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AnnuAl RepoRt                                2008
  theRe is one thing thAt is devAstAting when lAcking
but, if developed And encouRAged, hAs the potentiAl
of bReeding unpRecedented success in All dimensions
of life. this thing is tRust.




“no chAin cAn be stRongeR thAn its weAkest link. ”
 Jbs suppoRts the sustAinAble development of the livestock chAin.
indicAtoRs
net profit . R$ million     ebitdA . R$ million              consolidated gross
                                                             profit . R$ million


                                             1,156.1                            31,106
158




                     25
          -165                       602
                            547.8                                     14,727




                                                             4,749




 06        07        08      06       07          08          06        07          08




total Assets . R$ million   cash flow final                  net debt/ebitdA 2008
                            balance . R$ million


                   16,096                     2,292          2.89x
                                                                      2.77x

                                                                                2.31x
                                                                                            1.95x
                                    1,382
         8,448




3,464
                            261




 06        07        08      06       07          08         1º tri    2º tri      3º tri   4º tri




                                                       .2.
mission,
cReed And
vAlues
            the mission of Jbs s.A.

                    “Maximise the value of each animal in a sustainable
            way”.



            compAny cReed

                    “As we believe that one of the main competitive
            differences is the quality of our people, and as we believe
            that, no matter how simple the position may be, well-prepared
            and motivated personnel make the difference, we consider
            Human Capital as the main asset of our company. Mainly
            through our people we manage to innovate, create, improve
            and grow. This capital, when well used and with adequate
            support, enables us to achieve the results necessary for the
            perpetuation of JBS”.



            ouR vAlues

            :       Planning
            :       Determination
            :       Discipline
            :       Availability
            :       Frankness
            :       Simplicity



      .3.
history of Jbs



 the history of Jbs has been marked by the acquisition of more than 30 units
 over the last 15 years, with appropriate capital and management structure.                                                            Inalca – ITA
                                                                                                                              Swift Foods Co. – EUA/AUST.
                                                                                                                                         Maringá
                                                                                                                                     (Amambai) – BR
                                                                                                                                       Berazategui
                                                                                                                                  (Rio Platense) – ARG
                                                                                                                                  Colonia Caroya – ARG
                                                                                                                                   SB Holdings – EUA
                                                                                                                               JV Beef Jerky – BRA/EUA


                                                                                                                                                                      Tasman – AUST
                                                                                                                                                                    Smithfield Beef – EUA
                                                                                                                                                                     Five Rivers – EUA
                                                                                                                 Rio Branco – BR
                                                                                                                  Cacoal 1 – BR
                                                             Barretos                                             Cacoal 2 – BR            Venado – ARG
                                                           (Anglo) – BR                                          Porto Velho – BR            Tuerto – ARG
                                                           Pres. Epitácio                                             Vilhena             Pontevedra – ARG
                                                          (Bordon) – BR                                          (Frigovira) – BR           (CEPA) – ARG
                           Barra do Garças                Campo Grande
                            (Sadia) – BR                  (Bordon) – BR
                                                                                                                                                                            19.8


                                                                                                         Cáceres                 Pedra Preta
                                                                                                     (Frigosol) – BR         (Frigo Marca) – BR
                  Goiânia                   Andradina                    Araputanga                      Iturama                   Rosário
                (Anglo) – BR               (Sadia) – BR                (Frigoara) – BR               (Frigosol) – BR           (Swift) – ARG                 12.7
                                                                                                                                  San Jose
                                                                                                                               (Swift) – ARG



  Anápolis
(Bordon) – BR


                                                                                                                                    1.5           1.9
                                                                                                          0.7          1.2
                    0.3         0.4            0.4             0.5            0.5         0.4




     93             96           97            99              00             01              02           03          04           05            06          07*           08**


  R$/US$ exchange rate at the end of the year.                                                                                                              R$/US$: 2,337
                                                                                                                                                                    2.337


  Source: JBS
  * Pro forma JBS S.A. LTM Dec07 (includes JBS USA)
  ** Pro Forma JBS S.A. LTM Dec08 (includes JBS USA, Tasman and 50% of Inalca); Smithfield Beef LTM Dec08




   growth in slaughtering capacity (head/day)
                                                                                                                  Acquisitions
                                                                                                                  ensuRe An
                                                                                     65,700

                                                                            51,400




   5               500
                                           5,800
                                                            22,600
                                                                                                                  incReAse in
   53                70               02             06                 07               08
                                                                                                                  slAughteRing
                                                                                                                  cApAcity
                                                                                               .4.
index
AnnuAl
RepoRt
2008           Jbs historical overview
               Jbs today
                                             .6.
                                             .7.
               who Jbs is                   . 14 .

               message from the president   . 16 .

               message from the             . 18 .
               board of directors

               segments of Activity         . 20 .

               Acquisitions                 . 27 .

               corporate governance         . 30 .

               operations and               . 39 .
               commercial Relationships

               financial performance        . 46 .

               consolidated brands          . 49 .

               sustainability               . 53 .

               corporate information        . 65 .
               financial statements         . 67 .


         .5.
Jbs oveRview
55 yeARs
of impoRtAnt
Acquisitions
And stRong
inteRnAtionAl                                                          JBS have expanded the Company business based on
                                                                the business spirit in management, the vocation for leadership
                                                                and the quality of employees and collaborators. Innovative

pResence                                                        actions have turned this company into the largest world
                                                                producer of meat and the largest Brazilian food company.




          1953                         1968                                 1970                          1981 a 2002



                                                                                                    Significant expansion of the
                                                                                                  Brazilian operation through the
  José Batista Sobrinho                                                                            purchase of slaughtering units
starts operation of a small                                      With the purchase of another      and also units producing fresh
                               Acquisition of the first
slaughterhouse in the city                                        cattle-slaughtering unit in     and industrialised meat, as also
                                slaughtering unit in
 of Anápolis (GO), with a                                         Luziânia (GO), production         as investments in increasing
                                  Planaltina (DF).
 capacity of handling five                                        soars to 500 heads a day.          the production capacity. In
 heads of cattle per day.                                                                           this period, the slaughtering
                                                                                                  capacity reaches 5.8 thousand
                                                                                                           heads per day.



          2005                         2007                                 2008




   Internationalization.                 IPO.                          Consolidation of
   Acquisition of Swift       Acquisition of Swift EUA.             globalization. Constant
        Argentina.              Start of globalization               search for efficiency.



                                                          .6.
Jbs todAy
        JBS is now the largest beef producer in the world, with                    The operations in the United States have a total of
a capacity to slaughter 65.7 thousand heads of cattle per                  17,900 employees and production is distributed among
day. The Company is also the largest world exporter of beef,               18 units with a total slaughtering capacity of 28,600 heads
with access to all world markets, and also has production                  of bovine cattle per day, 48,500 pigs per day, 4,500 small
platforms in the four largest world producers, namely Brazil,              animals per day, and 11 confinement pens with a static
Argentina, Australia and the United States.                                capacity to fatten 820,000 thousand heads of cattle.
        The Company produces both fresh and processed                              The JBS operations in Australia are distributed among
beef, ready meals, preserved vegetables, beef by-products,                 10 plants with a total capacity to slaughter 8,500 heads of
and also fresh pork meat. The Company is market leader for                 cattle per day and 15,000 small animals daily.
beef on the Brazilian, Argentinean and Australian markets,                         In Italy, Inalca JBS has more than 2 thousand
and also the third largest beef-producing company on                       employees, 8 production plants and the capacity to slaughter
the American market. With a slaughtering capacity of 48.5                  3,000 heads of bovine cattle per day. This Company has
thousand heads per day, JBS has become the third largest                   an additional distribution platform in countries such as the
producer of pork in the United States.                                     United Kingdom, Russia, Angola, the Congo, Algeria, the
        The Company operations are carried out in several                  Democratic Republic of the Congo and Poland.
different units in Brazil, Argentina, the United States, Italy and
Australia, and this has provided access to all the consumer
markets of the world, operational flexibility in production, low               distribution of production units in 2008
transport costs, both for transporting the cattle to the units
and for transporting the products to the end clients, and a                    Brazil
lower risk of phytosanitary problems.                                          Australia
        JBS has a structure of low cost, efficient operating                   USA
cycle and high-quality products. All platforms have a                          Argentina
sustainable and long-term relationship with clients around                     Italy
the world. JBS Brazil serves these clients through the
Company’s 22 Production Units, with a capacity to slaughter                                  8
18,900 heads of cattle per day and with a total workforce of
16,900 employees in Brazil.
                                                                                                                          22
        In JBS Argentina, there are six slaughterhouses with                       6

a total capacity of 6,700 heads/day as well as production of
industrialised products and one tin packaging factory, with a
total of 5 thousand employees in that country.



                                                                                       18

                                                                                                               10



                                                                     .7.
Jbs woRldwide
globalized production and distribution platform




   JBS NO MUNDO

    Slaughterhouse (Beef)
    Slaughterhouse and Industry
    Distribution Center
    Vegetable Canning Plant
    Beef Canning Plant
JBSBeefMUNDO
     NO Jerky Plant (Beef Snack’s)
    Slaughterhouse (Pork)
Abatedouro
    Slaughterhouse (Lamb)
Abatedouro ePork Processing Plant
    Beef and Indústria
Centros de Distribuição Plant
    Wet Blue Processing
Indústria de Vegetais em Conserva
    Headquarters Office
Indústria de Carne Enlatada
    Feed Lot
Indústria de beef Jerky (Beef Snack’s)
    Package Industry
Indústria de Carne Suína
    Inland Container Terminal
Indústria de Carne Ovina
    Commercial Office
Processamento de Carne Bovina e Suína
Curtume
Sede Administrativa                               .8.
Confinamento
Indústria de Embalagens
Jbs bRAzil


description                                                            :        19 slaughtering units situated in Brazil, in the States
:      The operations of JBS Brazil are carried out by 22                       of Acre, Goiás, Mato Grosso, Mato Grosso do Sul,
       production units, with a total capacity of slaughtering                  Minas Gerais, Rondônia, São Paulo and Paraná,
       18,900 heads of cattle per day, and more than                            five of which also have the capacity to produce
       16,900 employees;                                                        industrialised products;
:      The clients of JBS in Brazil are essentially sellers,           :        One plant for tin packaging, in the State of Rio de
       restaurants and leather tanning units (curtumes). The                    Janeiro, Brazil;
       current client portfolio of JBS includes more than              :        One plant for tin packaging for vegetables, in Minas
       6,000 companies on the internal market; and                              Gerais, Brazil;
:      JBS is the largest Brazilian exporter of bovine                 :        One plant for jerked beef in São Paulo, Brazil; and
       products, with a turnover of US$1.1 billion in 2007,            :        One confinement site in the State of São Paulo, Brazil.
       according to the Secretariat for Foreign Trade
       (SECEX). The Company is also the 22nd largest
       exporter in Brazil, considering all segments.                   clients
                                                                              In 2008, a total of 11,240 clients were served on the
platform                                                               domestic market, and 436 on the overseas market, in more
        At this moment, the Company plants are distributed             than 100 countries, especially Russia, the United Kingdom,
as follows:                                                            Iran, Hong Kong and Saudi Arabia.




                       AC
                                      RO
                               AC
                                                ROMT


    JBS IN BRAZIL                                             GO MT
                                                                           MG
                                                    MS
    Slaughterhouses                                                             GO
          JBS NO BRASIL
    Slaughterhouses and Industry
                                                               SP               RJ        MG
                                                         PR         MS
    Distribuition Centres
    Units AbatedourosVegetables
           for Preserved
                                                                                 SP            RJ
    Units AbatedourosBeef
           for Preserved e Indústria                                                                        : total kill capacity: 18,900
    Administrative Office
          Centros de Distribuição                                          PR                                    heads of cattle/day.
    Container Yard de Vegetais em Conserva                                                                      : 16,900 employees.
          Indústria
    Confinement Unit                                                                                           : amount of plants: 22
        Indústria de Carne em Conserva
        Sede Administrativa
        Pátio de Containers
        Confinamento                                             .9.
Jbs ARgentinA


  description                                                             platform
  :     In 2005, JBS acquired Swift, now known as JBS                             At this moment, the Company plants in Argentina are
        Argentina, with a capacity to slaughter 6,700 heads               distributed as follows:
        of cattle per day and more than 5,000 collaborators;              :       Six slaughtering units in Four provinces (Buenos Aires,
  :     The Company was the first packaging industry in                           Entre Ríos, Santa Fé and Córdoba), of which five also
        Argentina to receive the ISO 9001:2000 certification for                  have the capacity to produce industrialised meats;
        the whole process of production of processed meats;               :       One plant for tin packaging, in the province of
  :     In Argentina, the Company is absolute market leader                       Buenos Aires.
        in the segment of industrialised meats for the internal
        market, with a market participation of 77% of all                 clients
        sales of 2007. The client portfolio consists of 786                      JBS Argentina has a total of more than 650 clients
        companies; and                                                    internally and 140 clients on the export market, serving 43
  :     Last year, JBS Argentina was responsible for 87% of               countries, especially the European Union, the United States,
        all the industrialised beef sold in the country, which            Uruguay, Israel and Canada.
        exported to the United States, Europe and about
        190 other clients.




