x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
¨
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
Delaware
|
75-1285071
|
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
|
incorporation
or organization)
|
Identification
No.)
|
|
4845
US Hwy 271 N, Pittsburg, TX
|
75686-0093
|
|
(Address
of principal executive offices)
|
(Zip
code)
|
|
Registrant’s
telephone number, including area code: (903)
434-1000
|
INDEX
PILGRIM’S
PRIDE CORPORATION AND SUBSIDIARIES
|
||
PART
I. FINANCIAL INFORMATION
|
||
Item
1.
|
Financial
Statements (Unaudited)
|
|
December
31, 2005 and October 1, 2005
|
||
Three
months ended December 31, 2005 and January 1, 2005
|
||
Three
months ended December 31, 2005 and January 1, 2005
|
||
Item
2.
|
||
Item
3.
|
||
Item
4.
|
||
PART
II. OTHER INFORMATION
|
||
Item
1.
|
||
Item
6.
|
||
PART
I. FINANCIAL INFORMATION
|
|||||||
Item
1. Financial Statements
|
|||||||
Pilgrim's
Pride Corporation
|
|||||||
Consolidated
Balance Sheets
|
|||||||
(Unaudited)
|
|||||||
December
31, 2005
|
October
1, 2005
|
||||||
(In
thousands, except share and per share data)
|
|||||||
Assets
|
|||||||
Current
Assets:
|
|||||||
Cash
and cash equivalents
|
$
|
130,276
|
$
|
132,567
|
|||
Investment in available for sale securities |
40,000
|
-- | |||||
Trade accounts and other receivables, less allowance for doubtful
accounts
|
290,268
|
288,528
|
|||||
Inventories
|
561,751
|
527,329
|
|||||
Current
deferred income taxes
|
25,107
|
25,107
|
|||||
Other
current assets
|
29,116
|
25,884
|
|||||
Total
Current Assets
|
1,076,518
|
999,415
|
|||||
Investment
in Available for Sale Securities
|
268,975
|
304,593
|
|||||
Other
Assets
|
50,664
|
53,798
|
|||||
Property,
Plant and Equipment:
|
|||||||
Land
|
53,000
|
51,887
|
|||||
Buildings,
machinery and equipment
|
1,633,028
|
1,612,739
|
|||||
Autos
and trucks
|
56,133
|
55,202
|
|||||
Construction-in-progress
|
74,436
|
58,942
|
|||||
1,816,597
|
1,778,770
|
||||||
Less
accumulated depreciation
|
(649,635
|
)
|
(624,673
|
)
|
|||
1,166,962
|
1,154,097
|
||||||
$
|
2,563,119
|
$
|
2,511,903
|
||||
Liabilities
and Stockholders’ Equity
|
|||||||
Current
Liabilities:
|
|||||||
Accounts
payable
|
$
|
303,957
|
$
|
281,909
|
|||
Accrued
expenses
|
367,867
|
288,106
|
|||||
Income
taxes payable
|
18,030
|
16,196
|
|||||
Current
maturities of long-term debt
|
8,658
|
8,603
|
|||||
Total
Current Liabilities
|
698,512
|
594,814
|
|||||
Long-Term
Debt, Less Current Maturities
|
508,516
|
518,863
|
|||||
Deferred
Income Taxes
|
173,232
|
173,232
|
|||||
Minority
Interest in Subsidiary
|
1,729
|
1,396
|
|||||
Commitments
and Contingencies
|
|
||||||
Stockholders’
Equity:
|
|||||||
Preferred
stock, $.01 par value, 5,000,000 authorized shares; none
issued
|
--
|
--
|
|||||
Common
stock - $.01 par value, 160,000,000 authorized shares; 66,826,833
issued
|
668
|
668
|
|||||
Additional
paid-in capital
|
471,344
|
471,344
|
|||||
Retained
earnings
|
711,149
|
753,527
|
|||||
Accumulated
other comprehensive loss
|
(463
|
)
|
(373
|
)
|
|||
Less
treasury stock, 271,100 shares
|
(1,568
|
)
|
(1,568
|
)
|
|||
Total
Stockholders’ Equity
|
1,181,130
|
1,223,598
|
|||||
$
|
2,563,119
|
$
|
2,511,903
|
See
notes to consolidated financial
statements.
