Item 8. Financial Statements and Supplementary Data
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 29, 2024 and December 31, 2023, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the fiscal years in the three-year period ended December 29, 2024, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 29, 2024, 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 29, 2024 and December 31, 2023, and the results of its operations and its cash flows for each of the fiscal years in the three-year period ended December 29, 2024, 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 29, 2024 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.
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
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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 Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate 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 critical audit matters 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 matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Evaluation of quantitative goodwill impairment assessment
As discussed in Notes 1 and 8 to the consolidated financial statements, the goodwill balance as of December 29, 2024 was $1.2. billion, of which $1.1 billion related to reporting units within the Company’s Europe reportable segment. On July 1, 2024, the Company completed a reorganization within its Europe reportable segment. As a result of the reorganization, the Company reassigned assets and liabilities to the reporting units and allocated goodwill. The Company then performed pre- and post-reorganization quantitative impairment tests to determine whether the fair value of each of the reporting units was less than their carrying amounts.
We identified the evaluation of the post-reorganization quantitative goodwill impairment assessment on July 1, 2024 related to certain reporting units within the Company’s 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 the 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 had 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 as of July 1, 2024 for certain reporting units within the Company’s Europe reportable segment, including controls over 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, growth plans, and comparable companies
• comparing historical revenue growth and margins to forecasts to assess the Company’s ability to forecast.
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.
Kansas City, Missouri
February 13, 2025
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PILGRIM’S PRIDE CORPORATION
CONSOLIDATED BALANCE SHEETS
December 29, 2024 December 31, 2023
(In thousands, except share and par value data)
Cash and cash equivalents $ 2,040,834 $ 697,748
Restricted cash and cash equivalents 2,324 33,475
Investment in available-for-sale securities 10,220 —
Trade accounts and other receivables, less allowance for credit losses 1,004,334 1,129,178
Accounts receivable from related parties 2,608 1,778
Inventories 1,783,488 1,985,399
Income taxes receivable 72,414 161,062
Prepaid expenses and other current assets 200,879 195,831
Assets held for sale 3,062 —
Total current assets 5,120,163 4,204,471
Deferred tax assets 29,483 4,890
Other long-lived assets 62,019 35,646
Operating lease assets, net 255,713 266,707
Intangible assets, net 806,234 853,983
Goodwill 1,239,073 1,286,261
Property, plant and equipment, net 3,137,891 3,158,403
Total assets $ 10,650,576 $ 9,810,361
Accounts payable $ 1,411,519 $ 1,410,576
Accounts payable to related parties 15,257 41,254
Revenue contract liabilities 48,898 84,958
Accrued expenses and other current liabilities 1,015,504 926,727
Income taxes payable 60,097 31,678
Current maturities of long-term debt 858 674
Total current liabilities 2,552,133 2,495,867
Noncurrent operating lease liabilities, less current maturities 195,944 203,348
Long-term debt, less current maturities 3,206,113 3,340,841
Deferred tax liabilities 422,952 385,548
Other long-term liabilities 20,038 40,180
Total liabilities 6,397,180 6,465,784
Common stock, $ .01 par value, 800,000,000 shares authorized; 262,263,358 and 261,931,080 shares issued at year-end 2024 and year-end 2023, respectively; 237,122,205 and 236,789,927 shares outstanding at year-end 2024 and year-end 2023, respectively
2,623 2,620
Treasury stock, at cost, 25,141,153 shares at year-end 2024 and year-end 2023
( 544,687 ) ( 544,687 )
Additional paid-in capital 1,994,259 1,978,849
Retained earnings 3,157,511 2,071,073
Accumulated other comprehensive loss ( 370,300 ) ( 176,483 )
Total Pilgrim’s Pride Corporation stockholders’ equity 4,239,406 3,331,372
Noncontrolling interest 13,990 13,205
Total stockholders’ equity 4,253,396 3,344,577
Total liabilities and stockholders’ equity $ 10,650,576 $ 9,810,361
The accompanying notes are an integral part of these Consolidated Financial Statements.
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PILGRIM’S PRIDE CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
Year Ended
December 29, 2024 December 31, 2023 December 25, 2022
(In thousands, except per share data)
Net sales $ 17,878,291 $ 17,362,217 $ 17,468,377
Cost of sales 15,565,524 16,243,816 15,656,574
Gross profit 2,312,767 1,118,401 1,811,803
Selling, general and administrative expense 713,310 551,770 604,742
Restructuring activities 93,388 44,345 30,466
Operating income 1,506,069 522,286 1,176,595
Interest expense, net of capitalized interest 161,175 202,272 152,672
Interest income ( 72,666 ) ( 35,651 ) ( 9,028 )
Foreign currency transaction losses (gains) ( 10,025 ) 20,570 30,817
Miscellaneous, net 15,316 ( 30,127 ) ( 23,339 )
Income before income taxes 1,412,269 365,222 1,025,473
Income tax expense 325,046 42,905 278,935
Net income 1,087,223 322,317 746,538
Less: Net income attributable to noncontrolling interest 785 743 608
Net income attributable to Pilgrim’s Pride Corporation $ 1,086,438 $ 321,574 $ 745,930
Weighted average shares of Pilgrim’s Pride Corporation common stock outstanding:
Basic 237,008 236,725 239,766
Effect of dilutive common stock equivalents 792 572 628
Diluted 237,800 237,297 240,394
Net income attributable to Pilgrim’s Pride Corporation per share of common stock outstanding:
Basic $ 4.58 $ 1.36 $ 3.11
Diluted $ 4.57 $ 1.36 $ 3.10
The accompanying notes are an integral part of these Consolidated Financial Statements.
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PILGRIM’S PRIDE CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Year Ended
December 29, 2024 December 31, 2023 December 25, 2022
(In thousands)
Net income $ 1,087,223 $ 322,317 $ 746,538
Other comprehensive income (loss):
Foreign currency translation adjustment
Gains (losses) arising during the period ( 222,393 ) 154,975 ( 297,066 )
Derivative financial instruments designated as cash flow hedges
Gains (losses) arising during the period 1,756 ( 2,565 ) ( 2,915 )
Reclassification to net earnings for losses (gains) realized ( 1,849 ) 1,813 4,142
Income tax effect — — ( 24 )
Available-for-sale securities
Gains (losses) arising during the period 72 ( 166 ) ( 3 )
Income tax effect ( 27 ) 42 2
Reclassification to net earnings for losses (gains) realized ( 82 ) 175 ( 17 )
Income tax effect 20 ( 42 ) 4
Defined benefit plans
Gains realized during the period 15,535 6,751 8,505
Income tax effect ( 3,849 ) ( 1,825 ) ( 2,122 )
Reclassification to net earnings of losses realized 22,530 1,065 1,381
Income tax effect ( 5,530 ) ( 258 ) ( 338 )
Total other comprehensive income (loss), net of tax ( 193,817 ) 159,965 ( 288,451 )
Comprehensive income 893,406 482,282 458,087
Less: Comprehensive income attributable to noncontrolling interests 785 743 608
Comprehensive income attributable to Pilgrim’s Pride Corporation $ 892,621 $ 481,539 $ 457,479
The accompanying notes are an integral part of these Consolidated Financial Statements.
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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 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 benefit of $ 2,478
— — — — — — ( 288,451 ) — ( 288,451 )
Capital distribution under Tax Sharing Agreement between JBS USA Holdings and Pilgrim’s Pride Corporation (the “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
Comprehensive income:
Net income — — — — — 1,086,438 — 785 1,087,223
Other comprehensive loss, net of tax benefit of $ 9,386
— — — — — — ( 193,817 ) — ( 193,817 )
Stock-based compensation plans:
Common stock issued under compensation plans 332 3 — — ( 3 ) — — — —
Requisite service period recognition — — — — 15,413 — — — 15,413
Balance at December 29, 2024 262,263 $ 2,623 ( 25,142 ) $ ( 544,687 ) $ 1,994,259 $ 3,157,511 $ ( 370,300 ) $ 13,990 $ 4,253,396
The accompanying notes are an integral part of these Consolidated Financial Statements.
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PILGRIM’S PRIDE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended
December 29, 2024 December 31, 2023 December 25, 2022
(In thousands)
Cash flows from operating activities
Net income $ 1,087,223 $ 322,317 $ 746,538
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization 433,622 419,900 403,110
Asset impairment 28,575 4,010 3,559
Stock-based compensation 14,873 7,226 6,985
Loss (gain) on early extinguishment of debt recognized as a component of interest expense ( 11,211 ) 20,694 —
Loan cost amortization 5,033 7,366 4,753
Deferred income tax expense 4,830 6,675 21,295
Accretion of bond discount 2,506 2,278 1,717
Loss (gain) on property disposals 1,779 ( 6,052 ) ( 18,908 )
Loss (gain) on equity method investments ( 7 ) 328 ( 2 )
Changes in operating assets and liabilities
Trade accounts and other receivables 88,340 ( 19,007 ) ( 149,599 )
Inventories 134,521 12,602 ( 472,224 )
Prepaid expenses and other current assets ( 33,303 ) 17,776 18,264
Accounts payable, accrued expenses and other current liabilities 126,672 ( 68,677 ) 263,288
Income taxes 109,369 ( 8,878 ) ( 142,455 )
Long-term pension and other postretirement obligations 26,052 ( 9,993 ) ( 4,128 )
Other operating assets and liabilities ( 28,747 ) ( 30,688 ) ( 12,330 )
Cash provided by operating activities 1,990,127 677,877 669,863
Cash flows from investing activities
Acquisitions of property, plant and equipment ( 476,153 ) ( 543,816 ) ( 487,110 )
Proceeds from property disposals 15,356 19,784 35,516
Proceeds from property insurance recoveries — 20,681 16,034
Purchase of acquired businesses, net of cash acquired — — ( 9,692 )
Cash used in investing activities ( 460,797 ) ( 503,351 ) ( 445,252 )
Cash flows from financing activities
Payments on revolving line of credit, long-term borrowings and finance lease obligations ( 152,120 ) ( 1,616,321 ) ( 388,299 )
Proceeds from revolving line of credit and long-term borrowings — 1,768,236 362,540
Proceeds from contribution (payment of distribution) of capital under Tax Sharing Agreement between JBS USA Holdings and Pilgrim’s Pride Corporation 1,425 ( 1,592 ) ( 1,961 )
Payment on early extinguishment of debt ( 200 ) ( 13,780 ) —
Payment of capitalized loan costs ( 16 ) ( 19,816 ) ( 4,741 )
Purchase of common stock under share repurchase program — — ( 199,553 )
Cash provided by (used in) financing activities ( 150,911 ) 116,727 ( 232,014 )
Effect of exchange rate changes on cash and cash equivalents ( 66,484 ) 5,211 ( 7,959 )
Increase (decrease) in cash and cash equivalents 1,311,935 296,464 ( 15,362 )
Cash and cash equivalents, restricted cash and restricted cash equivalents, beginning of year 731,223 434,759 450,121
Cash and cash equivalents, restricted cash and restricted cash equivalents, end of year $ 2,043,158 $ 731,223 $ 434,759
Supplemental Disclosure Information
Interest paid (net of amount capitalized) $ 182,040 $ 131,205 $ 156,292
Income taxes paid 197,557 19,749 385,585
The accompanying notes are an integral part of these Consolidated Financial Statements.
