3 unchanged sentences
Pilgrim's Pride Corporation:
−Removed: Opinion on the Consolidated and Combined Financial Statements
−Removed: We have audited the accompanying consolidated balance sheets of Pilgrim’s Pride Corporation and subsidiaries (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).
−Removed: In our opinion, the consolidated and combined financial statements present fairly, in all material respects, the financial position of the Company as of December 29, 2019 and December 30, 2018, and the results of its operations and its 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, in conformity with U.S.
+Added: Opinion on the Consolidated Financial Statements
+Added: We have audited the accompanying consolidated balance sheets of Pilgrim's Pride Corporation and subsidiaries (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 period ended December 27, 2020 and the related notes and financial statement schedule II (collectively, the consolidated financial statements).
+Added: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 27, 2020 and December 29, 2019, and the results of its operations and its cash flows for each of the fiscal years in the three-year period ended December 27, 2020 in conformity with U.S.
generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s 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, and our report dated February 10, 2021 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
−Removed: Changes in Accounting Principle
−Removed: As discussed in Note 1 to the consolidated and combined financial statements, the Company has changed its method of accounting for revenue as of January 1, 2018 due to the adoption of ASU 2014-09, Revenue from Contracts with Customers.
−Removed: As discussed in Note 1 to the consolidated and combined financial statements, the Company has changed its method of accounting for leases as of December 31, 2018 due to the adoption of ASU 2016-02, Leases .
+Added: Change in Accounting Principle
+Added: As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for expected credit losses on financial instruments as of December 30, 2019 due to the adoption of ASU 2016-13, Financial Instruments-Credit Losses .
+Added: As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for leases as of December 31, 2018 due to the adoption of ASU 2016-02, Leases .
Basis for Opinion
−Removed: These consolidated and combined financial statements are the responsibility of the Company’s management.
−Removed: Our responsibility is to express an opinion on these consolidated and combined financial statements based on our audits.
+Added: These consolidated financial statements are the responsibility of the Company’s management.
+Added: Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
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We conducted our audits in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated and combined financial statements are free of material misstatement, whether due to error or fraud.
−Removed: Our audits included performing procedures to assess the risks of material misstatement of the consolidated and combined financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
−Removed: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated and combined financial statements.
−Removed: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated and combined financial statements.
+Added: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
+Added: Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
+Added: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
+Added: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
−Removed: The critical audit matter communicated below is a matter arising from the current period audit of the consolidated and combined financial statements that was communicated or required to be communicated to the audit committee and that:
−Removed: relates to accounts or disclosures that are material to the consolidated and combined financial statements and (2) involved our especially challenging, subjective, or complex judgment.
−Removed: The communication of a critical audit matter does not alter in any way our opinion on the consolidated and combined financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
+Added: The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:
+Added: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
+Added: The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Evaluation of cost of inventory
−Removed: As discussed in Note 1 to the consolidated and combined financial statements, the majority of the Company’s inventory is recorded at the lower of cost or net realizable value.
−Removed: The Company has inventories of approximately $1.4 billion as of December 29, 2019.
−Removed: Inventory cost consists of a combination of actual costs incurred and standard costs.
+Added: As discussed in Note 1 to the consolidated financial statements, certain types of inventory are recorded at the lower of cost or net realizable value.
+Added: The Company had inventories of approximately $1.4 billion as of December 27, 2020.
+Added: Certain inventory is recorded at standard cost, which is set by management to reflect the actual costs incurred.
The production of inventory is a process with many steps.
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As such, the cost of inventory at a particular step in the production process is often dependent on the costs recorded at a previous step in the production process.
−Removed: We identified the evaluation of cost of inventory as a critical audit matter.
+Added: We identified the evaluation of the cost of certain types of inventory as a critical audit matter.
Due to the frequent movement of products, the many steps that a product takes through the production cycle, and the variety of costs incurred at certain steps, especially challenging auditor judgement was required to evaluate the amounts recorded as the costs are incurred and transferred throughout steps in the production process.
−Removed: The primary procedures we performed to address this critical audit matter included the following.
−Removed: We tested certain internal controls over the Company’s inventory costing process, specifically controls over 1) actual costs incurred, 2) the monitoring of variances between actual costs incurred and standard costs, and 3) the transfer of costs throughout steps in the production process.
+Added: The following are the primary procedures we performed to address this critical audit matter.
+Added: We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s inventory costing process, including controls over 1) actual costs incurred, 2) the monitoring of variances between actual costs incurred and standard costs, and 3) the accumulation and transfer of costs throughout steps in the production process.
For a sample of transactions, we assessed the actual costs incurred and the transfer of costs throughout steps in the production process by obtaining evidence over the actual costs incurred and tracing the standard cost transferred to the prior step in the production process.
−Removed: We evaluated the nature and cause of the aggregate variances between actual costs incurred and standard costs.
+Added: For certain aggregate variances between actual costs incurred and standard costs, we assessed the reasonableness of standard cost by evaluating the nature and cause of the variance.
We have served as the Company’s auditor since 2012.
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CONSOLIDATED BALANCE SHEETS
−Removed: December 29, 2019
−Removed: December 30, 2018
+Added: December 27, 2020 December 29, 2019
(In thousands, except share and par value data)
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Accounts receivable from related parties 1,084 944
+Added: Inventories 1,358,793 1,383,535
Income taxes receivable 69,397 60,204
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Identified intangible assets, net 589,913 596,053
+Added: Goodwill 1,005,245 973,750
Property, plant and equipment, net 2,657,491 2,592,061
+Added: Total assets $ 7,474,497 $ 7,102,364
Accounts payable $ 1,028,710 $ 993,780
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Treasury stock, at cost, 17,672,508 shares and 11,546,945 shares at year-end 2020 and year-end 2019, respectively
+Added: ( 345,134 ) ( 234,892 )
Additional paid-in capital 1,954,334 1,955,261
5 unchanged sentences
Total liabilities and stockholders’ equity $ 7,474,497 $ 7,102,364
−Removed: The accompanying notes are an integral part of these Consolidated and Combined Financial Statements.
+Added: The accompanying notes are an integral part of these Consolidated Financial Statements.
PILGRIM’S PRIDE CORPORATION
−Removed: CONSOLIDATED AND COMBINED STATEMENTS OF INCOME
−Removed: Fifty-Two Weeks Ended December 29, 2019
−Removed: Fifty-Two Weeks Ended December 30, 2018
−Removed: Fifty-Three Weeks Ended December 31, 2017
+Added: CONSOLIDATED STATEMENTS OF INCOME
+Added: December 27, 2020 December 29, 2019 December 30, 2018
(In thousands, except per share data)
+Added: Net sales $ 12,091,901 $ 11,409,219 $ 10,937,784
Cost of sales 11,253,705 10,338,825 10,094,308
+Added: Gross profit 838,196 1,070,394 843,476
Selling, general and administrative expense 592,610 379,910 343,025
3 unchanged sentences
Interest income ( 7,305 ) ( 14,277 ) ( 13,811 )
−Removed: Foreign currency transaction loss (gain)
+Added: Foreign currency transaction loss 760 6,917 17,160
Gain on bargain purchase 3,746 ( 56,880 ) —
2 unchanged sentences
Income tax expense 66,755 161,009 85,423
−Removed: Net income from Granite Holdings Sàrl prior to acquisition by Pilgrim’s Pride Corporation
+Added: Net income 95,070 456,536 246,804
Net income (loss) attributable to noncontrolling interest 313 612 ( 1,141 )
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Weighted average shares of Pilgrim's Pride Corporation common stock outstanding:
+Added: Basic 245,944 249,401 248,945
Effect of dilutive common stock equivalents 180 308 204
+Added: Diluted 246,124 249,709 249,149
Net income attributable to Pilgrim's Pride Corporation per share of common stock outstanding:
−Removed: The accompanying notes are an integral part of these Consolidated and Combined Financial Statements.
+Added: Basic $ 0.39 $ 1.83 $ 1.00
+Added: Diluted $ 0.39 $ 1.83 $ 1.00
+Added: The accompanying notes are an integral part of these Consolidated Financial Statements.
PILGRIM’S PRIDE CORPORATION
−Removed: CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE INCOME
−Removed: Fifty-Two Weeks
−Removed: December 29, 2019
−Removed: Fifty-Two Weeks
−Removed: December 30, 2018
−Removed: Fifty-Three Weeks
−Removed: December 31, 2017
+Added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
+Added: Year Ended December 27, 2020 Year Ended December 29, 2019 Year Ended December 30, 2018
(In thousands)
−Removed: Other comprehensive loss:
+Added: Net income $ 95,070 $ 456,536 $ 246,804
+Added: Other comprehensive income:
Foreign currency translation adjustment
3 unchanged sentences
Gains (losses) arising during the period 3,719 ( 2,106 ) 817
+Added: Income tax effect 160 — —
Reclassification to net earnings for losses (gains)
+Added: realized ( 2,664 ) 383 348
Available-for-sale securities
4 unchanged sentences
Defined benefit plans
−Removed: Gains (losses) realized during the period
+Added: Losses realized during the period ( 38,845 ) ( 2,161 ) ( 1,242 )
Income tax effect 7,121 1,016 303
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Comprehensive income 149,579 509,241 150,110
−Removed: Comprehensive income (loss) for Granite
−Removed: Holdings Sàrl prior to acquisition by Pilgrim's
−Removed: Pride Corporation
Comprehensive income (loss) attributable to
1 unchanged sentence
Comprehensive income attributable to Pilgrim's Pride
−Removed: The accompanying notes are an integral part of these Consolidated and Combined Financial Statements.
+Added: Corporation $ 149,266 $ 508,629 $ 151,251
+Added: The accompanying notes are an integral part of these Consolidated Financial Statements.
PILGRIM’S PRIDE CORPORATION
−Removed: CONSOLIDATED AND COMBINED STATEMENTS OF STOCKHOLDERS’ EQUITY
+Added: CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Pilgrim’s Pride Corporation Stockholders
−Removed: Treasury Stock
−Removed: Retained Earnings (Accumulated
+Added: Common Stock Treasury Stock Additional
+Added: Capital Retained Earnings Accumulated
Comprehensive
−Removed: Noncontrolling
+Added: Loss Noncontrolling
+Added: Interest Total
+Added: Shares Amount Shares Amount
(In thousands)
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Comprehensive income:
−Removed: Other comprehensive income, net of tax expense of $3,715
−Removed: Capital contribution under Tax Sharing Agreement between JBS USA Food Company Holdings and Pilgrim's Pride Corporation (the “TSA”)
−Removed: Share-based compensation plans:
+Added: Net income (loss) — — — — — 247,945 — ( 1,141 ) 246,804
+Added: Other comprehensive loss, net of tax benefit of $ 1,627
+Added: — — — — — — ( 96,694 ) — ( 96,694 )
+Added: Capital distribution under Tax Sharing Agreement between JBS USA Food Company Holdings and Pilgrim's Pride Corporation (the "TSA") — — — — ( 524 ) — — — ( 524 )
+Added: Stock-based compensation plans:
Common stock issued under compensation plans 228 2 — — ( 2 ) — — — —
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Common stock purchased under share repurchase program — — ( 15 ) ( 236 ) — — — — ( 236 )
−Removed: Deemed equity contribution resulting from the transfer of Granite Holdings
−Removed: Sàrl net assets from JBS S.A.
−Removed: to Pilgrim's Pride Corporation in a
−Removed: common-control transaction
−Removed: Transfer of Granite Holdings Sàrl to Pilgrim's from JBS S.A.
+Added: Capital contribution to subsidiary by noncontrolling interest — — — — — — — 1,421 1,421
Balance at December 30, 2018 260,396 2,604 ( 11,431 ) $ ( 231,994 ) $ 1,945,136 $ 421,888 $ ( 127,834 ) $ 9,785 $ 2,019,585
Comprehensive income:
−Removed: Net income (loss)
−Removed: Other comprehensive loss, net of tax benefit of $1,627
−Removed: Capital contribution under TSA
−Removed: Share-based compensation plans:
+Added: Net income — — — — — 455,924 — 612 456,536
+Added: Other comprehensive income, net of tax benefit of $ 723
+Added: — — — — — — 52,705 — 52,705
+Added: Stock-based compensation plans:
Common stock issued under compensation plans 723 7 — — ( 7 ) — — — —
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Common stock purchased under share repurchase program — — ( 116 ) ( 2,898 ) — — — — ( 2,898 )
−Removed: Capital contribution to subsidiary by noncontrolling interest
Balance at December 29, 2019 261,119 $ 2,611 ( 11,547 ) $ ( 234,892 ) $ 1,955,261 $ 877,812 $ ( 75,129 ) $ 10,397 $ 2,536,060
Comprehensive income:
+Added: Net income — — — — — 94,757 — 313 95,070
Other comprehensive income, net of tax benefit of $ 6,907
−Removed: Capital distribution under the TSA
−Removed: Share-based compensation plans:
+Added: — — — — — — 54,509 — 54,509
+Added: Capital distribution under TSA — — — — ( 650 ) — — — ( 650 )
+Added: Stock-based compensation plans:
Common stock issued under compensation plans 66 1 — — ( 1 ) — — — —
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Common stock purchased under share repurchase program — — ( 6,126 ) ( 110,242 ) — — — — ( 110,242 )
+Added: Dissolution of subsidiary — — — — — — — 876 876
Balance at December 27, 2020 261,185 $ 2,612 ( 17,673 ) $ ( 345,134 ) $ 1,954,334 $ 972,569 $ ( 20,620 ) $ 11,586 $ 2,575,347
−Removed: The accompanying notes are an integral part of these Consolidated and Combined Financial Statements.
+Added: The accompanying notes are an integral part of these Consolidated Financial Statements.
PILGRIM’S PRIDE CORPORATION
−Removed: CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
−Removed: Fifty-Two Weeks Ended December 29, 2019
−Removed: Fifty-Two Weeks Ended December 30, 2018
−Removed: Fifty-Three Weeks Ended
−Removed: December 31, 2017
+Added: CONSOLIDATED STATEMENTS OF CASH FLOWS
+Added: December 27, 2020 December 29, 2019 December 30, 2018
(In thousands)
Cash flows from operating activities:
+Added: Net income $ 95,070 $ 456,536 $ 246,804
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization 337,104 287,230 274,088
−Removed: Gain on bargain purchase
−Removed: Deferred income tax expense (benefit)
−Removed: Share-based compensation
+Added: Deferred income tax expense 37,337 42,478 32,540
Gain on property disposals ( 13,766 ) ( 10,896 ) ( 1,889 )
−Removed: Foreign currency transaction losses (gains) related to borrowing arrangements
Loan cost amortization 4,848 4,821 5,569
+Added: Gain on bargain purchase 3,746 ( 56,880 ) —
Accretion of bond discount 982 982 812
Amortization of bond premium ( 668 ) ( 668 ) ( 668 )
−Removed: Gain on equity method investments
+Added: Loss (gain) on equity method investments 291 ( 63 ) ( 63 )
+Added: Stock-based compensation ( 276 ) 10,132 13,153
+Added: Noncash loss on subsidiary dissolution 115 — —
+Added: Foreign currency transaction losses (gains) related to borrowing arrangements — ( 4,970 ) 5,267
Loss on early extinguishment of debt recognized as a component of interest expense — — 15,818
2 unchanged sentences
Trade accounts and other receivables 29,154 ( 25,000 ) ( 10,918 )
+Added: Inventories 26,041 ( 111,748 ) 83,174
Prepaid expenses and other current assets ( 50,347 ) ( 15,490 ) ( 11,612 )
Accounts payable and accrued expenses 295,327 119,892 86,834
+Added: Income taxes ( 39,436 ) ( 26,378 ) ( 248,470 )
Long-term pension and other postretirement obligations ( 7,883 ) ( 9,221 ) ( 6,751 )
+Added: Other operating assets and liabilities 6,608 5,764 4,458
Cash provided by operating activities 724,247 666,521 491,650
Cash flows from investing activities:
−Removed: Purchase of acquired business, net of cash acquired
Acquisitions of property, plant and equipment ( 354,762 ) ( 348,120 ) ( 348,666 )
Proceeds from property disposals 31,976 15,753 9,775
−Removed: Proceeds from settlement of life insurance contract
+Added: Purchase of acquired business, net of cash acquired ( 4,216 ) ( 384,694 ) —
Cash used in investing activities ( 327,002 ) ( 717,061 ) ( 338,891 )
2 unchanged sentences
Proceeds from revolving line of credit and long-term borrowings 404,522 259,466 748,382
−Removed: Purchase of common stock under share repurchase program
+Added: Purchase of common stock under stock repurchase program ( 110,242 ) ( 2,898 ) ( 236 )
Payment of capitalized loan costs — ( 652 ) ( 12,581 )
Proceeds (distribution) from capital contribution under the TSA — ( 525 ) 5,558
−Removed: Capital contributions to subsidiary by noncontrolling stockholders
Payment on early extinguishment of debt — — ( 9,781 )
−Removed: Payment of note payable to affiliate
−Removed: Cash provided by (used in) financing activities
+Added: Capital contributions to subsidiary by noncontrolling stockholders — — 1,421
+Added: Cash used in financing activities ( 136,708 ) ( 34,526 ) ( 384,246 )
Effect of exchange rate changes on cash and cash equivalents 7,292 4,065 3,534
Increase (decrease) in cash and cash equivalents 267,829 ( 81,001 ) ( 227,953 )
−Removed: Cash and cash equivalents, beginning of period
−Removed: Cash and cash equivalents, end of period
+Added: Cash and cash equivalents, beginning of year 280,577 361,578 589,531
+Added: Cash and cash equivalents, end of year $ 548,406 $ 280,577 $ 361,578
Supplemental Disclosure Information:
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Income taxes paid 51,710 125,856 253,932
−Removed: The accompanying notes are an integral part of these Consolidated and Combined Financial Statements.
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
+Added: The accompanying notes are an integral part of these Consolidated Financial Statements.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Pilgrim’s Pride Corporation (referred to herein as “Pilgrim’s,” “PPC,” “the Company,” “we,” “us,” “our,” or similar terms) is one of the largest chicken producers in the world, with operations in the United States (“U.S.”), the United Kingdom (“U.K.”), Mexico, France, Puerto Rico and the Netherlands.
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states, the U.K., Mexico, France, Puerto Rico and the Netherlands.
−Removed: As of December 29, 2019 , Pilgrim’s had approximately 53,100 employees and the capacity to process more than 45.3 million birds per week for a total of more than 13.0 billion pounds of live chicken annually.
+Added: As of December 27, 2020, Pilgrim’s had approximately 56,400 employees.
+Added: As of December 27, 2020, Pilgrim’s had the capacity to process more than 44.9 million birds per week for a total of more than 13.2 billion pounds of live chicken annually.
Approximately 4,800 contract growers supply poultry for the Company’s operations.
−Removed: As of December 29, 2019 , Pilgrim’s had 5,400 employees and the capacity to process more than 46,200 pigs per week for a total of 443.0 million pounds of live pork annually.
+Added: As of December 27, 2020, Pilgrim’s had the capacity to process more than 45,000 pigs per week for a total of 436.7 million pounds of live pork annually.
Approximately 300 contract growers supply pork for the Company’s operations.
As of December 27, 2020, JBS S.A., through its indirect wholly-owned subsidiaries (together, “JBS”) beneficially owned 80.26 % of the Company’s outstanding common stock.
−Removed: Consolidated and Combined Financial Statements
+Added: Consolidated Financial Statements
The Company operates on the basis of a 52/53-week fiscal year ending on the Sunday falling on or before December 31.
−Removed: Any reference we make to a particular year in the notes to these Consolidated and Combined Financial Statements applies to our fiscal year and not the calendar year.
+Added: Any reference we make to a particular year in the notes to these Consolidated Financial Statements applies to our fiscal year and not the calendar year.
On September 8, 2017, a subsidiary of the Company acquired 100 % of the issued and outstanding shares of Granite Holdings Sàrl and its subsidiaries (together, “Moy Park”) from JBS S.A.
2 unchanged sentences
from an unrelated third party on September 30, 2015.
−Removed: For the period from September 30, 2015 through September 7, 2017, the Consolidated and Combined Financial Statements include the accounts of the Company and its majority-owned subsidiaries combined with the accounts of Moy Park.
−Removed: For the periods subsequent to September 8, 2017, the Consolidated and Combined Financial Statements include the accounts of the Company and its majority-owned subsidiaries, including Moy Park.
+Added: For the period from September 30, 2015 through September 7, 2017, the Consolidated Financial Statements include the accounts of the Company and its majority-owned subsidiaries combined with the accounts of Moy Park.
+Added: For the periods subsequent to September 8, 2017, the Consolidated Financial Statements include the accounts of the Company and its majority-owned subsidiaries, including Moy Park.
We eliminate all significant affiliate accounts and transactions upon consolidation.
−Removed: The Consolidated and Combined Financial Statements have been prepared in conformity with accounting principles generally accepted in the U.S.
+Added: The Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the U.S.
GAAP”) using management’s best estimates and judgments.
16 unchanged sentences
Remeasurement is performed for non-monetary assets using the historical exchange rate in effect on the date of each asset’s acquisition.
−Removed: Income and expense accounts are remeasured using average exchange rates for
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: Net adjustments resulting from remeasurement of these financial records are reflected in Foreign currency transaction losses (gains) in the Consolidated and Combined Statements of Income.
+Added: Income and expense accounts are remeasured
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: using average exchange rates for the period.
+Added: Net adjustments resulting from remeasurement of these financial records are reflected in Foreign currency transaction losses (gains) in the Consolidated Statements of Income.
The Company or its subsidiaries may use derivatives for the purpose of mitigating exposure to changes in foreign currency exchange rates.
−Removed: Foreign currency transaction gains or losses are reported in the Consolidated and Combined Statements of Income.
−Removed: During 2017, the Company reported an adjustment resulting from the translation of a British pound-denominated note payable owed to JBS as a component of Accumulated other comprehensive loss in the Consolidated Balance Sheets.
−Removed: The Company designated this note payable as a hedge of its net investment in Moy Park.
−Removed: This adjustment remains in Accumulated other comprehensive loss as of December 29, 2019 and will be reclassified if the Company disposes of its investment in Moy Park.
+Added: Foreign currency transaction gains or losses are reported in the Consolidated Statements of Income.
Revenue Recognition
25 unchanged sentences
The majority of the Company’s disbursement bank accounts are zero balance accounts where cash needs are funded as checks are presented for payment by the holder.
−Removed: Checks issued pending clearance that result in overdraft balances for accounting purposes are classified as accounts payable and the change in the related balance is reflected in operating activities on the Consolidated and Combined Statements of Cash Flows.
+Added: Checks issued pending clearance that result in overdraft balances for accounting purposes are classified as accounts payable and the change in the related balance is reflected in operating activities on the Consolidated Statements of Cash Flows.
Restricted Cash
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
The Company is required to maintain cash balances with a broker as collateral for exchange traded futures contracts.
2 unchanged sentences
Treasury Bills that qualify as cash equivalents, as required by the broker, to offset the obligation to return cash collateral.
−Removed: The following table reconciles cash, cash equivalents and restricted cash as reported in the Consolidated Balance Sheets to the total of the same amounts shown in the Consolidated and Combined Statements of Cash Flows:
−Removed: December 29, 2019
−Removed: December 30, 2018
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: The following table reconciles cash, cash equivalents and restricted cash as reported in the Consolidated Balance Sheets to the total of the same amounts shown in the Consolidated Statements of Cash Flows:
+Added: December 27, 2020 December 29, 2019
(In thousands)
2 unchanged sentences
Total cash, cash equivalents and restricted cash shown in the
−Removed: Consolidated and Combined Statements of Cash Flows
+Added: Consolidated Statements of Cash Flows $ 548,406 $ 280,577
The Company’s current investments are all highly liquid investments with a maturity of three months or less when acquired and are, therefore, considered cash equivalents.
8 unchanged sentences
Purchases and sales are recorded on a settlement date basis.
−Removed: Investments in entities in which the Company has an ownership interest greater than 50% and exercises control over the entity are consolidated in the Consolidated and Combined Financial Statements.
+Added: Investments in entities in which the Company has an ownership interest greater than 50% and exercises control over the entity are consolidated in the Consolidated Financial Statements.
Investments in entities in which the Company has an ownership interest between 20% and 50% and exercises significant influence are accounted for using the equity method.
12 unchanged sentences
Finished poultry products, feed, eggs and other inventories are stated at the lower of average cost or net realizable value.
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: Pork inventories are stated at the lower of cost and net realizable value.
−Removed: Cost includes costs incurred in bringing each product to its present location and condition such as purchase price, transportation, labor, and appropriate proportion of manufacturing overhead based on actual production.
−Removed: We record valuation adjustments for our inventory and for estimated obsolescence at or equal to the difference between the cost of inventory and the estimated market value based upon known conditions affecting inventory, including significantly aged products, discontinued product lines, or damaged or obsolete products.
−Removed: We allocate meat costs between our various finished chicken products based on a by-product costing technique that reduces the cost of the whole bird by estimated yields and amounts to be recovered for certain by-product parts.
−Removed: This primarily includes leg quarters, wings, tenders and offal, which are carried in inventory at the estimated recovery amounts, with the remaining amount being reflected as our breast meat cost.
+Added: Inventory typically transfers from one stage of production to another at a standard cost, where it accumulates additional cost directly incurred with the production of inventory, including overhead.
+Added: The standard cost at which each type of inventory transfers is set by management to reflect the actual costs incurred in the prior steps.
+Added: We monitor and adjust standard costs throughout the year to ensure that standard costs reasonably reflect the actual average cost of the inventory produced.
+Added: Pork inventories are stated at the lower of cost or net realizable value.
+Added: Cost includes expenditures incurred in bringing each product to its present location and condition such as purchase price, transportation, labor, and appropriate proportion of manufacturing overhead based on actual production.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: The Company records valuation adjustments for its inventory and for estimated obsolescence at or equal to the difference between the cost of inventory and the estimated market value based upon known conditions affecting inventory, including significantly aged products, discontinued product lines, or damaged or obsolete products.
+Added: The Company allocates meat costs between its various finished chicken products based on a by-product costing technique that reduces the cost of the whole bird by estimated yields and amounts to be recovered for certain by-product parts.
+Added: This primarily includes leg quarters, wings, tenders and offal, which are carried in inventory at the estimated recovery amounts, with the remaining amount being reflected as its breast meat cost.
Generally, the Company performs an evaluation of whether any lower of cost or net realizable value adjustments are required at the country level based on a number of factors, including:
5 unchanged sentences
Beginning with the adoption of Accounting Standards Update (“ASU”) 2016-02 on December 31, 2018, operating lease assets and operating lease liabilities are initially recognized based on the present value of the future minimum lease payments over the lease term at commencement date.
−Removed: As most of our leases do not provide an implicit interest rate, we use our incremental borrowing rate (“IBR”) based on the information available at commencement date in determining the present value of future payments.
−Removed: IBR is derived from our credit facility’s margin as a basis with adjustments to periodically updated LIBOR swap rate and foreign currency curve.
+Added: As most of the Company’s leases do not provide an implicit interest rate, the Company uses its incremental borrowing rate (“IBR”) based on the information available at commencement date in determining the present value of future payments.
+Added: IBR is derived from the Company’s credit facility’s margin as a basis with adjustments to periodically updated LIBOR swap rate and foreign currency curve.
The operating lease asset also includes any lease payments made, including upfront costs and prepayments, and excludes lease incentives and initial direct costs incurred.
−Removed: Our lease terms may include options to extend or terminate a lease when it is reasonably certain that we will exercise that option.
+Added: The Company’s lease terms may include options to extend or terminate a lease when it is reasonably certain that it will exercise that option.
Leases with an initial term of 12 months or less are not recorded on the balance sheet.
2 unchanged sentences
Beginning in 2019, lease and non-lease components are generally accounted for separately.
−Removed: For certain equipment leases, such as vehicles, we account for the lease and non-lease components as a single lease component.
+Added: For certain equipment leases, such as vehicles, the Company accounts for the lease and non-lease components as a single lease component.
Property, Plant and Equipment
11 unchanged sentences
The Company records impairment charges on long-lived assets held for sale when the carrying amount of those assets exceeds their fair value less appropriate selling costs.
−Removed: Fair value is based on amounts documented in sales contracts or letters of
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: intent accepted by the Company, amounts included in counteroffers initiated by the Company, or, in the absence of current contract negotiations, amounts determined using a sales comparison approach for real property and amounts determined using a cost approach for personal property.
−Removed: Under the sales comparison approach, sales and asking prices of reasonably comparable properties are considered to develop a range of unit prices within which the current real estate market is operating.
+Added: Fair value is based on amounts documented in sales contracts or letters of intent accepted by the Company, amounts included in counteroffers initiated by the Company, or, in the absence of current contract negotiations, amounts determined using a sales comparison approach for real property and amounts determined using a cost approach for personal property.
+Added: Under the sales comparison approach, sales and asking prices of reasonably comparable
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: properties are considered to develop a range of unit prices within which the current real estate market is operating.
Under the cost approach, a current cost to replace the asset new is calculated and then the estimated replacement cost is reduced to reflect the applicable decline in value resulting from physical deterioration, functional obsolescence and economic obsolescence.
16 unchanged sentences
Identifiable intangible assets with definite lives, such as customer relationships, non-compete agreements and trade names that the Company expects to use for a limited amount of time, are amortized over their estimated useful lives on a straight-line basis.
