Bond JBS Global 10.5% ( USP59695AC39 ) in USD

Issuer JBS Global
Market price 100 %  ▼ 
Country  Brazil
ISIN code  USP59695AC39 ( in USD )
Interest rate 10.5% per year ( payment 2 times a year)
Maturity 04/08/2016 - Bond has expired



Prospectus brochure of the bond JBS USP59695AC39 in USD 10.5%, expired


Minimal amount 100 000 USD
Total amount 300 000 000 USD
Cusip P59695AC3
Standard & Poor's ( S&P ) rating NR
Moody's rating NR
Detailed description JBS S.A. is a Brazilian multinational food processing company, the world's largest producer of beef and poultry, and one of the world's largest processors of pork.

JBS's USD 300,000,000 10.5% Notes due August 4, 2016 (CUSIP: P59695AC3, ISIN: USP59695AC39), issued in Brazil, matured and were repaid at 100%.







Offering Circular
JBS S.A.
(incorporated in the Federative Republic of Brazil)
US$300,000,000 10.50% NOTES DUE 2016
Interest payable on August 4 and February 4
Issue Price: 100.0%
JBS S.A., or the Issuer, is offering US$300,000,000 aggregate principal amount of its notes due 2016 bearing
interest of 10.50% per annum. The notes will mature on August 4, 2016. Interest will be payable in arrears on August 4
and February 4 of each year, commencing on February 4, 2007. The notes will be unsecured and will rank equally with
all other unsecured unsubordinated indebtedness of the Issuer.
The Issuer may redeem the notes before their stated maturity, at its option, upon the occurrence of certain
specified tax events in the Federative Republic of Brazil, or Brazil. For a more detailed description of the notes, see
"Description of the Notes."
Application has been made to list the notes on the Official List of the Luxembourg Stock Exchange and to trade
them on the Euro MTF Market of that exchange. See "Listing and General Information." Notes that are sold to
qualified institutional buyers will be eligible for trading in The PORTAL Market.
Investing in the notes involves risks. See "Risk Factors" starting on page 13 for a discussion of certain
information that you should consider before investing in the notes.
The notes have not been registered under the U.S. Securities Act of 1933, as amended, or the Securities Act, or
any state securities laws, and are being offered (1) inside the United States to qualified institutional buyers in
accordance with Rule 144A under the Securities Act, or Rule 144A, and (2) in "offshore transactions" within the
meaning of Regulation S under the Securities Act, or Regulation S. For more information about restrictions on transfer
of the notes, see "Transfer Restrictions."
Delivery of the notes in book-entry form through The Depository Trust Company, or DTC, and its direct and
indirect participants, including Clearstream Banking, S.A. Luxembourg, or Clearstream, and Euroclear Bank S.A./
N.V., or Euroclear, as operator of the Euroclear System, will be made on or about August 4, 2006.
Joint Book-Runners and Joint Lead Managers
ING Wholesale Banking
JPMorgan
July 28, 2006