                                                                                 SF

                                                                             SF
                                                                      CO              ER
                                                                     CO           ER

                                                                             BA
                                                                            BA




JBS NA ARGENTINA
     JBS IN ARGENTINA

Abatedouros
      Slaughterhouses
Abatedouros e Indústria Industry                                                                              : total kill capacity: 6,700
      Slaughterhouses and
                                                                                                                  heads of cattle/day.
Escritório
      Administrative Office
                                                                                                                  : 5,000 employees.
                                                                                                                 : amount of plants: 7



                                                                   . 10 .
Jbs united stAtes


description                                                                        :           3 pig-slaughtering plants in Minnesota, Iowa and
:      The operations of JBS USA are carried out by 18                                         Kentucky;
       production units, with a total capacity of slaughtering                     :           1 sheep-slaughtering plant in the state of Colorado;
       28,100 heads of cattle per day, 47,900 pigs per day,                        :           1 leather tanning unit in Texas;
       and 4,000 heads of sheep per day, as well as 11                             :           2 units for production of preserved meat (jerked beef)
       confinement units with a total capacity of fattening                                    in Minnesota and Texas;
       820,000 heads of cattle.                                                    :           2 grease units in Pennsylvania; and
:      The operation has more than 24,200 employees; and                           :           11 confinement units in the states of Colorado, Texas,
:      The Company has been well known as a supplier of                                        Oklahoma, Kansas, Ohio and Idaho.
       prime-quality beef and pork for more than 150 years.
                                                                                   clients
platform                                                                                  JBS Argentina has a total of more than 3,900
       At this moment, the Company plants in the United                            clients in the United States and some 500 clients on the
States are distributed as follows:                                                 export market, serving 37 countries, especially Mexico,
:      8 slaughtering units in the states of Colorado, Utah,                       Canada, Taiwan, South Korea and Hong Kong.
       Texas, Nebraska, Wisconsin, Michigan, Pennsylvania
       and Arizona;




                                                                        MN
                                                                                 MN
                                                                                 WL
                                                                                             WL                    CT
                                                                         IA
                                                         NE                                                    NJ          CT
                                                                                       IA
                                                                                        IL
                                     UT                            NE                                                    NJ
                      CA                       CO                                            KY IL
                        CA           AZ UT          CO                                               KY
                                          AZ

                                                              TX
                                                                                                      FL
    JBS IN EUA
                                                                        TX
                                                                                                              FL
    Cattle Slaughterhouses
    JBS NOS EUA
    Distribution Centres                                                                                                   : total kill capacity: 80,000
    Pig Slaughterhouses                                                                                                         heads of cattle/day.
    Abatedouros Bovinos
    Pig and Cattle Slaughterhouses                                                                                             : 24,200 employees.
    Centros de Distribuição
    Sheep Slaughterhouses                                                                                                     : amount of plants: 18.
    Abatedouro Bovino e Suíno
    Administrative Headquarters
    Abatedouro Suíno
    Offices
    Abatedouro Ovino
    Sede Administrativa                                                       . 11 .
    Case Ready (pratos prontos)
Jbs AustRAliA


        description                                                           platform
        :      The operations of JBS Australia are carried out by 10                  At this moment, in Australia, the Company plants are
               production units, with a total capacity of slaughtering        distributed as follows:
               8,500 heads of cattle per day and 16,500 heads                 :       10 slaughtering units for cattle, sheep and pigs; and
               of sheep and pigs. In addition, the Company has                :       5 confinement units in Queensland and New South
               some 6,900 employees;                                                  Wales.
        :      TBS Australia is the largest meat processor and
               exporter on the Australian market, having a commercial         clients
               relationship with more than 30 countries, mostly on the               JBS Australia has a total of 185 clients in the United
               Pacific coast and in North America.                            States and some 400 clients on the export market, serving
                                                                              35 countries, especially South Korea, China, Japan, Taiwan
                                                                              and Indonesia.




                                                                              Queensland
                                                                                      Queensland
                                     Western Australia
                                                          Southn Australia
                              Western Australia                                   New South Wales

                                                         Southn Australia
                                                                                       New South Wales
                                                                                  Victoria




                                                                                        Victoria


            JBS IN AUSTRALIA                                                                                     : total kill capacity: 25,000
                                                                                                                      heads of cattle/day.
            Cattle Slaughterhouses                                                                                    : 6,900 employees.
            Distribution Centres                                                                                    : amount of plants: 10
            Administrative Headquarters
            Confinement Units
JBS NA AUSTRÁLIA
                                                                         . 12 .
Abatedouros
Centros de Distribuição
inAlcA Jbs itAly


description                                                            distribution
:      The Italian operation is responsible for the                    :      Moscow (Russia)
       production of fresh bovine meat, as also as                     :      St. Petersburg (Russia)
       processed and smoked meats and snacks, through                  :      Luanda (Angola)
       a jointventure with the Cremonini Group;                        :      Lobito (Angola)
:      Turnover of US$1,039 million and assets of US$771               :      Melangie (Angola)
       million;                                                        :      Brazzaville (Congo)
:      The production division is responsible for two                  :      Point-Noire (Congo)
       companies: NALCA SpA and Montana Alimentari SpA;                :      Algiers (Algeria)
:      Largest producer of beef in Italy;
:      Largest producer of industrialised beef in Europe;              production units
:      Largest producer of hamburgers in Italy;                        :      Poland – Slaughterhouse
:      The Company is the only non-American supplier of                :      Moscow – Logistics and Distribution
       McDonald’s;
:      Capillarity in distribution throughout Europe, Africa           clients
       and Russia;                                                              INALCA JBS has a base of more than 8,000 clients
:      Benchmark in technology in the market for cattle                internally and also 660 on the external market, serving 65 countries,
       slaughtering;                                                   especially France, Spain, Greece, England and Germany.
:      10 production plants;
:      Production capacity of 800,000 heads of cattle per year;
:      40,000 tonnes of hamburgers per year; and
:      2,019 collaborators.




                                                                                                             : total kill capacity: 800,000
                                                                                                                   heads of cattle/day.
    JBS IN ITALY                                                                                                   : 2,019 employees.
                                                                                                                 : amount of plants: 10
    Slaughterhouses NA
              JBS        ITÁLIA

              Abatedouros
                                                                  . 13 .
who Jbs is

pioneeRism
hAs been the
mARk of the                                                                       The year of 2007 has been important in the history of
                                                                         JBS as the start of the globalisation of the Company, while the
                                                                         year of 2008 has seen the consolidation of this movement. In

pAth tRAiled                                                             2007, JBS purchased the Swift Foods Company, in the USA,
                                                                         with units in that country and also in Australia, now known as
                                                                         JBS USA and JBS Australia. In 2008, JBS announced the

by Jbs                                                                   completion of purchase of a 50% stake in Inalca, the largest
                                                                         producer of beef in Italy, as also of Smithfield Beef Group,
                                                                         Inc. and the Tasman Group, the former being situated in the
                                                                         United States and the latter in Australia.
       The success of the Company is backed up by                                 The acquisitions in 2008 have consolidated the
business spirit and by a pioneer approach, both very strongly            globalisation of the Company and also strengthen the JBS
present in JBS management.                                               strategy of geographical diversification of their production
       JBS S.A. was the first company to be structured                   and distribution units, thereby reaffirming the Company’s
professionally, in the meat industry in Brazil. The strategic vision,    global presence in the main meat-producing countries,
focused on an expansion policy, started the internationalisation         and with access to 100% of the consumer markets. This
of the Company in 2005 with the purchase of Swift Argentina.             production platform makes JBS a company that holds
       The following year, the Company became a sociedade                global leadership in the beef segment, and which exports to
anônima (like a PLC in the United Kingdom) and, in March                 the most important importing countries in this segment.
2007, promotes a new milestone on the São Paulo Stock                             The JBS management style also includes a search for
Exchange. With the opening of the Company’s capital in 2007,             modernity, quality of products and raw materials, construction
JBS strengthened its pioneer spirit, being the first company in          of relationships with partners, clients, collaborators and society
the meat-packing segment to trade its shares on the Stock                in general, satisfaction of shareholders, and a commitment to
Exchange. The opening of the Company’s capital shows the                 issues of social and environmental responsibility.
advances made by JBS, which thus consolidates the best                            JBS is dedicated to the production of fresh and chilled
practices of Corporate Governance which the Company has                  beef, processed beef, fresh and chilled pork, and also beef
always practiced, making the market more transparent.                    and pork by-products.




                                                                    . 14 .
JBS is present in all the world’s consumer markets thanks          volume sold . thousand tonnes – 2008
to its productive strategy, with plants in the main beef-producing          domestic market (1,343)
countries – Brazil, Argentina, the United State, Italy and Australia        Fresh
– and also leadership in terms of exports, serving 110 countries.           Processed
JBS also has, as their strategy for the consolidation of global             Others
presence, a strong and well-structured policy of acquisitions.                                6.9%
In 2008, they tightened their grip on the North American market                      2.4%
with the purchase of Australian company Tasman for some
US$150 million, and also the takeover of Smithfield Beef, which
operates in the United States.
         JBS analyses companies throughout the world, to
identify those that have good market potential but which are
not able to establish an efficient management system. On
takeover, the companies go through a period of financial
cleansing and then the JBS standards of management
are enforced. This means that there has been the start of
a process of optimisation of the results of these production
units and also the unification of Company culture.                                                       90.7%
         Nowadays, JBS is active in the food and transport
segments, and, in all the countries where the Company is                    volume sold . thousand tonnes – 2008
present, has a total of 48.9 thousand collaborators which                   export market (419)
contribute towards the success of the Company.                              Fresh
         The JBS operations are structured in five segments:                Processed
:        JBS Brazil
:        JBS Argentina                                                                       6.2%
:        JBS United States
:        JBS Australia
:        JBS Italy (Inalca)




                                                                                                        93.8%
                                                                   . 15 .
messAge fRom
the pResident
Joesley mendonça batista
President of JBS S.A.




        We kept at 2008 the same growing rate that                          Not less important, at 2008 JBS retaken the newly
characterized Company’s management on last years, with              USA’S purchased company results, between fixed costs
worldwide presence in the main producer and customer                reduction, operational efficiency improvement, larger scale
markets for our products. Our global production platform            and focus on details. Those points, due they are inside factors
is consolidated, with many challenges as our culture                – not exposed to market conditions – created a scenario to
implantation in those unities, processes integration and            Company continue presenting sustainable results.
costs structure revision, that resulted in efficiency and                   Positive results were ensured thanks to excellent
improvement increasing – we optimize our resources on               JBS positioning on its main markets. EBITDA margin
production processes managing, speed up our production              maintenance in the 4% rate probes JBS solidity and risk
unities supplying and fresh products delivery, with quality to      management capacity.
our customers.                                                              Company also work on is de-leverage, reducing the
        Company attitudes were a preparation for worldwide          relation between liquid debt on EBITDA from 3.64 at 2007 to
economic crisis. With the turnover in worldwide credit              1.95 at 2008. Worked with debt basically funding its working
market and lower funding lines availability on international        capital, not having problem to refund its short time debts in
financial markets, we turn our focus to the Company                 the moments of low liquidity market. At 2008 also began to
economic health, rather than to continue growing, as was            balance geographically its debt, with incomes generation on
occurring to this moment. Between adversities we were               each operation country.
in face of there are strong increase on cattle prices, low                  The Company belief in its values reflect on management
cattle availability due a cyclic herd deterioration and the         attitudes, as the adoption of additional corporative governance
high appreciation of Brazilian currency, Real, in the first half    practices in relation to that is required by law and the own
of year - that prejudices our products competitiveness on           regulation of New Market from BM&FBovespa, as the existence
international market.                                               of audit, Finances, People Management and Enterprise Strategy
        Although in face of this scenario, we close 2006 with       committees,. On this last comittee, a detach for Sustainability
R$ 30.3 billion of net income, that represents more tan two         quaestions. We have sustainability programs suitable to each
times last year income, a 114.5% growing and R$ 1.2 billion         production unities, that includes environment, natural resources
of EBITDA, 95.6% higher than 2007.                                  use, wastes treatment and social actions.



                                                               . 16 .
with                         Although pointing to 2009 as a year to conservative
                     business management movements, JBS demonstrates
                     that its growing strategy has been being correct. Company

conseRvAtive         is taking advantage of opportunities as firms acquisitions,
                     where its management model, between efficiency
                     improvement and costs reduction, can increase its resuls. At

mAnAgement           2008 we incorporate to our portfolio Inalca operations, Italian
                     firm responsible by fresh beef, manufactured, smoked and
                     snacks production, between Association with Cremonini

And A focus          group, Tasman Australian group, and Smithfield Group beef
                     unity (Smithfield Beef), in United States, and its confining
                     operations known as Five Rivers, are now respectively

on Results,          named as: “   JBS Packerland” and “JBS Five Rivers”.
                             Those acquisitions represents the conclusion of
                     investments plan to build a slaughtering, production and

Jbs envisAges        trading platform sustainable, on EUA and Australia, that began
                     at July, 2007, between Swift & Company acquisition.
                             The next years, we believe, Will be marked by JBS

oppoRtunities        distribution global platform integration and expansion, to
                     consolidate each more our strategy to create the largest
                     world company of direct distribution of beef, cooled and

Amid moments         freeze dairy products.
                             This report shows JBS’S management solidity and the
                     trust that company entrust on its more than 48.9 thousand

of tuRbulence        employees around the world.




                . 17 .
messAge fRom
the boARd
of diRectoRs

constAnt                                                               JBS is structured to grow by replicating its business
                                                               model and taking opportunities that place the Company
                                                               closer to the supplier markets and producers. The Company

gRowth,                                                        is therefore in an excellent position to take on the current
                                                               phase of the world economy, with solid financial health and
                                                               a conservative management in the main markets.

And solidity                                                           JBS has its main asset in its team of collaborators. The
                                                               innovation capacity and the ability to meet even the strictest
                                                               consumer expectations have led JBS to levels of excellence
                                                               which make the Company look to the future with confidence.
                                                                       Even with the negative factor of the world financial crisis,
                                                               which hit the markets as from October 2008, JBS managed
                                                               to build a solid base to make their business permanent. The
                                                               geographical expansion has ensured presence close to the
      Ever since the Company was set up in 1951, with          clients, thereby bringing significant reductions of operational
a slaughtering capacity of five heads a day, until reaching    and logistics costs. The Company has been keeping up its
60 thousand heads per day, with units on six continents,       margins, this clearly showing that it is possible to establish
JBS has always trailed a path of excellence in business        performance targets and to have security in business.
management, administration of human resources and risk                 The Management of JBS in 2008 has shown itself
assessment. Nowadays these qualities are more important        to be competent and conservative in the light of a scenario
than ever before. The world is changing, and business          of turbulence, and this has reaffirmed its excellence of
scenarios are more and more volatile.                          management, and credibility before the market.