−Removed: The useful lives range from three to 20 years for trade names and non-compete agreements and 5 to 16 years for customer relationships.
+Added: The useful lives range from three to 20 years for non-compete agreements and trade names and three to 16 years for customer relationships.
Identified intangible assets with definite lives are tested for recoverability whenever events or changes in circumstances indicate that their carrying amount may not be recoverable.
−Removed: Management assessed if events or changes in circumstances indicated that the aggregate carrying amount of its identified intangible assets with definite lives might not be recoverable and determined that there were no impairment indicators during the fifty-two weeks ended December 29, 2019 and fifty-two weeks ended December 30, 2018 .
+Added: Management assessed if events or changes in circumstances indicated that the aggregate carrying amount of its identified intangible assets with definite lives might not be recoverable and determined that there were no impairment indicators during the year ended December 27, 2020 and year ended December 29, 2019.
Book Overdraft Balances
The majority of the Company’s disbursement bank accounts are zero balance accounts where cash needs are funded as checks are presented for payment by the holder.
−Removed: Checks issued pending clearance that result in overdraft balances for accounting purposes are classified as accounts payable and the change in the related balance is reflected in operating activities on the Consolidated and Combined Statements of Cash Flows.
+Added: Checks issued pending clearance that result in overdraft balances for accounting purposes are classified as accounts payable and the change in the related balance is reflected in operating activities on the Consolidated Statements of Cash Flows.
Litigation and Contingent Liabilities
9 unchanged sentences
Certain categories of claim liabilities are actuarially determined.
−Removed: The assumptions used to arrive at periodic expenses are reviewed
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: regularly by management.
+Added: The assumptions used to arrive at periodic expenses are reviewed regularly by management.
However, actual expenses could differ from these estimates and could result in adjustments to be recognized.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Asset Retirement Obligations
8 unchanged sentences
740-10-30-27 in the Expenses-Income Taxes topic with regard to members of a group that file a consolidated tax return but issue separate financial statements.
−Removed: The Company files its own U.S.
−Removed: federal tax return, but it is included in certain state unitary returns with JBS USA Food Company Holdings (“JBS USA Holdings”).
+Added: The Company files its U.S.
+Added: federal tax return and certain state unitary returns with JBS USA Food Company Holdings (“JBS USA Holdings”).
The income tax expense of the Company is computed using the separate return method.
18 unchanged sentences
See “Note 12.
−Removed: Income Taxes” to the Consolidated and Combined Financial Statements.
+Added: Income Taxes” to the Consolidated Financial Statements.
Pension and Other Postemployment Benefits
5 unchanged sentences
Derivative Financial Instruments
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: The Company uses derivative financial instruments (e.g., futures, forwards and options) for the purpose of mitigating exposure to changes in commodity prices and foreign currency exchange rates.
+Added: The Company uses derivative financial instruments (e.g., futures, forwards options and swaps) for the purpose of mitigating exposure to changes in commodity prices, foreign currency exchange rates and interest rates.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
• Commodity Price Risk - The Company utilizes various raw materials, which are all considered commodities, in its operations, including corn, soybean meal, soybean oil, wheat, natural gas, electricity and diesel fuel.
4 unchanged sentences
• Foreign Currency Risk - The Company has foreign operations and, therefore, has exposure to foreign exchange risk when the financial results of those operations are translated to US dollars.
−Removed: The Company will occasionally purchase derivative financial instruments such as foreign currency forward contracts in an attempt to mitigate currency exchange rate exposure related to the net assets of its Mexico operations that are denominated in Mexican pesos.
−Removed: The Company’s Moy Park operation also attempts to mitigate foreign currency exposure on certain euro- and U.S.
−Removed: dollar-denominated transactions through the use of derivative financial instruments.
+Added: The Company will occasionally purchase derivative financial instruments such as foreign currency forward contracts in an attempt to mitigate currency exchange rate exposure related to the net assets of its Mexico reportable segment that are denominated in Mexican pesos.
+Added: The Company’s U.K.
+Added: and Europe reportable segment also attempts to mitigate foreign currency exposure on certain transactions denominated in foreign currencies through the use of derivative financial instruments.
+Added: • Interest Rate Risk - The Company has exposure to variability in cash flows from interest payments due to the use of variable interest rates on certain long-term debt arrangements.
+Added: The Company has purchased an interest rate swap contract to convert the variable interest rate to a fixed interest rate on a portion of its outstanding long-term debt arrangements in order to manage this interest rate risk and add stability to interest expense and cash flows.
Pilgrim’s recognizes all commodity derivative instruments that qualify for derivative accounting treatment as either assets or liabilities and measures those instruments at fair value unless they qualify for, and we elect, the normal purchases and normal sales scope exception (“NPNS”).
7 unchanged sentences
NPNS contracts are accounted for using the accrual method of accounting;
−Removed: therefore, there were no amounts recorded in the Consolidated and Combined Financial Statements at December 29, 2019 and December 30, 2018 .
+Added: therefore, there were no amounts recorded in the Consolidated Financial Statements at December 27, 2020 and December 29, 2019.
Undesignated contracts may include contracts not designated as a hedge or for which the NPNS exception was not elected, contracts that do not qualify for hedge accounting and derivatives that do not or no longer qualify for the NPNS scope exception.
The fair value of these derivatives is recognized in the Consolidated Balance Sheets within Prepaid expenses and other current assets or Accrued expenses and other current liabilities .
−Removed: Changes in fair value of these derivatives are recognized immediately in the Consolidated and Combined Statements of Income within Net sales , Cost of sales or Selling, general and administrative expense , depending on the risk they are intended to mitigate.
+Added: Changes in fair value of these derivatives are recognized immediately in the Consolidated Statements of Income within Net sales , Cost of sales or Selling, general and administrative expense , depending on the risk they are intended to mitigate.
While management believes these instruments help mitigate various market risks, they are not designated nor accounted for as hedges as a result of the extensive record keeping requirements.
11 unchanged sentences
Recent Accounting Pronouncements Adopted in 2020
−Removed: In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842) , along with several updates, which, in an effort to increase transparency and comparability among organizations utilizing leasing, requires an entity that is a lessee to recognize the assets and liabilities arising from operating leases on the balance sheet.
+Added: In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326):
+Added: Measurement of Credit Losses on Financial Instruments , which, in an effort to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments, replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.
+Added: The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance sheet credit
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: exposures, reinsurance receivables and any other financial assets not excluded from the scope that have the contractual right to receive cash.
+Added: The adoption of this guidance did not have a material impact on our financial statements.
+Added: In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820):
+Added: Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement , new accounting guidance to improve the effectiveness of disclosures related to fair value measurements.
+Added: The new guidance removes certain disclosure requirements related to transfers between Level 1 and Level 2 of the fair value hierarchy along with the policy for timing of transfers between levels and the valuation processes for Level 3 fair value measurements.
+Added: Additions to the disclosure requirements include more quantitative information related to significant unobservable inputs used in Level 3 fair value measurements and gains and losses included in other comprehensive income.
+Added: The adoption of this guidance did not have a material impact on our financial statements.
+Added: In August 2018, the FASB issued ASU 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20):
+Added: Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans , new accounting guidance to improve the effectiveness of disclosures related to defined benefit plans by eliminating certain required disclosures, clarifying existing disclosures, and adding new disclosures.
+Added: Changes include removing disclosures related to the amounts in accumulated other comprehensive income expected to be recognized in the next fiscal year, adding narrative disclosure of the reasons for significant gains and losses related to changes in the defined benefit obligation, and clarifying the disclosures required for plans with projected and accumulated benefit obligations in excess of plan assets.
+Added: The adoption of this guidance did not have a material impact on our financial statements.
+Added: Recent Accounting Pronouncements Adopted in 2019
+Added: In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , along with several updates, which, in an effort to increase transparency and comparability among organizations utilizing leasing, requires an entity that is a lessee to recognize the assets and liabilities arising from operating leases on the balance sheet.
This guidance also requires disclosures about the amount, timing and uncertainty of cash flows arising from leases.
3 unchanged sentences
The Company also elected the practical expedient allowing use of hindsight in assessing the lease term.
−Removed: We made an accounting policy election to not apply the new guidance to leases with a term of 12 months or less and will recognize those
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: payments in the Consolidated Statement of Income on a straight-line basis over the lease term.
+Added: We made an accounting policy election to not apply the new guidance to leases with a term of 12 months or less and will recognize those payments in the Consolidated Statement of Income on a straight-line basis over the lease term.
We implemented a system solution for administering our leases and facilitating compliance with the new guidance.
21 unchanged sentences
The accounting standard update more closely aligns the accounting for employee and non-employee share based payments.
−Removed: The accounting standards update is effective as of the beginning of our 2019 calendar year with early adoption permitted.
+Added: The accounting standards update is effective as of the beginning of our 2019 calendar year with early adoption
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
We adopted this standard as of December 31, 2018.
1 unchanged sentence
Recent Accounting Pronouncements Adopted in 2018
−Removed: In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) , which provides for a single five-step model to be applied to all revenue contracts with customers.
+Added: In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , which provides for a single five-step model to be applied to all revenue contracts with customers.
The new standard also requires additional financial statement disclosures that will enable users to understand the nature, amount, timing and uncertainty of revenue and cash flows relating to customer contracts.
Companies have an option to use either a retrospective approach or cumulative effect adjustment approach to implement the standard.
−Removed: We adopted this standard as of January 1, 2018, the beginning of our 2018 fiscal year, using the cumulative effect adjustment, often referred to as modified retrospective approach.
+Added: We adopted this as of January 1, 2018, the beginning of our 2018 fiscal year, using the cumulative effect adjustment, often referred to as modified retrospective approach.
Under this method, we did not restate the prior financial statements presented, and would record any adjustments in the opening balance sheet for January 2018.
7 unchanged sentences
Recent Accounting Pronouncements Not Yet Adopted as of December 27, 2020
−Removed: In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326):
−Removed: Measurement of Credit Losses on Financial Instruments , which, in an effort to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments, replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.
−Removed: The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance sheet credit exposures, reinsurance receivables and any other financial assets not excluded from the scope that have the contractual right to receive cash.
−Removed: We will adopt the provisions of the new guidance effective December 30, 2019, the beginning of our 2020 fiscal year.
−Removed: We do not expect the impact of the new guidance on our financial statements to be material.
−Removed: In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820):
−Removed: Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement , new accounting guidance to improve the effectiveness of disclosures
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: related to fair value measurements.
−Removed: The new guidance removes certain disclosure requirements related to transfers between Level 1 and Level 2 of the fair value hierarchy along with the policy for timing of transfers between levels and the valuation processes for Level 3 fair value measurements.
−Removed: Additions to the disclosure requirements include more quantitative information related to significant unobservable inputs used in Level 3 fair value measurements and gains and losses included in other comprehensive income.
−Removed: We will adopt the provisions of the new guidance effective December 30, 2019, the beginning of our 2020 fiscal year.
−Removed: We do not expect the impact of the new guidance on our financial statements to be material.
−Removed: In August 2018, the FASB issued ASU 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20):
−Removed: Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans , new accounting guidance to improve the effectiveness of disclosures related to defined benefit plans by eliminating certain required disclosures, clarifying existing disclosures, and adding new disclosures.
−Removed: Changes include removing disclosures related to the amounts in accumulated other comprehensive income expected to be recognized in the next fiscal year, adding narrative disclosure of the reasons for significant gains and losses related to changes in the defined benefit obligation, and clarifying the disclosures required for plans with projected and accumulated benefit obligations in excess of plan assets.
−Removed: We will adopt the provisions of the new guidance effective December 30, 2019, the beginning of our 2020 fiscal year.
−Removed: We do not expect the impact of the new guidance on our financial statements to be material.
In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes , which is intended to improve consistency and simplify several areas of existing guidance.
3 unchanged sentences
We are currently evaluating the effect that the ASU 2019-12 will have on our consolidated financial statements.
+Added: In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848):
+Added: Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional expedients and exceptions to the application of current GAAP to existing contracts, hedging relationships and other transactions affected by reference rate reform.
+Added: The new guidance will ease the transition to new reference rates by allowing entities to update contracts and hedging relationships without applying many of the contract modification requirements specific to those contracts.
+Added: The provisions of the new guidance will be effective beginning March 12, 2020, extending through December 31, 2022 with the option to apply the guidance at any point during that time period.
+Added: Once an entity elects an expedient or exception it must be applied to all eligible contracts or transactions.
+Added: We currently have hedging transactions and debt agreements that reference LIBOR and will apply the new guidance as these contracts are modified to reference other rates.
BUSINESS ACQUISITIONS
−Removed: On October 15, 2019, the Company acquired 100 % of the equity of Tulip from Danish Crown AmbA for £ 310.0 million , or $ 391.5 million , subject to customary working capital adjustments.
+Added: Tulip Limited
+Added: On October 15, 2019, the Company acquired 100 % of the equity of Tulip Limited and its subsidiaries (together “Tulip”) from Danish Crown AmbA for £ 311.3 million, or $ 393.3 million, subject to customary working capital adjustments.
The acquisition was funded with cash on hand.
−Removed: Tulip, a leading, integrated prepared pork supplier, is headquartered in Warwick, U.K., operates 14 fresh and value-added facilities in that country and employs approximately 5,400 people as of December 29, 2019 .
+Added: Tulip, which has subsequently changed its name to Pilgrim’s Pride Ltd.
+Added: (“PPL”), is a leading, integrated prepared pork supplier headquartered in Warwick, U.K.
The acquisition solidifies Pilgrim's as a leading European food company, creating one of the largest integrated prepared foods businesses in the U.K.
−Removed: The Tulip operations are included in the Company’s U.K.
+Added: The PPL operations are included in the Company’s U.K.
and Europe reportable segment.
Transaction costs incurred in conjunction with the acquisition were approximately $ 1.4 million.
−Removed: These costs were expensed as incurred.
−Removed: The results of operations of the acquired business since October 15, 2019 are included in the Company’s Consolidated and Combined Statements of Income.
−Removed: Net sales generated and net loss incurred by the acquired business during 2019 totaled $ 306.7 million and $ 2.7 million , respectively.
−Removed: The assets acquired and liabilities assumed in the Tulip acquisition were measured at their fair values as of October 15, 2019 as set forth below.
−Removed: The excess of the fair values of the net tangible assets and identifiable intangible assets over the purchase price was recorded as gain on bargain purchase in the Company’s U.K.
+Added: These costs were expensed as incurred and are reflected within Selling, general and administrative expense in the Company’s Consolidated Statements of Income.
+Added: The results of operations of the acquired business since October 15, 2019 are included in the Company’s Consolidated Statements of Income.
+Added: Net sales and net income generated by the acquired business during 2020 totaled $ 1.4 billion and $ 9.6 million, respectively.
+Added: The assets acquired and liabilities assumed in the acquisition were measured at their fair values as of October 15, 2019 as set forth below.
+Added: The excess of the fair values of the net tangible assets and identifiable intangible assets over the purchase
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: price was recorded as gain on bargain purchase in the Company’s U.K.
and Europe reportable segment.
The fair values recorded were determined based upon various external and internal valuations.
−Removed: The preliminary fair values recorded were determined based upon a preliminary valuation.
−Removed: The estimates and assumptions used in such valuation are subject to change, which could be significant, within the measurement period (up to one year from the acquisition date).
−Removed: The primary areas of acquisition accounting that are not yet finalized relate to the preliminary nature of the valuation of property, plant and equipment, intangible assets and residual gain on bargain purchase as well as calculation of final working capital adjustments.
−Removed: We continue to review inputs and assumptions used in the preliminary valuations.
−Removed: The fair values recorded for the assets acquired and liabilities assumed for Tulip are as follows (in thousands):
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
+Added: The fair values recorded for the assets acquired and liabilities assumed for PPL are as follows (in thousands):
+Added: The fair values recorded for the assets acquired and liabilities assumed for PPL are as follows (in thousands):
Cash and cash equivalents $ 6,854
Trade accounts and other receivables 146,423
+Added: Inventories 104,211
Prepaid expenses and other current assets 6,579
2 unchanged sentences
Identified intangible assets 40,418
+Added: Other assets 14,647
Total assets acquired 654,456
9 unchanged sentences
Total consideration transferred $ 393,288
−Removed: The Company performed a valuation of the assets and liabilities of Tulip as of October 15, 2019.
+Added: The Company performed a valuation of the assets and liabilities of PPL as of October 15, 2019.
Significant assumptions used in the valuation and the bases for their determination are summarized as follows:
1 unchanged sentence
Property, plant and equipment at fair value gave consideration to the highest and best use of the assets.
−Removed: The valuation of the Company's real property improvements and the majority of its personal property was based on the cost approach.
−Removed: The valuation of the Company's land, as if vacant, and certain personal property assets was based on the market or sales comparison approach.
+Added: The valuation of PPL’s real property improvements and the majority of its personal property was based on the cost approach.
+Added: The valuation of PPL’s land, as if vacant, and certain personal property assets was based on the market or sales comparison approach.
Customer relationships .
−Removed: The Company valued Tulip customer relationships using the income approach, specifically the multi-period excess earnings model.
+Added: The Company valued PPL customer relationships using the income approach, specifically the multi-period excess earnings model.
Under this model, the fair value of the customer relationships asset was determined by estimating the net cash inflows from the relationships discounted to present value.
−Removed: In estimating the fair value of the customer relationships, net sales related to existing Tulip customers were estimated to grow at a rate of 2.0 % annually, but we also anticipate losing existing Tulip customers at an attrition rate of 10.0 % .
−Removed: Income taxes were estimated at 18.0 % of pre-tax income in 2020 and 17.0 % of pre-tax income thereafter and net cash flows attributable to our existing customers were discounted using a rate of 22.0 % .
+Added: In estimating the fair value of the customer relationships, net sales related to existing PPL customers were estimated to grow at a rate of 2.0 % annually, but the Company also anticipates losing existing PPL customers at an attrition rate of 10.0 %.
+Added: Income taxes were estimated at 18.0 % of pre-tax income in 2020 and 17.0 % of pre-tax income thereafter and net cash flows attributable to PPL’s existing customers were discounted using a rate of 22.0 %.
The resulting customer relationships intangible asset has a fair value of $ 40.4 million and a useful life of 11 years.
−Removed: Goodwill and Intangible Assets” for additional information regarding the goodwill and intangible assets recognized by the Company in the Tulip acquisition.
−Removed: On September 8, 2017, the Company purchased 100 % of the issued and outstanding shares of Moy Park from JBS S.A.
−Removed: for cash of $ 301.3 million and a note payable to the seller in the amount of £ 562.5 million .
−Removed: Moy Park is one of the top-ten food companies in the U.K., Northern Ireland's largest private sector business and one of Europe's leading poultry producers.
−Removed: With four fresh processing plants, ten prepared foods cook plants, three feed mills, six hatcheries and one rendering facility in Northern Ireland, England, France, and the Netherlands, Moy Park processes 6.1 million birds per seven-day work week, in addition to producing around 462.0 million pounds of prepared foods per year.
−Removed: Its product portfolio comprises fresh and added-value poultry, ready-to-eat meals, breaded and multi-protein frozen foods, vegetarian foods and desserts, supplied to major food retailers and restaurant chains in Europe (including the U.K.).
−Removed: Moy Park has approximately 10,200 employees as of December 29, 2019 .
−Removed: The Moy Park operations are included in our U.K.
−Removed: and Europe reportable segment.
−Removed: The acquisition was treated as a common-control transaction under U.S.
−Removed: A common-control transaction is a transfer of net assets or an exchange of equity interests between entities under the control of the same parent.
−Removed: The accounting and reporting for a transaction between entities under common control is not to be considered a business combination under U.S.
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: there is no change in control over the net assets from the parent’s perspective, there is no change in basis in the assets or liabilities.
−Removed: Therefore, Pilgrim's, as the receiving entity, recognized the assets and liabilities received at their historical carrying amounts, as reflected in the parent’s financial statements.
−Removed: The difference between the proceeds transferred and the carrying amounts of the net assets on the date of the acquisition is recognized in equity.
−Removed: Transaction costs incurred in conjunction with the acquisition were approximately $ 19.9 million .
−Removed: These costs were expensed as incurred.
−Removed: Beginning September 8, 2017, the results of operations and financial position of Moy Park have been included in the consolidated results of operations and financial position of the Company.
−Removed: The results of operations and financial position of Moy Park have been combined with the results of operations and financial position of Pilgrim's from September 30, 2015, the common control date, through September 7, 2017.
−Removed: Net sales and net income generated by the acquired business during 2019 totaled $ 2.1 billion and $ 70.7 million , respectively.
−Removed: Net sales and net income generated by the acquired business during 2018 totaled $ 2.1 billion and $ 52.1 million , respectively.
−Removed: In January 6, 2017, the Company acquired 100 % of the membership interests of JFC LLC and its subsidiaries (together, “GNP”) from Maschhoff Family Foods, LLC for $ 350.0 million , subject to customary working capital adjustments.
−Removed: The purchase was funded through cash on hand and borrowings under the U.S.
−Removed: Credit Facility.
−Removed: GNP is a vertically integrated poultry business located in Minnesota and Wisconsin.
−Removed: The acquired business has a production capacity of 2.1 million birds per five-day work week in its two plants and employed approximately 1,700 people as of December 29, 2019 .
−Removed: The GNP operations are included in our U.S.
−Removed: reportable segment.
−Removed: The following table summarizes the consideration paid for GNP (in thousands):
−Removed: Negotiated sales price
−Removed: Working capital adjustment
−Removed: Preliminary purchase price
−Removed: Transaction costs incurred in conjunction with the purchase were approximately $ 0.6 million .
−Removed: These costs were expensed as incurred.
−Removed: The results of operations of the acquired business since January 6, 2017 are included in the Company’s Consolidated and Combined Statements of Income.
−Removed: Net sales and net income generated by the acquired business during 2019 totaled $ 422.1 million and $ 39.5 million , respectively.
−Removed: Net sales generated and net loss incurred by the acquired business during 2018 totaled $ 398.4 million and $ 1.4 million , respectively.
−Removed: The assets acquired and liabilities assumed in the GNP acquisition were measured at their fair values as of January 6, 2017 as set forth below.
−Removed: The excess of the purchase price over the fair values of the net tangible assets and identifiable intangible assets was recorded as goodwill.
−Removed: The factors contributing to the recognition of the amount of goodwill are based on several strategic and synergistic benefits that are expected to be realized from the acquisition as well the assembled workforce.
−Removed: These benefits include (1) complementary product offerings, (2) an enhanced footprint in the U.S., (3) shared knowledge of innovative technologies such as gas stunning, aeroscalding and automated deboning, (4) enhanced position in the fast-growing antibiotic-free and certified organic chicken segments due to the addition of GNP’s portfolio of Just BARE® Certified Organic and Natural/American Humane CertifiedTM/No-Antibiotics-Ever product lines and (5) attractive cost-reduction synergy opportunities and value creation.
−Removed: The Company has tax basis in the goodwill, and therefore, the goodwill is deductible for tax purposes.
−Removed: The fair values recorded were determined based upon various external and internal valuations.
−Removed: The fair values recorded for the assets acquired and liabilities assumed for GNP are as follows (in thousands):
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: Cash and cash equivalents
−Removed: Trade accounts and other receivables
−Removed: Prepaid expenses and other current assets
−Removed: Property, plant and equipment
−Removed: Identifiable intangible assets
−Removed: Other long-lived assets
−Removed: Total assets acquired
−Removed: Accounts payable
−Removed: Other current liabilities
−Removed: Other long-term liabilities
−Removed: Total liabilities assumed
−Removed: Total identifiable net assets
−Removed: Total net assets
−Removed: The Company recognized certain identifiable intangible assets as of January 6, 2017 due to this acquisition.
−Removed: The following table presents the fair values and useful lives, where applicable, of these assets:
−Removed: (In thousands)
−Removed: Customer relationships
−Removed: Non-compete agreement
−Removed: Total fair value
−Removed: Weighted average useful life
−Removed: The Company performed a valuation of the assets and liabilities of GNP as of January 6, 2017.
−Removed: Significant assumptions used in the valuation and the bases for their determination are summarized as follows:
−Removed: Property, plant and equipment, net .
−Removed: Property, plant and equipment at fair value gave consideration to the highest and best use of the assets.
−Removed: The valuation of the Company's real property improvements and the majority of its personal property was based on the cost approach.
−Removed: The valuation of the Company's land, as if vacant, and certain personal property assets was based on the market or sales comparison approach.
−Removed: Trade names .
−Removed: The Company valued two trade names using the income approach, specifically the relief from royalty method.
−Removed: Under this method, the asset value of each trade name was determined by estimating the hypothetical royalties that would have to be paid if it was not owned.
−Removed: Royalty rates were selected based on consideration of several factors, including (1) prior transactions involving GNP trade names, (2) incomes derived from license agreements on comparable trade names within the food industry and (3) the relative profitability and perceived contribution of each trade name.
−Removed: The royalty rate used in the determination of the fair values of the two trade names was 2.0 % of expected net sales related to the respective trade names.
−Removed: In estimating the fair value of the trade names, net sales related to the respective trade names were estimated to grow at a rate of 2.5 % .
−Removed: Income taxes were estimated at 39.3 % of pre-tax income, a tax amortization benefit factor was estimated at 1.2098 and the hypothetical savings generated by avoiding royalty costs were discounted using a rate of 13.8 % .
−Removed: Customer relationships .
−Removed: The Company valued GNP customer relationships using the income approach, specifically the multi-period excess earnings model.
−Removed: Under this model, the fair value of the customer relationships asset was determined by estimating the net cash inflows from the relationships discounted to present value.
−Removed: In estimating the fair value of the customer relationships, net sales related to existing GNP customers were estimated to grow at a rate of 2.5 % annually, but we also anticipate losing existing GNP customers at an attrition rate of 4.0 % .
−Removed: Income taxes were estimated at 39.3 % of pre-tax income, a tax amortization benefit factor was estimated at 1.2098 and net cash flows attributable to our existing customers were discounted using a rate of 13.8 % .
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: Goodwill and Intangible Assets” for additional information regarding the goodwill and intangible assets recognized by the Company in the GNP acquisition.
−Removed: Unaudited Pro Forma Financial Information
−Removed: The following unaudited pro forma information presents the combined financial results for the Company, Tulip, Moy Park and GNP as if the acquisitions had been completed at the beginning of 2017 .
+Added: Goodwill and Intangible Assets” for additional information regarding the goodwill and intangible assets recognized by the Company in the acquisition.
+Added: The following unaudited pro forma information presents the combined financial results for the Company and PPL as if the acquisition had been completed at the beginning of 2018:
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: 2020 2019 2018
(In thousands, except per share amounts)
+Added: Net sales $ 12,091,901 $ 12,462,566 $ 12,342,474
Net income attributable to Pilgrim's Pride Corporation 97,038 344,869 189,152
3 unchanged sentences
Pro forma adjustments exclude cost savings from any synergies resulting from the acquisitions.
−Removed: FAIR VALUE MEASUREMENTS
−Removed: Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.
−Removed: Assets and liabilities measured at fair value must be categorized into one of three different levels depending on the assumptions (i.e., inputs) used in the valuation:
−Removed: Unadjusted quoted prices in active markets for identical assets or liabilities;
−Removed: Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability;
−Removed: Unobservable inputs, such as discounted cash flow models or valuations.
−Removed: The valuation of financial assets and liabilities classified in Level 1 is determined using a market approach, taking into account current interest rates, creditworthiness, and liquidity risks in relation to current market conditions, and is based upon unadjusted quoted prices for identical assets in active markets.
−Removed: The valuation of financial assets and liabilities in Level 2 is determined using a market approach based upon quoted prices for similar assets and liabilities in active markets or other inputs that are observable for substantially the full term of the financial instrument.
−Removed: The valuation of financial assets in Level 3 is determined using an income approach based on unobservable inputs such as discounted cash flow models or valuations.
−Removed: For each class of assets and liabilities not measured at fair value in the Consolidated Balance Sheets but for which fair value is disclosed, the Company is not required to provide the quantitative disclosure about significant unobservable inputs used in fair value measurements categorized within Level 3 of the fair value hierarchy.
−Removed: In addition to the fair value disclosure requirements related to financial instruments carried at fair value, accounting standards require interim disclosures regarding the fair value of all of the Company’s financial instruments.
−Removed: The methods and significant assumptions used to estimate the fair value of financial instruments and any changes in methods or significant assumptions from prior periods are also required to be disclosed.
−Removed: The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement in its entirety.
−Removed: As of December 29, 2019 and December 30, 2018 , the Company held derivative assets and liabilities that were required to be measured at fair value on a recurring basis.
−Removed: Derivative assets and liabilities consist of long and short positions on exchange-traded commodity futures instruments and foreign currency forward contracts to manage translation and remeasurement risk.
−Removed: The following items were measured at fair value on a recurring basis:
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: December 29, 2019
+Added: FAMPAT/Plan Pro
+Added: On April 1, 2020, Avícola Pilgrim's Pride de Mexico S.A.
+Added: acquired 100 % of the equity of FAMPAT S.A.
+Added: and Plan Pro Restaurantes S.A.
+Added: (together, “FAMPAT/Plan Pro”) for an aggregate purchase price of 70.4 million Mexican pesos, or $ 3.0 million.
+Added: The acquisition was funded with cash on hand.
+Added: Transaction costs were immaterial;
+Added: these costs were expensed as incurred and are reflected within Selling, general and administrative expense in the Company’s Consolidated Statements of Income.
