SEC Filing | Pilgrim's Pride Corporation

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarter ended JANUARY 2, 1999 Commission file number 1-9273 PILGRIM'S PRIDE CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 75-1285071 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 110 SOUTH TEXAS, PITTSBURG, TX 75686-0093 (Address of principal executive offices) (Zip code) (903) 855-1000 (Telephone number of principle executive offices) NOT APPLICABLE Former name, former address and former fiscal year, if changed since last report. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date. COMMON STOCK $.01 PAR VALUE---27,589,250 SHARES AS OF FEBRUARY 16, 1999 INDEX PILGRIM'S PRIDE CORPORATION PART I. FINANCIAL INFORMATION Item 1: Financial Statements (Unaudited): Condensed consolidated balance sheets: January 2, 1999 and September 26, 1998 Consolidated statements of income: Three months ended January 2, 1999 and December 27, 1997 Consolidated statements of cash flows: Three months ended January 2, 1999 and December 27, 1997 Notes to condensed consolidated financial statements--January 2, 1999 Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations. PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K SIGNATURES PART I. FINANCIAL INFORMATION ITEM 1: FINANCIAL STATEMENTS: PILGRIM'S PRIDE CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) JANUARY 2, 1999 SEPTEMBER 26, 1998 (in thousands) ASSETS Current Assets: Cash and cash equivalents $ 33,666 $ 25,125 Trade accounts and other receivables, less allowance for doubtful accounts 89,421 81,813 Inventories 130,873 141,684 Deferred income taxes 4,148 7,010 Prepaid expenses and other current assets 1,881 2,902 Total Current Assets 259,989 258,534 Other Assets 11,848 11,757 Property, Plant and Equipment 574,205 562,099 Less accumulated depreciation 238,677 230,951 335,528 331,148 $ 607,365 $ 601,439 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable 75,857 70,069 Accrued expenses 34,525 35,536 Current maturities of long-term debt 4,626 5,889 Total Current Liabilities 115,008 111,494 Long-term Debt, less current maturities 185,358 199,784 Deferred Income Taxes 59,733 58,401 Minority Interest in Subsidiary 889 889 Stockholders' Equity: Preferred stock, $.01 par value, authorized 5,000,000 shares; none issued -- -- Common stock - Class A, $.01 par value, authorized 100,000,000 shares; none issued -- -- Common stock - Class B, $.01 par value, authorized 60,000,000 shares; 27,589,250 issued and outstanding in 1999 and 1998 276 276 Additional paid-in capital 79,763 79,763 Retained earnings 166,338 150,832 Total Stockholders' Equity 246,377 230,871 $ 607,365 $ 601,439 See Notes to Condensed Consolidated Financial Statements. 1

PILGRIM'S PRIDE CORPORATION CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) QUARTER ENDED January 2, December 27, 1999 1997 (14 weeks) (13 weeks) (in thousands, except share and per share data) Net Sales $ $ 336,088 $ 337,887 Costs and Expenses: Cost of sales 292,187 308,507 Selling, general and administrative 17,715 14,009 309,902 322,516 Operating Income 26,186 15,371 Other Expense (Income): Interest expense, net 4,733 5,036 Foreign exchange (gain) loss (92) 528 Miscellaneous, net income 88 (463) 4,729 5,101 Income before income taxes 21,457 10,270 Income tax expense (benefit) 5,537 (847) Net income $ 15,920 $ 11,117 Net income per common share - basic and diluted $ .58 $ .40 Dividends per common share $ .015 $ .015 Weighted average shares outstanding 27,589,250 27,589,250 See Notes to Condensed Consolidated Financial Statements.