|
Pilgrim’s
Pride Corporation and Subsidiaries
(Unaudited)
|
|||||||
Three
Months Ended
|
|||||||
December
31, 2005
|
January
1, 2005
|
||||||
(in
thousands, except share and per share data)
|
|||||||
Net
Sales
|
$
|
1,343,812
|
$
|
1,368,247
|
|||
Costs
and Expenses:
|
|||||||
Cost
of sales
|
1,225,412
|
1,207,129
|
|||||
Gross Profit
|
118,400
|
161,118
|
|||||
Selling,
general and administrative
|
72,202
|
70,103
|
|||||
1,297,614
|
1,277,232
|
||||||
Operating
income
|
46,198
|
91,015
|
|||||
Other
Expenses (Income):
|
|||||||
Interest
expense
|
12,394
|
13,167
|
|||||
Interest
income
|
(3,946
|
)
|
(943
|
)
|
|||
Foreign
exchange gain
|
(620
|
)
|
(103
|
)
|
|||
Miscellaneous,
net
|
1,730
|
(1,015
|
)
|
||||
9,558
|
11,106
|
||||||
Income
Before Income Taxes
|
36,640
|
79,909
|
|||||
Income
Tax Expense
|
10,962
|
31,400
|
|||||
Net
Income
|
$
|
25,678
|
$
|
48,509
|
|||
Net
income per common share- basic and diluted
|
$
|
0.39
|
$
|
0.73
|
|||
Dividends
declared per common share
|
$
|
1.0225
|
$
|
0.0150
|
|||
Weighted
average shares outstanding
|
66,555,733
|
66,555,733
|
|||||
See
notes to consolidated financial
statements.
|
Pilgrim’s
Pride Corporation and Subsidiaries
(Unaudited)
|
||||||||||
Three
Months Ended
|
||||||||||
December
31, 2005
|
January
1, 2005
|
|||||||||
(in thousands)
|
||||||||||
Cash
Flows From Operating Activities:
|
||||||||||
Net
income
|
$
|
25,678
|
$
|
48,509
|
||||||
Adjustments
to reconcile net income to cash provided by operating
activities
|
||||||||||
Depreciation
and amortization
|
30,348
|
30,065
|
||||||||
Loss
on property disposals
|
1,096
|
1,875
|
||||||||
Deferred
income taxes
|
--
|
831
|
||||||||
Changes
in operating assets and liabilities
|
||||||||||
Accounts
and other receivables
|
1,417
|
48,144
|
||||||||
Inventories
|
(34,422
|
)
|
51,948
|
|||||||
Other
current assets
|
(3,231
|
)
|
(9,487
|
)
|
||||||
Accounts
payable and accrued expenses
|
37,085
|
(4,305
|
)
|
|||||||
Other
|
(1,905
|
)
|
(143
|
)
|
||||||
Cash
provided by operating activities
|
56,066
|
167,437
|
||||||||
Investing
Activities:
|
||||||||||
Acquisitions
of property, plant and equipment
|
(43,866
|
)
|
(24,160
|
)
|
||||||
Purchases
of investment securities
|
(2,500
|
)
|
--
|
|||||||
Proceeds
from property disposals
|
731
|
781
|
||||||||
Other,
net
|
(1,026
|
)
|
92
|
|||||||
Cash
used for investing activities
|
(46,661
|
)
|
(23,287
|
)
|
||||||
Financing
Activities:
|
||||||||||
Payments
on long-term debt
|
(10,291
|
)
|
(10,239
|
)
|
||||||
Cash
dividends paid
|
(1,498
|
)
|
(998
|
)
|
||||||
Cash
used for financing activities
|
(11,789
|
)
|
(11,237
|
)
|
||||||
Effect
of exchange rate changes on cash and cash equivalents
|
93
|
20
|
||||||||
Increase
(decrease) in cash and cash equivalents
|
(2,291
|
) |
132,933
|
|||||||
Cash
and cash equivalents at beginning of year
|
132,567
|
38,165
|
||||||||
Cash
and Cash Equivalents at End of Period
|
$
|
130,276
|
$
|
171,098
|
||||||
|
||||||||||
See
notes to consolidated financial
statements.