+Added: The acquired operations produce value-added products such as taquitos, enchiladas and pizza, bringing additional breadth and diversity to the Company's product portfolio.
+Added: T he results of operations and financial position of FAMPAT/Plan Pro have been included in the consolidated results of operations and financial position of the Company from the date of acquisition.
+Added: The FAMPAT/Plan Pro operations are included in the Company’s Mexico reportable segment.
+Added: The allocation of the purchase price reflects fair value using Level 3 unobservable inputs and resulted in a fair value of goodwill of $ 2.2 million at the acquisition date, which is not deductible for income tax purposes.
+Added: The values recorded were determined based on a valuation using management’s estimates and assumptions.
+Added: REVENUE RECOGNITION
+Added: The vast majority of the Company's revenue is derived from contracts which are based upon a customer ordering its products.
+Added: General” for more information regarding the Company’s policies for revenue recognition.
+Added: Disaggregated Revenue
+Added: Revenue has been disaggregated into the following categories to show how economic factors affect the nature, amount, timing and uncertainty of revenue and cash flows:
+Added: Year Ended December 27, 2020
+Added: Domestic Export Net Sales
(In thousands)
−Removed: Fair value assets:
−Removed: Commodity futures instruments
−Removed: Commodity options instruments
−Removed: Foreign currency instruments
−Removed: Fair value liabilities:
−Removed: Commodity futures instruments
−Removed: Commodity options instruments
−Removed: Foreign currency instruments
−Removed: December 30, 2018
+Added: $ 7,189,539 $ 306,478 $ 7,496,017
+Added: and Europe 2,976,878 297,414 3,274,292
+Added: Mexico 1,321,592 — 1,321,592
+Added: Net sales $ 11,488,009 $ 603,892 $ 12,091,901
+Added: Year Ended December 29, 2019
+Added: Domestic Export Net Sales
(In thousands)
−Removed: Fair value assets:
−Removed: Commodity futures instruments
−Removed: Commodity options instruments
−Removed: Foreign currency instruments
−Removed: Fair value liabilities:
−Removed: Commodity futures instruments
−Removed: Commodity option instruments
−Removed: Foreign currency instruments
−Removed: Derivative Financial Instruments” for additional information.
−Removed: The carrying amounts and estimated fair values of our fixed-rate debt obligation recorded in the Consolidated Balance Sheets consisted of the following:
−Removed: December 29, 2019
−Removed: December 30, 2018
+Added: $ 7,353,925 $ 282,791 $ 7,636,716
+Added: and Europe 2,105,578 278,215 2,383,793
+Added: Mexico 1,388,710 — 1,388,710
+Added: Net sales $ 10,848,213 $ 561,006 $ 11,409,219
+Added: Shipping and Handling Costs
+Added: General” for more information regarding shipping and handling costs.
+Added: Contract Costs
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: The Company can incur incremental costs to obtain or fulfill a contract such as broker expenses that are not expected to be recovered.
+Added: The amortization period for such expenses is less than one year;
+Added: therefore, the costs are expensed as incurred.
+Added: There is no change in accounting for taxes due to the adoption of the new revenue standard, as there is no material change to the timing of revenue recognition.
+Added: The Company excludes all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the entity from a customer (for example, sales, use, value added and some excise taxes) from the transaction price.
+Added: Contract Balances
+Added: The Company receives payment from customers based on terms established with the customer.
+Added: Payments are typically due within two weeks of delivery.
+Added: There are rarely contract assets related to costs incurred to perform in advance of scheduled billings.
+Added: Revenue contract liabilities relate to payments received in advance of satisfying the performance under the customer contract.
+Added: The revenue contract liability relates to customer prepayments and the advanced consideration received from governmental agency contracts for which performance obligations to the end customer have not been satisfied.
+Added: Changes in the revenue contract liability balances for the years ended December 27, 2020 and December 29, 2019 were as follows:
+Added: December 27, 2020 December 29, 2019
(In thousands)
−Removed: Fixed-rate senior notes payable at 5.75%, at Level 1 inputs
−Removed: Fixed-rate senior notes payable at 5.875%, at Level 1 inputs
−Removed: Secured loans, at Level 3 inputs
−Removed: See “Note 12.
−Removed: Long-Term Debt and Other Borrowing Arrangements” for additional information.
−Removed: The carrying amounts of our cash and cash equivalents, derivative trading accounts' margin cash, restricted cash and cash equivalents, accounts receivable, accounts payable and certain other liabilities approximate their fair values due to their relatively short maturities.
−Removed: Derivative assets were recorded at fair value based on quoted market prices and are included in the line item Prepaid expenses and other current assets on the Consolidated Balance Sheets.
−Removed: Derivative liabilities were recorded at fair value based on quoted market prices and are included in the line item Accrued expenses and other current liabilities on the Consolidated Balance Sheets.
−Removed: The fair values of the Company’s Level 1 fixed-rate debt obligation was based on the quoted market price at December 29, 2019 or December 30, 2018 , as applicable.
−Removed: The fair values of the Company’s Level 3 fixed-rate debt obligation was based on discounted cash flows at December 29, 2019 or December 30, 2018 , as applicable.
−Removed: In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company records certain assets and liabilities at fair value on a nonrecurring basis.
−Removed: Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges when required by U.S.
−Removed: There were no significant fair value measurement losses recognized for such assets and liabilities in the periods reported.
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
+Added: Balance, beginning of year $ 41,770 $ 33,328
+Added: Revenue recognized ( 32,816 ) ( 57,074 )
+Added: Cash received, excluding amounts recognized as revenue during the period 56,964 65,516
+Added: Balance, end of year $ 65,918 $ 41,770
+Added: Accounts Receivable
+Added: General” for more information regarding the Company’s policies for accounts receivable.
+Added: The Company is party to operating lease agreements for warehouses, office space, vehicle maintenance facilities and livestock growing farms in the U.S., distribution centers, hatcheries and office space in Mexico and farms, processing facilities and office space in the U.K.
+Added: Additionally, the Company leases equipment, over-the-road transportation vehicles and other assets in all three reportable segments.
+Added: The Company is also party to a limited number of finance lease agreements in the U.S.
+Added: The Company’s leases have remaining lease terms of one year to 15 years, some of which may include options to extend the lease for up to one year and some of which may include options to terminate the lease within one year .
+Added: The exercise of options to extend lease terms is at the Company’s sole discretion.
+Added: Certain leases also include options to purchase the leased property.
+Added: Certain lease agreements include rental payment increases over the lease term that can be either fixed or variable.
+Added: Fixed payment increases and variable payment increases based on an index or rate are included in the initial lease liability using the index or rate at commencement date.
+Added: Variable payment increases not based on an index are recognized as incurred.
+Added: Certain lease agreements contain residual value guarantees, primarily vehicle and transportation equipment leases.
+Added: The following table presents components of lease expense (in thousands).
+Added: Operating lease cost, finance lease amortization and finance lease interest are respectively included in Cost of sales, Selling, general and administrative expense and Interest expense, net of capitalized interest in the Consolidated Statements of Income.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: December 27, 2020 December 29, 2019
+Added: Operating lease cost (a)
+Added: $ 90,887 $ 99,242
+Added: Amortization of finance lease assets 436 167
+Added: Interest on finance leases 99 32
+Added: Short-term lease cost 64,410 59,225
+Added: Variable lease cost 3,839 3,031
+Added: Net lease cost $ 159,671 $ 161,697
+Added: (a) Sublease income is immaterial and not included in operating lease costs.
+Added: The weighted-average remaining lease term and discount rate for lease liabilities included in our Consolidated Balance Sheets are as follows:
+Added: December 27, 2020 December 29, 2019
+Added: Weighted-average remaining lease term (years):
+Added: Operating leases 5.44 5.77
+Added: Finance leases 3.69 4.54
+Added: Weighted-average discount rate:
+Added: Operating leases 4.53 % 4.80 %
+Added: Finance leases 5.08 % 5.21 %
+Added: Supplemental cash flow information related to leases is as follows (in thousands):
+Added: December 27, 2020 December 29, 2019
+Added: Cash paid for amounts included in the measurement of lease liabilities:
+Added: Operating cash flows from operating leases $ 91,254 $ 100,473
+Added: Operating cash flow from finance leases 99 32
+Added: Financing cash flows from finance leases 486 167
+Added: Operating lease assets obtained in exchange for operating lease liabilities $ 60,776 $ 34,648
+Added: Finance lease assets obtained in exchange for finance lease liabilities — 2,182
+Added: Future minimum lease payments under noncancelable leases as of December 27, 2020 are as follows (in thousands):
+Added: Operating Leases Finance Leases
+Added: For the fiscal years ending December:
+Added: 2021 $ 83,116 $ 494
+Added: 2022 68,373 494
+Added: 2023 56,235 494
+Added: 2024 42,328 347
+Added: 2025 29,261 —
+Added: Thereafter 46,890 —
+Added: Total future minimum lease payments 326,203 1,829
+Added: imputed interest ( 37,179 ) ( 165 )
+Added: Present value of lease liabilities $ 289,024 $ 1,664
+Added: Lease liabilities as of December 27, 2020 are included in our Consolidated Balance Sheets as follows (in thousands):
+Added: Operating Leases Finance Leases (a)
+Added: Accrued expenses and other current liabilities $ 71,592 $ —
+Added: Current maturities of long-term debt — 420
+Added: Noncurrent operating lease liability, less current maturities 217,432 —
+Added: Long-term debt, less current maturities — 1,244
+Added: Total lease liabilities $ 289,024 $ 1,664
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (a) Additional information regarding finance lease assets is included in “Note 10.
+Added: Property, Plant and Equipment.”
+Added: As of December 27, 2020, the Company had $ 1.7 million operating leases and no finance leases that have not yet commenced.
+Added: DERIVATIVE FINANCIAL INSTRUMENTS
+Added: The Company utilizes various raw materials in its operations, including corn, soybean meal, soybean oil, wheat, natural gas, electricity and diesel fuel, which are all considered commodities.
+Added: The Company considers these raw materials generally available from a number of different sources and believes it can obtain them to meet its requirements.
+Added: These commodities are subject to price fluctuations and related price risk due to factors beyond our control, such as economic and political conditions, supply and demand, weather, governmental regulation and other circumstances.
+Added: Generally, the Company purchases derivative financial instruments, specifically exchange-traded futures and options, in an attempt to mitigate price risk related to its anticipated consumption of commodity inputs for approximately the next twelve months.
+Added: The Company may purchase longer-term derivative financial instruments on particular commodities if deemed appropriate.
+Added: The Company has operations in Mexico, the U.K., France and the Netherlands.
+Added: Therefore, it has exposure to translational foreign exchange risk when the financial results of those operations are remeasured in U.S.
+Added: The Company has purchased foreign currency forward contracts to manage this translational foreign exchange risk.
+Added: The Company has exposure to variability in cash flows from interest payments due to the use of variable interest rates on certain long-term debt arrangements in the U.S.
+Added: reportable segment.
+Added: The Company has purchased an interest rate swap contract to convert the variable interest rate to a fixed interest rate on a portion of its outstanding long-term debt arrangements in order to manage this interest rate risk and add stability to interest expense and cash flows.
+Added: The fair value of derivative assets is included in the line item Prepaid expenses and other current assets on the Consolidated Balance Sheets while the fair value of derivative liabilities is included in the line item Accrued expenses and other current liabilities on the same statements.
+Added: The Company’s counterparties require that it post collateral for changes in the net fair value of the derivative contracts.
+Added: This cash collateral is reported in the line item Restricted cash and cash equivalents on the Consolidated Balance Sheets.
+Added: The Company has not designated certain derivative financial instruments that it has purchased to mitigate commodity purchase exposures in the U.S.
+Added: and Mexico or foreign currency transaction exposures on our Mexico operations as cash flow hedges.
+Added: Therefore, the Company recognized changes in the fair value of these derivative financial instruments immediately in earnings.
+Added: Gains or losses related to the commodity derivative financial instruments are included in the line item Cost of sales in the Consolidated Statements of Income.
+Added: Gains or losses related to the foreign currency derivative financial instruments are included in the line item Foreign currency transaction loss (gain) and Cost of sales in the Consolidated Statements of Income.
+Added: The Company has designated certain derivative financial instruments related to its U.K.
+Added: and Europe reportable segment that it has purchased to mitigate foreign currency transaction exposures as cash flow hedges.
+Added: Before the settlement date of the financial derivative instruments, the Company recognizes changes in the fair value of the effective portion of the cash flow hedge into accumulated other comprehensive income (“AOCI”) while it recognize changes in the fair value of the ineffective portion immediately in earnings.
+Added: When the derivative financial instruments associated with the effective portion are settled, the amount in AOCI is then reclassified to earnings.
+Added: Gains or losses related to these derivative financial instruments are included in the line item Net sales and Cost of sales in the Consolidated Statements of Income.
+Added: The Company has designated a derivative financial instrument related to its U.S.
+Added: reportable segment that it has purchased to mitigate variable interest rate exposures as a cash flow hedge.
+Added: The interest rate swap has monthly settlement dates.
+Added: Upon each settlement date, the Company recognizes changes in the fair value of the effective portion of the cash flow hedge into AOCI, while it recognizes changes in the ineffective portion immediately in earnings.
+Added: Upon settlement of the effective portion, the amount in AOCI is then reclassified to earnings.
+Added: Gains or losses related to the interest rate swap derivative financial instrument are included in the line item Interest expense, net of capitalized interest in the Consolidated Statements of Income.
+Added: The Company recognized $ 40.7 million in net gains during 2020 and $ 30.1 million and $ 27.1 million in net losses related to changes in the fair value of its derivative financial instruments during 2019 and 2018, respectively.
+Added: Information regarding the Company’s outstanding derivative instruments and cash collateral posted with brokers is included in the following table:
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: December 27, 2020 December 29, 2019
+Added: (Fair values in thousands)
+Added: Commodity derivative assets $ 24,059 $ 5,053
+Added: Commodity derivative liabilities ( 6,531 ) ( 5,430 )
+Added: Foreign currency derivative assets 2,204 426
+Added: Foreign currency derivative liabilities ( 428 ) ( 5,400 )
+Added: Interest rate swap derivative liabilities ( 640 ) —
+Added: Cash collateral posted with brokers (a)
+Added: Derivatives Coverage (b) :
+Added: Corn 16.0 % 12.0 %
+Added: Soybean meal 24.0 % 44.0 %
+Added: Period through which stated percent of needs are covered:
+Added: Corn December 2021 December 2020
+Added: Soybean meal December 2021 July 2020
+Added: (a) Collateral posted with brokers consists primarily of cash, short term treasury bills, or other cash equivalents.
+Added: (b) Derivatives coverage is the percent of anticipated commodity needs covered by outstanding derivative instruments through a specified date.
+Added: The following tables present the components of the gain or loss on derivatives that qualify as cash flow hedges (in thousands):
+Added: Gain (Loss) Recognized in Other Comprehensive Loss on Derivative
+Added: December 27, 2020 December 29, 2019 December 30, 2018
+Added: Foreign currency derivatives $ 4,514 $ ( 2,052 ) $ 829
+Added: Interest rate swap derivatives ( 850 ) — —
+Added: Total $ 3,664 $ ( 2,052 ) $ 829
+Added: Gain (Loss) Reclassified from AOCI into Income
+Added: December 27, 2020 December 29, 2019 December 30, 2018
+Added: Foreign currency derivatives $ 2,873 $ ( 383 ) $ ( 348 )
+Added: Interest rate swap derivatives ( 209 ) — —
+Added: Total $ 2,664 $ ( 383 ) $ ( 348 )
+Added: As of December 27, 2020, the pre-tax deferred net gains on derivatives recorded in AOCI that are expected to be reclassified to the Consolidated Statements of Income during the next twelve months are $ 0.7 million.
+Added: This expectation is based on the anticipated settlements on the hedged investments in foreign currencies that will occur over the next twelve months, at which time the Company will recognize the deferred gains to earnings.
+Added: At December 27, 2020, the pre-tax deferred net losses on interest rate swap derivatives recorded in AOCI that are expected to be reclassified to the Consolidated Statements of Income during the next twelve months are $ 0.5 million.
+Added: This expectation is based on the anticipated settlements on the hedged interest rate that will occur over the next twelve months, at which time the Company will recognize the deferred losses to earnings.
TRADE ACCOUNTS AND OTHER RECEIVABLES
Trade accounts and other receivables (including accounts receivable from related parties), less allowance for doubtful accounts, consisted of the following:
−Removed: December 29, 2019
−Removed: December 30, 2018
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: December 27, 2020 December 29, 2019
(In thousands)
6 unchanged sentences
Accounts receivable from related parties (a)
−Removed: Additional information regarding accounts receivable from related parties is included in “Note 19.
+Added: $ 1,084 $ 944
+Added: (a) Additional information regarding accounts receivable from related parties is included in “Note 18.
Related Party Transactions.”
1 unchanged sentence
(In thousands)
−Removed: Balance as of December 30, 2018
+Added: Balance, beginning of year $ ( 7,467 )
Provision charged to operating results ( 94 )
Account write-offs and recoveries 574
−Removed: Tulip acquisition
Effect of exchange rate ( 186 )
−Removed: Balance as of December 29, 2019
+Added: Balance, end of year $ ( 7,173 )
Inventories consisted of the following:
−Removed: December 29, 2019
−Removed: December 30, 2018
+Added: December 27, 2020 December 29, 2019
(In thousands)
7 unchanged sentences
Additionally, those securities identified by management at the time of purchase for funding operations in less than one year are classified as current.
−Removed: The following table summarizes our investments in available-for-sale securities:
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: December 29, 2019
−Removed: December 30, 2018
+Added: The following table summarizes our investments in available-for-sale securities accounted for as cash equivalents:
+Added: December 27, 2020 December 29, 2019
(In thousands)
−Removed: Cash equivalents:
Fixed income securities $ 178,677 $ 178,677 $ 159,623 $ 159,623
4 unchanged sentences
Gross realized gains recognized during 2020 and 2019 related to the Company’s available-for-sale securities totaled $ 5.8 million and $ 11.5 million, respectively, while gross realized losses were immaterial.
−Removed: Proceeds received from the sale or maturity of available-for-sale securities during 2019 and 2018 are disclosed in the Consolidated and Combined Statements of Cash Flows.
−Removed: Net unrealized holding gains and losses on the Company’s available-for-sale securities recognized during 2019 and 2018 that have been included in accumulated other comprehensive loss and the net amount of gains and losses reclassified out of accumulated other comprehensive loss to earnings during 2019 and 2018 are disclosed in “Note 16.
+Added: Proceeds received from the sale or maturity of available-for-sale securities investments during 2020 and 2019 are disclosed in the Consolidated Statements of Cash Flows.
+Added: Net unrealized holding gains and losses on the Company’s available-for-sale securities recognized during 2020 and 2019 that have been included in accumulated other comprehensive loss and the net amount of gains
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: and losses reclassified out of accumulated other comprehensive loss to earnings during 2020 and 2019 are disclosed in “Note 14.
Stockholders’ Equity.”
−Removed: DERIVATIVE FINANCIAL INSTRUMENTS
−Removed: The Company utilizes various raw materials in its operations, including corn, soybean meal, soybean oil, wheat, natural gas, electricity and diesel fuel, which are all considered commodities.
−Removed: The Company considers these raw materials generally available from a number of different sources and believes it can obtain them to meet its requirements.
−Removed: These commodities are subject to price fluctuations and related price risk due to factors beyond our control, such as economic and political conditions, supply and demand, weather, governmental regulation and other circumstances.
−Removed: Generally, the Company purchases derivative financial instruments, specifically exchange-traded futures and options, in an attempt to mitigate price risk related to its anticipated consumption of commodity inputs for approximately the next twelve months.
−Removed: The Company may purchase longer-term derivative financial instruments on particular commodities if deemed appropriate.
−Removed: The Company has operations in Mexico, the U.K., France and the Netherlands.
−Removed: Therefore, it has exposure to translational foreign exchange risk when the financial results of those operations are remeasured in U.S.
−Removed: The Company has purchased foreign currency forward contracts to manage this translational foreign exchange risk.
−Removed: The fair value of derivative assets is included in the line item Prepaid expenses and other current assets on the Consolidated Balance Sheets while the fair value of derivative liabilities is included in the line item Accrued expenses and other current liabilities on the same statements.
−Removed: The Company’s counterparties require that it post collateral for changes in the net fair value of the derivative contracts.
−Removed: This cash collateral is reported in the line item Restricted cash and cash equivalents on the Consolidated Balance Sheets.
−Removed: The Company has not designated certain derivative financial instruments that it has purchased to mitigate commodity purchase exposures in the U.S.
−Removed: and Mexico or foreign currency transaction exposures on our Mexico operations as cash flow hedges.
−Removed: Therefore, the Company recognized changes in the fair value of these derivative financial instruments immediately in earnings.
−Removed: Gains or losses related to the commodity derivative financial instruments are included in the line item Cost of sales in the Consolidated and Combined Statements of Income.
−Removed: Gains or losses related to the foreign currency derivative financial instruments are included in the line item Foreign currency transaction loss (gain) and Cost of sales in the Consolidated and Combined Statements of Income.
−Removed: The Company has designated certain derivative financial instruments related to its U.K.
−Removed: and Europe reportable segment that it has purchased to mitigate foreign currency transaction exposures as cash flow hedges.
−Removed: Before the settlement date of the financial derivative instruments, the Company recognizes changes in the fair value of the effective portion of the cash flow hedge into accumulated other comprehensive income (“AOCI”) while it recognize changes in the fair value of the ineffective portion immediately in earnings.
−Removed: When the derivative financial instruments associated with the effective portion are settled, the amount in AOCI is then reclassified to earnings.
−Removed: Gains or losses related to these derivative financial instruments are included in the line item Cost of sales in the Consolidated and Combined Statements of Income.
−Removed: The Company recognized $ 30.1 million and $ 27.1 million in net losses related to changes in the fair value of its derivative financial instruments during 2019 and 2018 , respectively.
−Removed: The Company recognized $ 6.7 million in net gains during 2017.
−Removed: Information regarding the Company’s outstanding derivative instruments and cash collateral posted with brokers is included in the following table:
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: December 29, 2019
−Removed: December 30, 2018
−Removed: (Fair values in thousands)
−Removed: Commodity derivative assets
−Removed: Commodity derivative liabilities
−Removed: Foreign currency derivative assets
−Removed: Foreign currency derivative liabilities
−Removed: Cash collateral posted with brokers (a)
−Removed: Derivatives Coverage (b) :
−Removed: Period through which stated percent of needs are covered:
−Removed: December 2020
−Removed: December 2019
−Removed: Collateral posted with brokers consists primarily of cash, short term treasury bills, or other cash equivalents.
−Removed: Derivatives coverage is the percent of anticipated commodity needs covered by outstanding derivative instruments through a specified date.
−Removed: The following tables present the components of the gain or loss on derivatives that qualify as cash flow hedges (in thousands):
−Removed: Gain (Loss) Recognized in Other Comprehensive Loss on Derivative (Effective Portion)
−Removed: December 29, 2019
−Removed: December 30, 2018
−Removed: December 31, 2017
−Removed: Foreign currency derivatives
−Removed: Gain (Loss) Reclassified from AOCI into Income (Effective Portion)
−Removed: December 29, 2019
−Removed: December 30, 2018
−Removed: December 31, 2017
−Removed: Foreign currency derivatives
−Removed: As of December 29, 2019 , the before-tax deferred net gains on derivatives recorded in AOCI that are expected to be reclassified to the Consolidated and Combined Statements of Income during the next twelve months are $ 1.0 million .
−Removed: This expectation is based on the anticipated settlements on the hedged investments in foreign currencies that will occur over the next twelve months, at which time the Company will recognize the deferred gains (losses) to earnings.
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
GOODWILL AND INTANGIBLE ASSETS
The activity in goodwill by reportable segment for the years ended December 27, 2020 and December 29, 2019 were as follows:
−Removed: December 30, 2018
−Removed: Currency Translation
−Removed: December 29, 2019
+Added: December 29, 2019 Additions Currency Translation December 27, 2020
(In thousands)
−Removed: December 31, 2017
−Removed: Currency Translation
−Removed: December 30, 2018
+Added: $ 41,936 $ — $ — $ 41,936
+Added: and Europe 806,207 — 29,298 835,505
+Added: Mexico 125,607 2,197 — 127,804
+Added: Total $ 973,750 $ 2,197 $ 29,298 $ 1,005,245
+Added: December 30, 2018 Additions Currency Translation December 29, 2019
(In thousands)
+Added: $ 41,936 $ — $ — $ 41,936
+Added: and Europe 782,207 — 24,000 806,207
+Added: Mexico 125,607 — — 125,607
+Added: Total $ 949,750 $ — $ 24,000 $ 973,750
Identified intangible assets consisted of the following:
−Removed: December 30, 2018
−Removed: Currency Translation
−Removed: Reclassification
−Removed: December 29, 2019
+Added: December 29, 2019 Additions Amortization Currency Translation December 27, 2020
(In thousands)
Carrying amount:
+Added: Trade names $ 78,343 $ — $ — $ — $ 78,343
Customer relationships 292,278 — — 4,784 297,062
1 unchanged sentence
Trade names not subject to
+Added: amortization 391,431 — — 13,809 405,240
Accumulated amortization:
+Added: Trade names ( 45,518 ) — ( 1,968 ) — ( 47,486 )
Customer relationships ( 120,481 ) — ( 20,747 ) ( 2,018 ) ( 143,246 )
Non-compete agreements ( 320 ) — — — ( 320 )
−Removed: December 31, 2017
−Removed: Currency Translation
−Removed: Reclassification
−Removed: December 30, 2018
+Added: Total $ 596,053 $ — $ ( 22,715 ) $ 16,575 $ 589,913
+Added: December 30, 2018 Additions Amortization Currency Translation December 29, 2019
(In thousands)
Carrying amount:
+Added: Trade names $ 78,343 $ — $ — $ — $ 78,343
Customer relationships 247,706 40,418 — 4,154 292,278
1 unchanged sentence
Trade names not subject to
+Added: amortization 380,067 — — 11,364 391,431
Accumulated amortization:
+Added: Trade names ( 43,552 ) — ( 1,966 ) — ( 45,518 )
Customer relationships ( 98,441 ) — ( 20,920 ) ( 1,120 ) ( 120,481 )
Non-compete agreements ( 315 ) — ( 5 ) — ( 320 )
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: Additions shown in above table are comprised of a customer relationships intangible asset recorded as part of the Tulip acquisition.
+Added: Total $ 564,128 $ 40,418 $ ( 22,891 ) $ 14,398 $ 596,053
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: Additions shown in above table for 2019 are comprised of a customer relationships intangible asset recorded as part of the PPL acquisition.
The Company valued this asset using the income approach resulting in a fair value of $ 40.4 million.
−Removed: The intangible asset has a useful life of 11 years.
+Added: The intangible asset has a useful life of eleven years .
For additional information regarding the initial valuation and assumptions used, refer to “Note 2.
1 unchanged sentence
Intangible assets are amortized over the estimated useful lives of the assets as follows:
−Removed: Customer relationships
−Removed: Non-compete agreements
+Added: Customer relationships 3 - 16 years
+Added: Trade names 20 years
+Added: Non-compete agreements 3 years
The Company recognized amortization expense related to identified intangible assets of $ 22.7 million in 2020, $ 22.9 million in 2019 and $ 25.7 million in 2018.
4 unchanged sentences
There were no indicators present that required the Company to test the recoverability of the aggregate carrying amount of its identified intangible assets subject to amortization at that date.
−Removed: The Company is party to operating lease agreements for warehouses, office space, vehicle maintenance facilities and livestock growing farms in the U.S., distribution centers, hatcheries and office space in Mexico and farms, processing facilities and office space in the U.K.
−Removed: Additionally, the Company leases equipment, over-the-road transportation vehicles and other assets in all three reportable segments.
−Removed: The Company is also party to a limited number of finance lease agreements in the U.S.
−Removed: Our leases have remaining lease terms of one year to 16 years, some of which may include options to extend the lease for up to one year and some of which may include options to terminate the lease within one year .
−Removed: The exercise of options to extend lease terms is at our sole discretion.
−Removed: Certain leases also include options to purchase the leased property.
−Removed: Certain lease agreements include rental payment increases over the lease term that can be either fixed or variable.
−Removed: Fixed payment increases and variable payment increases based on an index or rate are included in the initial lease liability using the index or rate at commencement date.
−Removed: Variable payment increases not based on an index are recognized as incurred.
−Removed: Certain lease agreements contain residual value guarantees, primarily vehicle and transportation equipment leases.
−Removed: The following table presents components of lease expense (in thousands).
−Removed: Operating lease cost, finance lease amortization and finance lease interest are respectively included in Cost of sales, Selling, general and administrative expense and Interest expense, net of capitalized interest in the Consolidated and Combined Statements of Income.
−Removed: Fifty-Two Weeks Ended
−Removed: December 29, 2019
−Removed: Operating lease cost (a)
−Removed: Amortization of finance lease assets
−Removed: Interest on finance leases
−Removed: Short-term lease cost
−Removed: Variable lease cost
−Removed: Net lease cost
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: Sublease income is immaterial and not included in operating lease costs.
−Removed: Rent expense was $ 86.0 million for the fifty-two weeks ended December 30, 2018 .