PILGRIM'S PRIDE CORPORATION JANUARY 2, 1999 PILGRIM'S PRIDE CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) QUARTER ENDED January 2, December 27, 1999 1997 (14 weeks) (13 weeks) (in thousands) Cash Flows From Operating Activities: Net income $ 15,920 $ 11,117 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization 8,653 8,052 Loss on property disposals 76 10 Provision for doubtful accounts 334 667 Deferred income taxes 4,195 (1,796) Changes in operating assets and liabilities: Accounts and other receivable (7,942) (2,228) Inventories 10,811 20,815 Prepaid expenses 1,021 (3,474) Accounts payable and accrued expenses 4,777 (643) Other (396) (91) Net Cash Flows Provided By Operating Activities: 37,449 32,429 Investing Activities: Acquisitions of property, plant and equipment (12,833) (15,352) Proceeds from property disposals 235 348 Other, net (340) (459) Net Cash Used In Investing Activities (12,938) (15,463) Financing Activities: Proceeds from long-term debt -- 1,117 Payments on long-term debt (15,780) (23,895) Cash dividends paid (414) (414) Cash Used In Financing Activities (16,194) (23,192) Effect of Exchange Rate Changes on Cash and Cash Equivalents 224 (81) Increase (Decrease) in cash and cash equivalents 8,541 (6,307) Cash and cash equivalents at beginning of year 25,125 20,339 Cash and cash equivalents at end of period $ 33,666 $ 14,032 Supplemental disclosure information: Cash paid during the period for: Interest (net of amount capitalized) $ 1,930 $ 2,890 Income Taxes $ 4,779 $ 413 See Notes to Condensed Consolidated Financial Statements.

PILGRIM'S PRIDE CORPORATION JANUARY 2, 1999 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENT (Unaudited) NOTE A--BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements of Pilgrim's Pride Corporation ("Pilgrim's" or "the Company") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The Condensed Consolidated Balance Sheet as of September 26, 1998 has been derived from the audited financial statements as of that date. Operating results for the period ended January 2, 1999 are not necessarily indicative of the results that may be expected for the year ended October 2, 1999. For further information, refer to the consolidated financial statements and footnotes thereto included in Pilgrim's annual report on Form 10-K for the year ended September 26, 1998. The consolidated financial statements include the accounts of Pilgrim's and its wholly and majority owned subsidiaries. Significant intercompany accounts and transactions have been eliminated. The Company reports on the basis of a 52/53-week fiscal year, which ends on the Saturday closest to September 30. As a result, the Company's first quarter of fiscal year 1999 ended on January 2, 1999, and included 14 weeks, while the Company's first quarter of fiscal 1998, which ended on December 27, 1997, had 13 weeks. The assets and liabilities of the foreign subsidiaries are translated at end-of-period exchange rates, except for any non-monetary assets, which are translated at equivalent dollar costs at dates of acquisition using historical rates. Operations of foreign subsidiaries are translated at average exchange rates in effect during the period. NOTE B--COMPREHENSIVE INCOME AND NET INCOME PER COMMON SHARE Comprehensive income is the same as net income for all periods presented. Basic and diluted earnings per share for the periods ended January 2, 1999 and December 27, 1997 are based on the weighted average shares outstanding for the periods. NOTE C--INVENTORIES Inventories consist of the following: JANUARY 2,1999 SEPTEMBER 26, 1998 (in thousands) Live chickens and hens $ 36,491 $ 61,295 Feed, eggs and other 44,788 46,199 Finished chicken products 49,594 34,190 $ 130,873 $ 141,684 3

