Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 27, 2022 | Apr. 27, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 27, 2022 | |
Document Transition Report | false | |
Entity File Number | 1-9273 | |
Entity Registrant Name | PILGRIM’S PRIDE CORPORATION | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 75-1285071 | |
Entity Address, Address Line One | 1770 Promontory Circle | |
Entity Address, City or Town | Greeley | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80634-9038 | |
City Area Code | 970 | |
Local Phone Number | 506-8000 | |
Title of 12(b) Security | Common Stock, Par Value $0.01 | |
Trading Symbol | PPC | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 240,329,764 | |
Amendment Flag | false | |
Entity Central Index Key | 0000802481 | |
Current Fiscal Year End Date | --12-25 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 27, 2022 | Dec. 26, 2021 |
Statement of Financial Position [Abstract] | ||
Cash and cash equivalents | $ 725,540 | $ 427,661 |
Restricted cash and cash equivalents | 30,258 | 22,460 |
Trade accounts and other receivables, less allowance for doubtful accounts | 1,071,102 | 1,013,437 |
Accounts receivable from related parties | 1,079 | 1,345 |
Inventories | 1,708,995 | 1,575,658 |
Income taxes receivable | 14,407 | 27,828 |
Prepaid expenses and other current assets | 241,444 | 237,565 |
Total current assets | 3,792,825 | 3,305,954 |
Deferred tax assets | 5,191 | 5,314 |
Other long-lived assets | 32,069 | 32,410 |
Operating lease assets, net | 339,102 | 351,226 |
Intangible assets, net | 938,564 | 963,243 |
Goodwill | 1,320,100 | 1,337,252 |
Property, plant and equipment, net | 2,890,016 | 2,917,806 |
Total assets | 9,317,867 | 8,913,205 |
Accounts payable | 1,440,802 | 1,378,077 |
Accounts payable to related parties | 8,044 | 22,317 |
Revenue contract liabilities | 21,522 | 22,321 |
Accrued expenses and other current liabilities | 815,259 | 859,885 |
Income taxes payable | 153,986 | 81,977 |
Current maturities of long-term debt | 36,162 | 26,246 |
Total current liabilities | 2,475,775 | 2,390,823 |
Noncurrent operating lease liabilities, less current maturities | 262,830 | 271,366 |
Long-term debt, less current maturities | 3,377,893 | 3,191,161 |
Deferred tax liabilities | 344,492 | 369,185 |
Other long-term liabilities | 63,271 | 101,736 |
Total liabilities | 6,524,261 | 6,324,271 |
Common stock | 2,616 | 2,614 |
Treasury stock | (372,157) | (345,134) |
Additional paid-in capital | 1,966,066 | 1,964,028 |
Retained earnings | 1,284,007 | 1,003,569 |
Accumulated other comprehensive loss | (98,902) | (47,997) |
Total Pilgrim’s Pride Corporation stockholders’ equity | 2,781,630 | 2,577,080 |
Noncontrolling interest | 11,976 | 11,854 |
Total stockholders’ equity | 2,793,606 | 2,588,934 |
Total liabilities and stockholders’ equity | $ 9,317,867 | $ 8,913,205 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 27, 2022 | Mar. 28, 2021 | |
Income Statement [Abstract] | ||
Net sales | $ 4,240,395 | $ 3,273,425 |
Cost of sales | 3,698,415 | 3,012,182 |
Gross profit | 541,980 | 261,243 |
Selling, general and administrative expense | 139,967 | 102,779 |
Operating income | 402,013 | 158,464 |
Interest expense, net of capitalized interest | 36,296 | 30,334 |
Interest income | (1,274) | (2,366) |
Foreign currency transaction losses | 11,536 | 2,514 |
Miscellaneous, net | (324) | (7,844) |
Income before income taxes | 355,779 | 135,826 |
Income tax expense | 75,219 | 35,358 |
Net income | 280,560 | 100,468 |
Less: Net income attributable to noncontrolling interests | 122 | 260 |
Net income attributable to Pilgrim’s Pride Corporation | $ 280,438 | $ 100,208 |
Weighted average shares of Pilgrim’s Pride Corporation common stock outstanding: | ||
Basic (in shares) | 243,670 | 243,580 |
Effect of dilutive common stock equivalents (in shares) | 630 | 278 |
Diluted (in shares) | 244,300 | 243,858 |
Net income attributable to Pilgrim’s Pride Corporation per share of common stock outstanding: | ||
Basic (in dollars per share) | $ 1.15 | $ 0.41 |
Diluted (in dollars per share) | $ 1.15 | $ 0.41 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 27, 2022 | Mar. 28, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 280,560 | $ 100,468 |
Foreign currency translation adjustment: | ||
Gains (losses) arising during the period | (58,202) | 33,291 |
Derivative financial instruments designated as cash flow hedges: | ||
Gains arising during the period | 528 | 1,468 |
Income tax effect | 0 | 7 |
Reclassification to net earnings for losses (gains) realized | 157 | (168) |
Income tax effect | (42) | (32) |
Defined benefit plans: | ||
Gains arising during the period | 8,651 | 29,227 |
Income tax effect | (2,172) | (6,330) |
Reclassification to net earnings of losses realized | 232 | 571 |
Income tax effect | (57) | (135) |
Total other comprehensive income (loss), net of tax | (50,905) | 57,899 |
Comprehensive income | 229,655 | 158,367 |
Less: Comprehensive income attributable to noncontrolling interests | 122 | 260 |
Comprehensive income attributable to Pilgrim’s Pride Corporation | $ 229,533 | $ 158,107 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest |
Balance, beginning of period (in shares) at Dec. 27, 2020 | 261,185 | 17,673 | |||||
Balance, beginning of period at Dec. 27, 2020 | $ 2,575,347 | $ 2,612 | $ (345,134) | $ 1,954,334 | $ 972,569 | $ (20,620) | $ 11,586 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 100,468 | 100,208 | 260 | ||||
Other comprehensive (loss) income, net of tax | 57,899 | 57,899 | |||||
Stock-based compensation plans: | |||||||
Common stock issued under compensation plans (in shares) | 153 | ||||||
Common stock issued under compensation plans | 0 | $ 1 | (1) | ||||
Requisite service period recognition | 2,042 | 2,042 | |||||
Balance, end of period (in shares) at Mar. 28, 2021 | 261,338 | 17,673 | |||||
Balance, end of period at Mar. 28, 2021 | 2,735,756 | $ 2,613 | $ (345,134) | 1,956,375 | 1,072,777 | 37,279 | 11,846 |
Balance, beginning of period (in shares) at Dec. 26, 2021 | 261,347 | 17,673 | |||||
Balance, beginning of period at Dec. 26, 2021 | 2,588,934 | $ 2,614 | $ (345,134) | 1,964,028 | 1,003,569 | (47,997) | 11,854 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 280,560 | 280,438 | 122 | ||||
Other comprehensive (loss) income, net of tax | (50,905) | (50,905) | |||||
Stock-based compensation plans: | |||||||
Common stock issued under compensation plans (in shares) | 221 | ||||||
Common stock issued under compensation plans | 0 | $ 2 | (2) | ||||
Requisite service period recognition | 2,040 | 2,040 | |||||
Common stock purchased under share repurchase program | (27,023) | $ (27,023) | |||||
Common stock purchased under share repurchase program (in shares) | (1,158) | ||||||
Balance, end of period (in shares) at Mar. 27, 2022 | 261,568 | 18,831 | |||||
Balance, end of period at Mar. 27, 2022 | $ 2,793,606 | $ 2,616 | $ (372,157) | $ 1,966,066 | $ 1,284,007 | $ (98,902) | $ 11,976 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 27, 2022 | Mar. 28, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 280,560 | $ 100,468 |
Adjustments to reconcile net income to cash provided by operating activities: | ||
Depreciation and amortization | 102,142 | 86,532 |
Deferred income tax expense (benefit) | (21,917) | 12,483 |
Stock-based compensation | 1,963 | 2,042 |
Loss (gain) on property disposals | 1,855 | (2,396) |
Loan cost amortization | 1,280 | 1,215 |
Accretion of discount related to Senior Notes | 429 | 246 |
Loss (gain) on equity-method investments | 8 | (4) |
Amortization of premium related to Senior Notes | 0 | (167) |
Changes in operating assets and liabilities: | ||
Trade accounts and other receivables | (66,669) | (54,892) |
Inventories | (146,035) | (82,550) |
Prepaid expenses and other current assets | (5,889) | 20,228 |
Accounts payable, accrued expenses and other current liabilities | (2,454) | (240,183) |
Income taxes | 84,780 | 25,440 |
Long-term pension and other postretirement obligations | (1,101) | (10,841) |
Other operating assets and liabilities | (1,956) | (1,172) |
Cash provided by (used in) operating activities | 226,996 | (143,551) |
Cash flows from investing activities: | ||
Acquisitions of property, plant and equipment | (81,578) | (102,167) |
Purchase of acquired business, net of cash acquired | (4,847) | 0 |
Proceeds from property disposals | 849 | 13,074 |
Cash used in investing activities | (85,576) | (89,093) |
Cash flows from financing activities: | ||
Proceeds from revolving line of credit and long-term borrowings | 228,505 | 328,932 |
Payments on revolving line of credit, long-term borrowings and finance lease obligations | (32,093) | (235,292) |
Purchase of common stock under share repurchase plan | (27,023) | 0 |
Payment of equity distribution under Tax Sharing Agreement between JBS USA Holdings and Pilgrim’s Pride Corporation | (1,961) | (650) |
Payments of capitalized loan costs | (1,098) | 0 |
Cash provided by financing activities | 166,330 | 92,990 |
Effect of exchange rate changes on cash and cash equivalents | (2,073) | 1,488 |
Increase (decrease) in cash, cash equivalents and restricted cash | 305,677 | (138,166) |
Cash, cash equivalents and restricted cash, beginning of period | 450,121 | 548,406 |
Cash, cash equivalents and restricted cash, end of period | $ 755,798 | $ 410,240 |
BUSINESS AND SUMMARY OF SIGNIFI
BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 27, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business Pilgrim’s Pride Corporation (referred to herein as “Pilgrim’s,” “PPC,” “the Company,” “we,” “us,” “our,” or similar terms) is one of the largest chicken producers in the world, with operations in the United States (“U.S.”), the United Kingdom (“U.K.”), Mexico, France, Puerto Rico, the Netherlands and the Republic of Ireland. Pilgrim’s products are sold to foodservice, retail and frozen entrée customers. The Company’s primary distribution is through retailers, foodservice distributors and restaurants throughout the countries listed above. Additionally, the Company exports chicken and pork products to approximately 120 countries. Our fresh products consist of refrigerated (nonfrozen) whole or cut-up chicken, selected chicken parts that are either marinated or non-marinated, primary pork cuts, added value pork and pork ribs. The Company’s prepared products include fully cooked, ready-to-cook and individually frozen chicken parts, strips, nuggets and patties, processed sausages, bacon, smoked meat, gammon joints, pre-packed meats, sandwich and deli counter meats and meat balls. The Company’s other products include plant-based protein offerings, ready-to-eat meals, multi-protein frozen foods, vegetarian foods and desserts. The Company also provides direct-to-consumer meals and hot food-to-go solutions in the U.K. and the Republic of Ireland. We operate feed mills, hatcheries, processing plants and distribution centers in 14 U.S. states, the U.K., Mexico, France, Puerto Rico, the Netherlands and the Republic of Ireland. As of March 27, 2022, Pilgrim’s had over 59,000 employees. As of March 27, 2022, PPC had the capacity to process approximately 43.3 million birds per 5-day work week for a total of more than 12.8 billion pounds of live chicken annually. Approximately 4,780 contract growers supply chicken for the Company’s operations. As of March 27, 2022, PPC had the capacity to process approximately 49,500 pigs per 5-day work week for a total of 534.2 million pounds of live pork annually and approximately 240 contract growers supply pork for the Company’s operations. As of March 27, 2022, JBS S.A., through its indirect wholly-owned subsidiaries (together, “JBS”), beneficially owned 80.5% of the Company’s outstanding common stock. Condensed Consolidated Financial Statements The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal and recurring adjustments unless otherwise disclosed) considered necessary for a fair presentation have been included. Operating results for the three months ended March 27, 2022 are not necessarily indicative of the results that may be expected for the year ending December 25, 2022. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 26, 2021. 