−Removed: The weighted-average remaining lease term and discount rate for lease liabilities included in our Consolidated Balance Sheets are as follows:
−Removed: December 29, 2019
−Removed: Weighted-average remaining lease term (years):
−Removed: Operating leases
−Removed: Finance leases
−Removed: Weighted-average discount rate:
−Removed: Operating leases
−Removed: Finance leases
−Removed: Supplemental cash flow information related to leases is as follows (in thousands):
−Removed: Fifty-Two Weeks Ended
−Removed: December 29, 2019
−Removed: Cash paid for amounts included in the measurement of lease liabilities:
−Removed: Operating cash flows from operating leases
−Removed: Operating cash flow from finance leases
−Removed: Financing cash flows from finance leases
−Removed: Operating lease assets obtained in exchange for operating lease liabilities
−Removed: Finance lease assets obtained in exchange for finance lease liabilities
−Removed: Future minimum lease payments under noncancellable leases as of December 29, 2019 are as follows (in thousand s):
−Removed: Operating Leases
−Removed: Finance Leases
−Removed: For the fiscal years ending December:
−Removed: Total future minimum lease payments
−Removed: imputed interest
−Removed: Present value of lease liabilities
−Removed: Future minimum lease payments under capital and noncancellable operating leases with terms exceeding one year as of December 30, 2018 were as follows (in thousands):
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: Capital Lease
−Removed: Noncancellable
−Removed: Operating Lease
−Removed: For the fiscal years ending December:
−Removed: Net minimum lease payments
−Removed: Amount representing interest
−Removed: Present value of net minimum lease payments
−Removed: Lease liabilities as of December 29, 2019 are included in our Consolidated Balance Sheets as follows (in thousands):
−Removed: Operating Leases
−Removed: Finance Leases (a)
−Removed: Accrued expenses and other current liabilities
−Removed: Current maturities of long-term debt
−Removed: Noncurrent operating lease liability, less current maturities
−Removed: Long-term debt, less current maturities
−Removed: Total lease liabilities
−Removed: Additional information regarding finance lease assets is included in “Note 10.
PROPERTY, PLANT AND EQUIPMENT
−Removed: As of December 29, 2019 , the Company had immaterial operating leases and did not have finance leases that have not commenced.
−Removed: PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment (“PP&E”), net consisted of the following:
−Removed: December 29, 2019
−Removed: December 30, 2018
+Added: December 27, 2020 December 29, 2019
(In thousands)
+Added: Land $ 255,171 $ 222,076
+Added: Buildings 1,983,823 1,754,219
Machinery and equipment 3,230,199 3,139,748
Autos and trucks 73,647 64,122
−Removed: Finance leases
+Added: Finance lease assets 2,182 2,182
Construction-in-progress 199,161 229,015
+Added: PP&E, gross 5,744,183 5,411,362
Accumulated depreciation ( 3,086,692 ) ( 2,819,301 )
+Added: PP&E, net $ 2,657,491 $ 2,592,061
The Company recognized depreciation expense of $ 314.4 million, $ 264.3 million and $ 248.3 million during 2020, 2019 and 2018, respectively.
3 unchanged sentences
During 2020, the Company sold certain PP&E for $ 32.0 million and recognized a gain of $ 13.8 million.
+Added: PP&E sold in 2020 consisted of broiler farms in Mexico, vacant land in Alabama and other miscellaneous equipment.
+Added: During 2019, the Company sold certain PP&E for $ 15.8 million and recognized a gain of $ 10.9 million.
PP&E sold in 2019 included broiler farms in Mexico, a breeder farm in Texas, vacant land in Minnesota and miscellaneous equipment.
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: 2018 , the Company sold certain PP&E for $ 9.8 million and recognized a gain of $ 1.9 million .
−Removed: PP&E sold in 2018 included processing plants in Alabama and Minnesota, a residential building in Georgia, vacant land in Georgia and North Carolina, and miscellaneous equipment.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company has closed or idled various facilities in the U.S.
7 unchanged sentences
Current liabilities, other than income taxes and current maturities of long-term debt, consisted of the following components:
−Removed: December 29, 2019
−Removed: December 30, 2018
+Added: December 27, 2020 December 29, 2019
(In thousands)
Accounts payable:
−Removed: Trade accounts (a)
+Added: Trade accounts $ 904,674 $ 875,374
Book overdrafts 106,435 98,267
1 unchanged sentence
Total accounts payable 1,028,710 993,780
−Removed: Accounts payable to related parties (b)
−Removed: Revenue contract liability (c)
+Added: Accounts payable to related parties (a)
+Added: Revenue contract liabilities (b)
+Added: 65,918 41,770
Accrued expenses and other current liabilities:
−Removed: Compensation and benefits (d)
−Removed: Interest and debt-related fees
−Removed: Insurance and self-insured claims
−Removed: Current maturities of operating lease liabilities
−Removed: Derivative liability
+Added: Compensation and benefits 189,767 164,946
Other accrued expenses (d)
+Added: 150,074 172,510
+Added: DOJ agreement 110,524 —
+Added: Nonrecurring legal settlement 75,000 —
+Added: Current maturities of operating lease liabilities (c)
+Added: 71,592 66,239
+Added: Taxes 67,812 41,901
+Added: Insurance and self-insured claims 61,212 67,332
+Added: Accrued sales rebates (d)
+Added: 44,708 20,378
+Added: Interest and debt-related fees 29,559 31,183
+Added: Derivative liabilities (e)
Total accrued expenses and other current liabilities 807,847 575,319
Total current liabilities $ 1,912,125 $ 1,614,688
−Removed: Trade accounts contains a $ 2.2 million reclassification related to trade accounts discounts previously presented in Other accrued expenses on our annual report on Form 10-K for the year ended December 30, 2018 to conform to Current liabilities presented as of December 29, 2019.
−Removed: Additional information regarding accounts payable to related parties is included in “Note 19.
+Added: (a) Additional information regarding accounts payable to related parties is included in “Note 18.
Related Party Transactions.”
−Removed: Additional information regarding revenue contract liabilities is included in “Note 14.
+Added: (b) Additional information regarding revenue contract liabilities is included in “Note 3.
Revenue Recognition.”
−Removed: Taxes contains a $ 5.1 million reclassification related to payroll withholding taxes previously presented in Compensation and benefits and a $ 20.0 million reclassification related to accrued taxes previously presented in Other accrued expenses on our annual report on Form 10-K for the year ended December 30, 2018 to conform to Current liabilities presented as of December 29, 2019.
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: LONG-TERM DEBT AND OTHER BORROWING ARRANGEMENTS
−Removed: Long-term debt consisted of the following components:
−Removed: December 29, 2019
−Removed: December 30, 2018
−Removed: Long-term debt and other long-term borrowing arrangements:
+Added: (c) Additional information regarding current maturities of operating lease liabilities is included in “Note 4.
+Added: (d) Accrued sales rebates contains a $ 20.4 million reclassification previously presented in Other accrued expenses on our annual Form 10-K report for the year ended December 29, 2019 to conform to Current liabilities presented as of December 27, 2020.
+Added: (e) Additional information regarding derivative liabilities is included in “Note 5.
+Added: Derivative Financial Instruments.”
+Added: Income (loss) before income taxes by jurisdiction is as follows:
+Added: December 27, 2020 December 29, 2019 December 30, 2018
(In thousands)
+Added: $ ( 27,095 ) $ 342,110 $ 175,805
+Added: Foreign 188,920 275,435 156,422
+Added: Total $ 161,825 $ 617,545 $ 332,227
+Added: The components of income tax expense (benefit) are set forth below:
+Added: December 27, 2020 December 29, 2019 December 30, 2018
+Added: (In thousands)
+Added: Federal $ ( 8,800 ) $ 27,585 $ 8,835
+Added: Foreign 28,985 78,099 45,311
+Added: State and other 9,234 12,847 ( 1,263 )
+Added: Total current 29,419 118,531 52,883
+Added: Federal 13,864 51,387 41,104
+Added: Foreign 19,622 ( 18,596 ) ( 17,160 )
+Added: State and other 3,850 9,687 8,596
+Added: Total deferred 37,336 42,478 32,540
+Added: $ 66,755 $ 161,009 $ 85,423
+Added: The effective tax rate for 2020 was 41.2 % compared to 26.1 % for 2019 and 25.7 % for 2018.
+Added: The following table reconciles the statutory U.S.
+Added: federal income tax rate to the Company’s effective income tax rate:
+Added: December 27, 2020 December 29, 2019 December 30, 2018
+Added: Federal income tax rate 21.0 % 21.0 % 21.0 %
+Added: State tax rate, net 6.7 3.0 3.6
+Added: One-time transition tax — — 7.9
+Added: Global intangible low-taxed income ( 7.3 ) 1.5 4.4
+Added: DOJ fine 14.3 — —
+Added: Intercompany financing ( 9.5 ) ( 1.6 ) ( 2.0 )
+Added: Permanent items 1.2 ( 1.6 ) ( 1.0 )
+Added: Difference in U.S.
+Added: statutory tax rate and foreign country effective tax rate 5.4 2.1 2.3
+Added: Rate change 5.2 ( 0.1 ) ( 2.5 )
+Added: Foreign currency translation 3.0 ( 0.6 ) 1.1
+Added: Tax credits ( 1.4 ) ( 0.7 ) ( 7.9 )
+Added: Change in reserve for unrecognized tax benefits 0.3 2.7 ( 1.7 )
+Added: Change in valuation allowance 1.2 0.1 2.7
+Added: Other 1.1 0.3 ( 2.2 )
+Added: Total 41.2 % 26.1 % 25.7 %
+Added: Included in the change in reserve for unrecognized tax benefits is an increase of 2.6 % in the effective tax rate related to a specific transaction undertaken by a Mexico subsidiary of the Company during tax year 2011.
+Added: The amount was recorded and paid during the year ended December 29, 2019.
+Added: Significant components of the Company’s deferred tax liabilities and assets are as follows:
+Added: December 27, 2020 December 29, 2019
+Added: (In thousands)
+Added: Deferred tax liabilities:
+Added: PP&E and identified intangible assets $ 322,660 $ 290,427
+Added: Inventories 116,226 81,469
+Added: Insurance claims and losses 32,679 31,642
+Added: Business combinations 54,257 47,450
+Added: Incentive compensation 16,204 12,860
+Added: Operating lease assets 65,906 68,846
+Added: Other 26,968 14,267
+Added: Total deferred tax liabilities 634,900 546,961
+Added: Deferred tax assets:
+Added: net operating losses 3,034 3,120
+Added: Foreign net operating losses 56,213 50,806
+Added: Credit carry forwards 15,223 15,575
+Added: Allowance for doubtful accounts 4,005 5,429
+Added: Accrued liabilities 94,769 51,148
+Added: Workers’ compensation 36,759 36,147
+Added: Pension and other postretirement benefits 35,899 29,429
+Added: Operating lease liabilities 65,906 68,846
+Added: Other 21,640 22,502
+Added: Total deferred tax assets 333,448 283,002
+Added: Valuation allowance ( 32,908 ) ( 33,522 )
+Added: Net deferred tax assets 300,540 249,480
+Added: Net deferred tax liabilities $ 334,360 $ 297,481
+Added: In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.
+Added: The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.
+Added: Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carry back and carry forward periods), projected future taxable income and tax-planning strategies in making this assessment.
+Added: As of December 27, 2020, the Company believes it has sufficient positive evidence to conclude that realization of its federal, state and foreign net deferred tax assets are more likely than not to be realized.
+Added: As of December 27, 2020, the Company’s valuation allowance is $ 32.9 million, of which $ 12.4 million relates to Moy Park operations, $ 7.7 million relates to PPL operations, $ 11.8 million relates to U.S.
+Added: foreign tax credits and $ 1.0 million relates to state net operating losses.
+Added: As of December 27, 2020, the Company had state net operating loss carry forwards of approximately $ 77.6 million that begin to expire in 2021.
+Added: The Company also had Mexico net operating loss carry forwards as of December 27, 2020 of approximately $ 1.6 million that begin to expire in 2028.
+Added: The Company also had U.K.
+Added: net operating loss carry forwards as of December 27, 2020 of approximately $ 269.2 million that may be carried forward indefinitely.
+Added: As of December 27, 2020, the Company had approximately $ 3.3 million of state tax credit carry forwards that begin to expire in 2022.
+Added: For the year ended December 27, 2020 and year ended December 29, 2019, there is a tax effect of $ 6.9 million and $ 0.7 million, respectively, reflected in other comprehensive income.
+Added: For the year ended December 27, 2020, there are immaterial tax effects reflected in income tax expense due to excess tax benefits and shortfalls related to stock-based compensation.
+Added: For the year ended December 29, 2019, there are immaterial tax effects reflected in income tax expense due to excess tax benefits and shortfalls related to stock-based compensation.
+Added: General” for additional information.
+Added: A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:
+Added: December 27, 2020 December 29, 2019
+Added: (In thousands)
+Added: Unrecognized tax benefits, beginning of year $ 12,776 $ 12,412
+Added: Increase as a result of tax positions taken during prior years 731 597
+Added: Decrease for lapse in statute of limitations ( 236 ) ( 233 )
+Added: Unrecognized tax benefits, end of year $ 13,271 $ 12,776
+Added: Included in unrecognized tax benefits of $ 13.3 million as of December 27, 2020, was $ 1.1 million of tax benefits that, if reco gnized, would reduce the Company’s effective tax rate.
+Added: It is not practicable at this time to estimate the amount of unrecognized tax benefits that will change in the next twelve months.
+Added: The Company recognizes interest and penalties related to unrecognized tax benefits in its provision for income taxes.
+Added: As of December 27, 2020, the Company had recorded a liability of $ 2.8 million for interest and penalties.
+Added: During 2020, accrued interest and penalty amounts related to uncertain tax positions increased by $ 0.5 million.
+Added: The Company operates in the U.S.
+Added: (including multiple state jurisdictions), Puerto Rico and several foreign locations including Mexico and the U.K.
+Added: With few exceptions, the Company is no longer subject to examinations by taxing authorities for years prior to 2016 in U.S.
+Added: federal, state and local jurisdictions, for years prior to 2011 in Mexico, and for years prior to 2017 in the U.K.
+Added: As of July 27, 2020, JBS owns in excess of 80% of the outstanding common stock of Pilgrim’s.
+Added: JBS has a federal tax election to file a consolidated tax return with subsidiaries in which it holds an ownership of at least 80%.
+Added: The Company is currently analyzing the related impacts to our federal and state tax return filings.
+Added: The Company has a tax sharing agreement with JBS USA Holdings effective for tax years beginning 2010.
+Added: The net tax payable for year 2020 of $ 0.6 million was accrued in 2020 as a capital contribution and an account payable to a related party in our Consolidated Balance Sheet.
+Added: The tax sharing agreement was updated during 2020 to consider the impact of Pilgrims’s joining the JBS consolidated tax return.
+Added: Long-term debt and other borrowing arrangements, including current notes payable to banks, consisted of the following components:
+Added: Maturity December 27, 2020 December 29, 2019
+Added: (In thousands)
Senior notes payable, net of premium and discount at 5.75 %
+Added: 2025 $ 1,001,693 $ 1,002,095
Senior notes payable, net of discount at 5.875 %
+Added: 2027 845,149 844,433
Credit Facility (defined below):
Term note payable at 1.40 %
+Added: 2023 450,000 475,000
Revolving note payable at 1.39 %
−Removed: Moy Park France Invoice Discounting Revolver with payables at
−Removed: EURIBOR plus 0.8%
−Removed: Moy Park Credit Agricole Bank Overdraft with notes payable at
−Removed: EURIBOR plus 1.50%
Moy Park Bank of Ireland Revolving Facility with notes payable at
3 unchanged sentences
Secured loans with payables at weighted average of 3.34 %
−Removed: Capital/finance lease obligations
+Added: Various 38 948
+Added: Finance lease obligations Various 1,664 2,150
Long-term debt 2,298,544 2,324,626
4 unchanged sentences
financing costs $ 2,255,546 $ 2,276,029
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
On March 11, 2015, the Company completed a sale of $ 500.0 million aggregate principal amount of its 5.75 % senior notes due 2025.
6 unchanged sentences
Each issuance of the Senior Notes due 2025 is treated as a single class for all purposes under the 2015 Indenture (defined below) and have the same terms.
−Removed: The Senior Notes due 2025 are governed by, and were issued pursuant to, an indenture dated as of March 11, 2015 by and among the Company, its guarantor subsidiaries and U.S.
−Removed: Bank National Association, as trustee (the “2015 Indenture”).
−Removed: The 2015 Indenture provides, among other things, that the Senior Notes due 2025 bear interest at a rate of 5.75 % per annum from the date of issuance until maturity, payable semi-annually in cash in arrears, beginning on September 15, 2015 for the Senior Notes due 2025 that were issued in March 2015 and beginning on March 15, 2018 for the Senior Notes due 2025 that were issued in September 2017 and March 2018.
+Added: The Senior Notes due 2025 are governed by, and were issued pursuant to, an indenture dated as of March 11, 2015 by and among the Company, its guarantor subsidiaries and Regions Bank, as trustee (the “2015 Indenture”).
+Added: The 2015 Indenture provides, among other things, that the Senior Notes due 2025 bear interest at a rate of 5.75 % per annum from the date of issuance until maturity, payable semiannually in cash in arrears, beginning on September 15, 2015 for the Senior Notes due 2025 that were issued in March 2015 and beginning on March 15, 2018 for the Senior Notes due 2025 that were issued in September 2017 and March 2018.
On September 29, 2017, the Company completed a sale of $ 600.0 million aggregate principal amount of its 5.875 % senior notes due 2027.
3 unchanged sentences
Each issuance of the Senior Notes due 2027 is treated as a single class for all purposes under the 2017 Indenture (defined below) and have the same terms.
−Removed: The Senior Notes due 2027 are governed by, and were issued pursuant to, an indenture dated as of September 29, 2017 by and among the Company, its guarantor subsidiaries and U.S.
−Removed: Bank National Association, as trustee (the “2017 Indenture”).
−Removed: The 2017 Indenture provides, among other things, that the Senior Notes due 2027 bear interest at a rate of 5.875 % per annum from
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: the date of issuance until maturity, payable semi-annually in cash in arrears, beginning on March 30, 2018 for the Senior Notes due 2027 that were issued in September 2017 and beginning on March 15, 2018 for the Senior Notes due 2027 that were issued in March 2018.
+Added: The Senior Notes due 2027 are governed by, and were issued pursuant to, an indenture dated as of September 29, 2017 by and among the Company, its guarantor subsidiaries and Regions Bank, as trustee (the “2017 Indenture”).
+Added: The 2017 Indenture provides, among other things, that the Senior Notes due 2027 bear interest at a rate of 5.875 % per annum from the date of issuance until maturity, payable semiannually in cash in arrears, beginning on March 30, 2018 for the Senior Notes due 2027 that were issued in September 2017 and beginning on March 15, 2018 for the Senior Notes due 2027 that were issued in March 2018.
The Senior Notes due 2025 and the Senior Notes due 2027 are each guaranteed on a senior unsecured basis by the Company’s guarantor subsidiaries.
16 unchanged sentences
Credit Facility.
−Removed: As of December 29, 2019 , the Company had Term Loans outstanding totaling $ 475.0 million and the amount available for borrowing under the revolving loan commitment was $ 708.4 million .
−Removed: The Company had letters of credit of $ 41.6 million and no borrowings outstanding under the revolving loan commitment as of December 29, 2019 .
−Removed: Credit Facility includes a $ 75.0 million sub-limit for swingline loans and a $ 125.0 million sub-limit for letters of credit.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: December 27, 2020, the Company had outstanding borrowings under the term loan commitment of $ 450.0 million.
+Added: As of December 27, 2020, the Company had outstanding letters of credit and available borrowings under the revolving credit commitment of $ 39.7 million and $ 710.3 million, respectively.
+Added: Credit Facility includes a $ 75.0 million sublimit for swingline loans and a $ 125.0 million sublimit for letters of credit.
Outstanding borrowings under the revolving loan commitment and the Term Loans bear interest at a per annum rate equal to (1) in the case of LIBOR loans, LIBOR plus a margin based on the Company’s net senior secured leverage ratio, between LIBOR plus 1.25 % and LIBOR plus 2.75 % and (2) in the case of alternate base rate loans, the base rate plus a margin based on the Company’s net senior secured leverage ratio, between the base rate plus 0.25 % and base rate plus 1.75 % thereafter.
8 unchanged sentences
Credit Facility.
−Removed: U.K and Europe Credit Facilities
−Removed: Moy Park France Invoice Discounting Facility
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: In June 2009, Moy Park France Sàrl entered into a € 20.0 million invoice discounting facility with GE De Facto (the “Invoice Discounting Facility”).
−Removed: The facility limit was decreased by 50 percent in June 2018.
−Removed: The Invoice Discounting Facility is payable on demand and the term is extended on an annual basis.
−Removed: The agreement can be terminated by either party with three months’ notice.
−Removed: Outstanding borrowings under the Invoice Discounting Facility bear interest at a per annum rate equal to EURIBOR plus 0.80 % .
−Removed: As of December 29, 2019 , the U.S.
−Removed: dollar-equivalent loan commitment and borrowing availability under the Invoice Discounting Facility were $ 11.1 million .
−Removed: As of December 29, 2019 , there were no outstanding borrowings under the Invoice Discounting Facility.
−Removed: The Invoice Discounting Facility contains financial covenants and various other covenants that may adversely affect Moy Park's ability to, among other things, incur additional indebtedness, consummate certain asset sales, enter into certain transactions with JBS and the Company's other affiliates, merge, consolidate and/or sell or dispose of all or substantially all of Moy Park's assets.
−Removed: Moy Park Credit Agricole Bank Overdraft
−Removed: On December 3, 2018, Moy Park entered into an unsecured € 0.5 million bank overdraft agreement (the “Overdraft Agreement”) with Credit Agricole.
−Removed: The Overdraft Agreement is payable on demand and can be cancelled anytime by Moy Park or Credit Agricole.
−Removed: Outstanding borrowings under the Overdraft Agreement bears interest at a per annum rate equal to EURIBOR plus 1.50 % .
−Removed: As of December 29, 2019 , there were no outstanding borrowings under the Overdraft Agreement.
Moy Park Bank of Ireland Revolving Facility Agreement
16 unchanged sentences
The loan commitment under the Mexico Credit Facility is $ 1.5 billion Mexican pesos and can be borrowed on a revolving basis.
−Removed: dollar-equivalent of the loan commitment under the Mexico Credit Facility is $ 79.6 million .
Outstanding borrowings under the Mexico Credit Facility accrue interest at a rate equal to the 28-Day Interbank Equilibrium Interest Rate plus 1.50 %.
2 unchanged sentences
The Mexico Credit Facility will mature on December 14, 2023.
+Added: As of December 27, 2020, the U.S.
+Added: dollar-equivalent of the loan commitment under the Mexico Credit Facility is $ 75.5 million.
As of December 27, 2020, there were no outstanding borrowings under the Mexico Credit Facility.
−Removed: Income before income taxes by jurisdiction is as follows:
−Removed: (In thousands)
−Removed: The components of income tax expense are set forth below:
−Removed: (In thousands)
−Removed: State and other
−Removed: Total current
−Removed: State and other
−Removed: Total deferred
−Removed: The effective tax rate for 2019 was 26.1 % compared to 25.7 % for 2018 and 26.9 % for 2017 .
−Removed: The following table reconciles the statutory U.S.
−Removed: federal income tax rate to the Company’s effective income tax rate:
−Removed: Federal income tax rate
−Removed: State tax rate, net
−Removed: One-time transition tax
−Removed: Permanent items
−Removed: Domestic production activity
−Removed: Difference in U.S.
−Removed: statutory tax rate and foreign
−Removed: country effective tax rate
−Removed: Change in reserve for unrecognized tax benefits
−Removed: Change in valuation allowance
−Removed: Included in the change in reserve for unrecognized tax benefits is an increase of 2.6 % in the effective tax rate related to a specific transaction undertaken by a Mexico subsidiary of the Company during tax year 2011.
−Removed: The amount was recorded and paid during the fifty-two weeks ended December 29, 2019.
−Removed: Significant components of the Company’s deferred tax liabilities and assets are as follows:
−Removed: December 29, 2019
−Removed: December 30, 2018
−Removed: (In thousands)
−Removed: Deferred tax liabilities:
−Removed: PP&E and identified intangible assets
−Removed: Insurance claims and losses
−Removed: Business combinations
−Removed: Incentive compensation
−Removed: Operating lease assets
−Removed: Total deferred tax liabilities
−Removed: Deferred tax assets:
−Removed: Net operating losses
−Removed: Foreign net operating losses
−Removed: Credit carry forwards
−Removed: Allowance for doubtful accounts
−Removed: Accrued liabilities
−Removed: Workers compensation
−Removed: Pension and other postretirement benefits
−Removed: Operating lease liabilities
−Removed: Total deferred tax assets
−Removed: Valuation allowance
−Removed: Net deferred tax assets
−Removed: Net deferred tax liabilities
−Removed: In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.
−Removed: The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.
−Removed: Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carry back and carry forward periods), projected future taxable income and tax-planning strategies in making this assessment.
−Removed: As of December 29, 2019 , the Company believes it has sufficient positive evidence to conclude that realization of its federal, state and foreign net deferred tax assets are more likely than not to be realized.
−Removed: The increase in valuation allowance of $ 7.4 million during 2019 was primarily due to the acquisition of Tulip.
−Removed: As of December 29, 2019 , the Company’s valuation allowance is $ 33.5 million , of which $ 12.6 million relates to its Moy Park operations, $ 8.2 million relates to its Tulip operations, $ 11.7 million relates to U.S.
−Removed: foreign tax credits and $ 1.0 million relates to state net operating losses.
−Removed: As of December 29, 2019, the Company had state net operating loss carry forwards of approximately $ 79.8 million that begin to expire in 2020 .
−Removed: The Company also had Mexico net operating loss carry forwards as of December 29, 2019 of approximately $ 10.2 million that begin to expire in 2021 .
−Removed: The Company also had U.K.
−Removed: net operating loss carry forwards as of December 29, 2019 of approximately $ 175.2 million that may be carried forward indefinitely.
−Removed: As of December 29, 2019 , the Company had approximately $ 3.7 million of state tax credit carry forwards that begin to expire in 2020 .
−Removed: For the fifty-two weeks ended December 29, 2019 and fifty-two weeks ended December 30, 2018 , there is a tax effect of $ 0.7 million and $ 1.6 million , respectively, reflected in other comprehensive income.
−Removed: For the fifty-two weeks ended December 29, 2019 , there are immaterial tax effects reflected in income tax expense due to excess tax benefits and shortfalls related to share-based compensation.
−Removed: For the fifty-two weeks ended December 30, 2018 , there is a tax effect of ($ 0.8 ) million reflected in income tax expense due to excess tax benefits related to share-based compensation.
−Removed: Business and Summary of Significant Accounting Policies” for additional information.
−Removed: A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:
−Removed: December 29, 2019
−Removed: December 30, 2018
−Removed: (In thousands)
−Removed: Unrecognized tax benefits, beginning of year
−Removed: Increase as a result of tax positions taken during the current year
−Removed: Increase as a result of tax positions taken during prior years
−Removed: Decrease for lapse in statute of limitations
−Removed: Unrecognized tax benefits, end of year
−Removed: Included in unrecognized tax benefits of $ 12.8 million as of December 29, 2019 , was $ 1.2 million of tax benefits that, if recognized, would reduce the Company’s effective tax rate.
−Removed: It is not practicable at this time to estimate the amount of unrecognized tax benefits that will change in the next twelve months.
−Removed: The Company recognizes interest and penalties related to unrecognized tax benefits in its provision for income taxes.
−Removed: As of December 29, 2019 , the Company had recorded a liability of $ 2.3 million for interest and penalties.
−Removed: During 2019 , accrued interest and penalty amounts related to uncertain tax positions increased by $ 0.8 million .
−Removed: The Company operates in the U.S.
−Removed: (including multiple state jurisdictions), Puerto Rico and several foreign locations including Mexico and the U.K.
−Removed: With few exceptions, the Company is no longer subject to examinations by taxing authorities for years prior to 2015 in U.S.
−Removed: federal, state and local jurisdictions, for years prior to 2011 in Mexico, and for years prior to 2017 in the U.K.
−Removed: The Company has a tax sharing agreement with JBS USA Food Company Holdings effective for tax years beginning 2010.
−Removed: No net tax payable was accrued for the 2019 tax year.
−Removed: REVENUE RECOGNITION
−Removed: The vast majority of the Company's revenue is derived from contracts which are based upon a customer ordering our products.
−Removed: While there may be master agreements, the contract is only established when the customer’s order is accepted by the Company.
−Removed: The Company accounts for a contract, which may be verbal or written, when it is approved and committed by both parties, the rights of the parties are identified along with payment terms, the contract has commercial substance and collectability is probable.
−Removed: The Company evaluates the transaction for distinct performance obligations, which are the sale of its products to customers.
−Removed: Since its products are commodity market-priced, the sales price is representative of the observable, standalone selling price.
−Removed: Each performance obligation is recognized based upon a pattern of recognition that reflects the transfer of control to the customer at a point in time, which is upon destination (customer location or port of destination), and faithfully depicts the transfer of control and recognition of revenue.
−Removed: There are instances of customer pick-up at the Company's facilities, in which case control transfers to the customer at that point and the Company recognizes revenue.