                                                          . 18 .
globAlisAtion
cAttle is the most impoRtAnt commodity in the stAte
of coloRAdo, And is Responsible foR moRe thAn 60% of
ouR AgRicultuRAl income. Jbs bRings An inteRnAtionAl
peRspective to this industRiAl segment, which will
benefit the pRoduceRs And Also mAke AgRicultuRe in
coloRAdo feAsible in yeARs to come.


                              betsy markey
                              Congresswoman from the
                              Fourth District of Colorado




                         . 19 .
segment
of Activity
Jbs is Active in                 The year 2008 was marked by the global financial
                        crisis. As from September 2008, the world felt the pinch with
                        the effects of this scenario.

the pRoduction                   The speculations about the duration and the impact
                        of the current global crisis have led to a high volatility as
                        yet unseen in the capital markets. For JBS, this situation

And commeR-             of instability was regarded as an opportunity to prove the
                        solidity of the Company and also the ability to manage risks,
                        which gave the Company reasonable financial stability even

ciAlisAtion of          in the most adverse conditions.
                                 The experience of JBS in statistical studies on elasticity
                        have shown that, during previous global crises the consumption

beef, And is            of bovine protein was not reduced, meaning that the Company
                        believed that the demand for their products would continue to
                        grow and that there would be good results at the end of 2008.

pResent in              Some effects of this crisis, such as exchange rate operations,
                        brought important benefits. This movement led to the financial
                        deleverage of JBS, as currently more than 80% of cash flow is

the lARgest             in American currency while almost all the debt in Brazilian Reais.
                        It also provided operational gains through the global production
                        and distribution platform, directing Company resources

pRoducing               between the markets for each region.
                                 In 2008, the first impact on business came in the form of
                        suspension of credit lines for exports. JBS, well positioned with

And consumeR            the main producing and consumer markets, sought to strengthen
                        their activities in the domestic markets where they have their
                        units. In this way, the Company reduced its dependence on

mARkets of              international markets when there was lack of credit for importers.
                        Once again, the strategy of expanding Company business
                        throughout the world and getting closer to the main markets

this segment            proved to be correct. Lower costs and improvement to efficiency
                        were key factors for the success of the Company.

                   . 20 .
The position of JBS on the markets in the United States    and also for the full retaken of the results obtained by
and in Australia were important factors for the Company             JBS USA. In addition to the good results obtained on the
business not being contaminated by the world financial crisis.      American market, exports have stood out through the strong
The United States are the largest world market for beef, while      global demand. The turnaround of operations in the USA
Australian has strategic closeness to the Asian markets. In         has once again proved the experience and the competence
the United States, the Company also has strong operations           of the Management of JBS, guided by your efficient strategy
with pigs as well as cattle, this being a diversification that      of seeking opportunities in purchases.
also helped to ensure positive results in the year.                        In 2008, JBS thus consolidated the Company’s
         JBS obtained satisfactory results in 2008. The             globalisation and also confirmed to the market its capacity
Company closed the year with a positive performance.                for management.
The third quarter, for example, had the best quarterly result
consolidated in the history of the Company, with an EBITDA          pRoduction
of R$470.5 million, a net turnover of R$7,771.5 million, and a
net profit of R$694.0 million. In this same period, JBS USA,                Brazil has the 2nd largest bovine herd and In terms
considering its activities in the beef segment, also obtained       of the herd commercially used, Brazil has the largest cattle
its best historical result and confirmed the expected increase      herd in the world, by number of cattle heads.
in EBITDA margin, from 5.1% in 2Q08 to 5.6% in 3Q08.                        In the ranking of world production of beef, Brazil is in
         The year 2008 was important for JBS to confirm its         2 position, behind the United States which yonder USA are
                                                                      nd


stability and leadership in the beef segment, even in the light     the largest consumer of this product.
of an adverse scenario.                                                     Australia is the second largest exporter of beef as
         The year has also been relevant because JBS has            it has many productive advantages: exceptional sanitary
confirmed its stability and leadership in the beef segment          conditions, as it is a large island without borders onto any
                                                                    other countries, which means there is no risk of infection by
                                                                    animals from other countries; good weather conditions; and
                                                                    proximity to Asia, an important consumer market for beef.
bRAziliAn mAcRoeconomic scenARio                                            Argentina is the fourth largest beef producer.
                                           2007           2008      Argentinean meat is in itself a very strong brand on the
Growth in GDP                               3,7            5,4      international market through its tradition, native pastures and
Inflation (IGP – M)                         3,8           1,76      also its climate similar to that of Europe. These benefits allow
Inflation (IPCA – M)                        3,1           4,47      the development of a product which is highly competitive on
Selic (Official Interest Rate)             15,0          11,25      the European market.
Sources: IBGE and FGV




                                                               . 21 .
total scenario - herd & production - 1960 to 2009

      Total Herd
      Production (equivalent carcass weight)



                      1,200.0                                                                                                                                                         70.0

                      1,100.0                                                                                                                                                         60.0




                                                                                                                                                                                             production . million tonnes
herd . million head




                      1,000.0                                                                                                                                                         50.0

                       900.0                                                                                                                                                          40.0

                       800.0                                                                                                                                                          30.0

                       700.0                                                                                                                                                          20.0

                       600.0                                                                                                                                                          10.0
                            60   62          64       66   68   70   72   74   76   78    80   82      84    86   88   90   92       94       96       98   00   02   04   06    08
  Source: USDA




      main beef exporters                                                                                     main beef importers

      Brazil                                                                                                  United States
      Australia                                                                                               Russia
      United States                                                                                           Japan
      India                                                                                                   Mexico
      New Zealand                                                                                             European Union
      Canada                                                                                                  South Korea
      Argentina                                                                                               Canada
      Uruguay                                                                                                 Venezuela
      European Union                                                                                          Egypt
      Others                                               11                                                 Others
                                                                                                                                                                            18
                                                  1
                                                                                    26
                                             5                                                                                       29


                                     6


                                 6                                                                                                                                                     15


                                                                                                                                 3
                                         6
                                                                                         17                                          4

                                                                                                                                          4                                      10
                                                  10
                                                                                                                                                   5
                                                                     12                                                                                     6         6




                                                                                                    . 22 .
consumption

        Beef is an important source of protein, and for this
                                                                                             expectAtions
reason it is the third most commonly eaten meat in the world,
after pork and chicken.
        USDA statistics show that the consumption of beef
                                                                                             of steAdy
has been rising steadily since 1960. The same source shows
that since 2001 the world consumption of beef has grown at
a rate of 1.1% per year, on average.
                                                                                             gRowth in
        For the next few years, we expect a steady growth in
the world consumption of beef, as a result of the population
growth, mainly in countries like China, Brazil, other Latin
                                                                                             consumption
American countries, the Middle East and Eastern Europe.
        The maintenance in the growth of the population in
developed markets and the constant growth of population
                                                                                             of beef
in the emerging markets show a strong demand for the
Company’s products in both the short and the long term.




             world population growth and consumption of beef

            Population of Developed Countries
            Population of Developing Countries
            Consumption of Beef*



                         10,000.0                                                                                                                      140.0

                                                                                                                                                       120.0

                                                                                                                                                               consumption . million tonnes
                          8,000.0                                                   cAgR 2.0%
                                                                                                                                                       100.0
  population . million




                          6,000.0                                                                                                                       80.0

                                                                                                                                                        60.0
                          4,000.0
                                                                                                                                                        40.0
                          2,000.0
                                                                                                                                                        20.0

                              0.0                                                                                                                          -
                                    60   65   70   75   80   85     90      95      00      05   10*   15*   20*   25*   30*   35*   40*   45*   50*
        Source: United Nations and USDA
        * UN Estimate
        ** Trend for beef consumption considering CAGR of 2% per annum (between 1960 and 2009)




                                                                                       . 23 .
consumption of beef per caput . in kilos per year



    65.6


                52.4

                           40.7
                                       37.3
                                                  34.7
                                                              31.7
                                                                          24.1

                                                                                      15.9       16.3
                                                                                                             9.4
                                                                                                                        4.7




  Argentina   uruguay      usA        brazil     Australia   canada       mexico       eu       Russia      Japan      china




commeRce                                                                     In the export ranking, Brazil has been in the lead since
                                                                      2004, mainly thanks to the increase of the national herd and
         The United States, even as the largest beef producer in      also efficiency in livestock husbandry, together with the
the world, has a shortage of production of lower-value cuts, in       occurrence of BSE in some beef-exporting countries – this
contrast to a surplus of high-value cuts, which makes the USA         being an illness which does not affect the national herd, and
the largest importer of subgrade beef (as the production does         which therefore opened the markets formerly covered by
not meet the high demand of the country) and an important             these countries to the export of Brazilian meat.
exporter of choice and prime cuts. The country’s exports                     Argentina has been significantly increasing their
fall after 2003, in the wake of the outbreak of BSE (popularly        exports in recent years. The beef industry in the country has
known as “mad cow disease”), but started an important                 obtained great success through the international marketing
recovery as from 2008, suggesting that the volumes exported           made with the aim of placing the country’s meat with a prime
should return to the levels of before 2003.                           perception by the international market.
         In Australia, export of beef is a strong activity. The
country has been one of the leaders in this segment for more
than a decade now. About 75% of the exports of Australian beef
have been made to Japan, South Korea, Russia, Taiwan and
Mexico, among other countries, and this figure is developing
further, so that there may be a record growth in 2009.




                                                                . 24 .
beef deficit and surplus . thousand tonnes                                  the beef industRy: bRAzil, ARgentinA, the
                                                                                 united stAtes And AustRAliA
     1999
     2009*                                                                               With the largest beef herd for commercial purposes,
                                                                                 Brazil has also become the largest world exporter of beef,
                brazil                                                           thanks to the stepping up of production, characterized
                                                                                 by low cost, which allows the widening of the range of
                                                                                 destination markets for exports. The reduction of sanitary
            Argentina                                                            and commercial barriers has also played a part in bringing
                                                                                 about the average growth of 25.5% in Brazilian beef exports
                                                                                 since the year 2000.
            Australia
                                                                                         In 2008, considering the total between January and
                                                                                 October, Brazil exported just over 1.89 million tonnes of fresh
       united states                                                             beef equivalent, with a turnover of US$4.67 million. Compared
                                                                                 with the same period for 2007, we see that there has been
                                                                                 a rise in turnover by 26%, in contrast to a 13% fall in volume.
                china
                                                                                 The largest buyer of Brazilian fresh beef has been Russia,
                                                                                 with 38% participation, followed by Venezuela (9%), Iran (7%),
            european                                                             Hong Kong (5%), Egypt (5%), Algeria (4%) and Israel (4%).
               union                                                             For processed meats, 20% of the total exported goes to the
                                                                                 United States, followed by the United Kingdom (14%), Italy
               Russia                                                            (6%), the Netherlands (6%), Germany (2%), Belgium (1%)
                                                                                 and Jamaica (1%). The according to data released by the
                                                                                 Brazilian Meat Exporting Industries Association (ABIEC).
         south korea
                                                                                         This year, with the tightening of European restrictions
                                                                                 on fresh Brazilian meat, there was a significant rise in the
               Japan                                                             sales of processed meats (sales of fresh beef fell), even
                                                                                 in the case of Europe itself. More specifically, at the end of
                                                                                 2008, the international financial crisis has had a negative
                         (-1,500)   (-500)   500       1,500        2,500        impact on shipments, particularly in the case of Russia.
                                                                                         The restrictions set by the Argentinean Government
Production - Consumption
Source: USDA                                                                     on beef exports in 2008 removed the country from the 4th
Estimate for 2009
                                                                                 place among the largest world exporters, bringing it down to
                                                                                 7th place. In 2005, Argentina was the 3rd largest world exporter
                                                                                 of beef. The crisis between the Government and the rural
                     globAl leAdeRship of Jbs                                    beef producers had an important impact on the segment.
                                                                                 This scenario was made even worse as from September,
                                                                                 when the world financial crisis broke out.


    : Production platform which leads in countries
      with production surplus.
    : Leader in exports to the most important
      beef-importing countries.
    : Access to 100% of beef consumer markets.
    : Sustainable and long-term relationship with global clients.




                                                                            . 25 .
the Jbs                    The United States are the largest world producer of beef,
                  even though the country has only the third largest commercial
                  herd. The country is also the largest world consumer of beef,

opeRAtions ARe    with significant consumption of cheaper cuts and a lower
                  consumption of prime cuts. In this way, the country stands out
                  for exports of prime and choice beef and, at the same time, is

in confoRmity     the largest importer of second-grade beef.
                           For JBS, the United States is the most strategic market of
                  their operations, as this is the most important consumer centre

with lAws And     and also a producer of beef protein. This is also a market which
                  warrants lots of attention, through seasonality and also due to
                  the high competitivity of the segment in the country.

RegulAtions                Australia is now the second largest beef exporter in the
                  world. Australia has kept its position as leader in beef exports to
                  Asia, making the most of the excellent economic performance

of the mARkets    of this region, and China is the main target, destination of two
                  thirds of Australia’s production.



wheRe the         RegulAtion of the segment

                           The production and commercialization of beef is

compAny is        subject to extensive regulation from Government authorities
                  at municipal, state and federal level and also foreign
                  institutions, with regard to the processing packaging,

Active            storage, distribution, advertising and labelling of the products,
                  including food safety requirements.
                           Recently, practices and procedures for food safety in
                  the beef processing industry have subjected the companies to
                  a more intense analysis and supervision.
                           JBS seeks to remain aligned with the requirements
                  set by the Governments and also by the regulatory bodies in
                  the countries where the Company is active, to make sure that
                  the Company operations comply with all laws and regulations
                  regarding food safety.