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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 food companies 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 is primarily a chicken producer, with pork and lamb operations in the U.K. 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 120 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, pork ribs and lamb products. 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. Fiscal year 2024 was a 52-week fiscal year and fiscal year 2023 was a 53-week fiscal 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. 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 its 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. The Company has determined that there was a significant change in economic factors that necessitated a reassessment of the appropriate functional currency of the Mexico reportable segment. The primary economic factors driving the change include 1) the recent sustained, historical strengthening of the Mexican peso against the U.S. dollar and against other global currencies without a correlated impact on the average product sales prices of our Mexico operations and 2) a shift in the proportional volume of spend we have that is denominated in Mexican peso in relation to spend that is denominated in U.S. dollar. As a result of this reassessment, on April 1, 2024, the Company changed the functional currency of its Mexico operations from U.S. dollar to the Mexican peso. The change in the functional currency was accounted for on April 1, 2024, and did not have a material impact on our consolidated financial statements. For foreign currency-denominated entities, including the Company’s Mexico operations after April 1, 2024, translation from local currencies into U.S. dollars is performed for 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 prior to April 1, 2024, remeasurement from the Mexican peso to U.S. dollars was performed for monetary assets and liabilities using the exchange rate in effect as of the balance sheet date. Remeasurement was performed for non-monetary assets using the historical exchange rate in effect on the date of each asset’s acquisition. Income and expense accounts were remeasured using average exchange rates for the period. Net adjustments that resulted from remeasurement of the financial records, as well as foreign currency transaction gains and losses, 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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 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 $ 70.1 million, $ 56.7 million and $ 58.0 million for 2024, 2023 and 2022, respectively.
Research and Development Costs
Research and development costs are expensed as incurred. Research and development costs totaled $ 12.4 million, $ 5.7 million and $ 12.5 million for 2024, 2023 and 2022, 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:
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 29, 2024 December 31, 2023
(In thousands)
Cash and cash equivalents $ 2,040,834 $ 697,748
Restricted cash and restricted cash equivalents 2,324 33,475
Total cash, cash equivalents, restricted cash and restricted cash equivalents shown in the Consolidated Statements of Cash Flows $ 2,043,158 $ 731,223
Investments
The Company’s current investments are all highly liquid investments classified as either cash equivalents or short-term investments with an original maturity of less than one year at time of acquisition. The Company’s current investments are comprised of fixed income securities, such as commercial paper. These investments are c lassified as available-for-sale. These securities are recorded at fair value, and unrealized holding gains and losses are recorded, net of tax, as a 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
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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 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 liabilities, 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 within 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.
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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. 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 analysis is performed. Management performed a qualitative analysis noting that is was not more likely than not that there was goodwill impairment in any of its reporting units as of December 29, 2024. 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, and quantitative analysis is performed. Management performed a qualitative analysis noting that it was not more likely than not that there was impairment for any of its indefinite-lived intangible assets as of December 29, 2024.
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 29, 2024 and December 31, 2023.
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.
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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 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 29, 2024 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.
On December 30, 2024 the Company entered into a tax sharing agreement (the “Tax Sharing Agreement”) with JBS USA governing the allocation, and certain payment and reimbursement obligations of U.S. income tax liabilities and assets among the Company and its relevant U.S. corporate subsidiaries, on the one hand, and JBS USA and its relevant U.S. subsidiaries, on the other hand. The Tax Sharing Agreement is effective for each tax year beginning on or after December 30, 2024 or such other date in which PPC becomes a member of the Parent Consolidated Group (as defined in the Tax Sharing Agreement). The Tax Sharing Agreement is attached as Exhibit 10.15 to this Annual Report.
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
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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 in its Mexico reportable segment. The Co mpany’s Europe rep ortable segment also attempts to mitigate foreign currency exposure on certain transactions denominated in foreign currencies through the use of derivative financial instruments.
• 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 29, 2024 and December 31, 2023.
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
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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.
Industrial Revenue Bond Transaction
On August 22, 2024, the Company closed an industrial revenue bond transaction with the Douglas-Coffee County Industrial Authority d/b/a Douglas-Coffee County Development Authority (the “County”) in order to receive a five-year real property tax abatement on the Company’s newly constructed Douglas, Georgia protein conversion facility. Pursuant to this transaction, the County issued an industrial revenue bond for $ 130.0 million principal amount to the Company and then used the proceeds of the bond issuance to purchase the land and facility from the Company. The County then leased the facility back to the Company under a finance lease, the terms of which provide for the payment of rent in an amount equal to that of bond service costs. The related land and building are recorded as assets in Property, plant, and equipment, net on the Company’s Condensed Consolidated Balance Sheet. The Company has the legal right to set-off and intends to set-off the corresponding lease and bond service payments, therefore the Company has netted the finance lease obligation with the bond asset. As such, no amount for our obligation under the finance lease or the corresponding industrial revenue bond asset are reflected in our Consolidated Balance Sheet.
Recent Accounting Pronouncements Adopted in 2024
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 adopted this guidance effective December 29, 2024. The adoption of this guidance did not have a material impact on our Consolidated Financial Statements. Additional information regarding segments is included in “Note 20. Reportable Segments.”
Recent Accounting Pronouncements Adopted in 2023
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.”
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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 Not Yet Adopted as of December 29, 2024
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.
In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40) , which requires additional disclosures for certain costs and expenses to help investors better understand major components of an entity’s income statement. The guidance requires additional disclosures for costs and expenses such as purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The provisions of the new guidance will be effective for annual reporting years beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The Company plans to adopt this guidance as it becomes effective and is assessing the impacts on our Consolidated Financial Statements.
2. REVENUE RECOGNITION
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 29, 2024
Fresh Prepared Export Other (a)
Total
(In thousands)
U.S. $ 8,731,904 $ 1,094,818 $ 468,553 $ 334,654 $ 10,629,929
Europe 1,178,459 3,381,178 477,486 99,624 5,136,747
Mexico 1,777,815 220,270 — 113,530 2,111,615
Total net sales $ 11,688,178 $ 4,696,266 $ 946,039 $ 547,808 $ 17,878,291
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Year Ended December 31, 2023
Fresh Prepared Export Other (a)
Total
(In thousands)
U.S. $ 8,105,268 $ 978,423 $ 533,205 $ 410,846 $ 10,027,742
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 (a)
Total
(In thousands)
U.S. $ 8,624,421 $ 1,107,734 $ 552,823 $ 463,372 $ 10,748,350
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
(a) Included in Other sales shown above are sales of commodity grains and protein byproducts.
Additional disaggregation of revenue by sales channel is provided below:
Year Ended December 29, 2024
Retail Foodservice Export Other Total
(In thousands)
U.S. $ 5,708,826 $ 4,029,197 $ 468,553 $ 423,353 $ 10,629,929
Europe 3,257,803 846,284 477,486 555,174 5,136,747
Mexico (a)
531,724 982,429 — 597,462 2,111,615
Total net sales $ 9,498,353 $ 5,857,910 $ 946,039 $ 1,575,989 $ 17,878,291
Year Ended December 31, 2023
Retail Foodservice Export Other Total
(In thousands)
U.S. $ 5,111,023 $ 3,829,397 $ 533,205 $ 554,117 $ 10,027,742
Europe 3,220,272 917,304 472,657 593,089 5,203,322
Mexico (a)
502,408 986,567 — 642,178 2,131,153
Total net sales $ 8,833,703 $ 5,733,268 $ 1,005,862 $ 1,789,384 $ 17,362,217
Year Ended December 25, 2022
Retail Foodservice Export Other Total
(In thousands)
U.S. $ 4,952,560 $ 4,608,606 $ 552,823 $ 634,361 $ 10,748,350
Europe 2,842,502 778,304 712,685 541,247 4,874,738
Mexico (a)
416,342 880,368 — 548,579 1,845,289
Total net sales $ 8,211,404 $ 6,267,278 $ 1,265,508 $ 1,724,187 $ 17,468,377
(a) Included in Mexico foodservice channel are sales to wholesale public meat markets that typically sell product on to foodservice customers. Included in Mexico other channel are sales to live chicken markets.
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.
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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 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 29, 2024 and December 31, 2023 were as follows:
December 29, 2024 December 31, 2023
(In thousands)
Balance, beginning of year $ 84,958 $ 34,486
Revenue recognized ( 82,331 ) ( 28,674 )
Cash received, excluding amounts recognized as revenue during the period 46,271 79,146
Balance, end of year $ 48,898 $ 84,958
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 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.
