What changed in this filing

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Item 9A. Controls and Procedures

2021-02-11 compared with 2020-02-21 · 42 added, 77 removed, 127 unchanged (48% of the section changed)

4 unchanged sentences

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 27, 2020.

Consistent with guidance issued by the SEC for a recently acquired business, management is excluding the internal control over financial reporting of Tulip from its evaluation of the effectiveness of the Company’s disclosure controls and procedures as of December 29, 2019 .

Total assets and net sales of Tulip, which the company acquired in the fourth quarter of 2019, included in our Consolidated and Combined Financial Statements as of and for the fifty-two weeks ended December 29, 2019 were $689.5 million and $306.7 million, respectively.

Based on that evaluation and subject to the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer, concluded that, as of December 27, 2020, the Company’s disclosure controls and procedures were effective.

1 unchanged sentence

There was no change in the Company’s internal control over financial reporting that occurred during the Company’s quarter ended December 27, 2020 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

As mentioned above, the Company acquired Tulip on October 15, 2019.

The Company is in the process of reviewing the internal control structure of Tulip and, if necessary, will make appropriate changes as it integrates Tulip into the Company's overall internal control over financial reporting process.

Management’s Report on Internal Control over Financial Reporting

Pilgrim’s Pride Corporation’s (“PPC”) management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

PPC’s internal control is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles.

PPC’s internal control is designed to

provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles.

PPC's management assessed the effectiveness of the Company’s internal control over financial reporting as of December 27, 2020 based on the Committee of Sponsoring Organizations of the Treadway Commission (COSO) Internal Control Integrated Framework (2013).

The Company’s evaluation of internal control over financial reporting did not include the internal control over financial reporting of Tulip, which the Company acquired in the fourth quarter of 2019.

Total assets and revenue of Tulip included in our Consolidated and Combined Financial Statements as of and for the fifty-two weeks ended December 29, 2019 were $689.5 million and $306.7 million, respectively.

Based on this assessment, management concluded that PPC’s internal control over financial reporting was effective as of December 27, 2020.

KPMG LLP, an independent registered public accounting firm which audited our Consolidated and Combined Financial Statements included in this Form 10-K, has issued an unqualified report on the effectiveness of the Company’s internal control over financial reporting as of December 29, 2019 .

KPMG LLP, an independent registered public accounting firm which audited our Consolidated Financial Statements included in this Form 10-K, has issued an unqualified report on the effectiveness of the Company’s internal control over financial reporting as of December 27, 2020.

That report is included in this Item 9A of this annual report.

5 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 27, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 29, 2019 and December 30, 2018, the related consolidated and combined statements of income, comprehensive income, stockholders’ equity, and cash flows for the fifty-two weeks ended December 29, 2019, the fifty-two weeks ended December 30, 2018, and the fifty-three weeks ended December 31, 2017, and the related notes and financial statement schedule II (collectively, the consolidated and combined financial statements), and our report dated February 19, 2020 expressed an unqualified opinion on those consolidated and combined financial statements.

The Company acquired Tulip Limited during 2019, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 29, 2019, Tulip Limited’s internal control over financial reporting associated with total assets of $690 million and total revenues of $307 million included in the consolidated and combined financial statements of the Company as of and for the fifty-two weeks ended December 29, 2019.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Tulip Limited.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 27, 2020 and December 29, 2019, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the fiscal years in the three-year December 27, 2020 and the related notes and financial statement schedule II (collectively, the consolidated financial statements), and our report dated February 10, 2021 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

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Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights (b)

Weighted-Average Exercise Price of Outstanding Option, Warrants and Rights

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column)

Weighted-Average Exercise Price of Outstanding Option, Warrants and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column)

Equity compensation plans approved by securities holders

161,411 $ 30.94 1,838,589

Equity compensation plans not approved by securities holders

The table provides certain information about our common stock that may be issued under the Long Term Incentive Plan (the “LTIP”), as of December 29, 2019.

For additional information concerning terms of the LTIP, see “Note 17.

Incentive Compensation” of our Consolidated and Combined Financial Statements included in this annual report.

