XML 74 R34.htm IDEA: XBRL DOCUMENT

RELATED PARTY TRANSACTIONS (Tables)

6 Months Ended

Jun. 24, 2012

Transactions with JBS USA, a JBS USA subsidiary and the former Founder Director recognized in the Condensed Consolidated Statements of Operations are summarized below:

	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	June 24,		June 26,		June 24,		June 26,
	2012		2011		2012		2011
	(In thousands)				(In thousands)
JBS USA:
Subordinated loan interest^(a)	$	—	$	—	$	971	$	—
Letter of credit fees^(b)		592		—		1,184		—
JBS USA, LLC:
Purchases from JBS USA, LLC^(c)		16,982		37,981		31,711		78,027
Expenditures paid by JBS USA, LLC on behalf of Pilgrim’s Pride
Corporation^(d)		14,400		6,281		29,725		14,150
Sales to JBS USA, LLC^(c)		61,225		17,989		119,367		41,723
Expenditures paid by Pilgrim’s Pride Corporation on behalf of JBS
USA, LLC^(d)		1,432		479		2,556		650
Former Founder Director:
Consulting fee paid to former Founder Director^(e)		—		374		374		748
Board fees paid to former Founder Director^(e)		—		39		45		76
Contract grower compensation paid to former Founder Director^(f)		—		369		297		669
Sales to former Founder Director		—		4		1		5

(a)		On June23,2011, we executed a subordinated loan agreement with JBS USA that provided an aggregate loan commitment of $100.0million and immediately borrowed $50.0million under the resulting facility at an interest rate of9.845% per annum. On March7,2012, we repaid the outstanding $50.0million loan, along with $3.5million accrued interest, and terminated the loan commitment under the agreement.
(b)		Beginning on October26,2011, JBS USA arranged for letters of credit to be issued on its account in the amount of $56.5million to an insurance company on our behalf in order to allow that insurance company to return cash it held as collateral against potential liability claims. We agreed to reimburse JBS USA up to $56.5million for potential draws upon these letters of credit. We reimburse JBS USA for the letter of credit costs we would have otherwise incurred under our credit facilities. During2012, we have paid JBS USA $1.4million for letter of credit costs. At June24,2012, the outstanding payable to JBS USA for letter of credit costs was $0.2million.
(c)		We routinely execute transactions to both purchase products from JBS USA, LLC and sell products to them. As of June24,2012and December25,2011, the outstanding payable to JBS USA, LLC was $6.7million and $11.7million, respectively. As of June24,2012and December25,2011, the outstanding receivable from JBS USA, LLC was $24.9million and $21.2million, respectively. As of June24,2012, approximately $1.9million of goods from JBS USA, LLC were in transit and not reflected on our Condensed Consolidated Balance Sheet.
(d)		On January19,2010, we executed an agreement with JBS USA, LLC in order to allocate costs associated with the procurement of SAP licenses and maintenance services by JBS USA, LLC for the combined companies. Under this agreement, the fees associated with procuring SAP licenses and maintenance services are allocated between us and JBS USA, LLC in proportion to the percentage of licenses used by each company. The agreement expires on the date of expiration, or earlier termination, of each underlying SAP license agreement. During2012, we have paid JBS USA $0.6million for the procurement of such licenses and services. On May5,2010, we executed an agreement with JBS USA, LLC in order to allocate the costs of supporting the business operations through one consolidated corporate team. Expenditures paid by JBS USA, LLC on our behalf are reimbursed by us and expenditures paid by us on behalf of JBS USA, LLC are reimbursed by JBS USA, LLC. This agreement expires on May5,2015. During2012, we have paid JBS USA, LLC $14.4million for net expenditures paid by JBS USA, LLC on our behalf. At June24,2012, the outstanding net payable to JBS USA resulting from affiliate trade, procurement of SAP licenses and maintenance services and support of the business operations through one consolidated corporate team was $5.4million.
(e)		On December28,2009, we executed a consulting agreement with the former Founder Director. The terms of the agreement on that date included, among other things, that the former Founder Director (i) will provide services to us that are comparable in the aggregate with the services provided by him to us prior to December28,2009, (ii) will be appointed to our Board of Directors and, during the term of the agreement, will be nominated for subsequent terms on the Board, (iii) will be compensated for services rendered to us at a rate of $1.5million per annum for a term of five years, (iv) will be subject to customary non-solicitation and non-competition provisions and (v) will be, along with his spouse, provided with medical benefits (or will be compensated for medical coverage) that are comparable in the aggregate to the medical benefits afforded to our employees. As a result of his resignation as Founder Director, we are no longer required to nominate the Former Director to serve subsequent terms on the Board. During2012, we have paid $0.4million to the former Founder Director under this agreement.
(f)		We have executed various grower contracts with the former Founder Director that provide for the placement of our flocks on farms owned by the former Founder Director during the grow-out phase of production. These contracts include terms that are substantially identical to those included in contracts executed by us with unaffiliated parties. The former Founder Director can terminate the contracts upon completion of the grow-out phase for each flock. We can terminate the contracts within a specified period of time pursuant to regulations by the Grain Inspection, Packers and Stockyards Administration of the U.S. Department of Agriculture. During2012, we have paid $0.3million to the former Founder Director under these contracts.