PILGRIM'S PRIDE CORPORATION JANUARY 2, 1999 ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL Profitability in the chicken industry can be materially affected by the commodity prices of chicken and chicken parts, each of which are determined largely by supply and demand. As a result, the chicken industry as a whole has been characterized by cyclical earnings. Cyclical fluctuations in earnings of individual chicken companies can be mitigated somewhat by (i) business strategy; (ii) product mix; (iii) sales and marketing plans; and (iv) operating efficiencies. In an effort to reduce price volatility and to generate higher, more consistent profit margins, the Company has concentrated on the production and marketing of prepared food products, which generally have higher margins than the Company's other products. Additionally, the production and sale in the U.S. of prepared foods products reduces the impact of feed grain costs on the Company's profitability. As further processing is performed, feed grain costs become a decreasing percentage of a product's total production costs. As discussed in Note A to the Condensed Consolidated Financial Statements, the Company's accounting cycle resulted in 14 weeks of operations in the first quarter of fiscal 1999 compared to 13 weeks in the first fiscal quarter of 1998. The following table presents certain information regarding the Company's U.S. and Mexican operations. Quarter Ended January 2, December 27, 1999 1997 (14 weeks) (13 weeks) Net Sales to Unaffiliated Customers: United States 266,954 259,576 Mexico 69,134 78,311 Operating Income: United States 18,741 2,472 Mexico 7,445 12,899 The following table presents certain items as a percentage of net sales for the periods indicated. QUARTER ENDED JANUARY 2,1999 DECEMBER 27, 1997 Net sales 100.0% 100.0% Costs and expenses: Cost of sales 86.9 91.3 Gross profit 13.1 8.7 Selling, general and administrative 5.3 4.1 Operating Income 7.8 4.6 Interest expense 1.4 1.5 Income before income taxes 6.4 3.0 Net Income 4.7 3.3 Results of Operations First Quarter 1999 Compared to First Quarter 1998: NET SALES. Consolidated net sales were $336.1 million for the first quarter of fiscal 1999, a decrease of $1.8 million, or .5% from the first quarter of fiscal 1998. The decrease in consolidated net sales resulted from a $9.2 million decrease in Mexican chicken sales to $69.1 million offset partially by a $4.2 million increase in U.S. chicken sales to $222.8 million and a $3.2 million increase of sales of other U.S. products to $44.1 million. The decrease in Mexican chicken sales was primarily due to a 19.8% decrease in total revenue per dressed pound offset partially by a 10.0% increase in dressed pounds. COST OF SALES. Consolidated cost of sales was $292.2 million in the first quarter of fiscal 1999, a decrease of $16.3 million, or 5.3% over the first quarter of fiscal 1998. The decrease resulted primarily from a $12.3 million decrease in cost of sales of U.S. operations and by a $4.0 million decrease in the cost of sales in Mexican operations. The cost of sales decrease in U.S. operations of $12.3 million was due to a 30.4% decrease in feed ingredient costs per pound partially offset by a 6.6% increase in dressed pounds produced. The $4.0 million cost of sales decrease in Mexican operations was primarily due to