Year Ended
December 29, 2024 December 31, 2023
Operating lease cost (a)
$ 86,684 $ 92,877
Amortization of finance lease assets 650 921
Interest on finance leases 58 95
Short-term lease cost 103,364 93,739
Variable lease cost 2,577 2,751
Net lease cost $ 193,333 $ 190,383
(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:
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December 29, 2024 December 31, 2023
Weighted-average remaining lease term:
Operating leases 6.11 years 5.73 years
Finance leases 3.35 years 4.34 years
Weighted-average discount rate:
Operating leases 4.53 % 4.24 %
Finance leases 2.66 % 2.81 %
Supplemental cash flow information related to leases is as follows (in thousands):
Year Ended
December 29, 2024 December 31, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows - operating leases $ 84,806 $ 94,087
Operating cash flows - finance leases 40 96
Financing cash flows - finance leases 616 979
Operating lease assets obtained in exchange for operating lease liabilities 66,060 36,967
Future minimum lease payments under noncancelable leases as of December 29, 2024 are as follows (in thousands):
Operating Leases Finance Leases
For the fiscal years ending December:
2025 $ 73,332 $ 577
2026 58,905 553
2027 45,318 526
2028 31,595 219
2029 21,879 —
Thereafter 63,155 —
Total future minimum lease payments 294,184 1,875
Less: imputed interest ( 34,913 ) ( 83 )
Present value of lease liabilities $ 259,271 $ 1,792
Lease liabilities are included in our Consolidated Balance Sheets as follows (in thousands):
December 29, 2024 December 31, 2023
Operating Leases Finance Leases Operating Leases Finance Leases
Accrued expenses and other current liabilities $ 63,327 $ — $ 67,440 $ —
Current maturities of long-term debt — 536 — 674
Noncurrent operating lease liability, less current maturities 195,944 — 203,348 —
Long-term debt, less current maturities — 1,256 — 1,812
Total lease liabilities $ 259,271 $ 1,792 $ 270,788 $ 2,486
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 historically purchased foreign currency forward contracts to manage a portion of this foreign exchange risk.
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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 restricted 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 recognized immediately in the Consolidated Statements of Income within Net sales , Cost of sales , or Foreign currency transaction losses (gains) 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 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) in the Consolidated Statements of Income.
The Company does apply hedge accounting treatment to certain derivative financial instruments related to its 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 income (“AOCI”). When the derivative financial instruments are settled, the amount in AOCI is then reclassified to earnings. Gains or losses related to these derivative financial instruments are included in the line item Net sales and Cost of sales in the Consolidated Statements of Income.
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 29, 2024 and December 31, 2023.
Information regarding the Company’s outstanding derivative instruments and cash collateral posted with brokers is included in the following table:
December 29, 2024 December 31, 2023
(In thousands)
Fair values:
Commodity derivative assets $ 6,598 $ 1,202
Commodity derivative liabilities ( 2,494 ) ( 17,118 )
Foreign currency derivative assets 755 175
Foreign currency derivative liabilities ( 1,397 ) ( 723 )
Sales contract derivative assets — 960
Sales contract derivative liabilities ( 778 ) —
Cash collateral posted with brokers (a)
2,324 33,475
Derivatives coverage (b) :
Corn 11.5 % 10.9 %
Soybean meal 9.3 % 39.6 %
Period through which stated percent of needs are covered:
Corn December 2025 July 2024
Soybean meal March 2026 March 2024
(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.
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The following table presents the gains and losses of each derivative instrument held by the Company not designated or qualifying as hedging instruments:
Year Ended
Type of Contract (a)
December 29, 2024 December 31, 2023 December 25, 2022 Affected Line Item in the Consolidated Statements of Income
Foreign currency derivatives $ — $ ( 34,229 ) $ ( 35,586 ) Foreign currency transaction losses (gains)
Commodity derivatives ( 11,008 ) ( 5,318 ) 53,899 Cost of sales
Sales contract derivatives ( 1,738 ) 4,665 8,985 Net sales
Total $ ( 12,746 ) $ ( 34,882 ) $ 27,298
(a) Amounts 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:
Gains (Losses) Recognized in Other Comprehensive Income (Loss)
December 29, 2024 December 31, 2023 December 25, 2022
(In thousands)
Foreign currency derivatives $ 1,767 $ ( 2,579 ) $ 1,719
Interest rate swap derivatives — — 98
Total $ 1,767 $ ( 2,579 ) $ 1,817
Gains (Losses) Reclassified from AOCI into Income
December 29, 2024 December 31, 2023
Net sales (a)
Cost of sales (b)
Net sales (a)
Cost of sales (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 $ 17,878,291 $ 15,565,524 $ 17,362,217 $ 16,243,816
Impact from cash flow hedging instruments:
Foreign currency derivatives 1,367 ( 482 ) ( 1,816 ) ( 3 )
(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 29, 2024, there were $ 2 million of pre-tax deferred net losses on foreign currency derivatives recorded in AOCI 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:
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December 29, 2024 December 31, 2023
(In thousands)
Trade accounts receivable $ 973,820 $ 1,027,916
Notes receivable 8,970 51,168
Other receivables 30,018 59,435
Receivables, gross 1,012,808 1,138,519
Allowance for credit losses ( 8,474 ) ( 9,341 )
Receivables, net $ 1,004,334 $ 1,129,178
Accounts receivable from related parties (a)
$ 2,608 $ 1,778
(a) Additional information regarding accounts receivable from related parties is included in “Note 19. Related Party Transactions.”
Activity in the allowance for credit losses was as follows:
December 29, 2024 December 31, 2023
Allowance for Credit Losses: (In thousands)
Balance, beginning of period $ ( 9,341 ) $ ( 9,559 )
Provision released (charged) to operating results 102 ( 1,439 )
Account write-offs and recoveries 46 2,436
Effect of exchange rate 719 ( 779 )
Balance, end of period $ ( 8,474 ) $ ( 9,341 )
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.
6. INVENTORIES
Inventories consisted of the following:
December 29, 2024 December 31, 2023
(In thousands)
Raw materials and work-in-process $ 1,069,170 $ 1,158,467
Finished products 527,364 642,028
Operating supplies 77,146 75,530
Maintenance materials and parts 109,808 109,374
Total inventories $ 1,783,488 $ 1,985,399
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 29, 2024 December 31, 2023
Amortized Cost Fair
Value Amortized Cost Fair
Value
(In thousands)
Cash equivalents:
Fixed income securities $ 1,702,493 $ 1,702,697 $ 324,808 $ 324,947
Short-term investment:
Fixed income securities 10,000 10,220 — —
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Interest income and gross realized gains during 2024 and 2023 related to the Company’s available-for-sale securities totaled $ 70.8 million and $ 21.5 million, respectively, while gross realized losses were immaterial . Proceeds received from the sale or maturity of available-for-sale securities investments are historically disclosed in the Consolidated Statements of Cash Flows. Net unrealized holding gains and losses on the Company’s available-for-sale securities recognized during 2024 and 2023 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 2024 and 2023 are disclosed in “Note 14. Stockholders’ Equity.”
8. GOODWILL AND INTANGIBLE ASSETS
The activity in goodwill by reportable segment for the years ended December 29, 2024 and December 31, 2023 were as follows:
December 31, 2023 Currency Translation December 29, 2024
(In thousands)
U.S. $ 41,936 $ — $ 41,936
Europe 1,116,521 ( 18,878 ) 1,097,643
Mexico 127,804 ( 28,310 ) 99,494
Total $ 1,286,261 $ ( 47,188 ) $ 1,239,073
December 25, 2022 Currency Translation December 31, 2023
(In thousands)
U.S. $ 41,936 $ — $ 41,936
Europe 1,058,204 58,317 1,116,521
Mexico 127,804 — 127,804
Total $ 1,227,944 $ 58,317 $ 1,286,261
Intangible assets consisted of the following:
December 31, 2023 Amortization Currency Translation December 29, 2024
(In thousands)
Carrying amount:
Trade names not subject to amortization $ 580,473 $ — $ ( 11,116 ) $ 569,357
Trade names subject to amortization 112,681 — ( 665 ) 112,016
Customer relationships 441,719 — ( 9,858 ) 431,861
Accumulated amortization:
Trade names ( 57,762 ) ( 3,893 ) 128 ( 61,527 )
Customer relationships ( 223,128 ) ( 28,503 ) 6,158 ( 245,473 )
Total $ 853,983 $ ( 32,396 ) $ ( 15,353 ) $ 806,234
December 25, 2022 Amortization 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
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
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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
The Company expects to recognize amortization expense associated with intangible assets of $ 32.4 million in 2025, $ 29.9 million in 2026, $ 24.9 million in 2027, 2028 and 2029.
On July 1, 2024, the Company effectively completed a reorganization within its Europe reportable segment. The previous reporting units were Moy Park, Pilgrim's UK, and Pilgrim's Food Masters. The new reporting units are Fresh Pork/Lamb, Fresh Poultry, Food Service, Meals, and Brands & Snacking. As a result of this reorganization, the Company reassigned assets and liabilities to the applicable reporting units and allocated goodwill using the relative net assets approach. The Company then performed an interim impairment test on the reporting units on both a pre- and post-reorganization basis. There was no impairment recognized as a result of these tests. The Company additionally assessed if the Pilgrim’s Europe reorganization indicated that any carrying amounts of its non-goodwill intangible assets might not be recoverable. The reorganization did not result in any change in business use for any of the intangible assets and therefore, the Company determined no indicators were present that required us to test the recoverability of the asset group-level carrying amounts of its Europe intangible assets at that date.
As of December 29, 2024, the Company assessed qualitative factors to determine if it was necessary to perform quantitative impairment tests related to the carrying amounts of its goodwill or its intangible assets not subject to amortization. Based on these assessments, the Company determined that it was not necessary to perform quantitative impairment tests related to the carrying amount of its goodwill nor its intangible assets not subject to amortization at that date.
As of December 29, 2024, 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 29, 2024 December 31, 2023
(In thousands)
Land $ 215,305 $ 273,846
Buildings 2,307,851 2,170,716
Machinery and equipment 4,137,561 3,953,008
Autos and trucks 130,013 93,858
Finance lease assets 4,275 5,550
Construction-in-progress 299,933 458,146
PP&E, gross 7,094,938 6,955,124
Accumulated depreciation ( 3,957,047 ) ( 3,796,721 )
PP&E, net $ 3,137,891 $ 3,158,403
The Company recognized depreciation expense of $ 401.2 million, $ 386.8 million and $ 369.4 million during 2024, 2023 and 2022, respectively.
During 2024, the Company incurred $ 458.5 million on capital projects and transferred $ 633.0 million of completed projects from construction-in-progress to depreciable assets. Capital expenditures during 2024 were primarily incurred for growth projects, such as the Moorefield, WV expansion and the South Georgia protein conversion plant, and to improve operational efficiencies, information technology system enhancement projects, and to reduce costs. During 2023, the Company spent $ 557.8 million on capital projects and transferred $ 461.0 million of completed projects from construction-in-progress to depreciable assets. Capital expenditures in accounts payable and accrued expenses for the years ended December 29, 2024 and December 31, 2023 were $ 29.2 million and $ 85.9 million, respectively.
