Agenda

Pgina

Conclusion of Swifts Acquisition Process

July 12, 2007

Disclaimer
The forward-looking statements presented herein are subject to risks and uncertainties. These statements are based on the beliefs and assumptions of our management, and on information currently available to us. Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions because they relate to future events and therefore depend on circumstances that may or may not occur. Our future operating results, financial condition, strategies, market share and values may differ materially from those expressed in or suggested by these forward-looking statements. Many of the factors that will determine these results and values are beyond our ability to control or predict. Forward-looking statements also include information concerning our possible or assumed future operating results, as well as statements preceded by, followed by, or including the words ''believes,'' ''may,'' ''will,'' ''continues,'' ''expects,' ''anticipates,'' ''intends,'' ''plans,'' ''estimates'' or similar expressions

Agenda
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Message from the Board of Directors Swift Acquisition Process Concluded! Acquisition Process Timeline Final Acquisition Structure JBS + Swift (Pro-forma) Recovery of Swifts Results Actions of Turnaround Process Turnaround in Numbers Final Considerations

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Message from the Board of Directors

It is with great satisfaction that the management of JBS announces the conclusion of the Swift acquisition through the cash payment of US$1,458,872,836.55, five days in advance of the original schedule. The acquisition was concluded with absolute success and resulted in the creation of the worlds largest beef company with a significant share in the pork industry. The capital structure used resulted in a company with a reduced debt level and with one of the lowest financial leverages in the sector, while it also generated a reduction in financial expenses. All measures were taken with the objective of creating value to all of the companys shareholders, creditors, employees and partners of JBS. The acquisition reaffirms JBS commitment to its growth objectives and its capabilities in achieving them!

Swift Acquisition Process Concluded!

+
The worlds largest beef company is born, with a slaughtering

capacity of 47.1 thousand heads per day;

The worlds largest beef exporter; And the largest Brazilian multinational company in the food

sector;

With production and distribution capacity in the worlds 4

main beef producing countries;

Acessing 100% of the worlds beef consuming markets; Consolidating brands, plants and expertise; And with a diversification platform in pork 3rd largest in the

US.

Acquisition Process Timeline

05/29/07 06/01/07 06/08/07 06/11/07 06/13/07 06/27/07

Celebration of the Agreement and Plan of Merger Board of Directors Meeting Approval of the acquisition by JBS Board of Directors Meeting Approval of capital increase of JBS and launching of consent solicitation process. Comencement of Consent Solicitation process Swift as unrestricted subsidiary. Call notice for Extraordinary Shareholders Meeting Board of Directors Meeting Capital increase of 227.4 million shares totaling US$950 million Relevant Fact BNDESPAR approves subscription of up to US$750 million in the capital increase of JBS Extraordinary Shareholders Meeting Approval of the Swift acquisition and of the proposed capital increase Suspension of the bond issues and revolving facility by Swift Conclusion, 5 days in advance, of the Swift acquisition process with the payment of US$1.459 million
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06/27/07

06/29/07

07/10/07

07/11/07

Final Acquisition Structure

Final Structure Final Structure
1,2,3 1,2,3

Acquisition Acquisition of of Swift Swift by by JBS JBS

BNDESPAR Up to US$750 MM

Market US$ ? MM US$950 MM

J&F Up to US$200 MM

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Capital increase by JBS of US$950 million; Proceeds raised with financial institutions in the amount of US$750 million (additional proceeds raised for working capital purposes); Payment of equity to HM Capital in the amount of US$225 million and of debt in the amount US$1.234 million, totaling the acquisition amount of US$1.459 million3; Debt reduction, positioning Swift as a company with one of the best financial conditions of the sector in the USA; Reduction in annual financial expenses of approximately US$86 million due to a reduced debt level and new debt issued at lower rates;

100% US$950 MM

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HM Capital

New Debt

US$750 MM

NewCo

US$225 MM

100%

US$1.234 MM4 Payment of Old Debt

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Cash Balance of US$240 MM5

1. 2. 3. 4. 5.

Simplified chart of the transaction structure for illustrative purposes only Simplification for subordination structure composed by 3 holdings Does not include fees, tender offer and other transaction costs Updated closing debt added of accumulated interest and tender offer expenses Estimated cash balance to be partially used for the payment of fees, tender offer expenses. The remainder will be used for working capital.

JBS + Swift (Pro-forma)

COMBINED PRO-FORMA
Slaughtering capacity
(Global ranking)

24,100 heads/day
(# 3)

23,000 heads/day
(# 4)

47,100 heads/day
(# 1)

Heads Slaughtered 2006 Plants Net Revenue Net Debt Net Debt/EBITDA Net Debt/Adjusted EBITDA
Notes
1. 2. 3. 4. 5. 6.