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 (for example, 2022) in the notes to these Condensed Consolidated Financial Statements applies to our fiscal year and not the calendar year. The three months ended March 27, 2022 represents the period from December 27, 2021 through March 27, 2022. The three months ended March 28, 2021 represents the period from December 28, 2020 through March 28, 2021. The Condensed Consolidated Financial Statements include the accounts of the Company and its majority-owned subsidiaries. We eliminate all significant affiliate accounts and transactions upon consolidation. The Condensed Consolidated Financial Statements have been prepared in conformity with 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, valuation of deferred tax assets, insurance accruals, valuation of pension and other postretirement benefits obligations, income tax accruals, certain derivative positions, certain litigation reserves and valuations of acquired businesses. The functional currency of the Company’s U.S. and Mexico operations and certain holding-company subsidiaries in Luxembourg, the U.K., Malta and the Republic of Ireland is the U.S. dollar. The functional currency of 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. For foreign currency-denominated entities other than the Company’s Mexico operations, translation from local currencies into U.S. dollars is performed for most assets and liabilities using the exchange rates in effect as of the balance sheet date. Income and expense accounts are remeasured using average exchange rates for the period. Adjustments resulting from translation of these financial records are reflected as a separate component of Accumulated other comprehensive income (loss) in the Condensed Consolidated Balance Sheets. For the Company’s Mexico operations, remeasurement from the Mexican peso to U.S. dollars is performed for monetary assets and liabilities using the exchange rate in effect as of the balance sheet date. Remeasurement is performed for non-monetary assets using the historical exchange rate in effect on the date of each asset’s acquisition. Income and expense accounts are remeasured using average exchange rates for the period. Net adjustments resulting from remeasurement of these financial records, as well as foreign currency transaction gains and losses, are reflected in Foreign currency transaction losses (gains) in the Condensed Consolidated Statements of Income. 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 and restricted cash as reported in the Condensed Consolidated Balance Sheets to the total of the same amounts shown in the Condensed Consolidated Statements of Cash Flows: March 27, 2022 December 26, 2021 (In thousands) Cash and cash equivalents $ 725,540 $ 427,661 Restricted cash 30,258 22,460 Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows $ 755,798 $ 450,121 Recent Accounting Pronouncements Adopted as of March 27, 2022 In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance , which requires annual disclosures for transactions with a government authority that are accounted for by a grant or contribution model. The guidance requires disclosure about the nature of certain government assistance received, the accounting treatment for the transactions, and the effect of the transactions on the financial statements. The guidance is effective for annual periods beginning after December 15, 2021, with early adoption permitted. The adoption of this guidance did not have a material impact on our Condensed Consolidated Financial Statements. Recent Accounting Pronouncements Not Yet Adopted as of March 27, 2022 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 will be effective beginning March 12, 2020, extending through December 31, 2022 with the option to apply the guidance at any point during that time period. 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. We currently have hedging transactions and debt agreements that reference LIBOR and will apply the new guidance as these contracts are modified to reference other rates. |
BUSINESS ACQUISITION
BUSINESS ACQUISITION | 3 Months Ended |
Mar. 27, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS ACQUISITION | BUSINESS ACQUISITION On September 24, 2021, the Company acquired 100% of the equity of the Kerry Consumer Foods’ meats and meals businesses, collectively known as Pilgrim's Food Masters, for cash of £695.3 million, or $954.1 million, subject to working capital adjustments. The acquisition was funded with the Company’s recent senior notes offering and borrowings under the credit facility. During the first quarter of 2022, a payment of $4.8 million for working capital and net debt adjustments was paid to the sellers bringing the total cash paid to $958.9 million. The acquisition solidifies Pilgrim’s as a leading European food company. The specialty meats business is a leading manufacturer of branded and private label meats, meat snacks and food-to- go products in the U.K. and the Republic of Ireland. The ready meals business is a leading ethnic chilled and frozen ready meals business in the U.K. The acquired operations are included in the Company’s U.K. and Europe reportable segment. To date, transaction costs incurred in conjunction with this acquisition were approximately $19.1 million. These costs were expensed as incurred and are reflected within Selling, general and administrative expense in the Company’s Consolidated Statements of Income. The results of operations of the acquired business since September 24, 2021 are included in the Company’s Condensed Consolidated Statements of Income. Net sales generated and net income generated by the acquired business during the three months ended March 27, 2022 totaled $260.7 million and $1.9 million, respectively. The assets acquired and liabilities assumed in the acquisition were measured at their estimated fair values as of September 24, 2021 as set forth below. The excess of the purchase price over the preliminary fair value of the identified net assets was recorded as goodwill in the Company’s U.K. and Europe reportable segment. The factors contributing to the amount of goodwill are based on several strategic and synergistic benefits that are expected to be realized from the acquisition as well as the assembled workforce. Benefits include (1) complementary product offerings, (2) an enhanced footprint in the U.K. and the Republic of Ireland and (3) an enhanced position in the fast-growing plant-based protein, direct-to-consumer and hot food-to-go markets. The goodwill is not expected to be tax deductible for tax purposes. The initial accounting for this business combination is incomplete for certain intangible assets as additional information is necessary to conclude on assumptions used to establish the estimated fair values. The amounts recognized in these financial statements for this business combination thus have been determined only provisionally. We are currently completing fair value assessments with the assistance of third-party valuation specialists. Any adjustments identified in the measurement period, which will not exceed one year from the acquisition date, will be accounted for prospectively. The cumulative effect of these adjustments will be recorded in the period of change. The preliminary fair values recorded for the assets acquired and liabilities assumed for the acquisition are as follows (in thousands): Preliminary Cash and cash equivalents $ 113 Trade accounts and other receivables 7,387 Inventories 60,341 Prepaid expenses and other current assets 1,727 Operating lease assets 14,648 Property, plant and equipment 247,133 Identifiable intangible assets 415,157 Other assets 335 Total assets acquired 746,841 Accounts payable 4,615 Other current liabilities 407 Operating lease liabilities 18,996 Deferred tax liabilities 114,701 Other long-term liabilities 2,612 Total liabilities assumed 141,331 Total identifiable net assets 605,510 Goodwill 353,397 Total consideration transferred $ 958,907 |
REVENUE RECOGNITION
REVENUE RECOGNITION | 3 Months Ended |
Mar. 27, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION The vast majority of the Company’s revenue is derived from contracts which are based upon a customer ordering our products. While there may be master agreements, the contract is only established when the customer’s order is accepted by the Company. The Company accounts for a contract, which may be verbal or written, when it is approved and committed by both parties, the rights of the parties are identified along with payment terms, the contract has commercial substance and collectability is probable. The Company evaluates the transaction for distinct performance obligations, which are the sale of its products to customers. Since its products are commodity market-priced, the sales price is representative of the observable, standalone selling price. Each performance obligation is recognized based upon a pattern of recognition that reflects the transfer of control to the customer at a point in time, which is upon destination (customer location or port of destination), which faithfully depicts the transfer of control and recognition of revenue. There are instances of customer pick-up at the Company’s facility, in which case control transfers to the customer at that point and the Company recognizes revenue. The Company’s performance obligations are typically fulfilled within days to weeks of the acceptance of the order. The Company makes judgments regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from revenue and cash flows with customers. Determination of a contract requires evaluation and judgment along with the estimation of the total contract value and if any of the contract value is constrained. Due to the nature of our business, there is minimal variable consideration, as the contract is established at the acceptance of the order from the customer. When applicable, variable consideration is estimated at contract inception and updated on a regular basis until the contract is completed. Allocating the transaction price to a specific performance obligation based upon the relative standalone selling prices includes estimating the standalone selling prices including discounts and variable consideration. Disaggregated Revenue Revenue has been disaggregated into the categories below to show how economic factors affect the nature, amount, timing and uncertainty of revenue and cash flows: Three Months Ended March 27, 2022 (In thousands) Fresh Prepared Export Other Total U.S. $ 2,087,621 $ 255,087 $ 133,797 $ 104,703 $ 2,581,208 U.K. and Europe 237,309 746,636 173,411 34,626 1,191,982 Mexico 410,420 36,141 — 20,644 467,205 Total net sales $ 2,735,350 $ 1,037,864 $ 307,208 $ 159,973 $ 4,240,395 Three Months Ended March 28, 2021 (In thousands) Fresh Prepared Export Other Total U.S. $ 1,597,423 $ 194,272 $ 113,971 $ 93,893 $ 1,999,559 U.K. and Europe 386,886 376,122 79,382 12,345 854,735 Mexico 372,721 27,404 — 19,006 419,131 Total net sales $ 2,357,030 $ 597,798 $ 193,353 $ 125,244 $ 3,273,425 Contract Costs The Company can incur incremental costs to obtain or fulfill a contract such as broker expenses that are not expected to be recovered. The amortization period for such expenses is less than one year; therefore, the costs are expensed as incurred. Taxes The Company excludes all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the entity from a customer (for example, sales, use, value added and some excise taxes) from the transaction price. Contract Balances The Company receives payment from customers based on terms established with the customer. Payments are typically due within two weeks 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 liabilities balance are as follows (in thousands): Balance as of December 26, 2021 $ 22,321 Revenue recognized (11,537) Cash received, excluding amounts recognized as revenue during the period 10,738 Balance as of March 27, 2022 $ 21,522 Accounts Receivable |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 27, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | DERIVATIVE FINANCIAL INSTRUMENTSThe Company utilizes various raw materials in its operations, including corn, soybean meal, soybean oil, wheat, natural gas, electricity and diesel fuel, which are all considered commodities. The Company considers these raw materials generally available from a number of different sources and believes it can obtain them to meet its requirements. These commodities are subject to price fluctuations