a 21.5% decrease in feed ingredient costs per pound partially offset by a 10.0% increase in dressed pounds produced. GROSS PROFIT. Gross profit was $43.9 million for the first quarter of fiscal 1999, an increase of $14.5 million, or 49.4% over the same period last year. Gross profit as a percentage of sales increased to 13.1% in the first quarter of fiscal 1999 from 8.7% in the first quarter of fiscal 1998. The increased gross profit resulted primarily from lower feed ingredient costs per pound and higher production volumes both in the U.S. and Mexico. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Consolidated selling, general and administrative expenses were $17.7 million in the first quarter of fiscal 1999 and $14.0 million in the first quarter of fiscal 1998. Consolidated selling, general and administrative expenses as a percentage of sales increased in the first quarter of fiscal 1999 to 5.3% compared to 4.1% in the first quarter of fiscal 1998 due primarily to increased accrued retirement and bonus cost which are dependent upon U.S. profits. Operating Income. Consolidated operating income was $26.2 million for the first quarter of fiscal 1999, an increase of $10.8 million, or 70.4% when compared to the first quarter of fiscal 1998, RESULTING PRIMARILY FROM LOWER FEED INGREDIENT COSTS. Interest Expense. CONSOLIDATED NET INTEREST EXPENSE DECREASED TO $4.7 MILLION, OR 6.0% IN THE FIRST QUARTER OF FISCAL 1999, WHEN COMPARED TO $5.0 MILLION FOR THE FIRST QUARTER OF FISCAL 1998, DUE TO LOWER OUTSTANDING DEBT LEVELS. Income Tax Expense. CONSOLIDATED INCOME TAX EXPENSE IN THE FIRST QUARTER OF FISCAL 1999 INCREASED TO $5.5 MILLION COMPARED TO A BENEFIT OF $.9 MILLION IN THE FIRST QUARTER OF FISCAL 1998. THIS INCREASE RESULTED FROM HIGHER U.S. EARNINGS IN THE FIRST QUARTER OF FISCAL 1999 THAN IN THE FIRST QUARTER OF FISCAL 1998. Liquidity and Capital Resources AT JANUARY 2, 1999, THE COMPANY'S WORKING CAPITAL REMAINED RELATIVELY STABLE AT $145.0 MILLION AND ITS CURRENT RATIO DECREASED TO 2.26 TO 1 COMPARED WITH WORKING CAPITAL OF $147.0 MILLION AND A CURRENT RATIO OF 2.32 TO 1 AT SEPTEMBER 26, 1998. STRONG PROFITS WERE PRIMARILY RESPONSIBLE FOR THE CONTINUING STABILITY IN WORKING CAPITAL AND CURRENT RATIO FROM SEPTEMBER 26, 1998 TO JANUARY 2, 1999. TRADE ACCOUNTS AND OTHER RECEIVABLES WERE $89.4 MILLION AT JANUARY 2, 1999, A $7.6 MILLION INCREASE FROM SEPTEMBER 26, 1998. THE 9.3% INCREASE WAS PRIMARILY DUE TO INCREASED MEXICAN SALES TAX RECEIVABLES, SEASONAL VARIATIONS AND AN INCREASE IN SALES OF PREPARED FOODS PRODUCTS, WHICH NORMALLY HAVE LONGER CREDIT TERMS THAN FRESH CHICKEN SALES. INVENTORIES WERE $130.9 MILLION AT JANUARY 2, 1999, COMPARED TO $141.7 MILLION AT SEPTEMBER 26, 1998. THE $10.8 MILLION, OR 7.6%, DECREASE WAS DUE PRIMARILY TO LOWER COSTS IN THE LIVE CHICKEN AND HEN INVENTORIES RESULTING FROM LOWER FEED INGREDIENT COSTS AND SEASONAL VARIATIONS IN SALES OF CHICKEN AND FEED PRODUCTS TO THE COMPANY'S PRINCIPAL STOCKHOLDER. ACCOUNTS PAYABLE WERE $75.9 MILLION AT JANUARY 2, 1999, A $5.8 MILLION INCREASE FROM SEPTEMBER 26, 1998. THE 8.3% INCREASE WAS DUE TO NORMAL SEASONAL VARIATIONS IN ACCOUNTS PAYABLE. CAPITAL EXPENDITURES FOR THE FIRST QUARTER OF FISCAL 1999 WERE $12.8 MILLION AND WERE PRIMARILY INCURRED TO EXPAND CERTAIN FACILITIES, IMPROVE EFFICIENCIES, REDUCE COSTS AND FOR THE ROUTINE REPLACEMENT OF EQUIPMENT. THE COMPANY ANTICIPATES THAT IT WILL SPEND APPROXIMATELY $95.0 MILLION FOR CAPITAL EXPENDITURES IN FISCAL YEAR 1999 AND EXPECTS TO FINANCE SUCH EXPENDITURES WITH