· is not against Brazilian national sovereignty or public policy or equitable principles (as set forth in Brazilian law).
The confirmation process may be time-consuming and may also give rise to difficulties in enforcing the foreign judgment in
Brazil. Accordingly, we cannot assure you that confirmation would be obtained, that the confirmation process would be conducted in a
timely manner or that a Brazilian court would enforce a monetary judgment, including for violation of the securities laws of countries
other than Brazil, including the federal securities laws of the United States.
We have been further advised by our Brazilian counsel that (1) original actions may be brought in connection with this offering
memorandum predicated solely on the federal securities laws of the United States in Brazilian courts and that, subject to applicable
law, Brazilian courts may enforce liabilities in such actions against BRF or its directors and officers thereof and certain advisors
named herein, provided that provisions of the federal securities laws of the United States do not contravene Brazilian public policy,
national sovereignty or equitable principles and provided further that Brazilian courts can assert jurisdiction over such actions; and
(2) the ability of a creditor to satisfy a judgment by attaching certain assets of BRF or the other persons named above is limited by
provisions of Brazilian law, given that assets are located in Brazil.
In addition, a plaintiff (whether Brazilian or non-Brazilian) that resides outside Brazil during the course of litigation in Brazil
must provide a bond to guarantee court costs and legal fees if the plaintiff owns no real property in Brazil that could secure payment.
This bond must have a value sufficient to satisfy the payment of court fees and defendant attorney's fees, as determined by the
Brazilian judge, except in such instances involving (1) enforcement of foreign judgments that have been duly confirmed by the STJ,
(2) collection of claims based on instruments that may be enforced in Brazil without review of merit (título executivo extrajudicial),
which does not include the notes, and (3) counterclaims (reconvenção). Notwithstanding the foregoing, we cannot assure you that
confirmation of any judgment will be obtained, that the process described above can be conducted in a timely manner, or that
Brazilian courts will enforce a judgment for violation of the federal securities laws of the United States with respect to the notes.
vii

SUMMARY
This summary highlights information presented in greater detail elsewhere in this offering memorandum. This summary is not
complete and does not contain all the information you should consider before investing in the notes. You should carefully read this
entire offering memorandum before investing, including our 2013 Form 20-F incorporated by reference in this offering memorandum
(copies of which may be obtained as indicated under "Available Information"), "Risk Factors," "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and our consolidated financial statements.
Our Company
We are one of the largest producers of fresh and frozen protein foods in the world, with a portfolio of over five thousand stock
keeping units, or "SKUs." We are the holder of brands such as Sadia, Perdigão, Batavo, Elegê, Qualy, Chester, Perdix and Paty.
We were created from the merger of Perdigão and Sadia, whose consolidation was announced in 2009 and completed in 2012,
and operate in the frozen meat (poultry and pork), processed meat, dairy, margarine, pasta, pizza and frozen vegetable markets. We are
responsible for 16% of the world trade in poultry.
With 48 plants in all regions of Brazil, we have, among our main assets, a distribution capacity that enables our products to
reach consumers in 98% of the Brazilian territory through 500,000 monthly deliveries and 30 distribution centers, 27 in the Brazilian
market and 3 in our export markets. In Argentina, we are the leading producer, distributor and seller of margarine (with a market share
of approximately 56.6% from December 2012 to December 2013) and hamburgers (with a market share of approximately 54.5% from
December 2012 to December 2013) and hold the second market position in sauces (market share of approximately 9.9% from
December 2012 to December 2013), according to Concord Consumer Research S.A., or "CCR Argentina."
In the international market, we have a leading brand, Sadia, in various categories in Middle Eastern countries and we are
building a factory in Abu Dhabi, in the United Arab Emirates, scheduled to start operations in the first half of 2014. We maintain 22
sales offices outside of Brazil serving customers of more than 110 countries on five continents. We have nine industrial units in
Argentina and two in Europe (England and Holland, through Plusfood).
We have been a public company since 1980. Our shares have been listed on the Novo Mercado of the São Paulo Stock
Exchange (BM&FBOVESPA S.A.--Bolsa de Valores Mercadorias e Futuros), or "BM&FBOVESPA," as BRFS3 for eight years and
we are also traded on the New York Stock Exchange (NYSE -- ADR level III). Since 2005, we have been part of BM&FBovespa's
Corporate Sustainability Index (ISE) portfolio in acknowledgement of our strong commitment to sustainable development. This
commitment has been reinforced and internationally recognized since 2012, upon our entrance into the portfolio of Emerging Markets
of Dow Jones Sustainability Index.
A breakdown of our products is as follows:
· Meat products:
· frozen whole and cut chickens;
· frozen pork cuts and beef cuts, which we refer to in this offering memorandum, together with frozen whole and cut
chickens as in natura meat; and
· processed food products, such as the following:
· marinated frozen whole and cut chickens, roosters (sold under the Chester® brand) and turkeys;
· specialty meats, such as sausages, ham products, bologna, frankfurters, salami, bacon and other smoked products; and
· frozen processed meats, such as hamburgers, steaks, breaded meat products, kibes and meatballs and frozen processed
vegetarian foods.