These amounts represent restricted stock units outstanding, but not yet vested, as of December 29, 2019.

Total 161,411 $ 30.94 1,838,589

(a) The table provides certain information about our common stock that may be issued under the Long Term Incentive Plan (the “LTIP”), as of December 27, 2020.

For additional information concerning terms of the LTIP, see Part II.

Item 8, Notes to Consolidated Financial Statements, “Note 16.

Incentive Compensation” in this annual report.

(b) These amounts represent restricted stock units outstanding, but not yet vested, under the 2019 LTIP as of December 27, 2020.

The other information required by Item 12 is incorporated by reference herein from the Company’s Definitive Proxy Statement for its 2021 Annual Meeting of Stockholders to be filed no later than 120 days after the close of the fiscal year covered by this report, which sections are incorporated herein by reference.

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Exhibits and Financial Statement Schedules

Financial Statements

The financial statements and schedules listed in the index to financial statements and schedules on page 1 of this annual report are filed as part of this annual report.

All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are not applicable and therefore have been omitted.

The financial statements schedule entitled “Valuation and Qualifying Accounts and Reserves” is filed as part of this annual report on page 105.

(a) Financial Statements

(i) The financial statements and schedules listed in the index to financial statements and schedules on page 1 of this annual report are filed as part of this annual report.

(ii) All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are not applicable and therefore have been omitted.

(iii) The financial statements schedule entitled “Valuation and Qualifying Accounts and Reserves” is filed as part of this annual report on page 94.

Exhibit Number

Stock Purchase Agreement by and between the Company and JBS USA Holding Lux, S.à.r.l., formerly known as JBS USA Holdings, LLC, dated September 16, 2009 (incorporated by reference from Exhibit 2.1 of the Company’s Current Report on Form 8-K (No.

001-09273) filed September 18, 2009).

Amendment No.1 to the Stock Purchase Agreement by and between the Company and JBS USA Holding Lux, S.à.r.l., formerly known as JBS USA Holdings, LLC, dated December 28, 2009 (incorporated by reference from Exhibit 2.5 of the Company’s Annual Report on Form 10-K/A (No.

001-09273) filed January 22, 2010).

2.1 Share Purchase Agreement, dated as of September 8, 2017, among JBS S.A., Granite Holdings S.à r.l., Onix Investments UK Limited and the Company (incorporated by reference from Exhibit 2.1 of the Company’s Current Report on Form 8-K (No.

001-09273) filed on September 11, 2017).

Share Purchase Agreement, dated as of August 25, 2019, by and among Tulip International (UK) Limited and Onix Investments UK Limited.*

Exhibits to the Share Purchase Agreement, dated as of August 25, 2019, by and among Tulip International (UK) Limited and Onix Investments UK Limited.*

2.2 Share Purchase Agreement, dated as of August 25, 2019, by and among Tulip International (UK) Limited and Onix Investments UK Limited (incorporated by reference f rom Exhibit 2.4 of the Company ’ s Annual Report Form 10-K filed on Febru ary 21, 2020).

2.3 Exhibits to the Share Purchase Agreement, dated as of August 25, 2019, by and among Tulip International (UK) Limited and Onix Investments UK Limited (incorporated by reference from Exhibit 2.5 of the Company ’ s Annual Report on Form 10-K filed on February 21, 2020) .

3.1 Amended and Restated Certificate of Incorporation of the Company (incorporated by reference from Exhibit 3.1 of the Company’s Form 8-A (No.

14 unchanged sentences

4.7 Description of Securities Registered Pursuant to Section 12(b) of the Exchange Act.

Pilgrim’s Pride Corporation Short-Term Management Incentive Plan (incorporated by reference from Exhibit 10.1 of the Company’s Current Report on Form 8-K (No.

001-09273) filed on December 30, 2009).

(inco rporated by reference from Exhibit 4.7 of the Company ’ s Annual Report on Form 10-K filed on February 21, 2020 ).

10.1 Pilgrim’s Pride Corporation Long Term Incentive Plan (incorporated by reference from Exhibit 10.2 of the Company’s Current Report on Form 8-K (No.

001-09273) filed on December 30, 2009).