             . 26 .
gRowth
i hAve followed the tRAJectoRy of Jbs gRoup foR oveR
fouR decAdes now. fRom A humble oRigin, this compAny
gRew to gigAntic pRopoRtions in the scenARio of its stAte,
of bRAzil And oveRseAs thRough its competence And the
eARnestness it AlwAys fAced its commitments with. Jbs
gRoup’s tRump cARd is the solidity in its commeRciAl
tRAnsActions; its cRedibility, theRefoRe, is Above dispute.
in conclusion, we cAn it is A compAny thAt inspiRes
confidence, which is An edge in the globAlized woRld.
                                 iris Rezende
                                 Mayor of Goiânia




                            . 27 .
Acquisitions
the puRchAses                                                    US$1.4 billion, consolidated the Company’s position as the
                                                                 largest world producer of beef and the third largest producer
                                                                 of pork.

mAde in 2008                                                             In 2008, with the purchases of the JBS operations
                                                                 in Australia, Italy and the United States, the Company
                                                                 consolidated its globalisation process.

hAve consoli-                                                            In March 2008, the Company clinched an agreement
                                                                 with Cremonini SpA (“Cremonini”), for the acquisition of a
                                                                 50% stake in the capital stock of Inalca SpA (“Inalca”), one

dAted the                                                        of the most important beef producers in Europe, for a total
                                                                 of 225 million Euros, based on an enterprise value for Inalca
                                                                 set at 600 million Euros. The acquisition of Inalca, which

globAlisAtion                                                    now bears the name of Inalca JBS, established important
                                                                 synergies between products and sales channels of JBS
                                                                 and Cremonini, both leaders in their respective markets. On

of the compAny                                                   the one hand, JBS with its production and distribution in the
                                                                 markets of South America, the United States and Australia,
                                                                 and, on the other hand, Cremonini, through Inalca, with its
                                                                 presence in Europe, Russia and Africa. For JBS, this operation
                                                                 was a unique opportunity to access, through Inalca, new
                                                                 markets and clients, including large multinationals in the
       JBS has constructed a solid business management           fast-food business, producers of processed foods, large
model in the food segment. The Company seeks to expand           retail chains, and food service companies. This alliance also
its presence on the global market through a strategy of          offered JBS access to Inalca’s cutting-edge technology,
assessment of opportunities and acquisition of companies         widely acclaimed, as also to the products with highest
that could benefit from a “management shock” based on            added value, traded under the Montana brand name.
the JBS model. In this way, the Company has sought to                    For Cremonini, this transaction gave privileged
consolidate a position of leadership in strategic markets and    access to the main world sources of supply of beef, as well
ensure god results for the Company’s investments.                as strengthening its supply chain. This Association in Italy,
       The Company started its internationalisation in 2005      together with the acquisitions made in the United States and
with the purchase of Swift Armour, an Argentinean company,       in Australia, have confirmed the global leadership enjoyed
and then, as from 2007, JBS embarked on an expansion and         by JBS.
globalisation plan, moving towards the largest producing and             The acquisitions of the American company Smithfield
consuming markets for their products. In 2007, the purchase      Beef and Australian company Tasman were closed at R$565
of Swift Foods, of the United States, in an operation worth      million and US$150 million respectively.




                                                            . 28 .
In March 2008, JBS announced the purchase of                        The acquisition of Smithfield Beef Processing included
the Tasman Group, an Australian company, and also of               100% of the shares issued by subsidiary Five Rivers Ranch.
Smithfield Beef, an American company. The confirmation                     With the purchase of Smithfield Beef Processing,
that authorization had been received from the Australian           JBS USA started to have four more slaughtering units in that
Competition & Consumer Commission (ACCC), the                      country, located in Green Bay (Wisconsin), Plainwell (Michigan),
Australian regulator, for the purchase of the Tasman Group         Souderton (Pennsylvania) and Tolleson (Arizona); a grease-
was received by JBS on 23 April 2008. The new structure            producing unit in Elroy (Pennsylvania) and a bovine confinement
gave JBS Australia an additional 5,000 employees and               unit in South Charleston (Ohio); and a transport company, with
15 units, including slaughterhouses for bovines and small          some 120 refrigerated lorries. Five Rivers has ten confinement
animals (sheep and calves) with a capacity of slaughtering         units for bovines, with a total capacity of 811,000 heads, in the
8,500 heads of cattle per day and also 16,500 small animals        states of Colorado, Idaho, Kansas, Oklahoma and Texas.
per day.                                                                   With the purchases in the United States, currently this
       As part of JBS’s globalisation strategy, the acquisition    platform accounts for about 75% of the consolidated net
of Smithfield Beef in 2008 was an important step in the            turnover of JBS.
completion of the investment plan for the construction of a                With these operations, JBS, which were already
sustainable slaughtering platform, and also the production         leaders in beef production, also became the leader in the
and commercialization of beef, in the United States and            sale of beef-based products. The Company obtained a
Australia, which started in July 2007 with the purchase of         significant advantage with the proximity to the largest beef-
Swift & Co. This purchase shall increase JBS’s capacity            producing and consuming markets in the world. After this
to meet specific demands made by the clients, and shall            business integration, JBS had 14% of world beef production,
also provide economies of scale and operational efficiency,        and a capacity to kill 15 million heads per year, as well as
thereby generating value for the shareholders.                     31% of meat sales on the international market.




the integRAtion of the tAsmAn
gRoup smithfield beef And
      ,
the confinement units of five
RiveRs hAve incReAsed the
pRoduction plAtfoRm And
intRoduced syneRgies thAt
hAve Reduced costs
                                                              . 29 .
tRust
the ARgentineAn beef industRy hAs Added poweR to its
Activities with the pARticipAtion of bRAziliAn cApitAl.
the significAnt development of the Jbs fRiboi gRoup  ,
the owneR of 8 industRiAl plAnts in the countRy,
cleARly expRess the decision tAken by this business
gRoup A leAdeR in the segment, to boost And enhAnce
      ,
the ARgentineAn beef industRy, which shAll bRing
concRete benefits foR the countRy, foR the woRkeRs
And Also foR the technology of the sectoR.
                          dr. mario dario Ravettino
                          President | Consortium of
                          Argentinean Beef Exporters (ABC)




                          . 30 .
coRpoRAte
goveRnAnce
Jbs conducts                   JBS follows a model of Corporate Governance with the aim
                       of implementing the best practices in the Company, that should
                       be reflected in transparency and trust from a range of publics,

its business in        and also ensure the best products and services to the Company
                       clients, solidity to suppliers, satisfactory yield for shareholders,
                       and the certainty of a better future, for all collaborators.

A tRAnspARent                  Corporate Governance is the very essence of the
                       Company, which makes use of best market practices and
                       also acts in line with currently effective laws, in a natural way.

And ethicAl            Governance is a reality within JBS, something dynamic and
                       natural, which is part of the daily activities of the Company.
                       The conduct of JBS is represented by the pillars of corporate

mAnneR, this           governance. This means that the view of organizational
                       behaviour based on Governance guides JBS in the strict
                       compliance with laws and also respect for all segments of

being the              the public.

                       coRpoRAte goveRnAnce in the essence of Jbs

bAse of the                      The corporative responsibility of JBS is shown in the
                       transparency and equity with which the Company carries out

compAny’s              its business.
                                 JBS believes that, through collaborators who are both
                       committed and motivated, the Company may constantly grow

coRpoRAte              and innovate, thus achieving the desired results.
                                 JBS believes that people are the same, anywhere on the
                       planet and in any business environment, regardless of their social,

goveRnAnce             intellectual or hierarchical level, and only brings to the Company
                       those people who enjoy prosperity, who seeks firm commitment
                       to work, availability, learning, growth and expansion. For JBS, after
                       all, their greatest asset is human capital. Indeed, it is the capacity
                       of human work that makes a success of the Company and also
                       sustains all possibilities for future growth and innovation.



                  . 31 .
In terms of operational focus, JBS believes that everything     (Bovespa). JBS S.A. discloses relevant facts and
starts at the plants, as the harmony and the precision of the           notifications as per CVM instructions, which requires
quality of the “cattle” raw material, together with the capacity        that the data about Company business are published
of human work, make a success of the Company and also                   in a way that gives investors and the market enough
back up and prop up the possibilities of growth and investment          time to make decisions concerning their investments.
in the future. JBS monitors external factors to make strategic          JBS also, through press releases, makes the Company’s
decisions and always focuses on what is within their reach and          quarterly results available to the market and also holds a
what can be controlled. The Company is obstinate in controlling         conference for investors and market analysts, as also a
costs, in increasing the slaughtering and production capacity,          press conference every three months to comment on
and also in the steady improvement of yield and the guarantee           Company performance, events and also shed light on
of the best quality of their products.                                  possible doubts shown by the market.
        Risk control identifies and classifies the events that cause            Commitment to efficient corporate governance is
strategic risks to JBS business, according to the probability           reflected in the option to register the Company in the listing
thereof, and establishes the respective control procedures. The         segment of the New Market of the São Paulo Stock Exchange
Company conscientiously deals with possible risks that could            (Bovespa), which has a strict commitment to good practices
involve the Company’s segments of activity, and sets targets            of corporate governance. JBS shows its commitment to
and guidelines for the management thereof.                              transparency and also quality in business management through
        The Company creates and sustains different                      public commitments inherent to the New Market, namely:
Commissions to ensure correct implementation of all                     :       Grant to all shareholders the right to joint sale (“tag
Company activities. At present, JBS has Audit, Finance, People                  along”), in cases of alienation of the share control of
Management and Corporate Strategy Commissions. For                              the Company, in which case the acquirer of the control
example, the Corporate Commission manages sustainability                        should make a public offering of share purchase to
at JBS. JBS believes that its development and corporate                         the other shareholders;
growth must be associated to the sustainability of Company              :       Take up supply procedures that favour scattering of
actions. With this belief, JBS supports and invests in the                      shares;
improvement of the production chain to which it belongs.                :       Comply with minimum standards for quarterly
        JBS shares are traded on the New Market, a segment of                   disclosure of information;
Bovespa made up of companies which have committed them-                 :       Follow stricter disclosure procedures with regard to
selves, on a voluntary basis, to the adoption of corporate govern-              deals made by the controlling shareholders of the
ment policies in addition to those required by relevant legislation.            Company, as also Board Members and Directors,
                                                                                involving securities of their issuance;
infoRmAtion AppRAisAl policy                                            :       Submit any existing shareholder agreements and
                                                                                programmes with share purchase options to Bovespa;
      The policy for disclosure of information is another               :       Prepare annual financial statements, including cash
key issue in meeting the rules for transparency and                             flow statements, in the English language, as according
the requirements of regulators of the financial market,                         to international accounting standards like the Generally
such as the Brazilian Central Bank, the Securities                              Accepted Accounting Principles (GAAP) of the USA, or
Commission (CVM) and the São Paulo Stock Exchange                               the International Financial Reporting Standards (IFRS);




                                                                   . 32 .
:      Use exclusively the arbitration rules of Bovespa,                 :    Give an opinion on the proposal for distribution of
       by which Bovespa, the Company, the controlling                         dividends and tax planning;
       shareholder, the managers, and the members of                     :    Monitor quarterly results; and
       the Fiscal Board of the Company, if installed, agree              :    Seek to protect the internal financial control systems.
       to solve any dispute or controversy concerning the
       listing regulations through arbitration; and                      people management commission
                                                                         :    Help the Board of Directors with issues regarding
         To ensure correct conduct in all JBS activities, in addition         remuneration and identification of directors;
to the Tax and Management Commission, JBS also has                       :    Give an opinion on the mechanisms for variable
Audit, Finance, People Management and Corporate Strategy                      remuneration and long-term incentives;
commissions. Each of these commissions plays a relevant                  :    Help with the process of executive appraisal;
role in the guarantee of JBS management processes.                       :    Give support to the Board of Directors, for the
                                                                              management of the executive succession plan;
Audit commission                                                         :    Monitor the Company policy for retaining talent; and
:      Give opinions about hirings, remuneration, retaining              :    Give opinions about the organizational structure of the
       and replacement of the external auditor;                               Company and also the general Human Resources
:      Contribute to the preparation of the scope and the                     policies.
       schedule of the annual auditing activities and also to
       the review of current internal risk controls, seeking to          corporate strategy commission
       improve the quality of the information supplied to the            :    Mr. Marcus Vinicius Pratini de Moraes is the current
       Board of Directors;                                                    president;
:      Identify and suggest actions in support of the monitoring         :    Develop, and propose to the Board, policies
       of the activities of the internal and external auditors, and           regarding corporate strategy and the sustainability of
       establish a channel of communication between internal                  the Company operations;
       institutions for accounting controls and the Board of             :    Advise the Board of Directors in all matters concerning
       Directors; and                                                         sustainability, by means of identification, addressing
:      Try to solve possible controversies between the                        and treatment of critical issues that amount to risks, or
       Auditors, Board and Fiscal Commission about the                        which could have a negative impact on business;
       financial statements of accounts.                                 :    Make recommendations to the Board of Directors,
                                                                              and accompany the implementation of policies,
finance commission                                                            strategies and actions that concern the sustainability
:      Give an opinion about the appropriate capital                          of business at the Company; and
       structure, and prepare studies about market capital               :    Assess the proposals for strategic investments of the
       costs vis-à-vis costs of Company debts;                                Company from the standpoint of sustainability, and
:      Study the projects for investments and adaptation of                   make recommendations to the Board of Directors
       the Company’s financial structure in depth;                            regarding making decisions about these investments.