|
December
31,
|
October
1,
|
||||||
(In
thousands)
|
2005
|
2005
|
|||||
Chicken:
|
|||||||
Live
chicken and hens
|
$
|
194,984
|
$
|
196,406
|
|||
Feed
and eggs
|
133,394
|
114,091
|
|||||
Finished
chicken products
|
198,115
|
164,412
|
|||||
526,493
|
474,909
|
||||||
Turkey:
|
|||||||
Live
turkey and hens
|
$
|
7,091
|
$
|
7,209
|
|||
Feed
and eggs
|
2,663
|
4,924
|
|||||
Finished
turkey products
|
7,309
|
23,072
|
|||||
17,063
|
35,205
|
||||||
Other
Products:
|
|||||||
Commercial
feed, table eggs, and retail farm store
|
$
|
5,239
|
$
|
4,866
|
|||
Distribution
inventories (other than chicken & turkey products)
|
12,956
|
12,349
|
|||||
18,195
|
17,215
|
||||||
Total
Inventories
|
$
|
561,751
|
$
|
527,329
|
Three
Months Ended
|
|||||||
|
December
31, 2005
|
January
1, 2005
|
|||||
(in
thousands)
|
|||||||
Lease
payments on commercial egg property
|
$
|
188
|
$
|
188
|
|||
Chick,
feed and other sales to major stockholder, including
advances
|
$
|
220
|
$
|
51,873
|
|||
Live
chicken purchases and other payments to major stockholder
|
$
|
465
|
$
|
21,396
|
|||
Loan
guaranty fees
|
$
|
410
|
$
|
446
|
|||
Lease
payments and operating expenses on airplane
|
$
|
131
|
$
|
140
|
|
|
Three
Months
Ended
|
|||||
|
|
|
December
31,
2005
|
January
1, 2005(a
|
)
|
||
(In
thousands)
|
|||||||
Net
Sales to Customers:
|
|||||||
Chicken:
|
|||||||
United
States
|
$
|
1,034,166
|
$
|
1,034,838
|
|||
Mexico
|
92,403
|
96,937
|
|||||
Sub-total
|
1,126,569
|
1,131,775
|
|||||
Turkey
|
61,904
|
79,774
|
|||||
Other
Products:
|
|||||||
United
States
|
153,530
|
155,047
|
|||||
Mexico
|
1,809
|
1,651
|
|||||
Sub-total
|
155,339
|
156,698
|
|||||
Total
|
1,343,812
|
1,368,247
|
|||||
Operating
Income (Loss):
|
|||||||
Chicken:
|
|||||||
United
States
|
$
|
53,862
|
$
|
88,607
|
|||
Mexico
|
(7,070
|
)
|
5,182
|
||||
Sub-total
|
46,792
|
93,789
|
|||||
Turkey
|
(5,642
|
)
|
(4,765
|
)
|
|||
Other
Products:
|
|||||||
United
States
|
4,590
|
1,549
|
|||||
Mexico
|
458
|
442
|
|||||
Sub-total
|
5,048
|
1,991
|
|||||
Total
|
$
|
46,198
|
$
|
91,015
|
|||
Depreciation
and Amortization:(b)
|
|||||||
Chicken:
|
|||||||
United
States
|
$
|
25,560
|
$
|
24,806
|
|||
Mexico
|
2,594
|
3,086
|
|||||
Sub-total
|
28,154
|
27,892
|
|||||
Turkey
|
781
|
767
|
|||||
Other
Products:
|
|||||||
United
States
|
1,377
|
1,359
|
|||||
Mexico
|
36
|
47
|
|||||
Sub-total
|
1,413
|
1,406
|
|||||
Total
|
$
|
30,348
|
$
|
30,065
|
(a)
|
Certain
historical amounts have been reclassified to conform to current
year
presentation.
|
(b)
|
Includes
amortization of capitalized financing costs of approximately
$0.6 million
for each of the three month periods ending December 31, 2005
and January
1, 2005, respectively.
|
§ |
Increased
cost of sales due to increased energy costs, higher freight
delivery costs
and higher soybean meal costs. Between the two periods,
feed ingredient
costs rose in the U.S. 3.6% and in Mexico 9.0% due primarily
to freight
and soybean meal prices.
|
§ |
Selling
prices in Mexico dropped sharply due to an oversupply
situation which
occured during the quarter. Selling prices were off 13.1% from the
prior year period.
|
§ |
Our
average chicken selling prices in the U.S. were up 2.1% over the same
period last year due to a favorable product mix but total
pounds
sold were down an equal 2.1%. Although overall sales are flat,
decreased sales and selling prices for export products
because of market
disruptions caused by avian influenza scares in other
parts of the world
compounded by shipping disruptions created during the
recent hurricane
season have affected the selling prices for chicken parts
in the U.S. and
overseas.
|
|
|
Three
Months
Ended
|
|||||
|
December
31, 2005
|
January
1, 2005(a
|
)
|
||||
|
(In thousands) | ||||||
Net
Sales to Customers:
|
|||||||
Chicken:
|
|||||||
United
States
|
$
|
1,034,166
|
$
|
1,034,838
|
|||
Mexico
|
92,403
|
96,937
|
|||||
Sub-total
|
1,126,569
|
1,131,775
|
|||||
Turkey
|
61,904
|
79,774
|
|||||
Other
Products:
|
|||||||
United
States
|
153,530
|
155,047
|
|||||
Mexico
|
1,809
|
1,651
|
|||||
Sub-total
|
155,339
|
156,698
|
|||||
Total
|
1,343,812
|
1,368,247
|
|||||
Operating
Income (Loss):
|
|||||||
Chicken:
|
|||||||
United
States
|
$
|
53,862
|
$
|
88,607
|
|||
Mexico
|
(7,070
|
)
|
5,182
|
||||
Sub-total
|
46,792
|
93,789
|
|||||
Turkey
|
(5,642
|
)
|
(4,765
|
)
|
|||
Other
Products:
|
|||||||
United
States
|
4,590
|
1,549
|
|||||
Mexico
|
458
|
442
|
|||||
Sub-total
|
5048
|
1,991
|
|||||
Total
|
$
|
46,198
|
$
|
91,015
|
|||
Depreciation
and Amortization:(b)
|
|||||||
Chicken:
|
|||||||
United
States
|
$
|
25,560
|
$
|
24,806
|
|||
Mexico
|
2,594
|
3,086
|
|||||
Sub-total
|
28,154
|
27,892
|
|||||
Turkey
|
781
|
767
|
|||||
Other
Products:
|
|||||||
United
States
|
1,377
|
1,359
|
|||||
Mexico
|
36
|
47
|
|||||
Sub-total
|
1,413
|
1,406
|
|||||
Total
|
$
|
30,348
|
$
|
30,065
|
(a)
|
Certain
historical amounts have been reclassified to conform to current
year
presentation.