TABLE OF CONTENTS
Page Page
Enforceability of Civil Liabilities ................................v
Principal Subsidiary.................................................... 81
Cautionary Statement Regarding Forward-Looking
Management ............................................................... 85
Statements..............................................................vi
Principal Shareholders................................................ 89
Presentation of Financial and Other Information.........vii
Related Party Transactions ......................................... 90
Exchange Rates ...........................................................xii
Description of the Notes ............................................. 91
Summary......................................................................1
Form of Notes........................................................... 113
Risk Factors .................................................................13
Taxation.................................................................... 117
Use of Proceeds ...........................................................26
Transfer Restrictions................................................. 122
Capitalization...............................................................27
Plan of Distribution .................................................. 124
Selected Financial and Other Information ...................28
Validity of Notes ...................................................... 126
Management's Discussion and Analysis of
Independent Auditors ............................................... 127
Financial Condition and Results of Operations .....31
Listing and General Information .............................. 128
The Brazilian Beef and Hygiene and Cleaning
Index to Financial Statements....................................F-1
Products Industries ............................................... 50
Appendix A ­ Summary of Certain Differences
History and Corporate Reorganization ....................... 61
Between Brazilian GAAP and U.S. GAAP ........ A-1
Business...................................................................... 65
____________________________
The Issuer, having made all reasonable inquiries, confirms that the information contained in this offering
circular with regard to it is true and accurate in all material respects, that the opinions and intentions it expresses in
this offering circular are honestly held, and that there are no other facts the omission of which would make this
offering circular as a whole or any of such information or the expression of any such opinions or intentions
misleading in any material respect. The Issuer accepts responsibility accordingly.
The information set forth in this offering circular is provided by the Issuer and not by ING Bank N.V., London
Branch, or J.P. Morgan Securities Inc., or collectively, the lead managers, and neither of the lead managers is
making any representation or warranty, express or implied, as to the accuracy or completeness of such information,
nor accepts any liability whatsoever for the form and content of the offering circular, and nothing contained in this
offering circular is, or shall be relied upon as, a promise or representation by either lead manager, whether as to the
past or the future. Neither of the lead managers has independently verified any of such information or assumes any
responsibility for the accuracy or completeness of the information contained in this offering circular.
This offering circular may only be used for the purposes for which it has been prepared.
____________________________
This offering circular does not constitute an offer to sell, or a solicitation of an offer to buy, any note
offered hereby by any person in any jurisdiction in which it is unlawful for such person to make an offer or
solicitation. Neither the delivery of this offering circular nor any sale made hereunder shall under any
circumstances imply that there has been no change in the affairs of the Issuer or any of its respective
subsidiaries or that the information set forth in this offering circular is correct at any date subsequent to the
date of this offering circular.
____________________________
This offering circular has been prepared by the Issuer solely for use in connection with the proposed offering of
the notes. The Issuer, as well as the lead managers, reserve the right to reject any offer to purchase, in whole or in
part, for any reason, or to sell less than all of the notes offered by this offering circular. No person is authorized to
give any information or to make any representation not contained in this offering circular and any information or
representation not so contained must not be relied upon as having been authorized by or on behalf of the Issuer or
-i-


the lead managers. By accepting delivery of this offering circular, prospective investors agree to the foregoing and
to make no photocopies of this offering circular.The distribution of this offering circular and the offering of the
notes in certain jurisdictions may be restricted by law. Persons into whose possession this offering circular comes
are required by the Issuer and the lead managers to inform themselves about and to observe any such restrictions.
See "Transfer Restrictions" for information concerning certain transfer restrictions applicable to the notes.
Prospective investors acknowledge that:
·
they have been afforded an opportunity to request from the Issuer, and to review, all additional information
considered by them to be necessary to verify the accuracy of, or to supplement, the information contained
in this offering circular;
·
they have not relied on the lead managers or any person affiliated with the lead managers in connection
with their investigation of the accuracy of such information or their investment decision; and
·
no person has been authorized to give any information or to make any representation concerning the Issuer
or the notes other than those as set forth in this offering circular. If given or made, any such other
information or representation should not be relied upon as having been authorized by them or the lead
managers.
In connection with the issuance of the notes, J.P. Morgan Securities Inc., or the stabilizing manager, or
persons acting on behalf of the stabilizing manager, may over-allot notes or effect transactions with a view to
supporting the market price of the notes at a level higher than that which might otherwise prevail. However,
there is no assurance that the stabilizing manager (or persons acting on behalf of the stabilizing manager) will
undertake any stabilization action. Such stabilization, if commenced, may be discontinued at any time and
will end after a limited period.
In making an investment decision, prospective investors must rely on their own examination of the business of
the Issuer and the terms of this offering, including the merits and risks involved. The notes have not been
recommended by any federal or state securities commission or regulatory authority. Furthermore, these authorities
have not confirmed the accuracy or determined the adequacy of this offering circular. Any representation to the
contrary is a criminal offense.
The offering is being made in reliance upon an exemption from registration under the Securities Act for an offer
and sale of securities that does not involve a public offering. 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. In making your purchase, you will be deemed to
have made certain acknowledgments, representations and agreements set forth in this offering circular under the
caption "Transfer Restrictions." You should be aware that you may be required to bear the financial risks of this
investment for an indefinite period of time.
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR
WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES OR
ANY OTHER JURISDICTION. SUBJECT TO CERTAIN EXCEPTIONS, THE NOTES MAY NOT BE
OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
U.S. PERSONS (AS DEFINED IN REGULATION S).
IN ADDITION, THE ISSUER HAS NOT AUTHORIZED ANY OFFER OF NOTES TO THE PUBLIC IN
THE UNITED KINGDOM WITHIN THE MEANING OF THE PUBLIC OFFERS OF SECURITIES
REGULATIONS 1995, AS AMENDED, OR THE REGULATIONS. ACCORDINGLY, THE NOTES MAY NOT
LAWFULLY BE OFFERED OR SOLD TO PERSONS IN THE UNITED KINGDOM, EXCEPT TO PERSONS
WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING OR
DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR
BUSINESSES OR OTHERWISE IN CIRCUMSTANCES THAT DO NOT AND WILL NOT RESULT IN AN
-ii-