AVAILABLE OPERATING CASH FLOWS AND LONG-TERM FINANCING. AT JANUARY 2, 1999, THE COMPANY'S STOCKHOLDERS' EQUITY INCREASED TO $246.4 MILLION FROM $230.9 MILLION AT SEPTEMBER 26, 1998. TOTAL DEBT TO CAPITALIZATION DECREASED TO 43.5% AT JANUARY 2, 1999 COMPARED TO 47.1% AT SEPTEMBER 26, 1998. THE COMPANY MAINTAINS $70 MILLION IN REVOLVING CREDIT FACILITIES AND $45 MILLION IN SECURED- TERM BORROWING FACILITIES. THE CREDIT FACILITIES PROVIDE FOR INTEREST AT RATES RANGING FROM LIBOR PLUS ONE AND THREE- EIGHTHS PERCENT TO LIBOR PLUS TWO PERCENT AND ARE SECURED BY INVENTORY AND FIXED ASSETS, OR ARE UNSECURED. AS OF FEBRUARY 12, 1999, $63.3 MILLION WAS AVAILABLE UNDER THE REVOLVING CREDIT FACILITIES AND $43.0 MILLION WAS AVAILABLE UNDER THE TERM BORROWING FACILITIES. THE COMPANY MAINTAINS AN ASSET SALE AGREEMENT WHERE IT CAN SELL UP TO $60 MILLION OF ACCOUNTS RECEIVABLE. UNDER THIS AGREEMENT, AS THE SOLD ACCOUNTS RECEIVABLE ARE COLLECTED, NEW QUALIFYING ACCOUNTS CAN BE SUBSTITUTED THUS MAINTAINING THE MAXIMUM BALANCE ALLOWED TO BE OUTSTANDING AT A RATE APPROXIMATING .425% OVER COMMERCIAL PAPER. AS OF JANUARY 2, 1999 NO ACCOUNTS RECEIVABLE HAD BEEN SOLD UNDER THIS AGREEMENT. IMPACT OF MEXICO PESO EXCHANGE RATE THE COMPANY'S EARNINGS ARE AFFECTED BY FOREIGN EXCHANGE RATE FLUCTUATIONS RELATED TO THE MEXICAN PESO NET MONETARY POSITION OF ITS MEXICAN SUBSIDIARIES. THE COMPANY PRIMARILY MANAGES THIS EXPOSURE BY ATTEMPTING TO MINIMIZE ITS MEXICAN PESO NET MONETARY POSITION, BUT HAS ALSO FROM TIME TO TIME CONSIDERED EXECUTING HEDGES TO HELP MINIMIZE THIS EXPOSURE. HOWEVER, SUCH INSTRUMENTS HAVE HISTORICALLY NOT BEEN ECONOMICALLY FEASIBLE. THE COMPANY IS ALSO EXPOSED TO THE EFFECT OF POTENTIAL EXCHANGE RATE FLUCTUATIONS TO THE EXTENT THAT AMOUNTS ARE REPATRIATED FROM MEXICO TO THE UNITED STATES. HOWEVER, THE COMPANY CURRENTLY ANTICIPATES THAT THE CASH FLOWS OF ITS MEXICAN SUBSIDIARIES WILL CONTINUE TO BE REINVESTED IN ITS MEXICAN OPERATIONS. IN ADDITION, THE MEXICAN PESO EXCHANGE RATE CAN DIRECTLY AND INDIRECTLY IMPACT THE COMPANY'S RESULTS OF OPERATIONS AND FINANCIAL POSITION IN SEVERAL MANNERS, INCLUDING POTENTIAL ECONOMIC RECESSION IN MEXICO RESULTING FROM A DEVALUED PESO. THE IMPACT ON THE COMPANY'S FINANCIAL POSITION AND RESULTS OF OPERATIONS OF A HYPOTHETICAL CHANGE IN THE EXCHANGE RATE BETWEEN THE U.S. DOLLAR AND THE MEXICAN PESO CANNOT BE REASONABLY ESTIMATED. FOREIGN CURRENCY EXCHANGE GAINS AND LOSSES, REPRESENTING THE CHANGE IN THE U.S. DOLLAR VALUE OF THE NET MONETARY ASSETS OF THE COMPANY'S MEXICAN SUBSIDIARIES, WERE A GAIN OF $.1 MILLION IN THE FIRST QUARTER OF FISCAL 1999 AND A LOSS OF $.5 MILLION IN THE FIRST QUARTER OF FISCAL 1998. ON FEBRUARY 12, 1999, THE MEXICAN PESO CLOSED AT 9.94 TO 1 U.S. DOLLAR, A DECREASE FROM 10.24 AT SEPTEMBER 26, 1998. NO ASSURANCE CAN BE GIVEN AS TO THE FUTURE VALUATION OF THE MEXICAN PESO AND HOW FURTHER MOVEMENTS IN THE PESO COULD AFFECT FUTURE EARNINGS OF THE COMPANY. IMPACT OF YEAR 2000 THE YEAR 2000 ISSUE IS THE RESULT OF COMPUTER PROGRAMS BEING WRITTEN USING TWO DIGITS RATHER THAN FOUR TO DEFINE THE APPLICABLE YEAR. ANY OF THE COMPANY'S COMPUTER PROGRAMS THAT HAVE DATE-SENSITIVE SOFTWARE MAY RECOGNIZE A DATE USING "00" AS THE YEAR 1900 RATHER THAN THE YEAR 2000. THIS COULD RESULT IN A SYSTEM FAILURE OR MISCALCULATIONS CAUSING DISRUPTIONS OF OPERATIONS, INCLUDING AMONG OTHER THINGS, A TEMPORARY INABILITY TO PROCESS TRANSACTIONS, SEND INVOICES, OR ENGAGE IN SIMILAR NORMAL BUSINESS ACTIVITIES. THE COMPANY HAS DETERMINED THAT IT WILL BE REQUIRED TO MODIFY OR REPLACE