RELATED PARTY TRANSACTIONS

Pilgrim’s has been and, in some cases, continues to be a party to certain transactions with affiliated companies.



	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	September 24, 2017		September 25, 2016		September 24, 2017		September 25, 2016
	(In thousands)
JBS S.A.:
JBS S.A. Promissory Note^(a)	$	753,704	$	—	$	753,704	$	—
Expenditures paid by JBS S.A. on behalf of Pilgrim's Pride Corporation^(b)	—		5,887		3,824		5,887
Expenditures paid by Pilgrim's Pride Corporation on behalf of JBS S.A.^(b)	—		—		5		19
JBS USA Food Company Holdings:
Letter of credit fees^(c)	—		—		—		202
JBS USA Food Company:
Purchases from JBS USA Food Company^(d)	31,161		28,799		83,444		75,687
Expenditures paid by JBS USA Food Company on behalf of Pilgrim’s Pride Corporation^(e)	10,856		17,242		29,127		33,568
Sales to JBS USA Food Company^(d)	4,221		4,819		13,618		12,235
Expenditures paid by Pilgrim’s Pride Corporation on behalf of JBS USA Food Company^(e)	1,516		1,142		3,976		9,858
JBS Chile Ltda.:
Sales to JBS Chile Ltda.	—		126		—		438
JBS Global (UK) Ltd.:
Sales to JBS Global (UK) Ltd.	—		—		19,217		122
JBS Five Rivers:
Sales to JBS Five Rivers	7,271		—		23,787		—
J&F Investimentos Ltd..:
Sales to J&F Investimentos Ltd.^(f)	—		—		104		—
JBS Seara International Ltd.:
Sales to JBS Seara International Ltd.^(g)	2		—		2		—
Expenditures paid by Pilgrim’s Pride Corporation on behalf of JBS Seara International Ltd.^(g)	—		—		—		43
Toledo International NV:
Purchases from Toledo International NV^(h)	149		67		190		67
Sales to Toledo International NV^(h)	—		—		—		148
JBS Seara Alimentos:
Purchases from JBS Seara Alimentos⁽ⁱ⁾	—		—		64		—
JBS Seara Meats B.V.:
Purchases from JBS Seara Meats B.V.^(j)	3,343		5,702		9,719		16,730
Expenditures paid by Pilgrim’s Pride Corporation on behalf of JBS Seara Meats B.V.^(j)	—		—		4		—

(a)

On September 8, 2017, Onix Investments UK Ltd., a wholly owned subsidiary of the Company, executed the JBS S.A. Promissory Note, which had a maturity date of September 6, 2018. Interest on the outstanding principal balance of the JBS S.A. Promissory Note accrued at the rate per annum equal to (i) from and after November 8, 2017 and prior to January 7, 2018, 4.00%, (ii) from and after January 7, 2018 and prior to March 8, 2018, 6.00% and (iii) from and after March 8, 2018, 8.00%. The JBS S.A. Promissory Note was repaid in full on October 2, 2017.


(b)	There was no outstanding receivable from JBS S.A. at September 24, 2017. The outstanding receivable from JBS S.A. at December 25, 2016 was less than $0.1 million, respectively.

(c)

JBS USA Food Company Holdings (“JBS USA Holdings”) arranged for letters of credit to be issued on its account in the aggregate amount of $56.5 million to an insurance company on behalf of the Company in order to allow that insurance company to return cash it held as collateral against potential workers’ compensation, auto liability and general liability claims. In return for providing this letter of credit, the Company has agreed to reimburse JBS USA Holdings for the letter of credit fees the Company would otherwise incur under its U.S. Credit Facility. The letter of credit arrangements for $40.0 million and $16.5 million were terminated on March 7, 2016 and April 1, 2016, respectively. For the thirty-nine weeks ended September 25, 2016, the Company paid JBS USA Holdings $0.2 million for letter of credit fees.

(d)

We routinely execute transactions to both purchase products from JBS USA Food Company (“JBS USA”) and sell products to them. As of September 24, 2017 and December 25, 2016, the outstanding payable to JBS USA was $5.6 million and $1.4 million, respectively. As of September 24, 2017 and December 25, 2016, the outstanding receivable from JBS USA was $0.9 million and $3.8 million, respectively. As of September 24, 2017, approximately $0.7 million of goods from JBS USA were in transit and not reflected on our Condensed Consolidated Balance Sheet.

(e)

The Company has an agreement with JBS USA to allocate costs associated with JBS USA’s procurement of SAP licenses and maintenance services for its combined companies. Under this agreement, the fees associated with procuring SAP licenses and maintenance services are allocated between the Company and JBS USA in proportion to the percentage of licenses used by each company. The agreement expires on the date of expiration, or earlier termination, of the underlying SAP license agreement. The Company also has an agreement with JBS USA to allocate the costs of supporting the business operations by one consolidated corporate team, which have historically been supported by their respective corporate teams. Expenditures paid by JBS USA on behalf of the Company will be reimbursed by the Company and expenditures paid by the Company on behalf of JBS USA will be reimbursed by JBS USA. This agreement expires on December 31, 2019.


(f)	The outstanding receivable from J&F Investimentos Ltd. at September 24, 2017 was less than $0.1 million. There was no outstanding receivable or payable from J&F Investimentos Ltd. at December 25, 2016.


(g)	The outstanding receivable from JBS Seara International Ltd. at September 24, 2017 and December 25, 2016 was less than $0.1 million, respectively. There was no outstanding payable from JBS Seara International Ltd. at September 24, 2017 and December 25, 2016.


(h)	There was no outstanding receivable from Toledo International NV at September 24, 2017 and December 25, 2016. The outstanding payable from Toledo International NV at September 24, 2017 and December 25, 2016 was less than $0.1 million, respectively.


(i)	There was no outstanding receivable or payable from JBS Seara Alimentos at September 24, 2017 and December 25, 2016.


(j)	There was no outstanding receivable from JBS Seara Meats B.V. at September 24, 2017 and December 25, 2016. The outstanding payable from JBS Seara Meats B.V. at September 24, 2017 and December 25, 2016 was $1.3 million and $3.0 million, respectively.

The Company entered into a tax sharing agreement during 2014 with JBS USA Holdings effective for tax years starting in 2010. The net tax receivable of $5.0 million for tax year 2016 was accrued in 2016 and paid in February 2017. The net tax receivable of $3.7 million for tax year 2015 was accrued in 2015 and paid in January 2016.