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The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 25, 2022.
−Removed: Consistent with guidance issued by the SEC for a recently acquired business, management excluded the
−Removed: internal control over financial reporting of Pilgrim’s Food Masters from its evaluation of the effectiveness of the Company’s disclosure controls and procedures total assets and net sales of Pilgrim’s Food Masters, which the Company acquired on September 24, 2021, of $1.3 billion and $293.6 million, respectively as of and for the year ended December 26, 2021.
Based on that evaluation and subject to the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer, concluded that, as of December 25, 2022, the Company’s disclosure controls and procedures were effective.
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There was no change in the Company’s internal control over financial reporting that occurred during the Company’s quarter ended December 25, 2022 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
−Removed: As mentioned above, the Company acquired Pilgrim’s Food Masters on September 24, 2021.
−Removed: The Company is in the process of reviewing the internal control structure of Pilgrim’s Food Masters and, if necessary, will make appropriate changes as it integrates Pilgrim’s Food Masters into the Company's overall internal control over financial reporting process.
Management’s Report on Internal Control over Financial Reporting
−Removed: Pilgrim’s Pride Corporation’s (“PPC”) management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).
+Added: Pilgrim’s Pride Corporation’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).
PPC’s internal control is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles.
PPC’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 25, 2022 based on the Committee of Sponsoring Organizations of the Treadway Commission (COSO) Internal Control Integrated Framework (2013).
−Removed: The Company’s evaluation of internal control over financial reporting did not include the internal control over financial reporting of Pilgrim’s Food Masters, which the Company acquired on September 24, 2021.
−Removed: Total assets and revenue of Pilgrim’s Food Masters included in our Consolidated Financial Statements as of and for year ended December 26, 2021 were $1.3 billion and $293.6 million, respectively.
Based on this assessment, management concluded that PPC’s internal control over financial reporting was effective as of December 25, 2022.
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The information required by Item 13 is incorporated by reference herein from the Company’s Definitive Proxy Statement for its 2023 Annual Meeting of Stockholders to be filed no later than 120 days after the close of the fiscal year covered by this report, which sections are incorporated herein by reference.
−Removed: Principal Accountant Fees and Services
+Added: Principal Accounting Fees and Services
Our independent registered public accounting firm is KPMG LLP , Denver, CO , Auditor Firm ID:
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4.9 Description of Securities Registered Pursuant to Section 12(b) of the Exchange Act.
+Added: 4.10 First Supplemental Indenture, dated as of September 22, 2022 among the Company, as issuer, Pilgrim’s Pride Corporation of West Virginia, Inc., Gold’n Plump Poultry, LLC, Gold’n Plump Farms, LLC and JFC LLC, as Guarantors, and Regions Bank, as Trustee (incorporated by reference from Exhibit 4.1 of the Company's Current Report on Form 8-K (No.
+Added: 001-09273) filed on September 26, 2022).
+Added: 4.11 First Supplemental Indenture, dated as of September 22, 2022 among the Company, as issuer, Pilgrim’s Pride Corporation of West Virginia, Inc., Gold’n Plump Poultry, LLC, Gold’n Plump Farms, LLC and JFC LLC, as Guarantors, and Regions Bank, as Trustee (incorporated by reference from Exhibit 4.1 of the Company's Current Report on Form 8-K (No.
+Added: 001-09273) filed on September 26, 2022).
10.1 Pilgrim’s Pride Corporation Long Term Incentive Plan (incorporated by reference from Exhibit 10.2 of the Company’s Current Report on Form 8-K (No.
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001-09273) filed on September 10, 2012).
−Removed: 10.3 Multicurrency Revolving Facility Agreement, dated as of June 2, 2018, by and among Moy Park Holdings (Europe) Limited, certain of its subsidiaries, the Governor and Company of the Bank of Ireland, as agent, and the other lenders party thereto (incorporated by reference from Exhibit 10.1 of the Company’s Current Report on Form 8-K (No.
−Removed: 001-09273) filed on June 12, 2018).
+Added: 10.3 Multicurrency Revolving Facility Agreement, dated as of June 24, 2022, by and among Moy Park Holdings (Europe) Limited and other Pilgrim's subsidiaries, the Governor and Company of the Bank of Ireland, as agent, and the other lenders party thereto (incorporated by reference from Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q filed on July 28, 2022).
10.4 Revolving Line of Credit Agreement, dated as of December 14, 2018, by and among Banco del Bajío, Sociedad Anónima, Institución de Banca Múltiple as lender, Avícola Pilgrim’s Pride de México, Sociedad Anónima de Capital Variable as borrower, and Comercializadora de Carnes de México, Sociedad de Responsabilidad Limitada de Capital Variable, Pilgrim’s Pride, Sociedad de Responsabilidad Limitada de Capital Variable, and Pilgrim’s Operaciones Laguna, Sociedad de Responsabilidad Limitada de Capital Variable, as guarantors (incorporated by reference from Exhibit 10.1 of the Company’s Current Report on Form 8-K (No.
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Arquimedes A.
−Removed: /s/ Michael L.
−Removed: Cooper Director February 18, 2022
+Added: /s/ Raul Padilla Director February 9, 2023
/s/ Wallim Cruz de Vasconcellos Junior Director February 9, 2023
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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.