|
(b)
|
Includes
amortization of capitalized financing costs of approximately
$0.6 million
for each of the three month periods ending December 31, 2005
and January
1, 2005, respectively.
|
|
December
31, 2005
|
January
1, 2005
|
|||||
Net
sales
|
100.0
|
%
|
100.0
|
%
|
|||
Cost
and Expenses
|
|||||||
Cost
of sales
|
91.2
|
88.2
|
|||||
Gross
profit
|
8.8
|
11.8
|
|||||
Selling, general and administrative expense
|
5.4
|
5.1
|
|||||
Operating
income
|
3.4
|
6.7
|
|||||
Interest
expense
|
0.9
|
1.0
|
|||||
Interest
income
|
(0.3
|
)
|
(0.1
|
)
|
|||
Income
before income taxes
|
2.7
|
5.8
|
|||||
Net
income
|
1.9
|
3.5
|
|||||
|
Fiscal
Quarter Ended
|
Change
from
First
Quarter Ended
|
|||||||||||
|
December
31,
|
January
1,
|
Percentage
|
||||||||||
Source
|
2005
|
2005
|
Change
|
||||||||||
Chicken-
|
|||||||||||||
United States
|
$
|
1,034.2
|
$
|
(0.7
|
)
|
(0.1
|
)%
|
(a
|
)
|
||||
Mexico
|
92.4
|
(4.5
|
)
|
(4.7
|
)%
|
(b
|
)
|
||||||
$
|
1,126.6
|
$
|
(5.2
|
)
|
(0.5
|
)%
|
|||||||
Turkey
|
$
|
61.9
|
$
|
(17.9
|
)
|
(22.4
|
)%
|
(c
|
)
|
||||
1,188.5
|
(23.1
|
)
|
|||||||||||
Other
Products-
|
|||||||||||||
United
States
|
$
|
153.5
|
$
|
(1.5
|
)
|
(1.0
|
)%
|
||||||
Mexico
|
1.8
|
0.2
|
|
9.6
|
%
|
||||||||
$
|
155.3
|
$
|
(1.3
|
)
|
(0.9
|
)%
|
(d
|
)
|
|||||
$
|
1,343.8
|
$
|
(24.4
|
)
|
(1.8
|
)%
|
(a)
|
U.S.
chicken sales were consistent between periods, with a 2.1%
reduction in
pounds sold during the first quarter ended December 31, 2005 as
compared to the prior year quarter being substantially
offset by a 2.1%
increase in revenue per pound sold over the same
periods.
|
(b)
|
Mexico
chicken sales declined 4.7% in the current quarter, with
a 13.1% reduction
in revenue per dressed pound produced during the first
quarter ended
December 31, 2005 as compared to the prior year quarter
being offset
somewhat by a 9.6% increase in pounds produced over the
same
periods.
|
(c)
|
U.S.
turkey sales were comparably lower in the current quarter,
due primarily
to the 2004 restructuring of our turkey operations in Hinton,
VA., from
which remaining inventories were sold during fiscal 2005's
first quarter
ended January 1, 2005.
|
(d)
|
Net
sales of other products declined in the current quarter,
due primarily to
lower realized sales prices for protein and feed products
offset by a 16%
increase in the average sales prices for table
eggs.
|
Quarter
|
|
|
Change
From
|
|
|
|
|
|
Percentage
of
|
|
|
Percentage
|
|
|
|
|
|||
|
|
|
Ended
|
|
|
Quarter
Ended
|
|
|
|
|
|
Net
Sales
|
|
|
of
Net Sales
|
|
|
|
|
|
|
|
December
31,
|
|
|
January
1,
|
|
|
Percentage
|
|
|
First
Quarter
|
|
|
First
Quarter
|
||||
Components
|
2005
|
|
|
2005
|
|
|
Change
|
|
|
Fiscal
2006
|
|
|
Fiscal
2005
|
||||||
Net
sales
|
$
|
1,343.8
|
$
|
(24.4
|
)
|
(1.8
|
)%
|
100.0
|
%
|
100.0
|
%
|
||||||||
Cost
of sales
|
1,225.4
|
18.3
|
1.5
|
%
|
91.2
|
% |
88.2
|
% |
(a
|
)
|
|||||||||
Gross
profit
|
$
|
118.4
|
$
|
(42.7
|
)
|
(26.5
|
)%
|
8.8
|
%
|
11.8
|
%
|
(b
|
)
|
||||||
(a)
|
Cost
of sales increased $34.6 million due primarily to increased
energy costs
and transportation costs created by fuel cost increases
along with an
increase in the cost of soybean meal. These increases were
offset by a
$16.3 million decrease in the cost of sales in the turkey
division due to
reduced sales. Included in cost of sales was a charge of
$2.5 million to
reduce the value of certain packaging and supplies associated
with the
Company’s decision to cease production of certain products at its
Franconia, Pennsylvania turkey cooking facility. In connection
with this
decision, on March 3, 2006 approximately 300 employees
will be terminated.
No material charges associated with these decisions are
expected to be
recorded in future periods.
|
(b)
|
Gross
profit decreased $42.7 million primarily due to a combination
of lower
selling prices in Mexico, the impact of export sales in
the U.S. and
increased energy, freight and soybean meal costs in the
U.S. and
Mexico.
|
|
Change
from
|
|||||||||
|
Quarter
Ended
|
|
Quarter
Ended
|
|||||||
December
31,
|
January
1,
|
Percentage
|
||||||||
Source
|
2005
|
2005
|
Change
|
|||||||
Chicken-
|
||||||||||
United
States
|
$
|
53.9
|
$
|
(34.7
|
)
|
(39.2
|
)%
|
|||
Mexico
|
(7.1
|
)
|
(12.3
|
)
|
(236.4
|
)%
|
||||
$
|
46.8
|
$
|
(47.0
|
)
|
(50.1
|
)%
|
||||
Turkey
|
$
|
(5.6
|
)
|
$
|
(0.8
|
)
|
(18.4
|
)%
|
||
Other
Products-
|
||||||||||
United
States
|
$
|
4.6
|
$
|
3.0
|
196.3
|
%
|
||||
Mexico
|
0.4
|
--
|
--
|
%
|
||||||
$
|
5.0
|
$
|
3.0
|
196.3
|
%
|
|||||
Operating
Income
|
$
|
46.2
|
$
|
(44.8
|
)
|
(49.2
|
)%
|
|
Change
from
|
Percentage
|
Percentage
|
||||||||||||||||
|
Quarter
Ended
|
Quarter
Ended
|
of
Net Sales
|
|
|
of
Net Sales
|
|||||||||||||
December
31,
|
January
1,
|
Percentage
|
|
|
First
Quarter
|
|
|
First
Quarter
|
|||||||||||
Components
|
2005
|
2005
|
Change
|
|
|
Fiscal
2006
|
|
|
Fiscal
2005
|
||||||||||
Gross
profit
|
$
|
118.4
|
$
|
(42.7
|
)
|
(26.5
|
)%
|
8.8
|
%
|
11.8
|
%
|
||||||||
Selling,
general and administrative expense
|
72.2
|
2.1
|
3.0
|
%
|
5.4
|
% |
5.1
|
% |
(a
|
)
|
|||||||||
Operating
income
|
$
|
46.2
|
$
|
(44.8
|
)
|
(49.2
|
)%
|
3.4
|
%
|
6.7
|
% |
(b
|
)
|
(a)
|
Increase
is primarily due to costs associated with increased prepared
foods sales,
increased professional assistance in upgrading and enhancing
our operating
and reporting systems and various donations associated with
disaster
relief around the world.
|
(b)
|
Decrease
in operating income is primarily due to the items discussed
above under
gross profit and by increased selling, general and administrative
expenses
discussed above.