OFFER TO THE PUBLIC IN THE UNITED KINGDOM WITHIN THE MEANING OF THE REGULATIONS
OR THE FINANCIAL SERVICES AND MARKETS ACT 2000, OR THE FSMA.
FOR A DESCRIPTION OF THESE AND CERTAIN FURTHER RESTRICTIONS ON OFFERS AND
SALES OF THE NOTES AND DISTRIBUTION OF THIS OFFERING CIRCULAR, SEE "TRANSFER
RESTRICTIONS." THIS OFFERING CIRCULAR HAS ALSO BEEN PREPARED IN THE CONTEXT
OF AN APPLICATION FOR ADMISSION TO TRADING ON THE ALTERNATIVE MARKET (EURO
MTF) OF THE LUXEMBOURG STOCK EXCHANGE.
____________________________
See "Risk Factors" for a description of certain factors relating to an investment in the notes, including
information about the Issuer's business. None of the Issuer, the lead managers or any of their representatives is
making any representation to any prospective investor regarding the legality of an investment in the notes under
applicable legal investment or similar laws. Prospective investors should consult with their own advisors as to legal,
tax, business, financial and related aspects of a purchase of the notes.
____________________________
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES 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 OF NEW HAMPSHIRE 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 QUALIFICATIONS 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.
____________________________
INTERNAL REVENUE SERVICE CIRCULAR 230 DISCLOSURE
PURSUANT TO INTERNAL REVENUE SERVICE CIRCULAR 230, THE ISSUER HEREBY
INFORMS YOU THAT THE DESCRIPTION SET FORTH HEREIN WITH RESPECT TO U.S. FEDERAL
TAX ISSUES WAS NOT INTENDED OR WRITTEN TO BE USED, AND SUCH DESCRIPTION CANNOT
BE USED, BY ANY TAXPAYER FOR THE PURPOSE OF AVOIDING ANY PENALTIES THAT MAY BE
IMPOSED ON THE TAXPAYER UNDER THE U.S. INTERNAL REVENUE CODE. SUCH
DESCRIPTION WAS WRITTEN TO SUPPORT THE MARKETING OF THE NOTES. THIS
DESCRIPTION IS LIMITED TO THE U.S. FEDERAL TAX ISSUES DESCRIBED HEREIN. IT IS
POSSIBLE THAT ADDITIONAL ISSUES MAY EXIST THAT COULD AFFECT THE U.S. FEDERAL
TAX TREATMENT OF THE NOTES, OR THE MATTER THAT IS THE SUBJECT OF THE
DESCRIPTION NOTED HEREIN, AND THIS DESCRIPTION DOES NOT CONSIDER OR PROVIDE
ANY CONCLUSIONS WITH RESPECT TO ANY SUCH ADDITIONAL ISSUES. TAXPAYERS SHOULD
SEEK ADVICE BASED ON THE TAXPAYER'S PARTICULAR CIRCUMSTANCES FROM AN
INDEPENDENT TAX ADVISOR.
____________________________
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The notes will be available initially only in book-entry form. The Issuer expects that the notes will be issued in
the form of one or more registered global notes. The global notes will be deposited with, or on behalf of, the DTC,
and registered in its name or in the name of Cede & Co., its nominee. Beneficial interests in the global notes will be
shown on, and transfers of beneficial interests in the global notes will be effected through, records maintained by
DTC and its participants. The Issuer expects the Regulation S global notes, if any, to be deposited with the trustee
as custodian for DTC, and beneficial interests in them may be held through Clearstream and Euroclear, as operator
of the Euroclear System, or other participants. After the initial issuance of the global note, certificated notes may be
issued in registered form under certain limited circumstances. See "Form of Notes--Issuance of Certificated
Notes."
The Luxembourg Stock Exchange takes no responsibility for the contents of this offering circular, makes no
representations 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 circular.
____________________________
MARKET DATA
The Issuer has obtained the market and competitive position data, including market forecasts, used throughout
this offering circular from internal surveys, market research, publicly available information and industry
publications. The Issuer includes data from reports prepared by itself; Datamark Ltda., or Datamark, a Brazilian
consulting firm that specializes in consumer products; the United States Department of Agriculture, or the USDA;
the Brazilian Ministry of Agriculture (Ministério da Agricultura); the Brazilian Association of Processed Meat
Exporting Companies (Associação Brasileira das Indústrias Exportadores de Carnes Industrializados), or ABIEC;
the Rabobank Group (the Rabobank Group consists of Coöperatieve Centrale Raiffeisen-Boerenleenbank BA in
Amsterdam, its affiliated Rabobanks, Interpolis NV in Tilburg, Robeco Group NV in Rotterdam, De Lage Landen
International BV in Eindhoven, Schretlen & Co NV in Amsterdam, Effectenbank Stroeve NV in Amsterdam, FGH
Bank NV in Utrecht, Rabohypotheekbank NV in Amsterdam, Onderlinge Waarborgmaatschappij Rabobanken BA
in Amsterdam and their group companies), or Rabobank; Fortune Magazine, or Fortune; the Brazilian Institute of
Geography and Statistics (Instituto Brasileiro de Geografia e Estatística), or IBGE; and the Brazilian National
Economic and Social Development Bank (Banco Nacional de Desenvolvimento Econômico e Social), or BNDES.
Industry publications, including those referenced here, generally state that the information presented therein has
been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is
not guaranteed. Similarly, internal surveys, industry forecasts and market research, while believed to be reliable,
have not been independently verified, and neither the Issuer nor the lead managers make any representation as to the
accuracy of such information.
____________________________
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ENFORCEABILITY OF CIVIL LIABILITIES
The Issuer has been advised by its Brazilian legal counsel, Pinheiro Neto Advogados, that a final conclusive
judgment for the payment of money rendered by any New York state or federal court sitting in New York City in
respect of the notes would be recognized in the courts of Brazil (to the extent that Brazilian courts may have
jurisdiction), and such courts would enforce such judgment without any retrial or reexamination of the merits of the
original action only if such judgment has been previously ratified by the Superior Court of Justice of Brazil
(Superior Tribunal de Justiça), such ratification being available only if:
·
the judgment fulfills all formalities required for its enforceability under the laws of the State of New York;
·
the judgment contemplates an order to pay a determined sum of money;
·
the judgment is issued by a competent court after proper service of process on the parties, which service
must comply with Brazilian law if made in Brazil, or after sufficient evidence of the parties' absence has
been given, as established pursuant to applicable law;
·
the judgment is not subject to appeal;
·
the judgment is authenticated by the Brazilian consulate in the State of New York;
·
the judgment is translated into Portuguese by a certified translator; and
·
the judgment is not against Brazilian public policy, good morals or national sovereignty.
Notwithstanding the foregoing, no assurance can be given that such ratification would be obtained, that the
process described above could be conducted in a timely manner or that a Brazilian court would enforce a monetary
judgment for violation of the U.S. securities laws with respect to the notes.
The Issuer has also been advised that:
·
civil actions may be brought before Brazilian courts in connection with this offering circular based solely
on the federal securities laws of the United States and that Brazilian courts may enforce such liabilities in
such actions against the Issuer (provided that provisions of the federal securities laws of the United States
do not contravene Brazilian public policy, good morals or national sovereignty and provided further that
Brazilian courts can assert jurisdiction over the particular action); and
·
the ability of a judgment creditor to satisfy a judgment by attaching certain assets of the defendant is
limited by provisions of Brazilian law. In addition, a plaintiff, whether Brazilian or non-Brazilian, who
resides outside Brazil or is outside Brazil during the course of the litigation in Brazil and who does not own
real property in Brazil must grant a pledge to guarantee the payment of the defendant's legal fees and court
expenses, except in case of collection claims based on an instrument (which do not include the notes issued
hereunder) that may be enforced in Brazilian courts without the review of its merit (título executivo
extrajudicial) or counterclaims as established under Article 836 of the Brazilian Code of Civil Procedure.
-v-