and related price risk due to factors beyond our control, such as economic and political conditions, supply and demand, weather, governmental regulation and other circumstances. Generally, the Company purchases derivative financial instruments, specifically exchange-traded futures and options, in an attempt to mitigate price risk related to its anticipated consumption of commodity inputs for approximately the next twelve months. The Company may purchase longer-term derivative financial instruments on particular commodities if deemed appropriate. The Company has operations in Mexico, the U.K., France, the Netherlands and the Republic of Ireland. Therefore, it has exposure to translational foreign exchange risk when the financial results of those operations are remeasured in U.S. dollars. The Company has purchased foreign currency forward contracts to manage this translational foreign exchange 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 in the U.S. reportable segment. The Company has purchased an interest rate swap contract to convert the variable interest rate to a fixed interest rate on a portion of its outstanding long-term debt arrangements in order to manage this interest rate risk and add stability to interest expense and cash flows. The fair value of derivative assets is included in the line item Prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets while the fair value of derivative liabilities is included in the line item Accrued expenses and other current liabilities on the same statements. The Company’s counterparties require that it post collateral for changes in the net fair value of the derivative contracts. This cash collateral is reported in the line item Restricted cash and cash equivalents on the Condensed Consolidated Balance Sheets. Undesignated contracts may include contracts not designated as a hedge or for which the normal purchase normal sales (“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 each of these derivatives is recognized in the Condensed 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 Condensed Consolidated Statements of Income within Net sales , C ost of sales , Selling, general and administrative expense , 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 has elected not to apply the NPNS exemption to a fixed-price product sales contract with a certain customer in order to mitigate various risk exposures and to try to achieve an accounting result that aligns the accounting for the derivative with the economics achieved through the use of the derivative. Transactions originating from this contract are accounted for as undesignated derivatives and recognized at fair value. The Company does not apply hedge accounting treatment to certain derivative financial instruments that it has purchased to mitigate commodity purchase exposures in the U.S. and Mexico or foreign currency transaction exposures on our Mexico operations. Therefore, the Company recognized changes in the fair value of these derivative financial instruments immediately in earnings. Gains or losses related to the commodity derivative financial instruments are included in the line item Cost of sales in the Condensed Consolidated Statements of Income. Gains or losses related to the foreign currency derivative financial instruments are included in the line item Foreign currency transaction losses (gains) and Cost of sales in the Condensed Consolidated Statements of Income. The Company does apply hedge accounting treatment to certain derivative financial instruments related to its U.K. and Europe reportable segment that it has purchased to mitigate foreign currency transaction exposures. Before the settlement date of the financial derivative instruments, the Company recognizes changes in the fair value of the cash flow hedge into accumulated other comprehensive 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 Condensed Consolidated Statements of Income. The Company did apply hedge accounting treatment in prior periods to a derivative financial instrument related to its U.S. reportable segment that it had purchased to mitigate variable interest rate exposures; however, this instrument disqualified from hedge accounting treatment in the current quarter due to a change in the variable interest rate used on the underlying instrument. Gains or losses related to the interest rate swap derivative financial instrument are included in the line item Interest expense, net of capitalized interest in the Condensed Consolidated Statements of Income. Information regarding the Company’s outstanding derivative instruments and cash collateral posted with brokers is included in the following table: March 27, 2022 December 26, 2021 (In thousands) Fair values Commodity derivative assets $ 37,563 $ 17,567 Commodity derivative liabilities (22,860) (14,119) Foreign currency derivative assets 768 518 Foreign currency derivative liabilities (12,197) (4,958) Interest rate swap derivative liabilities — (98) Sales contract derivative liabilities (21,357) (12,691) Cash collateral posted with brokers (a) 30,258 22,459 Derivatives coverage (b) : Corn 35.0 % 6.6 % Soybean meal 27.0 % 11.8 % Period through which stated percent of needs are covered: Corn December 2022 December 2022 Soybean meal January 2023 December 2022 (a) Collateral posted with brokers consists primarily of cash, short-term treasury bills, or other cash equivalents. (b) Derivatives coverage is the percent of anticipated commodity needs covered by outstanding derivative instruments through a specified date. The following table presents the gains and losses of each derivative instrument held by the Company not designated or qualifying as hedging instruments: Three Months Ended Gains (Losses) by Type of Contract (a) March 27, 2022 March 28, 2021 Affected Line Item in the Condensed Consolidated Statements of Income (In thousands) Foreign currency derivatives gain (loss) $ (13,300) $ 5,340 Foreign currency transaction losses (gains) Commodity derivative gain 31,540 17,378 Cost of sales Sales contract derivative gain (loss) (8,666) (18,104) Net sales Total $ 9,574 $ 4,614 (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: Gain (Loss) Recognized in Other Comprehensive Income on Derivative Three Months Ended March 27, 2022 March 28, 2021 (In thousands) Foreign currency derivatives $ 523 $ 1,485 Interest rate swap derivatives — (29) Total $ 523 $ 1,456 Gain (Loss) Reclassified from AOCI into Income Three Months Ended March, 27, 2022 Three Months Ended March 28, 2021 Net sales (a) Cost of sales (b) Interest expense, net of capitalized interest (b) Net sales (a) Cost of sales (b) Interest expense, net of capitalized interest (b) (In thousands) Total amounts of income and expense line items presented in the Condensed Consolidated Statements of Income in which the effects of cash flow hedges are recorded $ 4,240,395 $ 3,698,415 $ 36,296 $ 3,273,425 $ 3,012,182 $ 30,334 Impact from cash flow hedging instruments: Interest rates swaps — — 98 — — 132 Foreign currency contracts 32 91 — 278 (22) — (a) Amounts represent income (expenses) related to net sales. (b) Amounts represent (income) expenses related to cost of sales and interest expense. At March 27, 2022, the pre-tax deferred net losses on foreign currency derivatives recorded in AOCI that are expected to be reclassified to the Condensed Consolidated Statements of Income during the next twelve months are $0.3 million. 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. |
TRADE ACCOUNTS AND OTHER RECEIV
TRADE ACCOUNTS AND OTHER RECEIVABLES | 3 Months Ended |
Mar. 27, 2022 | |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | |
TRADE ACCOUNTS AND OTHER RECEIVABLES | TRADE ACCOUNTS AND OTHER RECEIVABLES Trade accounts and other receivables, less allowance for doubtful accounts, consisted of the following: March 27, 2022 December 26, 2021 (In thousands) Trade accounts receivable $ 1,001,967 $ 947,697 Notes receivable 18,946 18,697 Other receivables 59,900 56,716 Receivables, gross 1,080,813 1,023,110 Allowance for credit losses (9,711) (9,673) Receivables, net $ 1,071,102 $ 1,013,437 Accounts receivable from related parties (a) $ 1,079 $ 1,345 (a) Additional information regarding accounts receivable from related parties is included in “Note 16. Related Party Transactions.” Activity in the allowance for credit losses was as follows: March 27, 2022 (In thousands) Balance, beginning of period $ (9,673) Provision charged to operating results (383) Account write-offs and recoveries 487 Effect of exchange rate (142) Balance, end of period $ (9,711) |
INVENTORIES
INVENTORIES | 3 Months Ended |
Mar. 27, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories consisted of the following: March 27, 2022 December 26, 2021 (a) (In thousands) Raw materials and work-in-process $ 1,124,232 $ 1,034,518 Finished products 410,784 369,292 Operating supplies 87,822 87,332 Maintenance materials and parts 86,157 84,516 Total inventories $ 1,708,995 $ 1,575,658 (a) The inventory component amounts as of December 26, 2021 reported in this table differ from the inventory component amounts as of December 26, 2021 reported in our annual report on Form 10-K. We increased Operating supplies and Maintenance material and parts amounts as of December 26, 2021 by $10.7 million and $9.9 million, respectively, and decreased Raw materials and work-in-process and Finished product s amounts as of December 26, 2021 by $10.2 million and $10.4 million, respectively, to conform to the inventory component amounts presented as of March 27, 2022. |
INVESTMENTS IN SECURITIES
INVESTMENTS IN SECURITIES | 3 Months Ended |
Mar. 27, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS IN SECURITIES | 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: March 27, 2022 December 26, 2021 Cost Fair Value Cost Fair Value (In thousands) Cash equivalents: Fixed income securities $ 29,048 $ 29,048 $ 48,851 $ 48,851 Gross realized gains during the three months ended March 27, 2022 and three months ended March 28, 2021 related to the Company’s available-for-sale securities were immaterial. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 3 Months Ended |
Mar. 27, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS The activity in goodwill by segment for the three months ended March 27, 2022 was as follows: December 26, 2021 Additions Currency Translation March 27, 2022 (In thousands) U.S. $ 41,936 $ — $ — $ 41,936 U.K. and Europe 1,167,512 4,570 (21,722) 1,150,360 Mexico 127,804 — — 127,804 Total $ 1,337,252 $ 4,570 $ (21,722) $ 1,320,100 Additions shown in goodwill table above are primarily comprised of working capital adjustments made as part of the prior year business acquisitions. For additional information, refer to “Note 2. Business Acquisitions.” Intangible assets consisted of the following: December 26, 2021 Additions Amortization Currency Translation March 27, 2022 (In thousands) Cost: Trade names not subject to amortization $ 609,713 $ — $ — $ (6,939) $ 602,774 Trade names subject to amortization 114,268 — (4,578) 109,690 Customer relationships 455,459 — — (5,738) 449,721 Non-compete agreements 320 — — — 320 Accumulated amortization: Trade names (49,901) — (1,076) 22 (50,955) Customer relationships (166,296) — (7,622) 1,252 (172,666) Non-compete agreements (320) — — — (320) Intangible assets, net $ 963,243 $ — $ (8,698) $ (15,981) $ 938,564 Intangible assets are amortized over the estimated useful lives of the assets as follows: Customer relationships 3-18 years Trade names subject to amortization 15-20 years Non-compete agreements 3 years At March 27, 2022, the Company assessed if events or changes in circumstances indicated that the asset group-level carrying amounts 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 asset group-level carrying amounts of its intangible assets subject to amortization at that date. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 3 Months Ended |