                                                                    . 33 .
boARd of diRectoRs                                                   José batista sobrinho: Mr. José Batista is a member of our
                                                                     Board of Directors and is the founder of the JBS Group.
        The Board of Directors is the highest institution of         He has experience in beef production in the JBS Group
Company management and is responsible, among other                   spanning more than half a century. Mr. José Batista was
points, for establishment of policies and guidelines for             elected to this position on 2 January 2007. Mr. José Batista
Company business. The Board of Directors also supervises             is the father of Mr. Joesley Mendonça Batista, Mr. Wesley
the Management and also oversees the implementation, by              Mendonça Batista and Mr. José Batista Jr.
the Management, of the policies and guidelines regularly
established by the Board of Directors.                               José batista Junior: Mr. Batista is a member of our Board of
        The Administration Committee of JBS currently                Directors, having been elected to this post on 2 January 2007,
consists of seven members, three of which are independent            having more than 25 years of experience in beef production
committee members.                                                   within the JBS Group. Mr. Batista is one of the sons of Mr. José
        The term of the first Administration Committee after the     Batista, the founder of the JBS Group, and brother of Mr. Joesley
opening of capital, which occurred in 2007, is three years. This     Mendonça Batista and Mr. Wesley Mendonça Batista.
means that the term of the current members of the Administration
Committee is due to expire in 2009. As from 2009, the members        marcus vinicius pratini de moraes: Mr. Pratini de Moraes has been
of the Administration Committee shall be voted for a unified term    a member of our Independent Administration Committee since 2
of two years, with the right to unlimited re-elections.              January 2007. He is an Economics graduate from the Faculty of
        The Administration Committee meets once a quarter,           Economic Science of the University of Rio Grande do Sul (1963),
or at any moment when a special meeting is called by the             with graduate studies in Public Administration from the Deutsche
President or by any other member.                                    Stiftung für Entwicklungsländer, in Berlin, Germany (1965) and in
                                                                     Business Administration by Pittsburgh University & Carnegie Tech
Joesley mendonça batista: Mr. Joesley Batista is the current         – Carnegie Institute of Technology (1966). Mr. Pratini de Moraes
President of the Administration Committee, having been elected       held the posts of Interim Minister of Planning and General Co-
to this post on 2 January 2007, and has more than 20 years of        ordination (1968-1969), Minister for Industry and Commerce
experience with the production of beef within the JBS Group. He      (1970-1974), Minister of Mines and Energy (1992) and Minister
is also the Executive President of JBS S.A. Joesley Batista has      for Agriculture, Livestock and Supplies (1999-2002).
worked for the JBS Group since 1988 and is one of the sons of
Mr. José Batista Sobrinho, founder of the JBS Group, and brother     demósthenes marques: Born in Passo Fundo, Rio Grande do Sul,
of Mr. José Batista Júnior and Mr. Wesley Mendonça Batista.          he is a graduate in Civil Engineering from the Federal University
                                                                     of Santa Maria, and completed post-graduate studies in Urban
wesley mendonça batista: Mr. Wesley Batista is the current           Development by the Cândido Mendes Integrated Faculties, a
Vice-President of our Board of Directors, having been elected        specialist in Audits of Public Works from the University of Brasília
to this post on 2 January 2007, and also has more than 20            (UnB) and in Geographical Information Systems by the Federal
years of experience with the production of beef within the JBS       University of São Carlos (UFSCar).
Group. He is also a Member of the Board, and has worked for                   He has been an Investments Director at FUNCEF since
the JBS Group since 1987. He is one of the sons of Mr. José          July 2004. He has been an employee of the Brazilian Federal
Batista Sobrinho, founder of the JBS Group, and brother of Mr.       Savings Bank (Caixa Econômica Federal) since 1989, and at
José Batista Júnior and Mr. Joesley Mendonça Batista.                this institution he carried out executive roles in the areas of Urban
                                                                     Development and also Social and Economic Development.

membeRs of the boARd of diRectoRs                                              post held              date elected           term ends
Joesley Mendonça Batista                                                       President                 2/1/2007          August 2009
Wesley Mendonça Batista                                                   Vice-President                 2/1/2007          August 2009
José Batista Sobrinho                                                     Board Member                   2/1/2007          August 2009
José Batista Jr.                                                          Board Member                   2/1/2007          August 2009
Marcus Vinicius Pratini de Moraes(1)                                      Board Member                   2/1/2007          August 2009
Demósthenes Marques(1)                                                    Board Member                 11/4/2008           August 2009
Humberto Pires Grault Vianna de Lima(1)                                  Deputy Member                 11/4/2008           August 2009
(1) Independent Board Member