During 2024, the Company sold certain PP&E for $ 15.4 million and recognized a loss of $ 1.8 million. PP&E sold in 2024 consisted of a feed mill in the U.S., breeder farm equipment in Mexico, and other miscellaneous equipment. During 2023,
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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.
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 29, 2024, the carrying amount of these idled assets was $ 45.1 million based on depreciable value of $ 185.8 million and accumulated depreciation of $ 140.7 million. During 2024, the Company recognized an impairment loss on PP&E of $ 28.6 million incurred as a result of planned restructuring activities in the Europe reportable segment. Additional information regarding restructuring activities is included in “Note 18. Restructuring-Related Activities.”
As of December 29, 2024, 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 29, 2024 December 31, 2023
(In thousands)
Accounts payable
Trade accounts $ 1,269,417 $ 1,294,830
Book overdrafts 113,364 90,612
Other payables 28,738 25,134
Total accounts payable 1,411,519 1,410,576
Accounts payable to related parties (a)
15,257 41,254
Revenue contract liabilities (b)
48,898 84,958
Accrued expenses and other current liabilities
Compensation and benefits 346,355 249,474
Accrued sales rebates 116,439 104,390
Litigation settlements 111,769 73,330
Insurance and self-insured claims 76,025 76,287
Interest and debt-related fees 65,192 71,508
Current maturities of operating lease liabilities (c)
63,327 67,440
Taxes 35,938 37,635
Derivative liabilities (d)
4,669 17,841
Other accrued expenses 195,790 228,822
Total accrued expenses and other current liabilities 1,015,504 926,727
Total current liabilities $ 2,491,178 $ 2,463,515
(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.”
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11. SUPPLIER FINANCE PROGRAMS
The Company maintains supplier finance programs , under which we agree to pay for invoices that are confirmed as valid under the program from participating suppliers to a financing entity. Maturity dates are generally between 65 - 120 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. The outstanding balances are included in Accounts payable in the Consolidated Balance Sheets.
Year Ended
December 29, 2024
(In thousands)
Confirmed obligations outstanding, beginning of year $ 192,666
Invoices confirmed during the year 870,540
Confirmed invoices paid during the year ( 910,426 )
Confirmed obligations outstanding, end of year $ 152,780
12. INCOME TAXES
Income (loss) before income taxes by jurisdiction is as follows:
Year Ended
December 29, 2024 December 31, 2023 December 25, 2022
(In thousands)
U.S. $ 1,428,497 $ 26,887 $ 928,709
Foreign ( 16,228 ) 338,335 96,764
Total $ 1,412,269 $ 365,222 $ 1,025,473
The components of income tax expense (benefit) are set forth below:
Year Ended
December 29, 2024 December 31, 2023 December 25, 2022
(In thousands)
Current
Federal $ 172,269 $ ( 19,727 ) $ 169,660
Foreign 113,194 59,326 52,995
State and other 34,752 ( 3,369 ) 34,985
Total current 320,215 36,230 257,640
Deferred
Federal 21,334 12,783 14,654
Foreign ( 25,697 ) ( 10,573 ) 5,694
State and other 9,194 4,465 947
Total deferred 4,831 6,675 21,295
Total $ 325,046 $ 42,905 $ 278,935
The effective tax rate for 2024 was 23.0 % compared to 11.7 % for 2023 and 27.2 % for 2022.
The following table reconciles the statutory U.S. federal income tax rate to the Company’s effective income tax rate:
Year Ended
December 29, 2024 December 31, 2023 December 25, 2022
Federal income tax rate 21.0 % 21.0 % 21.0 %
State tax rate, net 2.4 0.6 3.2
Global intangible low-taxed income 0.1 — —
Mexico tax audit — — 3.8
Intercompany financing ( 0.9 ) ( 5.7 ) ( 1.9 )
Permanent items 1.7 ( 0.9 ) ( 0.9 )
Difference in U.S. statutory tax rate and foreign country effective tax rate 2.3 5.2 1.2
Rate change ( 0.5 ) ( 0.7 ) ( 0.9 )
Foreign currency translation ( 0.8 ) ( 7.4 ) ( 0.9 )
Tax credits ( 0.8 ) ( 3.0 ) ( 0.4 )
Change in reserve for unrecognized tax benefits 0.1 — ( 0.4 )
Change in valuation allowance ( 0.2 ) 6.9 2.8
Return to provision 0.1 ( 4.1 ) —
Other ( 1.5 ) ( 0.2 ) 0.6
Total 23.0 % 11.7 % 27.2 %
Included in the Mexico tax audit item in above table 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.
Significant components of the Company’s deferred tax liabilities and assets are as follows:
December 29, 2024 December 31, 2023
(In thousands)
Deferred tax liabilities
PP&E and identified intangible assets $ 495,571 $ 519,458
Inventories 93,513 99,144
Incentive compensation — 8,984
Operating lease assets 63,717 81,942
Other 6,959 2,534
Total deferred tax liabilities 659,760 712,062
Deferred tax assets
U.S. net operating losses 14,603 24,902
Foreign net operating losses 49,166 55,583
Credit carry forwards 20,099 23,985
Allowance for credit losses 3,532 5,167
Accrued liabilities 92,565 81,156
Workers’ compensation 7,172 5,361
Incentive compensation 1,161 —
Operating lease liabilities 63,717 80,823
Advance payments — 22,774
Interest expense limitations 72,615 93,685
Other 27,918 26,428
Total deferred tax assets 352,548 419,864
Valuation allowance ( 86,257 ) ( 88,460 )
Net deferred tax assets 266,291 331,404
Net deferred tax liabilities $ 393,469 $ 380,658
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 29, 2024, 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 29, 2024, the Company’s valuation allowance is $ 86.3 million, of which $ 10.6 million relates to our Europe operations, $ 0.3 million relates to our Mexico operations, $ 50.9 million relates to Onix Investments UK Limited, Sandstone Holdings Sàrl and Arkose Investments ULC, indirect subsidiaries of Pilgrim’s, $ 11.9 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
2024 $ 88,460 $ 637 $ ( 2,840 ) $ 86,257
2023 64,361 25,296 ( 1,197 ) 88,460
2022 24,261 43,188 ( 3,088 ) 64,361
As of December 29, 2024, the Company had federal and state net operating loss carry forwards of approximately $ 48.4 million that begin to expire in 2025. The Company also had Mexico net operating loss carry forwards as of December 29, 2024 of approximately $ 0.8 million that begin to expire in 2028. The Company also had U.K. net operating loss carry forwards as of December 29, 2024 of approximately $ 177.2 million that may be carried forward indefinitely.
As of December 29, 2024, the Company had approximately $ 5.4 million of state tax credit carry forwards that begin to expire in 2025.
For the years ended December 29, 2024 and December 31, 2023, there is a tax effect of $( 9.4 ) million and $( 2.1 ) million, respectively, reflected in other comprehensive loss.
For the years ended December 29, 2024 and December 31, 2023, 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 29, 2024 December 31, 2023
(In thousands)
Unrecognized tax benefits, beginning of year $ 37,565 $ 27,585
Increase as a result of tax positions taken during prior years — 17,415
Decrease for lapse in statute of limitations ( 8,300 ) ( 7,201 )
Decrease for tax positions of prior years ( 296 ) ( 234 )
Unrecognized tax benefits, end of year $ 28,969 $ 37,565
Included in unrecognized tax benefits of $ 29.0 million as of December 29, 2024, was $ 15.1 million of tax benefits that, if recognized, 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 29, 2024, the Company had recorded a liability of $ 7.6 million for interest and penalties. During 2024, accrued interest and penalty amounts related to uncertain tax positions increased by $ 1.7 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. With few exceptions, the Company is no longer subject to examinations by taxing authorities for years prior to 2020 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. There was no tax sharing receivable or payable accrued for the 2024 tax year.
13. DEBT
Long-term debt and other borrowing arrangements, including current notes payable to banks, consisted of the following components:
Maturity December 29, 2024 December 31, 2023
(In thousands)
Senior notes payable, net of discount, at 6.875 %
2034 $ 491,329 $ 490,408
Senior notes payable, net of discount, at 6.25 %
2033 974,381 993,595
Senior notes payable at 3.50 %
2032 900,000 900,000
Senior notes payable, net of discount, at 4.25 %
2031 850,342 992,711
U.S. Credit Facility (defined below) at SOFR plus 1.35 %
2028 — —
Europe Credit Facility (defined below) with notes payable at SONIA plus 1.25 %
2027 — —
Mexico Credit Facility (defined below) with notes payable at TIIE plus 1.35 %
2026 — —
Live Oak CHP Project PACE Loan 5.15 %
2053 20,599 —
Finance lease obligations Various 1,792 2,486
Long-term debt 3,238,443 3,379,200
Less: Current maturities of long-term debt ( 858 ) ( 674 )
Long-term debt, less current maturities 3,237,585 3,378,526
Less: Capitalized financing costs ( 31,472 ) ( 37,685 )
Long-term debt, less current maturities, net of capitalized financing costs $ 3,206,113 $ 3,340,841
The future minimum principal payments due in each of the next five fiscal years subsequent to the year ended December 29, 2024, related to the Live Oak CHP Project PACE Loan discussed below, are $ 0.1 million. See “Note 3. Leases” for future minimum payments of finance lease obligations.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Bond Repurchase Program
On May 1, 2024, the Board approved a bond repurchase program which authorizes the Company to buyback $ 200.0 million of the Company’s outstanding senior notes. Under the program, the Company has repurchased $ 144.3 million of outstanding principal of the Senior Notes due 2031 and $ 20.0 million of outstanding principal of the Senior Notes due 2033, resulting in gross realized gains of $ 13.8 million in the year ended December 29, 2024. The gross realized gains on early extinguishment of debt are recognized as a reduction in interest expense. The original discount and capitalized financing costs of $ 1.1 million and $ 1.2 million associated with the amounts repurchased, respectively, are partially offsetting the gross gains on early extinguishment of debt, along with a nominal amount of transaction fees.
U.S. Senior Notes
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 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 ending 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 were 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
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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 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 Facility
On October 4, 2023, the Company and certain of the Company’s subsidiaries entered into a Revolving Syndicated Facility Agreement (the “U.S. Credit Facility”) with CoBank, ACB as administrative agent and the other lenders party thereto. The U.S. Credit Facility provides for a revolving loan commitment of up to $ 850 million. The loan commitment matures on October 4, 2028. The U.S. Credit Facility is unsecured and will be used for general corporate purposes. Outstanding borrowings under the U.S. Credit Facility bear interest at a per annum rate equal to either the Secured Overnight Financing Rate (“SOFR”) or the prime rate plus applicable margins based on the Company’s credit ratings. As of December 29, 2024, the Company had outstanding letters of credit and available borrowings under the revolving credit commitment of $ 24.2 million and $ 825.8 million , respectively, and there were no outstanding borrowings under this agreement.
The U.S. Credit Facility requires customary financial and other covenants for transactions of this type, including limitations 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, and 6) voluntary prepayments, redemptions or repurchases of junior debt. In each case, clauses 1 to 6 are subject to certain exceptions which can be material and certain of such clauses only apply to the Company upon the occurrence of certain triggering events. The Company is currently in compliance with the covenants under the U.S. Credit Facility.
Europe Credit 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 “Europe Credit Facility”) with the Governor and Company of the Bank of Ireland, as agent, and the other lenders party thereto. The Europe Credit 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 %. All obligations under this agreement are guaranteed by certain of the Company’s subsidiaries. As of December 29, 2024, both the U.S. dollar-equivalent loan commitment and borrowing availability were $ 188.6 million and there were no outstanding borrowings under this agreement.
The Europe Credit 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
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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 Europe Credit Facility. The Company is currently in compliance with the covenants under the Europe Credit Facility.
Mexico Credit Facility
On August 15, 2023, certain of the Company’s Mexican subsidiaries entered into an unsecured credit agreement (the “Mexico Credit Facility”) with BBVA México as lender. The loan commitment under the Mexico Credit Facility is Mex$ 1.1 billion and can be borrowed on a revolving basis. Outstanding borrowings under the Mexico Credit Facility accrue interest at a rate equal to The Interbank Equilibrium Interest (“TIIE”) rate plus 1.35 %. The Mexico Credit Facility contains covenants and defaults that the Company believes are customary for transactions of this type. The Mexico Credit Facility will be used for general corporate and working capital purposes. The Mexico Credit Facility will mature on August 15, 2026. As of December 29, 2024, the U.S. dollar-equivalent of the loan commitment and borrowing availability was $ 54.6 million. As of December 29, 2024, there were no outstanding borrowings under the Mexico Credit Facility. The Company is currently in compliance with the covenants under the Mexico Credit Facility.
Live Oak CHP Project PACE Loan
On October 10, 2022, the Company entered into a property assessed clean energy (“PACE”) financing program, required by Section 15 of the Property Assessed Clean Energy Act to fund various energy projects, with the city of Live Oak, Florida. The loan bears interest at 5.15 %, and is secured by a special assessment on the property. The repayment of the loan is assessed and amortized over a 30 -year term, payable in equal annual installments including principal, interest, and assessment administrative fees at the same time and in the same installments as the general taxes on the property. As of December 29, 2024, there were $ 20.6 million of outstanding principal under the Live Oak CHP Project PACE Loan.
14. STOCKHOLDERS’ EQUITY
Accumulated Other Comprehensive Loss (“AOCL”)
The following tables provide information regarding the changes in AOCL during 2024 and 2023:
2024
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 $ ( 114,850 ) $ ( 1,914 ) $ ( 59,714 ) $ ( 5 ) $ ( 176,483 )
Other comprehensive income (loss) before reclassifications ( 222,393 ) 1,767 12,062 45 ( 208,519 )
Amounts reclassified from accumulated other comprehensive loss to net income — ( 1,849 ) 17,000 ( 62 ) 15,089
Currency translation — ( 11 ) ( 376 ) — ( 387 )
Net current year other comprehensive income (loss) ( 222,393 ) ( 93 ) 28,686 ( 17 ) ( 193,817 )
Balance, end of year $ ( 337,243 ) $ ( 2,007 ) $ ( 31,028 ) $ ( 22 ) $ ( 370,300 )
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2023
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 $ ( 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 )
Details about Accumulated Other Comprehensive Loss Components Amount Reclassified from Accumulated Other Comprehensive Loss (a)
Affected Line Item in the Consolidated Statements of Income
2024 2023
(In thousands)
Realized gain (loss) on settlement of foreign currency derivatives classified as cash flow hedges $ 1,367 $ ( 1,816 ) Net sales
Realized gain (loss) on settlement of foreign currency derivatives classified as cash flow hedge 482 3 Cost of sales
Realized gain (loss) on sale of securities 82 ( 175 ) Interest income
Realized loss on settlement of pension obligation from plan termination (b)
( 21,714 ) — Miscellaneous, net
Amortization of pension and other postretirement plan actuarial losses (b)
( 816 ) ( 1,065 ) Miscellaneous, net
Total before tax ( 20,599 ) ( 3,053 )
Tax benefit 5,510 300
Total reclassification for the period $ ( 15,089 ) $ ( 2,753 )
(a) Positive amounts represent income to the results of operations while amounts in parentheses represent expenses to the results of operations.
(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 U.S. Credit Facility and the indentures governing the Company’s senior notes have currently no restrictions on dividends. Under certain triggering events, the U.S. Credit Facility may limit the Company’s ability to declare and pay dividends. Additionally, the Europe Credit Facility, under certain triggering events, may restrict 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, 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 $ 56.9 million, $ 32.0 million and $ 30.9 million in 2024, 2023 and 2022, respectively. The expenses recognized in 2024 include $ 21.7 million of loss recognized on the settlement of the terminated GK and Union pension plans, defined below.
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The Company used a year-end measurement date of December 29, 2024 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 sponsored 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 “Europe 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 Europe Plans cover certain eligible active and former Europe 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.
During 2024, the Company executed a termination of its Union and GK Pension Plans. Under the plan terminations, participants were offered a lump-sum buyout or an annuity placement buyout. As a result, the Company settled $ 99.6 million of outstanding benefit obligations and recognized a $ 21.7 million loss on settlement during the year ended December 29, 2024. The loss was recognized in Miscellaneous, net on the Consolidated Statement of Income. Assets of the pension plans were liquidated and funds from liquidation were used to settle the obligations.
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 U.S. Internal Revenue Code 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.
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
2024 2023 2024 2023
Change in projected benefit obligation (In thousands)
Projected benefit obligation, beginning of year $ 237,508 $ 236,147 $ 1,160 $ 1,169
Interest cost 10,764 11,322 53 54
Actuarial (gains) losses ( 20,783 ) 238 ( 39 ) ( 21 )
Benefits paid ( 12,671 ) ( 17,072 ) ( 30 ) ( 42 )
Curtailments and settlements ( 99,635 ) — — —
Currency translation (gain) loss ( 1,453 ) 6,873 — —
Projected benefit obligation, end of year $ 113,730 $ 237,508 $ 1,144 $ 1,160
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Pension Benefits Other Benefits
2024 2023 2024 2023
Change in plan assets (In thousands)
Fair value of plan assets, beginning of year $ 225,451 $ 210,133 $ — $ —
Actual return on plan assets 5,842 17,709 — —
Contributions by employer 6,831 8,570 30 42
Benefits paid ( 12,671 ) ( 17,072 ) ( 30 ) ( 42 )
Curtailments and settlements ( 99,635 ) — — —
Expenses paid from assets ( 320 ) ( 327 ) — —
Currency translation gain (loss) ( 1,572 ) 6,438 — —
Fair value of plan assets, end of year $ 123,926 $ 225,451 $ — $ —
Pension Benefits Other Benefits
2024 2023 2024 2023
Funded status (In thousands)
Overfunded (unfunded) benefit obligation, end of year $ 10,196 $ ( 12,057 ) $ ( 1,144 ) $ ( 1,160 )
Pension Benefits Other Benefits
2024 2023 2024 2023
Amounts recognized in the Consolidated Balance Sheets as of end of year (In thousands)
Long-term assets
$ 11,829 $ — $ — $ —
Total assets $ 11,829 $ — $ — $ —
Current liabilities $ ( 205 ) $ ( 7,717 ) $ ( 201 ) $ ( 187 )
Long-term liabilities ( 1,428 ) ( 4,340 ) ( 943 ) ( 973 )
Total liabilities $ ( 1,633 ) $ ( 12,057 ) $ ( 1,144 ) $ ( 1,160 )
Pension Benefits Other Benefits
2024 2023 2024 2023
Amounts recognized in accumulated other comprehensive loss at end of year (In thousands)
Net actuarial loss (gain) $ 2,063 $ 40,487 $ ( 126 ) $ ( 87 )
The accumulated benefit obligation for the Company’s defined benefit pension plans was $ 113.7 million and $ 237.5 million as of December 29, 2024 and December 31, 2023, respectively. As of December 29, 2024, the weighted average duration of our defined benefit obligation is 17.5 years.
Net Periodic Benefit Costs
Net benefit costs include the following components:
Pension Benefits Other Benefits
2024 2023 2022 2024 2023 2022
(In thousands)
Interest cost $ 10,764 $ 11,322 $ 6,777 $ 53 $ 54 $ 23
Estimated return on plan assets ( 11,106 ) ( 10,393 ) ( 10,298 ) — — —
Settlement loss 21,714 — 1,591 — — —
Expenses paid from assets 320 327 337 — — —
Amortization of net loss 798 1,048 1,364 — — —
Amortization of past service cost 18 17 17 — — —
Net cost (income) $ 22,508 $ 2,321 $ ( 212 ) $ 53 $ 54 $ 23
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Economic Assumptions
The weighted average assumptions used in determining pension and other postretirement plan information were as follows:
Pension Benefits Other Benefits
2024 2023 2022 2024 2023 2022
Benefit obligation
Discount rate 4.68 % 4.81 % 5.04 % 5.30 % 5.06 % 5.16 %
Net pension and other postretirement cost
Discount rate 4.56 % 4.93 % 3.67 % 5.06 % 5.16 % 2.38 %
Expected return on plan assets 6.17 % 4.95 % 4.68 % 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 29, 2024 and December 31, 2023 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 Europe pension plans at December 29, 2024 and December 31, 2023 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 29, 2024 and December 31, 2023, the U.S. pension and other postretirement benefit plans used variations of the Pri-2012 mortality table. The MP-2021 mortality improvement scale was used for 2024 and 2023. As of December 29, 2024 and December 31, 2023, the Europe pension plans used variations of the AxC00 mortality table in combination with the CMI_2023 Sk=7.0 and CMI_2022 Sk=7.0 mortality improvement scales for 2024 and 2023, respectively, for pre-retirement employees and the S3PMA and S3PFA_M mortality tables in combination with the CMI_2023 Sk=7.0 and CMI_2022 Sk=7.0 mortality improvement scales for 2024 and 2023, 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.
Increase in Discount Rate of 0.25% Decrease in Discount Rate of 0.25%
(In thousands)
Impact on projected benefit obligation for pension benefits $ ( 3,044 ) $ 3,205
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:
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2024 2023
Cash and cash equivalents 21 % 2 %
Pooled separate accounts for the Union Plan (a) :
Equity securities — % 2 %
Fixed income securities — % 2 %
Pooled separate accounts and common collective trust funds for the GK Pension Plan (a) :
Equity securities — % 25 %
Fixed income securities 3 % 15 %
Real estate — % 2 %
Pooled separate accounts for the U.K. Plans (a) :
Equity securities 30 % 29 %
Fixed income funds 24 % 1 %
Liability driven investments 10 % 15 %
Real estate 12 % 7 %
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 Europe Plans is 21 % overseas equity, 21 % diversified alternatives, 15 % real estate, 24 % equity-linked liability driven investments, 11 % other liability driven investments and 8 % cash for the Tulip Pension Plan; and 23 % global equities, 11 % equity-linked liability driven investments, 15 % liability driven investments, 16 % corporate bonds and 35 % 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.
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The fair value measurements of plan assets fell into the following levels of the fair value hierarchy as of December 29, 2024 and December 31, 2023:
2024 2023
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 $ 26,479 $ — $ — $ 26,479 $ 5,394 $ — $ — $ 5,394
PSAs for the Union Plan:
Large U.S. equity funds (d)
— — — — — 2,123 — 2,123
Small/Mid U.S. equity funds (e)
— — — — — 1,133 — 1,133
International equity funds (f)
— — — — — 1,654 — 1,654
Fixed income funds (g)
— 70 — 70 — 3,640 — 3,640
Real estate (h)
— — — — — 437 — 437
PSAs and CCTs for the GK Pension Plan:
Large U.S. equity funds (d)
— — — — — 27,516 — 27,516
Small/Mid U.S. equity funds (e)
— — — — — 13,991 — 13,991
International equity funds (f)
— — — — — 13,751 — 13,751
Fixed income funds (g)
— 3,152 — 3,152 — 34,111 — 34,111
Real estate (h)
— — — — — 5,174 — 5,174
PSAs for the Europe Plans:
Large U.S. equity funds (d)
— 11,761 — 11,761 — 29,648 — 29,648
International equity funds (f)
— 25,575 — 25,575 — 36,507 — 36,507
Fixed income funds (g)
— 29,715 — 29,715 — 3,376 — 3,376
Real estate (h)
— 15,442 — 15,442 — 14,985 — 14,985
Liability driven investments (i)
— 11,732 — 11,732 — 32,011 — 32,011
Total assets $ 26,479 $ 97,447 $ — $ 123,926 $ 5,394 $ 220,057 $ — $ 225,451
(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 29, 2024 expected to be paid through 2034 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.
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Pension Benefits Other
Benefits
(In thousands)
2025 $ 7,332 $ 201
2026 7,477 182
2027 7,634 164
2028 7,866 147
2029 7,964 130
2030-2034 40,531 430
Total $ 78,804 $ 1,254
As required by funding regulations or laws, the Company anticipates contributing $ 0.2 million and less than $ 0.2 million to its pension and other postretirement plans, respectively, during 2025.
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
2024 2023 2022 2024 2023 2022
(In thousands)
Net actuarial loss, beginning of year $ 40,487 $ 48,121 $ 58,143 $ ( 87 ) $ ( 66 ) $ 118
Amortization ( 816 ) ( 1,065 ) ( 1,381 ) — — —
Realized loss on settlement ( 21,714 ) — ( 1,591 ) — — —
Actuarial loss (gain) ( 20,782 ) 238 ( 106,909 ) ( 39 ) ( 21 ) ( 184 )
Asset loss (gain) 5,264 ( 7,317 ) 99,777 — — —
Currency translation (gain) loss ( 376 ) 510 82 — — —
Net actuarial loss (gain), end of year $ 2,063 $ 40,487 $ 48,121 $ ( 126 ) $ ( 87 ) $ ( 66 )
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.
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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 Europe reportable segment for eligible Europe employees, as required by Europe law. The Company’s expenses related to its defined contribution plans totaled $ 32.5 million, $ 28.5 million and $ 27.0 million in 2024, 2023 and 2022, 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 29, 2024, the Company has accrued $ 87.9 million, $ 36.7 million and $ 7.8 million related to cash bonus awards that are recognized in the U.S., 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 29, 2024, we have in reserve less than 0.1 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:
2024 2023 2022
(In thousands)
Equity-based awards compensation cost
Cost of sales $ 2,439 $ 629 $ 959
Selling, general and administrative expense 12,975 6,958 5,904
Total cost 15,414 7,587 6,863
Income tax benefit 3,730 1,836 1,671
Net cost $ 11,684 $ 5,751 $ 5,192
Liability-based awards compensation cost
Selling, general and administrative expense (a)
$ ( 1,953 ) $ 2,491 $ 1,773
Income tax benefit (expense) ( 473 ) 603 432
Net cost (a)
$ ( 1,480 ) $ 1,888 $ 1,341
(a) During 2024, the liability-based awards in our Europe and Mexico segments for the 2023 performance year were determined to have not met the performance threshold for payout therefore the Company reversed the prior and current year recognized compensation costs related to these awards.
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The Company’s RSU activity is included below:
2024 2023 2022
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 911 $ 22.40 993 $ 22.00 554 $ 20.40
Granted 979 26.80 324 23.67 405 23.88
Vested ( 187 ) 21.76 ( 378 ) 22.25 ( 266 ) 23.25
Awards reinstated (forfeited) ( 131 ) 21.70 ( 28 ) 24.99 300 23.52
Outstanding at end of year 1,572 $ 25.27 911 $ 22.40 993 $ 22.00
2024 2023 2022
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 242 $ 27.66 377 $ 23.80 574 $ 27.55
Granted — — 158 24.21 269 22.09
Vested — — ( 196 ) 25.27 ( 139 ) 27.55
Forfeited ( 218 ) 34.32 ( 97 ) 22.81 ( 327 ) 24.71
Outstanding at end of year 24 $ 45.92 242 $ 27.66 377 $ 23.80
(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 value of equity-based awards vested during 2024 was $ 7.1 million. No liability-based awards vested during 2024. The total fair values of equity-based awards and liability-based awards vested during 2023 were $ 9.3 million and $ 5.0 million, respectively.
As of December 29, 2024, the total unrecognized compensation cost related to all nonvested equity-based awards was $ 16.9 million. This cost is expected to be recognized over a weighted average period of 1.91 years. As of December 29, 2024, the total unrecognized compensation cost related to all nonvested liability-based awards was immaterial . This cost is expected to be recognized over a weighted average period of 0.01 years.
Historically, we have issued new shares, as op po 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.
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.
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As of December 29, 2024 and December 31, 2023, the Company held fixed income securities, derivative assets and derivative liabilities that were required to be measured at fair value on a recurring basis. Fixed income securities consist of investments, such as money market funds and commercial paper. Derivative assets and liabilities consist of long and short positions on exchange-traded commodity futures instruments, commodity options instruments, sales contracts instruments, foreign currency instruments to manage translation and remeasurement risk.
The following items were measured at fair value on a recurring basis:
December 29, 2024 December 31, 2023
Level 1 Level 2 Total Level 1 Level 2 Total
(In thousands)
Assets
Fixed income securities $ 1,712,917 $ — $ 1,712,917 $ 324,947 $ — $ 324,947
Commodity derivative assets 6,598 — 6,598 1,202 — 1,202
Foreign currency derivative assets 755 — 755 175 — 175
Sales contract derivative assets — — — — 960 960
Liabilities
Commodity derivative liabilities ( 2,494 ) — ( 2,494 ) ( 17,118 ) — ( 17,118 )
Foreign currency derivative liabilities ( 1,397 ) — ( 1,397 ) ( 723 ) — ( 723 )
Sales contract derivative liabilities — ( 778 ) ( 778 ) — — —
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 based upon unadjusted quoted prices for identical assets or liabilities 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.There were no changes to methods or significant assumptions from prior periods.
The carrying amounts and estimated fair values of our debt obligations recorded in the Consolidated Balance Sheets consisted of the following:
December 29, 2024 December 31, 2023
Carrying
Amount Fair
Value Carrying
Amount Fair
Value
(In thousands)
Fixed-rate senior notes payable at 3.50 %, at Level 2 inputs
( 900,000 ) ( 777,033 ) ( 900,000 ) ( 760,203 )
Fixed-rate senior notes payable at 4.25 %, at Level 2 inputs
( 850,342 ) ( 789,304 ) ( 992,711 ) ( 902,650 )
Fixed-rate senior notes payable at 6.25 %, at Level 2 inputs
( 974,381 ) ( 1,001,178 ) ( 993,595 ) ( 1,029,020 )
Fixed-rate senior notes payable at 6.875 %, at Level 2 inputs
( 491,329 ) ( 533,650 ) ( 490,408 ) ( 540,230 )
Live Oak CHP Project Pace Loan 5.15 %, at level 3 inputs
( 20,599 ) ( 18,569 ) — —
See “Note 13. Debt” for additional information.
The carrying amounts of our cash and cash equivalents, 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
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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 29, 2024 or December 31, 2023, as applicable.
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.
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18. RESTRUCTURING-RELATED ACTIVITIE S
In 2022, the Company began restructuring initiatives in its Europe reportable segment. Additional restructuring initiatives also commenced in 2023 and 2024. The purpose of our ongoing restructuring activities is to integrate central operations and reallocate processing capacities between production facilities resulting in closures of some facilities in the Europe reportable segment.
The following table provides a summary of our estimates of timelines and costs associated with these restructuring initiatives by major type of cost:
Moy Park Pilgrim’s Pride Ltd. 2022 Pilgrim’s Pride Ltd. 2024 Pilgrim’s Food Masters 2022 Pilgrim’s Food Masters 2023 Pilgrim’s Food Masters 2024 Pilgrim’s Europe Central
Total
(In thousands)
Earliest implementation date October 2022 November 2022 September 2024 December 2022 October 2023 April 2024 January 2024
Expected predominant completion date June 2023 July 2023 December 2024 July 2023 March 2024 March 2025 June 2025
Costs incurred and expected to be incurred:
Employee-related costs $ 11,103 $ 20,283 $ 1,531 $ 14,490 $ 3,027 $ 19,628 $ 43,236 $ 113,298
Asset impairment costs 3,481 15,938 — 4,141 — 10,808 1,824 36,192
Contract termination costs 248 144 — — — 846 1,747 2,985
Other exit and disposal costs (a)
6,135 7,735 185 6,330 — 9,935 3,807 34,127
Total exit and disposal costs (b)
$ 20,967 $ 44,100 $ 1,716 $ 24,961 $ 3,027 $ 41,217 $ 50,614 $ 186,602
Costs incurred since earliest implementation date:
Employee-related costs $ 11,103 $ 20,283 $ 1,531 $ 14,490 $ 3,027 $ 19,628 $ 27,956 $ 98,018
Asset impairment costs 3,481 15,938 — 4,141 — 10,808 1,824 36,192
Contract termination costs 248 144 — — — 846 1,747 2,985
Other exit and disposal costs (a)
6,135 7,735 185 6,330 — 9,453 1,166 31,004
Total exit and disposal costs $ 20,967 $ 44,100 $ 1,716 $ 24,961 $ 3,027 $ 40,735 $ 32,693 $ 168,199
(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.
(b) All costs, except for asset impairment costs, are estimated to result in cash outlays.
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During 2024, the Company recognized the following expenses and paid the following cash related to each restructuring initiative:
Expenses Cash Outlays
(In thousands)
Moy Park $ ( 105 ) $ 869
Pilgrim’s Pride Ltd. 2022 18,349 3,166
Pilgrim’s Pride Ltd. 2024 1,717 1,512
Pilgrim’s Food Masters 2022 — 1,598
Pilgrim’s Food Masters 2023 — 2,139
Pilgrim’s Food Masters 2024 40,735 22,172
Pilgrim’s Europe Central 32,692 26,490
Total $ 93,388 $ 57,946
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 December 31, 2023 to December 29, 2024 . 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.
Moy Park
Liability or reserve as of December 31, 2023 Restructuring charges incurred Cash payments and disposals Currency translation Liability or reserve as of December 29, 2024
(In thousands)
Asset impairment $ — $ 5 $ ( 5 ) $ — $ —
Other charges 2,644 ( 110 ) ( 722 ) ( 28 ) 1,784
Contract termination 144 — ( 147 ) 3 —
Total $ 2,788 $ ( 105 ) $ ( 874 ) $ ( 25 ) $ 1,784
Pilgrim’s Pride Ltd. 2022
Liability or reserve as of December 31, 2023 Restructuring charges incurred Cash payments and disposals Currency translation Liability or reserve as of December 29, 2024
(In thousands)
Employee retention benefits $ 35 $ ( 34 ) $ — $ ( 1 ) $ —
Severance 734 220 ( 616 ) — 338
Asset impairment — 15,938 ( 15,938 ) — —
Inventory adjustments 294 141 ( 432 ) ( 3 ) —
Lease termination 164 253 ( 215 ) 3 205
Other charges 752 1,831 ( 2,550 ) ( 5 ) 28
Total $ 1,979 $ 18,349 $ ( 19,751 ) $ ( 6 ) $ 571
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Pilgrim’s Pride Ltd. 2024
Liability or reserve as of December 31, 2023 Restructuring charges incurred Cash payments and disposals Currency translation Liability or reserve as of December 29, 2024
(In thousands)
Severance $ — $ 1,532 $ ( 1,512 ) $ ( 20 ) $ —
Inventory adjustments — 185 ( 185 ) — —
Total $ — $ 1,717 $ ( 1,697 ) $ ( 20 ) $ —
Pilgrim’s Food Masters 2022
Liability or reserve as of December 31, 2023 Restructuring charges incurred Cash payments and disposals Currency translation Liability or reserve as of December 29, 2024
(In thousands)
Severance $ 1,281 $ — $ ( 1,276 ) $ ( 5 ) $ —
Inventory adjustments 65 — ( 65 ) — —
Lease termination 1,289 — ( 1,284 ) ( 5 ) —
Other charges 685 — ( 322 ) ( 6 ) 357
Total $ 3,320 $ — $ ( 2,947 ) $ ( 16 ) $ 357
Pilgrim’s Food Masters 2023
Liability or reserve as of December 31, 2023 Restructuring charges incurred Cash payments and disposals Currency translation Liability or reserve as of December 29, 2024
(In thousands)
Employee retention benefits $ 522 $ — $ ( 517 ) $ ( 5 ) $ —
Severance 1,636 — ( 1,622 ) ( 14 ) —
Total $ 2,158 $ — $ ( 2,139 ) $ ( 19 ) $ —
Pilgrim’s Food Masters 2024
Liability or reserve as of December 31, 2023 Restructuring charges incurred Cash payments and disposals Currency translation Liability or reserve as of December 29, 2024
(In thousands)
Employee retention benefits $ — $ 2,850 $ ( 2,768 ) $ ( 6 ) $ 76
Severance — 16,778 ( 15,237 ) 79 1,620
Asset impairment — 10,808 ( 10,808 ) — —
Inventory adjustments — 403 ( 403 ) — —
Lease termination — 846 ( 548 ) ( 8 ) 290
Other charges — 9,050 ( 4,167 ) ( 96 ) 4,787
Total $ — $ 40,735 $ ( 33,931 ) $ ( 31 ) $ 6,773
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Pilgrim’s Europe Central
Liability or reserve as of December 31, 2023 Restructuring charges incurred Cash payments and disposals Currency translation Liability or reserve as of December 29, 2024
(In thousands)
Employee retention benefits $ — $ 12 $ ( 12 ) $ — $ —
Severance — 27,944 ( 25,004 ) ( 117 ) 2,823
Asset impairment — 1,824 ( 1,824 ) — —
Inventory adjustments — 93 — ( 2 ) 91
Lease termination — 8 ( 8 ) — —
Other charges — 1,064 ( 992 ) ( 5 ) 67
Contract termination — 1,747 ( 482 ) ( 42 ) 1,223
Total $ — $ 32,692 $ ( 28,322 ) $ ( 166 ) $ 4,204
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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 29, 2024 December 31, 2023 December 25, 2022
(In thousands)
Sales to related parties
JBS USA Food Company (a)
$ 28,230 $ 27,687 $ 24,224
JBS Chile Ltd. 3,143 1,733 595
Other related parties 1,960 6,383 5,128
Total sales to related parties $ 33,333 $ 35,803 $ 29,947
Year Ended
December 29, 2024 December 31, 2023 December 25, 2022
(In thousands)
Cost of goods purchased from related parties
JBS USA Food Company (a)
$ 159,264 $ 185,258 $ 156,452
Seara Meats B.V. 28,170 28,828 44,364
Penasul UK LTD 10,670 13,932 13,516
JBS Asia CO Limited 6,248 4,953 7,762
Other related parties 2,130 7,168 1,476
Total cost of goods purchased from related parties $ 206,482 $ 240,139 $ 223,570
Year Ended
December 29, 2024 December 31, 2023 December 25, 2022
(In thousands)
Expenditures paid by related parties
JBS USA Food Company (b)
$ 121,962 $ 156,439 $ 91,568
Other related parties — 15 97
Total expenditures paid by related parties $ 121,962 $ 156,454 $ 91,665
Year Ended
December 29, 2024 December 31, 2023 December 25, 2022
(In thousands)
Expenditures paid on behalf of related parties
JBS USA Food Company (b)
$ 14,593 $ 22,734 $ 53,065
Other related parties — 5 5,514
Total expenditures paid on behalf of related parties $ 14,593 $ 22,739 $ 58,579
Year Ended
December 29, 2024 December 31, 2023 December 25, 2022
(In thousands)
Other related party transactions
Capital distribution (contribution) under tax sharing agreement $ — $ ( 1,425 ) $ 1,592
December 29, 2024 December 31, 2023
(In thousands)
Accounts receivable from related parties
JBS USA Food Company (a)
$ 1,727 $ 967
JBS Chile Ltd. 725 585
Other related parties 156 226
Total accounts receivable from related parties $ 2,608 $ 1,778
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December 29, 2024 December 31, 2023
(In thousands)
Accounts payable to related parties
JBS USA Food Company (a)
$ 5,424 $ 34,038
Seara Meats B.V. 4,861 2,252
JBS Asia Co Limited 4,023 2,254
Penasul UK LTD 714 2,187
Other related parties 235 523
Total accounts payable to related parties $ 15,257 $ 41,254
(a) The Company routinely executes transactions to both purchase products from JBS USA Food Company (“JBS USA”) and sell products to them. As of December 29, 2024, goods purchased and in transit from JBS USA were $ 1.6 million 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, 2025.
20. REPORTABLE SEGMENTS
The Company operates in three reportable segments: U.S., Europe and Mexico. The Company’s reportable segments are identified by a combination of factors, including geographic area, regulatory environment, economic environment and product portfolios. Each reportable segment is managed separately through a local management team. The results of each operating, or reportable, segment are provided to the chief operating decision maker (“CODM”) on a regular basis. The Company’s CODM is the President and Chief Executive Officer. The information provided to the CODM at the operating segment level is then used to assess performance and make decisions regarding allocation of key resources. The CODM primarily measures segment profit and evaluates performance based on operating income. The accounting policies of the segments are the same as those described in the summary of significant accounting policies.
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 Europe reportable segment processes primarily fresh chicken, pork products, lamb 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.
Additional information regarding reportable segments is as follows:
Year Ended
December 29, 2024 (a)
December 31, 2023 (b)
December 25, 2022 (c)
(In thousands)
Net sales
U.S. $ 10,629,929 $ 10,027,742 $ 10,748,350
Europe 5,136,747 5,203,322 4,874,738
Mexico 2,111,615 2,131,153 1,845,289
Total net sales $ 17,878,291 $ 17,362,217 $ 17,468,377
(a) For the year 2024, the U.S. reportable segment had intercompany sales to the Mexico reportable segment of $ 121.6 million. These sales consisted of fresh products, prepared products and grain and are eliminated in our consolidation.
(b) 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, eggs and grain and are eliminated in our consolidation..