Mar. 27, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment (“PP&E”), net consisted of the following: March 27, 2022 December 26, 2021 (In thousands) Land $ 262,409 $ 260,079 Buildings 2,051,418 2,043,034 Machinery and equipment 3,608,105 3,594,482 Autos and trucks 76,700 76,710 Finance leases 5,710 5,710 Construction-in-progress 236,304 229,837 PP&E, gross 6,240,646 6,209,852 Accumulated depreciation (3,350,630) (3,292,046) PP&E, net $ 2,890,016 $ 2,917,806 The Company recognized depreciation expense of $93.4 million and $80.7 million during the three months ended March 27, 2022 and March 28, 2021, respectively. During the three months ended March 27, 2022, Pilgrim’s spent $81.6 million on capital projects and transferred $73.8 million of completed projects from construction-in-progress to depreciable assets. Capital expenditures were primarily incurred during the three months ended March 27, 2022 to improve efficiencies and reduce costs. During the three months ended March 28, 2021, the Company spent $102.2 million on capital projects and transferred $68.3 million of completed projects from construction-in-progress to depreciable assets. During the three months ended March 27, 2022, the Company sold certain PP&E for $0.8 million in cash and recognized a net loss of $1.9 million on these sales. PP&E sold during the three months ended March 27, 2022 consisted of miscellaneous equipment. During the three months ended March 28, 2021, the Company sold a broiler farm in Mexico, a processing plant within the U.K. and other miscellaneous equipment for cash of $13.1 million and recognized a net gain on these sales of $2.4 million. The Company has closed or idled various facilities in the U.S. and in 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 March 27, 2022, the carrying amounts of these idled assets totaled $37.2 million based on depreciable value of $191.3 million and accumulated depreciation of $154.1 million. During the three months ended March 27, 2022, the Company recognized additional impairment loss of $0.2 million incurred as a result of a tornado in Mayfield, Kentucky in December 2021 that significantly damaged two hatcheries and a feed mill. As of March 27, 2022, the Company assessed if events or changes in circumstances indicated that the asset group-level carrying amounts 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 asset group-level carrying amounts of its property, plant and equipment held for use at that date. |
CURRENT LIABILITIES
CURRENT LIABILITIES | 3 Months Ended |
Mar. 27, 2022 | |
Payables and Accruals [Abstract] | |
CURRENT LIABILITIES | CURRENT LIABILITIES Current liabilities, other than income taxes and current maturities of long-term debt, consisted of the following components: March 27, 2022 December 26, 2021 (In thousands) Accounts payable: Trade accounts $ 1,345,826 $ 1,273,297 Book overdrafts 64,406 77,139 Other payables 30,570 27,641 Total accounts payable 1,440,802 1,378,077 Accounts payable to related parties (a) 8,044 22,317 Revenue contract liabilities (b) 21,522 22,321 Accrued expenses and other current liabilities: Compensation and benefits 184,443 224,368 Current maturities of operating lease liabilities 79,074 82,947 Taxes 77,156 68,163 Insurance and self-insured claims 73,295 64,697 Litigation settlements (c) 69,000 172,440 Derivative liabilities (d) 56,414 31,866 Interest and debt-related fees 47,839 31,810 Accrued sales rebates 46,555 35,613 Other accrued expenses 181,483 147,981 Total accrued expenses and other current liabilities 815,259 859,885 Total $ 2,285,627 $ 2,282,600 (a) Additional information regarding accounts payable to related parties is included in “Note 16. Related Party Transactions.” (b) Additional information regarding revenue contract liabilities is included in “Note 3. Revenue Recognition.” (c) Additional information regarding litigation settlements is included in “Note 18. Commitments and Contingencies.” (d) Additional information regarding derivative liabilities is included in “Note 4. Derivative Financial Instruments.” |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 27, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company recorded income tax expense of $75.2 million, a 21.1% effective tax rate, for the three months ended March 27, 2022 compared to income tax expense of $35.4 million, a 26.0% effective tax rate, for the three months ended March 28, 2021. The increase in income tax expense in 2022 resulted primarily from the increase of profit before income taxes. 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 March 27, 2022, the Company did not believe it had sufficient positive evidence to conclude that realization of a portion of its foreign net deferred tax assets are more likely than not to be realized. For the three months ended March 27, 2022 and March 28, 2021, there is a tax effect of $(2.3) million and $(6.5) million, respectively, reflected in other comprehensive income. For the three months ended March 27, 2022 and March 28, 2021, there are immaterial tax effects reflected in income tax expense due to excess tax shortfalls related to stock-based compensation. The Company and its subsidiaries file a variety of consolidated and standalone income tax returns in various jurisdictions. In the normal course of business, our income tax filings are subject to review by various taxing authorities. In general, tax returns filed by the Company and its subsidiaries for years prior to 2011 are no longer subject to examination by tax authorities. As of July 27, 2020, JBS owns in excess of 80% of Pilgrim’s. JBS has a federal tax election to file a consolidated tax return with subsidiaries in which it holds an ownership of at least 80%. |
DEBT
DEBT | 3 Months Ended |
Mar. 27, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Long-term debt and other borrowing arrangements, including current notes payable to banks, consisted of the following components: Maturity March 27, 2022 December 26, 2021 (In thousands) Senior notes payable at 3.50% 2032 $ 900,000 $ 900,000 Senior notes payable, net of discount, at 4.25% 2031 990,941 990,691 Senior notes payable, net of discount, at 5.875% 2027 846,045 845,866 Fifth Amended and Restated U.S. Credit Facility (defined below): Term note payable at 2.09% 2026 692,812 506,250 Revolving note payable at 3.50% 2026 — — Pilgrim's Pride Limited Bank of Ireland Invoice Discounting Facility with notes payable at 2.25% 2022 9,911 — Moy Park Bank of Ireland Revolving Facility with notes payable at LIBOR or EURIBOR plus 1.25% to 2.00% 2023 — — Mexico Credit Facility (defined below) with notes payable at TIIE plus 1.50% 2023 — — Secured loans with payables at weighted average of 3.34% 2022 — 3 Finance lease obligations Various 4,320 4,548 Long-term debt 3,444,029 3,247,358 Less: Current maturities of long-term debt (36,162) (26,246) Long-term debt, less current maturities 3,407,867 3,221,112 Less: Capitalized financing costs (29,974) (29,951) Long-term debt, less current maturities, net of capitalized financing costs $ 3,377,893 $ 3,191,161 U.S. Senior Notes On September 29, 2017, the Company completed a sale of $600.0 million aggregate principal amount of its 5.875% senior notes due 2027. On March 7, 2018, the Company completed an add-on offering of $250.0 million of these senior notes (together with the senior notes issued in September 2017, the “Senior Notes due 2027”). The issuance price of this add-on offering was 97.25%, which created gross proceeds of $243.1 million. The $6.9 million discount will be amortized over the remaining life of the Senior Notes due 2027. Each issuance of the Senior Notes due 2027 is treated as a single class for all purposes under the 2017 Indenture (defined below) and have the same terms. The Senior Notes due 2027 are governed by, and were issued pursuant to, an indenture dated as of September 29, 2017 by and among the Company, its guarantor subsidiaries and Regions Bank, as trustee (the “2017 Indenture”). The 2017 Indenture provides, among other things, that the Senior Notes due 2027 bear interest at a rate of 5.875% per annum from the date of issuance until maturity, payable semi-annually in cash in arrears, beginning on March 30, 2018 for the Senior Notes due 2027 that were issued in September 2017 and beginning on March 15, 2018 for the Senior Notes due 2027 that were issued in March 2018. On April 8, 2021, the Company completed a sale of $1.0 billion aggregate principal amount of its 4.25% sustainability-linked senior notes due 2031 (“Senior Notes due 2031”). The Company used the net proceeds, together with cash on hand, to redeem the Senior Notes due 2025. 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, beginning on October 15, 2021. From and including October 15, 2026, the interest rate payable on the notes shall be increased to 4.50% per annum unless the Company has notified the trustee at least 30 days prior to October 15, 2026 that in respect of the year ended December 31, 2025, (1) the Company’s greenhouse gas emissions intensity reduction target of 17.679% by December 31, 2025 from a 2019 baseline (the “Sustainability Performance Target”) has been satisfied and (2) the satisfaction of the Sustainability Performance Target has been confirmed by a qualified provider of third-party assurance or attestation services appointed by the Company to review the Company’s statement of the greenhouse gas emissions intensity in accordance with its customary procedures. On September 2, 2021, the Company completed a sale of $900.0 million in aggregate principal amount of its 3.50% 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, beginning on March 1, 2022. The Senior Notes due 2027, the Senior Notes due 2031 and the Senior Notes due 2032 were and are each guaranteed on a senior unsecured basis by the Company’s guarantor subsidiaries. In addition, any 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 Senior Notes due 2027 and the Senior Notes due 2031. The Senior Notes due 2027, the Senior Notes due 2031 and the Senior Notes due 2032 and 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 Senior Notes due 2027, the 2017 Indenture, the Senior Notes due 2031, the April 2021 Indenture, the Senior Notes due 2032 and the September 2021 Indenture also contain customary covenants and events of default, including failure to pay principal or interest on the Senior Notes due 2027, the Senior Notes due 2031 and the Senior Notes due 2032, respectively, when due, among others. U.S. Credit Facilities On August 9, 2021, the Company, and certain of the Company’s subsidiaries entered into a Fifth Amended and Restated Credit Agreement (the “U.S. Credit Facility”) with CoBank, ACB, as administrative agent and collateral agent, and the other lenders party thereto. The U.S. Credit Facility provides for an $800.0 million revolving credit commitment and a term loan commitment of up to $700.0 million (the “Term Loans”). The U.S. Credit Facility includes an incremental commitment and loan feature that allows the Company, subject to certain conditions, to increase the aggregate revolving loan and term loan commitments. The aggregate amount of incremental commitments and loans shall not exceed the sum of $500.0 million plus the maximum amount that would result in a senior secured leverage ratio, on a pro-forma basis, of not more than 3.00 to 1.00. The revolving loan commitment under the U.S. Credit Facility matures on August 9, 2026. All principal on the Term Loans is due at maturity on August 9, 2026. Installments of principal are required to be made, in an amount equal to 1.25% of the original principal amount of the Term Loans, on a quarterly basis prior to the maturity date of the Term Loans beginning in January 2022. As of March 27, 2022, the Company had outstanding borrowings under the term loan commitment of $692.8 million. As of March 27, 2022, the Company had outstanding letters of credit and available borrowings under the revolving credit commitment of $36.1 million and $763.9 million, respectively. The U.S. Credit Facility includes an $80.0 million sub-limit for swingline loans and a $125.0 million sub-limit for letters of credit. Outstanding borrowings under the revolving loan commitment and the Term Loans bear interest at a per annum rate, based on Company’s senior secured net leverage ratio, equal to (1) in the case of LIBOR loans, between LIBOR plus 1.25% and LIBOR plus 2.75% and (2) in the case of base rate loans, between the base rate plus 0.25% and the base rate plus 1.75%. The U.S. Credit Facility contains customary financial and other various covenants for transactions of this type, including restrictions on the Company’s ability to incur additional indebtedness, incur liens, pay dividends, make certain restricted payments, consummate certain asset