· Other processed products:
· frozen prepared entrees, such as lasagna and pizzas, as well as other frozen foods, including vegetables, cheese breads and
pies;
· juices, soy milk and soy juices;
· margarine; and
· mayonnaise, mustard and ketchup.
· Dairy products:
· milk (UHT and pasteurized); and
· dairy products, such as cheeses, powdered milk and yogurts.
· Other:
· soy meal and refined soy flour, as well as animal feed.
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Our net revenue totaled R$30.5 billion and our consolidated net income was R$1.1 billion. Our equity as of December 31, 2013
totaled R$14.7 billion.
In 2013, we generated 32.0% of our net sales from in natura poultry, 9.3% from in natura pork and in natura beef, 41.0% from
processed meat and other processed products, 9.2% from dairy products, 5.2% from food service and 3.3% from other products. Our
sales in our Brazilian market accounted for 56.2% of our total net sales in 2013 and our export markets accounted for the remaining
43.8%.
In the Brazilian market, we operate 48 manufacturing facilities, with multiple plants within certain facilities, including 35 meat
processing plants, 13 dairy products processing plants, three margarine processing plants, three pasta processing plants, one dessert
processing plant and three soybean crushing plants, all of them near our raw material suppliers or main consumer centers. We are able
to reach substantially all of the Brazilian population through an advanced logistics system in our Brazilian market, with a nationwide
network of 30 distribution centers.
In our export markets, we operate 11 manufacturing facilities, including six meat processing plants, one margarine and oil
processing plant, one sauce and mayonnaise processing plant, one pasta and pastries processing plant, one frozen vegetables
processing plant and one cheese processing plant. We have 15 distribution centers located overseas, as well as commercial offices in
the United Kingdom, Italy, Austria, Hungary, Japan, the Netherlands, Russia, Singapore, the United Arab Emirates, Portugal, France,
Germany, Turkey, China, the Cayman Islands, South Africa, Venezuela, Uruguay and Chile. We export to more than 110 countries.
In 2012, we completed a transfer of assets to Marfrig , implementing a Performance Commitment Agreement (Termo de
Compromisso e Desempenho), or "TCD," with the Administrative Council for Economic Defense (Conselho Administração de Defesa
Econômica), or "CADE," in connection with its approval of the business combination between Sadia and Perdigão. For further detail,
see "Item 4: Information on the Company History and Development of the Company Agreement with Marfrig" of our
2013 Form 20-F.
In 2013, we implemented several organizational changes to our corporate structure. A new Board of Directors was elected, there
was a reorganization of officers and a matrix structure was adopted. We now have a global CEO, a Brazil CEO and an international
CEO. The position of Vice President for Marketing and Innovation was also created to support our new operating model, which is
consumer, customer and market-oriented, offering new products with the latest technology.
Our new strategic plan, BRF-17, defines our business plan and direction, focused on optimizing decision-making processes and
accelerating the realization of synergies.
Moreover, on November 1, 2013 we entered into an agreement to transfer our cattle operations to Minerva S.A., or "Minerva,"
in exchange for 29 million common shares of Minerva, representing, a 16.8% equity interest in Minerva (subject to unconditional
approval by the CADE).
Our Industry
We manage our business to target both the Brazilian market and the international export markets.
Brazilian Market
Brazil is the fifth largest country in the world, both in terms of land mass and population. As of July 2013, Brazil had an
estimated population of 201.0 million inhabitants, according to data from the Brazilian Institute of Geography and Statistics (Instituto
Brasileiro de Geografia e Estatística), or "IBGE." The forecasts of the Central Bank estimate that the Brazilian gross domestic
product (produto interno bruto), or "GDP," for 2013 will show a decrease of 3.0% in real terms compared to 2012.
The inflation rate, as measured by the National Extended Consumer Price Index (Índice Nacional de Preços ao Consumidor
Amplo), or "IPCA," published by the IBGE, was 6.50% in 2011, 5.84% in 2012 and 5.91% in 2013, continuing a trend of relatively
high rates of inflation, since the Central Bank's target is approximately 4.5%. The Brazilian government has implemented fiscal and
monetary policies in order to keep inflation within its target range by, for example, controlling oil prices, reducing the energy price for
consumers and providing fiscal incentives to the automotive and electronics sectors.
Brazil is one of the largest consumers of meat, with per capita meat consumption of 98.6 kilograms in 2013, including beef,
broilers, chicken and pork, according to the United States Department of Agriculture, or "USDA." Demand for poultry, pork and beef
products in the Brazilian market is directly affected by economic conditions in Brazil. The overall trend towards improving economic
conditions and the increased purchasing power of Brazil's fast-growing middle class has generally supported increased demand in
recent years for processed food products, as well as fresh and frozen poultry and pork products. Although Brazilian inflation is
relatively high, Brazilian consumption of meat is increasing given the low level of unemployment in the country. According to IBGE,
unemployment was 5.2% in November 2011, was 4.9% in November 2012 and was 4.6% in November 2013, the lowest on record in
Brazil.
According to the USDA, Brazil is the world's sixth largest producer of liquid milk, with 32.4 million tons of milk produced in
2013, and the seventh largest consumer in the world.
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