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This offering circular contains statements that constitute forward-looking statements within the meaning of the
U.S. Private Securities Litigation Reform Act of 1995 with respect to the Issuer. Many of the forward-looking
statements contained in this offering circular can be identified by the use of forward-looking words such as
"anticipate," "believe," "could," "expect," "should," "plan," "intend," "estimate" and "potential," among others.
These statements appear in a number of places in this offering circular and include, but are not limited to, statements
regarding the intent, belief or current expectations of the Issuer with respect to:
·
its strategic direction and future operation;
·
the implementation of its principal operating strategy;
·
its acquisitions, joint ventures, strategic alliances or divestiture plans;
·
the implementation of its financing strategy and capital expenditure plan;
·
the competitive nature of the industry in which it is operating;
·
the cost and availability of financing;
·
the performance of the Brazilian and Argentine economies generally;
·
the exchange rates between Brazilian and foreign currencies and Argentine and foreign currencies;
·
developments in, or changes to, the laws, regulations and governmental policies governing the Issuer's
business and products, including environmental and sanitary liabilities;
·
the declaration or payment of dividends;
·
the factors discussed under "Risk Factors" in this offering circular;
·
other factors or trends affecting the Issuer's financial conditions or results of operations; and
·
other statements contained in this offering circular regarding matters that are not historical facts.
Forward-looking statements are only the Issuer's current expectations and are based on its management's
beliefs and assumptions and on information currently available to management. Such statements are subject to risks
and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking
statements as a result of various factors, including, but not limited to, those identified under "Risk Factors" in this
offering circular. These risks and uncertainties include factors relating to the Brazilian and Argentine economies,
securities and foreign exchange markets, which exhibit volatility and can be adversely affected by developments in
other countries, factors relating to the Brazilian, Argentine and international beef industry, the Brazilian hygiene and
cleaning products industry, and changes in their regulatory environment and factors relating to the highly
competitive markets in which the Issuer operates. Forward-looking statements speak only as of the date they are
made, and the Issuer does 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.
The independent auditors of the Issuer have not examined or compiled the forward-looking statements, and,
accordingly, do not provide any assurance with respect to such statements. Prospective investors should consider
these cautionary statements together with any written or oral forward-looking statements that the Issuer may issue in
the future.
-vi-