sales, enter into certain transactions with the Company’s affiliates, or merge, consolidate and/or sell or dispose of all or substantially all of its assets, among other things. The U.S. Credit Facility requires the Company to comply with a minimum net leverage ratio and a minimum interest coverage ratio. All obligations under the U.S. Credit Facility continue to be secured by first priority liens on (1) all present and future personal property of the the Company, and certain of the Company’s subsidiaries and the guarantors, including all material domestic and first-tier direct foreign subsidiaries, (2) all present and future shares of capital stock of the borrowers and guarantors, and (3) substantially all of the present and future assets of the Company and the guarantors under the U.S. Credit Facility. The Company is currently in compliance with the covenants under the U.S. Credit Facility. Moy Park Bank of Ireland Revolving Facility Agreement On June 2, 2018, Moy Park Holdings (Europe) Ltd. and its subsidiaries entered into an unsecured multicurrency revolving facility agreement (the “Bank of Ireland Revolver Agreement”) with the Governor and Company of the Bank of Ireland, as agent, and the other lenders party thereto. The Bank of Ireland Revolver Agreement provides for a multicurrency revolving loan commitment of up to £100.0 million. The multicurrency revolving loan commitments under the Bank of Ireland Revolver Agreement mature on June 2, 2023. Outstanding borrowings under the Bank of Ireland Revolver Agreement bear interest at a rate per annum equal to the sum of (1) LIBOR or, in relation to any loan in euros, EURIBOR, plus (2) a margin, ranging from 1.25% to 2.00% based on Leverage (as defined in the Bank of Ireland Revolver Agreement). All obligations under the Bank of Ireland Revolver Agreement are guaranteed by certain of Moy Park’s subsidiaries. As of March 27, 2022, the U.S. dollar-equivalent loan commitment and borrowing availability were both $131.8 million. As of March 27, 2022, there were no outstanding borrowings under the Bank of Ireland Revolver Agreement. The Bank of Ireland Revolver Agreement contains representations and warranties, covenants, indemnities and conditions that the Company believes are customary for transactions of this type. Pursuant to the terms of the Bank of Ireland Revolver Agreement, Moy Park is required to meet certain financial and other restrictive covenants. Additionally, Moy Park 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 Bank of Ireland Revolver Agreement. The Bank of Ireland Revolver Agreement contains events of default that the Company believes are customary for transactions of this type. If a default occurs, any outstanding obligations under the Bank of Ireland Revolver Agreement may be accelerated. Pilgrim’s Pride Ltd Bank of Ireland Invoice Discounting Agreement On June 18, 2021, Pilgrim’s Pride Ltd. entered into a secured multicurrency factoring agreement (the “Bank of Ireland Invoice Discounting Facility Agreement”) with the Bank of Ireland (UK) plc. The Bank of Ireland Invoice Discounting Facility Agreement provides for a multicurrency factoring loan commitment of up to £25.0 million. The multicurrency factoring loan commitment under the Bank of Ireland Invoice Discounting Facility Agreement matures on June 17, 2022. Outstanding borrowings under the Bank of Ireland Invoice Discounting Facility Agreement bear interest at a rate per annum equal to the base rate as defined by Bank of Ireland (UK) plc based on the one week EURIBOR or LIBOR plus a margin of 1.5%. As of March 27, 2022, the U.S. dollar-equivalent of the loan commitment was $32.1 million. As of March 27, 2022, there was $9.9 million outstanding borrowings under the Bank of Ireland Invoice Discounting Facility Agreement. The Bank of Ireland Invoice Discounting Facility Agreement contains representations and warranties, covenants, indemnities and conditions that the Company believes are customary for transactions of this type. Pursuant to the terms of the Bank of Ireland Invoice Discounting Facility Agreement, Pilgrim's Pride Ltd. is required to meet certain financial and other restrictive covenants. Additionally, Pilgrim's Pride Ltd. is prohibited from taking certain actions without consent of the lender, including, without limitation, incurring additional indebtedness, entering into certain mergers or other business combination transactions and permitting liens or other encumbrances on its assets, in each case except as expressly permitted under the Bank of Ireland Invoice Discounting Facility Agreement. The Bank of Ireland Invoice Discounting Facility Agreement contains events of default that the Company believes are customary for transactions of this type. If a default occurs, any outstanding obligations under the Bank of Ireland Discounting Facility Agreement may be accelerated. Mexico Credit Facility On December 14, 2018, certain of the Company’s Mexican subsidiaries entered into an unsecured credit agreement (the “Mexico Credit Facility”) with Banco del Bajio, Sociedad Anónima, Institución de Banca Múltiple, as lender. The loan commitment under the Mexico Credit Facility is 1.5 billion Mexican pesos and can be borrowed on a revolving basis. Outstanding borrowings under the Mexico Credit Facility accrue interest at a rate equal to the 28-Day Interbank Equilibrium Interest Rate plus 1.5%. 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 December 14, 2023. As of March 27, 2022, the U.S. dollar-equivalent of the loan commitment and borrowing availability was $74.9 million. As of March 27, 2022, there were no outstanding borrowings under the Mexico Credit Facility. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 27, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS ’ EQUITY Accumulated Other Comprehensive Income The following tables provide information regarding the changes in accumulated other comprehensive income (loss): Three Months Ended March 27, 2022 (a) Gains (Losses) Related to Foreign Currency Translation Losses on Derivative Financial Instruments Classified as Cash Flow Hedges Losses Related to Pension and Other Postretirement Benefits Total (In thousands) Balance, beginning of period $ 27,241 $ (2,365) $ (72,873) $ (47,997) Other comprehensive income before reclassifications (58,202) 523 6,479 (51,200) Amounts reclassified from accumulated other comprehensive income to net income — 115 175 290 Currency translation — 5 — 5 Net current period other comprehensive income (loss) (58,202) 643 6,654 (50,905) Balance, end of period $ (30,961) $ (1,722) $ (66,219) $ (98,902) (a) All amounts are net of tax. Amounts in parentheses represent income (expenses) related to results of operations. Three Months Ended March 28, 2021 (a) Gains Related to Foreign Currency Translation Gains on Derivative Financial Instruments Classified as Cash Flow Hedges Losses Related to Pension and Other Postretirement Benefits Total (In thousands) Balance, beginning of period $ 82,782 $ (1,191) $ (102,211) $ (20,620) Other comprehensive income before reclassifications 33,291 1,463 22,897 57,651 Amounts reclassified from accumulated other comprehensive loss to net income — (200) 436 236 Currency translation — 12 — 12 Net current period other comprehensive income 33,291 1,275 23,333 57,899 Balance, end of period $ 116,073 $ 84 $ (78,878) $ 37,279 (a) All amounts are net of tax. Amounts in parentheses represent income (expenses) related to results of operations. Amount Reclassified from Accumulated Other Comprehensive Income (a) Details about Accumulated Other Comprehensive Income Components Three Months Ended March 27, 2022 Three Months Ended March 28, 2021 Affected Line Item in the Condensed Consolidated Statements of Income (In thousands) Realized gain on settlement of foreign currency derivatives classified as cash flow hedges $ 32 $ 278 Net sales Realized gain (loss) on settlement of foreign currency derivatives classified as cash flow hedges (91) 22 Cost of sales Realized loss on settlement of interest rate swap derivatives classified as cash flow hedges (98) (132) Interest expense, net of capitalized interest Amortization of pension and other postretirement plan actuarial losses (b) (232) (571) Miscellaneous, net Total before tax (389) (403) Tax expense 99 167 Total reclassification for the period $ (290) $ (236) (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 14. 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. Share Repurchase Plan and Treasury Stock On March 8, 2022, the Company’s Board of Directors approved a $200.0 million share repurchase authorization. The Company repurchased shares through open market purchases. As of March 27, 2022, the Company repurchased approximately 1.2 million shares under this plan with a market value of approximately $27.0 million. The Company accounted for the shares repurchased using the cost method. The Company currently plans to maintain these shares as treasury stock. Restrictions on Dividends Both the Fifth U.S. Credit Facility and the indentures governing the Company’s senior notes restrict, but do not prohibit, the Company from declaring dividends. Additionally, Moy Park’s Bank of Ireland Facility Agreement restricts Moy Park’s ability and the ability of certain of Moy Park’s subsidiaries to, among other things, make payments and distributions to the Company. |
PENSION AND OTHER POSTRETIREMEN
PENSION AND OTHER POSTRETIREMENT BENEFITS | 3 Months Ended |
Mar. 27, 2022 | |
Retirement Benefits [Abstract] | |
PENSION AND OTHER POSTRETIREMENT BENEFITS | PENSION AND OTHER POSTRETIREMENT BENEFITSThe 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 (the “Tulip Plan”) and the Geo Adams Group Pension Fund (the “Geo Adams Plan”), 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 $6.4 million and $5.3 million in the three months ended March 27, 2022 and March 28, 2021, respectively. 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 Condensed Consolidated Balance Sheets for the defined benefit plans were as follows: Three Months Ended March 27, 2022 March 28, 2021 Pension Benefits Other Benefits Pension Benefits Other Benefits (In thousands) Change in projected benefit obligation: Projected benefit obligation, beginning of period $ 373,062 $ 1,346 $ 404,194 $ 1,593 Interest cost 1,508 4 1,450 5 Actuarial gain (29,146) (56) (27,980) (53) Benefits paid (4,810) (26) (4,583) (42) Currency translation loss 161 — 3,674 — Projected benefit obligation, end of period $ 340,775 $ 1,268 $ 376,755 $ 1,503 Three Months Ended March 27, 2022 March 28, 2021 Pension Benefits Other Benefits Pension Benefits Other Benefits (In thousands) Change in plan assets: Fair value of plan assets, beginning of period $ 326,409 $ — $ 305,983 $ — Actual return on plan assets (18,246) — 4,291 — Contributions by employer 3,287 26 3,916 42 Benefits paid (4,810) (26) (4,828) (42) Expenses paid from assets (115) — (78) — Currency translation gain 116 — 3,145 — Fair value of plan assets, end of period $ 306,641 $ — $ 312,429 $ — March 27, 2022 December 26, 2021 Pension Benefits Other Benefits Pension Benefits Other Benefits (In thousands) Funded status: Unfunded benefit obligation, end of period $ (34,134) $ (1,268) $ (46,653) $ (1,346) March 27, 2022 December 26, 2021 Pension Benefits Other Benefits Pension Benefits Other Benefits (In thousands) Amounts recognized in the Condensed Consolidated Balance Sheets at end of period Current liability $ (4,053) $ (169) $ (6,063) $ (157) Long-term liability (30,081) (1,099) (40,590) (1,189) Recognized liability $ (34,134) $ (1,268) $ (46,653) $ (1,346) March 27, 2022 December 26, 2021 Pension Benefits Other Benefits Pension Benefits Other Benefits (In thousands) Amounts recognized in accumulated other comprehensive loss at end of period Net actuarial loss $ 49,441 $ 62 $ 58,143 $ 118 The accumulated benefit obligation for the Company’s defined benefit pension plans was $340.8 million and $373.1 million at March 27, 2022 and December 26, 2021, respectively. Each of the Company’s defined benefit pension plans had accumulated benefit obligations that exceeded the fair value of plan assets at both March 27, 2022 and December 26, 2021. As of March 27, 2022, the weighted average duration of the Company’s defined benefit pension obligation is 17.06 years. Net Periodic Benefit Costs Net defined benefit pension and