|
|
Facility
|
Available
|
|
Amount
|
|||||||||
Source
of Liquidity
|
Amount
|
Borrowing
|
Outstanding
|
Available
|
|||||||||
(in
millions)
|
|||||||||||||
Cash
and cash equivalents
|
$
|
--
|
$
|
--
|
$
|
--
|
$
|
170.3
|
|||||
Investments
in available for sale
securities - short-term
|
-- | -- | -- | 40.0 | |||||||||
Investments
in available for sale securities - long-term
|
-- | -- | -- | 269.0 | |||||||||
Debt
Facilities:
|
|||||||||||||
Revolving
credit facilities
|
168.0
|
136.0
|
--
|
136.0
|
|||||||||
Revolving/term
facility
|
500.0
|
500.0
|
--
|
500.0
|
|||||||||
Receivables
purchase
|
|||||||||||||
agreement
|
125.0
|
125.0
|
--
|
125.0
|
|||||||||
Total
available
|
$
|
1,200..3
|
· |
Matters
affecting the poultry industry generally, including
fluctuations in the
commodity prices of feed ingredients, chicken and
turkey;
|
· |
Additional
outbreaks of avian influenza or other diseases, either
in our own flocks
or elsewhere, affecting our ability to conduct our
operations and/or
demand for our poultry products;
|
· |
Contamination
of our products, which has recently and can in the
future lead to product
liability claims and product
recalls;
|
· |
Exposure
to risks related to product liability, product recalls, property
damage
and injuries to persons, for which insurance coverage is
expensive,
limited and potentially inadequate;
|
· |
Changes
in laws or regulations affecting our operations or the application
thereof;
|
· |
Competitive
factors and pricing pressures or the loss of one or more
of our largest
customers;
|
· |
Currency
exchange rate fluctuations, trade barriers, exchange controls,
expropriation and other risks associated with foreign
operations;
|
· |
Management
of our cash resources, particularly in light of our leverage,
and
restrictions imposed by and as a result of, our leverage;
and
|
· |
The
impact of uncertainties of litigation as well as other risks
described
herein and under “Risk Factors” in our Annual Report on Form 10-K filed
with the Securities and Exchange
Commission.
|
3.1
|
Certificate
of Incorporation of the Company, as amended (incorporated by reference
from Exhibit 3.1 of the Company’s Annual Report on Form 10-K for the
fiscal year ended October 2, 2004 filed on November 24,
2004.)
|
|
3.2
|
Amended
and Restated Corporate Bylaws of the Company (incorporated by reference
from Exhibit 4.4 of the Company’s Registration Statement on Form S-8 (No.
333-111929) filed on January 15, 2004).
|
|
10.1
|
Broiler Production
Agreement dated effective November 15, 2005 between Pilgrim's Pride
Corporation and Lonnie "Bo" Pilgrim (incorporated by reference
from
Exhibit 99.1 of the Company’s Current Report on Form 8-K dated November
10, 2005).
|
|
10.2
|
First
Amendment to Third Amended and Restated Credit Agreement dated
November
25, 2005 between Pilgrim's Pride Corporation, Harris N.A., and
the other
lenders party thereto (incorporated by reference from Exhibit 1.1
of the
Company’s Current Report on Form 8-K dated December 5,
2005).
|
|
10.3
|
Second
Amendment to Credit Agreement dated November 28, 2005 between Pilgrim’s
Pride Corporation, CoBank, ACB, and certain syndication parties
thereto
(incorporated by reference from Exhibit 1.2 of the Company’s Current
Report on Form 8-K dated December 5, 2005).
|
|
10.4
|
Amended
and Restated Pilgrim's Pride Corporation 2005 Deferred Compensation
Plan
(incorporated by reference from Exhibit 10.1 of the Company’s Current
Report on Form 8-K dated January 6, 2006).
|
|
10.5
|
Vendor
Service Agreement dated effective December 28, 2005 between Pilgrim's
Pride Corporation and Pat Pilgrim (incorporated by reference from
Exhibit
10.2 of the Company’s Current Report on Form 8-K dated January 6,
2006).
|
|
10.6
|
Transportation
Agreement dated effective December 28, 2005 between Pilgrim's Pride
Corporation and Pat Pilgrim (incorporated by reference from Exhibit
10.3
of the Company’s Current Report on Form 8-K dated January 6,
2006).
|
|
10.7
|
Ground
Lease Agreement dated effective January 4, 2006 between Pilgrim's
Pride
Corporation and Pat Pilgrim (incorporated by reference from Exhibit
10.4
of the Company’s Current Report on Form 8-K dated January 6,
2006).
|
|
12.1
|
Statement
regarding Computation of Ratios.*
|
|
31.1
|
Certification
of Co-Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*
|
|
31.2
|
Certification
of Co-Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*
|
|
31.3
|
Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.*
|
|
32.1
|
Certification
of Co-Principal Executive Officer of Pilgrim's Pride Corporation
pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
|
32.2
|
Certification
of Co-Principal Executive Officer of Pilgrim's Pride Corporation
pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
|
32.3
|
Certification
of Chief Financial Officer of Pilgrim's Pride Corporation pursuant
to
Section 906 of the Sarbanes-Oxley Act of 2002.*
|
|
*
Filed herewith
|
PILGRIM’S
PRIDE CORPORATION
|
|||
/s/
Richard A. Cogdill
|
|||
Date:
|
January 25,
2006
|
Richard
A. Cogdill
|
|
Chief
Financial Officer,
|
|||
Secretary
and Treasurer
|
|||
(Principal
Financial Officer, Chief
Accounting Officer and Authorized
Signatory)
|
|||
|
3.1
|
Certificate
of Incorporation of the Company, as amended (incorporated by reference
from Exhibit 3.1 of the Company’s Annual Report on Form 10-K for the
fiscal year ended October 2, 2004 filed on November 24,
2004.)
|
|
3.2
|
Amended
and Restated Corporate Bylaws of the Company (incorporated by reference
from Exhibit 4.4 of the Company’s Registration Statement on Form S-8 (No.
333-111929) filed on January 15, 2004).
|
|
10.1
|
Broiler Production
Agreement dated effective November 15, 2005 between Pilgrim's Pride
Corporation and Lonnie "Bo" Pilgrim (incorporated by reference
from
Exhibit 99.1 of the Company’s Current Report on Form 8-K dated November
10, 2005).
|
|
10.2
|
First
Amendment to Third Amended and Restated Credit Agreement dated
November
25, 2005 between Pilgrim's Pride Corporation, Harris N.A., and
the other
lenders party thereto (incorporated by reference from Exhibit 1.1
of the
Company’s Current Report on Form 8-K dated December 5,
2005).
|
|
10.3
|
Second
Amendment to Credit Agreement dated November 28, 2005 between Pilgrim’s
Pride Corporation, CoBank, ACB, and certain syndication parties
thereto
(incorporated by reference from Exhibit 1.2 of the Company’s Current
Report on Form 8-K dated December 5, 2005).
|
|
10.4
|
Amended
and Restated Pilgrim's Pride Corporation 2005 Deferred Compensation
Plan
(incorporated by reference from Exhibit 10.1 of the Company’s Current
Report on Form 8-K dated January 6, 2006).
|
|
10.5
|
Vendor
Service Agreement dated effective December 28, 2005 between Pilgrim's
Pride Corporation and Pat Pilgrim (incorporated by reference from
Exhibit
10.2 of the Company’s Current Report on Form 8-K dated January 6,
2006).
|
|
10.6
|
Transportation
Agreement dated effective December 28, 2005 between Pilgrim's Pride
Corporation and Pat Pilgrim (incorporated by reference from Exhibit
10.3
of the Company’s Current Report on Form 8-K dated January 6,
2006).
|
|
10.7
|
Ground
Lease Agreement dated effective January 4, 2006 between Pilgrim's
Pride
Corporation and Pat Pilgrim (incorporated by reference from Exhibit
10.4
of the Company’s Current Report on Form 8-K dated January 6,
2006).
|
|
Statement
regarding Computation of Ratios.*
|
||
Certification
of Co-Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*
|
||
Certification
of Co-Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*
|
||
Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.*
|
||
Certification
of Co-Principal Executive Officer of Pilgrim's Pride Corporation
pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
||
Certification
of Co-Principal Executive Officer of Pilgrim's Pride Corporation
pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
||
Certification
of Chief Financial Officer of Pilgrim's Pride Corporation pursuant
to
Section 906 of the Sarbanes-Oxley Act of 2002.*
|
||
*
Filed herewith
|
PILGRIM’S
PRIDE CORPORATION
|
|||||||
COMPUTATION
OF RATIO OF EARNINGS TO FIXED CHARGES
|
|||||||
THREE
MONTHS ENDED
|
|||||||
December
31, 2005
|
January
1, 2005
|
||||||
EARNINGS:
|
|||||||
Income
before income taxes
|
$
|
36,640
|
$
|
79,909
|
|||
Add:
Total fixed charges
|
16,826
|
16,541
|
|||||
Less:
Interest Capitalized
|
1,302
|
360
|
|||||
Total
Earnings
|
$
|
52,164
|
$
|
96,090
|
|||
FIXED
CHARGES:
|
|||||||
Interest
expense
|
$
|
13,696
|
$
|
13,528
|
|||
Portion
of rental expense representative of the interest factor
|
3,130
|
3,013
|
|||||
Total
fixed charges
|
$
|
16,826
|
$
|
16,541
|
|||
Ratio
of earnings to fixed charges
|
3.10
|
5.81
|
I
have
reviewed this quarterly report on Form 10-Q for the fiscal quarter
ended
December 31, 2005, of Pilgrim's Pride Corporation;
|
|||
|
|||
2.
|
Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statement made, in light of the circumstances under which such
statements
were made, not misleading with respect to the period covered by
this
report;
|
||
|
|||
3.
|
Based on my
knowledge, the financial statements and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
||
|
|||
4.
|
The
registrant’s other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures
(as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
|
||
|
|||
a.)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the registrant, including
its
consolidated subsidiaries, is made known to us by others within
those
entities, particularly during the period in which this report is
being
prepared;
|
||
|
|||
b.)
