RELATED PARTY TRANSACTIONS

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



	2018			2017		2016
	(In thousands)
Sales to related parties:
JBS USA Food Company^(c)	$	13,843		$	15,289	$	16,534
JBS Five Rivers	7,096			31,004		14,126
JBS Global (UK) Ltd.	—			44		122
JBS Chile Ltda.	60			178		615
J&F Investimentos Ltd.	—			104		69
Combo, Mercado de Congelados	159			—		—
Seara International Ltd.	—			104		4
JBS Toledo NV	—			—		143
Rigamonti Salumificio S.P.A.	—			—		3
Total sales to related parties	$	21,158		$	46,723	$	31,616

Cost of goods purchased from related parties:
JBS USA Food Company^(c)	$	117,596		$	101,685	$	139,476
Seara Meats B.V.	36,223			13,949		21,038
JBS Aves Ltda.	1,123			—		—
Seara International Ltd.	—			11,236		2,746
JBS Toledo NV	445			231		123
JBS Global (UK) Ltd.	21			—		—
Rigamonti Salumificio S.P.A.	—			—		15
Total cost of goods purchased from related parties	$	155,408		$	127,101	$	163,398

Expenditures paid by related parties:
JBS USA Food Company^(d)	$	62,189		$	40,313	$	40,519
JBS S.A.	—			3,777		8,125
JBS Chile Ltda.	33			—		—
Seara Alimentos	—			64		—
Total expenditures paid by related parties	$	62,222		$	44,154	$	48,644

Expenditures paid on behalf of related parties:
JBS USA Food Company^(d)	$	9,192		$	5,376	$	10,586
JBS S.A.	170			5		86
Seara International Ltd.	45			—		72
Seara Meats B.V.	—			12		—
Rigamonti Salumificio S.P.A.	—			—		3
Total expenditures paid on behalf of related parties	$	9,407		$	5,393	$	10,747

Other related party transactions:
Letter of credit fees^(a)	$	—		$	—	$	202
Capital contribution (distribution) under tax sharing agreement^(b)	(525		)	5,558		5,038
Total other related party transactions	$	(525	)	$	5,558	$	5,240



	2018		2017
	(In thousands)
Accounts receivable from related parties:
JBS USA Food Company^(c)	$	1,236	$	2,826
JBS Chile Ltda.	—		108
Combo, Mercado de Congelados	79		—
Seara International Ltd.	16		15
Seara Meats B.V.	—		2
Total accounts receivable from related parties	$	1,331	$	2,951

Accounts payable to related parties:
JBS USA Food Company^(c)	$	5,121	$	440
Seara Meats B.V.	2,142		2,410
JBS Chile Ltda.	6		—
JBS Toledo	—		39
Total accounts payable to related parties	$	7,269	$	2,889

(a)

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 our behalf 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. During 2016, the Company paid JBS USA Holdings $0.2 million for letter of credit fees.


(b)	The Company entered into a tax sharing agreement during 2014 with JBS USA Holdings effective for tax years starting 2010. The net tax payable for tax year 2018 was accrued in 2018 and was paid in 2019. The net tax receivable for tax year 2017 was accrued in 2017 and was paid in 2018. The net tax receivable for tax year 2016 was accrued in 2016 and paid in January 2017.

(c)

We routinely execute transactions to both purchase products from JBS USA Food Company (“JBS USA”) and sell products to them. As of December 30, 2018 and December 31, 2017, the outstanding payable to JBS USA was $5.1 million and $0.4 million, respectively. As of December 30, 2018 and December 31, 2017, the outstanding receivable from JBS USA was $1.2 million and $2.8 million, respectively. As of December 30, 2018, approximately $1.1 million of goods from JBS USA were in transit and not reflected on our Consolidated Balance Sheet.

(d)

The Company has an agreement with JBS USA to allocate costs associated with JBS USA’s procurement of SAP licenses and maintenance services for both 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.