PORTIONS OF ITS SOFTWARE SO THAT ITS COMPUTER SYSTEMS WILL FUNCTION PROPERLY WITH RESPECT TO DATES IN THE YEAR 2000 AND THEREAFTER. TO DATE, THE COMPANY HAS UPDATED SUBSTANTIALLY ALL OF ITS COMPUTER SYSTEMS IN THE U.S. AND IS IN PROGRESS OF UPDATING ITS SYSTEMS IN MEXICO. THE COMPANY ANTICIPATES COMPLETING THE REMAINING PORTION OF ITS YEAR 2000 PROJECT BY MID-1999. THE COMPANY PRESENTLY BELIEVES THAT WITH THESE MODIFICATIONS AND REPLACEMENTS, THE YEAR 2000 ISSUE WILL NOT POSE SIGNIFICANT OPERATIONAL PROBLEMS FOR ITS COMPUTER SYSTEMS. SYSTEMS ASSESSMENTS AND MINOR SYSTEM MODIFICATIONS WERE COMPLETED USING EXISTING INTERNAL RESOURCES AND, AS A RESULT, INCREMENTAL COSTS WERE MINIMAL. SYSTEM REPLACEMENTS, CONSISTING PRIMARILY OF CAPITAL PROJECTS, WERE INITIATED FOR OTHER BUSINESS PURPOSES WHILE AT THE SAME TIME ACHIEVING YEAR 2000 COMPLIANCE. SYSTEM REPLACEMENT PROJECTS WERE COMPLETED PRIMARILY USING EXTERNAL RESOURCES. THE TOTAL COST OF THE YEAR 2000 PROJECT IS NOT EXPECTED TO HAVE A MATERIAL EFFECT ON THE COMPANY'S RESULTS OF OPERATIONS. ADDITIONALLY, THE COMPANY WILL BE INITIATING COMMUNICATIONS WITH ALL OF ITS SIGNIFICANT SUPPLIERS AND LARGE CUSTOMERS TO DETERMINE THE EXTENT TO WHICH THE COMPANY'S INTERFACE SYSTEMS ARE VULNERABLE TO THOSE THIRD PARTIES' FAILURE TO REMEDIATE THEIR OWN YEAR 2000 ISSUES. HOWEVER, THERE CAN BE NO ASSURANCE THAT THE SYSTEMS OF OTHER PARTIES UPON WHICH THE COMPANY RELIES WILL BE CONVERTED ON A TIMELY BASIS. THE COMPANY'S BUSINESS, FINANCIAL CONDITION, OR RESULTS OF OPERATIONS COULD BE MATERIALLY ADVERSELY IMPACTED BY THE FAILURE OF ITS SYSTEMS AND APPLICATIONS OR THOSE OPERATED BY OTHERS TO PROPERLY OPERATE OR MANAGE DATES BEYOND 1999. THE COMPANY BELIEVES THAT ITS INITIATIVES AND ITS EXISTING BUSINESS RECOVERY PLANS ARE ADEQUATE TO ADDRESS REASONABLY LIKELY YEAR 2000 ISSUES; IF UNFORESEEN CIRCUMSTANCES ARISE, THE COMPANY WILL ATTEMPT TO DEVELOP CONTINGENCY PLANS FOR THESE SITUATIONS. IMPACT OF INFLATION Due to moderate inflation in the U.S. and the Company's rapid inventory turnover rate, the results of operations have not been significantly affected by inflation during the past three-year period. STATEMENTS REGARDING FORWARD LOOKING COMMENTS Except for historical information contained herein, Management's Discussion and Analysis of Results of Operations and Financial Condition or other discussions elsewhere in this Form 10Q contains forward-looking statements that are dependent upon a number of risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statement. These risks and uncertainties include changes in commodity prices of feed grain and chicken, the Company's substantial indebtedness, risks associated with the Company's foreign operations, including currency exchange rate fluctuations, trade barriers, exchange controls, expropriation and changes in laws and practices, the impact of current and future laws and regulations, and the other risks described in the Company's SEC filings. The Company does not intend to provide updated information about the matters referred to in these forward looking statements, other than in the context of Management's Discussion and Analysis of Results of Operations and Financial Condition contained herein and other disclosures in the Company's SEC filings. PART II OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K EXHIBIT NUMBER *1.1Agreement dated October 15, 1998 between Pilgrim's Pride Corporation and Pilgrim Poultry G.P. The Company did not file any reports on Form 8-K during the three months ended January 2, 1999.