Employment Agreement dated January 14, 2011 between the Company and William Lovette (incorporated by reference from Exhibit 10.1 of the Company’s Current Report on Form 8-K (No.

001-09273) filed on January 18, 2011).

Restricted Share Agreement dated January 14, 2011 between the Company and William Lovette (incorporated by reference from Exhibit 10.2 of the Company’s Current Report on Form 8-K (No.

001-09273) filed on January 18, 2011).

Pilgrim’s Pride Corporation 2012 Long Term Incentive Program (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (No.

001-09273) filed on September 10, 2012).

10.2 Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K (No.

21 unchanged sentences

001-09273) filed on December 20, 2018).

Transition Agreement, dated as of March 22, 2019, between William W.

Lovette and the Company (incorporated by reference from Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q (No.

001-09273) filed on May 2, 2019).†

2019 Pilgrim’s Pride Corporation Long-Term Incentive Program.†

10.9 2019 Pilgrim’s Pride Corporation Long-Term Incentive P lan (incorporated by reference from Exhibit 10.14 of the Company ’ s Annual Report on Form 10-K filed on Fe bruary 21, 20 20).

10.10 Incentive Compensation Agreement, dated as of 03/22/2019, between Jayson Penn and the Company.†

1 unchanged sentence

23.1 Consent of KPMG LLP.*

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification of Principal Executive Officer of Pilgrim’s Pride Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

Certification of Principal Financial Officer of Pilgrim’s Pride Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema

Inline XBRL Taxonomy Extension Calculation

Inline XBRL Taxonomy Extension Definition

Inline XBRL Taxonomy Extension Label

Inline XBRL Taxonomy Extension Presentation

31.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

32.1 Certification of Principal Executive Officer and Principal Financial Officer of Pilgrim’s Pride Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

101.INS Inline XBRL Instance Document

101.SCH Inline XBRL Taxonomy Extension Schema

101.CAL Inline XBRL Taxonomy Extension Calculation

101.DEF Inline XBRL Taxonomy Extension Definition

101.LAB Inline XBRL Taxonomy Extension Label

101.PRE Inline XBRL Taxonomy Extension Presentation

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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/s/ Fabio Sandri

Chief Financial Officer

President and Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENT that the undersigned officers and directors of Pilgrim’s Pride Corporation do hereby constitute and appoint Jayson J.

Penn and Fabio Sandri, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENT that the undersigned officers and directors of Pilgrim’s Pride Corporation do hereby constitute and appoint Fabio Sandri as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorney-in-fact and agent, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ Gilberto Tomazoni

Chairman of the Board

February 20, 2020

Signature Title Date

/s/ Gilberto Tomazoni Chairman of the Board February 10, 2021

Gilberto Tomazoni

/s/ Jayson J.

President and Chief Executive Officer

February 20, 2020

(Principal Executive Officer)

Chief Financial Officer

/s/ Fabio Sandri

(Principal Financial Officer and

February 20, 2020

Principal Accounting Officer)

/s/ Farha Aslam

February 20, 2020

President and Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer February 10, 2021

(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Duly Authorized Officer)

/s/ Farha Aslam Director February 10, 2021

/s/ Arquimedes A.

February 20, 2020

Celis Director February 10, 2021

Arquimedes A.

/s/ Michael L.

February 20, 2020

/s/ Wallim Cruz de Vasconcellos Junior

February 20, 2020

Cooper Director February 10, 2021

/s/ Wallim Cruz de Vasconcellos Junior Director February 10, 2021

Wallim Cruz de Vasconcellos Junior

/s/ Charles Macaluso

February 20, 2020

/s/ Charles Macaluso Director February 10, 2021

Charles Macaluso

/s/ Denilson Molina

February 20, 2020

/s/ Denilson Molina Director February 10, 2021

Denilson Molina

/s/ Andre Nogueira de Souza

February 20, 2020

/s/ Andre Nogueira de Souza Director February 10, 2021

Andre Nogueira de Souza

/s/ Vincent Trius

February 20, 2020

/s/ Vincent Trius Director February 10, 2021

Vincent Trius

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures