PILGRIMS PRIDE CORP 10-K

Item 8. Financial Statements and Supplementary Data Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Pilgrim's Pride Corporation: Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting We have audited the accompanying consolidated balance sheets of Pilgrim's Pride Corporation and subsidiaries (the Company) as of December 31, 2023 and December 25, 2022, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and December 25, 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements 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. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. 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. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. 40 Table of Contents Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matter 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: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. 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 quantitative goodwill impairment assessment As discussed in Notes 1 and 8 to the consolidated financial statements, the goodwill balance as of December 31, 2023 was $1.3 billion, of which $1.1 billion related to reporting units within the Company’s U.K. and Europe reportable segment. For 2023, management elected to bypass the qualitative assessments for certain reporting units and performed quantitative goodwill impairment tests. The Company determined that no impairment existed as of December 31, 2023. We identified the evaluation of the quantitative goodwill impairment assessments related to certain reporting units within the Company’s U.K. and Europe reportable segment as a critical audit matter. Subjective auditor judgment and specialized skills and knowledge were required to evaluate certain key assumptions used in measuring fair value of the reporting units. These key assumptions included forecasted revenue growth, forecasted margins, discount rates, and terminal growth rates. Changes in these assumptions could have an impact on the fair value of the reporting units. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s quantitative goodwill impairment assessments for certain reporting units within the Company’s U.K. and Europe reportable segment. This included controls over the development of the key assumptions listed above. We evaluated the Company’s assessments by: ◦ assessing the Company’s forecasted revenue growth and forecasted margins against underlying business strategies and growth plans ◦ comparing historical results to forecasts to assess the Company’s ability to forecast. 41 Table of Contents In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in: ◦ evaluating the discount rates used by comparing the Company’s inputs to the discount rates to publicly available data for comparable companies and assessing the resulting discount rates ◦ comparing the selected terminal growth rates to the Company’s growth expectations using publicly available industry and economic data. /s/ KPMG LLP We have served as the Company’s auditor since 2012. Denver, Colorado February 27, 2024 42 Table of Contents PILGRIM’S PRIDE CORPORATION CONSOLIDATED BALANCE SHEETS December 31, 2023 December 25, 2022 (In thousands, except share and par value data) Cash and cash equivalents $ 697,748 $ 400,988 Restricted cash and cash equivalents 33,475 33,771 Trade accounts and other receivables, less allowance for credit losses 1,129,178 1,097,212 Accounts receivable from related parties 1,778 2,512 Inventories 1,985,399 1,990,184 Income taxes receivable 161,062 155,859 Prepaid expenses and other current assets 195,831 211,092 Total current assets 4,204,471 3,891,618 Deferred tax assets 4,890 1,969 Other long-lived assets 35,646 41,574 Operating lease assets, net 266,707 305,798 Intangible assets, net 853,983 846,020 Goodwill 1,286,261 1,227,944 Property, plant and equipment, net 3,158,403 2,940,846 Total assets $ 9,810,361 $ 9,255,769 Accounts payable $ 1,410,576 $ 1,587,939 Accounts payable to related parties 41,254 12,155 Revenue contract liabilities 84,958 34,486 Accrued expenses and other current liabilities 926,727 850,899 Income taxes payable 31,678 58,411 Current maturities of long-term debt 674 26,279 Total current liabilities 2,495,867 2,570,169 Noncurrent operating lease liabilities, less current maturities 203,348 230,701 Long-term debt, less current maturities 3,340,841 3,166,432 Deferred tax liabilities 385,548 364,184 Other long-term liabilities 40,180 71,007 Total liabilities 6,465,784 6,402,493 Common stock, $ .01 par value, 800,000,000 shares authorized; 261,931,080 and 261,610,518 shares issued at year-end 2023 and year-end 2022, respectively; 236,789,927 and 236,469,365 shares outstanding at year-end 2023 and year-end 2022, respectively 2,620 2,617 Treasury stock, at cost, 25,141,153 shares at year-end 2023 and year-end 2022. ( 544,687 ) ( 544,687 ) Additional paid-in capital 1,978,849 1,969,833 Retained earnings 2,071,073 1,749,499 Accumulated other comprehensive loss ( 176,483 ) ( 336,448 ) Total Pilgrim’s Pride Corporation stockholders’ equity 3,331,372 2,840,814 Noncontrolling interest 13,205 12,462 Total stockholders’ equity 3,344,577 2,853,276 Total liabilities and stockholders’ equity $ 9,810,361 $ 9,255,769 The accompanying notes are an integral part of these Consolidated Financial Statements. 43 Table of Contents PILGRIM’S PRIDE CORPORATION CONSOLIDATED STATEMENTS OF INCOME Year Ended December 31, 2023 December 25, 2022 December 26, 2021 (In thousands, except per share data) Net sales $ 17,362,217 $ 17,468,377 $ 14,777,458 Cost of sales 16,243,816 15,656,574 13,411,631 Gross profit 1,118,401 1,811,803 1,365,827 Selling, general and administrative expense 551,770 604,742 1,148,861 Restructuring activities 44,345 30,466 5,802 Operating income 522,286 1,176,595 211,164 Interest expense, net of capitalized interest 202,272 152,672 145,792 Interest income ( 35,651 ) ( 9,028 ) ( 6,056 ) Foreign currency transaction losses (gains) 20,570 30,817 ( 9,382 ) Miscellaneous, net ( 30,127 ) ( 23,339 ) ( 11,580 ) Income before income taxes 365,222 1,025,473 92,390 Income tax expense 42,905 278,935 61,122 Net income 322,317 746,538 31,268 Less: Net income attributable to noncontrolling interest 743 608 268 Net income attributable to Pilgrim’s Pride Corporation $ 321,574 $ 745,930 $ 31,000 Weighted average shares of Pilgrim’s Pride Corporation common stock outstanding: Basic 236,725 239,766 243,652 Effect of dilutive common stock equivalents 572 628 477 Diluted 237,297 240,394 244,129 Net income attributable to Pilgrim’s Pride Corporation per share of common stock outstanding: Basic $ 1.36 $ 3.11 $ 0.13 Diluted $ 1.36 $ 3.10 $ 0.13 The accompanying notes are an integral part of these Consolidated Financial Statements. 44 Table of Contents PILGRIM’S PRIDE CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Year Ended December 31, 2023 December 25, 2022 December 26, 2021 (In thousands) Net income $ 322,317 $ 746,538 $ 31,268 Other comprehensive income (loss): Foreign currency translation adjustment Gains (losses) arising during the period 154,975 ( 297,066 ) ( 55,541 ) Derivative financial instruments designated as cash flow hedges Gains (losses) arising during the period ( 2,565 ) ( 2,915 ) 398 Income tax effect — — 22 Reclassification to net earnings for losses (gains) realized 1,813 4,142 ( 1,437 ) Income tax effect — ( 24 ) ( 157 ) Available-for-sale securities Losses arising during the period ( 166 ) ( 3 ) — Income tax effect 42 2 — Reclassification to net earnings for losses (gains) realized 175 ( 17 ) — Income tax effect ( 42 ) 4 — Defined benefit plans Gains realized during the period 6,751 8,505 35,122 Income tax effect ( 1,825 ) ( 2,122 ) ( 7,524 ) Reclassification to net earnings of losses realized 1,065 1,381 2,278 Income tax effect ( 258 ) ( 338 ) ( 538 ) Total other comprehensive income (loss), net of tax 159,965 ( 288,451 ) ( 27,377 ) Comprehensive income 482,282 458,087 3,891 Less: Comprehensive income attributable to noncontrolling interests 743 608 268 Comprehensive income attributable to Pilgrim’s Pride Corporation $ 481,539 $ 457,479 $ 3,623 The accompanying notes are an integral part of these Consolidated Financial Statements. 45 Table of Contents PILGRIM’S PRIDE CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY Pilgrim’s Pride Corporation Stockholders Common Stock Treasury Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Noncontrolling Interest Total Shares Amount Shares Amount (In thousands) 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 Comprehensive income: Net income — — — — — 31,000 — 268 31,268 Other comprehensive loss, net of tax expense of $ 8,197 — — — — — — ( 27,377 ) — ( 27,377 ) Capital distribution under Tax Sharing Agreement between JBS USA Holdings and Pilgrim’s Pride Corporation (the “TSA”) — — — — ( 1,961 ) — — — ( 1,961 ) Stock-based compensation plans: Common stock issued under compensation plans 162 2 — — ( 2 ) — — — — Requisite service period recognition — — — — 11,657 — — — 11,657 Balance at December 26, 2021 261,347 $ 2,614 ( 17,673 ) $ ( 345,134 ) $ 1,964,028 $ 1,003,569 $ ( 47,997 ) $ 11,854 $ 2,588,934 Comprehensive income: Net income — — — — — 745,930 — 608 746,538 Other comprehensive loss, net of tax expense of $ 2,478 — — — — — — ( 288,451 ) — ( 288,451 ) Capital distribution under TSA — — — — ( 1,592 ) — — — ( 1,592 ) Stock-based compensation plans: Common stock issued under compensation plans 264 3 — — ( 3 ) — — — — Requisite service period recognition — — — — 7,400 — — — 7,400 Common stock purchased under share repurchase program — — ( 7,469 ) ( 199,553 ) — — — — ( 199,553 ) Balance at December 25, 2022 261,611 $ 2,617 ( 25,142 ) $ ( 544,687 ) $ 1,969,833 $ 1,749,499 $ ( 336,448 ) $ 12,462 $ 2,853,276 Comprehensive income: Net income — — — — — 321,574 — 743 322,317 Other comprehensive income, net of tax expense of $ 2,083 — — — — — — 159,965 — 159,965 Capital contribution under TSA — — — — 1,425 — — — 1,425 Stock-based compensation plans: Common stock issued under compensation plans 320 3 — — ( 3 ) — — — — Requisite service period recognition — — — — 7,594 — — — 7,594 Balance at December 31, 2023 261,931 $ 2,620 ( 25,142 ) $ ( 544,687 ) $ 1,978,849 $ 2,071,073 $ ( 176,483 ) $ 13,205 $ 3,344,577 The accompanying notes are an integral part of these Consolidated Financial Statements. 46 Table of Contents PILGRIM’S PRIDE CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, 2023 December 25, 2022 December 26, 2021 (In thousands) Cash flows from operating activities Net income $ 322,317 $ 746,538 $ 31,268 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization 419,900 403,110 380,824 Loss on early extinguishment of debt recognized as a component of interest expense 20,694 — 24,654 Loan cost amortization 7,366 4,753 5,095 Stock-based compensation activity 7,226 6,985 11,655 Deferred income tax expense (benefit) 6,675 21,295 ( 86,391 ) Gain on property disposals ( 6,052 ) ( 18,908 ) ( 1,476 ) Asset impairment 4,010 3,559 — Accretion of bond discount 2,278 1,717 1,533 Loss (gain) on equity method investments 328 ( 2 ) ( 16 ) Amortization of bond premium — — ( 167 ) Changes in operating assets and liabilities Trade accounts and other receivables ( 19,007 ) ( 149,599 ) ( 259,377 ) Inventories 12,602 ( 472,224 ) ( 177,864 ) Prepaid expenses and other current assets 17,776 18,264 ( 53,797 ) Accounts payable and accrued expenses ( 68,677 ) 263,288 359,589 Income taxes ( 8,878 ) ( 142,455 ) 115,216 Long-term pension and other postretirement obligations ( 9,993 ) ( 4,128 ) ( 18,461 ) Other operating assets and liabilities ( 30,688 ) ( 12,330 ) ( 5,826 ) Cash provided by operating activities 677,877 669,863 326,459 Cash flows from investing activities Acquisitions of property, plant and equipment ( 543,816 ) ( 487,110 ) ( 381,671 ) Proceeds from property insurance recoveries 20,681 16,034 — Proceeds from property disposals 19,784 35,516 24,724 Purchase of acquired businesses, net of cash acquired — ( 9,692 ) ( 966,766 ) Cash used in investing activities ( 503,351 ) ( 445,252 ) ( 1,323,713 ) Cash flows from financing activities Proceeds from revolving line of credit and long-term borrowings 1,768,236 362,540 2,951,707 Payments on revolving line of credit, long-term borrowings and finance lease obligations ( 1,616,321 ) ( 388,299 ) ( 2,006,195 ) Payment of capitalized loan costs ( 19,816 ) ( 4,741 ) ( 22,293 ) Payment on early extinguishment of debt ( 13,780 ) — ( 21,258 ) Distribution of capital under the TSA ( 1,592 ) ( 1,961 ) ( 650 ) Purchase of common stock under share repurchase program — ( 199,553 ) — Cash provided by (used in) financing activities 116,727 ( 232,014 ) 901,311 Effect of exchange rate changes on cash and cash equivalents 5,211 ( 7,959 ) ( 2,342 ) Increase (decrease) in cash and cash equivalents 296,464 ( 15,362 ) ( 98,285 ) Cash and cash equivalents, restricted cash and restricted cash equivalents, beginning of year 434,759 450,121 548,406 Cash and cash equivalents, restricted cash and restricted cash equivalents, end of year $ 731,223 $ 434,759 $ 450,121 Supplemental Disclosure Information Interest paid (net of amount capitalized) $ 131,205 $ 156,292 $ 119,328 Income taxes paid 19,749 385,585 20,863 The accompanying notes are an integral part of these Consolidated Financial Statements. 47 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business 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, the Netherlands and the Republic of Ireland. Pilgrim’s products are sold to foodservice, retail and frozen entrée customers. The Company’s primary distribution is through retailers, foodservice distributors and restaurants throughout the countries listed above. Additionally, the Company exports chicken and pork products (from its U.K. operations) to over 115 countries. Our fresh products consist of refrigerated whole or cut-up chicken, selected chicken parts that are either marinated or non-marinated, primary pork cuts, added value pork, and pork ribs. The Company’s prepared products include fully cooked, ready-to-cook and individually frozen chicken parts, strips, nuggets and patties, processed sausages, bacon, smoked meat, gammon joints, pre-packed meats, sandwich and deli counter meats and meat balls. The Company’s other products include plant-based protein offerings, ready-to-eat meals, multi-protein frozen foods, vegetarian foods and desserts. The Company also provides direct-to-consumer meals and hot food to-go solutions in the U.K. and the Republic of Ireland. We operate feed mills, hatcheries, processing plants and distribution centers in 14 U.S. states, the U.K., Mexico, France, Puerto Rico, the Netherlands and the Republic of Ireland. 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. 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. The Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the U.S. (“U.S. GAAP”) using management’s best estimates and judgments. These estimates and judgments affect the reported amounts of assets and liabilities and disclosure of the contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ materially from these estimates and judgments. Significant estimates made by the Company include the allowance for credit losses, reserves related to inventory obsolescence or valuation, useful lives of long-lived assets, goodwill, identifiable intangible assets, valuation of deferred tax assets, insurance accruals, valuation of pension and other postretirement benefits obligations, income tax accruals, certain derivative positions and valuations of acquired businesses. The functional currency of the Company’s U.S. and Mexico operations and certain holding-company subsidiaries in Luxembourg, the U.K., Malta and the Republic of Ireland is the U.S. dollar. The functional currency of the Company’s U.K. operations is the British pound. The functional currency of the Company’s operations in France, the Netherlands and the Republic of Ireland is the euro. For foreign currency-denominated entities other than the Company’s Mexico operations, translation from local currencies into U.S. dollars is performed for most assets and liabilities using the exchange rates in effect as of the balance sheet date. Income and expense accounts are remeasured using average exchange rates for the period. Adjustments resulting from translation of these financial records are reflected as a separate component of Accumulated other comprehensive loss in the Consolidated Balance Sheets. For the Company’s Mexico operations, remeasurement from the Mexican peso to the U.S. dollar is performed for monetary assets and liabilities using the exchange rate in effect as of the balance sheet date. Remeasurement is performed for non-monetary assets using the historical exchange rate in effect on the date of each asset’s acquisition. Income and expense accounts are remeasured using average exchange rates for the period. 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. Foreign currency transaction gains or losses are reported in the Consolidated Statements of Income. Revenue Recognition The vast majority of the Company’s revenue is derived from contracts which are based upon a customer ordering its products. While there may be master agreements, the contract is only established when the customer’s order is accepted by the Company. The Company accounts for a contract, which may be verbal or written, when it is approved and committed by both 48 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS parties, the rights of the parties are identified along with payment terms, the contract has commercial substance and collectability is probable. The Company evaluates the transaction for distinct performance obligations, which are the sale of its products to customers. Since its products are commodity market-priced, the sales price is representative of the observable, standalone selling price. 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 depicts the transfer of control and recognition of revenue. 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. The Company’s performance obligations are typically fulfilled within days to weeks of the acceptance of the order. The Company makes judgments regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from revenue and cash flows with customers. 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. 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. When applicable, variable consideration is estimated at contract inception and updated on a regular basis until the contract is completed. 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. Shipping and Handling Costs 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. 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. Shipping and handling costs are recorded within cost of sales. Advertising Costs The Company expenses advertising costs as incurred. Advertising costs are included in Selling, general and administrative ( “ SG&A ” ) expense and totaled $ 56.7 million, $ 58.0 million and $ 32.4 million for 2023, 2022 and 2021, respectively. Research and Development Costs Research and development costs are expensed as incurred. Research and development costs totaled $ 5.7 million, $ 12.5 million and $ 5.1 million for 2023, 2022 and 2021, respectively. Cash and Cash Equivalents The Company considers highly liquid investments with an original maturity of three months or less when acquired to be cash equivalents. 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. 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 The Company is required to maintain cash balances with a broker as collateral for exchange traded futures contracts. These balances are classified as restricted cash as they are not available for use by the Company to fund daily operations. The balance of restricted cash may also include investments in U.S. Treasury Bills that qualify as cash equivalents, as required by the broker, to offset the obligation to return cash collateral. The following table reconciles cash, cash equivalents, restricted cash and restricted cash equivalents as reported in the Consolidated Balance Sheets to the total of the same amounts shown in the Consolidated Statements of Cash Flows: December 31, 2023 December 25, 2022 (In thousands) Cash and cash equivalents $ 697,748 $ 400,988 Restricted cash and restricted cash equivalents 33,475 33,771 Total cash, cash equivalents, restricted cash and restricted cash equivalents shown in the Consolidated Statements of Cash Flows $ 731,223 $ 434,759 49 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Investments The Company’s current investments are all highly liquid investments with an original maturity of three months or less when acquired and are, therefore, considered cash equivalents. The Company’s current investments are comprised of fixed income securities, such as commercial paper. These investments are classified as available-for-sale. These securities are recorded at fair value, and unrealized holding gains and losses are recorded, net of tax, as a separate component of accumulated other comprehensive loss. Investments in fixed income securities with remaining maturities of less than one year and those identified by management at the time of purchase for funding operations in less than one year are classified as current assets. Investments in fixed income securities with remaining maturities in excess of one year that management has not identified at the time of purchase for funding operations in less than one year are classified as long-term assets. Unrealized losses are charged against net earnings when a decline in fair value is determined to be other than temporary. Management reviews several factors to determine whether a loss is other than temporary, such as the length of time a security is in an unrealized loss position, the extent to which fair value is less than amortized cost, the impact of changing interest rates in the short and long term, and the Company’s intent and ability to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value. The Company determines the cost of each security sold and each amount reclassified out of accumulated other comprehensive loss into earnings using the specific identification method. Purchases and sales are recorded on a settlement date basis. 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. The Company invests from time to time in ventures in which its ownership interest is less than 20% and over which it does not exercise significant influence. Such investments are accounted for under the cost method. The fair values for investments not traded on a quoted exchange are estimated based upon the historical performance of the ventures, the ventures’ forecasted financial performance and management’s evaluation of the ventures’ viability and business models. To the extent the book value of an investment exceeds its assessed fair value, the Company will record an appropriate impairment charge. Accounts Receivable The Company records accounts receivable when revenue is recognized. We record an allowance for expected credit losses, reducing our receivables balance to an amount we estimate is collectible from our customers. Estimates used in determining the allowance for credit losses are based on historical collection experience, current trends, aging of accounts receivable, and periodic credit evaluations of our customers’ financial condition. We write off accounts receivable when it becomes apparent, based upon age or customer circumstances, that such amounts will not be collected. Generally, the Company does not require collateral for its accounts receivable. Inventories Live chicken and pig inventories are stated at the lower of cost or net realizable value and breeder hen, breeder sow and boar inventories are stated at the lower of cost, less accumulated amortization, or net realizable value. The costs associated with breeder hen inventories are accumulated up to the production stage and amortized over their productive lives using the unit-of-production method. The costs associated with breeder sow inventories are accumulated up to the production stage and amortized on a straight-line basis over their productive lives to the estimated residual cull value. Finished poultry products, finished pork products, feed, eggs and other inventories are stated at the lower of cost (average) or net realizable value. 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. The standard cost at which each type of inventory transfers is set by management to reflect the actual costs incurred in the prior steps. We monitor and adjust standard costs throughout the year to ensure that standard costs reasonably reflect the actual average cost of the inventory produced. 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. 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. The Company allocates meat costs between its various finished pork products based on a by-product costing technique that allocates the cost of the whole pig into the primal cuts by estimated yields and amounts to be recovered for certain by-product parts. This primarily includes legs, shoulders, bellies, offal and fifth quarter parts, which are carried in inventory at the estimated recoverable amounts, with the remaining amount being reflected as our loin meat cost. The Company values its other prepared foods products, raw materials and packaging materials at the lower of weighted average cost and net realizable value. Work in progress is valued at the latest production cost (raw materials, packaging), finished goods are valued at the lower of the latest actual monthly production cost (raw materials, packaging and 50 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS direct labor) and attributable overheads and net realizable value, and engineering spares and consumables are valued at cost with an appropriate provision for obsolete engineering spares consistent with historical practice. 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: (1) pools of related inventory, (2) product continuation or discontinuation, (3) estimated market selling prices and (4) expected distribution channels. If actual market conditions or other factors are less favorable than those projected by management, additional inventory adjustments may be required. The Company also records valuation adjustments, when necessary, 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 obsolescence, including significantly aged products, discontinued product lines, or damaged or obsolete products. Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in Operating lease assets, net, Accrued expenses and other current liabilities, and Noncurrent operating lease liability, less current maturities, in our Consolidated Balance Sheets. Finance leases are included in Property, plant and equipment, net, Current maturities of long-term debt and Long-term debt, less current maturities in our Consolidated Balance Sheets. 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. 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. IBR is derived from the Company’s credit facility’s margin as a basis with adjustments to periodically updated SOFR 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. 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. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term with a corresponding reduction to the operating lease asset. The Company has lease agreements with lease and non-lease components. Lease and non-lease components are generally accounted for separately. 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 Property, plant and equipment are stated at cost, and repair and maintenance costs are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of these assets. Estimated useful lives for building, machinery and equipment are five to 33 years and for automobiles and trucks are three to ten years . The charge to income resulting from amortization of assets recorded under capital leases is included with depreciation expense. The Company records impairment charges on long-lived assets held for use when events and circumstances indicate that the assets may be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amount of those assets. When the above is true, the impairment charge is determined based upon the amount the net book value of the assets exceeds their fair market value. In making these determinations, the Company utilizes certain assumptions, including, but not limited to: (1) future cash flows estimated to be generated by these assets, which are based on additional assumptions such as asset utilization, remaining length of service and estimated salvage values, (2) estimated fair market value of the assets and (3) determinations with respect to the lowest level of cash flows relevant to the respective impairment test, generally groupings of related operational facilities. Given the interdependency of the Company’s individual facilities during the production process, which operate as a vertically integrated network, it evaluates impairment of assets held for use at the country level (i.e., the U.S. and Mexico). Management believes this is the lowest level of identifiable cash flows for its assets that are held for use in production activities. At the present time, the Company’s forecasts indicate that it can recover the carrying value of its assets held for use based on the projected undiscounted cash flows of the operations. 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. 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. 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. 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. 51 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Appropriate selling costs includes reasonable broker’s commissions, costs to produce title documents, filing fees, legal expenses and the like. Goodwill and Other Intangibles, net Goodwill represents the excess of the aggregate purchase price over the fair value of the net identifiable assets acquired in a business combination. Identified intangible assets represent trade names, customer relationships and non-compete agreements arising from acquisitions that are recorded at fair value as of the date acquired less accumulated amortization, if any. The Company uses various market valuation techniques to determine the fair value of its identified intangible assets. Goodwill and other intangible assets with indefinite lives are not amortized but are tested for impairment on an annual basis in the fourth quarter of each fiscal year or more frequently if impairment indicators arise. For goodwill, an impairment loss is recognized for any excess of the carrying amount of a reporting unit’s goodwill over the implied fair value of that goodwill. Management first reviews relevant qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent), that the fair value of a reporting unit is less than the unit’s carrying amount (including goodwill). If management determines it is more likely than not that the carrying amount of a reporting unit goodwill might be impaired, a quantitative impairment test is performed. Management has the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the quantitative impairment test. Management would be able to resume performing the qualitative assessment in any subsequent period. In 2023, the Company experienced (1) an increase in long-term treasury rates that management determined could negatively affect discount rates and (2) continued inflationary pressures impacting primarily our Moy Park and Pilgrim’s Food Masters reporting units that management determined could negatively affect our margins. Due to these factors in 2023, management elected to bypass the qualitative assessment for all reporting units and performed a quantitative impairment test for each reporting unit with a material amount of goodwill reported as of December 31, 2023 and the results of the quantitative tests are reported below. As of December 31, 2023, our Moy Park, Pilgrim’s Food Masters, Pilgrim’s Mexico, and Pilgrim’s U.S. reporting units had reported goodwill of $ 784.8 million, $ 329.4 million, $ 127.8 million, and $ 41.9 million, respectively. Our Pilgrim’s U.K. reporting unit had reported goodwill of $ 2.3 million as of December 31, 2023, which was considered immaterial to warrant quantitative goodwill impairment testing. To perform the quantitative assessments, Management estimated the fair value of our reporting units with material goodwill carrying amounts using an income approach (discounted cash flow method). The method to estimate the fair value of each reporting unit involves the use of assumptions about revenue growth, margins, industry data, discount rates, and terminal growth values. These assumptions use data from internally-developed economic projections and external industry data obtained from government authorities, such as the U.S. Department of Agriculture, and other sources. The margin assumptions are based on operating performance expectations, historically realized margins within each reporting units’ industries, and general macroeconomic trends. We use the weighted average cost of capital as a proxy for the discount rates. We consider reporting units that have a 20 % or less excess fair value over carrying amount to have a heightened risk of future goodwill impairment. Based on the outcomes of the reporting units’ quantitative assessments, Management determined that no goodwill impairment existed in any of the reporting units’ with material carrying amounts of goodwill. Our Moy Park reporting unit was determined to have a heightened risk of future goodwill impairment as the excess fair value over the reporting unit’s carrying amount was less than 20 %. Some of the assumptions used in determining the fair values of the reporting units are outside the control of management and while we believe we have made reasonable estimates and assumptions to calculate these fair values, it is possible a material change could occur. If actual results of the reporting units are not consistent with the estimates and assumptions used to calculate the fair values, it could result in material impairments of our reported goodwill. For indefinite-lived intangible assets, an impairment loss is recognized if the carrying amount of an indefinite-lived intangible asset exceeds the estimated fair value of that intangible asset. Management first reviews relevant qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50%) that an intangible asset is impaired. If management determines there is an indication that the carrying amount of the intangible asset might be impaired, a quantitative impairment test is performed. Management has the option to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to performing the quantitative impairment test. For 2023, management elected to bypass qualitative assessments for all indefinite-lived intangible assets and performed quantitative impairment tests and determined that no impairment existed as of December 31, 2023. The fair value of our indefinite-life intangible assets is calculated principally using a relief-from-royalty valuation approach, which uses significant unobservable inputs as defined by the fair value hierarchy, and is believed to reflect market participant views which would exist in an exit transaction. Under this valuation approach, we make estimates and assumptions about brand sales growth, royalty rates and discount rates based on specific brand sales projections, general economic projections, anticipated future cash flows and marketplace data. We consider indefinite-life intangible assets that have 20% or 52 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS less excess fair value over carrying amount to have a heightened risk of future impairment. Our 2022 and 2021 indefinite-life intangible assets impairment analyses did not result in an impairment charge. In 2023, we experienced an increase in long-term treasury rates that management determined could negatively affect discount rates, which are used in estimating the fair value of the reporting units. Therefore, management elected to bypass qualitative assessments for all indefinite-life intangible assets and performed quantitative impairment tests and determined that no material impairment existed as of December 31, 2023 . The estimated fair values of two of our indefinite-life intangibles did not exceed their carrying values by more than 20 % at December 31, 2023. This includes one brand within our U.K. and Europe reportable segment and one brand in our Mexico reportable segment with carrying amounts $ 36.1 million and $ 0.8 million, respectively, as of December 31, 2023. We generally assumed brand revenue growth rates in future years would normalize over time as we believe this is consistent with market participant views in an exit transaction.The current year results are not indicative of future market participant expectations in an exit transaction primarily due to the expected temporary impacts of continued inflationary pressures and volatile market conditions. We do not currently consider any of our other indefinite-life intangible assets, which had aggregate carrying value of $ 543.5 million at December 31, 2023 to be at heightened risk of future impairment. Identifiable intangible assets with definite lives, such as customer relationships 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. The useful lives range from 15 to 20 years for trade names and three to 18 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. 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 years ended December 31, 2023 and December 25, 2022. Litigation and Contingent Liabilities The Company is subject to lawsuits, investigations and other claims related to employment, environmental, product and other matters. The Company is required to assess the likelihood of any adverse judgments or outcomes, as well as potential ranges of probable losses, to these matters. The Company estimates the amount of reserves required for these contingencies when losses are determined to be probable and after considerable analysis of each individual issue. The Company expenses legal costs related to such loss contingencies as they are incurred. The accrual for environmental remediation liabilities is measured on an undiscounted basis. These reserves may change in the future due to changes in the Company’s assumptions, the effectiveness of strategies, or other factors beyond the Company’s control. Accrued Self Insurance Insurance expense for casualty claims and employee-related health care benefits are estimated using historical and current experience and actuarial estimates. Stop-loss coverage is maintained with third-party insurers to limit the Company’s total exposure. Certain categories of claim liabilities are actuarially determined. 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. Asset Retirement Obligations The Company monitors certain asset retirement obligations in connection with its operations. These obligations relate to clean-up, removal or replacement activities and related costs for “in-place” exposures only when those exposures are moved or modified, such as during renovations of our facilities. These in-place exposures include asbestos, refrigerants, wastewater, oil, lubricants and other contaminants common in manufacturing environments. Under existing regulations, the Company is not required to remove these exposures and there are no plans to undertake a renovation that would require removal of the asbestos or the remediation of the other in-place exposures at this time. The facilities are expected to be maintained and repaired by activities that will not result in the removal or disruption of these in-place exposures at this time. As a result, there is an indeterminate settlement date for these asset retirement obligations because the range of time over which the Company may incur these liabilities is unknown and cannot be reasonably estimated. Therefore, the Company has not recorded the fair value of any potential liability. Income Taxes The Company follows provisions stated in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 740, Income Taxes , with regard to members of a group that file a consolidated tax return but issue separate financial statements. The Company files 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. The provision for 53 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS income taxes has been determined using the asset and liability approach of accounting for income taxes. For the unitary states, we have an obligation to make tax payments to JBS USA Holdings for our share of the unitary taxable income, which is included in taxes payable in our Consolidated Balance Sheets. Under this approach, deferred income taxes reflect the net tax effect of temporary differences between the book and tax bases of recorded assets and liabilities, net operating losses and tax credit carry forwards. The amount of deferred tax on these temporary differences is determined using the tax rates expected to apply to the period when the asset is realized or the liability is settled, as applicable, based on the tax rates and laws in the respective tax jurisdiction enacted as of the balance sheet date. The Company reviews its deferred tax assets for recoverability and establishes a valuation allowance based on historical taxable income, potential for carry back of tax losses, projected future taxable income, applicable tax strategies, and the expected timing of the reversals of existing temporary differences. A valuation allowance is provided when it is more likely than not that some or all of the deferred tax assets will not be realized. Valuation allowances have been established primarily for net operating loss carry forwards of certain foreign subsidiaries. The Company deems its earnings from Mexico, Puerto Rico, the U.K., the Republic of Ireland, France, the Netherlands, Luxembourg and Malta as of December 31, 2023 to be permanently reinvested. As such, U.S. deferred income taxes have not been provided on these earnings. If such earnings were not considered indefinitely reinvested, certain deferred foreign and U.S. income taxes would be provided. The Company follows provisions within ASC Topic 740, Income Taxes , that provide a recognition threshold and measurement criteria for the financial statement recognition of a tax benefit taken or expected to be taken in a tax return. Tax benefits are recognized only when it is more likely than not, based on the technical merits, that the benefits will be sustained on examination. Tax benefits that meet the more-likely-than-not recognition threshold are measured using a probability weighting of the largest amount of tax benefit that has greater than 50% likelihood of being realized upon settlement. Whether the more-likely-than-not recognition threshold is met for a particular tax benefit is a matter of judgment based on the individual facts and circumstances evaluated in light of all available evidence as of the balance sheet date. See “Note 12. Income Taxes” to the Consolidated Financial Statements. Pension and Other Postemployment Benefits Our pension and other postemployment benefit costs and obligations are dependent on the various actuarial assumptions used in calculating such amounts. These assumptions relate to discount rates, long-term return on plan assets and other factors. We base the discount rate assumptions on current investment yields on high-quality corporate long-term bonds. We determine the long-term return on plan assets based on historical portfolio results and management’s expectation of the future economic environment. Actual results that differ from our assumptions are accumulated and, if in excess of the lesser of 10% of the projected benefit obligation or the fair market value of plan assets, amortized over either (1) the estimated average future service period of active plan participants if the plan is active or (2) the estimated average future life expectancy of all plan participants if the plan is frozen. Derivative Financial Instruments 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. • 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. The Company considers these raw materials to be generally available from a number of different sources and believes it can obtain them to meet its requirements. 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. Generally, the Company enters into derivative contracts such as physical forward contracts and exchange-traded futures or option contracts in an attempt to mitigate price risk related to its anticipated consumption of commodity inputs for periods up to 12 months. The Company may enter into longer-term derivatives on particular commodities if deemed appropriate. • 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 U.S. dollars. 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. The Company’s U.K. 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. 54 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS • 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. The Company has purchased in the past 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”). The permitted accounting treatments include: cash flow hedge; fair value hedge; and undesignated contracts. Undesignated contract accounting is the default accounting treatment for all derivatives unless they qualify, and we specifically designate them, for one of the other accounting treatments. Derivatives designated for any of the elective accounting treatments must meet specific, restrictive criteria both at the time of designation and on an ongoing basis. The Company has generally applied the NPNS exception for certain of its forward physical grain purchase and energy purchase contracts. NPNS contracts are accounted for using the accrual method of accounting; therefore, there were no amounts recorded in the Consolidated Financial Statements at December 31, 2023 and December 25, 2022. 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 . Changes in fair value of these derivatives are recognized immediately in the Consolidated Statements of Income within Net sales , Cost of sales or SG&A 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. Business Combination Accounting Pilgrim’s allocates the consideration of an acquired business to its identifiable assets and liabilities based on estimated fair values. The excess of the consideration over the amount allocated to the assets and liabilities, if any, is recorded to goodwill. The Company uses all available information to estimate fair values. Pilgrim’s uses various models to determine the value of assets acquired and liabilities assumed such as net realizable value to value inventory, cost method and market approach to value property, relief-from-royalty and multi-period excess earnings to value intangibles and discounted cash flow to value goodwill. The Company typically engages third-party valuation specialists to assist in the fair value determination of tangible long-lived assets and intangible assets other than goodwill. The fair value of acquired inventories is determined by extending physical counts of the inventories taken at or near the acquisition date to market pricing in effect for such inventories at or near the acquisition date. The carrying values of acquired receivables and accounts payable have historically approximated their fair values as of the business combination date. As necessary, Pilgrim’s may engage third-party specialists to assist in the estimation of fair value for certain liabilities. The Company adjusts the preliminary acquisition accounting, as necessary, typically up to one year after the acquisition closing date for those items that existed at the acquisition date and were provisionally accounted for at that time, as it obtains more information regarding asset valuations and liabilities assumed. The Company’s acquisition accounting methodology contains uncertainties because it requires management to make assumptions and to apply judgment to estimate the fair value of acquired assets and liabilities. Management estimates the fair value of assets and liabilities based upon quoted market prices, the carrying value of the acquired assets and widely accepted valuation techniques, including discounted cash flows and market multiple analyses. Unanticipated events or circumstances may occur which could affect the accuracy of the Company’s fair value estimates, including changes in assumptions regarding industry economic factors and business strategies. If actual results are materially different than the assumptions used to determine fair value of the assets and liabilities acquired through a business combination, it is possible that adjustments to the carrying values of such assets and liabilities will have an impact on the Company’s net earnings. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. We make significant estimates in regard to realization of deferred tax assets; valuation of long-lived assets; valuation of contingent liabilities and self-insurance liabilities; and valuation of acquired businesses. Recent Accounting Pronouncements Adopted in 2023 55 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In September 2022, the FASB issued Accounting Standards Update (“ASU”) 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations , which requires disclosure of the existence of supplier financing programs. The guidance requires disclosure about the nature of the supplier financing agreements, including key terms and payment timing and determination of amounts, the accounting treatment for the transactions and the effect of the transactions on the financial statements, as well as any assets pledged or guarantees provided to the providers of the financing programs. The provisions of the new guidance were effective for years beginning after December 15, 2022 with the requirement to add rollforward disclosures for years beginning after December 15, 2023. The Company adopted this guidance effective December 26, 2022. The adoption of this guidance did not have a material impact on our Consolidated Financial Statements. Additional information regarding supplier finance programs is included in “Note 11. Supplier Finance Programs.” In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): 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. 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. The provisions of the new guidance are effective beginning March 12, 2020, extending through December 31, 2022 with the option to apply the guidance at any point during that time period. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848), which provides further clarification on the scope of Topic 848 so that derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions in Topic 848. Once an entity elects an expedient or exception it must be applied to all eligible contracts or transactions. The Company adopted this guidance effective December 26, 2022. The adoption did not have a material impact on our Consolidated Financial Statements. Recent Accounting Pronouncements Adopted in 2022 In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance , which requires annual disclosures for transactions with a government authority that are accounted for by a grant or contribution model. The guidance requires disclosure about the nature of certain government assistance received, the accounting treatment for the transactions and the effect of the transactions on the financial statements. The guidance is effective for annual periods beginning after December 15, 2021, with early adoption permitted. The adoption of this guidance did not have a material impact on our Consolidated Financial Statements. Recent Accounting Pronouncements Not Yet Adopted as of December 31, 2023 In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires additional disclosures for reportable segments. The guidance requires disclosures about significant segment expenses that are regularly provided to the chief operating decision maker along with additional measures of segment profit that are regularly used by the chief operating decision maker in assessing segment performance and deciding how to allocate resources. The provisions of the new guidance will be effective for years beginning after December 15, 2023 and interim periods in fiscal years beginning after December 15, 2024. The Company plans to adopt this guidance in the next fiscal year and are still assessing the impacts on our Consolidated Financial Statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires additional disclosures for income taxes to enhance transparency and usefulness of income tax disclosures. The guidance requires additional disclosures for the tabular rate reconciliation, income taxes paid, and the disaggregation of domestic, federal and state, and foreign components within income (or loss) from continuing operations before income tax expense (or benefit) and income tax expense (or benefit) from continuing operations. The provisions of the new guidance will be effective for years beginning after December 15, 2024. The Company plans to adopt this guidance as it becomes effective and is assessing the impacts on our Consolidated Financial Statements. 2. REVENUE RECOGNITION The vast majority of the Company’s revenue is derived from contracts which are based upon a customer ordering our products. While there may be master agreements, the contract is only established when the customer’s order is accepted by the Company. 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. The Company evaluates the transaction for distinct performance obligations, which are the sale of its products to customers. Since its products are commodity market-priced, the sales price is representative of the observable, standalone selling price. Each performance obligation is recognized based upon a pattern of recognition that reflects the transfer of control 56 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS to the customer at a point in time, which is upon destination (customer location or port of destination), which faithfully depicts the transfer of control and recognition of revenue. There are instances of customer pick-up at the Company’s facility, in which case control transfers to the customer at that point and the Company recognizes revenue. The Company’s performance obligations are typically fulfilled within days to weeks of the acceptance of the order. The Company makes judgments regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from revenue and cash flows with customers. 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. 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. When applicable, variable consideration is estimated at contract inception and updated on a regular basis until the contract is completed. 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. Disaggregated Revenue Revenue has been disaggregated into the following categories below to show how economic factors affect the nature, amount, timing and uncertainty of revenue and cash flows: Year Ended December 31, 2023 Fresh Prepared Export Other Total (In thousands) U.S. $ 8,105,268 $ 978,423 $ 533,205 $ 410,846 $ 10,027,742 U.K. and Europe 1,074,900 3,525,359 472,657 130,406 5,203,322 Mexico 1,796,670 212,651 — 121,832 2,131,153 Total net sales $ 10,976,838 $ 4,716,433 $ 1,005,862 $ 663,084 $ 17,362,217 Year Ended December 25, 2022 Fresh Prepared Export Other Total (In thousands) U.S. $ 8,624,421 $ 1,107,734 $ 552,823 $ 463,372 $ 10,748,350 U.K. and Europe 908,882 3,104,347 712,685 148,824 4,874,738 Mexico 1,587,809 167,589 — 89,891 1,845,289 Total net sales $ 11,121,112 $ 4,379,670 $ 1,265,508 $ 702,087 $ 17,468,377 Year Ended December 26, 2021 Fresh Prepared Export Other Total (In thousands) U.S. $ 7,264,448 $ 898,614 $ 459,371 $ 491,446 $ 9,113,879 U.K. and Europe 1,151,330 2,214,180 458,588 109,964 3,934,062 Mexico 1,515,453 128,208 — 85,856 1,729,517 Total net sales $ 9,931,231 $ 3,241,002 $ 917,959 $ 687,266 $ 14,777,458 Contract Costs The Company can incur incremental costs to obtain or fulfill a contract such as broker expenses that are not expected to be recovered. The amortization period for such expenses is less than one year; therefore, the costs are expensed as incurred. Taxes 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. Contract Balances The Company receives payment from customers based on terms established with the customer. Payments are typically due within 14 to 30 days of delivery. Revenue contract liabilities relate to payments received in advance of satisfying the performance under the customer contract. The revenue contract liabilities relate to customer prepayments and the advanced 57 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS consideration, such as cash, received from governmental agency contracts for which performance obligations to the end customer have not been satisfied. Changes in the revenue contract liability balances for the years ended December 31, 2023 and December 25, 2022 were as follows: December 31, 2023 December 25, 2022 (In thousands) Balance, beginning of year $ 34,486 $ 22,321 Revenue recognized ( 28,674 ) ( 19,712 ) Cash received, excluding amounts recognized as revenue during the period 79,146 31,877 Balance, end of year $ 84,958 $ 34,486 3. LEASES 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. and Europe. Additionally, the Company leases equipment, over-the-road transportation vehicles and other assets in all three reportable segments. The Company is also party to a limited number of finance lease agreements in the U.S. The Company’s leases have remaining lease terms of less than one year to 17 years, some of which may include options to extend the lease for up to five years and some of which may include options to terminate the lease within one year . The exercise of options to extend lease terms is at the Company’s sole discretion. Certain leases also include options to purchase the leased property. Certain lease agreements include rental payment increases over the lease term that can be either fixed or variable. 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. Variable payment increases not based on an index are recognized as incurred. Certain lease agreements contain residual value guarantees, primarily vehicle and transportation equipment leases. The following table presents components of lease expense (in thousands). Operating lease cost, finance lease amortization and finance lease interest are respectively included in Cost of sales, SG&A expense and Interest expense, net of capitalized interest in the Consolidated Statements of Income. For the Year Ended December 31, 2023 December 25, 2022 Operating lease cost (a) $ 92,877 $ 98,353 Amortization of finance lease assets 921 472 Interest on finance leases 95 132 Short-term lease cost 93,739 77,100 Variable lease cost 2,751 4,102 Net lease cost $ 190,383 $ 180,159 (a) Sublease income is immaterial and not included in operating lease costs. The weighted-average remaining lease term and discount rate for lease liabilities included in our Consolidated Balance Sheets are as follows: December 31, 2023 December 25, 2022 Weighted-average remaining lease term: Operating leases 5.73 years 5.80 years Finance leases 4.34 years 4.52 years Weighted-average discount rate: Operating leases 4.24 % 4.00 % Finance leases 2.81 % 3.19 % Supplemental cash flow information related to leases is as follows (in thousands): 58 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2023 December 25, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows - operating leases $ 94,087 $ 69,349 Operating cash flows - finance leases 96 132 Financing cash flows - finance leases 979 924 Operating lease assets obtained in exchange for operating lease liabilities 36,967 56,988 Future minimum lease payments under noncancelable leases as of December 31, 2023 are as follows (in thousands): Operating Leases Finance Leases For the fiscal years ending December: 2024 $ 77,745 $ 742 2025 57,462 587 2026 51,548 554 2027 37,909 526 2028 24,907 219 Thereafter 55,859 — Total future minimum lease payments 305,430 2,628 Less: imputed interest ( 34,642 ) ( 142 ) Present value of lease liabilities $ 270,788 $ 2,486 Lease liabilities are included in our Consolidated Balance Sheets as follows (in thousands): December 31, 2023 December 25, 2022 Operating Leases Finance Leases Operating Leases Finance Leases Accrued expenses and other current liabilities $ 67,440 $ — $ 79,222 $ — Current maturities of long-term debt — 674 — 966 Noncurrent operating lease liability, less current maturities 203,348 — 230,701 — Long-term debt, less current maturities — 1,812 — 2,658 Total lease liabilities $ 270,788 $ 2,486 $ 309,923 $ 3,624 4. DERIVATIVE FINANCIAL INSTRUMENTS 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. The Company considers these raw materials generally available from a number of different sources and believes it can obtain them to meet its requirements. 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. 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. The Company may purchase longer-term derivative financial instruments on particular commodities if deemed appropriate. The Company has operations in Mexico, the U.K., France, the Netherlands and the Republic of Ireland. Therefore, it has exposure to translational foreign exchange risk when the financial results of those operations are remeasured in U.S. dollars. The Company has purchased foreign currency forward contracts to partially manage this translational foreign exchange risk. 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. The Company’s counterparties require that it post collateral for changes in the net fair value of the derivative contracts. This cash collateral is reported in the line item Restricted cash and cash equivalents on the Consolidated Balance Sheets. Undesignated contracts may include contracts not designated as hedges or contracts that do not qualify for hedge accounting. The fair value of each of these derivatives is recognized in the Consolidated Balance Sheets within Prepaid expenses and other current assets or Accrued expenses and other current liabilities . Changes in fair value of each derivative are 59 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS recognized immediately in the Consolidated Statements of Income within Net sales, Cost of sales, Selling, general and administrative expense , or Foreign currency transaction (gains) losses depending on the risk the derivative is intended to mitigate. While management believes these instruments help mitigate various market risks, they are not designated and accounted for as hedges as a result of the extensive record keeping requirements. The Company does not apply hedge accounting treatment to certain derivative financial instruments that it has purchased to mitigate commodity purchase exposures in the U.S. and Mexico or foreign currency transaction exposures on our Mexico operations. Therefore, the Company recognized changes in the fair value of these derivative financial instruments immediately in earnings. 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. Realized gains and losses related to cash flows are disclosed in the Consolidated Statements of Cash Flows in Cash Provided by Operating Activities. Unrealized gains and losses related to cash flows are disclosed in the Consolidated Statements of Cash Flows in the line item Other operating assets and liabilities. Gains or losses related to the foreign currency derivative financial instruments are included in the line item Foreign currency transaction losses (gains) and Cost of sales in the Consolidated Statements of Income. The Company does apply hedge accounting to certain derivative financial instruments related to its U.K. and Europe reportable segment that it has purchased to mitigate foreign currency transaction exposures. Before the settlement date of the financial derivative instruments, the Company recognizes changes in the fair value of the cash flow hedge into accumulated other comprehensive loss (“AOCL”). When the derivative financial instruments are settled, the amount in AOCL is then reclassified to earnings. Gains or losses related to these derivative financial instruments are included in the line items Net sales and Cost of sales in the Consolidated Statements of Income. We have generally applied the normal purchase and normal sale scope exception (“NPNS”) to our forward physical grain purchase contracts delivered by truck and to our forward physical natural gas and solar-generated power purchase contracts. NPNS contracts are accounted for using the accrual method of accounting; therefore, amounts payable under these contracts are recorded when we take delivery of the contracted product and no amounts were recorded for the fair value of these contracts in the Consolidated Financial Statements at December 31, 2023 and December 25, 2022. Information regarding the Company’s outstanding derivative instruments and cash collateral posted with brokers is included in the following table: December 31, 2023 December 25, 2022 (In thousands) Fair values: Commodity derivative assets $ 1,202 $ 17,922 Commodity derivative liabilities ( 17,118 ) ( 9,042 ) Foreign currency derivative assets 175 555 Foreign currency derivative liabilities ( 723 ) ( 6,170 ) Sales contract derivative assets 960 — Sales contract derivative liabilities — ( 3,705 ) Cash collateral posted with brokers (a) 33,475 33,771 Derivatives Coverage (b) : Corn 10.9 % 14.4 % Soybean meal 39.6 % 10.1 % Period through which stated percent of needs are covered: Corn July 2024 December 2023 Soybean meal March 2024 December 2023 (a) Collateral posted with brokers consists primarily of cash, short term treasury bills, or other cash equivalents. (b) Derivatives coverage is the percent of anticipated commodity needs covered by outstanding derivative instruments through a specified date. The following table presents the gains and losses of each derivative instrument held by the Company not designated or qualifying as hedging instruments: 60 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Years Ended Type of Contract (a) December 31, 2023 December 25, 2022 December 26, 2021 Affected Line Item in the Consolidated Statements of Income Foreign currency derivatives gain (loss) $ ( 34,229 ) $ ( 35,586 ) $ 12,806 Foreign currency transaction losses (gains) Commodity derivative gain (loss) ( 5,318 ) 53,899 50,404 Cost of sales Sales contract derivative gain (loss) 4,665 8,985 ( 12,691 ) Net sales Total $ ( 34,882 ) $ 27,298 $ 50,519 (a) Amounts in parentheses represent income (expenses) related to results of operations. The following tables present the components of the gain or loss on derivatives that qualify as cash flow hedges: Gain (Loss) Recognized in Other Comprehensive Loss December 31, 2023 December 25, 2022 December 26, 2021 (In thousands) Foreign currency derivatives $ ( 2,579 ) $ 1,719 $ 471 Interest rate swap derivatives — 98 ( 88 ) Total $ ( 2,579 ) $ 1,817 $ 383 Gain (Loss) Reclassified from AOCI into Income December 31, 2023 December 25, 2022 Net sales (a) Cost of sales (b) Interest expense, net of capitalized interest (b) Net sales (a) Cost of sales (b) Interest expense, net of capitalized interest (b) (In thousands) Total amounts of income and expense line items presented in the Consolidated Statements of Income in which the effects of cash flow hedges are recorded $ 17,362,217 $ 16,243,816 $ 202,272 $ 17,468,377 $ 15,656,574 $ 152,672 Impact from cash flow hedging instruments: Interest rates swap derivatives — — — — — 98 Foreign currency derivatives ( 1,816 ) ( 3 ) — ( 3,194 ) 851 — (a) Amounts represent income (expenses) related to net sales. (b) Amounts represent expenses (income) related to cost of sales and interest expense. As of December 31, 2023, there were immaterial pre-tax deferred net losses on foreign currency derivatives recorded in AOCL that are expected to be reclassified to the Consolidated Statements of Income during the next twelve months. 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 losses to earnings. 5. TRADE ACCOUNTS AND OTHER RECEIVABLES Trade accounts and other receivables (including accounts receivable from related parties), less allowance for credit losses, consisted of the following: December 31, 2023 December 25, 2022 (In thousands) Trade accounts receivable $ 1,027,916 $ 984,332 Notes receivable 51,168 33,477 Other receivables 59,435 88,962 Receivables, gross 1,138,519 1,106,771 Allowance for credit losses ( 9,341 ) ( 9,559 ) Receivables, net $ 1,129,178 $ 1,097,212 Accounts receivable from related parties (a) $ 1,778 $ 2,512 (a) Additional information regarding accounts receivable from related parties is included in “Note 19. Related Party Transactions.” 61 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Activity in the allowance for credit losses was as follows: December 31, 2023 December 25, 2022 Allowance for Credit Losses: (In thousands) Balance, beginning of period $ ( 9,559 ) $ ( 9,673 ) Provision charged to operating results ( 1,439 ) ( 675 ) Account write-offs and recoveries 2,436 597 Effect of exchange rate ( 779 ) 192 Balance, end of period $ ( 9,341 ) $ ( 9,559 ) In June 2023, the Company and JBS USA Food Company (“JBS USA”) jointly entered into a receivables purchase agreement with a bank for an uncommitted facility with a maximum capacity of $ 415.0 million and no recourse to the Company or JBS USA. Under the facility, the Company may sell eligible trade receivables in exchange for cash. Transfers under the agreement are recorded as a sale under ASC 860, Broad Transactions – Transfers and Servicing . At the transfer date, the Company received cash equal to the face value of the receivables sold less a fee based on the current Secured Overnight Financing Rate (“SOFR”) plus an applicable margin applied over the customer payment term. The fees are immaterial. December 31, 2023 December 25, 2022 Allowance for Sales Adjustments (a) : (In thousands) Balance, beginning of period $ 6,905 $ 11,472 Charged to operating results 337,546 238,135 Deductions ( 335,253 ) ( 242,702 ) Balance, end of period $ 9,198 $ 6,905 (a) Deductions either written off, rebilled or reclassified as liabilities. 6. INVENTORIES Inventories consisted of the following: December 31, 2023 December 25, 2022 (In thousands) Raw materials and work-in-process $ 1,158,467 $ 1,204,092 Finished products 642,028 596,375 Operating supplies 75,530 95,367 Maintenance materials and parts 109,374 94,350 Total inventories $ 1,985,399 $ 1,990,184 7. INVESTMENTS IN SECURITIES The Company recognizes investments in available-for-sale securities as cash equivalents, current investments or long-term investments depending upon each security’s length to maturity. The following table summarizes our investments in available-for-sale securities: December 31, 2023 December 25, 2022 Cost Fair Value Cost Fair Value (In thousands) Fixed income securities $ 324,808 $ 324,947 $ 167,366 $ 167,430 Gross realized gains during 2023 and 2022 related to the Company’s available-for-sale securities totaled $ 21.5 million and $ 7.1 million, respectively, while gross realized losses were immaterial . Net unrealized holding gains and losses on the Company’s available-for-sale securities recognized during 2023 and 2022 that have been included in accumulated other comprehensive income (loss) and the net amount of gains and losses reclassified out of accumulated other comprehensive income (loss) to earnings during 2023 and 2022 are disclosed in “Note 14. Stockholders’ Equity.” 62 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 8. GOODWILL AND INTANGIBLE ASSETS The activity in goodwill by reportable segment for the years ended December 31, 2023 and December 25, 2022 were as follows: December 25, 2022 Additions Currency Translation December 31, 2023 (In thousands) U.S. $ 41,936 $ — $ — $ 41,936 U.K. and Europe 1,058,204 — 58,317 1,116,521 Mexico 127,804 — — 127,804 Total $ 1,227,944 $ — $ 58,317 $ 1,286,261 December 26, 2021 Additions Currency Translation December 25, 2022 (In thousands) U.S. $ 41,936 $ — $ — $ 41,936 U.K. and Europe 1,167,512 5,401 ( 114,709 ) 1,058,204 Mexico 127,804 — — 127,804 Total $ 1,337,252 $ 5,401 $ ( 114,709 ) $ 1,227,944 Intangible assets consisted of the following: December 25, 2022 Amortization Disposals Currency Translation December 31, 2023 (In thousands) Carrying amount: Trade names not subject to amortization $ 549,024 $ — $ — $ 31,449 $ 580,473 Trade names subject to amortization 112,057 — — 624 112,681 Customer relationships 427,662 — — 14,057 441,719 Accumulated amortization: Trade names ( 53,708 ) ( 3,886 ) — ( 168 ) ( 57,762 ) Customer relationships ( 189,015 ) ( 29,210 ) — ( 4,903 ) ( 223,128 ) Total $ 846,020 $ ( 33,096 ) $ — $ 41,059 $ 853,983 December 26, 2021 Amortization Disposals Currency Translation December 25, 2022 (In thousands) Carrying amount: Trade names not subject to amortization $ 609,713 $ — $ — $ ( 60,689 ) $ 549,024 Trade names subject to amortization 114,268 — — ( 2,211 ) 112,057 Customer relationships 455,459 — — ( 27,797 ) 427,662 Non-compete agreements 320 — ( 320 ) — — Accumulated amortization: Trade names ( 49,901 ) ( 3,894 ) — 87 ( 53,708 ) Customer relationships ( 166,296 ) ( 29,844 ) — 7,125 ( 189,015 ) Non-compete agreements ( 320 ) — 320 — — Total $ 963,243 $ ( 33,738 ) $ — $ ( 83,485 ) $ 846,020 63 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Intangible assets are amortized over the estimated useful lives of the assets as follows: Trade names subject to amortization 15 - 20 years Customer relationships 3 - 18 years Non-compete agreements 3 years The Company expects to recognize amortization expense associated with intangible assets of $ 30.3 million in 2024, $ 30.3 million in 2025, $ 28.3 million in 2026, $ 24.4 million in 2027 and $ 24.4 million in 2028. The Company elected to bypass a qualitative assessment to determine whether it was more likely than not that reporting unit fair value was less than reporting unit carrying amount (including goodwill) for each of its reporting units with a material amount of goodwill reported as of December 31, 2023. Instead, the Company performed a quantitative impairment test for each reporting unit with a material amount of goodwill reported as of December 31, 2023. Based on the results of the quantitative impairment tests, there was no goodwill impairment in any of the Company’s reporting units as of December 31, 2023. The Company elected to bypass a qualitative assessment to determine whether it was more likely than not that indefinite-lived intangible asset fair value was less than indefinite-lived intangible asset carrying amount for each of its intangible assets not subject to amortization as of December 31, 2023. Instead, the Company performed a quantitative impairment test for each intangible asset not subject to amortization as of December 31, 2023. Based on the results of the quantitative impairment tests, there was no impairment of any of the Company’s intangible assets not subject to amortization as of December 31, 2023. As of December 31, 2023, the Company assessed if events or changes in circumstances indicated that the aggregate carrying amount of its intangible assets subject to amortization might not be recoverable. There were no indicators present that required the Company to test the recoverability of the aggregate carrying amount of its intangible assets subject to amortization at that date. 9. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment (“PP&E”), net consisted of the following: December 31, 2023 December 25, 2022 (In thousands) Land $ 273,846 $ 263,494 Buildings 2,170,716 2,065,042 Machinery and equipment 3,953,008 3,651,464 Autos and trucks 93,858 77,865 Finance lease assets 5,550 5,710 Construction-in-progress 458,146 358,819 PP&E, gross 6,955,124 6,422,394 Accumulated depreciation ( 3,796,721 ) ( 3,481,548 ) PP&E, net $ 3,158,403 $ 2,940,846 The Company recognized depreciation expense of $ 386.8 million, $ 369.4 million and $ 354.4 million during 2023, 2022 and 2021, respectively. During 2023, the Company incurred $ 557.8 million on capital projects and transferred $ 461 million of completed projects from construction-in-progress to depreciable assets. Capital expenditures during 2023 were primarily incurred for growth projects, such as the Athens, GA expansion and the South Georgia protein conversion plant, and to improve operational efficiencies, system enhancement projects, and to reduce costs. During 2022, the Company spent $ 487.1 million on capital projects and transferred $ 354.2 million of completed projects from construction-in-progress to depreciable assets. Capital expenditures in accounts payable and accrued expenses for the years ended December 31, 2023 and December 25, 2022 were $ 85.9 million and $ 72.0 million, respectively. During 2023, the Company sold certain PP&E for $ 19.8 million and recognized a gain of $ 6.1 million. PP&E sold in 2023 consisted of a farm in Mexico and other miscellaneous equipment. During 2022, the Company sold certain PP&E for $ 35.5 million and recognized a gain of $ 18.9 million. PP&E sold in 2022 consisted of a farm in Mexico and other miscellaneous equipment. 64 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company has closed or idled various facilities in the U.S. and the U.K. The Board of Directors has not determined if it would be in the best interest of the Company to divest any of these idled assets. Management is therefore not certain that it can or will divest any of these assets within one year, is not actively marketing these assets and, accordingly, has not classified them as assets held for sale. The Company continues to depreciate these assets. As of December 31, 2023, the carrying amount of these idled assets was $ 59.9 million based on depreciable value of $ 217.4 million and accumulated depreciation of $ 157.5 million. During 2023, the Company recognized an impairment loss on PP&E of $ 4.0 million incurred as a result of planned restructuring activities in the U.K. and Europe reportable segment. Additional information regarding restructuring activities is included in “Note 18. Restructuring-Related Activities.” As of December 31, 2023, the Company assessed if events or changes in circumstances indicated that the aggregate carrying amount of its property, plant and equipment held for use might not be recoverable. There were no indicators present that required the Company to test the recoverability of the aggregate carrying amount of its property, plant and equipment held for use at that date. 10. CURRENT LIABILITIES Current liabilities, other than income taxes and current maturities of long-term debt, consisted of the following components: December 31, 2023 December 25, 2022 (In thousands) Accounts payable Trade accounts $ 1,294,830 $ 1,476,552 Book overdrafts 90,612 93,800 Other payables 25,134 17,587 Total accounts payable 1,410,576 1,587,939 Accounts payable to related parties (a) 41,254 12,155 Revenue contract liabilities (b) 84,958 34,486 Accrued expenses and other current liabilities Compensation and benefits 249,474 258,098 Accrued sales rebates 104,390 55,002 Insurance and self-insured claims 76,287 72,453 Litigation settlements 73,330 99,230 Interest and debt-related fees 71,508 32,433 Current maturities of operating lease liabilities (c) 67,440 79,222 Taxes 37,635 33,550 Derivative liabilities (d) 17,841 18,917 Other accrued expenses 228,822 201,994 Total accrued expenses and other current liabilities 926,727 850,899 Total current liabilities $ 2,463,515 $ 2,485,479 (a) Additional information regarding accounts payable to related parties is included in “Note 19. Related Party Transactions.” (b) Additional information regarding revenue contract liabilities is included in “Note 2. Revenue Recognition.” (c) Additional information regarding current maturities of operating lease liabilities is included in “Note 3. Leases.” (d) Additional information regarding derivative liabilities is included in “Note 4. Derivative Financial Instruments.” 11. SUPPLIER FINANCE PROGRAMS The Company maintains supplier finance programs , under which we agree to pay for confirmed invoices from participating suppliers to a financing entity. Maturity dates are generally between 65 - 180 days and we pay either the supplier or the financing entity depending on the supplier’s election. We do not have an economic interest in a supplier’s participation in the program or a direct financial relationship with the financial institution funding the program. As of December 31, 2023 and December 25, 2022, the outstanding balance of confirmed invoices was $ 192.7 million and $ 239.6 million respectively and are included in Accounts payable in the Consolidated Balance Sheets. 