other postretirement costs included the following components: Three Months Ended March 27, 2022 March 28, 2021 Pension Benefits Other Benefits Pension Benefits Other Benefits (In thousands) Interest cost $ 1,508 $ 4 $ 1,450 $ 5 Estimated return on plan assets (2,403) — (2,641) — Expenses paid from assets 115 — 78 — Amortization of net loss 227 — 565 1 Amortization of past service cost 5 — 5 — Net costs (a) $ (548) $ 4 $ (543) $ 6 (a) Net costs are included in the line item Miscellaneous, net on the Condensed Consolidated Statements of Income. Economic Assumptions The weighted average assumptions used in determining pension and other postretirement plan information were as follows: March 27, 2022 December 26, 2021 Pension Benefits Other Benefits Pension Benefits Other Benefits Assumptions used to measure benefit obligation at end of period: Discount rate 2.93 % 3.15 % 2.23 % 2.38 % Three Months Ended March 27, 2022 March 28, 2021 Pension Benefits Other Benefits Pension Benefits Other Benefits Assumptions used to measure net pension and other postretirement cost Discount rate 2.23 % 2.38 % 1.83 % 1.80 % Expected return on plan assets 3.40 % NA 3.53 % 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 March 27, 2022 and December 26, 2021 were based on Prudential Financial, Inc.’s (“Prudential”) Pru Above Mean yield curve, which was designed by Prudential to provide a means for plan sponsors to value the liabilities of their postretirement benefit plans. The Pru Above Mean yield curve represents a series of annual discount rates from bonds with an AA minimum average credit quality rating as rated by Moody’s Investor Service, Standard & Poor’s and Fitch Ratings. The expected benefit payments were discounted by each corresponding discount rate on the yield curve. For payments beyond 30 years, the Company extended the curve assuming the discount rate derived in year 30 is extended to the end of the plan’s payment expectations. Once the present value of the string of benefit payments was established, the Company determined the single rate on the yield curve, that when applied to all obligations of the plan, would exactly match the previously determined present value. The discount rate assumptions used to determine future pension obligations for the U.K. pension plans at March 27, 2022 and December 26, 2021 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 March 27, 2022 and December 26, 2021, the U.S. pension and other postretirement benefit plans used variations of the Pri-2012 mortality table and the MP-2021 mortality improvement scale. As of March 27, 2022 and December 26, 2021, the U.K. pension plans used variations of the AxC00 mortality table in combination with the CMI_2020 Sk=7.5 mortality improvement scale for pre-retirement employees and the S3PMA mortality table in combination with the CMI_2020 Sk=7.5 mortality improvement scale 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 for calculating the liability recognized in the Condensed 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 $ (9,122) $ 9,604 The expected rate of return on plan assets was primarily based on the determination of an expected return and 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: March 27, 2022 December 26, 2021 Cash and cash equivalents 11 % 2 % Pooled separate accounts for the Union Plan (a) : Equity securities 2 % 2 % Fixed income securities 2 % 2 % Pooled separate accounts and common collective trust funds for the GK Pension Plan (a) : Equity securities 19 % 19 % Fixed income securities 13 % 12 % Real estate 2 % 1 % Pooled separate accounts for the Tulip Plan (a) : Equity securities 20 % 32 % Fixed income securities — % 17 % Liability driven investments 19 % — % Real estate 6 % 6 % Pooled separate accounts for the Geo Adams Plan (a) : Equity securities 3 % 5 % Fixed income securities 1 % 2 % Liability driven investments 2 % — % Total assets 100 % 100 % (a) Pooled separate accounts (“PSAs”) and common collective trust funds (“CCTs”) are two of the most common types of alternative vehicles in which benefit plans invest. These investments are pooled funds that look like mutual funds, but they are not registered with the SEC. Often times, they will be invested in mutual funds or other marketable securities, but the unit price generally will be different from the value of the underlying securities because the fund may also hold cash for liquidity purposes, and the fees imposed by the fund are deducted from the fund value rather than charged separately to investors. Some PSAs and CCTs have no restrictions as to their investment strategy and can invest in riskier investments, such as derivatives, hedge funds, private equity funds, or similar investments. Absent regulatory or statutory limitations, the target asset allocation for the investment of pension assets in the PSAs for the Union Plan is 50% in each of fixed income securities and equity securities; the target asset allocation for the investment of pension assets in the PSAs and/or CCTs for the GK Pension Plan is 35% in fixed income securities, 60% in equity securities and 5% in real estate; investment of pension assets in the PSAs for the Tulip Plan is 21% in global equities, 15% in diversified alternatives, 10% in real estate, 28% in equity-linked liability driven investments, 11% in liability driven investments and 15% in cash; and investment of pension assets in the PSAs for the Geo Adams Plan is 37% in global equities, 15% in corporate bonds, 20% in equity-linked liability driven investments, 18% in liability driven investments and 10% in cash. 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. The fair value measurements of plan assets fell into the following levels of the fair value hierarchy as of March 27, 2022 and December 26, 2021: March 27, 2022 December 26, 2021 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 $ 35,288 $ — $ — $ 35,288 $ 6,166 $ — $ — $ 6,166 PSAs for the Union Plan: Large U.S. equity funds (d) — 2,385 — 2,385 — 2,595 — 2,595 Small/Mid U.S. equity funds (e) — 1,254 — 1,254 — 1,338 — 1,338 International equity funds (f) — 1,800 — 1,800 — 1,954 — 1,954 Fixed income funds (g) — 4,878 — 4,878 — 5,186 — 5,186 PSAs and CCTs for the GK Pension Plan: Large U.S. equity funds (d) — 29,346 — 29,346 — 31,960 — 31,960 Small/Mid U.S. equity funds (e) — 15,226 — 15,226 — 16,232 — 16,232 International equity funds (f) — 14,711 — 14,711 — 15,710 — 15,710 Fixed income funds (g) — 38,586 — 38,586 — 40,470 — 40,470 Real estate (h) — 5,759 — 5,759 — 5,405 — 5,405 PSAs for the Tulip Plan: Large U.S. equity funds (d) — 34,788 — 34,788 — 45,373 — 45,373 International equity funds (f) — 27,059 — 27,059 — 60,188 — 60,188 Fixed income funds (g) — 1,058 — 1,058 — 55,107 — 55,107 Liability driven investments (h) — 58,886 — 58,886 — — — — Real estate (i) — 19,121 — 19,121 — 18,601 — 18,601 PSAs for the Geo Adams Plan: Large U.S. equity funds (d) — — — — — 2,621 — 2,621 International equity funds (f) — 8,606 — 8,606 — 11,696 — 11,696 Fixed income funds (g) — 2,901 — 2,901 — 5,807 — 5,807 Liability driven investments (h) — 4,989 — 4,989 — — — — Total assets $ 35,288 $ 271,353 $ — $ 306,641 $ 6,166 $ 320,243 $ — $ 326,409 (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 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. (i) 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. Benefit Payments The following table reflects the benefits as of March 27, 2022 expected to be paid through 2031 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. Pension Benefits Other Benefits (In thousands) 2022 $ 23,353 $ 131 2023 17,491 150 2024 17,436 143 2025 17,180 135 2026 17,070 126 2027-2031 83,247 485 Total $ 175,777 $ 1,170 As required by funding regulations or laws, the Company anticipates contributing $4.2 million and $0.2 million to its pension plans and other postretirement plans, respectively, during the remainder of 2022. Unrecognized Benefit Amounts in Accumulated Other Comprehensive Income The amounts in accumulated other comprehensive income that were not recognized as components of net periodic benefits cost and the changes in those amounts are as follows: Three Months Ended March 27, 2022 March 28, 2021 Pension Benefits Other Benefits Pension Benefits Other Benefits (In thousands) Net actuarial loss, beginning of period $ 58,143 $ 118 $ 95,522 $ 174 Amortization (232) — (570) (1) Actuarial gain (29,146) (56) (27,980) (53) Asset loss (gain) 20,649 — (1,505) — Currency translation loss 27 — 364 — Net actuarial loss, end of period $ 49,441 $ 62 $ 65,831 $ 120 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. Defined Contribution Plans |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 3 Months Ended |
Mar. 27, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | FAIR VALUE MEASUREMENT 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; 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. As of March 27, 2022 and December 26, 2021, the Company held derivative assets and liabilities that were required to be measured at fair value on a recurring basis. 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 and interest rate swap instruments. The following items were measured at fair value on a recurring basis: March 27, 2022 December 26, 2021 Level 1 Level 2 Total Level 1 Level 2 Total (In thousands) Assets: Commodity derivative assets $ 37,563 $ — $ 37,563 $ 17,567 $ — $ 17,567 Foreign currency derivative assets 768 — 768 518 — 518 Liabilities: Commodity derivative liabilities (22,860) — (22,860) (14,119) — (14,119) Foreign currency derivative liabilities (12,197) (12,197) (4,958) — (4,958) Interest rate swap derivative liabilities — — — — (98) (98) Sales contract derivative liabilities — (21,357) (21,357) — (12,691) (12,691) See “Note 4. Derivative Financial Instruments” for additional information. The valuation of financial assets and liabilities classified in Level 1 is determined using a market approach, taking into account current interest rates, creditworthiness, and liquidity risks in relation to current market conditions, and is based upon unadjusted quoted prices for identical assets in active markets. The valuation of financial assets and liabilities in Level 2 is determined using a market approach based upon quoted prices for similar assets and liabilities in active markets or other inputs that are observable for substantially the full term of the financial instrument. The valuation of financial assets in Level 3 is determined using an income approach based on unobservable inputs such as discounted cash flow models or valuations. For each class of assets and liabilities not measured at fair value in the Condensed Consolidated Balance Sheets but for which fair value is disclosed, the Company is not required to provide the quantitative disclosure about significant unobservable inputs used in fair value measurements categorized within Level 3 of the fair value hierarchy. In addition to the fair value disclosure requirements related to financial instruments carried at fair value, accounting standards require interim disclosures regarding the fair value of all of the Company’s financial instruments. The methods and significant assumptions used to estimate the fair value of financial instruments and any changes in methods or significant assumptions from prior periods are also required to be disclosed. The carrying amounts and estimated fair values of our fixed-rate debt obligation recorded in the Condensed Consolidated Balance Sheets consisted of the following: March 27, 2022 December 26, 2021 Carrying Amount Fair Carrying Amount Fair (In thousands) Fixed-rate senior notes payable at 3.50%, at Level 2 inputs $ (900,000) $ (782,721) $ (900,000) $ (915,120) Fixed-rate senior notes payable at 4.25%, at Level 2 inputs (990,941) (913,380) (990,691) (1,055,140) Fixed-rate senior notes payable at 5.875%, at Level 2 inputs (846,045) (853,562) (845,866) (900,193) Secured loans, at Level 3 inputs — — (3) (3) See “Note 12. Debt” for additional information. The carrying amounts of our cash and cash equivalents, derivative trading accounts’ margin cash, restricted cash and cash equivalents, accounts receivable, accounts payable and certain other liabilities approximate their fair values due to their relatively short maturities. Derivative assets were recorded at fair value based on quoted market prices and are included in the line item Prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets. Derivative liabilities were recorded at fair value based on quoted market prices and are included in the line item Accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets. The fair value of the Company’s Level 2 fixed-rate debt obligations was based on the quoted market price at March 27, 2022 or December 26, 2021, as applicable. The fair value of the Company’s Level 3 fixed-rate debt obligation was based on discounted cash flows using weighted average cost of debt of 0.5% as of December 26, 2021. 