                                                                . 34 .
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RAO 2008 English

  • 1. AnnuAl RepoRt 2008 theRe is one thing thAt is devAstAting when lAcking but, if developed And encouRAged, hAs the potentiAl of bReeding unpRecedented success in All dimensions of life. this thing is tRust. “no chAin cAn be stRongeR thAn its weAkest link. ” Jbs suppoRts the sustAinAble development of the livestock chAin.
  • 2. indicAtoRs net profit . R$ million ebitdA . R$ million consolidated gross profit . R$ million 1,156.1 31,106 158 25 -165 602 547.8 14,727 4,749 06 07 08 06 07 08 06 07 08 total Assets . R$ million cash flow final net debt/ebitdA 2008 balance . R$ million 16,096 2,292 2.89x 2.77x 2.31x 1.95x 1,382 8,448 3,464 261 06 07 08 06 07 08 1º tri 2º tri 3º tri 4º tri .2.
  • 3. mission, cReed And vAlues the mission of Jbs s.A. “Maximise the value of each animal in a sustainable way”. compAny cReed “As we believe that one of the main competitive differences is the quality of our people, and as we believe that, no matter how simple the position may be, well-prepared and motivated personnel make the difference, we consider Human Capital as the main asset of our company. Mainly through our people we manage to innovate, create, improve and grow. This capital, when well used and with adequate support, enables us to achieve the results necessary for the perpetuation of JBS”. ouR vAlues : Planning : Determination : Discipline : Availability : Frankness : Simplicity .3.
  • 4. history of Jbs the history of Jbs has been marked by the acquisition of more than 30 units over the last 15 years, with appropriate capital and management structure. Inalca – ITA Swift Foods Co. – EUA/AUST. Maringá (Amambai) – BR Berazategui (Rio Platense) – ARG Colonia Caroya – ARG SB Holdings – EUA JV Beef Jerky – BRA/EUA Tasman – AUST Smithfield Beef – EUA Five Rivers – EUA Rio Branco – BR Cacoal 1 – BR Barretos Cacoal 2 – BR Venado – ARG (Anglo) – BR Porto Velho – BR Tuerto – ARG Pres. Epitácio Vilhena Pontevedra – ARG (Bordon) – BR (Frigovira) – BR (CEPA) – ARG Barra do Garças Campo Grande (Sadia) – BR (Bordon) – BR 19.8 Cáceres Pedra Preta (Frigosol) – BR (Frigo Marca) – BR Goiânia Andradina Araputanga Iturama Rosário (Anglo) – BR (Sadia) – BR (Frigoara) – BR (Frigosol) – BR (Swift) – ARG 12.7 San Jose (Swift) – ARG Anápolis (Bordon) – BR 1.5 1.9 0.7 1.2 0.3 0.4 0.4 0.5 0.5 0.4 93 96 97 99 00 01 02 03 04 05 06 07* 08** R$/US$ exchange rate at the end of the year. R$/US$: 2,337 2.337 Source: JBS * Pro forma JBS S.A. LTM Dec07 (includes JBS USA) ** Pro Forma JBS S.A. LTM Dec08 (includes JBS USA, Tasman and 50% of Inalca); Smithfield Beef LTM Dec08 growth in slaughtering capacity (head/day) Acquisitions ensuRe An 65,700 51,400 5 500 5,800 22,600 incReAse in 53 70 02 06 07 08 slAughteRing cApAcity .4.
  • 5. index AnnuAl RepoRt 2008 Jbs historical overview Jbs today .6. .7. who Jbs is . 14 . message from the president . 16 . message from the . 18 . board of directors segments of Activity . 20 . Acquisitions . 27 . corporate governance . 30 . operations and . 39 . commercial Relationships financial performance . 46 . consolidated brands . 49 . sustainability . 53 . corporate information . 65 . financial statements . 67 . .5.
  • 6. Jbs oveRview 55 yeARs of impoRtAnt Acquisitions And stRong inteRnAtionAl JBS have expanded the Company business based on the business spirit in management, the vocation for leadership and the quality of employees and collaborators. Innovative pResence actions have turned this company into the largest world producer of meat and the largest Brazilian food company. 1953 1968 1970 1981 a 2002 Significant expansion of the Brazilian operation through the José Batista Sobrinho purchase of slaughtering units starts operation of a small With the purchase of another and also units producing fresh Acquisition of the first slaughterhouse in the city cattle-slaughtering unit in and industrialised meat, as also slaughtering unit in of Anápolis (GO), with a Luziânia (GO), production as investments in increasing Planaltina (DF). capacity of handling five soars to 500 heads a day. the production capacity. In heads of cattle per day. this period, the slaughtering capacity reaches 5.8 thousand heads per day. 2005 2007 2008 Internationalization. IPO. Consolidation of Acquisition of Swift Acquisition of Swift EUA. globalization. Constant Argentina. Start of globalization search for efficiency. .6.
  • 7. Jbs todAy JBS is now the largest beef producer in the world, with The operations in the United States have a total of a capacity to slaughter 65.7 thousand heads of cattle per 17,900 employees and production is distributed among day. The Company is also the largest world exporter of beef, 18 units with a total slaughtering capacity of 28,600 heads with access to all world markets, and also has production of bovine cattle per day, 48,500 pigs per day, 4,500 small platforms in the four largest world producers, namely Brazil, animals per day, and 11 confinement pens with a static Argentina, Australia and the United States. capacity to fatten 820,000 thousand heads of cattle. The Company produces both fresh and processed The JBS operations in Australia are distributed among beef, ready meals, preserved vegetables, beef by-products, 10 plants with a total capacity to slaughter 8,500 heads of and also fresh pork meat. The Company is market leader for cattle per day and 15,000 small animals daily. beef on the Brazilian, Argentinean and Australian markets, In Italy, Inalca JBS has more than 2 thousand and also the third largest beef-producing company on employees, 8 production plants and the capacity to slaughter the American market. With a slaughtering capacity of 48.5 3,000 heads of bovine cattle per day. This Company has thousand heads per day, JBS has become the third largest an additional distribution platform in countries such as the producer of pork in the United States. United Kingdom, Russia, Angola, the Congo, Algeria, the The Company operations are carried out in several Democratic Republic of the Congo and Poland. different units in Brazil, Argentina, the United States, Italy and Australia, and this has provided access to all the consumer markets of the world, operational flexibility in production, low distribution of production units in 2008 transport costs, both for transporting the cattle to the units and for transporting the products to the end clients, and a Brazil lower risk of phytosanitary problems. Australia JBS has a structure of low cost, efficient operating USA cycle and high-quality products. All platforms have a Argentina sustainable and long-term relationship with clients around Italy the world. JBS Brazil serves these clients through the Company’s 22 Production Units, with a capacity to slaughter 8 18,900 heads of cattle per day and with a total workforce of 16,900 employees in Brazil. 22 In JBS Argentina, there are six slaughterhouses with 6 a total capacity of 6,700 heads/day as well as production of industrialised products and one tin packaging factory, with a total of 5 thousand employees in that country. 18 10 .7.
  • 8. Jbs woRldwide globalized production and distribution platform JBS NO MUNDO Slaughterhouse (Beef) Slaughterhouse and Industry Distribution Center Vegetable Canning Plant Beef Canning Plant JBSBeefMUNDO NO Jerky Plant (Beef Snack’s) Slaughterhouse (Pork) Abatedouro Slaughterhouse (Lamb) Abatedouro ePork Processing Plant Beef and Indústria Centros de Distribuição Plant Wet Blue Processing Indústria de Vegetais em Conserva Headquarters Office Indústria de Carne Enlatada Feed Lot Indústria de beef Jerky (Beef Snack’s) Package Industry Indústria de Carne Suína Inland Container Terminal Indústria de Carne Ovina Commercial Office Processamento de Carne Bovina e Suína Curtume Sede Administrativa .8. Confinamento Indústria de Embalagens
  • 9. Jbs bRAzil description : 19 slaughtering units situated in Brazil, in the States : The operations of JBS Brazil are carried out by 22 of Acre, Goiás, Mato Grosso, Mato Grosso do Sul, production units, with a total capacity of slaughtering Minas Gerais, Rondônia, São Paulo and Paraná, 18,900 heads of cattle per day, and more than five of which also have the capacity to produce 16,900 employees; industrialised products; : The clients of JBS in Brazil are essentially sellers, : One plant for tin packaging, in the State of Rio de restaurants and leather tanning units (curtumes). The Janeiro, Brazil; current client portfolio of JBS includes more than : One plant for tin packaging for vegetables, in Minas 6,000 companies on the internal market; and Gerais, Brazil; : JBS is the largest Brazilian exporter of bovine : One plant for jerked beef in São Paulo, Brazil; and products, with a turnover of US$1.1 billion in 2007, : One confinement site in the State of São Paulo, Brazil. according to the Secretariat for Foreign Trade (SECEX). The Company is also the 22nd largest exporter in Brazil, considering all segments. clients In 2008, a total of 11,240 clients were served on the platform domestic market, and 436 on the overseas market, in more At this moment, the Company plants are distributed than 100 countries, especially Russia, the United Kingdom, as follows: Iran, Hong Kong and Saudi Arabia. AC RO AC ROMT JBS IN BRAZIL GO MT MG MS Slaughterhouses GO JBS NO BRASIL Slaughterhouses and Industry SP RJ MG PR MS Distribuition Centres Units AbatedourosVegetables for Preserved SP RJ Units AbatedourosBeef for Preserved e Indústria : total kill capacity: 18,900 Administrative Office Centros de Distribuição PR heads of cattle/day. Container Yard de Vegetais em Conserva : 16,900 employees. Indústria Confinement Unit : amount of plants: 22 Indústria de Carne em Conserva Sede Administrativa Pátio de Containers Confinamento .9.
  • 10. Jbs ARgentinA description platform : In 2005, JBS acquired Swift, now known as JBS At this moment, the Company plants in Argentina are Argentina, with a capacity to slaughter 6,700 heads distributed as follows: of cattle per day and more than 5,000 collaborators; : Six slaughtering units in Four provinces (Buenos Aires, : The Company was the first packaging industry in Entre Ríos, Santa Fé and Córdoba), of which five also Argentina to receive the ISO 9001:2000 certification for have the capacity to produce industrialised meats; the whole process of production of processed meats; : One plant for tin packaging, in the province of : In Argentina, the Company is absolute market leader Buenos Aires. in the segment of industrialised meats for the internal market, with a market participation of 77% of all clients sales of 2007. The client portfolio consists of 786 JBS Argentina has a total of more than 650 clients companies; and internally and 140 clients on the export market, serving 43 : Last year, JBS Argentina was responsible for 87% of countries, especially the European Union, the United States, all the industrialised beef sold in the country, which Uruguay, Israel and Canada. exported to the United States, Europe and about 190 other clients. SF SF CO ER CO ER BA BA JBS NA ARGENTINA JBS IN ARGENTINA Abatedouros Slaughterhouses Abatedouros e Indústria Industry : total kill capacity: 6,700 Slaughterhouses and heads of cattle/day. Escritório Administrative Office : 5,000 employees. : amount of plants: 7 . 10 .
  • 11. Jbs united stAtes description : 3 pig-slaughtering plants in Minnesota, Iowa and : The operations of JBS USA are carried out by 18 Kentucky; production units, with a total capacity of slaughtering : 1 sheep-slaughtering plant in the state of Colorado; 28,100 heads of cattle per day, 47,900 pigs per day, : 1 leather tanning unit in Texas; and 4,000 heads of sheep per day, as well as 11 : 2 units for production of preserved meat (jerked beef) confinement units with a total capacity of fattening in Minnesota and Texas; 820,000 heads of cattle. : 2 grease units in Pennsylvania; and : The operation has more than 24,200 employees; and : 11 confinement units in the states of Colorado, Texas, : The Company has been well known as a supplier of Oklahoma, Kansas, Ohio and Idaho. prime-quality beef and pork for more than 150 years. clients platform JBS Argentina has a total of more than 3,900 At this moment, the Company plants in the United clients in the United States and some 500 clients on the States are distributed as follows: export market, serving 37 countries, especially Mexico, : 8 slaughtering units in the states of Colorado, Utah, Canada, Taiwan, South Korea and Hong Kong. Texas, Nebraska, Wisconsin, Michigan, Pennsylvania and Arizona; MN MN WL WL CT IA NE NJ CT IA IL UT NE NJ CA CO KY IL CA AZ UT CO KY AZ TX FL JBS IN EUA TX FL Cattle Slaughterhouses JBS NOS EUA Distribution Centres : total kill capacity: 80,000 Pig Slaughterhouses heads of cattle/day. Abatedouros Bovinos Pig and Cattle Slaughterhouses : 24,200 employees. Centros de Distribuição Sheep Slaughterhouses : amount of plants: 18. Abatedouro Bovino e Suíno Administrative Headquarters Abatedouro Suíno Offices Abatedouro Ovino Sede Administrativa . 11 . Case Ready (pratos prontos)
  • 12. Jbs AustRAliA description platform : The operations of JBS Australia are carried out by 10 At this moment, in Australia, the Company plants are production units, with a total capacity of slaughtering distributed as follows: 8,500 heads of cattle per day and 16,500 heads : 10 slaughtering units for cattle, sheep and pigs; and of sheep and pigs. In addition, the Company has : 5 confinement units in Queensland and New South some 6,900 employees; Wales. : TBS Australia is the largest meat processor and exporter on the Australian market, having a commercial clients relationship with more than 30 countries, mostly on the JBS Australia has a total of 185 clients in the United Pacific coast and in North America. States and some 400 clients on the export market, serving 35 countries, especially South Korea, China, Japan, Taiwan and Indonesia. Queensland Queensland Western Australia Southn Australia Western Australia New South Wales Southn Australia New South Wales Victoria Victoria JBS IN AUSTRALIA : total kill capacity: 25,000 heads of cattle/day. Cattle Slaughterhouses : 6,900 employees. Distribution Centres : amount of plants: 10 Administrative Headquarters Confinement Units JBS NA AUSTRÁLIA . 12 . Abatedouros Centros de Distribuição
  • 13. inAlcA Jbs itAly description distribution : The Italian operation is responsible for the : Moscow (Russia) production of fresh bovine meat, as also as : St. Petersburg (Russia) processed and smoked meats and snacks, through : Luanda (Angola) a jointventure with the Cremonini Group; : Lobito (Angola) : Turnover of US$1,039 million and assets of US$771 : Melangie (Angola) million; : Brazzaville (Congo) : The production division is responsible for two : Point-Noire (Congo) companies: NALCA SpA and Montana Alimentari SpA; : Algiers (Algeria) : Largest producer of beef in Italy; : Largest producer of industrialised beef in Europe; production units : Largest producer of hamburgers in Italy; : Poland – Slaughterhouse : The Company is the only non-American supplier of : Moscow – Logistics and Distribution McDonald’s; : Capillarity in distribution throughout Europe, Africa clients and Russia; INALCA JBS has a base of more than 8,000 clients : Benchmark in technology in the market for cattle internally and also 660 on the external market, serving 65 countries, slaughtering; especially France, Spain, Greece, England and Germany. : 10 production plants; : Production capacity of 800,000 heads of cattle per year; : 40,000 tonnes of hamburgers per year; and : 2,019 collaborators. : total kill capacity: 800,000 heads of cattle/day. JBS IN ITALY : 2,019 employees. : amount of plants: 10 Slaughterhouses NA JBS ITÁLIA Abatedouros . 13 .
  • 14. who Jbs is pioneeRism hAs been the mARk of the The year of 2007 has been important in the history of JBS as the start of the globalisation of the Company, while the year of 2008 has seen the consolidation of this movement. In pAth tRAiled 2007, JBS purchased the Swift Foods Company, in the USA, with units in that country and also in Australia, now known as JBS USA and JBS Australia. In 2008, JBS announced the by Jbs completion of purchase of a 50% stake in Inalca, the largest producer of beef in Italy, as also of Smithfield Beef Group, Inc. and the Tasman Group, the former being situated in the United States and the latter in Australia. The success of the Company is backed up by The acquisitions in 2008 have consolidated the business spirit and by a pioneer approach, both very strongly globalisation of the Company and also strengthen the JBS present in JBS management. strategy of geographical diversification of their production JBS S.A. was the first company to be structured and distribution units, thereby reaffirming the Company’s professionally, in the meat industry in Brazil. The strategic vision, global presence in the main meat-producing countries, focused on an expansion policy, started the internationalisation and with access to 100% of the consumer markets. This of the Company in 2005 with the purchase of Swift Argentina. production platform makes JBS a company that holds The following year, the Company became a sociedade global leadership in the beef segment, and which exports to anônima (like a PLC in the United Kingdom) and, in March the most important importing countries in this segment. 2007, promotes a new milestone on the São Paulo Stock The JBS management style also includes a search for Exchange. With the opening of the Company’s capital in 2007, modernity, quality of products and raw materials, construction JBS strengthened its pioneer spirit, being the first company in of relationships with partners, clients, collaborators and society the meat-packing segment to trade its shares on the Stock in general, satisfaction of shareholders, and a commitment to Exchange. The opening of the Company’s capital shows the issues of social and environmental responsibility. advances made by JBS, which thus consolidates the best JBS is dedicated to the production of fresh and chilled practices of Corporate Governance which the Company has beef, processed beef, fresh and chilled pork, and also beef always practiced, making the market more transparent. and pork by-products. . 14 .
  • 15. JBS is present in all the world’s consumer markets thanks volume sold . thousand tonnes – 2008 to its productive strategy, with plants in the main beef-producing domestic market (1,343) countries – Brazil, Argentina, the United State, Italy and Australia Fresh – and also leadership in terms of exports, serving 110 countries. Processed JBS also has, as their strategy for the consolidation of global Others presence, a strong and well-structured policy of acquisitions. 6.9% In 2008, they tightened their grip on the North American market 2.4% with the purchase of Australian company Tasman for some US$150 million, and also the takeover of Smithfield Beef, which operates in the United States. JBS analyses companies throughout the world, to identify those that have good market potential but which are not able to establish an efficient management system. On takeover, the companies go through a period of financial cleansing and then the JBS standards of management are enforced. This means that there has been the start of a process of optimisation of the results of these production units and also the unification of Company culture. 90.7% Nowadays, JBS is active in the food and transport segments, and, in all the countries where the Company is volume sold . thousand tonnes – 2008 present, has a total of 48.9 thousand collaborators which export market (419) contribute towards the success of the Company. Fresh The JBS operations are structured in five segments: Processed : JBS Brazil : JBS Argentina 6.2% : JBS United States : JBS Australia : JBS Italy (Inalca) 93.8% . 15 .