−Removed: The Company's performance obligations are typically fulfilled within days to weeks of the acceptance of the order.
−Removed: The Company makes judgments regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from revenue and cash flows with customers.
−Removed: Determination of a contract requires evaluation and judgment along with the estimation of the total contract value and if any of the contract value is constrained.
−Removed: Due to the nature of our business, there is minimal variable consideration, as the contract is established at the acceptance of the order from the customer.
−Removed: When applicable, variable consideration is estimated at contract inception and updated on a regular basis until the contract is completed.
−Removed: Allocating the transaction price to a specific performance obligation based upon the relative standalone selling prices includes estimating the standalone selling prices including discounts and variable consideration.
−Removed: Disaggregated Revenue
−Removed: Revenue has been disaggregated into the following categories to show how economic factors affect the nature, amount, timing and uncertainty of revenue and cash flows:
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: Fifty-Two Weeks Ended December 29, 2019
−Removed: (In thousands)
−Removed: Fifty-Two Weeks Ended December 30, 2018
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: STOCKHOLDERS’ EQUITY
+Added: Accumulated Other Comprehensive Loss
+Added: The following tables provide information regarding the changes in accumulated other comprehensive loss during 2020 and 2019:
+Added: Gains (Losses) Related to Foreign Currency Translation Unrealized Losses on Derivative Financial Instruments Classified as Cash Flow Hedges Losses Related to Pension and Other Postretirement Benefits Unrealized Holding Gains on Available-for-Sale Securities Total
(In thousands)
−Removed: Shipping and Handling Costs
−Removed: In the rare case when shipping and handling activities are performed after a customer obtains control of the good, the Company has elected to account for shipping and handling as activities to fulfill the promise to transfer the good.
−Removed: When revenue is recognized for the related good before the shipping and handling activities occur, the related costs of those shipping and handling activities are accrued.
−Removed: Shipping and handling costs are recorded within Cost of sales .
−Removed: Contract Costs
−Removed: The Company can incur incremental costs to obtain or fulfill a contract such as broker expenses that are not expected to be recovered.
−Removed: The amortization period for such expenses is less than one year;
−Removed: therefore, the costs are expensed as incurred.
−Removed: There is no change in accounting for taxes due to the adoption of the new revenue standard, as there is no material change to the timing of revenue recognition.
−Removed: We exclude all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the entity from a customer (for example, sales, use, value added, and some excise taxes) from the transaction price.
−Removed: Contract Balances
−Removed: The Company receives payment from customers based on terms established with the customer.
−Removed: Payments are typically due within two weeks of delivery.
−Removed: There are rarely contract assets related to costs incurred to perform in advance of scheduled billings.
−Removed: Revenue contract liabilities relate to payments received in advance of satisfying the performance under the customer contract.
−Removed: The revenue contract liability relates to customer prepayments and the advanced consideration received from governmental agency contracts for which performance obligations to the end customer have not been satisfied.
−Removed: Changes in the revenue contract liability balances for the years ended December 29, 2019 and December 30, 2018 were as follows:
−Removed: December 29, 2019
−Removed: December 30, 2018
+Added: Balance, beginning of year $ ( 1,108 ) $ ( 2,406 ) $ ( 71,615 ) $ — $ ( 75,129 )
+Added: Other comprehensive income (loss)
+Added: before reclassifications 83,890 3,823 ( 31,724 ) 55 56,044
+Added: Amounts reclassified from accumulated
+Added: other comprehensive loss to net income — ( 2,664 ) 1,128 ( 55 ) ( 1,591 )
+Added: Currency translation — 56 — — 56
+Added: Net current year other comprehensive
+Added: income (loss) 83,890 1,215 ( 30,596 ) — 54,509
+Added: Balance, end of year $ 82,782 $ ( 1,191 ) $ ( 102,211 ) $ — $ ( 20,620 )
+Added: Losses Related to Foreign Currency Translation Unrealized Losses on Derivative Financial Instruments Classified as Cash Flow Hedges Losses Related to Pension and Other Postretirement Benefits Unrealized Holding Gains on Available-for-Sale Securities Total
(In thousands)
Balance, beginning of year $ ( 55,770 ) $ ( 683 ) $ ( 71,463 ) $ 82 $ ( 127,834 )
−Removed: Revenue recognized
−Removed: Cash received, excluding amounts recognized as revenue during the period
+Added: Other comprehensive income (loss)
+Added: before reclassifications 54,662 ( 2,052 ) ( 1,145 ) 386 51,851
+Added: Amounts reclassified from accumulated
+Added: other comprehensive loss to net income — 383 993 ( 468 ) 908
+Added: Currency translation — ( 54 ) — — ( 54 )
+Added: Net current year other comprehensive
+Added: income (loss) 54,662 ( 1,723 ) ( 152 ) ( 82 ) 52,705
Balance, end of year $ ( 1,108 ) $ ( 2,406 ) $ ( 71,615 ) $ — $ ( 75,129 )
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: Accounts Receivable
−Removed: The Company records accounts receivable when revenue is recognized.
−Removed: The Company records an allowance for doubtful accounts to reduce the receivables balance to an amount it estimates is collectible from customers.
−Removed: Estimates used in determining the allowance for doubtful accounts are based on historical collection experience, current trends, aging of accounts receivable and periodic credit evaluations of customers’ financial condition.
−Removed: The Company writes off accounts receivable when it becomes apparent, based upon age or customer circumstances, that such amounts will not be collected.
−Removed: Generally, the Company does not require collateral for its accounts receivable.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: Details about Accumulated Other Comprehensive Loss Components Amount Reclassified from Accumulated Other Comprehensive Loss (a)
+Added: Affected Line Item in the Consolidated Statements of Income
+Added: (In thousands)
+Added: Realized gain on settlement of foreign currency
+Added: derivatives classified as cash flow hedges $ 2,987 $ — Net sales
+Added: Realized loss on settlement of foreign currency
+Added: derivatives classified as cash flow hedges ( 114 ) ( 383 ) Cost of sales
+Added: Realized loss on settlement of interest rate swap
+Added: derivatives classified as cash flow hedges ( 209 ) — Interest expense, net of capitalized interest
+Added: Realized gain on sale of securities 73 619 Interest income
+Added: Amortization of pension and other postretirement
+Added: plan actuarial losses (b)
+Added: ( 1,503 ) ( 1,313 ) Miscellaneous, net
+Added: Total before tax 1,234 ( 1,077 )
+Added: Tax expense 357 169
+Added: Total reclassification for the period $ 1,591 $ ( 908 )
+Added: (a) Amounts in parentheses represent income (expenses) related to results of operations.
+Added: (b) These accumulated other comprehensive loss components are included in the computation of net periodic pension cost.
+Added: See “Note 15.
Pension and Other Postretirement Benefits.”
+Added: Share Repurchase Program and Treasury Stock
+Added: On October 31, 2018, the Company’s Board of Directors approved a $ 200.0 million share repurchase authorization.
+Added: The Company plans to repurchase shares through various means, which may include but are not limited to open market purchases, privately negotiated transactions, the use of derivative instruments and/or accelerated share repurchase programs.
+Added: The extent to which the Company repurchases its shares and the timing of such repurchases will vary and depend upon market conditions and other corporate considerations, as determined by the Company’s management team.
+Added: The Company reserves the right to limit or terminate the repurchase program at any time without notice.
+Added: As of December 27, 2020, the Company had repurchased approximately 6.3 million shares under this program with a market value of approximately $ 113.4 million.
+Added: The Company accounted for the shares repurchased using the cost method.
+Added: The Company currently plans to maintain these shares as treasury stock.
+Added: Restrictions on Dividends
+Added: Both the U.S.
+Added: Credit Facility and the indentures governing the Company’s senior notes restrict, but do not prohibit, the Company from declaring dividends.
+Added: Additionally, the Moy Park Multicurrency Revolving Facility Agreement restricts Moy Park’s ability and the ability of certain of Moy Park’s subsidiaries to, among other things, make payments and distributions to the Company.
+Added: PENSION AND OTHER POSTRETIREMENT BENEFITS
The Company sponsors programs that provide retirement benefits to most of its employees.
−Removed: These programs include qualified defined benefit pension plans, nonqualified defined benefit retirement plans, a defined benefit postretirement life insurance plan and defined contribution retirement savings plans.
+Added: These programs include qualified defined benefit pension plans such as the Pilgrim's Pride Retirement Plan for Union Employees (the “Union Plan”) the Pilgrim's Pride Pension Plan for Legacy Gold Kist Employees (the “GK Pension Plan”), the Tulip Limited Pension Plan and the Geo Adams Group Pension Fund (together, the “U.K.
+Added: Plans”), nonqualified defined benefit retirement plans, a defined benefit postretirement life insurance plan and defined contribution retirement savings plan.
Expenses recognized under all retirement plans totaled $ 17.4 million, $ 19.0 million and $ 12.1 million in 2020, 2019 and 2018, respectively.
8 unchanged sentences
Participation in the GK Pension Plan was frozen as of February 8, 2007 for all participants with the exception of terminated vested participants who are or may become permanently and totally disabled.
−Removed: The plan was frozen for that group as of March 31, 2007.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: frozen for that group as of March 31, 2007.
Plans cover certain eligible active and former U.K.
18 unchanged sentences
The change in benefit obligation, change in fair value of plan assets, funded status and amounts recognized in the Consolidated Balance Sheets for these plans were as follows:
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: Pension Benefits
−Removed: Other Benefits
+Added: Pension Benefits Other Benefits
+Added: 2020 2019 2020 2019
Change in projected benefit obligation:
2 unchanged sentences
Interest cost 8,102 6,673 36 52
−Removed: Actuarial losses (gains)
+Added: Actuarial losses 38,822 20,729 90 132
Benefits paid ( 13,745 ) ( 8,288 ) — —
−Removed: Settlements (a)
+Added: Curtailments and settlements ( 8,226 ) ( 10,076 ) ( 60 ) ( 119 )
+Added: Prior service cost 20 8 — —
Tulip acquisition — 198,417 — —
1 unchanged sentence
Projected benefit obligation, end of year $ 404,194 $ 369,066 $ 1,593 $ 1,527
−Removed: A settlement is a transaction that is an irrevocable action, relieves the employer or the plan of primary responsibility for a pension or postretirement obligation and eliminates significant risks related to the obligation and the assets used to affect the settlement.
−Removed: A settlement can be triggered when a plan pays lump sums totaling more than the sum of the plan’s interest cost and service cost.
−Removed: The GK Pension Plan met this threshold in 2019 and the Retiree Life Plan met this threshold in 2019 and 2018 .
−Removed: Pension Benefits
−Removed: Other Benefits
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: Pension Benefits Other Benefits
+Added: 2020 2019 2020 2019
Change in plan assets:
4 unchanged sentences
Benefits paid ( 13,745 ) ( 8,288 ) — —
+Added: Curtailments and settlements ( 8,226 ) ( 10,076 ) ( 60 ) ( 119 )
+Added: Expenses paid from assets ( 715 ) ( 70 ) — —
Tulip acquisition — 179,702 — —
1 unchanged sentence
Fair value of plan assets, end of year $ 305,983 $ 294,589 $ — $ —
−Removed: Pension Benefits
−Removed: Other Benefits
+Added: Pension Benefits Other Benefits
+Added: 2020 2019 2020 2019
Funded status:
1 unchanged sentence
Unfunded benefit obligation, end of year $ ( 98,211 ) $ ( 74,477 ) $ ( 1,593 ) $ ( 1,527 )
−Removed: Pension Benefits
−Removed: Other Benefits
+Added: Pension Benefits Other Benefits
+Added: 2020 2019 2020 2019
Amounts recognized in the Consolidated Balance Sheets as of end of year:
3 unchanged sentences
Recognized liability $ ( 98,211 ) $ ( 74,477 ) $ ( 1,593 ) $ ( 1,527 )
−Removed: Pension Benefits
−Removed: Other Benefits
+Added: Pension Benefits Other Benefits
+Added: 2020 2019 2020 2019
Amounts recognized in accumulated other
1 unchanged sentence
(In thousands)
−Removed: Net actuarial loss (gain)
+Added: Net actuarial loss $ 95,522 $ 58,239 $ 174 $ 91
The accumulated benefit obligation for the Company's defined benefit pension plans was $ 404.2 million and $ 369.1 million as of December 27, 2020 and December 29, 2019, respectively.
−Removed: Each of the Company’s defined benefit pension
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: plans had accumulated benefit obligations that exceeded the fair value of plan assets as of December 29, 2019 and December 30, 2018 .
+Added: Each of the Company’s defined benefit pension plans had accumulated benefit obligations that exceeded the fair value of plan assets as of December 27, 2020 and December 29, 2019.
As of December 27, 2020, the weighted average duration of our defined benefit obligation is 27.50 years.
1 unchanged sentence
Net benefit costs include the following components:
−Removed: Pension Benefits
−Removed: Other Benefits
+Added: Pension Benefits Other Benefits
+Added: 2020 2019 2018 2020 2019 2018
(In thousands)
2 unchanged sentences
Settlement loss (gain) 3,371 3,538 — 7 7 ( 3 )
+Added: Other 735 ( 62 ) — — — —
Amortization of net loss 1,503 1,313 1,203 — — —
+Added: Net cost $ 640 $ 4,541 $ 601 $ 43 $ 59 $ 43
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Economic Assumptions
The weighted average assumptions used in determining pension and other postretirement plan information were as follows:
−Removed: Pension Benefits
−Removed: Other Benefits
+Added: Pension Benefits Other Benefits
+Added: 2020 2019 2018 2020 2019 2018
Benefit obligation:
2 unchanged sentences
Discount rate 2.16 % 3.10 % 3.69 % 2.77 % 4.07 % 3.39 %
−Removed: Expected return on plan assets
+Added: Expected return on plan assets 4.34 % 4.62 % 5.50 % NA NA NA
The discount rate represents the interest rate used to determine the present value of future cash flows currently expected to be required to settle the Company's pension and other benefit obligations.
5 unchanged sentences
In determining its benefit obligations, the Company used generational tables that take into consideration increases in plan participant longevity.
−Removed: As of December 29, 2019 and December 30, 2018 , the U.S.
−Removed: Plans used variations of the RP2014 mortality table in combination with the MP2015 mortality improvement scale.
−Removed: As of December 29, 2019 , the U.K.
−Removed: Plans used variations of the AxC00 mortality table in combination with the CMI_2018 Sk=7.5 mortality improvement scale for pre-retirement employees and the S3PxA mortality table in combination with the CMI_2018 Sk=7.5 mortality improvement scale for postretirement employees.
+Added: pension and other postretirement benefit plans used variations of the Pri-2012 mortality table for both 2020 and 2019 in combination with the MP2020 mortality improvement scale for 2020 and the MP2019 mortality improvement scale for 2019.
+Added: For pre-retirement employees, the U.K.
+Added: pension plans used variations of the AxC00 mortality table for both 2020 and 2019 in combination with the CMI_2019 Sk=7.5 mortality improvement scale for 2020 and the CMI_2018 Sk=7.5 mortality improvement scale for 2019.
+Added: For postretirement employees, the U.K.
+Added: pension plans used variations of the S3PMA mortality table for both 2020 and 2019 in combination with the CMI_2019 Sk=7.5 mortality improvement scale for 2020 and the CMI_2018 Sk=7.5 mortality improvement scale for 2019.
The sensitivity of the projected benefit obligation for pension benefits to changes in the discount rate is set out below.
−Removed: The impact of a change in the discount rate of 0.25% on the projected benefit obligation for other benefits is less than $ 1,000 .
+Added: The impact of a change in the discount rate of 0.25% on the projected benefit obligation for other benefits is immaterial.
This sensitivity analysis is based on changing one assumption while holding all other assumptions constant.
1 unchanged sentence
When calculating the sensitivity of the defined benefit obligation to variations in significant actuarial assumptions, the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as that for calculating the liability recognized in the Consolidated Balance Sheets.
−Removed: Increase in Discount Rate of 0.25%
−Removed: Decrease in Discount Rate of 0.25%
+Added: Increase in Discount Rate of 0.25% Decrease in Discount Rate of 0.25%
(In thousands)
Impact on projected benefit obligation for pension benefits $ ( 10,820 ) $ 11,391
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
The expected rate of return on plan assets was primarily based on the determination of an expected return and behaviors for each plan's current asset portfolio that the Company believes are likely to prevail over long periods.
4 unchanged sentences
The following table reflects the pension plans’ actual asset allocations:
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Cash and cash equivalents 1 % 4 %
5 unchanged sentences
Fixed income securities 13 % 12 %
+Added: Real estate 1 % 2 %
Pooled separate accounts for the U.K.
1 unchanged sentence
Fixed income funds 20 % 18 %
−Removed: Pooled separate accounts (“PSAs”) and common collective trust funds (“CCTs”) are two of the most common types of alternative vehicles in which benefit plans invest.
−Removed: These investments are pooled funds that look like mutual funds, but they are not registered with the Securities and Exchange Commission.
+Added: Real estate 6 % — %
+Added: Total assets 100 % 100 %
+Added: (a) Pooled separate accounts (“PSAs”) and common collective trust funds (“CCTs”) are two of the most common types of alternative vehicles in which benefit plans invest.
+Added: These investments are pooled funds that look like mutual funds, but they are not registered with the SEC.
Often times, they will be invested in mutual funds or other marketable securities, but the unit price generally will be different from the value of the underlying securities because the fund may also hold cash for liquidity purposes, and the fees imposed by the fund are deducted from the fund value rather than charged separately to investors.
5 unchanged sentences
The fair value measurements of plan assets fell into the following levels of the fair value hierarchy as of December 27, 2020 and December 29, 2019:
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: Total Level 1 (a)
(In thousands)
2 unchanged sentences
equity funds (d)
+Added: — 3,100 — 3,100 — 3,071 — 3,071
Small/Mid U.S.
equity funds (e)
+Added: — 392 — 392 — 372 — 372
International equity funds (f)
+Added: — 1,874 — 1,874 — 1,878 — 1,878
Fixed income funds (g)
+Added: — 5,365 — 5,365 — 4,452 — 4,452
PSAs and CCTs for the GK Pension Plan:
equity funds (d)
+Added: — 29,602 — 29,602 — 20,378 — 20,378
Small/Mid U.S.
equity funds (e)
+Added: — 17,569 — 17,569 — 12,495 — 12,495
International equity funds (f)
+Added: — 16,320 — 16,320 — 25,149 — 25,149
Fixed income funds (g)
+Added: — 38,944 — 38,944 — 35,627 — 35,627
Real estate (h)
+Added: — 5,677 — 5,677 — 5,613 — 5,613
PSAs for the U.K.
equity funds (d)
+Added: — 39,002 — 39,002 — 17,756 — 17,756
International equity funds (f)
+Added: — 69,251 — 69,251 — 102,494 — 102,494
Fixed income funds (e)
−Removed: Unadjusted quoted prices in active markets for identical assets are used to determine fair value.
−Removed: Quoted prices in active markets for similar assets and inputs that are observable for the asset are used to determine fair value.
−Removed: Unobservable inputs, such as discounted cash flow models or valuations, are used to determine fair value.
−Removed: This category is comprised of investment options that invest in stocks, or shares of ownership, in large, well-established U.S.
+Added: — 60,212 — 60,212 — 53,722 — 53,722
+Added: Real estate (h)
+Added: — 17,188 — 17,188 — — — —
+Added: Total assets $ 1,487 $ 304,496 $ — $ 305,983 $ 11,582 $ 283,007 $ — $ 294,589
+Added: (a) Unadjusted quoted prices in active markets for identical assets are used to determine fair value.
+Added: (b) Quoted prices in active markets for similar assets and inputs that are observable for the asset are used to determine fair value.
+Added: (c) Unobservable inputs, such as discounted cash flow models or valuations, are used to determine fair value.
+Added: (d) This category is comprised of investment options that invest in stocks, or shares of ownership, in large, well-established U.S.
These investment options typically carry more risk than fixed income options but have the potential for higher returns over longer time periods.
−Removed: This category is generally comprised of investment options that invest in stocks, or shares of ownership, in small to medium-sized U.S.
+Added: (e) This category is generally comprised of investment options that invest in stocks, or shares of ownership, in small to medium-sized U.S.
These investment options typically carry more risk than larger U.S.
equity investment options but have the potential for higher returns.
−Removed: This category is comprised of investment options that invest in stocks, or shares of ownership, in companies with their principal place of business or office outside of the U.S.
−Removed: This category is comprised of investment options that invest in bonds, or debt of a company or government entity (including U.S.
−Removed: It may also include real estate investment options that directly own property.
−Removed: These investment options typically carry more risk than short-term fixed income investment options (including, for real estate investment options, liquidity risk), but less overall risk than equities.
−Removed: This category is comprised of investment options that invest in real estate investment trusts or private equity pools that own real estate.
+Added: (f) This category is comprised of investment options that invest in stocks, or shares of ownership, in companies with their principal place of business or office outside of the U.S.
+Added: (g) This category is comprised of investment options that invest in bonds, or debt of a company or government entity (including U.S.
+Added: These investment options typically carry more risk than short-term fixed income investment options, but less overall risk than equities.
+Added: (h) This category is comprised of investment options that invest in real estate investment trusts or private equity pools that own real estate.
These long-term investments are primarily in office buildings, industrial parks, apartments or retail complexes.
These investment options typically carry more risk, including liquidity risk, than fixed income investment options.
−Removed: The valuation of plan assets in Level 2 is determined using a market approach based upon quoted prices for similar assets and liabilities in active markets, or other inputs that are observable for substantially the full term of the financial instrument.
−Removed: Level 2 securities primarily include equity and fixed income securities funds.
Benefit Payments
4 unchanged sentences
Therefore, anticipated benefits with respect to these plans will come from the Company’s own assets.
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: Pension Benefits
+Added: Pension Benefits Other
(In thousands)
+Added: 2021 $ 26,629 $ 169
+Added: 2022 16,912 163
+Added: 2023 16,411 156
+Added: 2024 16,043 149
+Added: 2025 15,612 140
+Added: 2026-2030 71,456 555
+Added: Total $ 163,063 $ 1,332
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As required by funding regulations or laws, the Company anticipates contributing $ 7.5 million and $ 0.2 million to its pension and other postretirement plans, respectively, during 2021.
−Removed: Unrecognized Benefit Amounts in Accumulated Other Comprehensive Loss
+Added: Unrecognized Benefit Amounts in Accumulated Other Comprehensive Loss (Gain)
The amounts in accumulated other comprehensive loss that were not recognized as components of net periodic benefits cost and the changes in those amounts are as follows:
−Removed: Pension Benefits
−Removed: Other Benefits
+Added: Pension Benefits Other Benefits
+Added: 2020 2019 2018 2020 2019 2018
(In thousands)
Net actuarial loss (gain), beginning of year $ 58,239 $ 54,343 $ 54,235 $ 91 $ ( 34 ) $ 35
+Added: Amortization ( 1,503 ) ( 1,313 ) ( 1,203 ) — — —
Settlement adjustments ( 3,371 ) ( 3,538 ) — ( 7 ) ( 7 ) 3
1 unchanged sentence
Asset loss (gain) 400 ( 11,982 ) 16,946 — — —
+Added: Net prior service cost 378 — — — — —
+Added: Currency translation loss 2,557 — — — — —
Net actuarial loss (gain), end of year $ 95,522 $ 58,239 $ 54,343 $ 174 $ 91 $ ( 34 )
−Removed: The Company expects to recognize in net pension cost throughout 2020 an actuarial loss of $ 1.6 million that was recorded in accumulated other comprehensive income as of December 29, 2019 .
Risk Management
−Removed: Through its plans, the Company is exposed to many risks, the most significant of which are detailed below:
+Added: Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are detailed below:
Asset volatility.
13 unchanged sentences
large and small cap companies with some global diversification into international entities.
−Removed: The plans are not exposed to significant foreign currency risk.
Remeasurement
The Company remeasures both plan assets and obligations on a quarterly basis.
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
Defined Contribution Plans
The Company sponsors two defined contribution retirement savings plans in the U.S.
−Removed: reportable segment named the Pilgrim’s Pride Retirement Savings Plan (the “RS Plan”) and the To-Ricos Employee Savings, Retirement Plan (the “To-Ricos Plan”).
−Removed: The RS Plan is an IRC Section 401(k) salary deferral plan maintained for certain eligible U.S.
−Removed: Under the RS Plan, eligible U.S.
−Removed: employees may voluntarily contribute a percentage of their compensation.
−Removed: The Company matches up to 30.0 % of the first 2.00 % to 6.00 % of salary based on the salary deferral and compensation levels up to $ 245,000 .
−Removed: The To-Ricos Plan is an IRC Section 1165(e) salary deferral plan maintained for certain eligible Puerto Rico employees.
−Removed: Under the To-Ricos Plan, eligible employees may voluntarily contribute a percentage of their compensation and there are various company matching provisions.
−Removed: The Company maintains three postretirement plans for eligible Mexico employees, as required by Mexico law, which primarily cover termination benefits.
+Added: reportable segment for eligible U.S.
+Added: and Puerto Rico employees.
+Added: The Company maintains three postretirement plans for eligible employees in the Mexico reportable segment, as required by Mexico law, which primarily cover termination benefits.
The Company maintains two defined contribution retirement savings plans in the U.K.
−Removed: and Europe for eligible U.K.
+Added: and Europe reportable segment for eligible U.K.
and Europe employees, as required by U.K.
and Europe law.
−Removed: Salaried employees can contribute up to 3.0 % of salary and the Company matches between 4.0 % and 5.5 % .
−Removed: Weekly employees can contribute up to 1.0 % of wages with a 1.0 % Company match.
The Company’s expenses related to its defined contribution plans totaled $ 14.1 million, $ 13.7 million and $ 11.4 million in 2020, 2019 and 2018, respectively.
−Removed: STOCKHOLDERS’ EQUITY
−Removed: Accumulated Other Comprehensive Loss
−Removed: The following tables provide information regarding the changes in accumulated other comprehensive loss during 2019 and 2018 :
−Removed: Losses Related to Foreign Currency Translation
−Removed: Unrealized Losses on Derivative Financial Instruments Classified as Cash Flow Hedges
−Removed: Losses Related to Pension and Other Postretirement Benefits
−Removed: Unrealized Holding Losses on Available-for-Sale Securities
−Removed: (In thousands)
−Removed: Balance, beginning of year
−Removed: Other comprehensive income (loss)
−Removed: before reclassifications
−Removed: Amounts reclassified from
−Removed: accumulated other comprehensive
−Removed: loss to net income
−Removed: Currency translation
−Removed: Net current year other comprehensive income (loss)
−Removed: Balance, end of year
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: Losses Related to Foreign Currency Translation
−Removed: Unrealized Gains (Losses) on Derivative Financial Instruments Classified as Cash Flow Hedges
−Removed: Losses Related to Pension and Other Postretirement Benefits
−Removed: Unrealized Holding Gains on Available-for-Sale Securities
−Removed: (In thousands)
−Removed: Balance, beginning of year
−Removed: Other comprehensive income (loss)
−Removed: before reclassifications
−Removed: Amounts reclassified from accumulated
−Removed: other comprehensive loss to net income
−Removed: Currency translation
−Removed: Net current year other comprehensive
−Removed: income (loss)
−Removed: Balance, end of year
−Removed: All amounts are net of tax.
−Removed: Amounts in parentheses indicate debits.
−Removed: Details about Accumulated Other Comprehensive Loss Components
−Removed: Amount Reclassified from Accumulated Other Comprehensive Loss (a)
−Removed: Affected Line Item in the Consolidated and Combined Statements of Income
−Removed: (In thousands)
−Removed: Realized loss on settlement of
−Removed: derivative financial instruments
−Removed: classified as cash flow hedges
−Removed: Cost of sales
−Removed: Realized gain on sale of securities
−Removed: Interest income
−Removed: Amortization of pension and other
−Removed: postretirement plan actuarial losses:
−Removed: Union Plan (c)
−Removed: Miscellaneous, net
−Removed: Legacy Gold Kist Plans (b)(c)
−Removed: Miscellaneous, net
−Removed: Total before tax
−Removed: Total reclassification for the period
−Removed: Amounts in parentheses represent debits to results of operations.
−Removed: The Company sponsors the GK Pension Plan, the SERP Plan, the Directors’ Emeriti Plan and the Retiree Life Plan (collectively, the “Legacy Gold Kist Plans”).
−Removed: These accumulated other comprehensive loss components are included in the computation of net periodic pension cost.
−Removed: See “Note 15.
−Removed: Pension and Other Postretirement Benefits” to the Consolidated and Combined Financial Statements.
−Removed: Share Repurchase Program and Treasury Stock
−Removed: On October 31, 2018, the Company’s Board of Directors approved a $ 200.0 million share repurchase authorization.
−Removed: The Company plans to repurchase shares through various means, which may include but are not limited to open market purchases, privately negotiated transactions, the use of derivative instruments and/or accelerated share repurchase programs.
−Removed: The extent to which the Company repurchases its shares and the timing of such repurchases will vary and depend upon market conditions and other corporate considerations, as determined by the Company’s management team.
−Removed: The Company reserves the right to limit or terminate the repurchase program at any time without notice.
−Removed: As of December 29, 2019 , the Company had repurchased approximately 132,000 shares under this program with a market value of approximately $ 3.1 million .
−Removed: The Company accounted for the shares repurchased using the cost method.
−Removed: The Company currently plans to maintain these shares as treasury stock.
−Removed: Capital Contributions to a Subsidiary
−Removed: In December 2018, the stockholders of Gallina Pesada, S.A.P.I.
−Removed: (“GAPESA”), a subsidiary that is controlled, but not wholly owned, by the Company, contributed additional capital to fund a capacity expansion project in southern Mexico.
−Removed: The Company contributed $ 0.6 million of additional capital.
−Removed: This capital contribution was eliminated upon consolidation.
−Removed: The noncontrolling stockholders contributed $ 1.4 million of additional capital.
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: Restrictions on Dividends
−Removed: Both the U.S.
−Removed: Credit Facility and the indentures governing the Company’s senior notes restrict, but do not prohibit, the Company from declaring dividends.
−Removed: Additionally, the Moy Park Multicurrency Revolving Facility Agreement restricts Moy Park’s ability and the ability of certain of Moy Park’s subsidiaries to, among other things, make payments and distributions to the Company.
INCENTIVE COMPENSATION
−Removed: The Company sponsors short-term incentive plans that provides the grant of either cash or share-based bonus awards payable upon achievement of specified performance goals.
+Added: The Company sponsors short-term incentive plans that provides the grant of either cash or stock-based bonus awards payable upon achievement of specified performance goals.
Full-time, salaried exempt employees of the Company's U.S.
−Removed: operations who are selected by the administering committee are eligible to participate in the Pilgrim's Short Term Incentive Plan (“STIP”).
+Added: operations who are selected by the administering committee are eligible to participate in the Pilgrim's Short Term Incentive
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: Plan (“STIP”).
Certain full-time, salaried employees of the Company’s Mexico operations are eligible to participate in the Pilgrim’s Mexico Incentive Plan (“PMIP”).
−Removed: The Company assumed responsibility for the JFC LLC Long-Term Equity Incentive Plan dated January 1, 2014, as amended (the “JFC LTIP”) through its acquisition of GNP on January 6, 2017.
The Company assumed responsibility for the Moy Park Incentive Plan dated January 1, 2013, as amended (the “MPIP”) through its acquisition of Moy Park on September 8, 2017.
−Removed: As of December 29, 2019 , the Company has accrued $ 32.9 million , $ 1.3 million , $ 3.8 million and $ 3.9 million related to cash bonus awards that could potentially be awarded under the STIP, JFC LTIP, MPIP and PMIP, respectively.
+Added: As of December 27, 2020, the Company has accrued $ 27.9 million, $ 3.8 million and $ 2.9 million related to cash bonus awards that could potentially be awarded under the STIP, MPIP and PMIP, respectively.
The Company also sponsors a performance-based, omnibus long-term incentive plan that provides for the grant of a broad range of long-term equity-based and liability-based awards to the Company’s officers and other employees, members of the Board of Directors and any consultants (the “LTIP”).
3 unchanged sentences
Liability-based awards granted under the LTIP are converted into cash shortly after award vesting.
−Removed: Compensation cost to be recognized for a liability-based awards grant is first determined by multiplying the number of awards granted by the closing price of a share of the Company's common stock on the award grant date.
−Removed: However, the compensation cost to be recognized is adjusted at each subsequent milestone date (i.e., forfeiture date, vesting date or financial reporting date) by multiplying the number of awards granted by the closing price of a share of the Company's common stock on the milestone date.
−Removed: As of December 29, 2019 , we have in reserve approximately 3.3 million shares of common stock for future issuance under the LTIP.
−Removed: The LTIP will expire pursuant to its terms on December 28, 2019 and no awards will be granted under the LTIP after that date.
−Removed: On May 1, 2019, the Company's stockholders approved the Pilgrim’s Pride Corporation 2019 Long Term Incentive Plan (the “2019 LTIP”) and reserved 2.0 million shares of common stock for awards under the plan.
−Removed: The 2019 LTIP is intended to replace the expiring plan.
+Added: Compensation cost to be recognized for a liability-based awards grant is first determined by multiplying the number of awards granted by the closing price of a share of PPC’s common stock on the award grant date.
+Added: However, the compensation cost to be recognized is adjusted at each subsequent milestone date (i.e., forfeiture date, vesting date or financial reporting date) by multiplying the number of awards granted by the closing price of a share of PPC’s common stock on the milestone date.
+Added: On May 1, 2019, the Company's stockholders approved the Pilgrim’s Pride Corporation 2019 Long Term Incentive Plan (the “2019 LTIP”), which replaced the expiring Pilgrim’s Pride Corporation 2009 Long-Term Incentive Plan (the “2009 LTIP”).
The 2019 LTIP became effective as of December 28, 2019.
+Added: As of December 27, 2020, we have in reserve approximately 1.8 million shares of common stock for future issuance under the 2019 LTIP.
The following awards were outstanding during 2020:
−Removed: Awards Granted
−Removed: Intended Settlement Method
−Removed: Grant Date Fair Value per Award
−Removed: Milestone Date Fair Value per Award
−Removed: Vesting Condition
−Removed: Awards Forfeited to Date
−Removed: Performance / Service
−Removed: Performance / Service
−Removed: Performance / Service
−Removed: Performance / Service
−Removed: The restricted stock units vest in ratable tranches on December 31, 2018, December 31, 2019 and December 31, 2020.
+Added: Benefit Plan Award Type Grant Date Grant Date Fair Value per Award Vesting Condition Vesting Date Intended Settlement Method Milestone Date Fair Value per Award Awards Granted Performance
+Added: Award Adjustment Awards Forfeited to Date
+Added: 2009 LTIP RSU 3/1/2018 $ 24.93 Service (a) Stock NA 163,764 — ( 51,473 )
+Added: 2009 LTIP RSU 3/1/2018 $ 24.93 Performance/Service (b) Stock NA 217,253 ( 53,381 ) ( 78,449 )
+Added: 2009 LTIP RSU 3/1/2018 $ 24.93 Performance/Service (c) Cash $ 19.35 66,272 ( 17,863 ) ( 15,235 )
+Added: 2009 LTIP RSU 5/10/2018 $ 21.54 Service (d) Stock NA 8,358 — —
+Added: 2009 LTIP RSU 1/7/2019 $ 16.47 Performance/Service (e) Stock NA 414,620 39,620 ( 137,413 )
+Added: 2009 LTIP RSU 1/7/2019 $ 16.47 Performance/Service (f) Cash $ 19.35 109,654 13,705 —
+Added: 2009 LTIP RSU 4/30/2019 $ 26.91 Service 7/1/2020 Cash $ 15.12 200,000 — —
+Added: 2009 LTIP RSU 4/30/2019 $ 26.91 Performance/Service (g) Stock NA 470,000 — ( 470,000 )
+Added: 2009 LTIP RSU 5/24/2019 $ 27.86 Service (d) Stock NA 11,170 — —
+Added: 2019 LTIP RSU 1/8/2020 $ 30.94 Performance/Service (h) Stock NA 195,140 — ( 33,729 )
+Added: 2019 LTIP RSU 1/8/2020 $ 30.94 Performance/Service (i) Cash $ 19.35 121,310 — —
+Added: 2019 LTIP RSU 4/29/2020 $ 22.01 Service (d) Stock NA 13,630 — —
+Added: (a) The restricted stock units vest in ratable tranches on December 31, 2018, December 31, 2019 and December 31, 2020.
Expected compensation cost related to these units totals $ 2.8 million based on a closing stock price for the Company’s common stock of $ 24.93 per share on March 1, 2018.
Compensation cost will be amortized to profit/loss over the remaining vesting period.
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: The restricted stock units vest in ratable tranches on December 31, 2019, December 31, 2020 and December 31, 2021.
+Added: (b) The restricted stock units vest in ratable tranches on December 31, 2019, December 31, 2020 and December 31, 2021.
Expected compensation cost related to these units totals $ 2.1 million based on a closing stock price for the Company’s common stock of $ 24.93 per share on March 1, 2018.
Compensation cost will be amortized to profit/loss over the remaining vesting period.
−Removed: The restricted stock units vest in ratable tranches on December 31, 2019, December 31, 2020 and December 31, 2021.
+Added: (c) The restricted stock units vest in ratable tranches on December 31, 2019, December 31, 2020 and December 31, 2021.
Expected compensation cost related to these units totals $ 0.6 million based on a closing stock price for the Company's common stock of $ 19.35 per share on December 27, 2020.
Compensation cost will be amortized to profit/loss over the remaining vesting period.
−Removed: These restricted stock units were granted to the non-employees who currently serve on the Company's Board of Directors.
+Added: (d) These restricted stock units were granted to the non-employees who currently serve on the Company's Board of Directors.
Each participating director's units will vest upon his departure from the Company's Board of Directors.
Compensation cost was recognized in profit/loss upon the grant date.
−Removed: If performance conditions related to the Company's 2019 operating results are satisfied, the restricted stock units vest in ratable tranches on December 31, 2020, December 31, 2021 and December 31, 2022.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (e) The restricted stock units vest in ratable tranches on December 31, 2020, December 31, 2021 and December 31, 2022.
Expected compensation cost related to these units totals $ 5.2 million based on a closing stock price for the Company's common stock of $ 16.47 per share on January 7, 2019.
−Removed: Compensation cost will be amortized to profit/loss upon satisfaction of the performance conditions over the remaining vesting period.
−Removed: If performance conditions related to the Company's 2019 operating results are satisfied, the restricted stock units vest in ratable tranches on December 31, 2020, December 31, 2021 and December 31, 2022.
+Added: Compensation cost will be amortized to profit/loss over the remaining vesting period.
+Added: (f) The restricted stock units vest in ratable tranches on December 31, 2020, December 31, 2021 and December 31, 2022.
Expected compensation cost related to these units totals $ 2.1 million based on a closing stock price for the Company's common stock of $ 19.35 per share on December 27, 2020.
Compensation cost will be amortized to profit/loss upon satisfaction of the performance conditions over the remaining vesting period.
−Removed: If performance conditions related to the Company's 2019 free cash flow results are satisfied, the restricted stock units vest in ratable tranches on July 1, 2022, July 1 2023, and July 1, 2024.
−Removed: Expected compensation cost related to these units totals $ 6.3 million based on a closing price for the Company's common stock of $ 26.91 per share on April 30, 2019 .
+Added: (g) The restricted stock units were cancelled in their entirety by the Company's Board of Directors on December 8, 2020.
+Added: (h) If performance conditions related to the Company's 2020 operating results are satisfied, the restricted stock units vest in ratable tranches on December 31, 2021, December 31, 2022 and December 31, 2023.
+Added: Expected compensation cost related to these units totals $ 5.0 million based on a closing stock price for the Company's common stock of $ 30.94 per share on January 8, 2020.
Compensation cost will be amortized to profit/loss upon satisfaction of the performance conditions over the remaining vesting period.
−Removed: Currently, management assumes a 50 % probability that the performance conditions will be satisfied.
−Removed: Compensation costs and the income tax benefit recognized for our share-based compensation arrangements are included below:
+Added: (i) If performance conditions related to the Company's 2020 operating results are satisfied, the restricted stock units vest in ratable tranches on December 31, 2021, December 31, 2022 and December 31, 2023.
+Added: Expected compensation cost related to these units totals $ 3.8 million based on a closing stock price for the Company's common stock of $ 30.94 per share on December 27, 2020.
+Added: Compensation cost will be amortized to profit/loss upon satisfaction of the performance conditions over the remaining vesting period.
+Added: Compensation costs and the income tax benefit recognized for our stock-based compensation arrangements are included below:
+Added: 2020 2019 2018
(In thousands)
2 unchanged sentences
Selling, general and administrative expense 1,938 9,671 12,764
+Added: Total cost 2,776 10,132 13,153
Income tax benefit 676 2,466 3,202
+Added: Net cost $ 2,100 $ 7,666 $ 9,951
Liability-based awards compensation cost:
1 unchanged sentence
Income tax benefit 263 163 —
+Added: Net cost $ 818 $ 508 $ —
The Company’s RSU activity is included below:
−Removed: Weighted Average Milestone Date Fair Value (a)
−Removed: Weighted Average Milestone Date Fair Value (a)
−Removed: Weighted Average Milestone Date Fair Value (a)
+Added: 2020 2019 2018
+Added: Number Weighted Average Milestone Date Fair Value (a)
+Added: Number Weighted Average Milestone Date Fair Value (a)
+Added: Number Weighted Average Milestone Date Fair Value (a)
(In thousands, except weighted average fair values)
Equity-based RSUs:
−Removed: Outstanding at beginning of period
+Added: Outstanding at beginning of year 926 $ 24.04 1,069 $ 22.97 389 $ 18.39
Transferred to liability-based awards ( 200 ) 26.91 ( 36 ) 24.67 — —
−Removed: Outstanding at end of period
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: Weighted Average Milestone Date Fair Value (a)
−Removed: Weighted Average Milestone Date Fair Value (a)
−Removed: Weighted Average Milestone Date Fair Value (a)
+Added: Granted 249 28.14 843 22.01 1,114 23.05
+Added: Vested ( 66 ) 24.93 ( 723 ) 22.08 — —
+Added: Forfeited ( 325 ) 25.95 ( 227 ) 21.51 ( 434 ) 19.06
+Added: Outstanding at end of year 584 $ 22.12 926 $ 24.04 1,069 $ 22.97
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: 2020 2019 2018
+Added: Number Weighted Average Milestone Date Fair Value (a)
+Added: Number Weighted Average Milestone Date Fair Value (a)
+Added: Number Weighted Average Milestone Date Fair Value (a)
(In thousands, except weighted average fair values)
Liability-based RSUs:
−Removed: Outstanding at beginning of period
+Added: Outstanding at beginning of year 143 $ 32.97 — $ — — $ —
Transferred from equity-based awards 200 26.91 36 14.77 — —
−Removed: Outstanding at end of period
−Removed: The milestone date fair value is either the closing price of the Company’s common stock on the grant date for equity-based awards or the closing price of a share of the Company's common stock on the respective milestone date for cash-based liability-based awards (i.e., grant date, vesting date, forfeiture date or financial reporting date).
+Added: Granted 135 29.47 110 16.47 — —
+Added: Vested ( 211 ) 16.04 ( 3 ) 26.86 — —
+Added: Forfeited — — — — — —
+Added: Outstanding at end of year 267 $ 19.35 143 $ 32.97 — $ —
+Added: (a) The milestone date fair value is either the closing price of the Company’s common stock on the grant date for equity-based awards or the closing price of a share of the Company's common stock on the respective milestone date for cash-based liability-based awards (i.e., grant date, vesting date, forfeiture date or financial reporting date).
The total fair values of equity-based awards and liability-based awards vested during 2020 were $ 2.5 million and $ 3.0 million, respectively.
−Removed: No awards vested during 2018 .
+Added: The total fair values of equity-based awards and liability-based awards vested during 2019 were $ 14.0 million and $ 0.1 million, respectively.
As of December 27, 2020, the total unrecognized compensation cost related to all nonvested equity-based awards was $ 5.1 million.
3 unchanged sentences
Historically, we have issued new shares to satisfy equity-based award conversions.
−Removed: RESTRUCTURING-RELATED ACTIVITIES
−Removed: In 2018, the Company elected to close its 40 North Foods product incubator operation located in Boulder, Colorado.
−Removed: Implementation of this restructuring initiative is expected to result in total pre-tax charges of approximately $ 0.6 million , and approximately $ 0.5 million of these charges are estimated to result in cash outlays.
−Removed: These activities were initiated in the second quarter of 2018 and were substantially completed in the third quarter of 2019.
−Removed: In 2017, the Company initiated a restructuring initiative to capitalize on cost-saving opportunities within its GNP operations located in Luverne, Minnesota and St.
−Removed: Cloud, Minnesota.
−Removed: Implementation of the initiative is expected to result in total pre-tax charges of approximately $ 6.2 million , and approximately $ 4.3 million of these charges are estimated to result in cash outlays.
−Removed: These activities initiated in the first quarter of 2017 and are expected to be substantially completed by the second quarter of 2020.
−Removed: The following table provides a summary of our estimates of costs associated with these restructuring initiatives by major type of cost:
−Removed: 40 North Foods
−Removed: Total Estimated Amount Expected to be Incurred
−Removed: (In thousands)
−Removed: Employee termination benefits
−Removed: Inventory adjustments
−Removed: Asset impairments
−Removed: Other, net (a)
−Removed: Comprised of other costs directly related to the restructuring initiatives, including prepaid software impairment, St.
−Removed: Cloud, Minnesota office lease costs, Luverne, Minnesota plant closure costs, and Boulder, Colorado office lease costs.
−Removed: During 2019, the Company recognized the following expenses (income) and paid (received) the following cash related to each restructuring initiative:
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: Expenses (Income)
−Removed: Cash Outlays (Receipts)
−Removed: (In thousands)
−Removed: 40 North Foods - Other, net
−Removed: GNP - Employee termination benefits
−Removed: These expenses (income) are reported in the line item Administrative restructuring activities on the Consolidated and Combined Statements of Income and are recognized in the U.S.
−Removed: reportable segment.
−Removed: The following table reconciles liabilities and reserves associated with each restructuring initiative from initiative inception to December 29, 2019 .
−Removed: Ending liability balances for employee termination benefits and other charges are reported in the line item Accrued expenses and other current liabilities in our Consolidated Balance Sheets.
−Removed: The ending reserve balance for inventory impairments is reported in the line item Inventories in our Consolidated Balance Sheets.
−Removed: 40 North Foods
−Removed: Employee Termination Benefits
−Removed: Employee Termination Benefits
+Added: FAIR VALUE MEASUREMENTS
+Added: Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.
+Added: Assets and liabilities measured at fair value must be categorized into one of three different levels depending on the assumptions (i.e., inputs) used in the valuation:
+Added: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities;
+Added: Level 2 Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability;
+Added: Level 3 Unobservable inputs, such as discounted cash flow models or valuations.
+Added: The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement in its entirety.
+Added: As of December 27, 2020 and December 29, 2019, the Company held derivative assets and liabilities that were required to be measured at fair value on a recurring basis.
+Added: Derivative assets and liabilities consist of long and short positions on exchange-traded commodity futures instruments, foreign currency forward contracts to manage translation and remeasurement risk and interest rate swap instruments.
+Added: The following items were measured at fair value on a recurring basis:
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: December 27, 2020 December 29, 2019
+Added: Level 1 Total Level 1 Total
+Added: (In thousands) (In thousands)
+Added: Commodity futures instruments $ 13,285 $ 13,285 $ 4,147 $ 4,147
+Added: Commodity options instruments 10,774 10,774 906 906
+Added: Foreign currency instruments 2,204 2,204 426 426
+Added: Commodity futures instruments ( 4,496 ) ( 4,496 ) ( 4,797 ) ( 4,797 )
+Added: Commodity options instruments ( 2,035 ) ( 2,035 ) ( 633 ) ( 633 )
+Added: Foreign currency instruments ( 428 ) ( 428 ) ( 5,400 ) ( 5,400 )
+Added: Interest rate swap instrument ( 640 ) ( 640 ) — —
+Added: Derivative Financial Instruments” for additional information.
+Added: The valuation of financial assets and liabilities classified in Level 1 is determined using a market approach, taking into account current interest rates, creditworthiness, and liquidity risks in relation to current market conditions, and is based upon unadjusted quoted prices for identical assets in active markets.
+Added: The valuation of financial assets and liabilities in Level 2 is determined using a market approach based upon quoted prices for similar assets and liabilities in active markets or other inputs that are observable for substantially the full term of the financial instrument.
+Added: The valuation of financial assets in Level 3 is determined using an income approach based on unobservable inputs such as discounted cash flow models or valuations.
+Added: For each class of assets and liabilities not measured at fair value in the Consolidated Balance Sheets but for which fair value is disclosed, the Company is not required to provide the quantitative disclosure about significant unobservable inputs used in fair value measurements categorized within Level 3 of the fair value hierarchy.
+Added: In addition to the fair value disclosure requirements related to financial instruments carried at fair value, accounting standards require interim disclosures regarding the fair value of all of the Company’s financial instruments.
+Added: The methods and significant assumptions used to estimate the fair value of financial instruments and any changes in methods or significant assumptions from prior periods are also required to be disclosed.
+Added: The carrying amounts and estimated fair values of our fixed-rate debt obligation recorded in the Consolidated Balance Sheets consisted of the following:
+Added: December 27, 2020 December 29, 2019
+Added: Value Carrying
(In thousands)
−Removed: Restructuring charges incurred
−Removed: Cash payments and disposals
−Removed: Liability or reserve as of December 31, 2017
−Removed: Restructuring charges incurred
−Removed: Restructuring income recognized
−Removed: Cash payments and disposals
−Removed: Cash received
−Removed: Liability or reserve as of December 30, 2018
−Removed: Restructuring income recognized
−Removed: Cash payments and disposals
−Removed: Cash received
−Removed: Liability or reserve as of December 29, 2019
+Added: Fixed-rate senior notes payable at 5.75 %, at Level 1 inputs
+Added: $ ( 1,001,693 ) $ ( 1,024,510 ) $ ( 1,002,095 ) $ ( 1,034,200 )
+Added: Fixed-rate senior notes payable at 5.875 %, at Level 1 inputs
+Added: ( 845,149 ) ( 911,957 ) ( 844,433 ) ( 919,505 )
+Added: Secured loans, at Level 3 inputs ( 38 ) ( 38 ) ( 948 ) ( 939 )
+Added: See “Note 13.
+Added: Debt” for additional information.
+Added: The carrying amounts of our cash and cash equivalents, derivative trading accounts' margin cash, restricted cash and cash equivalents, accounts receivable, accounts payable and certain other liabilities approximate their fair values due to their relatively short maturities.
+Added: Derivative assets were recorded at fair value based on quoted market prices and are included in the line item Prepaid expenses and other current assets on the Consolidated Balance Sheets.
+Added: Derivative liabilities were recorded at fair value based on quoted market prices and are included in the line item Accrued expenses and other current liabilities on the Consolidated Balance Sheets.
+Added: The fair values of the Company’s Level 1 fixed-rate debt obligation was based on the quoted market price at December 27, 2020 or December 29, 2019, as applicable.
+Added: The fair value of the Company’s Level 3 fixed-rate debt obligation was based on discounted cash flow using weighted average cost of capital of 0.5 % as of December 27, 2020 and ranging from 0.5 % to 3.6 % as of December 29, 2019.
+Added: In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company records certain assets and liabilities at fair value on a nonrecurring basis.
+Added: Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges when required by U.S.
+Added: There were no significant fair value measurement losses recognized for such assets and liabilities in the periods reported.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
RELATED PARTY TRANSACTIONS
Pilgrim's has been and, in some cases, continues to be a party to certain transactions with affiliated companies.
+Added: December 27, 2020 December 29, 2019 December 30, 2018
(In thousands)
1 unchanged sentence
JBS USA Food Company (a)
+Added: $ 14,228 $ 14,108 $ 13,843
JBS Five Rivers — — 7,096
1 unchanged sentence
JBS Chile Ltda.
−Removed: J&F Investimentos Ltd.
Combo, Mercado de Congelados 887 207 159
−Removed: Seara International Ltd.
+Added: JBS Australia Pty.
Total sales to related parties $ 17,880 $ 14,938 $ 21,158
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
+Added: December 27, 2020 December 29, 2019 December 30, 2018
(In thousands)
1 unchanged sentence
JBS USA Food Company (a)
+Added: $ 142,615 $ 134,790 $ 117,596
Seara Meats B.V.
+Added: 8,138 22,797 36,223
JBS Aves Ltda.
−Removed: Seara Internatonal Ltd.
JBS Toledo NV 155 307 445
1 unchanged sentence
Total cost of goods purchased from related parties $ 151,582 $ 158,064 $ 155,408
+Added: December 27, 2020 December 29, 2019 December 30, 2018
+Added: (In thousands)
Expenditures paid by related parties:
JBS USA Food Company (b)
+Added: $ 39,025 $ 32,161 $ 62,189
JBS Chile Ltda.
Seara Food Europe Holdings 9 77 —
−Removed: Seara Alimentos
Total expenditures paid by related parties $ 39,034 $ 32,244 $ 62,222
+Added: December 27, 2020 December 29, 2019 December 30, 2018
+Added: (In thousands)
Expenditures paid on behalf of related parties:
JBS USA Food Company (b)
+Added: $ 16,266 $ 9,103 $ 9,192
Seara International Ltd.
−Removed: Seara Meats B.V.
−Removed: Rigamonti Salumificio S.P.A.
Total expenditures paid on behalf of related parties $ 16,266 $ 9,103 $ 9,407
+Added: December 27, 2020 December 29, 2019 December 30, 2018
+Added: (In thousands)
Other related party transactions:
−Removed: Capital contribution (distribution) under tax sharing agreement (c)
+Added: Capital distribution under tax sharing agreement (c)
+Added: $ 650 $ — $ 525
Total other related party transactions $ 650 $ — $ 525
−Removed: December 29, 2019
−Removed: December 30, 2018
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: December 27, 2020 December 29, 2019
(In thousands)
2 unchanged sentences
JBS Chile Ltda.
−Removed: Combo, Mercado de Congelados
−Removed: Seara International Ltda.
+Added: JBS Australia Pty.
Total accounts receivable from related parties $ 1,084 $ 944
+Added: December 27, 2020 December 29, 2019
+Added: (In thousands)
Accounts payable to related parties:
JBS USA Food Company (a)
+Added: $ 8,562 $ 2,826
JBS Global UK Ltd.
2 unchanged sentences
Total accounts payable to related parties $ 9,650 $ 3,819
−Removed: The Company routinely execute transactions to both purchase products from JBS USA Food Company (“JBS USA”) and sell products to them.
−Removed: As of December 29, 2019 and December 30, 2018 , the outstanding payable to JBS USA was $ 2.8 million and $ 5.1 million , respectively.
−Removed: As of December 29, 2019 and December 30, 2018 , the outstanding receivable from JBS USA was $ 0.6 million and $ 1.2 million , respectively.
+Added: (a) The Company routinely execute transactions to both purchase products from JBS USA Food Company (“JBS USA”) and sell products to them.
As of December 27, 2020, approximately $ 1.5 million of goods from JBS USA were in transit and not reflected on our Consolidated Balance Sheets.
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: 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.
+Added: (b) 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.
3 unchanged sentences
This agreement expires on December 31, 2021.
−Removed: The Company entered into a tax sharing agreement during 2014 with JBS USA Holdings effective for tax years starting in 2010.
+Added: (c) The Company entered into a tax sharing agreement during 2014 with JBS USA Holdings effective for tax years starting in 2010.
+Added: The net tax payable for tax year 2020 was accrued in 2020 and will be paid in 2021.
The net tax payable for tax year 2018 was accrued in 2018 and was paid in 2019.
−Removed: The net tax receivable for tax year 2017 was accrued in 2017 and was paid in 2018.
−Removed: The net tax receivable for tax year 2016 was accrued in 2016 and paid in January 2017.
+Added: REPORTABLE SEGMENTS
+Added: The Company operates in three reportable segments:
+Added: and Europe and Mexico.
+Added: The Company measures segment profit as operating income.
+Added: Corporate expenses are allocated to the Mexico and U.K.
+Added: and Europe reportable segments based upon various apportionment methods for specific expenditures incurred related thereto with the remaining amounts allocated to the U.S.
+Added: reportable segment.
+Added: We conduct separate operations in the continental U.S.
+Added: and in Puerto Rico.
+Added: For segment reporting purposes, the Puerto Rico operations are included in the U.S.
+Added: reportable segment.
+Added: The chicken products processed by the U.S.
+Added: reportable segment are sold to foodservice, retail and frozen entrée customers.
+Added: The segment’s primary distribution is through retailers, foodservice distributors and restaurants.
+Added: and Europe reportable segment processes primarily chicken and pork products that are sold to foodservice, retail and frozen entrée customers.
+Added: The segment’s primary distribution is through retailers, foodservice distributors and restaurants.
+Added: The chicken products processed by the Mexico reportable segment are sold to foodservice, retail and frozen entrée customers.
+Added: The segment’s primary distribution is through retailers, foodservice distributors and restaurants.
+Added: Additional information regarding reportable segments is as follows:
+Added: December 27, 2020 (a)
+Added: December 29,2019 (b)
+Added: December 30, 2018 (c)
+Added: (In thousands)
+Added: $ 7,496,017 $ 7,636,716 $ 7,425,661
+Added: and Europe 3,274,292 2,383,793 2,148,666
+Added: Mexico 1,321,592 1,388,710 1,363,457
+Added: Total $ 12,091,901 $ 11,409,219 $ 10,937,784
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (a) For the year 2020, the United States reportable segment had intercompany sales to the Mexico reportable segment of $ 210.6 million.
+Added: These sales consisted of fresh products, prepared products and grain.
+Added: (b) For the year 2019, the United States reportable segment had intercompany sales to the Mexico reportable segment of $ 188.9 million.
+Added: These sales consisted of fresh products, prepared products and grain.
+Added: (c) For the year 2018, the United States reportable segment had intercompany sales to the Mexico reportable segment of $ 100.7 million.
+Added: These sales consisted of fresh products, prepared products and grain.