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. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 27, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Pilgrim’s has been and, in some cases, continues to be a party to certain transactions with affiliated companies. Three Months Ended March 27, 2022 March 28, 2021 (In thousands) Sales to related parties: JBS USA Food Company (a) $ 4,611 $ 3,065 Combo, Mercado de Congelados 683 451 JBS Australia Pty. Ltd. 532 883 JBS Chile Ltda. 52 88 Total sales to related parties $ 5,878 $ 4,487 Three Months Ended March 27, 2022 March 28, 2021 (In thousands) Cost of goods purchased from related parties: JBS USA Food Company (a) $ 61,903 $ 56,249 Penasul UK LTD 3,540 2,318 JBS Asia Co Limited 2,124 5 Seara Meats B.V. 1,468 1,701 JBS Food Trading (Shanghai) Limited 47 — Vivera B.V. 15 — JBS Global (U.K.) Ltd. — 369 Total cost of goods purchased from related parties $ 69,097 $ 60,642 Three Months Ended March 27, 2022 March 28, 2021 (In thousands) Expenditures paid by related parties: JBS USA Food Company (b) $ 24,178 $ 23,745 Seara Food Europe Holdings — 10 Total expenditures paid by related parties $ 24,178 $ 23,755 Three Months Ended March 27, 2022 March 28, 2021 (In thousands) Expenditures paid on behalf of related parties: JBS USA Food Company (b) $ 32,525 $ 16,374 March 27, 2022 December 26, 2021 (In thousands) Accounts receivable from related parties: JBS USA Food Company (a) $ 778 $ 1,059 JBS Australia Pty. Ltd. 245 200 JBS Chile Ltda. 53 2 Combo, Mercado de Congelados 3 84 Total accounts receivable from related parties $ 1,079 $ 1,345 March 27, 2022 December 26, 2021 (In thousands) Accounts payable to related parties: JBS USA Food Company (a) $ 3,249 $ 21,628 Penasul UK LTD 2,244 147 JBS Asia Co Limited 2,087 — Seara Meats B.V. 464 534 JBS Chile Ltda. — 8 Total accounts payable to related parties $ 8,044 $ 22,317 (a) The Company routinely executes transactions to both purchase products from JBS USA Food Company (“JBS USA”) and sell products to them. As of March 27, 2022, approximately $1.8 million of goods purchased from JBS USA were in transit and not reflected on our Condensed Consolidated Balance Sheet. (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 its combined 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 expired on December 31, 2021. |
REPORTABLE SEGMENTS
REPORTABLE SEGMENTS | 3 Months Ended |
Mar. 27, 2022 | |
Segment Reporting [Abstract] | |
REPORTABLE SEGMENTS | REPORTABLE SEGMENTS The Company operates in three reportable segments: U.S., U.K. and Europe, and Mexico. The Company measures segment profit as operating income. Corporate expenses are allocated to the Mexico and U.K. and Europe reportable segments based upon various apportionment methods for specific expenditures incurred related thereto with the remaining amounts allocated to the U.S. reportable segment. We conduct separate operations in the continental U.S. and in Puerto Rico. For segment reporting purposes, the Puerto Rico operations are included in the U.S. reportable segment. The chicken products processed by the U.S. reportable segment are sold to foodservice, retail and frozen entrée customers. The segment’s primary distribution is through retailers, foodservice distributors and restaurants. The U.K. and Europe reportable segment processes primarily fresh chicken, pork products, specialty meats, ready meals and other prepared foods that are sold to foodservice, retail and direct to consumer customers. The segment’s primary distribution is through retailers, foodservice distributors and restaurants. The chicken products processed by the Mexico reportable segment are sold to foodservice, retail and frozen entrée customers. The segment’s primary distribution is through retailers, foodservice distributors and restaurants. Additional information regarding reportable segments is as follows: Three Months Ended March 26, 2022 (a) March 28, 2021 (b) (In thousands) Net sales U.S. $ 2,581,208 $ 1,999,559 U.K. and Europe 1,191,982 854,734 Mexico 467,205 419,132 Total $ 4,240,395 $ 3,273,425 (a) For the three months ended March 27, 2022, the U.S. reportable segment had intercompany sales to the Mexico reportable segment of $43.4 million. These sales consisted of fresh products, prepared products and grain. (b) For the three months ended March 28, 2021, the U.S. reportable segment had intercompany sales to the Mexico reportable segment of $68.1 million. These sales consisted of fresh products and grain. Three Months Ended March 27, 2022 March 28, 2021 (In thousands) Reportable segment profit (loss): U.S. $ 355,075 $ 68,125 U.K. and Europe (21,640) 10,495 Mexico 68,564 79,830 Eliminations 14 14 Total operating income 402,013 158,464 Interest expense, net of capitalized interest 36,296 30,334 Interest income (1,274) (2,366) Foreign currency transaction losses 11,536 2,514 Miscellaneous, net (324) (7,844) Income before income taxes 355,779 135,826 Income tax expense 75,219 35,358 Net income $ 280,560 $ 100,468 March 27, 2022 December 26, 2021 (In thousands) Total assets by reportable segment: U.S. $ 6,761,031 $ 6,390,845 U.K. and Europe 4,237,911 4,292,558 Mexico 1,235,773 1,146,204 Eliminations (2,916,848) (2,916,402) Total assets $ 9,317,867 $ 8,913,205 March 27, 2022 December 26, 2021 (In thousands) Long-lived assets by reportable segment (a) : U.S. $ 1,860,198 $ 1,862,584 U.K. and Europe 1,090,049 1,125,197 Mexico 282,587 284,980 Eliminations (3,716) (3,729) Total long-lived assets $ 3,229,118 $ 3,269,032 (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. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 27, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 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. 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. Tax Claims and Proceedings During 2014 and 2015 the Mexican Tax Authorities opened a review of Avícola Pilgrim’s Pride de Mexico, S.A. de C.V. (“PPC Mexico”) in regards to tax years 2009 and 2010, respectively. In both instances, the Mexican Tax Authorities claim that controlled company status did not exist for certain subsidiaries because PPC Mexico did not own 50% of the shares in voting rights of Incubadora Hidalgo, S. de R.L de C.V. and Comercializadora de Carnes de México S. de R.L de C.V. (both in 2009) and Pilgrim’s Pride, S. de R.L. de C.V. (in 2010). As a result, according to the tax authorities, PPC Mexico should have considered dividends paid out of these subsidiaries partially taxable since a portion of the dividend amount was not paid from the net tax profit account ( CUFIN ). PPC Mexico is currently appealing. Amounts under appeal are $30.4 million and $18.4 million for tax years 2009 and 2010, respectively. No loss has been recorded for these amounts at this time. In re Broiler Chicken Antitrust Litigation Between September 2, 2016 and October 13, 2016, a series of purported federal class action lawsuits styled as In re Broiler Chicken Antitrust Litigation, Case No. 1:16-cv-08637 were filed with the U.S. 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 (the “Broilers Litigation”). The complaints seek, among other relief, treble damages for an alleged conspiracy among defendants to reduce output and increase prices of broiler chickens from the period of January 2008 to the present. The putative class plaintiffs have filed three consolidated amended complaints: one on behalf of direct purchasers (the “DPPs”) and two on behalf of distinct groups of indirect purchasers. Between December 8, 2017 and September 1, 2021, 82 individual direct action complaints were filed with the Illinois Court by individual direct purchaser entities (“DAPs”) naming PPC as a defendant, the allegations of which largely mirror those in the class action complaints. Subsequent amendments to certain complaints added allegations of price fixing and bid rigging on certain sales. On June 17, 2021, the Illinois Court issued a revised scheduling order through trial, under which merits fact discovery for defendants and most plaintiffs closed on July 31, 2021, with additional discovery of subsequent DAPs proceeding in six month increments following consolidation of each DAP complaint. On February 8, 2022, the Illinois court issued a revised scheduling order for certain plaintiffs who limited their claims to reduction of output, which sets the first trial date in fall 2023. The schedule for the rest of the plaintiffs is still awaiting an order from the Illinois Court. On January 11, 2021, PPC announced that it had entered into an agreement to settle all claims made by the DPPs. The Illinois Court granted final approval of the settlement on June 29, 2021. As a result of this agreement, PPC recognized an expense of $75.0 million within Selling, general and administrative expense in the Condensed Consolidated Statement of Income for the year ended December 27, 2020. Pursuant to this agreement, PPC paid the DPPs this amount during the three months ended March 28, 2021. On July 28, 2021, PPC and the putative End-User Consumer Indirect Purchaser Plaintiff Class (“EUCPs”) reached an agreement to settle all claims. The Illinois Court granted final approval of the settlement on December 20, 2021. In addition, on August 3, 2021, PPC and the putative Commercial and Institutional Indirect Purchaser Plaintiff Class (“CIIPPs”) reached an agreement to settle all claims. The Illinois Court granted final approval of the settlement on April 18, 2022. Under the terms of these settlements, PPC paid the EUCPs an amount of $75.5 million and has agreed to pay the CIIPPs an amount of $45.0 million to release all outstanding claims brought by such classes. As a result of these agreements, PPC recognized this expense within Selling, general and administrative expense in the Condensed Consolidated Statement of Income for the three months ended September 26, 2021. The settlements with the DPPs, EUCPs and CIIPPs do not cover the claims of the DAPs or other parties who have or will opt out of such settlements (collectively, the “Opt Outs”). PPC will therefore continue to litigate against such Opt Outs and will seek reasonable settlements where they are available. To date, PPC has recognized an expense of $489.8 million to cover both negotiated and potential settlements with various Opt Outs. PPC recognizes these expenses within Selling, general and administrative expense in the Consolidated Statements of Income. On February 21, 2017, the Attorney General of Florida (“Florida AG”), issued a civil investigative demand (“CID”) regarding the broiler chicken market. The CID requests, 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 Florida AG in producing documents pursuant to the CID. On August 6, 2020, the Attorney General of Washington (“Washington AG”), issued a CID regarding similar broiler chicken matters that are the subject of the Florida CID. PPC cooperated with the Washington AG in producing documents pursuant to the CID. On October 28, 2021, the Washington AG filed a complaint in the King County Superior County for the State of Washington. The complaint alleges the same claims as those made in the Broilers Litigation under Washington state law. PPC filed its answer to the complaint on January 21, 2022. On September 1, 2020, the Attorney General of New Mexico filed a complaint in the First Judicial District Court in the County of Santa Fe, New Mexico. The complaint alleges the same claims as those made in the Broilers Litigation under New Mexico state law. PPC answered the complaint on February 1, 2021. On February 22, 2021, the Attorney General of Alaska filed a complaint in Superior Court in the Third Judicial District in Anchorage, Alaska. The complaint alleges the same claims as those made in the Broilers Litigation under Alaska state law. PPC