PPC 10-K Annual Report Dec. 30, 2018 | Alphaminr
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PPC 10-K Fiscal year ended Dec. 30, 2018

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PILGRIMS PRIDE CORP
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For The Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresPart IIIItem 10. Directors and Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement Schedules

Exhibits

2.1 Agreement and Plan of Merger dated September 27, 2000 (incorporated by reference from Exhibit 2 of WLR Foods, Inc.s Current Report on Form 8-K (No.000-17060) dated September 28, 2000). 2.2 Agreement and Plan of Merger dated as of December 3, 2006, by and among the Company, Protein Acquisition Corporation, a wholly owned subsidiary of the Company, and Gold Kist Inc. (incorporated by reference from Exhibit 99.(D)(1) to Amendment No. 11 to the Companys Tender Offer Statement on Schedule TO (No. 005-81998) filed on December 5, 2006). 2.3 Stock Purchase Agreement by and between the Company and JBS USA Holding Lux, S..r.l., formerly known as JBS USA Holdings, LLC, dated September 16, 2009 (incorporated by reference from Exhibit 2.1 of the Companys Current Report on Form 8-K (No. 001-09273) filed September 18, 2009). 2.4 Amendment No.1 to the Stock Purchase Agreement by and between the Company and JBS USA Holding Lux, S..r.l., formerly known as JBS USA Holdings, LLC, dated December 28, 2009 (incorporated by reference from Exhibit 2.5 of the Companys Annual Report on Form 10-K/A (No. 001-09273) filed January 22, 2010). 2.5 Share Purchase Agreement, dated as of September 8, 2017, among JBS S.A., Granite Holdings S. r.l., Onix Investments UK Limited and the Company (incorporated by reference from Exhibit 2.1 of the Companys Current Report on Form 8-K (No. 001-09273) filed on September 11, 2017). 3.1 Amended and Restated Certificate of Incorporation of the Company (incorporated by reference from Exhibit 3.1 of the Companys Form 8-A (No. 001-09273) filed on December 27, 2012). 3.2 Amended and Restated Corporate Bylaws of the Company (incorporated by reference from Exhibit 3.2 of the Companys Quarterly Report on Form 10-Q (No. 001-09273) filed on November 8, 2017). 4.1 Amended and Restated Certificate of Incorporation of the Company (included as Exhibit 3.1). 4.2 Amended and Restated Corporate Bylaws of the Company (included as Exhibit 3.2). 4.3 Stockholders Agreement dated December 28, 2009 between the Company and JBS USA Holding Lux, S..r.l., formerly known as JBS USA Holdings, LLC, as amended (incorporated by reference from Exhibit 3.3 to the Companys Form 8-A (No. 001-09273) filed on December 27, 2012). 4.4 Form of Common Stock Certificate (incorporated by reference from Exhibit 4.1 to the Companys Current Report on Form 8-K (No. 001-09273) filed on December 29, 2009). 4.5 Indenture dated as of March 11, 2015 among the Company, Pilgrims Pride Corporation of West Virginia, Inc. and Wells Fargo Bank, National Association, as Trustee, Form of Senior 5.750% Note due 2025, and Form of Guarantee attached (incorporated by reference from Exhibit 4.1 of the Companys Current Report on Form 8-K (No 001-09273) filed on March 11, 2015). 4.9 Indenture dated as of September 29, 2017 among the Company, Pilgrims Pride Corporation of West Virginia, Inc., Goldn Plump Poultry, LLC, Goldn Plump Farms, LLC, JFC LLC and U.S. Bank National Association, as Trustee (incorporated by reference from Exhibit 4.2 of the Companys Current Report on Form 8-K (No. 001-09273) filed on October 3, 2017). 4.10 Form of Senior 5.750% Note due 2025 (included in Exhibit 4.9). 4.11 Form of Senior 5.875% Note due 2027 (included in Exhibit 4.9). 10.1 2005 Deferred Compensation Plan of the Company (incorporated by reference from Exhibit 10.1 of the Companys Current Report on Form 8-K (No. 001-09273) dated December 27, 2004). 10.2 Change to Company Contribution Amount Under the Amended and Restated 2005 Deferred Compensation Plan of the Company (incorporated by reference from Exhibit 10.4 to the Companys Quarterly Report on Form 10Q (No. 001-09273) filed July 30, 2008). 10.3 Pilgrims Pride Corporation Short-Term Management Incentive Plan (incorporated by reference from Exhibit 10.1 of the Companys Current Report on Form 8-K (No. 001-09273) filed on December 30, 2009). 10.4 Pilgrims Pride Corporation Long Term Incentive Plan (incorporated by reference from Exhibit 10.2 of the Companys Current Report on Form 8-K (No. 001-09273) filed on December30, 2009). 10.5 Employment Agreement dated January14, 2011 between the Company and William Lovette (incorporated by reference from Exhibit 10.1 of the Companys Current Report on Form 8-K (No. 001-09273) filed on January18, 2011). 10.6 Restricted Share Agreement dated January 14, 2011 between the Company and William Lovette (incorporated by reference from Exhibit 10.2 of the Companys Current Report on Form 8-K (No. 001-09273) filed on January18, 2011). 10.7 Subordinated Loan Agreement dated as of June 23, 2011, between the Company and JBS USA Food Company Holdings, successor by assignment to JBS USA Holdings, LLC, (incorporated by reference from Exhibit 10.2 of the Companys Current Report on Form 8-K (No. 001-09273) filed on June 24, 2011). 10.8 Amendment No. 1 to the Subordinated Loan Agreement dated as of October 26, 2011, between the Company and JBS USA Food Company Holdings, successor by assignment to JBS USA Holdings, LLC, (incorporated by reference from Exhibit 10.1 of the Companys Quarterly Report on Form 10-Q (No. 001-09273) filed on April27, 2012). 10.9 Amendment No. 2 to the Subordinated Loan Agreement dated as of December 16, 2011, between the Company and JBS USA Food Company Holdings, successor by assignment to JBS USA Holdings, LLC, (incorporated by reference from Exhibit 10.2 of the Companys Current Report on Form 8-K/A (No. 001-09273) filed on December20, 2011). 10.10 Pilgrims Pride Corporation 2012 Long Term Incentive Program (incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K (No. 001-09273) filed on September 10, 2012). 10.11 Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 of the Companys Current Report on Form 8-K (No. 001-09273) filed on September 10, 2012). 10.12 Second Amended and Restated Credit Agreement dated February 11, 2015 among Pilgrims Pride Corporation, To-Ricos, Ltd. and To-Ricos Distribution, Ltd., Coperatieve Centrale Raiffeisen-Boerenleenbank B.A., Rabobank Nederland, New York Branch, as administrative agent, and the lenders party thereto (incorporated by reference from Exhibit 10.1 of the Companys Current Report on Form 8-K (No. 001-09273) filed on February12, 2015). 10.13 First Amendment to the Second Amended and Restated Credit Agreement dated April 27, 2016 among Pilgrims Pride Corporation, To-Ricos, Ltd. and To-Ricos Distribution, Ltd., Coperatieve Centrale Raiffeisen-Boerenleenbank B.A., Rabobank Nederland, New York Branch, as administrative agent, and the lenders party thereto (incorporated by reference from Exhibit 10.1 of the Companys Quarterly Report on Form 10-Q (No. 001-09273) filed on July 28, 2016). 10.14 Checking Account Loan Opening Contract dated July 23, 2014 among Avcola Pilgrims Pride de Mexico, S.A. de C.V., as borrower, Pilgrims Pride S. de R.L. de C.V. and Comercializadora de Carnes de Mexico, S. de R.L. de C.V., as guarantors, and BBVA Bancomer, S.A., Institucin de Banca Mltiple, Grupo Financiero BBVA Bancomer, as borrower (incorporated by reference from Exhibit 10.2 of the Companys Quarterly Report on Form 10-Q (No. 001-09273) filed on July 28, 2016). 10.15 Agreement to Modify Checking Account Loan Opening Contract dated November 3, 2015 among Avcola Pilgrims Pride de Mexico, S.A. de C.V., as borrower, Pilgrims Pride S. de R.L. de C.V. and Comercializadora de Carnes de Mexico, S. de R.L. de C.V., as guarantors, and BBVA Bancomer, S.A., Institucin de Banca Mltiple, Grupo Financiero BBVA Bancomer, as borrower (incorporated by reference from Exhibit 10.3 of the Companys Quarterly Report on Form 10-Q (No. 001-09273) filed on July 28, 2016). 10.16 Checking Account Loan Opening Contract dated September 27, 2016 among Avcola Pilgrims Pride de Mexico, S.A. de C.V., as borrower, Pilgrims Pride S. de R.L. de C.V. and Comercializadora de Carnes de Mexico, S. de R.L. de C.V., as guarantors, and BBVA Bancomer, S.A., Institucin de Banca Mltiple, Grupo Financiero BBVA Bancomer, as borrower (incorporated by reference from Exhibit 10.1 of the Companys Quarterly Report on Form 10-Q (No. 001-09273) filed on October 27, 2016). 10.17 Second Amendment to the Second Amended and Restated Credit Agreement dated October 21, 2016 among Pilgrims Pride Corporation, To-Ricos, Ltd. and To-Ricos Distribution, Ltd., Coperatieve Centrale Raiffeisen-Boerenleenbank B.A., Rabobank Nederland, New York Branch, as administrative agent, and the lenders party thereto (incorporated by reference from Exhibit 10.2 of the Companys Quarterly Report on Form 10-Q (No. 001-09273) filed on October 27, 2016). 10.18 Third Amendment to the Second Amended and Restated Credit Agreement dated March 23, 2017 among the Company, To-Ricos, Ltd. and To-Ricos Distribution, Ltd., Coperatieve Rabobank U.A., New York Branch, as administrative agent, and the lenders party thereto (incorporated by reference from Exhibit 10.1 of the Companys Quarterly Report on Form 10-Q (No. 001-09273) filed on May 4, 2017). 10.19 Third Amended and Restated Credit Agreement dated May 8, 2017 among the Company, the other loan parties thereto, and the lenders party thereto, and Coperatieve Rabobank U.A., New York Branch, as administrative agent and collateral agent (incorporated by reference from Exhibit 10.1 of the Companys Current Report on Form 8-K (No. 001-09273) filed on May 11, 2017). 10.20 First Amendment to Third Amended and Restated Credit Agreement dated September 6, 2017 among the Company, the other loan parties thereto, and the lenders party thereto, and Coperatieve Rabobank U.A., New York Branch, as administrative agent and collateral agent (incorporated by reference from Exhibit 10.1 of the Companys Current Report on Form 8-K (No. 001-09273) filed on September 11, 2017). 10.21 Seller Note, dated as of September 8, 2017 among the Company, JBS S.A. and Onix Investments UK Limited (incorporated by reference from Exhibit 10.2 of the Companys Current Report on Form 8-K (No. 001-09273) filed on September 11, 2017). 10.22 Multicurrency Revolving Facility Agreement, dated as of June 2, 2018, by and among Moy Park Holdings (Europe) Limited, certain of its subsidiaries, the Governor and Company of the Bank of Ireland, as agent, and the other lenders party thereto (incorporated by reference from Exhibit 10.1 of the Companys Current Report on Form 8-K (No. 001-09273) filed on June 12, 2018). 10.23 Fourth Amended and Restated Credit Agreement, dated as of July 20, 2018, by and among Pilgrims Pride Corporation, certain of its subsidiaries, CoBank ACB, as administrative agent and collateral agent, and the other lenders party thereto (incorporated by reference from Exhibit 10.1 of the Companys Current Report on Form 8-K (No. 001-09273) filed on July 24, 2018). 10.24 Revolving Line of Credit Agreement, dated as of December 14, 2018, by and among Banco del Bajo, Sociedad Annima, Institucin de Banca Mltiple as lender, Avcola Pilgrims Pride de Mxico, Sociedad Annima de Capital Variable as borrower, and Comercializadora de Carnes de Mxico, Sociedad de Responsabilidad Limitada de Capital Variable, Pilgrims Pride, Sociedad de Responsabilidad Limitada de Capital Variable, and Pilgrims Operaciones Laguna, Sociedad de Responsabilidad Limitada de Capital Variable, as guarantors (incorporated by reference from Exhibit 10.1 of the Companys Current Report on Form 8-K (No. 001-09273) filed on December 20, 2018). 21 Subsidiaries of Registrant.* 23.1 Consent of KPMG LLP.* 31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 32.1 Certification of Principal Executive Officer of Pilgrims Pride Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** 32.2 Certification of Principal Financial Officer of Pilgrims Pride Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**