(c) 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 and grain and are eliminated in our consolidation. For the year 2022, the Europe reportable segment had intercompany sales of eggs to the U.S. reportable segment of $ 5.3 million, which were eliminated in our consolidation.
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Year Ended
December 29, 2024 December 31, 2023 December 25, 2022
(In thousands)
Cost of sales
U.S. $ 9,065,837 $ 9,505,258 $ 9,312,445
Europe 4,675,080 4,828,623 4,634,066
Mexico 1,824,607 1,909,721 1,710,117
Eliminations — 214 ( 54 )
Total cost of sales $ 15,565,524 $ 16,243,816 $ 15,656,574
Year Ended
December 29, 2024 December 31, 2023 December 25, 2022
(In thousands)
Gross profit
U.S. $ 1,564,092 $ 522,484 $ 1,435,905
Europe 461,667 374,699 240,672
Mexico 287,008 221,432 135,172
Eliminations — ( 214 ) 54
Total gross profit $ 2,312,767 $ 1,118,401 $ 1,811,803
Year Ended
December 29, 2024 December 31, 2023 December 25, 2022
(In thousands)
Selling, general administrative expenses
U.S. $ 451,091 $ 283,590 $ 341,880
Europe 198,586 202,203 211,140
Mexico 63,633 65,977 51,722
Total SG&A expenses $ 713,310 $ 551,770 $ 604,742
Year Ended
December 29, 2024 December 31, 2023 December 25, 2022
(In thousands)
Restructuring activities charges
Europe $ 93,388 $ 44,345 $ 30,466
Year Ended
December 29, 2024 December 31, 2023 December 25, 2022
(In thousands)
Operating income
U.S. $ 1,113,001 $ 238,894 $ 1,094,025
Europe 169,693 128,151 ( 934 )
Mexico 223,375 155,455 83,450
Eliminations — ( 214 ) 54
Total operating income $ 1,506,069 $ 522,286 $ 1,176,595
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Year Ended
December 29, 2024 December 31, 2023 December 25, 2022
(In thousands)
Reconciliation of profit or loss (segment operating income)
Total segment operating income $ 1,506,069 $ 522,286 $ 1,176,595
Interest expense, net of capitalized interest 161,175 202,272 152,672
Interest income ( 72,666 ) ( 35,651 ) ( 9,028 )
Foreign currency transaction losses (gains) ( 10,025 ) 20,570 30,817
Miscellaneous, net 15,316 ( 30,127 ) ( 23,339 )
Income before income taxes 1,412,269 365,222 1,025,473
Income tax expense 325,046 42,905 278,935
Net income $ 1,087,223 322,317 $ 746,538
Year Ended
December 29, 2024 December 31, 2023 December 25, 2022
(In thousands)
Interest expense
U.S. $ 166,002 $ 208,000 $ 148,720
Europe 2,237 1,728 2,422
Mexico 1,191 558 1,530
Eliminations ( 8,255 ) ( 8,014 ) —
Total interest expense $ 161,175 $ 202,272 $ 152,672
Year Ended
December 29, 2024 December 31, 2023 December 25, 2022
(In thousands)
Interest income
U.S. $ 32,218 $ 13,987 $ 4,779
Europe 16,233 4,656 296
Mexico 32,470 25,022 3,953
Eliminations ( 8,255 ) ( 8,014 ) —
Total interest income $ 72,666 $ 35,651 $ 9,028
Year Ended
December 29, 2024 December 31, 2023 December 25, 2022
(In thousands)
Income tax expense (benefit)
U.S. $ 237,550 $ ( 5,848 ) $ 220,245
Europe 10,750 23,378 8,290
Mexico 76,746 25,375 50,400
Total income tax expense (benefit) $ 325,046 $ 42,905 $ 278,935
Year Ended
December 29, 2024 December 31, 2023 December 25, 2022
(In thousands)
Depreciation and amortization
U.S. $ 270,618 $ 255,052 $ 244,617
Europe 140,993 142,190 134,374
Mexico 22,011 22,658 24,119
Total $ 433,622 $ 419,900 $ 403,110
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Year Ended
December 29, 2024 December 31, 2023 December 25, 2022
(In thousands)
Capital expenditures (a)
U.S. $ 336,973 $ 417,919 $ 343,825
Europe 91,177 109,590 114,330
Mexico 30,306 30,244 28,955
Total $ 458,456 $ 557,753 $ 487,110
(a) Capital expenditures incurred include those that were paid out in cash and those that are still outstanding in accounts payable as of December 29, 2024.
December 29, 2024 December 31, 2023
(In thousands)
Total assets
U.S. $ 7,848,510 $ 7,012,211
Europe 4,051,150 4,299,985
Mexico 1,172,728 1,684,711
Eliminations ( 2,421,812 ) ( 3,186,546 )
Total $ 10,650,576 $ 9,810,361
December 29, 2024 December 31, 2023
(In thousands)
Long-lived assets (a)
U.S. $ 2,156,858 $ 2,085,222
Europe 979,116 1,041,857
Mexico 261,518 301,919
Eliminations ( 3,888 ) ( 3,888 )
Total $ 3,393,604 $ 3,425,110
(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.
Year Ended
December 29, 2024 December 31, 2023 December 25, 2022
(In thousands)
Net sales to customers by customer location
U.S. $ 10,165,049 $ 9,496,709 $ 10,204,411
Europe 5,087,606 5,148,931 4,813,108
Mexico 2,160,490 2,180,418 1,895,658
Asia-Pacific 303,570 384,946 390,679
Canada, Caribbean and Central America 89,068 72,339 87,515
Africa 52,329 66,519 61,894
South America 20,179 12,355 15,112
Total $ 17,878,291 $ 17,362,217 $ 17,468,377
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.
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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 29, 2024, the Company was party to outstanding purchase contracts totaling $ 400.7 million payable in 2025, $ 23.0 million payable in 2026, $ 1.9 million payable in 2027, $ 1.8 million payable in 2028 and $ 10.7 million payable thereafter.
Operating Leases
Additional information regarding operating leases is included in “Note 3. Leases.”
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). Avícola appealed the opinion, and on January 31, 2023, the appeal as to tax year 2009 was dismissed by the Mexico Supreme Court. Accordingly, during 2023 Avícola paid $ 25.9 million for tax year 2009. The opinion for tax year 2010 is still under appeal. Accordingly, Avícola has an accrual of $ 14.4 million as of December 29, 2024 with regard to the tax year 2010.
On May 12, 2022, the SAT 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. The Mexican subsidiaries of PPC filed a petition to nullify these assessments. The District Court issued a judgement on January 20, 2025, in which the court now claims that the seller owed tax due to the indirect transfer of Mexican assets in connection with the sale, and that PPC or its subsidiaries should have withheld such taxes, but also noted that only one of the assessments will proceed. PPC will appeal and will continue to defend this matter. The amount under appeal for the remaining assessment is approximately $ 269.5 million. No expense has been recorded for this amount at this time, and PPC have submitted an indemnification claim notice pursuant to the definitive agreement to acquire Tyson de México. There can be no assurances as to whether the indemnification claim will be successful or in what amounts.
In 2019 and 2020, the UK Revenue & Customs Authority (HMRC) opened reviews of the 2017 and 2018 tax returns of Onix Investments UK Ltd in which HMRC evaluated the deductibility of certain interest related expenses incurred by Onix Investments UK Ltd (the “Deductions”). The Deductions total $ 7.9 million for tax year 2017 and $ 32.1 million for tax year
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2018. On April 12, 2024, HMRC concluded that the Deductions should be disallowed and Onix Investments UK Ltd appealed. On October 8, 2024, HMRC issued a Review Conclusion Letter affirming the prior decision to disallow the Deductions. Onix Investments UK Ltd has timely filed a Grounds of Appeal and will continue to defend this matter.
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 (the “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. PPC has entered into agreements to settle all claims made by the three certified classes 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 direct-action plaintiffs as well as parties that have opted out of the class settlements (collectively, the “Broiler Opt Outs”). PPC will seek reasonable settlements with the Broiler Opt Outs where they are available. To date, we have recognized an expense of $ 582.5 million, including a $ 45.0 million incremental increase in the three months ended December 29, 2024, to cover settlements with various Broiler Opt Outs. We have recognized these settlement expenses within SG&A expense in our Consolidated Statements of Income.
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. PPC entered into an agreement to settle all claims made by the Poultry Workers Class for $ 29.0 million and paid the plaintiffs this amount during 2021, though the agreement is still subject to final approval by the Maryland Court. We have recognized these settlement expenses within SG&A expense in our 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 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. On June 24, 2024, a settlement was reached in the amount of $ 100.0 million. This settlement was paid on October 28, 2024. We have recognized these settlement expenses within SG&A expense in our Consolidated Statements of Income. The incremental increase in settlement amount was recognized in the three months ended June 30, 2024. On January 7, 2025, the Court granted final approval of the Company’s settlement and dismissed the case.
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 against PPC and its named executive officers styled as Hogan v. Pilgrim’s Pride Corporation, et al. , No. 16-CV-02611. The complaint alleges, among other things, that PPC’s SEC filings contained statements that were rendered materially false and misleading. On December 6, 2024, the Company entered into a settlement agreement in principal with the putative class in the amount of $ 41.5 million, which is subject to court approval. We have recognized this expense in SG&A expense in the Consolidated Statements of Income.
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. The State of Washington settlement was paid in the second quarter of 2023 for $ 11.0 million. On June 24, 2024, PPC entered into a settlement with the Attorney General in New Mexico for $ 5.2 million. The State of New Mexico settlement was paid in the third quarter of 2024. On July 3, 2024, PPC entered into a settlement with Attorney General in Alaska for $ 1.25 million, and this amount was paid on July 10, 2024. These settlements were recognized in SG&A expense in our Consolidated Statements of Income in their respective periods.
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U.S. Federal Matters
On February 9, 2022, PPC learned that the DOJ opened a civil investigation into human resources antitrust matters, and on October 6, 2022, PPC 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 PPC. PPC 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. 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 29, 2024, we employed over 61,600 people. Approximately 35.4 % 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 2025 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 29, 2024, the aggregate carrying amount of net assets belonging to our Mexico and Europe reportable segments was $ 0.7 billion and $ 2.9 billion, respectively. As of December 31, 2023, the aggregate carrying amount of net assets belonging to our Mexico and Europe reportable segments was $ 1.3 billion and $ 3.1 billion, respectively.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.