65 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 12. INCOME TAXES Income (loss) before income taxes by jurisdiction is as follows: Year Ended December 31, 2023 December 25, 2022 December 26, 2021 (In thousands) U.S. $ 26,887 $ 928,709 $ ( 141,940 ) Foreign 338,335 96,764 234,330 Total $ 365,222 $ 1,025,473 $ 92,390 The components of income tax expense (benefit) are set forth below: Year Ended December 31, 2023 December 25, 2022 December 26, 2021 (In thousands) Current: Federal $ ( 19,727 ) $ 169,660 $ 22,591 Foreign 59,326 52,995 115,772 State and other ( 3,369 ) 34,985 9,150 Total current 36,230 257,640 147,513 Deferred: Federal 12,783 14,654 ( 52,147 ) Foreign ( 10,573 ) 5,694 ( 16,225 ) State and other 4,465 947 ( 18,019 ) Total deferred 6,675 21,295 ( 86,391 ) Total $ 42,905 $ 278,935 $ 61,122 The effective tax rate for 2023 was 11.7 % compared to 27.2 % for 2022 and 66.2 % for 2021. The following table reconciles the statutory U.S. federal income tax rate to the Company’s effective income tax rate: Year Ended December 31, 2023 December 25, 2022 December 26, 2021 Federal income tax rate 21.0 % 21.0 % 21.0 % State tax rate, net 0.6 3.2 ( 4.5 ) Mexico tax audit — 3.8 — Intercompany financing ( 5.7 ) ( 1.9 ) ( 14.1 ) Permanent items ( 0.9 ) ( 0.9 ) 1.7 Difference in U.S. statutory tax rate and foreign country effective tax rate 5.2 1.2 22.3 Rate change ( 0.7 ) ( 0.9 ) 26.6 Foreign currency translation ( 7.4 ) ( 0.9 ) 10.6 Tax credits ( 3.0 ) ( 0.4 ) ( 4.1 ) Change in reserve for unrecognized tax benefits — ( 0.4 ) 7.3 Change in valuation allowance 6.9 2.8 ( 0.2 ) Return to provision ( 4.1 ) — — Other ( 0.2 ) 0.6 ( 0.4 ) Total 11.7 % 27.2 % 66.2 % Included in the return to provision is a decrease of ( 4.2 )% in the effective tax rate related to a return to provision amount from the 2020 federal income tax return due to deconsolidation. The amount was recorded during the year ended December 31, 2023. Included in the Mexico tax audit is an increase of 3.8 % in the effective tax rate related to the Mexican tax authority’s claim that Avícola Pilgrim’s Pride de Mexico, S.A. de C.V. (“Avícola”) should have considered dividends paid out of its subsidiaries as partially taxable in tax years 2009 and 2010. The amount was recorded during the year ended December 25, 2022. Included in the change in reserve for unrecognized tax benefits is an increase of 7.0 % in the effective tax rate related to interest deductions in the U.K. for tax years 2017 through 2021. The amount was recorded during the year ended December 25, 2021. Significant components of the Company’s deferred tax liabilities and assets are as follows: December 31, 2023 December 25, 2022 (In thousands) Deferred tax liabilities: PP&E and identified intangible assets $ 519,458 $ 547,113 Inventories 99,144 99,889 Incentive compensation 8,984 11,138 Operating lease assets 81,942 76,914 Other 2,534 7,867 Total deferred tax liabilities 712,062 742,921 Deferred tax assets: U.S. net operating losses 24,902 12,297 Foreign net operating losses 55,583 53,801 Credit carry forwards 23,985 18,102 Allowance for credit losses 5,167 9,197 Accrued liabilities 81,156 127,714 Workers’ compensation 5,361 4,192 Pension and other postretirement benefits — 3,351 Operating lease liabilities 80,823 76,914 Advance payments 22,774 68,361 Interest expense limitations 93,685 37,353 Other 26,428 33,785 Total deferred tax assets 419,864 445,067 Valuation allowance ( 88,460 ) ( 64,361 ) Net deferred tax assets 331,404 380,706 Net deferred tax liabilities $ 380,658 $ 362,215 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. 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. 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. As of December 31, 2023, 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. As of December 31, 2023, the Company’s valuation allowance is $ 88.5 million, of which $ 11.0 million relates to our U.K. and Europe operations, $ 0.1 million relates to our Mexico operations, $ 53.0 million relates to Onix Investments UK Limited, Sandstone Holdings Sàrl and Arkose Investments ULC, indirect subsidiaries of Pilgrim’s, $ 11.8 million relates to our Puerto Rico operations, $ 11.8 million relates to U.S. foreign tax credits and $ 0.8 million relates to state net operating losses. Beginning Balance Additions Deductions Ending Balance (In thousands) Valuation allowance: 2023 $ 64,361 $ 25,296 $ ( 1,197 ) $ 88,460 2022 24,261 43,188 ( 3,088 ) 64,361 2021 33,678 — ( 9,417 ) 24,261 As of December 31, 2023, the Company had state net operating loss carry forwards of approximately $ 104.8 million that begin to expire in 2024. The Company also had Mexico net operating loss carry forwards as of December 31, 2023 of approximately $ 4.3 million that begin to expire in 2028. The Company also had U.K. net operating loss carry forwards as of December 31, 2023 of approximately $ 202.6 million that may be carried forward indefinitely. As of December 31, 2023, the Company had approximately $ 5.8 million of state tax credit carry forwards that begin to expire in 2024. For the years ended December 31, 2023 and December 25, 2022, there is a tax effect of $( 2.1 ) million and $( 2.5 ) million, respectively, reflected in other comprehensive loss. For the years ended December 31, 2023 and December 25, 2022, there are immaterial tax effects reflected in income tax expense due to excess tax benefits and shortfalls related to stock-based compensation. See “Note 1. Business and Summary of Significant Accounting Policies” for additional information. A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows: December 31, 2023 December 25, 2022 (In thousands) Unrecognized tax benefits, beginning of year $ 27,585 $ 20,242 Increase as a result of tax positions taken during prior years 17,415 13,950 Decrease for lapse in statute of limitations ( 7,201 ) ( 6,473 ) Decrease for tax positions of prior years ( 234 ) ( 134 ) Unrecognized tax benefits, end of year $ 37,565 $ 27,585 Included in unrecognized tax benefits of $ 37.6 million as of December 31, 2023, was $ 18.0 million of tax benefits that, if reco gnized, would reduce the Company’s effective tax rate. It is not practicable at this time to estimate the amount of unrecognized tax benefits that will change in the next twelve months. The Company recognizes interest and penalties related to unrecognized tax benefits in its provision for income taxes. As of December 31, 2023, the Company had recorded a liability of $ 5.9 million for interest and penalties. During 2023, accrued interest and penalty amounts related to uncertain tax positions increased by $ 2.7 million. The Company operates in the U.S. (including multiple state jurisdictions), Puerto Rico and several foreign locations including Mexico, the U.K., the Republic of Ireland, and continental Europe. With few exceptions, the Company is no longer subject to examinations by taxing authorities for years prior to 2019 in U.S. federal, state and local jurisdictions, for years prior to 2010 in Mexico, and for years prior to 2017 in the U.K. The Company has a tax sharing agreement with JBS USA Holdings effective for tax years beginning 2010. $ 1.4 million net tax receivable was accrued in 2023 as a capital contribution and an account receivable from a related party in our Consolidated Balance Sheet. The 2023 tax sharing accrual is related to true-ups of prior year tax sharing accruals. No tax sharing receivable or payable is accrued for the 2023 tax year. 66 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 13. DEBT Long-term debt and other borrowing arrangements, including current notes payable to banks, consisted of the following components: Maturity December 31, 2023 December 25, 2022 (In thousands) Senior notes payable, net of discount, at 6.875 % 2034 $ 490,408 $ — Senior notes payable, net of discount, at 6.25 % 2033 993,595 — Senior notes payable at 3.50 % 2032 900,000 900,000 Senior notes payable, net of discount, at 4.25 % 2031 992,711 991,692 Senior notes payable, net of discount at 5.875 % 2027 — 846,582 U.S. Revolving Credit Facility at 6.66 % - 8.75 % 2028 — — 2021 U.S. Credit Facility (defined below) Term note payable at 6.40 % - 8.50 % 2026 — 480,078 Revolving note payable at 4.33 % 2026 — — U.K. and Europe Revolver Facility (defined below) with notes payable at SONIA plus 1.25 % 2027 — — Mexico BBVA Credit Facility (defined below) with notes payable at TIIE plus 1.35 % 2026 — — Mexico Credit Facility (defined below) with notes payable at TIIE plus 1.70 % 2023 — — Finance lease obligations Various 2,486 3,624 Long-term debt 3,379,200 3,221,976 Less: Current maturities of long-term debt ( 674 ) ( 26,279 ) Long-term debt, less current maturities 3,378,526 3,195,697 Less: Capitalized financing costs ( 37,685 ) ( 29,265 ) Long-term debt, less current maturities, net of capitalized financing costs $ 3,340,841 $ 3,166,432 There are no future minimum principal payments due in each of the next five fiscal years subsequent to the year ended December 31, 2023. See “Note 3. Leases” for future minimum payments of finance lease obligations. U.S. Senior Notes U.S. Senior Notes Due 2027 On September 29, 2017, the Company completed a sale of $ 600.0 million aggregate principal amount of its 5.875 % unsecured senior notes due 2027. On March 7, 2018, the Company completed an add-on offering of $ 250.0 million of these senior notes (together with the senior notes issued in September 2017, the “Senior Notes due 2027”). The issuance price of this add-on offering was 97.25 %, which created gross proceeds of $ 243.1 million. The $ 6.9 million discount was amortized over the life of the Senior Notes due 2027 up to the point of redemption on October 12, 2023. 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. 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”). 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. On October 12, 2023, the outstanding balance for the Senior Notes due 2027 was paid in full with the proceeds from the Senior Notes due 2034, along with cash on hand as outlined below. U.S. Senior Notes Due 2031 On April 8, 2021, the Company completed a sale of $ 1.0 billion aggregate principal amount of its 4.25 % sustainability-linked unsecured senior notes due 2031 (“Senior Notes due 2031”). The Company used the net proceeds, together with cash on hand, to redeem previously issued senior notes. The issuance price of this offering was 98.994 %, which created gross proceeds of $ 989.9 million. The $ 10.1 million discount will be amortized over the remaining life of the Senior Notes due 67 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2031. Each issuance of the Senior Notes due 2031 is treated as a single class for all purposes under the April 2021 Indenture (defined below) and have the same terms. The Senior Notes due 2031 are governed by, and were issued pursuant to, an indenture dated as of April 8, 2021 by and among the Company, its guarantor subsidiaries and Regions Bank, as trustee (the “April 2021 Indenture”). The April 2021 Indenture provides, among other things, that the Senior Notes due 2031 bear interest at a rate of 4.25 % per annum payable semi-annually on April 15 and October 15 of each year. From and including October 15, 2026, the interest rate payable on the notes shall be increased to 4.50 % per annum unless the Company has notified the trustee at least 30 days prior to October 15, 2026 that in respect of the year ended December 31, 2025, (1) the Company’s greenhouse gas emissions intensity reduction target of 17.679 % by December 31, 2025 from a 2019 baseline (the “Sustainability Performance Target”) has been satisfied and (2) the satisfaction of the Sustainability Performance Target has been confirmed by a qualified provider of third-party assurance or attestation services appointed by the Company to review the Company’s statement of the greenhouse gas emissions intensity in accordance with its customary procedures. U.S. Senior Notes Due 2032 On September 2, 2021, the Company completed a sale of $ 900.0 million in aggregate principal amount of its 3.50 % unsecured senior notes due 2032 (“Senior Notes due 2032”). The Company used the proceeds, together with borrowings under the delayed draw term loan under its U.S. Credit Facility, to finance the acquisition of the Kerry Consumer Foods’ meats and meals businesses (now Pilgrim’s Food Masters) and to pay related fees and expenses. Each issuance of the Senior Notes due 2032 is treated as a single class for all purposes under the September 2021 Indenture (defined below) and have the same terms. The Senior Notes due 2032 are governed by, and were issued pursuant to, an indenture dated as of September 2, 2021 by and among the Company, its guarantor subsidiaries and Regions Bank, as trustee (the “September 2021 Indenture”). The September 2021 Indenture provides, among other things, that the Senior Notes due 2032 bear interest at a rate of 3.50 % per annum payable semi-annually on March 1 and September 1 of each year. On September 22, 2022, the Company announced expiration and receipt of requisite consents in its consent solicitation for certain amendments to its Senior Notes due 2031 and Senior Notes due 2032. The amendments conform certain provisions and restrictive covenants in each indenture to (1) reflect PPC investment grade status and (2) the corresponding provisions and restrictive covenants set forth in the indenture governing its Senior Notes due 2031 and Senior Notes due 2032. The amendments permanently eliminated certain covenants for the Company, including limitation on incurrence of additional debt, issuance of capital stock, restricted payments, asset sales, restrictions on distributions, affiliate transactions, guarantees of debt by restricted subsidiaries and provisions related to mergers and consolidation. In addition, provisions related to limitation on liens, sale and leaseback transactions, substitution of the company and measuring compliance were amended. U.S. Senior Notes Due 2033 On April 19, 2023, the Company completed a sale of $ 1.0 billion aggregate principal amount of its 6.25 % unsecured, registered senior notes due 2033 (“Senior Notes due 2033”). The Company used the net proceeds to repay the term loans and the outstanding balance under the U.S. Credit Facility as defined below. The remaining proceeds will be used for general corporate purposes, including repaying existing debt. The issuance price of this offering to the public was 99.312 %, which created gross proceeds of $ 993.1 million before transaction costs. The $ 6.9 million discount will be amortized over the remaining life of the Senior Notes due 2033. The Senior Notes due 2033 bear interest at a rate of 6.25 % per annum from the date of issuance until maturity, payable semiannually on January 1 and July 1 of each year, commencing on January 1, 2024. The Senior Notes due 2027, Senior Notes due 2031, Senior Notes due 2032, and Senior Notes due 2033 (together, “Guaranteed Senior Notes”) were and are each guaranteed on a senior unsecured basis by the Company’s guarantor subsidiaries. On February 16, 2023, the Company exchanged all of its outstanding principal amounts on the Senior Notes due 2031 and the Senior Notes due 2032 for an equal principal amount of new notes in a transaction registered under the Securities Act. The Senior Notes due 2033 were registered under the Securities Act from the date of sale. In addition, all of the Company’s other existing or future domestic restricted subsidiaries that incur or guarantee any other indebtedness (with limited exceptions) must also guarantee the Guaranteed Senior Notes. All the Guaranteed Senior Notes related guarantees were and are unsecured senior obligations of the Company and its guarantor subsidiaries and rank equally with all of the Company’s and its guarantor subsidiaries’ other unsubordinated indebtedness. The Guaranteed Senior Notes also contain customary covenants and events of default. U.S. Senior Notes Due 2034 On October 12, 2023, the Company completed a sale of $ 500.0 million aggregate principal amount of its 6.875 % unsecured, registered senior notes due 2034 (“Senior Notes due 2034”). The Company used the net proceeds from the offering 68 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS of the Senior Notes due 2034, together with cash on hand, to repurchase pursuant to a tender offer and redeem all of its outstanding 5.875 % Senior Notes due 2027. The issuance price of this offering to the public was 98.041 %, which created gross proceeds of $ 490.2 million before transaction costs. The $ 9.8 million discount will be amortized over the remaining life of the Senior Notes due 2034. The Senior Notes due 2034 bear interest at a rate of 6.875 % per annum from the date of issuance until maturity, payable semiannually in arrears on May 15 and November 15 of each year, commencing on May 15, 2024. The Senior Notes due 2034 are the Company’s senior unsecured obligations and will rank equally with all of the Company’s existing and future senior unsecured debt and rank senior to all of the Company’s existing and future subordinated debt. The Senior Notes due 2034 will be effectively junior to the Company’s existing and future secured debt to the extent of the value of the collateral securing such debt. The Senior Notes due 2034 are not guaranteed by the Company’s subsidiaries will be structurally subordinated to all existing and future liabilities (including trade payables) of the Company’s subsidiaries. U.S. Credit Facilities 2021 U.S. Credit Facility On August 9, 2021, the Company and certain of the Company’s subsidiaries entered into a Fifth Amended and Restated Credit Agreement (the “2021 U.S. Credit Facility”) with CoBank, ACB, as administrative agent and collateral agent, and the other lenders party thereto. The 2021 U.S. Credit Facility provides for an $ 800.0 million revolving credit commitment and a term loan commitment of up to $ 700.0 million (the “Term Loans”). On April 19, 2023, the outstanding balances for the swingline loans and term loans under the 2021 U.S. Credit Facility were paid in full with the proceeds from the Senior Notes 2033 as outlined above. On June 21, 2023, PPC, CoBank and the other lenders entered into a first amendment to the 2021 U.S. Credit Facility in connection with a benchmark transition event with respect to LIBOR. With the first amendment the parties agreed to replace LIBOR with Adjusted Term Secured Overnight Financing rate (“SOFR”), corresponding to Term SOFR plus a SOFR adjustment percentage per annum equal to 0.10 %. The 2021 U.S. Credit Facility was replaced by the Revolving Syndicated Facility Agreement (“RCF”) on October 4, 2023 as outlined in the details below. U.S. Revolving Syndicated Credit Facility On October 4, 2023 (the “Effective Date”), the Company and certain of the Company’s subsidiaries entered into an unsecured Revolving Credit Facility (the “RCF”) with CoBank, ACB as administrative agent, and the other lenders party thereto. The RCF replaced the 2021 U.S. Credit Facility detailed above. The RCF increased the Company’s availability under the revolving loan commitment from $ 800.0 million to $ 850.0 million, amended certain covenants, and extended the maturity date of the Company’s revolving loan commitments from August 9, 2026 to October 4, 2028. As of December 31, 2023, the Company had outstanding letters of credit and available borrowings under the revolving credit commitment of $ 25.1 million and $ 824.9 million, respectively. There were no outstanding borrowings as of December 31, 2023. Outstanding borrowings under the RCF bear interest at a per annum rate equal to SOFR or the prime rate plus applicable margins based on the Company’s credit ratings. The RCF also requires compliance with a minimum interest coverage ratio of 3.50:1.00 (the “Financial Maintenance Covenant”). The Borrowers may give collateral cure notice to the administrative agent, electing to provide full unconditional guarantee perfected by first priority security interest in substantially all U.S. assets. From and after the collateral cure date the financial maintenance covenant shall no longer be in effect, availability under the RCF shall be limited to collateral coverage, may be subject to a minimum fixed charge coverage ratio if utilization is above 80% and there shall be limitation on 1) liens, 2) indebtedness, 3) sales and other dispositions of assets, 4) dividends, distributions, and other payments in respect of equity interest, 5) investments, acquisitions, loans and advances, and 6) voluntary prepayments, redemptions or repurchases of unsecured subordinated material indebtedness. In each case, clauses 1 to 6 are subject to certain exceptions which can be material. The Company is currently in compliance with the covenants under the RCF. 69 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.K. and Europe Revolver Facility On June 24, 2022, Moy Park Holdings (Europe) Ltd. (“MPH(E)”) and other Pilgrim’s entities located in the U.K. and Republic of Ireland entered into an unsecured multicurrency revolving facility agreement (the “U.K. and Europe Revolver Facility”) with the Governor and Company of the Bank of Ireland, as agent, and the other lenders party thereto. The U.K. and Europe Revolver Facility provides for a multicurrency revolving loan commitment of up to £ 150.0 million. The loan commitment matures on June 24, 2027. Outstanding borrowings bear interest at the current Sterling Overnight Index Average (SONIA) interest rate plus 1.25 % (as defined in the U.K. and Europe Revolver Facility). All obligations under this agreement are guaranteed by certain of the Company’s subsidiaries. As of December 31, 2023, both the U.S. dollar-equivalent loan commitment and borrowing availability were $ 191.1 million and there were no outstanding borrowings under this agreement. The U.K. and Europe Revolver Facility contains representations and warranties, covenants, indemnities and conditions, in each case, that the Company believes are customary for transactions of this type. Pursuant to the terms of the agreement, the Company is required to meet certain financial and other restrictive covenants. Additionally, the Company is prohibited from taking certain actions without consent of the lenders, including, without limitation, incurring additional indebtedness, entering into certain mergers or other business combination transactions, permitting liens or other encumbrances on its assets and making restricted payments, including dividends, in each case, except as expressly permitted under the U.K. and Europe Revolver Facility. The Company is currently in compliance with the covenants under the U.K. and Europe Revolver Facility. Mexico Credit Facilities Mexico Credit Facility On December 14, 2018, certain of the Company’s Mexican subsidiaries entered into an unsecured credit agreement (the “Mexico Credit Facility”) with Banco del Bajio, Sociedad Anónima, Institución de Banca Múltiple, as lender. The loan commitment under the Mexico Credit Facility is Mex$ 1.5 billion and can be borrowed on a revolving basis. Outstanding borrowings under the Mexico Credit Facility accrue interest at a rate equal to the 28-Day Interbank Equilibrium Interest Rate (TIIE) plus 1.7 %. The Mexico Credit Facility contains covenants and defaults that the Company believes are customary for transactions of this type. The Mexico Credit Facility matured on December 14, 2023 and was not renewed. Mexico BBVA Credit Facility On August 15, 2023, certain of the Company’s Mexican subsidiaries entered into an unsecured credit agreement (the “Mexico BBVA Credit Facility”) with BBVA México as lender. The loan commitment under the Mexico BBVA Credit Facility is Mex$ 1.1 billion and can be borrowed on a revolving basis. Outstanding borrowings under the Mexico BBVA Credit Facility accrue interest at a rate equal to TIIE plus 1.35 %. The Mexico BBVA Credit Facility contains covenants and defaults that the Company believes are customary for transactions of this type. The Company is currently in compliance with the covenants under the Mexico BBVA Credit Facility. The Mexico BBVA Credit Facility will be used for general corporate and working capital purposes. The Mexico BBVA Credit Facility will mature on August 15, 2026. As of December 31, 2023, the U.S. dollar-equivalent of the loan commitment and borrowing availability was $ 65.4 million. As of December 31, 2023, there were no outstanding borrowings under the Mexico BBVA Credit Facility. 70 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 14. STOCKHOLDERS’ EQUITY Accumulated Other Comprehensive Loss The following tables provide information regarding the changes in AOCL during 2023 and 2022: 2023 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 Losses on Available-for-Sale Securities Total (In thousands) Balance, beginning of year $ ( 269,825 ) $ ( 1,162 ) $ ( 65,447 ) $ ( 14 ) $ ( 336,448 ) Other comprehensive income (loss) before reclassifications 154,975 ( 2,579 ) 5,437 ( 124 ) 157,709 Amounts reclassified from accumulated other comprehensive loss to net income — 1,813 807 133 2,753 Currency translation — 14 ( 511 ) — ( 497 ) Net current year other comprehensive income (loss) 154,975 ( 752 ) 5,733 9 159,965 Balance, end of year $ ( 114,850 ) $ ( 1,914 ) $ ( 59,714 ) $ ( 5 ) $ ( 176,483 ) 2022 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 Gains (Losses) on Available-for-Sale Securities Total (In thousands) Balance, beginning of year $ 27,241 $ ( 2,365 ) $ ( 72,873 ) $ — $ ( 47,997 ) Other comprehensive income (loss) before reclassifications ( 297,066 ) ( 1,718 ) 6,383 ( 1 ) ( 292,402 ) Amounts reclassified from accumulated other comprehensive loss to net income — 4,118 1,043 ( 13 ) 5,148 Currency translation — ( 1,197 ) — — ( 1,197 ) Net current year other comprehensive income (loss) ( 297,066 ) 1,203 7,426 ( 14 ) ( 288,451 ) Balance, end of year $ ( 269,825 ) $ ( 1,162 ) $ ( 65,447 ) $ ( 14 ) $ ( 336,448 ) Details about Accumulated Other Comprehensive Loss Components Amount Reclassified from Accumulated Other Comprehensive Loss (a) Affected Line Item in the Consolidated Statements of Income 2023 2022 (In thousands) Realized loss on settlement of foreign currency derivatives classified as cash flow hedges $ ( 1,816 ) $ ( 3,193 ) Net sales Realized gain (loss) on settlement of foreign currency derivatives classified as cash flow hedge 3 ( 851 ) Cost of sales Realized loss on settlement of interest rate swap derivatives classified as cash flow hedges — ( 98 ) Interest expense, net of capitalized interest Realized gain (loss) on sale of securities ( 175 ) 17 Interest income Amortization of pension and other postretirement plan actuarial losses (b) ( 1,065 ) ( 1,381 ) Miscellaneous, net Total before tax ( 3,053 ) ( 5,506 ) Tax benefit 300 358 Total reclassification for the period $ ( 2,753 ) $ ( 5,148 ) (a) Positive amounts represent income to the results of operations while amounts in parentheses represent expenses to the results of operations. 71 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (b) These accumulated other comprehensive loss components are included in the computation of net periodic pension cost. See “Note 15. Pension and Other Postretirement Benefits.” Preferred Stock The Company has authorized 50,000,000 shares of $ 0.01 par value preferred stock, although no shares have been issued and no shares are outstanding. Restrictions on Dividends The 2021 U.S. Credit Facility, the RCF and the indentures governing the Company’s senior notes restrict, but do not prohibit, the Company from declaring dividends. Additionally, the U.K. and Europe Revolver Facility prohibits MPH(E) and other Pilgrim’s entities located in the U.K. and Republic of Ireland to, among other things, make payments and distributions to the Company. 15. PENSION AND OTHER POSTRETIREMENT BENEFITS The Company sponsors programs that provide retirement benefits to most of its employees. 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. 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 $ 32.0 million, $ 30.9 million and $ 19.2 million in 2023, 2022 and 2021, respectively. The Company used a year-end measurement date of December 31, 2023 for its pension and postretirement benefits plans. Certain disclosures are listed below. Other disclosures are not material to the financial statements. Qualified Defined Benefit Pension Plans The Company sponsors four qualified defined benefit pension plans named 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 (the “Tulip Plan”) and the Geo Adams Group Pension Fund (the “Geo Adams Plan” and, together with the Tulip Plan, the “U.K. Plans”). The Union Plan covers certain locations or work groups within PPC. The GK Pension Plan covers certain eligible U.S. employees who were employed at locations that the Company purchased through its acquisition of Gold Kist in 2007. 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. The plan was frozen for that group as of March 31, 2007. The U.K. Plans cover certain eligible active and former U.K. employees who were employed at locations that the Company purchased through its acquisition of Tulip in 2019. Participation in the Tulip Plan was frozen as of October 31, 2007 and participation in the Geo Adams Plan was frozen as of September 5, 2008. Nonqualified Defined Benefit Pension Plans The Company sponsors two nonqualified defined benefit retirement plans named the Former Gold Kist Inc. Supplemental Executive Retirement Plan (the “SERP Plan”) and the Former Gold Kist Inc. Directors’ Emeriti Retirement Plan (the “Directors’ Emeriti Plan”). Pilgrim’s Pride assumed sponsorship of the SERP Plan and Directors’ Emeriti Plan through its acquisition of Gold Kist in 2007. The SERP Plan provides benefits on compensation in excess of certain IRC limitations to certain former executives with whom Gold Kist negotiated individual agreements. Benefits under the SERP Plan were frozen as of February 8, 2007. The Directors’ Emeriti Plan provides benefits to former Gold Kist directors. Defined Benefit Postretirement Life Insurance Plan The Company sponsors one defined benefit postretirement life insurance plan named the Gold Kist Inc. Retiree Life Insurance Plan (the “Retiree Life Plan” and together with the Union Plan, the GK Pension Plan, the SERP Plan and the Directors’ Emeriti Plan, the “U.S. Plans”). Pilgrim’s Pride assumed defined benefit postretirement medical and life insurance obligations, including the Retiree Life Plan, through its acquisition of Gold Kist in 2007. In January 2001, Gold Kist began to substantially curtail its programs for active employees. On July 1, 2003, Gold Kist terminated medical coverage for retirees age 65 or older, and only retired employees in the closed group between ages 55 and 65 could continue their coverage at rates above the average cost of the medical insurance plan for active employees. These retired employees all reached the age of 65 in 2012 and liabilities of the postretirement medical plan then ended. 72 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Defined Benefit Plans Obligations and Assets 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: Pension Benefits Other Benefits 2023 2022 2023 2022 Change in projected benefit obligation (In thousands) Projected benefit obligation, beginning of year $ 236,147 $ 373,062 $ 1,169 $ 1,346 Interest cost 11,322 6,777 54 23 Actuarial (gains) losses 238 ( 106,909 ) ( 21 ) ( 184 ) Benefits paid ( 17,072 ) ( 12,867 ) ( 42 ) ( 16 ) Curtailments and settlements — ( 5,053 ) — — Currency translation (gain) loss 6,873 ( 18,863 ) — — Projected benefit obligation, end of year $ 237,508 $ 236,147 $ 1,160 $ 1,169 Pension Benefits Other Benefits 2023 2022 2023 2022 Change in plan assets (In thousands) Fair value of plan assets, beginning of year $ 210,133 $ 326,409 $ — $ — Actual return on plan assets 17,709 ( 89,479 ) — — Contributions by employer 8,570 9,789 42 16 Benefits paid ( 17,072 ) ( 12,867 ) ( 42 ) ( 16 ) Curtailments and settlements — ( 5,053 ) — — Expenses paid from assets ( 327 ) ( 337 ) — — Currency translation gain (loss) 6,438 ( 18,329 ) — — Fair value of plan assets, end of year $ 225,451 $ 210,133 $ — $ — Pension Benefits Other Benefits 2023 2022 2023 2022 Funded status (In thousands) Unfunded benefit obligation, end of year $ ( 12,057 ) $ ( 26,014 ) $ ( 1,160 ) $ ( 1,169 ) Pension Benefits Other Benefits 2023 2022 2023 2022 Amounts recognized in the Consolidated Balance Sheets as of end of year (In thousands) Current liabilities $ ( 7,717 ) $ ( 841 ) $ ( 187 ) $ ( 177 ) Long-term liabilities ( 4,340 ) ( 25,173 ) ( 973 ) ( 992 ) Recognized liabilities $ ( 12,057 ) $ ( 26,014 ) $ ( 1,160 ) $ ( 1,169 ) Pension Benefits Other Benefits 2023 2022 2023 2022 Amounts recognized in accumulated other comprehensive loss at end of year (In thousands) Net actuarial loss (gain) $ 40,487 $ 48,121 $ ( 87 ) $ ( 66 ) The accumulated benefit obligation for the Company’s defined benefit pension plans was $ 237.5 million and $ 236.1 million as of December 31, 2023 and December 25, 2022, respectively. Each of the Company’s defined benefit pension plans had accumulated benefit obligations that exceeded the fair value of plan assets as of December 31, 2023 and December 25, 2022. As of December 31, 2023, the weighted average duration of our defined benefit obligation is 12.6 years. 73 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Net Periodic Benefit Costs Net benefit costs include the following components: Pension Benefits Other Benefits 2023 2022 2021 2023 2022 2021 (In thousands) Interest cost $ 11,322 $ 6,777 $ 5,763 $ 54 $ 23 $ 18 Estimated return on plan assets ( 10,393 ) ( 10,298 ) ( 10,562 ) — — — Settlement loss — 1,591 2,313 — — 21 Expenses paid from assets 327 337 425 — — — Amortization of net loss 1,048 1,364 2,257 — — 2 Amortization of past service cost 17 17 19 — — — Net cost (income) $ 2,321 $ ( 212 ) $ 215 $ 54 $ 23 $ 41 Economic Assumptions The weighted average assumptions used in determining pension and other postretirement plan information were as follows: Pension Benefits Other Benefits 2023 2022 2021 2023 2022 2021 Benefit obligation Discount rate 4.81 % 5.04 % 2.23 % 5.06 % 5.16 % 2.38 % Net pension and other postretirement cost Discount rate 4.93 % 3.67 % 2.08 % 5.16 % 2.38 % 1.80 % Expected return on plan assets 4.95 % 4.68 % 3.53 % 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. The discount rate assumptions used to determine future pension obligations at December 31, 2023 and December 25, 2022 were based on the Empower Above Mean Curve, which was designed by Empower to provide a means for plan sponsors to value the liabilities of their postretirement benefit plans. The Empower Above Mean Curve represents a series of annual discount rates from bonds with an AA minimum average credit quality rating as rated by Moody’s Investor Service, Standard & Poor’s and Fitch Ratings. The expected benefit payments were discounted by each corresponding discount rate on the yield curve. For payments beyond 30 years, the Company extended the curve assuming the discount rate derived in year 30 is extended to the end of the plan’s payment expectations. Once the present value of the string of benefit payments was established, the Company determined the single rate on the yield curve, that when applied to all obligations of the plan, would exactly match the previously determined present value. The discount rate assumptions used to determine future pension obligations for the U.K. pension plans at December 31, 2023 and December 25, 2022 were based on corporate bond spot yield curves provided by Merrill Lynch. Merrill Lynch bases this calculation entirely on AA1-AA3 rated bonds. As part of the evaluation of pension and other postretirement assumptions, the Company applied assumptions for mortality that incorporate generational white and blue collar mortality trends. In determining its benefit obligations, the Company used generational tables that take into consideration increases in plan participant longevity. As of December 31, 2023 and December 25, 2022, the U.S. pension and other postretirement benefit plans used variations of the Pri-2012 mortality table. The MP-2022 and MP-2021 mortality improvement scales were used for 2023 and 2022, respectively. As of December 31, 2023 and December 25, 2022, the U.K. pension plans used variations of the AxC00 mortality table in combination with the CMI_2022 Sk=7.5 and CMI_2021 Sk=7.5 mortality improvement scales for 2023 and 2022, respectively, for pre-retirement employees and the S3PMA mortality table in combination with the CMI_2022 Sk=7.5 and CMI_2021 Sk=7.5 mortality improvement scales for 2023 and 2022, respectively, for postretirement employees. The sensitivity of the projected benefit obligation for pension benefits to changes in the discount rate is set out below. 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. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. 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. 74 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Increase in Discount Rate of 0.25% Decrease in Discount Rate of 0.25% (In thousands) Impact on projected benefit obligation for pension benefits $ ( 6,358 ) $ 6,693 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. This determination was made using assumptions for return and volatility of the portfolio. Asset class assumptions were set using a combination of empirical and forward-looking analysis. To the extent historical results were affected by unsustainable trends or events, the effects of those trends or events were quantified and removed. The Company also considered anticipated asset allocations, investment strategies and the views of various investment professionals when developing this rate. Plan Assets The following table reflects the pension plans’ actual asset allocations: 2023 2022 Cash and cash equivalents 2 % 6 % Pooled separate accounts for the Union Plan (a) : Equity securities 2 % 2 % Fixed income securities 2 % 2 % Pooled separate accounts and common collective trust funds for the GK Pension Plan (a) : Equity securities 25 % 23 % Fixed income securities 15 % 15 % Real estate 2 % 3 % Pooled separate accounts for the U.K. Plans (a) : Equity securities 29 % 27 % Fixed income funds 1 % 1 % Liability driven investments 15 % 13 % Real estate 7 % 8 % Total assets 100 % 100 % (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. 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. Some PSAs and CCTs have no restrictions as to their investment strategy and can invest in riskier investments, such as derivatives, hedge funds, private equity funds, or similar investments. Absent regulatory or statutory limitations, the target asset allocation for the investment of pension assets in the PSAs for the Union Plan is 50 % in each of fixed income securities and equity securities, the target asset allocation for the investment of pension assets in the PSAs and/or CCTs for the GK Pension Plan is 35 % in fixed income securities, 60 % in equity securities and 5 % in real estate and investment of pension assets in the PSAs for the U.K. Plans is 21 % overseas equity, 15 % diversified alternatives, 10 % real estate, 28 % equity-linked liability driven investments, 11 % other liability driven investments and 15 % cash for the Tulip Pension Plan; and 37 % global equities, 20 % equity-linked liability driven investments, 18 % liability driven investments, 15 % corporate bonds and 10 % cash for the Geo Adams Group Pension Fund. The plans only invest in fixed income and equity instruments for which there is a readily available public market. The Company develops its expected long-term rate of return assumptions based on the historical rates of returns for equity and fixed income securities of the type in which its plans invest. 75 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The fair value measurements of plan assets fell into the following levels of the fair value hierarchy as of December 31, 2023 and December 25, 2022: 2023 2022 Level 1 (a) Level 2 (b) Level 3 (c) Total Level 1 (a) Level 2 (b) Level 3 (c) Total (In thousands) Cash and cash equivalents $ 5,394 $ — $ — $ 5,394 $ 12,072 $ — $ — $ 12,072 PSAs for the Union Plan: Large U.S. equity funds (d) — 2,123 — 2,123 — 1,995 — 1,995 Small/Mid U.S. equity funds (e) — 1,133 — 1,133 — 1,055 — 1,055 International equity funds (f) — 1,654 — 1,654 — 1,672 — 1,672 Fixed income funds (g) — 3,640 — 3,640 — 3,838 — 3,838 Real estate (h) — 437 — 437 — — — — PSAs and CCTs for the GK Pension Plan: Large U.S. equity funds (d) — 27,516 — 27,516 — 23,541 — 23,541 Small/Mid U.S. equity funds (e) — 13,991 — 13,991 — 12,446 — 12,446 International equity funds (f) — 13,751 — 13,751 — 13,171 — 13,171 Fixed income funds (g) — 34,111 — 34,111 — 30,865 — 30,865 Real estate (h) — 5,174 — 5,174 — 6,458 — 6,458 PSAs for the U.K. Plans: Large U.S. equity funds (d) — 29,648 — 29,648 — 23,149 — 23,149 International equity funds (f) — 36,507 — 36,507 — 31,767 — 31,767 Fixed income funds (g) — 3,376 — 3,376 — 3,081 — 3,081 Real estate (h) — 14,985 — 14,985 — 16,297 — 16,297 Liability driven investments (i) — 32,011 — 32,011 — 28,726 — 28,726 Total assets $ 5,394 $ 220,057 $ — $ 225,451 $ 12,072 $ 198,061 $ — $ 210,133 (a) Unadjusted quoted prices in active markets for identical assets are used to determine fair value. (b) Quoted prices in active markets for similar assets and inputs that are observable for the asset are used to determine fair value. (c) Unobservable inputs, such as discounted cash flow models or valuations, are used to determine fair value. (d) This category is comprised of investment options that invest in stocks, or shares of ownership, in large, well-established U.S. companies. These investment options typically carry more risk than fixed income options but have the potential for higher returns over longer time periods. (e) This category is generally comprised of investment options that invest in stocks, or shares of ownership, in small to medium-sized U.S. companies. These investment options typically carry more risk than larger U.S. equity investment options but have the potential for higher returns. (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. (g) This category is comprised of investment options that invest in bonds, or debt of a company or government entity (including U.S. and non-U.S. entities). These investment options typically carry more risk than short-term fixed income investment options, but less overall risk than equities. (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. (i) This category is comprised of investments that seek to ensure availability of funds to cover current and future liabilities. These investments are typically focused on both the assets and liabilities of the plan. Benefit Payments The following table reflects the benefits as of December 31, 2023 expected to be paid through 2033 from the Company’s pension and other postretirement plans. The Company’s pension plans are primarily funded plans. Therefore, anticipated benefits with respect to these plans will come primarily from the trusts established for these plans. The Company’s other postretirement plans are unfunded. Therefore, anticipated benefits with respect to these plans will come from the Company’s own assets. 76 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Pension Benefits Other Benefits (In thousands) 2024 $ 21,857 $ 187 2025 16,157 172 2026 16,031 158 2027 16,023 144 2028 15,807 130 2029-2033 75,749 452 Total $ 161,624 $ 1,243 As required by funding regulations or laws, the Company anticipates contributing $ 7.7 million and less than $ 0.2 million to its pension and other postretirement plans, respectively, during 2024. Unrecognized Benefit Amounts in Accumulated Other Comprehensive Loss 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: Pension Benefits Other Benefits 2023 2022 2021 2023 2022 2021 (In thousands) Net actuarial loss, beginning of year $ 48,121 $ 58,143 $ 95,522 $ ( 66 ) $ 118 $ 174 Amortization ( 1,065 ) ( 1,381 ) ( 2,276 ) — — ( 2 ) Settlement adjustments — ( 1,591 ) ( 2,313 ) — — ( 21 ) Actuarial loss (gain) 238 ( 106,909 ) ( 14,535 ) ( 21 ) ( 184 ) ( 33 ) Asset loss (gain) ( 7,317 ) 99,777 ( 18,563 ) — — — Net prior service cost — — — — — — Currency translation loss 510 82 308 — — — Net actuarial loss (gain), end of year $ 40,487 $ 48,121 $ 58,143 $ ( 87 ) $ ( 66 ) $ 118 Risk Management Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are detailed below: Asset volatility. The plan liabilities are calculated using a discount rate set with reference to corporate bond yields; if plan assets under perform this yield, this will create a deficit. The pension plans hold a significant proportion of equities, which are expected to outperform corporate bonds in the long-term while contributing volatility and risk in the short-term. The Company monitors the level of investment risk but has no current plan to significantly modify the mixture of investments. The investment position is discussed more below. Changes in bond yields. A decrease in corporate bond yields will increase plan liabilities, although this will be partially offset by an increase in the value of the plans’ bond holdings. The investment position is managed and monitored by a committee of individuals from various departments. This group actively monitors how the duration and the expected yield of the investments are matching the expected cash outflows arising from the pension obligations. The group has not changed the processes used to manage its risks from previous periods. The group does not use derivatives to manage its risk. Investments are well diversified, such that the failure of any single investment would not have a material impact on the overall level of assets. The majority of equities are in U.S. large and small cap companies with some global diversification into international entities. Remeasurement The Company remeasures both plan assets and obligations on a quarterly basis. 77 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Defined Contribution Plans The Company sponsors two defined contribution retirement savings plans in the U.S. reportable segment for eligible U.S. and Puerto Rico employees. 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. and Europe reportable segment for eligible U.K. and Europe employees, as required by U.K. and Europe law. The Company’s expenses related to its defined contribution plans totaled $ 28.5 million, $ 27.0 million and $ 17.0 million in 2023, 2022 and 2021, respectively. 16. INCENTIVE COMPENSATION The Company sponsors short-term incentive plans that provide the grant of either cash or stock-based bonus awards payable upon achievement of specified performance goals. As of December 31, 2023, the Company has accrued $ 26.6 million, $ 27.5 million and $ 8.1 million related to cash bonus awards that are recognized in the U.S., U.K & Europe, and Mexico reportable segments, 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”). Awards that may be granted under the LTIP include “incentive stock options,” within the meaning of the IRC, nonqualified stock options, stock appreciation rights, restricted stock awards and restricted stock units (“RSUs”). Equity-based awards are converted into shares of the Company’s common stock shortly after award vesting. Compensation cost to be recognized for an equity-based awards grant is 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. Liability-based awards granted under the LTIP are converted into cash shortly after award vesting. 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. 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. 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. As of December 31, 2023, we have in reserve approximately 0.5 million shares of common stock for future issuance under the 2019 LTIP. Compensation costs and the income tax benefit recognized for our stock-based compensation arrangements are included below: 2023 2022 2021 (In thousands) Equity-based awards compensation cost: Cost of sales $ 629 $ 959 $ 3,209 Selling, general and administrative expense 6,958 5,904 7,420 Total cost 7,587 6,863 10,629 Income tax benefit 1,836 1,671 2,587 Net cost $ 5,751 $ 5,192 $ 8,042 Liability-based awards compensation cost: Selling, general and administrative expense $ 2,491 $ 1,773 $ 7,715 Income tax benefit 603 432 1,878 Net cost $ 1,888 $ 1,341 $ 5,837 78 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company’s RSU activity is included below: 2023 2022 2021 Number Weighted Average Milestone Date Fair Value (a) Number Weighted Average Milestone Date Fair Value (a) Number Weighted Average Milestone Date Fair Value (a) (In thousands, except weighted average fair values) Equity-based RSUs: Outstanding at beginning of year 993 $ 22.00 554 $ 20.40 584 $ 22.12 Transferred to liability-based awards — — — — ( 8 ) 23.53 Granted 324 23.67 405 23.88 817 21.58 Vested ( 378 ) 22.25 ( 266 ) 23.25 ( 153 ) 19.48 Awards reinstated (forfeited) ( 28 ) 24.99 300 23.52 ( 686 ) 23.44 Outstanding at end of year 911 $ 22.40 993 $ 22.00 554 $ 20.40 2023 2022 2021 Number Weighted Average Milestone Date Fair Value (a) Number Weighted Average Milestone Date Fair Value (a) Number Weighted Average Milestone Date Fair Value (a) (In thousands, except weighted average fair values) Liability-based RSUs: Outstanding at beginning of year 377 $ 23.80 574 $ 27.55 267 $ 19.35 Transferred from equity-based awards — — — — 8 23.53 Granted 158 24.21 269 22.09 358 21.61 Vested ( 196 ) 25.27 ( 139 ) 27.55 ( 59 ) 20.10 Forfeited ( 97 ) 22.81 ( 327 ) 24.71 — — Outstanding at end of year 242 $ 27.66 377 $ 23.80 574 $ 27.55 (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 2023 were $ 9.3 million and $ 5.0 million, respectively. The total fair values of equity-based awards and liability-based awards vested during 2022 were $ 7.5 million and $ 5.6 million, respectively. As of December 31, 2023, the total unrecognized compensation cost related to all nonvested equity-based awards was $ 9.0 million. This cost is expected to be recognized over a weighted average period of 1.93 years. As of December 31, 2023, the total unrecognized compensation cost related to all nonvested liability-based awards was $ 4.1 million. This cost is expected to be recognized over a weighted average period of 1.73 years. Historically, we have issued new shares, as oppo sed to treasury shares, to satisfy equity-based award conversions. 17. FAIR VALUE MEASUREMENTS 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. 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: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2 Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability; or Level 3 Unobservable inputs, such as discounted cash flow models or valuations. 79 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. As of December 31, 2023 and December 25, 2022, the Company held assets and liabilities that were required to be measured at fair value on a recurring basis. The Company’s assets and liabilities consist of fixed income securities, long and short positions on exchange-traded commodity futures instruments, commodity options instruments, sales contracts instruments, and foreign currency instruments to manage translation and remeasurement risk. The following items were measured at fair value on a recurring basis: December 31, 2023 December 25, 2022 Level 1 Level 2 Total Level 1 Level 2 Total (In thousands) (In thousands) Assets: Fixed income securities $ 324,947 $ — $ 324,947 $ 167,430 $ — $ 167,430 Commodity derivative assets 1,202 — 1,202 17,922 — 17,922 Foreign currency derivative assets 175 — 175 555 — 555 Sales contract derivative assets — 960 960 — — — Liabilities: Commodity derivative liabilities ( 17,118 ) — ( 17,118 ) ( 9,042 ) — ( 9,042 ) Foreign currency derivative liabilities ( 723 ) — ( 723 ) ( 6,170 ) — ( 6,170 ) Sales contract derivative liabilities — — — — ( 3,705 ) ( 3,705 ) See “Note 4. Derivative Financial Instruments” and “Note 7. Investments in Securities” for additional information. 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. 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. 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. 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. 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. 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. The carrying amounts and estimated fair values of our debt obligations recorded in the Consolidated Balance Sheets consisted of the following: December 31, 2023 December 25, 2022 Carrying Amount Fair Value Carrying Amount Fair Value (In thousands) Fixed-rate senior notes payable at 3.50 %, at Level 2 inputs ( 900,000 ) ( 760,203 ) ( 900,000 ) ( 726,498 ) Fixed-rate senior notes payable at 4.25 %, at Level 2 inputs ( 992,711 ) ( 902,650 ) ( 991,691 ) ( 734,349 ) Fixed-rate senior notes payable at 5.875 %, at Level 2 inputs — — ( 846,582 ) ( 846,175 ) Fixed-rate senior notes payable at 6.25 %, at Level 2 inputs ( 993,595 ) ( 1,029,020 ) — — Fixed-rate senior notes payable at 6.875 %, at Level 2 inputs ( 490,408 ) ( 540,230 ) — — Variable-rate term note payable at 8.50 %, at Level 3 inputs — — ( 480,078 ) ( 489,857 ) See “Note 13. Debt” for additional information. 80 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. 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. 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. The fair values of the Company’s Level 2 fixed-rate debt obligations were based on the quoted market price at December 31, 2023 or December 25, 2022, as applicable. The Company had no Level 3 debt obligations outstanding as of December 31, 2023. 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. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges when required by U.S. GAAP. There were no significant fair value measurement losses recognized for such assets and liabilities in the periods reported. 18. RESTRUCTURING-RELATED ACTIVITIE S In 2022, the Company began restructuring initiatives to phase out and reduce processing volumes at multiple production facilities throughout the U.K. and Europe reportable segment. Implementation of these initiatives is expected to result in total pre-tax charges of approxim ately $ 75.1 million, and approximately $ 49.6 million of these charges are estimated to result in cash outlays. These activities were initiated in the fourth quarter of 2022 and were substantially completed by the end of 2023. In 2023, the Company began a restructuring initiative to phase out and reduce processing volumes at a production facility in the U.K. and Europe reportable segment. Implementation of this initiative is expected to result in total pre-tax charges of approxim ately $ 3.1 million, and all of these charges are estimated to result in cash outlays. This activity was initiated in the fourth quarter of 2023 and is expected to be substantially completed by the end of the first quarter of 2024. The following table provides a summary of our estimates of costs associated with these restructuring initiatives by major type of cost: Moy Park Pilgrim’s Pride Ltd. Pilgrim’s Food Masters 2022 Pilgrim’s Food Masters 2023 Total (In thousands) Earliest implementation date October 2022 November 2022 December 2022 October 2023 Expected predominant completion date June 2023 July 2023 July 2023 March 2024 Costs incurred and expected to be incurred: Employee-related costs $ 11,103 $ 20,098 $ 15,156 $ 3,113 $ 49,470 Asset impairment costs 4,709 — 4,224 — 8,933 Contract termination costs 248 — 358 — 606 Other exit and disposal costs (a) 6,245 6,638 6,330 — 19,213 Total exit and disposal costs $ 22,305 $ 26,736 $ 26,068 $ 3,113 $ 78,222 Costs incurred since earliest implementation date: Employee-related costs $ 11,103 $ 20,098 $ 14,490 $ 3,027 $ 48,718 Asset impairment costs 3,476 — 4,141 — 7,617 Contract termination costs 248 — — — 248 Other exit and disposal costs (a) 6,245 5,654 6,330 — 18,229 Total exit and disposal costs $ 21,072 $ 25,752 $ 24,961 $ 3,027 $ 74,812 (a) Comprised of other costs directly related to the restructuring initiatives including Moy Park flock depletion, the write-off of Pilgrim’s Pride Ltd. prepaid maintenance costs and Pilgrim’s Food Masters consulting fees. 81 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS During 2023, the Company recognized the following expenses and paid the following cash related to each restructuring initiative: Expenses Cash Outlays (In thousands) Moy Park $ 1,747 $ 7,719 Pilgrim’s Pride Ltd. 15,611 21,364 Pilgrim’s Food Masters 2022 23,960 21,350 Pilgrim’s Food Masters 2023 3,027 929 $ 44,345 $ 51,362 These expenses are reported in the line item Restructuring activities on the Consolidated Statements of Income. The following table reconciles liabilities and reserves associated with each restructuring initiative from its respective inception to December 31, 2023. 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. The ending reserve balance for inventory adjustments is reported in the line item Inventories in our Consolidated Balance Sheets. The ending reserve balance for asset impairments is reporting in the line item Property, plant and equipment, net in our Consolidated Balance Sheets. Moy Park Liability or reserve as of December 25, 2022 Restructuring charges incurred Cash payments and disposals Currency translation Liability or reserve as of December 31, 2023 (In thousands) Asset impairment $ 2,391 $ ( 83 ) $ ( 2,751 ) $ 443 $ — Inventory adjustments 1 47 ( 48 ) — — Other charges 6,025 162 ( 3,315 ) ( 228 ) 2,644 Other employee costs — 1,495 ( 1,495 ) — — Contract termination 122 126 ( 110 ) 6 144 Total $ 8,539 $ 1,747 $ ( 7,719 ) $ 221 $ 2,788 Pilgrim’s Pride Ltd. Liability or reserve as of December 25, 2022 Restructuring charges incurred Cash payments and disposals Currency translation Liability or reserve as of December 31, 2023 (In thousands) Employee retention benefits $ — $ 1,784 $ ( 1,810 ) $ 61 $ 35 Severance 5,503 10,105 ( 15,077 ) 203 734 Inventory adjustments 615 372 ( 722 ) 29 294 Lease termination 800 ( 236 ) ( 597 ) 197 164 Other charges 501 3,586 ( 3,158 ) ( 177 ) 752 Total $ 7,419 $ 15,611 $ ( 21,364 ) $ 313 $ 1,979 Pilgrim’s Food Masters 2022 Liability or reserve as of December 25, 2022 Restructuring charges incurred Cash payments and disposals Currency translation Liability or reserve as of December 31, 2023 (In thousands) Severance $ 639 $ 13,502 $ ( 12,865 ) $ 5 $ 1,281 Asset impairment — 4,141 ( 4,143 ) 2 — Inventory adjustments — 793 ( 728 ) — 65 Lease termination — 1,219 — 70 1,289 Other charges — 4,305 ( 3,614 ) ( 6 ) 685 Total $ 639 $ 23,960 $ ( 21,350 ) $ 71 $ 3,320 82 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Pilgrim’s Food Masters 2023 Liability or reserve as of December 25, 2022 Restructuring charges incurred Cash payments and disposals Currency translation Liability or reserve as of December 31, 2023 (In thousands) Employee retention benefits $ — $ 1,015 $ ( 508 ) $ 15 $ 522 Severance — 2,012 ( 421 ) 45 1,636 Total $ — $ 3,027 $ ( 929 ) $ 60 $ 2,158 19. RELATED PARTY TRANSACTIONS Pilgrim’s has been and, in some cases, continues to be a party to certain transactions with affiliated companies. Year Ended December 31, 2023 December 25, 2022 December 26, 2021 (In thousands) Sales to related parties JBS USA Food Company (a) $ 27,687 $ 24,224 $ 17,296 JBS Australia Pty. Ltd. 4,981 2,855 2,439 Other related parties 3,135 2,868 1,721 Total sales to related parties $ 35,803 $ 29,947 $ 21,456 Year Ended December 31, 2023 December 25, 2022 December 26, 2021 (In thousands) Cost of goods purchased from related parties JBS USA Food Company (a) $ 185,258 $ 156,452 $ 210,657 Seara Meats B.V. 28,828 44,364 4,722 Penasul UK LTD 13,932 13,516 6,697 JBS Asia CO Limited 4,953 7,762 5 Other related parties 7,168 1,476 1,054 Total cost of goods purchased from related parties $ 240,139 $ 223,570 $ 223,135 Year Ended December 31, 2023 December 25, 2022 December 26, 2021 (In thousands) Expenditures paid by related parties JBS USA Food Company (b) $ 156,439 $ 91,568 $ 97,713 Other related parties 15 97 13 Total expenditures paid by related parties $ 156,454 $ 91,665 $ 97,726 Year Ended December 31, 2023 December 25, 2022 December 26, 2021 (In thousands) Expenditures paid on behalf of related parties JBS USA Food Company (b) $ 22,734 $ 53,065 $ 42,951 Other related parties 5 5,514 — Total expenditures paid on behalf of related parties $ 22,739 $ 58,579 $ 42,951 Year Ended December 31, 2023 December 25, 2022 December 26, 2021 (In thousands) Other related party transactions Capital distribution (contribution) under tax sharing agreement (c) $ ( 1,425 ) $ 1,592 $ 1,961 83 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 December 25, 2022 (In thousands) Accounts receivable from related parties JBS USA Food Company (a) $ 967 $ 2,062 Seara Meats B.V. 46 61 Other related parties 765 389 Total accounts receivable from related parties $ 1,778 $ 2,512 December 31, 2023 December 25, 2022 (In thousands) Accounts payable to related parties JBS USA Food Company (a) $ 34,038 $ 7,434 JBS Asia Co Limited 2,254 2,099 Seara Meats B.V. 2,252 1,565 Penasul UK LTD 2,187 940 Other related parties 523 117 Total accounts payable to related parties $ 41,254 $ 12,155 (a) The Company routinely execute transactions to both purchase products from JBS USA Food Company and sell products to them. As of December 31, 2023, approximately $ 0.2 million of goods from JBS USA were in transit and not reflected on our Consolidated Balance Sheets. (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. The agreement expires on the date of expiration, or earlier termination, of the underlying SAP license agreement. The Company also has an agreement with JBS USA to allocate the costs of supporting the business operations by one consolidated corporate team, which have historically been supported by their respective corporate teams. Expenditures paid by JBS USA on behalf of the Company will be reimbursed by the Company and expenditures paid by the Company on behalf of JBS USA will be reimbursed by JBS USA. This agreement expires on December 31, 2024. (c) The Company entered into a TSA during 2014 with JBS USA Holdings effective for tax years starting in 2010. The net tax receivable for tax year 2023 was recorded in 2023 and will be paid in 2024. The net tax payable for tax year 2022 was accrued in 2022 and was paid in 2023. The net tax payable for tax year 2021 was accrued in 2021 and was paid in 2022. 