  • 16. messAge fRom the pResident Joesley mendonça batista President of JBS S.A. We kept at 2008 the same growing rate that Not less important, at 2008 JBS retaken the newly characterized Company’s management on last years, with USA’S purchased company results, between fixed costs worldwide presence in the main producer and customer reduction, operational efficiency improvement, larger scale markets for our products. Our global production platform and focus on details. Those points, due they are inside factors is consolidated, with many challenges as our culture – not exposed to market conditions – created a scenario to implantation in those unities, processes integration and Company continue presenting sustainable results. costs structure revision, that resulted in efficiency and Positive results were ensured thanks to excellent improvement increasing – we optimize our resources on JBS positioning on its main markets. EBITDA margin production processes managing, speed up our production maintenance in the 4% rate probes JBS solidity and risk unities supplying and fresh products delivery, with quality to management capacity. our customers. Company also work on is de-leverage, reducing the Company attitudes were a preparation for worldwide relation between liquid debt on EBITDA from 3.64 at 2007 to economic crisis. With the turnover in worldwide credit 1.95 at 2008. Worked with debt basically funding its working market and lower funding lines availability on international capital, not having problem to refund its short time debts in financial markets, we turn our focus to the Company the moments of low liquidity market. At 2008 also began to economic health, rather than to continue growing, as was balance geographically its debt, with incomes generation on occurring to this moment. Between adversities we were each operation country. in face of there are strong increase on cattle prices, low The Company belief in its values reflect on management cattle availability due a cyclic herd deterioration and the attitudes, as the adoption of additional corporative governance high appreciation of Brazilian currency, Real, in the first half practices in relation to that is required by law and the own of year - that prejudices our products competitiveness on regulation of New Market from BM&FBovespa, as the existence international market. of audit, Finances, People Management and Enterprise Strategy Although in face of this scenario, we close 2006 with committees,. On this last comittee, a detach for Sustainability R$ 30.3 billion of net income, that represents more tan two quaestions. We have sustainability programs suitable to each times last year income, a 114.5% growing and R$ 1.2 billion production unities, that includes environment, natural resources of EBITDA, 95.6% higher than 2007. use, wastes treatment and social actions. . 16 .
  • 17. with Although pointing to 2009 as a year to conservative business management movements, JBS demonstrates that its growing strategy has been being correct. Company conseRvAtive is taking advantage of opportunities as firms acquisitions, where its management model, between efficiency improvement and costs reduction, can increase its resuls. At mAnAgement 2008 we incorporate to our portfolio Inalca operations, Italian firm responsible by fresh beef, manufactured, smoked and snacks production, between Association with Cremonini And A focus group, Tasman Australian group, and Smithfield Group beef unity (Smithfield Beef), in United States, and its confining operations known as Five Rivers, are now respectively on Results, named as: “ JBS Packerland” and “JBS Five Rivers”. Those acquisitions represents the conclusion of investments plan to build a slaughtering, production and Jbs envisAges trading platform sustainable, on EUA and Australia, that began at July, 2007, between Swift & Company acquisition. The next years, we believe, Will be marked by JBS oppoRtunities distribution global platform integration and expansion, to consolidate each more our strategy to create the largest world company of direct distribution of beef, cooled and Amid moments freeze dairy products. This report shows JBS’S management solidity and the trust that company entrust on its more than 48.9 thousand of tuRbulence employees around the world. . 17 .
  • 18. messAge fRom the boARd of diRectoRs constAnt JBS is structured to grow by replicating its business model and taking opportunities that place the Company closer to the supplier markets and producers. The Company gRowth, is therefore in an excellent position to take on the current phase of the world economy, with solid financial health and a conservative management in the main markets. And solidity JBS has its main asset in its team of collaborators. The innovation capacity and the ability to meet even the strictest consumer expectations have led JBS to levels of excellence which make the Company look to the future with confidence. Even with the negative factor of the world financial crisis, which hit the markets as from October 2008, JBS managed to build a solid base to make their business permanent. The geographical expansion has ensured presence close to the Ever since the Company was set up in 1951, with clients, thereby bringing significant reductions of operational a slaughtering capacity of five heads a day, until reaching and logistics costs. The Company has been keeping up its 60 thousand heads per day, with units on six continents, margins, this clearly showing that it is possible to establish JBS has always trailed a path of excellence in business performance targets and to have security in business. management, administration of human resources and risk The Management of JBS in 2008 has shown itself assessment. Nowadays these qualities are more important to be competent and conservative in the light of a scenario than ever before. The world is changing, and business of turbulence, and this has reaffirmed its excellence of scenarios are more and more volatile. management, and credibility before the market. . 18 .
  • 19. globAlisAtion cAttle is the most impoRtAnt commodity in the stAte of coloRAdo, And is Responsible foR moRe thAn 60% of ouR AgRicultuRAl income. Jbs bRings An inteRnAtionAl peRspective to this industRiAl segment, which will benefit the pRoduceRs And Also mAke AgRicultuRe in coloRAdo feAsible in yeARs to come. betsy markey Congresswoman from the Fourth District of Colorado . 19 .
  • 20. segment of Activity Jbs is Active in The year 2008 was marked by the global financial crisis. As from September 2008, the world felt the pinch with the effects of this scenario. the pRoduction The speculations about the duration and the impact of the current global crisis have led to a high volatility as yet unseen in the capital markets. For JBS, this situation And commeR- of instability was regarded as an opportunity to prove the solidity of the Company and also the ability to manage risks, which gave the Company reasonable financial stability even ciAlisAtion of in the most adverse conditions. The experience of JBS in statistical studies on elasticity have shown that, during previous global crises the consumption beef, And is of bovine protein was not reduced, meaning that the Company believed that the demand for their products would continue to grow and that there would be good results at the end of 2008. pResent in Some effects of this crisis, such as exchange rate operations, brought important benefits. This movement led to the financial deleverage of JBS, as currently more than 80% of cash flow is the lARgest in American currency while almost all the debt in Brazilian Reais. It also provided operational gains through the global production and distribution platform, directing Company resources pRoducing between the markets for each region. In 2008, the first impact on business came in the form of suspension of credit lines for exports. JBS, well positioned with And consumeR the main producing and consumer markets, sought to strengthen their activities in the domestic markets where they have their units. In this way, the Company reduced its dependence on mARkets of international markets when there was lack of credit for importers. Once again, the strategy of expanding Company business throughout the world and getting closer to the main markets this segment proved to be correct. Lower costs and improvement to efficiency were key factors for the success of the Company. . 20 .
  • 21. The position of JBS on the markets in the United States and also for the full retaken of the results obtained by and in Australia were important factors for the Company JBS USA. In addition to the good results obtained on the business not being contaminated by the world financial crisis. American market, exports have stood out through the strong The United States are the largest world market for beef, while global demand. The turnaround of operations in the USA Australian has strategic closeness to the Asian markets. In has once again proved the experience and the competence the United States, the Company also has strong operations of the Management of JBS, guided by your efficient strategy with pigs as well as cattle, this being a diversification that of seeking opportunities in purchases. also helped to ensure positive results in the year. In 2008, JBS thus consolidated the Company’s JBS obtained satisfactory results in 2008. The globalisation and also confirmed to the market its capacity Company closed the year with a positive performance. for management. The third quarter, for example, had the best quarterly result consolidated in the history of the Company, with an EBITDA pRoduction of R$470.5 million, a net turnover of R$7,771.5 million, and a net profit of R$694.0 million. In this same period, JBS USA, Brazil has the 2nd largest bovine herd and In terms considering its activities in the beef segment, also obtained of the herd commercially used, Brazil has the largest cattle its best historical result and confirmed the expected increase herd in the world, by number of cattle heads. in EBITDA margin, from 5.1% in 2Q08 to 5.6% in 3Q08. In the ranking of world production of beef, Brazil is in The year 2008 was important for JBS to confirm its 2 position, behind the United States which yonder USA are nd stability and leadership in the beef segment, even in the light the largest consumer of this product. of an adverse scenario. Australia is the second largest exporter of beef as The year has also been relevant because JBS has it has many productive advantages: exceptional sanitary confirmed its stability and leadership in the beef segment conditions, as it is a large island without borders onto any other countries, which means there is no risk of infection by animals from other countries; good weather conditions; and proximity to Asia, an important consumer market for beef. bRAziliAn mAcRoeconomic scenARio Argentina is the fourth largest beef producer. 2007 2008 Argentinean meat is in itself a very strong brand on the Growth in GDP 3,7 5,4 international market through its tradition, native pastures and Inflation (IGP – M) 3,8 1,76 also its climate similar to that of Europe. These benefits allow Inflation (IPCA – M) 3,1 4,47 the development of a product which is highly competitive on Selic (Official Interest Rate) 15,0 11,25 the European market. Sources: IBGE and FGV . 21 .
  • 22. total scenario - herd & production - 1960 to 2009 Total Herd Production (equivalent carcass weight) 1,200.0 70.0 1,100.0 60.0 production . million tonnes herd . million head 1,000.0 50.0 900.0 40.0 800.0 30.0 700.0 20.0 600.0 10.0 60 62 64 66 68 70 72 74 76 78 80 82 84 86 88 90 92 94 96 98 00 02 04 06 08 Source: USDA main beef exporters main beef importers Brazil United States Australia Russia United States Japan India Mexico New Zealand European Union Canada South Korea Argentina Canada Uruguay Venezuela European Union Egypt Others 11 Others 18 1 26 5 29 6 6 15 3 6 17 4 4 10 10 5 12 6 6 . 22 .
  • 23. consumption Beef is an important source of protein, and for this expectAtions reason it is the third most commonly eaten meat in the world, after pork and chicken. USDA statistics show that the consumption of beef of steAdy has been rising steadily since 1960. The same source shows that since 2001 the world consumption of beef has grown at a rate of 1.1% per year, on average. gRowth in For the next few years, we expect a steady growth in the world consumption of beef, as a result of the population growth, mainly in countries like China, Brazil, other Latin consumption American countries, the Middle East and Eastern Europe. The maintenance in the growth of the population in developed markets and the constant growth of population of beef in the emerging markets show a strong demand for the Company’s products in both the short and the long term. world population growth and consumption of beef Population of Developed Countries Population of Developing Countries Consumption of Beef* 10,000.0 140.0 120.0 consumption . million tonnes 8,000.0 cAgR 2.0% 100.0 population . million 6,000.0 80.0 60.0 4,000.0 40.0 2,000.0 20.0 0.0 - 60 65 70 75 80 85 90 95 00 05 10* 15* 20* 25* 30* 35* 40* 45* 50* Source: United Nations and USDA * UN Estimate ** Trend for beef consumption considering CAGR of 2% per annum (between 1960 and 2009) . 23 .
  • 24. consumption of beef per caput . in kilos per year 65.6 52.4 40.7 37.3 34.7 31.7 24.1 15.9 16.3 9.4 4.7 Argentina uruguay usA brazil Australia canada mexico eu Russia Japan china commeRce In the export ranking, Brazil has been in the lead since 2004, mainly thanks to the increase of the national herd and The United States, even as the largest beef producer in also efficiency in livestock husbandry, together with the the world, has a shortage of production of lower-value cuts, in occurrence of BSE in some beef-exporting countries – this contrast to a surplus of high-value cuts, which makes the USA being an illness which does not affect the national herd, and the largest importer of subgrade beef (as the production does which therefore opened the markets formerly covered by not meet the high demand of the country) and an important these countries to the export of Brazilian meat. exporter of choice and prime cuts. The country’s exports Argentina has been significantly increasing their fall after 2003, in the wake of the outbreak of BSE (popularly exports in recent years. The beef industry in the country has known as “mad cow disease”), but started an important obtained great success through the international marketing recovery as from 2008, suggesting that the volumes exported made with the aim of placing the country’s meat with a prime should return to the levels of before 2003. perception by the international market. In Australia, export of beef is a strong activity. The country has been one of the leaders in this segment for more than a decade now. About 75% of the exports of Australian beef have been made to Japan, South Korea, Russia, Taiwan and Mexico, among other countries, and this figure is developing further, so that there may be a record growth in 2009. . 24 .
  • 25. beef deficit and surplus . thousand tonnes the beef industRy: bRAzil, ARgentinA, the united stAtes And AustRAliA 1999 2009* With the largest beef herd for commercial purposes, Brazil has also become the largest world exporter of beef, brazil thanks to the stepping up of production, characterized by low cost, which allows the widening of the range of destination markets for exports. The reduction of sanitary Argentina and commercial barriers has also played a part in bringing about the average growth of 25.5% in Brazilian beef exports since the year 2000. Australia In 2008, considering the total between January and October, Brazil exported just over 1.89 million tonnes of fresh united states beef equivalent, with a turnover of US$4.67 million. Compared with the same period for 2007, we see that there has been a rise in turnover by 26%, in contrast to a 13% fall in volume. china The largest buyer of Brazilian fresh beef has been Russia, with 38% participation, followed by Venezuela (9%), Iran (7%), european Hong Kong (5%), Egypt (5%), Algeria (4%) and Israel (4%). union For processed meats, 20% of the total exported goes to the United States, followed by the United Kingdom (14%), Italy Russia (6%), the Netherlands (6%), Germany (2%), Belgium (1%) and Jamaica (1%). The according to data released by the Brazilian Meat Exporting Industries Association (ABIEC). south korea This year, with the tightening of European restrictions on fresh Brazilian meat, there was a significant rise in the Japan sales of processed meats (sales of fresh beef fell), even in the case of Europe itself. More specifically, at the end of 2008, the international financial crisis has had a negative (-1,500) (-500) 500 1,500 2,500 impact on shipments, particularly in the case of Russia. The restrictions set by the Argentinean Government Production - Consumption Source: USDA on beef exports in 2008 removed the country from the 4th Estimate for 2009 place among the largest world exporters, bringing it down to 7th place. In 2005, Argentina was the 3rd largest world exporter of beef. The crisis between the Government and the rural globAl leAdeRship of Jbs beef producers had an important impact on the segment. This scenario was made even worse as from September, when the world financial crisis broke out. : Production platform which leads in countries with production surplus. : Leader in exports to the most important beef-importing countries. : Access to 100% of beef consumer markets. : Sustainable and long-term relationship with global clients. . 25 .
  • 26. the Jbs The United States are the largest world producer of beef, even though the country has only the third largest commercial herd. The country is also the largest world consumer of beef, opeRAtions ARe with significant consumption of cheaper cuts and a lower consumption of prime cuts. In this way, the country stands out for exports of prime and choice beef and, at the same time, is in confoRmity the largest importer of second-grade beef. For JBS, the United States is the most strategic market of their operations, as this is the most important consumer centre with lAws And and also a producer of beef protein. This is also a market which warrants lots of attention, through seasonality and also due to the high competitivity of the segment in the country. RegulAtions Australia is now the second largest beef exporter in the world. Australia has kept its position as leader in beef exports to Asia, making the most of the excellent economic performance of the mARkets of this region, and China is the main target, destination of two thirds of Australia’s production. wheRe the RegulAtion of the segment The production and commercialization of beef is compAny is subject to extensive regulation from Government authorities at municipal, state and federal level and also foreign institutions, with regard to the processing packaging, Active storage, distribution, advertising and labelling of the products, including food safety requirements. Recently, practices and procedures for food safety in the beef processing industry have subjected the companies to a more intense analysis and supervision. JBS seeks to remain aligned with the requirements set by the Governments and also by the regulatory bodies in the countries where the Company is active, to make sure that the Company operations comply with all laws and regulations regarding food safety. . 26 .