PRESENTATION OF FINANCIAL AND OTHER INFORMATION
All references in this offering circular to the "real," "reais" or "R$" are to the Brazilian real, the official
currency of Brazil. All references to "U.S. dollars," "dollars" or "US$" are to U.S. dollars. All references to
"Argentine pesos," "pesos" or "P$" are to the Argentine peso, the official currency of Argentina.
On July 27, 2006, the exchange rate for reais into U.S. dollars was R$2.190 to US$1.00 based on the selling
rate as reported by the Central Bank of Brazil (Banco Central do Brasil), or the Central Bank. The selling rate was
R$2.172 per US$1.00 at March 31, 2006, R$2.340 to US$1.00 at December 31, 2005, R$2.666 to US$1.00 at March
31, 2005, R$2.654 to US$1.00 at December 31, 2004, and R$2.889 to US$1.00 at December 31, 2003. As a result
of fluctuations in the real/U.S. dollar exchange rate, the selling rate at July 27, 2006 may not be indicative of current
or future exchange rates. In addition, solely for the convenience of the reader, the Issuer has translated some
amounts included in (1) "Summary," "Capitalization," "Selected Financial Information" and "Business" from reais
into U.S. dollars using the selling rate as reported by the Central Bank at March 31, 2006 of R$2.172 to US$1.00,
and (2) "Summary," "Business" and "Principal Subsidiary" from Argentine pesos into U.S. dollars using the
commercial selling rate as reported by Banco de la Nación Argentina at March 31, 2006 of P$3.082 to US$1.00. As
a result, prospective investors should not read these selling rate conversions as representations that any amounts
have been or could be converted into U.S. dollars or reais at those or any other exchange rates. See "Exchange
Rates" for information regarding exchange rates for the real since January 1, 2001.
The Issuer's results of operations and assets and liabilities reflect the results of operations, assets and liabilities
of four related companies: (1) Friboi Ltda., or Friboi; (2) the Issuer; (3) Swift Armour S.A. Argentina, or Swift; and
(4) Agropecuária Friboi Ltda., or Agropecuária Friboi. In August 2005, the Issuer, at the time a non-operating
holding company, acquired 100.0% of the share capital of Swift, the largest beef producer in Argentina, indirectly
through another holding company, JBS Holding Internacional Ltda.
-vii-