+Added: December 27, 2020 December 29, 2019 December 30, 2018
+Added: (In thousands)
+Added: Operating income
+Added: $ 69,377 $ 487,275 $ 291,381
+Added: and Europe 102,734 79,182 84,524
+Added: Mexico 72,879 124,015 119,649
+Added: Elimination 473 96 132
+Added: Total operating income 245,463 690,568 495,686
+Added: Interest expense, net of capitalized interest 126,118 132,630 162,812
+Added: Interest income ( 7,305 ) ( 14,277 ) ( 13,811 )
+Added: Foreign currency transaction loss 760 6,917 17,160
+Added: Gain on bargain purchase 3,746 ( 56,880 ) —
+Added: Miscellaneous, net ( 39,681 ) 4,633 ( 2,702 )
+Added: Income before income taxes 161,825 617,545 332,227
+Added: Income tax expense 66,755 161,009 85,423
+Added: Net income $ 95,070 $ 456,536 $ 246,804
+Added: December 27, 2020 December 29, 2019 December 30, 2018
+Added: (In thousands)
+Added: Depreciation and amortization:
+Added: $ 218,244 $ 207,584 $ 196,079
+Added: and Europe 92,673 60,499 50,586
+Added: Mexico 26,187 19,147 27,423
+Added: Total $ 337,104 $ 287,230 $ 274,088
+Added: December 27, 2020 December 29, 2019 December 30, 2018
+Added: (In thousands)
+Added: Capital expenditures:
+Added: $ 264,149 $ 269,609 $ 257,913
+Added: and Europe 77,597 58,795 58,334
+Added: Mexico 13,016 19,716 32,419
+Added: Total $ 354,762 $ 348,120 $ 348,666
+Added: December 27, 2020 December 29, 2019
+Added: (In thousands)
+Added: Total assets:
+Added: $ 5,189,021 $ 5,207,282
+Added: and Europe 3,034,219 2,824,382
+Added: Mexico 1,212,428 1,020,331
+Added: Eliminations ( 1,961,171 ) ( 1,949,631 )
+Added: Total $ 7,474,497 $ 7,102,364
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: December 27, 2020 December 29, 2019 December 30, 2018
+Added: (In thousands)
+Added: Net sales to customers by customer location:
+Added: $ 7,190,809 $ 7,355,631 $ 7,173,280
+Added: Europe 3,225,717 2,363,017 2,134,822
+Added: Mexico 1,350,588 1,437,081 1,411,727
+Added: Asia-Pacific 252,573 175,898 159,515
+Added: Canada, Caribbean and Central America 30,792 31,808 26,450
+Added: Africa 25,321 28,400 21,286
+Added: South America 16,101 17,384 10,704
+Added: Total $ 12,091,901 $ 11,409,219 $ 10,937,784
+Added: December 27, 2020 December 29, 2019
+Added: (In thousands)
+Added: Long-lived assets (a) :
+Added: $ 1,815,460 $ 1,789,530
+Added: and Europe 842,049 801,887
+Added: Mexico 292,651 306,413
+Added: Eliminations ( 3,783 ) ( 4,256 )
+Added: Total $ 2,946,377 $ 2,893,574
+Added: (a) For this disclosure, we exclude financial instruments, deferred tax assets and intangible assets in accordance with ASC 280-10-50-41, Segment Reporting .
+Added: Long-lived assets, as used in ASC 280-10-50-41, implies hard assets that cannot be readily removed.
+Added: The following table sets forth net sales attributable to each of our primary product lines and markets served with those products.
+Added: We based the table on our internal sales reports and their classification of products.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: December 27, 2020 December 29, 2019 December 30, 2018
+Added: (In thousands)
+Added: Fresh $ 6,137,265 $ 6,214,954 $ 5,959,458
+Added: Prepared 714,563 842,365 773,983
+Added: Exports 306,478 282,791 258,732
+Added: chicken 7,158,306 7,340,110 6,992,173
+Added: and Europe chicken:
+Added: Fresh 863,670 918,852 925,124
+Added: Prepared 751,196 817,292 865,864
+Added: Exports 227,224 262,041 303,921
+Added: and Europe chicken 1,842,090 1,998,185 2,094,909
+Added: Mexico chicken:
+Added: Fresh 1,210,952 1,245,976 1,252,403
+Added: Prepared 66,572 95,733 76,860
+Added: Total Mexico chicken 1,277,524 1,341,709 1,329,263
+Added: Total chicken 10,277,920 10,680,004 10,416,345
+Added: and Europe pork:
+Added: Fresh 730,703 135,985 —
+Added: Prepared 486,290 134,426 —
+Added: Exports 70,190 16,174 —
+Added: and Europe pork 1,287,183 286,585 —
+Added: Other products:
+Added: 337,711 296,606 433,488
+Added: and Europe 145,019 99,023 53,757
+Added: Mexico 44,068 47,001 34,194
+Added: Total other products 526,798 442,630 521,439
+Added: Total net sales $ 12,091,901 $ 11,409,219 $ 10,937,784
COMMITMENTS AND CONTINGENCIES
The Company is a party to many routine contracts in which it provides general indemnities in the normal course of business to third parties for various risks.
−Removed: Among other considerations, the Company has not recorded a liability for any of these indemnities because, based upon the likelihood of payment, the fair value of such indemnities would not have a material impact on our financial condition, results of operations and cash flows.
+Added: Among other considerations, the Company has not recorded a liability for any of these indemnities because, based upon the likelihood of payment, the fair value of such indemnities would not have a material impact on its financial condition, results of operations and cash flows.
Purchase Obligations
The Company will sometimes enter into noncancelable contracts to purchase capital equipment and certain commodities such as corn, soybean meal, wheat and electricity.
−Removed: As of December 29, 2019 , the Company was party to outstanding purchase contracts totaling $ 328.6 million payable in 2020 .
−Removed: There were no outstanding purchase contracts in 2021.
+Added: As of December 27, 2020, the Company was party to outstanding purchase contracts totaling $ 450.4 million payable in 2021 and $ 0.2 million payable in 2022.
+Added: There were no outstanding purchase contracts in 2023 and thereafter.
Operating Leases
1 unchanged sentence
Financial Instruments
−Removed: The Company’s loan agreements generally obligate the Company to reimburse the applicable lender for incremental increased costs due to a change in law that imposes (1) any reserve or special deposit requirement against assets of, deposits with or credit extended by such lender related to the loan, (2) any tax, duty or other charge with respect to the loan (except standard income tax) or (3) capital adequacy requirements.
+Added: The Company’s loan agreements generally obligate the Company to reimburse the applicable lender for incremental increased costs due to a change in law that imposes (1) any reserve or special deposit requirement against assets of, deposits
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: with or credit extended by such lender related to the loan, (2) any tax, duty or other charge with respect to the loan (except standard income tax) or (3) capital adequacy requirements.
In addition, some of the Company’s loan agreements contain a withholding tax provision that requires the Company to pay additional amounts to the applicable lender or other financing party, generally if withholding taxes are imposed on such lender or other financing party as a result of a change in the applicable tax law.
4 unchanged sentences
however, the ultimate liability for these matters is uncertain, and if significantly different than the amounts accrued, the ultimate outcome could have a material effect on the financial condition or results of operations of the Company.
−Removed: For a discussion of the material legal proceedings and claims, see Part I, Item 3.
−Removed: “Legal Proceedings.” Below is a summary of some of these material proceedings and claims.
−Removed: The Company believes it has substantial defenses to the claims made and intends to vigorously defend these cases.
+Added: For a discussion of material legal proceedings and claims, see Part II, Item 1.
+Added: “Legal Proceedings.” The Company believes it has substantial defenses to the claims made in the pending litigations described below and intends to vigorously defend these cases.
Tax Claims and Proceedings
During 2014 and 2015 the Mexican tax authorities opened a review of Avícola Pilgrim’s Pride de Mexico, S.A.
−Removed: (“APPM”) in regards to tax years 2009 and 2010, respectively.
−Removed: In both instances, the Mexican Tax Authorities claim that controlled company status did not exist for certain subsidiaries because APPM did not own 50% of the shares in voting rights of Incubadora Hidalgo, S.
+Added: (“PPC Mexico”) in regards to tax years 2009 and 2010, respectively.
+Added: In both instances, the Mexican tax authorities claim that controlled company status did not exist for certain subsidiaries because PPC Mexico did not own 50% of the shares in voting rights of Incubadora Hidalgo, S.
de R.L de C.V.
−Removed: and Commercializadora de Carnes de México S.
+Added: and Comercializadora de Carnes de México S.
de R.L de C.V.
(both in 2009) and Pilgrim’s Pride, S.
−Removed: As a result, APPM should have considered dividends paid out of these subsidiaries partially taxable since a portion of the dividend amount was not paid from the net tax profit account (CUFIN).
−Removed: APPM is currently appealing.
+Added: As a result, PPC Mexico should have considered dividends paid out of these subsidiaries partially taxable since a portion of the dividend amount was not paid from the net tax profit account ( CUFIN ).
+Added: PPC Mexico is currently appealing.
Amounts under appeal are $ 24.3 million and $ 16.1 million for tax years 2009 and 2010, respectively.
No loss has been recorded for these amounts at this time.
−Removed: Other Claims and Proceedings
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
+Added: In re Broiler Chicken Antitrust Litigation
Between September 2, 2016 and October 13, 2016, a series of purported federal class action lawsuits styled as In re Broiler Chicken Antitrust Litigation, Case No.
1:16-cv-08637 were filed with the U.S.
−Removed: District Court for the Northern District of Illinois against PPC and 13 other producers by and on behalf of direct and indirect purchasers of broiler chickens alleging violations of federal and state antitrust and unfair competition laws.
+Added: District Court for the Northern District of Illinois (the “Illinois Court”) against PPC and 19 other defendants by and on behalf of direct and indirect purchasers of broiler chickens alleging violations of federal and state antitrust and unfair competition laws.
The complaints seek, among other relief, treble damages for an alleged conspiracy among defendants to reduce output and increase prices of broiler chickens from the period of January 2008 to the present.
The class plaintiffs have filed three consolidated amended complaints:
−Removed: one on behalf of direct purchasers and two on behalf of distinct groups of indirect purchasers.
−Removed: Between December 8, 2017 and October 22, 2019, 32 individual direct action complaints (Affiliated Foods, Inc., et al.
−Removed: Claxton Poultry Farms, Inc., et al., Case No.
−Removed: 1:17-cv-08850;
−Removed: Tyson Foods Inc., et al., Case No.
−Removed: 1:18-cv-00700;
−Removed: Tyson Foods Inc., et al., Case No.
−Removed: 1:18-cv-00702;
−Removed: Action Meat Distributors, Inc., et al.
−Removed: Claxton Poultry Farms, Inc., et al., Case No.
−Removed: 1:18-cv-03471;
−Removed: Jetro Holdings, LLC v.
−Removed: Tyson Foods, Inc., et al., Case No.
−Removed: 1:18-cv-04000;
−Removed: Associated Grocers of the South, Inc., et al.
−Removed: Tyson Foods, Inc., et al., Case No.
−Removed: 1:18-cv-4616;
−Removed: The Kroger Co., et al.
−Removed: Tyson Foods, Inc., et al., Case No.
−Removed: 1:18-cv-04534;
−Removed: Ahold Delhaize USA, Inc.
−Removed: Koch Foods, Inc., et al., Case No.
−Removed: 1:18-cv-05351;
−Removed: Samuels as Trustee In Bankruptcy for Central Grocers, Inc.
−Removed: Fries, Inc., d/b/a Claxton Poultry Farms, Inc.
−Removed: et al., Case No.
−Removed: 1:18-cv-05341;
−Removed: Lee Flowers & Company, Inc.
−Removed: Fries, Inc., d/b/a Claxton Poultry Farms, Inc.
−Removed: et al., Case No.
−Removed: 1:18-cv-05345;
−Removed: BJ's Wholesale Club, Inc.
−Removed: Tyson Foods, Inc., et al., Case No.
−Removed: 1:18-cv-05877;
−Removed: United Supermarkets LLC, et al.
−Removed: Tyson Foods Inc., et al., Case No.
−Removed: 1:18-cv-06693;
−Removed: Associated Wholesale Grocers, Inc.
−Removed: Koch Foods, Inc., et al., Case No.
−Removed: 1:18-cv-06316 (transferred from the U.S.
−Removed: District Court for the District of Kansas on September 17, 2018, following Defendants’ successful motion to transfer);
−Removed: Shamrock Foods Company, et al.
−Removed: Tyson Foods, Inc., et al., Case No.
−Removed: 1:18-cv-7284;
−Removed: Winn-Dixie Stores, Inc., et al.
−Removed: Koch Foods, Inc., et al., Case No.
−Removed: 1:18-cv-00245;
−Removed: Quirch Foods, LLC, f/k/a Quirch Foods Co.
−Removed: Koch Foods, Inc., et al., Case No.
−Removed: 1:18-cv-08511;
−Removed: Sherwood Food Distributors, L.L.C., et al.
−Removed: Tyson Foods, Inc., et al., Case No.
−Removed: 1:19-cv-00354, Hooters of America, LLC v.
−Removed: Tyson Foods, Inc., et al., Case No.
−Removed: 1:19-cv-00390, Darden Restaurants, Inc.
−Removed: Tyson Foods, Inc., et al., Case No.
−Removed: 1:19-cv-00530;
−Removed: Associated Grocers, Inc., et al.
−Removed: Fries, Inc., d/b/a Claxton Poultry Farms, et al., Case No.
−Removed: 1:19-cv-00638;
−Removed: Checkers Drive-In Restaurants, Inc.
−Removed: Tyson Foods, Inc., et al., Case No.
−Removed: 1:19-cv-01283;
−Removed: Conagra Brands, Inc., et al.
−Removed: Tyson Foods, Inc., et al., Case No.
−Removed: 1:19-cv-02190, Giant Eagle, Inc.
−Removed: Fries, Inc., d/b/a Claxton Poultry Farms, et al., Case No.
−Removed: 1:19-cv-02758;
−Removed: Save Mart Supermarkets v.
−Removed: Tyson Foods, Inc., et al., Case No.
−Removed: 1:19-cv-02805;
−Removed: Walmart Inc., et al.
−Removed: Pilgrim’s Pride Corporation, et al., Case No.
−Removed: 1:19-cv-03915 (transferred from the U.S.
−Removed: District Court for the Western District of Arkansas on June 11, 2019, following Plaintiffs’ unopposed motion to transfer);
−Removed: Services Group of America, Inc.
−Removed: Tyson Food, Inc., et al., Case No.
−Removed: 1:19-cv-04194;
−Removed: Restaurants of America, Inc., et al.
−Removed: Tyson Foods, Inc., et al., No.
−Removed: Anaheim Wings, d/b/a Hooters of Anaheim, et al.
−Removed: Tyson Foods, Inc., et al., No.
−Removed: Amigos Meat Distributors, LP, et al.
−Removed: Tyson Foods, Inc., et al., No.
−Removed: PJ Food Service, Inc.
−Removed: Tyson Foods, Inc., et al., No.
−Removed: The Golub Corporation, et al.
−Removed: Fries, Inc., d/b/a Claxton Poultry Farms, et al., Case No.
−Removed: and Commonwealth of Puerto Rico v.
−Removed: Koch Foods, Inc., et al., Case No.
−Removed: 3:19-cv-01605 (transferred from the U.S.
−Removed: District Court for the District of Puerto Rico)) were filed with the U.S.
−Removed: District Court for the Northern District of Illinois by individual direct purchaser entities naming PPC as a defendant, the allegations of which largely mirror those in the class action complaints.
−Removed: The Court has ordered the parties to coordinate scheduling of the direct action complaints with the class complaints with any necessary modifications to reflect time of filing.
−Removed: Discovery will be consolidated.
−Removed: On June 21, 2019, the U.S.
−Removed: Department of Justice (the “DOJ”) filed a motion to intervene and stay discovery in the In re Broiler Chicken Antitrust Litigation for a period of six months.
−Removed: Following a hearing on June 27, 2019, on June 28, 2019, the Court granted the government’s motion to intervene, ordering a limited stay first until September 27, 2019, and then, following a subsequent request for an extension by the DOJ, to June 27, 2020.
−Removed: On July 1, 2019, the DOJ issued a subpoena to PPC in connection with its investigation.
−Removed: PPC is currently in the process of complying with the subpoena.
−Removed: On December 18, 2019, the Court reset the date for the lifting of the stay to March 31, 2020.
−Removed: On January 29, 2020, the Court issued a scheduling order through trial, which contemplates class certification briefing and related expert reports proceeding from June 18, 2020 to November 25, 2020, the close of all merits fact discovery on December 18, 2020, and summary judgment briefing and related expert reports proceeding from January 15, 2021 to August 10, 2021.
−Removed: The Court has set a trial date of April 4, 2022.
+Added: one on behalf of direct purchasers (“the Direct Purchaser Plaintiff Class”) and two on behalf of distinct groups of indirect purchasers.
+Added: Between December 8, 2017 and January 15, 2021, 61 individual direct action complaints were filed with the Illinois Court by individual direct purchaser entities naming PPC as a defendant, the allegations of which largely mirror those in the class action complaints .
+Added: Subsequent amendments to certain complaints added allegations of price fixing and bid rigging on certain sales, which have been stayed by the Illinois Court pending resolution of the original supply reduction conspiracy.
+Added: On August 28, 2020, the Illinois Court issued a revised scheduling order through trial, which contemplates class certification briefing and related expert reports proceeding from October 30, 2020 to May 6, 2021, the close of all merits fact discovery on June 11, 2021, and summary judgment briefing and related expert reports proceeding from July 2, 2021 to February 22, 2022.
+Added: The Illinois Court has set a trial date of October 17, 2022.
+Added: On January 11, 2021, PPC announced that it had entered into an agreement to settle all claims made by the putative Direct Purchaser Plaintiff Class, which is subject to court approval.
+Added: Pursuant to this agreement, PPC agreed to pay the Direct Purchaser Plaintiff Class $ 75.0 million, which PPC recognized as an expense during the fourth quarter of fiscal 2020.
+Added: On September 1, 2020, the Attorney General of New Mexico filed a complaint in the First Judicial District Court in the County of Santa Fe, New Mexico.
+Added: The complaint alleges the same claims as those made in the In re Broiler Chicken Antitrust Litigation under New Mexico state law.
+Added: Other Claims and Proceedings
On October 10, 2016, Patrick Hogan, acting on behalf of himself and a putative class of persons who purchased shares of PPC’s stock between February 21, 2014 and October 6, 2016, filed a class action complaint in the U.S.
−Removed: District Court for the District of Colorado against PPC and its named executive officers.
−Removed: The complaint alleges, among other things, that PPC’s SEC filings contained statements that were rendered materially false and misleading by PPC’s failure to disclose that (1) PPC colluded with several of its industry peers to fix prices in the broiler-chicken market as alleged in the In re Broiler Chicken Antitrust Litigation, (2) its conduct constituted a violation of federal antitrust laws, (3) PPC’s revenues during the class period were the result of illegal conduct and (4) that PPC lacked effective internal control over financial reporting.
+Added: District Court for the District of Colorado (the “Colorado Court”) against PPC and its named executive officers (the “Hogan Litigation”).
+Added: The complaint alleges, among other things, that PPC’s SEC filings contained statements that were rendered materially false and
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: misleading by PPC’s failure to disclose that (2) PPC colluded with several of its industry peers to fix prices in the broiler-chicken market as alleged in the In re Broiler Chicken Antitrust Litigation, (2) its conduct constituted a violation of federal antitrust laws, (3) PPC’s revenues during the class period were the result of illegal conduct and (4) that PPC lacked effective internal control over financial reporting.
The complaint also states that PPC’s industry was anticompetitive and seeks compensatory damages.
−Removed: On April 4, 2017, the Court appointed another stockholder, George James Fuller, as lead plaintiff.
+Added: On April 4, 2017, the Colorado Court appointed another stockholder, George James Fuller, as lead plaintiff.
On May 11, 2017, the plaintiff filed an amended complaint, which extended the end date of the putative class period to November 17, 2017.
1 unchanged sentence
PPC and the other defendants filed their reply on August 1, 2017.
−Removed: On March 14, 2018, the Court dismissed the plaintiff’s complaint without prejudice and issued final judgment in favor of PPC and the other defendants.
−Removed: On April 11, 2018, the plaintiff moved for reconsideration of the Court’s decision and for permission to file a Second
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: Amended Complaint.
+Added: On March 14, 2018, the Colorado Court dismissed the plaintiff’s complaint without prejudice and issued final judgment in favor of PPC and the other defendants.
+Added: On April 11, 2018, the plaintiff moved for reconsideration of the Colorado Court’s decision and for permission to file a Second Amended Complaint.
PPC and the other defendants filed a response to the plaintiff’s motion on April 25, 2018.
−Removed: On November 19, 2018, the Court denied the plaintiff’s motion for reconsideration and granted plaintiff leave to file a Second Amended Complaint.
−Removed: As of the date of these financial statements, the plaintiff has not yet filed a Second Amended Complaint.
−Removed: On January 27, 2017, a purported class action on behalf of broiler chicken farmers was brought against PPC and four other producers in the Eastern District of Oklahoma, alleging, among other things, a conspiracy to reduce competition for grower services and depress the price paid to growers.
−Removed: Plaintiffs allege violations of the Sherman Act and the Packers and Stockyards Act and seek, among other relief, treble damages.
+Added: On November 19, 2018, the Colorado Court denied the plaintiff’s motion for reconsideration and granted plaintiff leave to file a Second Amended Complaint.
+Added: On June 8, 2020, the plaintiff filed a Second Amended Complaint against the same defendants, based in part on the Indictment (defined below).
+Added: On July 31, 2020, defendants filed a motion to dismiss the Second Amended Complaint pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure.
+Added: Plaintiffs filed an opposition to the motion to dismiss on August 31, 2020, and defendants filed their reply on September 20, 2020.
+Added: The Colorado Court's decision on the motion to dismiss is pending.
+Added: On January 27, 2017, a purported class action on behalf of broiler chicken farmers was brought against PPC and four other producers in the U.S.
+Added: District Court for the Eastern District of Oklahoma (the “Oklahoma Court”) alleging, among other things, a conspiracy to reduce competition for grower services and depress the price paid to growers.
+Added: Plaintiffs allege violations of the Sherman Antitrust Act and the Packers and Stockyards Act and seek, among other relief, treble damages.
The complaint was consolidated with a subsequently filed consolidated amended class action complaint styled as In re Broiler Chicken Grower Litigation, Case No.
CIV-17-033-RJS (the “ Grower Litigation ”).
−Removed: The defendants (including PPC) jointly moved to dismiss the consolidated amended complaint on September 9, 2017.
−Removed: The Court initially held oral argument on January 19, 2018, during which it considered and granted only certain other defendants’ motions challenging jurisdiction.
−Removed: Oral argument on the remaining pending motions in the Oklahoma court occurred on April 20, 2018.
−Removed: In addition, on March 12, 2018, the Northern District of Texas, Fort Worth Division (“Bankruptcy Court”) enjoined the plaintiffs from litigating the Grower Litigation complaint as pled against PPC because allegations in the consolidated complaint violate the confirmation order relating to PPC’s bankruptcy proceedings in 2008 and 2009.
−Removed: Specifically, the 2009 bankruptcy confirmation order bars any claims against PPC based on conduct occurring before December 28, 2009.
−Removed: On March 13, 2018, PPC notified the trial court of the Bankruptcy Court’s injunction.
−Removed: On January 6, 2020, the Court held a motion hearing and denied the pending Rule 12 motion and lifted the stay on discovery.
−Removed: The Court also set a briefing schedule for the plaintiffs to file a motion seeking leave to amend their complaint in light of the Bankruptcy Court’s injunction.
−Removed: Plaintiffs’ Motion for Leave to Amend is due on January 27, 2020, and Defendants’ response is due on February 18, 2020.
−Removed: A status conference is set for April 6, 2020.
−Removed: On March 9, 2017, a stockholder derivative action styled as DiSalvio v.
+Added: The defendants (including PPC) jointly moved to dismiss the consolidated amended complaint on September 9, 2017 for failure to state a claim under Rule 12(b)(6) of the Federal Rules of Civil Procedure.
+Added: The Oklahoma Court granted only certain other defendants’ motions challenging jurisdiction.
+Added: On January 6, 2020, the Oklahoma Court denied the pending Rule 12 motion, and lifted the stay on discovery.
+Added: The case is currently in discovery.
+Added: On October 6, 2020, the Oklahoma plaintiffs filed a motion with the U.S.
+Added: Judicial Panel on Multidistrict Litigation (the “JPML”) seeking consolidation of a series of copycat complaints filed in September and October 2020 in the U.S.
+Added: District Courts for the District of Colorado, the District of Kansas, and the Northern District of California.
+Added: On December 15, 2020, the JPML ordered the transfer of all cases to the Oklahoma Court for consolidated or coordinated pretrial proceedings.
+Added: On March 9, 2017, a stockholder derivative action, DiSalvio v.
Lovette, et al., No.
−Removed: 30207, was brought against all of PPC’s directors and its Chief Financial Officer, Fabio Sandri, in the District Court for the County of Weld in Colorado.
+Added: 30207, was brought against all of PPC’s directors and its Chief Financial Officer, Fabio Sandri, in the Nineteenth Judicial District Court for the County of Weld in Colorado (the “Weld County Court”).
The complaint alleges, among other things, that the named defendants breached their fiduciary duties by failing to prevent PPC and its officers from engaging in an antitrust conspiracy as alleged in the In re Broiler Chicken Antitrust Litigation, and issuing false and misleading statements as alleged in the Hogan class action litigation.
−Removed: On April 17, 2017, a related stockholder derivative action styled Brima v.
+Added: On April 17, 2017, a related stockholder derivative action, Brima v.
Lovette, et al., No.
−Removed: 30308, was brought against all of PPC’s directors and its Chief Financial Officer in the District Court for the County of Weld in Colorado.
+Added: 30308, was brought against all of PPC’s directors and its Chief Financial Officer in the Weld County Court.
The Brima complaint contains largely the same allegations as the DiSalvio complaint.
−Removed: On May 4, 2017, the plaintiffs in both the DiSalvio and Brima actions moved to (1) consolidate the two stockholder derivative cases, (2) stay the consolidated action until the resolution of the motion to dismiss in the Hogan putative securities class action, and (3) appoint co-lead counsel.
−Removed: The Court granted the motion on May 8, 2017, staying the proceedings pending resolution of the motion to dismiss in the Hogan action.
+Added: The DiSalvio and Brima litigations (“the Derivative Litigation”) have been consolidated, and on October 14, 2020, an amended shareholder derivative complaint was filed which alleges, among other things, that the named defendants breached their fiduciary duties by failing to prevent PPC from engaging in an antitrust conspiracy as alleged in the Broiler litigation, the Indictment (as defined below), and other related proceedings;
+Added: and by failing to prevent the issuance of false and misleading statements as alleged in the Hogan securities litigation and the UFCW securities litigation (as defined below).
+Added: The consolidated case is currently stayed, pending the resolution of the motion to dismiss in the Hogan Litigation described above.
On January 24, 2018, a stockholder derivative action styled as Sciabacucchi v.
10 unchanged sentences
As a result, the case proceeded to discovery, and trial was scheduled to commence in November 2020.
−Removed: On October 3, 2019, the parties entered into a stipulation agreeing to settle the dispute for (1) a cash payment to PPC by the non-PPC defendants of $ 42.5 million less any fees and expenses awarded to the plaintiffs’ counsel, as well as any applicable taxes, and (2) corporate governance changes to be implemented by PPC.
+Added: On October 3, 2019, the parties entered into a stipulation agreeing to settle the dispute for (1) a cash payment to PPC by the non-PPC defendants of $ 42.5 million less any fees and expenses awarded to the plaintiffs’ counsel,
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: as well as any applicable taxes (the “Settlement Amount”), and (2) corporate governance changes to be implemented by PPC.
No portion of the Settlement Amount will be paid by PPC to the non-PPC defendants.
−Removed: The settlement was approved by the Court of Chancery on January 28, 2020.
+Added: The settlement was approved by the Chancery Court on January 28, 2020.
+Added: On March 2, 2020, the Settlement Amount was transferred to PPC, and as a result, PPC recognized income, net of legal fees, of $ 34.6 million, which is included in Miscellaneous, net in the Consolidated Statement of Income for the year ended December 27, 2020.
Between August 30, 2019 and October 16, 2019, four purported class action lawsuits were filed in the U.S.
−Removed: District Court for the District of Maryland against PPC and a number of other chicken producers, as well as WMS (Webber, Meng, Sahl and Company) and Agri Stats.
+Added: District Court for the District of Maryland (the “Maryland Court”) against PPC and a number of other chicken producers, as well as WMS (Webber, Meng, Sahl and Company) and Agri Stats.
The plaintiffs seek to represent a nationwide class of processing plant production and maintenance workers (“Plant Workers”).
They allege that the defendants conspired to fix and depress the compensation paid to Plant Workers in violation of the Sherman Act and seek damages from January 1, 2009 to the present.
−Removed: The four cases are Jien v.
−Removed: Perdue Farms, Inc., Case No.
−Removed: Perdue Farms, Inc.
−Removed: et al., Case No.
−Removed: Tyson Foods, Inc.
−Removed: et al., Case No.
−Removed: Perdue Farms, Inc., et al., Case No.
−Removed: 19-cv-03018 (together, the “Wages Litigation”).
−Removed: On November 12, 2019, the Court ordered the consolidation of the four cases for pretrial purposes.
+Added: On November 12, 2019, the Maryland Court ordered the consolidation of the four cases for pretrial purposes.
The defendants (including PPC) jointly moved to dismiss the consolidated complaint on November 22, 2019.