20. REPORTABLE SEGMENTS The Company operates in three reportable segments: U.S., U.K. and Europe and Mexico. The Company measures segment profit as operating income. Corporate expenses are allocated to the Mexico and U.K. and Europe reportable segments based upon various apportionment methods for specific expenditures incurred related thereto with the remaining amounts allocated to the U.S. reportable segment. We conduct separate operations in the continental U.S. and in Puerto Rico. For segment reporting purposes, the Puerto Rico operations are included in the U.S. reportable segment. The chicken products processed by the U.S. reportable segment are sold to foodservice, retail and frozen entrée customers. The segment’s primary distribution is through retailers, foodservice distributors and restaurants. The U.K. and Europe reportable segment processes primarily fresh chicken, pork products, specialty meats, ready meals and other prepared foods that are sold to foodservice, retail and direct to consumer customers. The segment’s primary distribution is through retailers, foodservice distributors and restaurants. The chicken products processed by the Mexico reportable segment are sold to foodservice, retail and frozen entrée customers. The segment’s primary distribution is through retailers, foodservice distributors and restaurants. 84 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Additional information regarding reportable segments is as follows: Year Ended December 31, 2023 (a) December 25, 2022 (b) December 26, 2021 (c) (In thousands) Net sales U.S. $ 10,027,742 $ 10,748,350 $ 9,113,879 U.K. and Europe 5,203,322 4,874,738 3,934,062 Mexico 2,131,153 1,845,289 1,729,517 Total $ 17,362,217 $ 17,468,377 $ 14,777,458 (a) For the year 2023, the U.S. reportable segment had intercompany sales to the Mexico reportable segment of $ 370.1 million. These sales consisted of fresh products, prepared products and grain and are eliminated in our consolidation. (b) For the year 2022, the U.S. reportable segment had intercompany sales to the Mexico reportable segment of $ 120.9 million. These sales consisted of fresh products, prepared products, eggs and grain and are eliminated in our consolidation.. For the year 2022, the U.K. and Europe reportable segment had intercompany sales of eggs to the U.S. reportable segment of $ 5.3 million, which were eliminated in our consolidation. (c) For the year 2021, the U.S. reportable segment had intercompany sales to the Mexico reportable segment of $ 296.9 million. These sales consisted of fresh products, prepared products and grain and are eliminated in our consolidation. Year Ended December 31, 2023 December 25, 2022 December 26, 2021 (In thousands) Operating income U.S. $ 238,894 $ 1,094,025 $ ( 17,036 ) U.K. and Europe 128,151 ( 934 ) ( 627 ) Mexico 155,455 83,450 228,773 Eliminations ( 214 ) 54 54 Total operating income 522,286 1,176,595 211,164 Interest expense, net of capitalized interest 202,272 152,672 145,792 Interest income ( 35,651 ) ( 9,028 ) ( 6,056 ) Foreign currency transaction losses (gains) 20,570 30,817 ( 9,382 ) Miscellaneous, net ( 30,127 ) ( 23,339 ) ( 11,580 ) Income before income taxes 365,222 1,025,473 92,390 Income tax expense 42,905 278,935 61,122 Net income $ 322,317 $ 746,538 $ 31,268 Year Ended December 31, 2023 December 25, 2022 December 26, 2021 (In thousands) Depreciation and amortization U.S. $ 255,052 $ 244,617 $ 242,944 U.K. and Europe 142,190 134,374 113,256 Mexico 22,658 24,119 24,624 Total $ 419,900 $ 403,110 $ 380,824 Year Ended December 31, 2023 December 25, 2022 December 26, 2021 (In thousands) Capital expenditures (a) U.S. $ 417,919 $ 343,825 $ 274,934 U.K. and Europe 109,590 114,330 87,004 Mexico 30,244 28,955 19,733 Total $ 557,753 $ 487,110 $ 381,671 (a) Capital expenditures incurred include those that were paid out in cash and those that are still outstanding in accounts payable as of December 31, 2023. 85 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 December 25, 2022 (In thousands) Total assets U.S. $ 7,012,211 $ 6,847,209 U.K. and Europe 4,299,985 4,033,990 Mexico 1,684,711 1,292,056 Eliminations ( 3,186,546 ) ( 2,917,486 ) Total $ 9,810,361 $ 9,255,769 Year Ended December 31, 2023 December 25, 2022 December 26, 2021 (In thousands) Net sales to customers by customer location U.S. $ 9,496,709 $ 10,204,411 $ 8,657,648 Europe 5,148,931 4,813,108 3,878,475 Mexico 2,180,418 1,895,658 1,778,355 Asia-Pacific 384,946 390,679 317,685 Canada, Caribbean and Central America 72,339 87,515 81,549 Africa 66,519 61,894 47,948 South America 12,355 15,112 15,798 Total $ 17,362,217 $ 17,468,377 $ 14,777,458 December 31, 2023 December 25, 2022 (In thousands) Long-lived assets (a) U.S. $ 2,085,222 $ 1,943,967 U.K. and Europe 1,041,857 1,011,283 Mexico 301,919 295,069 Eliminations ( 3,888 ) ( 3,675 ) Total $ 3,425,110 $ 3,246,644 (a) For this disclosure, we exclude financial instruments, deferred tax assets and intangible assets in accordance with ASC 280-10-50-41, Segment Reporting . Long-lived assets, as used in ASC 280-10-50-41, implies hard assets that cannot be readily removed. Information regarding net sales attributable to each of our primary product lines and markets served with those products is included in “Note 2. Revenue Recognition.” We based the table on our internal sales reports and their classification of products. 21. COMMITMENTS AND CONTINGENCIES General 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. 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 energy. As of December 31, 2023, the Company was party to outstanding purchase contracts totaling $ 414.5 million payable in 2024, $ 26.4 million payable in 2025, $ 2.0 million payable in 2026, $ 1.9 million payable in 2027 and $ 12.5 million payable thereafter. Operating Leases Additional information regarding operating leases is included in “Note 3. Leases.” 86 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Financial Instruments 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. 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. These increased cost and withholding tax provisions continue for the entire term of the applicable transaction, and there is no limitation on the maximum additional amounts the Company could be obligated to pay under such provisions. Any failure to pay amounts due under such provisions generally would trigger an event of default and, in a secured financing transaction, would entitle the lender to foreclose upon the collateral to realize the amount due. Litigation The Company is subject to various legal proceedings and claims which arise in the ordinary course of business. In the Company’s opinion, it has made appropriate and adequate accruals for claims where necessary; 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. The Company cannot predict the outcome of the litigation matters or other actions nor when they will be resolved. The consequences of the pending litigation matters are inherently uncertain, and settlements, adverse actions, or adverse judgments in some or all of these matters, including investigations by the U.S. Department of Justice (“DOJ”) or the Attorneys General, may result in monetary damages, fines, penalties, or injunctive relief against the Company, which could be material and could adversely affect its financial condition or results of operations. Any claims or litigation, even if fully indemnified or insured, could damage the Company’s reputation and make it more difficult to compete effectively or to obtain adequate insurance in the future. In addition, the U.S. government’s recent focus on market dynamics in the meat processing industry could expose the Company to additional costs and risks. Tax Claims and Proceedings During 2014 and 2015, the Mexican Tax Administration Service (“SAT”) opened a review of Avícola with regard to tax years 2009 and 2010. In both instances, the SAT claims that controlled company status did not exist for certain subsidiaries because Avícola did not own 50% of the shares in voting rights of Incubadora Hidalgo, S. de R.L de C.V. and Comercializadora de Carnes de México S. de R.L de C.V. (both in 2009) and Pilgrim’s Pride, S. de R.L. de C.V. (in 2010). As a result, according to the SAT, Avícola 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). Avícola appealed the opinion, and on January 31, 2023, the appeal as to tax year 2009 was dismissed by the Mexico Supreme Court. Accordingly, the Company has paid $ 25.9 million for tax year 2009. The opinion for tax year 2010 is still under appeal. Avícola has recorded a tax reserve of $ 17.2 million in connection therewith. On May 12, 2022, the Mexican Tax Authorities issued tax assessments against Pilgrim’s Pride, S. de R.L. de C.V. and Provemex Holdings, LLC in connection with PPC’s acquisition of Tyson de México. Following the acquisition, PPC re-domiciled Provemex Holdings, LLC from the U.S. to Mexico. The tax authorities claim that Provemex Holdings, LLC was a Mexican entity at the time of the acquisition and, as a result, was obligated to pay taxes on the sale. The Mexican subsidiaries of PPC filed a petition to nullify these assessments, and on June 7, 2023, the tax court granted the petition. The Mexican Tax Authorities have appealed that decision. Amounts under appeal are approximately $ 290.9 million for such tax assessments. No loss has been recorded for these amounts at this time. U.S. Litigation Between September 2, 2016 and October 13, 2016, a series of federal class action lawsuits were filed with the U.S. District Court for the Northern District of Illinois (“Illinois Court”) against PPC and other defendants by and on behalf of direct and indirect purchasers of broiler chickens alleging violations of antitrust and unfair competition laws and styled as In re Broiler Chicken Antitrust Litigation, Case No. 1:16-cv-08637 (“Broiler Antitrust Litigation”). 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: the direct purchasers (“Broiler DPPs”), the commercial and institutional indirect purchasers (“Broiler CIIPPs”), and the end-user consumer indirect purchasers (“Broiler EUCPs”). Between December 8, 2017 and September 1, 2021, 82 individual direct action complaints were filed with the Illinois Court by individual direct purchaser entities (“Broiler DAPs”) naming PPC as a defendant, the allegations of which largely mirror those in the class action complaints, though some added allegations of price fixing and bid rigging on certain sales. On May 27, 2022, the Illinois Court certified each of the three classes. On June 30, 2023, the Illinois Court issued its summary judgment order that dismissed certain claims against PPC but denied dismissal as to 87 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS the supply reduction claims from 2008-2012. Thereafter, the Illinois Court issued a revised scheduling order for certain plaintiffs who limited their claims to reduction of output, and the first trial began on September 12, 2023 with Broiler DPPs and certain Broiler DAPs as plaintiffs. PPC settled with all plaintiffs in the first trial prior to its commencement, so PPC was not a participant in the trial. On October 25, 2023, the first trial concluded with a jury verdict in favor of the defendant. PPC has entered into agreements to settle all claims made by the Broiler DPPs, Broiler CIIPPs, and Broiler EUCPs, for an aggregate total of $ 195.5 million, each of which has received final approval from the Illinois Court. PPC continues to defend itself against the Broiler DAPs as well as parties that have opted out of the class settlements (collectively, the “Broiler Opt Outs”). PPC will seek reasonable settlements where they are available. To date, PPC has recognized an expense of $ 537.4 million to cover settlements with various Broiler Opt Outs. For the twelve months ending December 31, 2023, $ 23.0 million has been recognized by PPC in Selling, general and administrative expense (“SG&A expense”) in the Consolidated Statements of Income. Trials with the other Broiler Antitrust Litigation plaintiffs are not yet scheduled. Between August 30, 2019 and October 16, 2019, a series of purported class action lawsuits were filed in the U.S. District Court for the District of Maryland (“Maryland Court”) against PPC and a number of other chicken producers, as well as Webber, Meng, Sahl & Company and Agri Stats, styled as Jien, et al. v. Perdue Farms, Inc., et al., No.19-cv-02521. The plaintiffs are a putative class of poultry processing plant production and maintenance workers (“Poultry Workers Class”) and allege that the defendants conspired to fix and depress the compensation paid to Poultry Workers Class in violation of the Sherman Antitrust Act. Defendants moved to dismiss on December 18, 2020, which the Maryland Court denied on March 10, 2021. On June 14, 2021, PPC entered into an agreement to settle all claims made by the Poultry Workers Class for $ 29.0 million, though the agreement is still subject to final approval by the Maryland Court. On February 16, 2022, the plaintiffs filed an amended complaint, which extended the relevant period, added defendants, and included additional workers in the class. PPC recognizes these settlement expenses within SG&A expense in the Consolidated Statements of Income. On January 27, 2017, a purported class action on behalf of broiler chicken farmers was brought against PPC and other chicken producers in the U.S. 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. The complaint was consolidated with several subsequently filed consolidated amended class action complaints and styled as In re Broiler Chicken Grower Litigation, Case No. CIV-17-033. The defendants (including PPC) jointly moved to dismiss the consolidated amended complaint, which the Oklahoma Court denied as to PPC and certain other defendants. PPC, therefore, continues to litigate against the putative class plaintiffs. On October 20, 2016, Patrick Hogan, acting on behalf of himself and a putative class of certain PPC stockholders, filed a class action complaint in the U.S. District Court for the District of Colorado (“Colorado Court”) against PPC and its named executive officers styled as Hogan v. Pilgrim’s Pride Corporation, et al., No. 16-CV-02611 (“Hogan Litigation”). 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 Broilers Litigation, (2) its conduct constituted a violation of federal antitrust laws, and (3) PPC’s revenues during the class period were the result of illegal conduct. On July 31, 2020, defendants filed a motion to dismiss, which the Colorado Court granted on procedural grounds on April 19, 2021. On May 17, 2021, the plaintiff filed a motion for amended judgment, which the Colorado Court denied on November 29, 2021. The plaintiff then filed a notice of appeal on December 28, 2021, and the appeal was opened in the U.S. Court of Appeals for the Tenth Circuit. On July 13, 2023, the Tenth Circuit reversed the Colorado Court decision and remanded to consider the complaint on the merits. PPC filed a renewed motion to dismiss the complaint in the Colorado Court which was denied on December 26, 2023. PPC will therefore litigate against the putative class plaintiffs. U.S. State Matters From February 21, 2017 through May 4, 2021, the Attorneys General for multiple U.S. states have issued civil investigative demands (“CIDs”). The CIDs request, among other things, data and information related to the acquisition and processing of broiler chickens and the sale of chicken products. PPC is cooperating with the Attorneys General in these states in producing documents pursuant to the CIDs. On September 1, 2020, February 22, 2021, and October 28, 2021, the Attorneys General in New Mexico ( State of New Mexico v. Koch Foods, et al. , D-101-CV-2020-01891), Alaska ( State of Alaska v. Agri Stats, Inc., et al. , 3AN-21-04632), and Washington ( State of Washington v. Tyson Foods Inc., et al. , 21-2-14174-5), respectively, filed complaints against PPC and others based on allegations similar to those asserted in the Broiler Antitrust Litigation. PPC has answered all of the complaints and each case is now in discovery. On March 9, 2023, PPC entered into an agreement to settle all claims made by the State of Washington for $ 11.0 million. The State of Washington claim was paid in the second quarter of 2023. PPC will seek reasonable settlements where they are available. To date, PPC has recognized an accrual of $ 5.4 million to cover settlements with other Attorneys General. 88 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. Federal Matters On February 9, 2022, the Company lea rned that the DOJ opened a civil investigation into human resources antitrust matters, and on October 6, 2022, the Company learned that the DOJ opened a civil investigation into grower contracts and payment practices and on October 2, 2023, received a CID requesting information from the Company. The Company is cooperating with the DOJ in its investigations and CID. The DOJ has informed the Company that it is likely to file a civil complaint pursuant to at least one of these investigations. 22. BUSINESS INTERRUPTION INSURANCE The Company experienced business interruptions from the COVID-19 pandemic, a winter storm in Texas and Louisiana during February 2021, and a tornado on December 10, 2021 in Mayfield, Kentucky that significantly damaged two hatcheries and a feed mill. The Company maintains certain insurance coverage, including business interruption insurance, intended to cover such circumstances. In the year ended December 31, 2023, the Company received $ 60.4 million in proceeds and recognized $ 54.4 million in income from business interruption insurance in Cost of sales on the Consolidated Statement of Income. Of the total amount recognized in 2023, $ 43.8 million was in the U.S. reportable segment and $ 10.6 million was in the U.K. and Europe reportable segment. In the year ended December 25, 2022, the Company received $ 11.0 million in proceeds and recognized $ 26.4 million in income from business interruption insurance in Cost of sales on the Consolidated Statement of Income. 23. MARKET RISKS AND CONCENTRATIONS The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash equivalents, investment securities and trade accounts receivable. The Company’s cash equivalents and investment securities are high-quality debt and equity securities placed with major banks and financial institutions. The Company’s trade accounts receivable are generally unsecured. Credit evaluations are performed on all significant customers and updated as circumstances dictate. Concentrations of credit risk with respect to trade accounts receivable are limited due to the large number of customers and their dispersion across geographic areas. The Company does not have a single customer that exceeds the 10% of net sales. The Company does not believe it has significant concentrations of credit risk in its trade accounts receivable. As of December 31, 2023, we employed over 61,200 people. Approximately 35.2 % of the Company’s employees were covered under collective bargaining agreements. Substantially all employees covered under collective bargaining agreements are covered under agreements that expire in 2024 or later. We have not experienced any labor-related work stoppage at any location in over ten years . We believe our relationship 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. In the absence of an agreement, we may become subject to labor disruption at one or more of these locations, which could have an adverse effect on our financial results. As of December 31, 2023, the aggregate carrying amount of net assets belonging to our Mexico and U.K. and Europe reportable segments was $ 1.3 billion and $ 3.1 billion, respectively. As of December 25, 2022, the aggregate carrying amount of net assets belonging to our Mexico and U.K. and Europe reportable segments was $ 1.1 billion and $ 2.8 billion, respectively. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.