|
Designed such
internal control over financial reporting, or caused such internal
control
over financial reporting to be designed under our supervision,
to provide
reasonable assurance regarding the reliability of financial reporting
and
the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
|
||
|
|||
c.)
|
Evaluated
the
effectiveness of the registrant’s disclosure controls and procedures and
presented in this report our conclusions about the effectiveness
of the
disclosure controls and procedures, as of the end of the period
covered by
this report based upon such evaluation; and
|
||
|
|||
d.)
|
Disclosed
in this
report any change in the registrant’s internal control over financial
reporting that occurred during the registrant’s most recent fiscal quarter
(the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting;
and
|
||
|
|||
5.
|
The registrant’s
other certifying officers and I have disclosed, based on our most
recent
evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of registrant’s board of
directors (or persons performing the equivalent functions):
|
||
|
|||
a.)
|
All significant
deficiencies and material weaknesses in the design or operation
of
internal control over financial reporting which are reasonably
likely to
adversely affect the registrant’s ability to record, process, summarize
and report financial information; and
|
||
|
|||
b.)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
||
|
/s/ Lonnie “Bo”
Pilgrim
|
|
|
Lonnie “Bo” Pilgrim
|
|
Co-Principal Executive Officer
|
|
|
|
|
1.
|
I have
reviewed this quarterly report on Form 10-Q for the fiscal quarter
ended
December 31, 2005, of Pilgrim's Pride Corporation;
|
||
|
|||
2.
|
Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statement made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
||
|
|||
3.
|
Based on my
knowledge, the financial statements and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
||
|
|||
4.
|
The
registrant’s other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
|
||
|
|||
a.)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is
being
prepared;
|
||
|
|||
b.)
|
Designed such
internal control over financial reporting, or caused such internal
control
over financial reporting to be designed under our supervision, to
provide
reasonable assurance regarding the reliability of financial reporting
and
the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
|
||
|
|||
c.)
|
Evaluated the
effectiveness of the registrant’s disclosure controls and procedures and
presented in this report our conclusions about the effectiveness
of the
disclosure controls and procedures, as of the end of the period covered
by
this report based upon such evaluation; and
|
||
|
|||
d.)
|
Disclosed in
this
report any change in the registrant’s internal control over financial
reporting that occurred during the registrant’s most recent fiscal quarter
(the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting;
and
|
||
|
|||
5.
|
The registrant’s
other certifying officers and I have disclosed, based on our most
recent
evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of registrant’s board of
directors (or persons performing the equivalent functions):
|
||
|
|||
a.)
|
All significant
deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely
to
adversely affect the registrant’s ability to record, process, summarize
and report financial information; and
|
||
|
|||
b.)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
||
|
|||
Date:
January 25, 2006
|
/s/
O.B.
Goolsby, Jr.
|
|
O.B. Goolsby,
Jr.
|
|
Co-Principal
Executive Officer
|
1.
|
I
have reviewed this quarterly report on Form 10-Q for the fiscal
quarter
ended December 31, 2005, of Pilgrim's Pride
Corporation;
|
||
2.
|
Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statement made, in light of the circumstances under which such
statements
were made, not misleading with respect to the period covered by
this
report;
|
||
3.
|
Based
on my knowledge, the financial statements and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
||
4.
|
The
registrant’s other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures
(as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
|
||
a.)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the registrant, including
its
consolidated subsidiaries, is made known to us by others within
those
entities, particularly during the period in which this report is
being
prepared;
|
||
b.)
|
Designed
such internal control over financial reporting, or caused such
internal
control over financial reporting to be designed under our supervision,
to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
||
c.)
|
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness
of
the disclosure controls and procedures, as of the end of the period
covered by this report based upon such evaluation; and
|
||
d.)
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely
to
materially affect, the registrant’s internal control over financial
reporting; and
|
||
5.
|
The
registrant’s other certifying officers and I have disclosed, based on our
most recent evaluation of internal control over financial reporting,
to
the registrant’s auditors and the audit committee of registrant’s board of
directors (or persons performing the equivalent
functions):
|
||
a.)
|
All
significant deficiencies and material weaknesses in the design
or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
||
b.)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
||
/s/ Richard
A.
Cogdill
|
|
|
Richard
A.
Cogdill
|
|
Chief
Financial Officer
|
/s/ Lonnie “Bo”
Pilgrim
|
|
|
Lonnie “Bo” Pilgrim
|
|
Co-Principal Executive
Officer
|
|
|
Date: January 25,
2006
|
/s/ O.B. Goolsby, Jr.
|
|
O.B. Goolsby, Jr.
|
|
Co-Principal Executive
Officer
|
|
|
Date:
January 25, 2006
|
/s/
Richard
A. Cogdill
|
|
Richard
A.
Cogdill
|
|
Chief
Financial Officer
|
|
|