3,4 MM 28 US$ 2,0 bln2 US$ 0,7 bln4 2,5x 2,5x

6,2 MM 12 US$ 9,5 bln3 US$ 0,5 bln5 5,2x 3,2x6

9,6 MM 40 US$ 11,5 bln US$ 1,2 bln 3,1x 2,7x

Considering beef only JBS 2006 net revenue converted into US$ at FX rate of R$2.1771 Swift net revenues for LTM ended February 2007 (unaudited preliminary data 8-K Form) JBS net debt as per financial statements of 03/31/2007 converted in US$ at FX rate of R$2.0504 Swift Net Debt after closing considering all raised proceeds and transaction payments Calculation considers adjusted EBITDA excluding non-recurrent expenses of US$53 million (US$53 MM ICE and US$9.4 MM in other costs)

Net Revenue and EBITDA Recovery at Swift

Net Revenue Revenue (US$ (US$ million) million) Net Considerations Considerations FY2007 FY2007

8.782

8.196 8.072

9.436 9.669 9.350 9.520

Net revenue recovery during fiscal year 2007 due mainly to price increases in the US beef division and to price and volume increases in the US pork division and Australia beef division; EBITDA recovery in the fiscal 2007 to an EBITDA margin of 1.0%, from 0.1% in 2006; During fiscal year 2007, the company lost employees at its US plants expenses due to an immigration inspection process (ICE Immigration and Customs Enforcement), resulting in:

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FY01 FY02 FY03 FY04 FY05 FY06 FY07*

EBITDA EBITDA (US$ (US$ million) million) and and EBITDA EBITDA margin margin

3,0% 2,2% 1,8% 161,2 181,7 238,6 220,1 2,3% 1,7% 163,0

Margin (%)

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1,0% 0,1% 5,7 96,3
FY07*

A temporary reduction in production and, consequently, in sales; Non-recurrent expenses in the amount of US$53 million. If this expense was not considered, EBITDA would amount to US$158.6 million, representing an EBITDA margin of 1.6%

FY01

FY02

FY03

FY04

FY05

FY06

Source: Swift & Co Note: Unaudited pro-forma data related to the years of 2001, 2002 and 2003 from predecessor ConAgra Swifts fiscal year ends in May * Preliminary unaudited data (8-K Form)

There are no other issues related to this event and all employees have been replaced

Actions of Turnaround Process

Management changes in key positions at Swift in the USA and

Australia and simplification of the organizational structure with the elimination of duplicate positions; divisions in the USA;

Separation of the operational management of the beef and pork Reduction in annual financial expenses due to a reduced debt

level and new debt issued at lower rates;

Beginning of a second shift in the Greeley plant; Better use of the installed capacity at existing plants; Estimated transportation cost reduction by increasing

occupation rate from 92% to 99%;

Optimization of the price to quality ratio; Estimated improvement in the rear de-boning process by 0.8%;

Actions of Turnaround Process

Estimated improvement in the forequarter de-boning process by

1.2%;

Estimated improvement in the ribs de-boning process by 0.7%; Estimated improvement in the yield of the leather by 1.5%; Estimated improvement in the yield of the pork intestines

(US$1.0 per head); head;

Estimated fixed cost reductions at the plants of US$2.90 per Estimated variable cost reductions of US$2.10 per head; Estimated reductions in expenses related to insurance,

consulting fees and IT;

Optimization of the sales teams; Remuneration driven by results.

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Turnaround in Numbers
Turnaround Financial Impacts - (US$ M M ) Preliminary Estimates
Increase in Revenues Implmentation of second shift in Greeley Optimization of installed capacity in the Grand Island, Dumas and Hyron plants Potential Increase in Revenues Cost Reductions Sales, General and Administrative (SG&A) Consulting Reduction of Organizational Structure Insurance Information Technology (TI) Sub-total Variable Costs (Packaging, Supllies, Electricity, Gas) Fixed Costs in Plants Logistics Optimization Improvements in Carcass Yield Rear De-boning Forequarter De-boning Ribs De-boning Leather Pork Intestines Sub-total Potential Operational Gains Identified thus Far 800,0 300,0 1.100,0

5,0 4,0 8,0 8,0 25,0 11,6 16,0 17,5

18,4 23,5 4,5 37,8 11,5 95,7 165,7

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Final Considerations
Conclusion of the acquisition by JBS using the best capital

structure, resulting in savings of approximately US$86 million in interest expenses; internationalization process;

Relevant support by BNDESPAR in the companys expansion and Considerable debt reduction at Swift, making it a company with

one of the best financial conditions of the sector in the USA; (FY07 x FY06);

Swift is already showing improvements in its operational results Turnaround process has already began, with a large portion of

the actions to be implemented quickly and to generate results in the short to medium term; turnaround process is already defined;

The management team that will guarantee the success of the The conclusion of the Swift acquisition does not represent the

end of JBS growth process, but one more stage in the companys leadership expansion and consolidation in the world beef industry; record in acquisitions
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Once again JBS management reaffirms its excellent track

Questions & Answers

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