−Removed: Shortly thereafter, the plaintiffs informed the defendants and the Court they would be amending their complaint, which they did on December 20, 2019.
−Removed: The consolidated amended complaint asserts largely similar allegations to the pleadings in the consolidated complaint extended to include more class members and
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: turkey processors as well as chicken.
−Removed: The defendants’ motions to dismiss the consolidated amended complaint are due on March 2, 2020, with oppositions due on April 24, 2020 and replies on May 21, 2020.
−Removed: PPC believes it has strong defenses in each of the above litigations and intends to contest them vigorously.
−Removed: PPC cannot predict the outcome of these actions nor when they will be resolved.
−Removed: If the plaintiffs were to prevail in any of these litigations, PPC could be liable for damages, which could be material and could adversely affect its financial condition or results of operations.
+Added: Shortly thereafter, the plaintiffs informed the defendants and the Maryland Court that they would be amending their complaint, which they did on December 20, 2019.
+Added: The consolidated amended complaint asserts largely similar allegations to the pleadings in the consolidated complaint, but was expanded to include more class members and turkey processors as well as chicken processors.
+Added: The defendants moved to dismiss the consolidated amended complaint on March 2, 2020.
+Added: The Maryland Court dismissed PPC and a number of other defendants on September 16, 2020 without prejudice.
+Added: Plaintiffs subsequently filed amended complaints on November 2, 2020 re-naming PPC and the other dismissed defendants.
+Added: Defendants moved to dismiss on December 18, 2020.
+Added: The briefing is set to be complete on February 25, 2021.
+Added: On July 6, 2020, United Food and Commercial Workers International Union Local 464A (“UFCW”), acting on behalf of itself and a putative class of persons who purchased shares of PPC stock between February 9, 2017 and June 3, 2020, filed a class action complaint in the Colorado Court against PPC, and Messrs.
+Added: Lovette, Penn, and Sandri.
+Added: The complaint alleges, among other things, that PPC’s public statements regarding its business and the drivers behind its financial results were false and misleading due to the defendants’ purported failure to disclose its participation in an antitrust conspiracy as alleged in the Broiler litigation and the Indictment (defined below).
+Added: On September 4, 2020, UFCW and the New Mexico State Investment Council filed competing motions to be appointed lead plaintiff under the Private Litigation Securities Reform Act.
+Added: A decision on the lead plaintiff motions is currently pending.
+Added: PPC believes it has strong defenses in the pending litigations described above and intends to contest them vigorously.
+Added: PPC cannot predict the outcome of these pending litigations nor when they will be resolved.
+Added: The consequences of the pending litigation matters are inherently uncertain, and adverse actions, judgments or settlements in some or all of these matters has resulted and may in the future result in materially adverse monetary damages, fines, penalties or injunctive relief against PPC.
+Added: Any claims or litigation, even if fully indemnified or insured, could damage PPC’s reputation and make it more difficult to compete effectively or to obtain adequate insurance in the future.
+Added: DOJ Antitrust Matter
+Added: On July 1, 2019, the DOJ issued a subpoena to PPC in connection with its investigation arising from the In re Broiler Chicken Antitrust Litigation .
+Added: The Company has been cooperating with the DOJ investigation.
+Added: On June 3, 2020, PPC learned of an indictment by a Grand Jury in the Colorado Court against Jayson Penn, the chief executive officer and president of PPC at that time, in addition to two former employees of PPC and a former employee of a different company (the “Indictment”).
+Added: The Indictment alleges that the defendants entered into and engaged in a conspiracy to suppress and eliminate competition by rigging bids and fixing prices and other price-related terms for broiler chicken products sold in the U.S., in violation of Section 1 of the Sherman Antitrust Act, 15 U.S.C.
+Added: On June 4, 2020, PPC learned that Mr.
+Added: Penn pleaded not guilty to the charges.
+Added: Effective June 15, 2020, Mr.
+Added: Penn began a paid leave of absence from PPC.
+Added: In connection with Mr.
+Added: Penn’s leave of absence, PPC’s Board of Directors appointed the chief financial officer of PPC, Fabio Sandri, to serve in the additional role of PPC’s interim president and chief executive officer.
+Added: On September 22, 2020, PPC's Board of Directors appointed Fabio Sandri as PPC's President and Chief Executive Officer in addition to his role as Chief Financial Officer.
+Added: On September 22, 2020, PPC disclosed that Mr.
+Added: Penn was no longer with the Company.
+Added: The Company has initiated a search process to identify a new chief financial officer.
+Added: On October 6, 2020, PPC learned of a superseding indictment by a Grand Jury in the Colorado Court against former Chief Executive Officer of PPC, William Lovette, one additional former employee of PPC, and four employees of different companies.
+Added: The superseding indictment alleges similar claims to the Indictment.
+Added: On October 13, 2020, the Company announced that it had entered into a plea agreement (the “Plea Agreement”) with the DOJ pursuant to which the Company agreed to (1) plead guilty to one count of conspiracy in restraint of competition involving sales of broiler chicken products in the U.S.
+Added: in violation of the Sherman Antitrust Act, 15 U.S.C.
+Added: § 1, and (2) pay a
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: fine of $ 110,524,140 .
+Added: The Company recognized the fine as expense which is included in Selling, general and administrative expense in the Consolidated Statements of Income for the year ended December 27, 2020.
+Added: Under the Plea Agreement, which is subject to the approval of the Colorado Court, the DOJ agreed not to bring further charges against the Company for any antitrust violation involving the sale of broiler chicken products in the U.S.
+Added: occurring prior to the date of the Plea Agreement.
+Added: The Company continues to cooperate with the DOJ in connection with the ongoing federal antitrust investigation into alleged price fixing and other anticompetitive conduct in the broiler chicken industry.
J&F Investigation
On May 3, 2017, certain officers of J&F Investimentos S.A.
−Removed: (“J&F,” and together with the companies controlled by J&F, the “J&F Group”), a company organized in Brazil and an indirect controlling stockholder of the Company, including a former senior executive and former board members of the Company, entered into cooperation agreements ( acordos de colaboração ) (collectively, the “Cooperation Agreements”) with the Office of the Prosecutor General ( Procuradoria-Geral da República ), or PGR, in connection with certain illicit conduct by J&F and such individuals acting in their capacity as J&F executives.
+Added: (“J&F,” and together with the companies controlled by J&F, the “J&F Group”), a company organized in Brazil and an indirect controlling stockholder of the Company, including a former senior executive and former board members of the Company, entered into cooperation agreements ( acordos de colaboração ) (collectively, the “Cooperation Agreements”) with the Brazilian Office of the Prosecutor General ( Procuradoria-Geral da República ) in connection with certain illicit conduct by J&F and such individuals acting in their capacity as J&F executives.
The details of such illicit conduct are set forth in separate annexes to the Cooperation Agreements, and include admissions of improper payments to politicians and political parties in Brazil during a ten-year period in exchange for receiving, or attempting to receive, favorable treatment for certain J&F Group companies in Brazil.
−Removed: On June 5, 2017, J&F, for itself and as the controlling shareholder of the J&F Group companies, entered into a leniency agreement (the “Leniency Agreement”) with the Federal Prosecution Service (Ministério Público Federal), or MPF, whereby J&F assumed responsibility for the conduct that was described in the annexes to the Cooperation Agreements.
−Removed: In connection with the Leniency Agreement, J&F has agreed to pay a fine of 10.3 billion Brazilian reais (R$), adjusted for inflation, over a 25 -year period.
−Removed: J&F has made five R$ 50.0 million payments, representing R$ 250.0 million of the total fine, which payments have been accepted by the MPF.
+Added: On June 5, 2017, J&F, for itself and as the controlling shareholder of the J&F Group companies, entered into a leniency agreement (the “Leniency Agreement”) with the Brazilian Federal Prosecutor (Ministério Público Federal) whereby J&F assumed responsibility for the conduct that was described in the annexes to the Cooperation Agreements.
+Added: In connection with the Leniency Agreement, J&F has agreed to pay a fine of 10.3 billion Brazilian reais , adjusted for inflation, over a 25 -year period.
Various proceedings by Brazilian governmental authorities remain pending against J&F and certain of its former or current officers seeking to invalidate the Cooperation Agreements and impose more severe penalties for additional alleged illicit conduct that was not disclosed in the annexes to the Cooperation Agreements.
−Removed: On December 11, 2017, the PGR requested to the STF the termination of the Cooperation Agreements executed by Joesley Mendonça Batista and a former executive of J&F alleging, among others, that they received improper support by a member of the PGR on the negotiation of their Cooperation Agreements.
−Removed: On May 17, 2018, the PGR requested to the Federal Supreme Court ( Supremo Tribunal Federal ), or STF, the termination of the Cooperation Agreements executed by Wesley Mendonça Batista and another J&F executive on the same grounds.
−Removed: Within such proceedings, on December 17, 2018, the STF issued a ruling that there is no necessary link between the termination of the Cooperation Agreements, on the one hand, and the Leniency Agreement on the other hand and that the termination of the Cooperation Agreements would not automatically invalidate the Leniency Agreement.
−Removed: However, a final decision by the STF on the termination of the Cooperation Agreements may change such ruling and directly impact the Leniency Agreement.
−Removed: On April 30, 2019, in connection with an administrative proceeding relating to the Leniency Agreement, the MPF argued that if the STF terminated the Cooperation Agreements, such termination could have repercussions with respect to the Leniency Agreement.
−Removed: According to the MPF, such repercussions could include termination of the Leniency Agreement and the inclusion of additional fines or other obligations that would be payable by J&F.
−Removed: We cannot assure you that the Leniency Agreement will not be impacted by the termination of any of the Cooperation Agreements or that the MPF will not continue to argue to the STF that the termination of the Cooperation Agreements by the STF should affect the Leniency Agreement.
−Removed: If the Leniency Agreement is terminated or nullified, the facts included therein could be exposed to potential proceedings and sanctions by Brazilian governmental authorities, which could have a material adverse effect on our business, reputation and financial condition.
−Removed: In accordance with the terms of the Leniency Agreement, J&F is conducting internal investigations and has engaged outside advisors to assist in conducting these investigations, which are ongoing, and with which we are fully cooperating.
−Removed: In addition, JBS S.A., JBS USA and the Company have (i) conducted an independent investigation in connection with matters disclosed in the Leniency Agreement and the Cooperation Agreements;
−Removed: and (ii) communicated with relevant U.S.
−Removed: authorities, including the Department of Justice and the Securities and Exchange Commission, regarding the factual findings of these investigations.
−Removed: Additionally, JBS S.A.
−Removed: and the Company have taken, and are continuing to take, measures to enhance their compliance programs, including to prevent and detect bribery and corruption.
−Removed: We cannot predict when these investigations will be completed or the results of such investigations, including whether any litigation will be brought against us or the outcome or impact of any resulting litigation, nor can we predict any potential actions that may be taken by such relevant U.S.
−Removed: authorities, which could include substantial fines and penalties, violations that impact our disclosure, and which could also result in litigations by shareholders against us.
−Removed: In addition, we cannot guarantee that the investigations will not uncover other instances of prior illicit conduct by any of the parties to the Leniency Agreement or any of the Cooperation Agreements, or by other parties affiliated with us (including,
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: without limitation, any of our shareholders, directors, officers, employees, agents or third parties acting in our name) which are not party to the Leniency Agreement or the Cooperation Agreements.
−Removed: It is possible that other facts not covered by the Leniency Agreement or the Cooperation Agreements will be discovered in the future.
−Removed: If that occurs, Brazilian authorities may bring proceedings and impose sanctions, fines or other penalties in relation to any such additional uncovered facts and may seek to use such discoveries to invalidate or terminate the Leniency Agreement or the Cooperation Agreements.
−Removed: Separately, Joesley Mendonça Batista and Wesley Mendonça Batista (who equally and indirectly own 100 % of the equity interests in J&F), JBS S.A.
−Removed: and other defendants are party to administrative proceedings and/or sanctioning administrative proceedings initiated by the CVM.
−Removed: The matters under investigation with respect to Joesley Mendonça Batista and Wesley Mendonça Batista include possible violations of Brazilian laws regarding the following:
−Removed: insider trading in regulated market transactions, management due diligence obligations in connection with internal controls, misuse of JBS S.A.’s assets and conflicts of interest in approving management accounts.
−Removed: On September 25, 2018, the Board of Commissioners of the CVM rejected the settlement proposal submitted jointly by Joesley Mendonça Batista and Wesley Mendonça Batista, JBS S.A.
−Removed: and the other defendants to end the administrative proceedings related to insider trading in regulated market transactions and management due diligence obligations in connection with internal controls.
−Removed: On December 3, 2019, the Board of Commissioners of the CVM rejected their settlement proposal to close the sanctioning administrative proceeding regarding the misuse of JBS S.A.’s assets.
−Removed: These proceedings in Brazil are ongoing and their results cannot be predicted.
−Removed: Any further adverse developments in these, or other, matters involving Joesley Mendonça Batista and Wesley Mendonça Batista or other parties affiliated with us (including, without limitation, any of our shareholders, directors, officers, employees, agents or third parties acting in our name), could subject us to potential fines or penalties set forth under applicable law, materially adversely affect our public perception or reputation and could have a material adverse effect on us, including:
−Removed: (1) threatening our ability to obtain new financing, which could impair our ability to operate our business;
−Removed: and (2) shifting management’s focus to these matters, which could harm our ability to meet our strategic objectives.
−Removed: Additionally, while we have taken, and are continuing to take, measures to enhance our compliance programs, which are intended to assist us in detecting and prevent bribery and corruption, there can be no assurance that these efforts will enable us to detect or prevent all such activities.
−Removed: We will monitor the results of the investigations and J&F will continue to engage in dialogue with the relevant U.S.
−Removed: Any proceedings that require us to make substantial payments, affect our reputation or otherwise interfere with our business operations could have a material adverse effect on our business, financial condition and operating results.
+Added: On October 14, 2020, certain affiliates of the Company – J&F Investimentos, S.A., JBS S.A., Joesley Batista and Wesley Batista – entered into a settlement agreement (the “Settlement”) with the SEC.
+Added: The Company was not a party to the Settlement, was not a respondent in the related proceedings, and is not required to make any related payment.
+Added: Under the Settlement, the SEC issued an Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934 (the “SEC Order”) finding securities law violations by such affiliates that resulted in the Company, an indirect subsidiary, failing to maintain accurate books and records and internal accounting controls.
+Added: According to the SEC Order, the violations, which related to certain intercompany transactions from 2009 to 2015, were unbeknownst to the Company’s management, and the SEC Order will have no impact on the Company’s previously filed financial statements or its prior assessments of internal control over financial reporting.
+Added: On October 14, 2020, J&F reached an agreement (the “J&F Plea Agreement”) with the DOJ regarding violations stemming from the same facts and conduct that were the subject of the Leniency Agreement and the Cooperation Agreements (described above).
+Added: Pursuant to the J&F Plea Agreement, J&F pled guilty to one count of conspiracy to violate the U.S.
+Added: Foreign Corrupt Practices Act.
+Added: The J&F Plea Agreement imposed a fine of $ 256,497,026 , and J&F was required to make a payment of $ 128,248,513 under the J&F Plea Agreement (due to J&F receiving a 50 % credit for amounts paid to Brazilian authorities).
+Added: JBS and PPC are not parties to the J&F Plea Agreement and will not bear any liabilities arising from it.
+Added: The J&F Plea Agreement resolved the U.S.
+Added: criminal legal exposure of J&F and all its affiliates related to the conduct that was the subject of the Leniency Agreement and the Cooperation Agreements.
MARKET RISKS AND CONCENTRATIONS
5 unchanged sentences
The Company does not have a single customer that exceeds the 10% of net sales.
−Removed: For the year ended December 29, 2019 , our largest single customer was 6.5 % of net sales.
+Added: For the year ended December 27, 2020, our largest single customer wa s 6.9 % of net sales.
The Company does not believe it has significant concentrations of credit risk in its trade accounts receivable.
−Removed: As of December 29, 2019 , we employed approximately 31,900 persons in the U.S.
+Added: As of December 27, 2020, we employed approximat ely 30,900 persons in the U.S.
reportable segment, approximately 10,500 persons in the Mexico reportable segment and approximately 15,000 persons in the U.K.
1 unchanged sentence
Approximately 35.2 % of the Company’s employees were covered under collective bargaining agreements.
−Removed: Substantially all employees covered under collective bargaining agreements are covered under agreements that expire in 2020 or later, with the exception.
−Removed: On May 31, 2019 , a labor contract had expired at our To-Ricos facility, however, the labor contact is extended until a new agreement is reached.
+Added: Substantially all employees covered under collective bargaining agreements are covered under agreements that expire in 2021 or later.
We have not experienced any labor-related work stoppage at any location in over ten years .
−Removed: We believe our relationship with our employees and union leadership is satisfactory.
+Added: We believe our relationship
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: with our employees and union leadership is satisfactory.
At any given time, we will likely be in some stage of contract negotiations with various collective bargaining units.
4 unchanged sentences
and Europe reportable segments was $ 873.9 million and $ 2.1 billion, respectively.
−Removed: REPORTABLE SEGMENTS
−Removed: The Company operates in three reportable segments:
−Removed: and Europe and Mexico.
−Removed: The Company measures segment profit as operating income.
−Removed: Corporate expenses are allocated to the Mexico and U.K.
−Removed: and Europe reportable segments based upon
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: various apportionment methods for specific expenditures incurred related thereto with the remaining amounts allocated to the U.S.
−Removed: reportable segment.
−Removed: Reportable Segment
−Removed: We conduct separate operations in the continental U.S.
−Removed: and in Puerto Rico.
−Removed: For segment reporting purposes, the Puerto Rico operations are included in the U.S.
−Removed: reportable segment.
−Removed: The chicken products processed by the U.S.
−Removed: reportable segment are sold to foodservice, retail and frozen entrée customers.
−Removed: The segment’s primary distribution is through retailers, foodservice distributors and restaurants.
−Removed: On January 6, 2017, the Company acquired GNP, a vertically integrated poultry business with locations in Minnesota and Wisconsin.
−Removed: GNP's results from operations subsequent to the acquisition date are included in the U.S.
−Removed: reportable segment.
−Removed: and Europe Reportable Segment
−Removed: and Europe reportable segment processes primarily chicken and pork products that are sold to foodservice, retail and frozen entrée customers.
−Removed: The segment’s primary distribution is through retailers, foodservice distributors and restaurants.
−Removed: On October 15, 2019, the Company completed the acquisition of Tulip, a leading integrated pork supplier operating within the U.K., from Danish Crown AmbA.
−Removed: On September 8, 2017, the Company acquired Moy Park, one of the top-ten food companies in the U.K., Northern Ireland's largest private sector business and one of Europe's leading poultry producers, from JBS S.A.
−Removed: in a common-control transaction.
−Removed: Mexico Reportable Segment
−Removed: The chicken products processed by the Mexico reportable segment are sold to foodservice, retail and frozen entrée customers.
−Removed: The segment’s primary distribution is through retailers, foodservice distributors and restaurants.
−Removed: Additional information regarding reportable segments is as follows:
−Removed: December 29, 2019 (a)
−Removed: December 30,2018 (b)
−Removed: December 31, 2017 (c)
−Removed: (In thousands)
−Removed: For the year 2019, the United States reportable segment had intercompany sales to the Mexico reportable segment of $ 188.9 million .
−Removed: These sales consisted of fresh products, prepared products and grain.
−Removed: For the year 2018, the United States reportable segment had intercompany sales to the Mexico reportable segment of $ 100.7 million .
−Removed: These sales consisted of fresh products, prepared products and grain.
−Removed: For the year 2017, the United States reportable segment had intercompany sales to the Mexico reportable segment of $ 84.3 million .
−Removed: These sales consisted of fresh products, prepared products and grain.
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: December 29, 2019
−Removed: December 30, 2018
−Removed: December 31, 2017
−Removed: (In thousands)
−Removed: Operating income
−Removed: Total operating income
−Removed: Interest expense, net of capitalized interest
−Removed: Interest income
−Removed: Foreign currency transaction loss (gain)
−Removed: Gain on bargain purchase
−Removed: Miscellaneous, net
−Removed: Income before income taxes
−Removed: Income tax expense
−Removed: December 29, 2019
−Removed: December 30, 2018
−Removed: December 31, 2017
−Removed: (In thousands)
−Removed: Depreciation and amortization:
−Removed: December 29, 2019
−Removed: December 30, 2018
−Removed: December 31, 2017
−Removed: (In thousands)
−Removed: Capital expenditures:
−Removed: December 29, 2019
−Removed: December 30, 2018
−Removed: (In thousands)
−Removed: Total assets:
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: December 29, 2019
−Removed: December 30, 2018
−Removed: December 31, 2017
−Removed: (In thousands)
−Removed: Net sales to customers by customer location:
−Removed: Canada, Caribbean and Central America
−Removed: South America
−Removed: December 29, 2019 (b)
−Removed: December 30, 2018
−Removed: (In thousands)
−Removed: Long-lived assets (a) :
−Removed: For this disclosure, we exclude financial instruments, deferred tax assets and intangible assets in accordance with ASC 280-10-50-41, Segment Reporting .
−Removed: Long-lived assets, as used in ASC 280-10-50-41, implies hard assets that cannot be readily removed.
−Removed: For the year 2019 and going forward, operating leases assets are and will be included in long-lived assets for this disclosure.
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: The following table sets forth, for the periods beginning with 2017 , net sales attributable to each of our primary product lines and markets served with those products.
−Removed: We based the table on our internal sales reports and their classification of products.
−Removed: (In thousands)
−Removed: and Europe chicken:
−Removed: and Europe chicken
−Removed: Mexico chicken:
−Removed: Total Mexico chicken
−Removed: Total chicken
−Removed: and Europe pork:
−Removed: and Europe pork
−Removed: Other products:
−Removed: Total other products
−Removed: Total net sales
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
QUARTERLY RESULTS (UNAUDITED)
−Removed: (In thousands, except per share data)
−Removed: Net income attributable to PPC
−Removed: common stockholders
−Removed: Net income per share amounts -
−Removed: Net income per share amounts -
−Removed: Number of days in period
+Added: 2020 First (a)
+Added: Second Third (b)
(In thousands, except per share data)
+Added: Net sales $ 3,074,928 $ 2,824,023 $ 3,075,121 $ 3,117,829 $ 12,091,901
+Added: Gross profit 177,099 119,859 313,842 227,396 838,196
Net income (loss) attributable to PPC 67,268 ( 6,036 ) 33,446 79 94,757
−Removed: common stockholders
−Removed: Net income (loss) per share amounts -
−Removed: Net income (loss) per share amounts -
+Added: Net income (loss) per share amounts - basic 0.27 ( 0.02 ) 0.14 — 0.39
+Added: Net income (loss) per share amounts - diluted 0.27 ( 0.02 ) 0.14 — 0.39
Number of days in period 91 91 91 91 364
+Added: 2019 First Second Third Fourth (c)
(In thousands, except per share data)
+Added: Net sales $ 2,724,675 $ 2,843,085 $ 2,777,970 $ 3,063,489 $ 11,409,219
+Added: Gross profit 218,939 367,864 282,197 201,394 1,070,394
Net income attributable to PPC 84,011 170,068 109,765 92,080 455,924
−Removed: common stockholders
−Removed: Net income per share amounts -
−Removed: Net income per share amounts -
+Added: Net income per share amounts - basic 0.34 0.68 0.44 0.37 1.83
+Added: Net income per share amounts - diluted 0.34 0.68 0.44 0.37 1.83
Number of days in period 91 91 91 91 364
−Removed: On October 15, 2019, the Company acquired 100 % of the equity of Tulip Limited and its subsidiaries (together, “Tulip”) from Danish Crown AmbA for £ 310.0 million , or $ 391.5 million for cash.
−Removed: In the fourth quarter of 2019, the Company recognized a bargain purchase gain of $ 56.9 million and transaction costs of approximately $ 1.3 million related to the acquisition of Tulip.
−Removed: In the first quarter of 2018, the Company recognized impairment charges of approximately $ 0.5 million related to the Luverne, Minnesota plant held for sale.
+Added: 2018 First (d)
+Added: (In thousands, except per share data)
+Added: Net sales $ 2,746,678 $ 2,836,713 $ 2,697,604 $ 2,656,789 $ 10,937,784
+Added: Gross profit 287,665 274,222 169,741 111,848 843,476
+Added: Net income (loss) attributable to PPC 119,418 106,541 29,310 ( 7,324 ) 247,945
+Added: Net income (loss) per share amounts - basic 0.48 0.43 0.12 ( 0.03 ) 1.00
+Added: Net income (loss) per share amounts - diluted 0.48 0.43 0.12 ( 0.03 ) 1.00
+Added: Number of days in period 91 91 91 91 364
+Added: (a) In the first quarter of 2020, the company recognized a negative adjustment to the previously recognized gain on bargain purchase from the 2019 acquisition of PPL for approximately $ 1.7 million.
+Added: (b) In the third quarter of 2020, the company recognized a negative adjustment to the previously recognized gain on bargain purchase from the 2019 acquisition of PPL for approximately $ 2.0 million.
+Added: (c) On October 15, 2019, the Company acquired 100 % of the equity of PPL and its subsidiaries (together, “PPL”) from Danish Crown AmbA for £ 311.3 million, or $ 393.3 million for cash.
+Added: In the fourth quarter of 2019, the Company recognized a gain on bargain purchase of $ 56.9 million and transaction costs of approximately $ 1.3 million related to the acquisition of PPL.
+Added: (d) In the first quarter of 2018, the Company recognized impairment charges of approximately $ 0.5 million related to the Luverne, Minnesota plant held for sale.
Also in the first quarter of 2018, the Company had transaction costs of approximately $ 0.2 million related to the acquisition of Moy Park and GNP.
−Removed: In the second quarter of 2018, the Company recognized impairment charges of approximately $ 0.1 million related to its 40 North Foods leasehold improvements.
−Removed: In the third quarter of 2018, the Company recognized impairment charges of approximately $ 0.3 million related to the Luverne, Minnesota plant held for sale.
−Removed: In the fourth quarter of 2018, the Company recognized impairment charges of approximately $ 2.6 million related to Rose Energy Ltd.
+Added: (e) In the second quarter of 2018, the Company recognized impairment charges of approximately $ 0.1 million related to its 40 North Foods leasehold improvements.
+Added: (f) In the third quarter of 2018, the Company recognized impairment charges of approximately $ 0.3 million related to the Luverne, Minnesota plant held for sale.
+Added: (g) In the fourth quarter of 2018, the Company recognized impairment charges of approximately $ 2.6 million related to Rose Energy Ltd.
within its U.K.
3 unchanged sentences
Hurricane Maria hit the Company’s Puerto Rico complex in September 2017, causing six months of plant closure.
−Removed: On January 6, 2017, the Company acquired 100 % of the membership interests of GNP from Maschhoff Family Foods, LLC for a cash purchase price of $ 350 million .
−Removed: In the first quarter, the Company had transaction costs of approximately $ 0.6 million for the acquisition of GNP.
−Removed: In the second quarter of 2017, the Company recognized impairment charges of approximately $ 3.5 million related to its Athens, Alabama plant held for sale.
−Removed: In the third quarter of 2017, the Company had transaction costs of approximately $ 15.0 million for the acquisition of Moy Park.
−Removed: In the fourth quarter of 2017, the Company had transaction costs of approximately $ 4.5 million for the acquisition of Moy Park.
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: PUERTO RICO HURRICANE IMPACT
−Removed: Hurricane Maria became the strongest storm to make landfall in Puerto Rico in 85 years when it came ashore on September 20, 2017.
−Removed: The Company suffered significant damage because of the storm.
−Removed: Pilgrim’s lost 2.1 million birds on the island, many of the Company’s contract growers lost their poultry houses, and the Company incurred damage at its processing plant, feed mill and hatchery.
−Removed: Estimated damages incurred by the Company through December 30, 2018 included property and casualty losses related to its facilities totaling $ 5.2 million and a business interruption loss totaling $ 15.1 million , resulting primarily from damages suffered by its contract growers and damage to the island’s roadways and power grid.
−Removed: These losses, which were recognized by the U.S.
−Removed: reportable segment, are included in Cost of sales on the Consolidated and Combined Statements of Income.
PILGRIM’S PRIDE CORPORATION
VALUATION AND QUALIFYING ACCOUNTS
−Removed: Operating Results
+Added: Balance Charged to
+Added: Operating Results Charged to
+Added: Accounts Deductions Ending
(In thousands)
1 unchanged sentence
Allowance for Doubtful Accounts:
+Added: 2020 $ 7,467 $ 94 $ 186 $ 574 (a)
+Added: 2019 8,057 1,690 110 2,390 (a)
+Added: 2018 8,145 1,633 ( 39 ) 1,682 (a)
Trade Accounts and Other Receivables—
Allowance for Sales Adjustments:
+Added: 2020 $ 8,380 $ 287,193 $ — $ 289,571 (b)
+Added: 2019 12,987 267,165 — 271,772 (b)
+Added: 2018 9,477 254,135 — 250,625 (b)
Deferred Tax Assets—
Valuation Allowance:
+Added: 2020 $ 33,522 $ 156 $ — $ — (c)
+Added: 2019 26,150 — 8,190 818 (c)
+Added: 2018 14,479 11,776 — 105 (c)
(a) Uncollectible accounts written off, net of recoveries.
3 unchanged sentences
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.