  • 27. gRowth i hAve followed the tRAJectoRy of Jbs gRoup foR oveR fouR decAdes now. fRom A humble oRigin, this compAny gRew to gigAntic pRopoRtions in the scenARio of its stAte, of bRAzil And oveRseAs thRough its competence And the eARnestness it AlwAys fAced its commitments with. Jbs gRoup’s tRump cARd is the solidity in its commeRciAl tRAnsActions; its cRedibility, theRefoRe, is Above dispute. in conclusion, we cAn it is A compAny thAt inspiRes confidence, which is An edge in the globAlized woRld. iris Rezende Mayor of Goiânia . 27 .
  • 28. Acquisitions the puRchAses US$1.4 billion, consolidated the Company’s position as the largest world producer of beef and the third largest producer of pork. mAde in 2008 In 2008, with the purchases of the JBS operations in Australia, Italy and the United States, the Company consolidated its globalisation process. hAve consoli- In March 2008, the Company clinched an agreement with Cremonini SpA (“Cremonini”), for the acquisition of a 50% stake in the capital stock of Inalca SpA (“Inalca”), one dAted the of the most important beef producers in Europe, for a total of 225 million Euros, based on an enterprise value for Inalca set at 600 million Euros. The acquisition of Inalca, which globAlisAtion now bears the name of Inalca JBS, established important synergies between products and sales channels of JBS and Cremonini, both leaders in their respective markets. On of the compAny the one hand, JBS with its production and distribution in the markets of South America, the United States and Australia, and, on the other hand, Cremonini, through Inalca, with its presence in Europe, Russia and Africa. For JBS, this operation was a unique opportunity to access, through Inalca, new markets and clients, including large multinationals in the JBS has constructed a solid business management fast-food business, producers of processed foods, large model in the food segment. The Company seeks to expand retail chains, and food service companies. This alliance also its presence on the global market through a strategy of offered JBS access to Inalca’s cutting-edge technology, assessment of opportunities and acquisition of companies widely acclaimed, as also to the products with highest that could benefit from a “management shock” based on added value, traded under the Montana brand name. the JBS model. In this way, the Company has sought to For Cremonini, this transaction gave privileged consolidate a position of leadership in strategic markets and access to the main world sources of supply of beef, as well ensure god results for the Company’s investments. as strengthening its supply chain. This Association in Italy, The Company started its internationalisation in 2005 together with the acquisitions made in the United States and with the purchase of Swift Armour, an Argentinean company, in Australia, have confirmed the global leadership enjoyed and then, as from 2007, JBS embarked on an expansion and by JBS. globalisation plan, moving towards the largest producing and The acquisitions of the American company Smithfield consuming markets for their products. In 2007, the purchase Beef and Australian company Tasman were closed at R$565 of Swift Foods, of the United States, in an operation worth million and US$150 million respectively. . 28 .
  • 29. In March 2008, JBS announced the purchase of The acquisition of Smithfield Beef Processing included the Tasman Group, an Australian company, and also of 100% of the shares issued by subsidiary Five Rivers Ranch. Smithfield Beef, an American company. The confirmation With the purchase of Smithfield Beef Processing, that authorization had been received from the Australian JBS USA started to have four more slaughtering units in that Competition & Consumer Commission (ACCC), the country, located in Green Bay (Wisconsin), Plainwell (Michigan), Australian regulator, for the purchase of the Tasman Group Souderton (Pennsylvania) and Tolleson (Arizona); a grease- was received by JBS on 23 April 2008. The new structure producing unit in Elroy (Pennsylvania) and a bovine confinement gave JBS Australia an additional 5,000 employees and unit in South Charleston (Ohio); and a transport company, with 15 units, including slaughterhouses for bovines and small some 120 refrigerated lorries. Five Rivers has ten confinement animals (sheep and calves) with a capacity of slaughtering units for bovines, with a total capacity of 811,000 heads, in the 8,500 heads of cattle per day and also 16,500 small animals states of Colorado, Idaho, Kansas, Oklahoma and Texas. per day. With the purchases in the United States, currently this As part of JBS’s globalisation strategy, the acquisition platform accounts for about 75% of the consolidated net of Smithfield Beef in 2008 was an important step in the turnover of JBS. completion of the investment plan for the construction of a With these operations, JBS, which were already sustainable slaughtering platform, and also the production leaders in beef production, also became the leader in the and commercialization of beef, in the United States and sale of beef-based products. The Company obtained a Australia, which started in July 2007 with the purchase of significant advantage with the proximity to the largest beef- Swift & Co. This purchase shall increase JBS’s capacity producing and consuming markets in the world. After this to meet specific demands made by the clients, and shall business integration, JBS had 14% of world beef production, also provide economies of scale and operational efficiency, and a capacity to kill 15 million heads per year, as well as thereby generating value for the shareholders. 31% of meat sales on the international market. the integRAtion of the tAsmAn gRoup smithfield beef And , the confinement units of five RiveRs hAve incReAsed the pRoduction plAtfoRm And intRoduced syneRgies thAt hAve Reduced costs . 29 .
  • 30. tRust the ARgentineAn beef industRy hAs Added poweR to its Activities with the pARticipAtion of bRAziliAn cApitAl. the significAnt development of the Jbs fRiboi gRoup , the owneR of 8 industRiAl plAnts in the countRy, cleARly expRess the decision tAken by this business gRoup A leAdeR in the segment, to boost And enhAnce , the ARgentineAn beef industRy, which shAll bRing concRete benefits foR the countRy, foR the woRkeRs And Also foR the technology of the sectoR. dr. mario dario Ravettino President | Consortium of Argentinean Beef Exporters (ABC) . 30 .
  • 31. coRpoRAte goveRnAnce Jbs conducts JBS follows a model of Corporate Governance with the aim of implementing the best practices in the Company, that should be reflected in transparency and trust from a range of publics, its business in and also ensure the best products and services to the Company clients, solidity to suppliers, satisfactory yield for shareholders, and the certainty of a better future, for all collaborators. A tRAnspARent Corporate Governance is the very essence of the Company, which makes use of best market practices and also acts in line with currently effective laws, in a natural way. And ethicAl Governance is a reality within JBS, something dynamic and natural, which is part of the daily activities of the Company. The conduct of JBS is represented by the pillars of corporate mAnneR, this governance. This means that the view of organizational behaviour based on Governance guides JBS in the strict compliance with laws and also respect for all segments of being the the public. coRpoRAte goveRnAnce in the essence of Jbs bAse of the The corporative responsibility of JBS is shown in the transparency and equity with which the Company carries out compAny’s its business. JBS believes that, through collaborators who are both committed and motivated, the Company may constantly grow coRpoRAte and innovate, thus achieving the desired results. JBS believes that people are the same, anywhere on the planet and in any business environment, regardless of their social, goveRnAnce intellectual or hierarchical level, and only brings to the Company those people who enjoy prosperity, who seeks firm commitment to work, availability, learning, growth and expansion. For JBS, after all, their greatest asset is human capital. Indeed, it is the capacity of human work that makes a success of the Company and also sustains all possibilities for future growth and innovation. . 31 .
  • 32. In terms of operational focus, JBS believes that everything (Bovespa). JBS S.A. discloses relevant facts and starts at the plants, as the harmony and the precision of the notifications as per CVM instructions, which requires quality of the “cattle” raw material, together with the capacity that the data about Company business are published of human work, make a success of the Company and also in a way that gives investors and the market enough back up and prop up the possibilities of growth and investment time to make decisions concerning their investments. in the future. JBS monitors external factors to make strategic JBS also, through press releases, makes the Company’s decisions and always focuses on what is within their reach and quarterly results available to the market and also holds a what can be controlled. The Company is obstinate in controlling conference for investors and market analysts, as also a costs, in increasing the slaughtering and production capacity, press conference every three months to comment on and also in the steady improvement of yield and the guarantee Company performance, events and also shed light on of the best quality of their products. possible doubts shown by the market. Risk control identifies and classifies the events that cause Commitment to efficient corporate governance is strategic risks to JBS business, according to the probability reflected in the option to register the Company in the listing thereof, and establishes the respective control procedures. The segment of the New Market of the São Paulo Stock Exchange Company conscientiously deals with possible risks that could (Bovespa), which has a strict commitment to good practices involve the Company’s segments of activity, and sets targets of corporate governance. JBS shows its commitment to and guidelines for the management thereof. transparency and also quality in business management through The Company creates and sustains different public commitments inherent to the New Market, namely: Commissions to ensure correct implementation of all : Grant to all shareholders the right to joint sale (“tag Company activities. At present, JBS has Audit, Finance, People along”), in cases of alienation of the share control of Management and Corporate Strategy Commissions. For the Company, in which case the acquirer of the control example, the Corporate Commission manages sustainability should make a public offering of share purchase to at JBS. JBS believes that its development and corporate the other shareholders; growth must be associated to the sustainability of Company : Take up supply procedures that favour scattering of actions. With this belief, JBS supports and invests in the shares; improvement of the production chain to which it belongs. : Comply with minimum standards for quarterly JBS shares are traded on the New Market, a segment of disclosure of information; Bovespa made up of companies which have committed them- : Follow stricter disclosure procedures with regard to selves, on a voluntary basis, to the adoption of corporate govern- deals made by the controlling shareholders of the ment policies in addition to those required by relevant legislation. Company, as also Board Members and Directors, involving securities of their issuance; infoRmAtion AppRAisAl policy : Submit any existing shareholder agreements and programmes with share purchase options to Bovespa; The policy for disclosure of information is another : Prepare annual financial statements, including cash key issue in meeting the rules for transparency and flow statements, in the English language, as according the requirements of regulators of the financial market, to international accounting standards like the Generally such as the Brazilian Central Bank, the Securities Accepted Accounting Principles (GAAP) of the USA, or Commission (CVM) and the São Paulo Stock Exchange the International Financial Reporting Standards (IFRS); . 32 .
  • 33. : Use exclusively the arbitration rules of Bovespa, : Give an opinion on the proposal for distribution of by which Bovespa, the Company, the controlling dividends and tax planning; shareholder, the managers, and the members of : Monitor quarterly results; and the Fiscal Board of the Company, if installed, agree : Seek to protect the internal financial control systems. to solve any dispute or controversy concerning the listing regulations through arbitration; and people management commission : Help the Board of Directors with issues regarding To ensure correct conduct in all JBS activities, in addition remuneration and identification of directors; to the Tax and Management Commission, JBS also has : Give an opinion on the mechanisms for variable Audit, Finance, People Management and Corporate Strategy remuneration and long-term incentives; commissions. Each of these commissions plays a relevant : Help with the process of executive appraisal; role in the guarantee of JBS management processes. : Give support to the Board of Directors, for the management of the executive succession plan; Audit commission : Monitor the Company policy for retaining talent; and : Give opinions about hirings, remuneration, retaining : Give opinions about the organizational structure of the and replacement of the external auditor; Company and also the general Human Resources : Contribute to the preparation of the scope and the policies. schedule of the annual auditing activities and also to the review of current internal risk controls, seeking to corporate strategy commission improve the quality of the information supplied to the : Mr. Marcus Vinicius Pratini de Moraes is the current Board of Directors; president; : Identify and suggest actions in support of the monitoring : Develop, and propose to the Board, policies of the activities of the internal and external auditors, and regarding corporate strategy and the sustainability of establish a channel of communication between internal the Company operations; institutions for accounting controls and the Board of : Advise the Board of Directors in all matters concerning Directors; and sustainability, by means of identification, addressing : Try to solve possible controversies between the and treatment of critical issues that amount to risks, or Auditors, Board and Fiscal Commission about the which could have a negative impact on business; financial statements of accounts. : Make recommendations to the Board of Directors, and accompany the implementation of policies, finance commission strategies and actions that concern the sustainability : Give an opinion about the appropriate capital of business at the Company; and structure, and prepare studies about market capital : Assess the proposals for strategic investments of the costs vis-à-vis costs of Company debts; Company from the standpoint of sustainability, and : Study the projects for investments and adaptation of make recommendations to the Board of Directors the Company’s financial structure in depth; regarding making decisions about these investments. . 33 .
  • 34. boARd of diRectoRs José batista sobrinho: Mr. José Batista is a member of our Board of Directors and is the founder of the JBS Group. The Board of Directors is the highest institution of He has experience in beef production in the JBS Group Company management and is responsible, among other spanning more than half a century. Mr. José Batista was points, for establishment of policies and guidelines for elected to this position on 2 January 2007. Mr. José Batista Company business. The Board of Directors also supervises is the father of Mr. Joesley Mendonça Batista, Mr. Wesley the Management and also oversees the implementation, by Mendonça Batista and Mr. José Batista Jr. the Management, of the policies and guidelines regularly established by the Board of Directors. José batista Junior: Mr. Batista is a member of our Board of The Administration Committee of JBS currently Directors, having been elected to this post on 2 January 2007, consists of seven members, three of which are independent having more than 25 years of experience in beef production committee members. within the JBS Group. Mr. Batista is one of the sons of Mr. José The term of the first Administration Committee after the Batista, the founder of the JBS Group, and brother of Mr. Joesley opening of capital, which occurred in 2007, is three years. This Mendonça Batista and Mr. Wesley Mendonça Batista. means that the term of the current members of the Administration Committee is due to expire in 2009. As from 2009, the members marcus vinicius pratini de moraes: Mr. Pratini de Moraes has been of the Administration Committee shall be voted for a unified term a member of our Independent Administration Committee since 2 of two years, with the right to unlimited re-elections. January 2007. He is an Economics graduate from the Faculty of The Administration Committee meets once a quarter, Economic Science of the University of Rio Grande do Sul (1963), or at any moment when a special meeting is called by the with graduate studies in Public Administration from the Deutsche President or by any other member. Stiftung für Entwicklungsländer, in Berlin, Germany (1965) and in Business Administration by Pittsburgh University & Carnegie Tech Joesley mendonça batista: Mr. Joesley Batista is the current – Carnegie Institute of Technology (1966). Mr. Pratini de Moraes President of the Administration Committee, having been elected held the posts of Interim Minister of Planning and General Co- to this post on 2 January 2007, and has more than 20 years of ordination (1968-1969), Minister for Industry and Commerce experience with the production of beef within the JBS Group. He (1970-1974), Minister of Mines and Energy (1992) and Minister is also the Executive President of JBS S.A. Joesley Batista has for Agriculture, Livestock and Supplies (1999-2002). worked for the JBS Group since 1988 and is one of the sons of Mr. José Batista Sobrinho, founder of the JBS Group, and brother demósthenes marques: Born in Passo Fundo, Rio Grande do Sul, of Mr. José Batista Júnior and Mr. Wesley Mendonça Batista. he is a graduate in Civil Engineering from the Federal University of Santa Maria, and completed post-graduate studies in Urban wesley mendonça batista: Mr. Wesley Batista is the current Development by the Cândido Mendes Integrated Faculties, a Vice-President of our Board of Directors, having been elected specialist in Audits of Public Works from the University of Brasília to this post on 2 January 2007, and also has more than 20 (UnB) and in Geographical Information Systems by the Federal years of experience with the production of beef within the JBS University of São Carlos (UFSCar). Group. He is also a Member of the Board, and has worked for He has been an Investments Director at FUNCEF since the JBS Group since 1987. He is one of the sons of Mr. José July 2004. He has been an employee of the Brazilian Federal Batista Sobrinho, founder of the JBS Group, and brother of Mr. Savings Bank (Caixa Econômica Federal) since 1989, and at José Batista Júnior and Mr. Joesley Mendonça Batista. this institution he carried out executive roles in the areas of Urban Development and also Social and Economic Development. membeRs of the boARd of diRectoRs post held date elected term ends Joesley Mendonça Batista President 2/1/2007 August 2009 Wesley Mendonça Batista Vice-President 2/1/2007 August 2009 José Batista Sobrinho Board Member 2/1/2007 August 2009 José Batista Jr. Board Member 2/1/2007 August 2009 Marcus Vinicius Pratini de Moraes(1) Board Member 2/1/2007 August 2009 Demósthenes Marques(1) Board Member 11/4/2008 August 2009 Humberto Pires Grault Vianna de Lima(1) Deputy Member 11/4/2008 August 2009 (1) Independent Board Member . 34 .