PILGRIM'S PRIDE CORPORATION JANUARY 2, 1999 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PILGRIM'S PRIDE CORPORATION Date 2/6/99 /s/ Richard A. Cogdill Richard A. Cogdill Executive Vice President and Chief Financial Officer Secretary and Treasurer in his respective capacity as such

5 1000 3-MOS OCT-02-1999 JAN-02-1999 33,666 0 89,421 3,917 130,873 259,989 574,205 238,677 607,365 115,008 0 0 0 276 246,101 607,365 336,088 336,088 292,187 309,902 (4) 0 4,733 21,457 5,537 0 0 0 0 15,920 .58 0

AMENDED AGREEMENT This Agreement dated October 15, 1998 amends the previous agreement dated October 15, 1996 and is between Pilgrim's Pride corporation, a Delaware Corporation (hereafter called "PPC") and Pilgrim Poultry, G.P. (hereinafter called "PPGP") covering purchases of baby chicks, feed medication, accounting and flock services from PPC at fair market value and also covering PPGP sales of live broilers to PPC at fair market value. The term of this agreement is from October 15, 1998 until December 31, 1999 and is automatically renewable for each subsequent one calendar year period thereafter unless terminated by either party in writing. The effective date of such termination notice will be 90 days from the date of mailing of such notice. Fair Market Value is agreed as follows initially, but may be revised from time to time subject to agreement between the parties in order to more accurately arrive at Fair Market Value; BABY CHICKS PURCHASED FROM PPC 105% of PPC average year-to-date cost using latest figures available at the time. BROILER FEED PURCHASED FROM PPC $15.00 per ton above PPC Pittsburg Mill ingredient cost delivered to farm. MEDICATION PURCHASED FROM PPC 10% markup over PPC cost. ACCOUNTING SERVICE FURNISHED BY PPC $200 per month for all record keeping and monthly financial statements. FLOCK SERVICE Compensation included in Broiler Feed markup. LIVE BROILERS SOLD TO PPC To be sold to PPC at the quoted weekly Georgia dock dressed quote less 14.50 cents processing, hauling and catching allowance times 73% yield allowance to equal live equivalent market times good live pounds based on farm weight less DOA's and condemned, subject to a ceiling price of 102% of total live cost. PAYMENT TERMS 60 days of invoice date from both parties. In testimony whereof, the parties of this agreement have hereto set their hands in duplicate, the day and year above written. PILGRIM'S PRIDE CORPORATION PILGRIMS POULTRY, G.P. /s/ Clifford E. Butler /s/ Lonnie "Bo" Pilgrim ________________________________ ________________________ Clifford E. Butler Lonnie "Bo" Pilgrim Vice Chairman Proprietor STATE OF TEXAS: COUNTY OF CAMP: Before me the undersigned authority, on this day personally appeared Clifford E. Butler, Vice Chairman, Pilgrim's Pride Corporation and Lonnie "Bo" Pilgrim, Proprietor, Pilgrim Poultry, G.P. known to me to be the persons whose names are subscribed to the foregoing instrument, and acknowledged to be and executed the same for the purpose and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE On this 15th day of October, 1998 /s/ J.H. Nears, Jr. ______________________________ Notary Public Camp County, Texas