The following chart shows the corporate structure of these companies at September 1, 2005 after giving effect
to the acquisition of Swift (percentage numbers reflect the percentage ownership of total share capital):
Batista Family (1)
100.0%
100.0%
100.0%
Agropecuária Friboi
Friboi Ltda. and its
JBS S.A.
Ltda. (2)
subsidiary (3)
100.0%
· Plants
· Operations
· Ranches
JBS Holding
· Corporate
Internacional Ltda. (4)
100.0%
Swift Armour S.A.
Argentina
___________________________________
(1)
The Batista Family includes Mr. José Batista Sobrinho, together with his wife, sons and daughters. Collectively, the Batista Family owns,
directly and indirectly, all of the assets of the Issuer and of a group of related companies that the Issuer refers to collectively as Grupo JBS.
As Brazilian law requires at least two owners of a company, members of the Batista Family frequently also own a small portion of most of
the companies in Grupo JBS.
(2)
On September 1, 2005, Agropecuária Friboi owned all of the slaughterhouses, beef and vegetable processing plants, canning plants,
distribution warehouses, hygiene and cleaning products manufacturing facilities and cattle ranches, as well as the corporate headquarters of
Grupo JBS in Brazil. Historically and through September 1, 2005, Agropecuária Friboi leased its operating assets and corporate
headquarters to Friboi, as well as sold cattle from time to time to Friboi.
(3)
Historically and through September 1, 2005, Friboi was the operating company of Grupo JBS. On September 1, 2005, Friboi's only
subsidiary was BF Produtos Alimentícios S.A., or BF Alimentícios, a Brazilian producer of processed beef and other products that was
formed in 2000 as a joint venture of Friboi and Bertin Ltda., or Bertin. In August 2004, BF Alimentícios transferred substantially all of its
operating assets to Friboi, and Friboi acquired the remaining 49.0% of the total share capital of BF Alimentícios from Bertin in January
2005.
(4)
JBS Holding Internacional Ltda., a limited liability company organized under the laws of Brazil, holds a 100.0% equity interest in Swift.
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Document Outline