answered the complaint on June 14, 2021. On each of February 24, 2021 and May 4, 2021, the Attorney General of Louisiana (“Louisiana AG”) issued a CID regarding similar broiler chicken matters that are the subject of Florida CID. PPC is cooperating with the Louisiana AG in producing documents pursuant to the CID. Other Claims and Proceedings On October 20, 2016, Patrick Hogan, acting on behalf of himself and a putative class of persons who purchased shares of PPC’s stock between February 21, 2014 and October 6, 2016, filed a class action complaint in the U.S. District Court for the District of Colorado (“Colorado Court”) against PPC and its named executive officers (the “Hogan Litigation”). The complaint alleges, among other things, that PPC’s SEC filings contained statements that were rendered materially false and misleading by PPC’s failure to disclose that (1) PPC colluded with several of its industry peers to fix prices in the broiler-chicken market as alleged in the Broilers Litigation, (2) its conduct constituted a violation of federal antitrust laws and (3) PPC’s revenues during the class period were the result of illegal conduct. The complaint seeks compensatory damages as well as attorneys’ fees and costs. On April 4, 2017, the Colorado Court appointed another stockholder, George James Fuller, as lead plaintiff. On May 11, 2017, the plaintiff filed an amended complaint, which extended the end date of the putative class period to November 17, 2016. PPC and the other defendants moved to dismiss the amended complaint on June 12, 2017, and on March 14, 2018, the Colorado Court dismissed the plaintiff’s complaint without prejudice and issued final judgment in favor of PPC and the other defendants. On April 11, 2018, the plaintiff moved for reconsideration of the Colorado Court’s decision and for permission to file a second amended complaint. On November 19, 2018, the Colorado Court denied the plaintiff’s motion for reconsideration but granted the plaintiff leave to file a second amended complaint. On June 8, 2020, the plaintiff filed a second amended complaint against the same defendants, based in part on the Indictment (defined below). On July 31, 2020, defendants filed a motion to dismiss the second amended complaint. The Colorado Court granted the motion to dismiss on April 19, 2021 and issued judgment in favor of defendants. On May 17, 2021, the plaintiff filed a motion for amended judgment, which the Colorado Court denied on November 29, 2021. The plaintiff then filed a notice of appeal on December 28, 2021, and the appeal has been opened in the Tenth Circuit, which PPC will oppose in due course. The appeal is now fully briefed and awaiting a decision from the Tenth Circuit. On January 27, 2017, a purported class action on behalf of broiler chicken farmers was brought against PPC and four other producers in the U.S. District Court for the Eastern District of Oklahoma (the “Oklahoma Court”) alleging, among other things, a conspiracy to reduce competition for grower services and depress the price paid to growers. Plaintiffs allege violations of the Sherman Antitrust Act and the Packers and Stockyards Act and seek, among other relief, treble damages. The complaint was consolidated with a subsequently filed consolidated amended class action complaint styled as In re Broiler Chicken Grower Litigation , Case No. CIV-17-033-RJS. The defendants (including PPC) jointly moved to dismiss the consolidated amended complaint on September 9, 2017. The Oklahoma Court granted only certain other defendants’ motions challenging jurisdiction. On January 6, 2020, the Oklahoma Court denied the motion to dismiss, and lifted the stay on discovery. On October 6, 2020, the plaintiffs filed a motion with the U.S. Judicial Panel on Multidistrict Litigation (“JPML”) seeking consolidation of a series of copycat complaints filed in September and October 2020 in the U.S. District Courts for the District of Colorado, the District of Kansas, and the Northern District of California. On December 15, 2020, the JPML ordered the transfer of all cases to the Oklahoma Court for consolidated or coordinated pretrial proceedings. On November 8, 2021, the Oklahoma Court entered a revised case management order in the multi-district litigation setting a deadline of August 1, 2022 for the close of fact discovery. That order also set a deadline of March 17, 2023 for the filing of class certification motions, with deadlines of April 28, 2023 for opposition briefing and June 9, 2023 for reply briefing. Under the order, motions for summary judgment are to be filed on July 31, 2023, with oppositions and replies due September 22, 2023, and October 13, 2023, respectively. PPC has recognized an estimate of probable loss as expense that is subject to change. PPC recognized this expense within S elling, general and administrative expense in the Consolidated Statement of Income for the year ended December 26, 2021. On March 9, 2017, a stockholder derivative action, DiSalvio v. Lovette , et al. , No. 2017 cv. 30207, was brought against all of PPC’s directors and its then-Chief Executive Officer, William Lovette, and then-Chief Financial Officer, Fabio Sandri, in the Nineteenth Judicial District Court for the County of Weld in Colorado (the “Weld County Court”). The complaint alleges, among other things, that the named defendants breached their fiduciary duties by failing to prevent PPC and its officers from engaging in an antitrust conspiracy as alleged in the Broilers Litigation, and issuing false and misleading statements as alleged in the Hogan Litigation. On April 17, 2017, a related stockholder derivative action, Brima v. Lovette , et al. , No. 2017 cv. 30308, was brought against all of PPC’s directors and Messrs. Lovette and Sandri in the Weld County Court. The Brima complaint contains largely the same allegations as the DiSalvio complaint. The DiSalvio and Brima litigations (collectively, “the Derivative Litigation”) were consolidated on May 4, 2017. On October 14, 2020, an amended shareholder derivative complaint was filed that added former PPC executives Jayson Penn, Roger Austin, and Jimmie Little as named defendants and alleges, among other things, that the defendants breached their fiduciary duties by (1) failing to prevent PPC from engaging in an antitrust conspiracy as alleged in the Broiler litigation, the Indictment (as defined below), and other related proceedings; and (2) failing to prevent the issuance of false and misleading statements as alleged in the Hogan Litigation and the UFCW Litigation (as defined below). The Derivative Litigation was stayed, pending the resolution of the motion to dismiss in the Hogan Litigation described above. Following the Colorado Court granting defendants’ motion to dismiss in the Hogan litigation, the stay was lifted. The parties then filed a joint motion to continue the stay pending the Colorado Court’s decision on the motion for amended judgment, which the Weld County Court granted on June 22, 2021. Upon the Colorado Court’s denial of plaintiff’s motion for amended judgment in the Hogan Litigation, the stay was again lifted. On February 4, 2022, the Weld County Court ordered another stay until the earlier of (1) resolution of the appeal in the Hogan Litigation or (2) an order ruling on the motion to dismiss in the UFCW Litigation. Given the ruling in the UFCW Litigation, the Derivative Litigation stay has been lifted and PPC plans to file a motion to dismiss in due course. Between August 30, 2019 and October 16, 2019, four 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. The plaintiffs seek to represent a nationwide class of processing plant production and maintenance workers (“Plant Workers”). They allege that the defendants conspired to fix and depress the compensation paid to Plant Workers in violation of the Sherman Act and seek damages from January 1, 2009 to the present. On November 12, 2019, the Maryland Court ordered the consolidation of the four cases for pretrial purposes. The defendants (including PPC) jointly moved to dismiss the consolidated complaint on November 22, 2019. Shortly thereafter, the plaintiffs amended their complaint on December 20, 2019. The consolidated amended complaint asserts largely similar allegations to the pleadings in the consolidated complaint, but it was extended to include more class members and turkey processors as well as chicken processors. The defendants filed motions to dismiss the consolidated amended complaint on March 2, 2020. The Maryland Court dismissed PPC and a number of other defendants on September 16, 2020 without prejudice. The plaintiffs subsequently filed amended complaints on November 2, 2020 re-naming PPC and the other dismissed defendants. Defendants moved to dismiss on December 18, 2020, which the Maryland Court denied on March 10, 2021. On June 14, 2021, PPC entered into a binding Settlement Agreement to settle all claims with the putative class of Plant Workers for $29.0 million and paid the plaintiffs this amount during the third quarter of 2021. PPC recognized this expense within Selling, general and administrative expense in the Consolidated Statement of Income for the year ended December 26, 2021. On December 17, 2021, the plaintiffs filed a motion for leave to amend their complaint, which the Maryland Court granted on March 21, 2022. The PPC Settlement Agreement is still subject to final approval by the Maryland Court. On July 6, 2020, United Food and Commercial Workers International Union Local 464A (“UFCW”), acting on behalf of itself and a putative class of persons who purchased shares of PPC stock between February 9, 2017 and June 3, 2020, filed a class action complaint in the Colorado Court against PPC, and Messrs. Lovette, Penn, and Sandri (the “UFCW Litigation”). The complaint alleges, among other things, that PPC’s public statements regarding its business and the drivers behind its financial results were false and misleading due to the defendants’ purported failure to disclose its participation in an antitrust conspiracy as alleged in the Broiler Litigation and the Indictment (defined below). On September 4, 2020, UFCW and the New Mexico State Investment Council (“NMSIC”) filed competing motions to be appointed lead plaintiff under the Private Litigation Securities Reform Act, and on March 17, 2021, the court appointed NMSIC as lead plaintiff. On May 26, 2021, NMSIC filed an amended complaint, and PPC and the other defendants moved to dismiss the amended complaint on July 19, 2021, which is now fully briefed. On March 8, 2022, the Colorado Court granted the motion to dismiss with prejudice as to all claims. The plaintiffs filed a motion to amend the judgment on April 5, 2022, which is expected to be fully briefed by May 10, 2022. PPC cannot predict the outcome of these pending litigations nor when they will be resolved. The consequences of the pending litigation matters are inherently uncertain, and adverse actions, judgments or settlements in some or all of these matters may result in materially adverse monetary damages, fines, penalties or injunctive relief against PPC. Any claims or litigation, even if fully indemnified or insured, could damage PPC’s reputation and make it more difficult to compete effectively or to obtain adequate insurance in the future. DOJ Antitrust Matter On July 1, 2019, the U.S. Department of Justice (the “DOJ”) issued a subpoena to PPC in connection with its investigation arising from the Broilers Litigation. The Company has been cooperating with the DOJ investigation. On June 3, 2020, PPC learned of an indictment by a Grand Jury in the Colorado Court against Jayson Penn, the chief executive officer and president of PPC at that time, in addition to two former employees of PPC and a former employee of a different company (the “Indictment”). The Indictment alleges that the defendants entered into and engaged in a conspiracy to suppress and eliminate competition by rigging bids and fixing prices and other price-related terms for broiler chicken products sold in the U.S., in violation of Section 1 of the Sherman Antitrust Act. On June 4, 2020, PPC learned that Mr. Penn pleaded not guilty to the charges. Effective June 15, 2020, Mr. Penn began a paid leave of absence from PPC. In connection with Mr. Penn’s leave of absence, PPC’s Board of Directors appointed the Chief Financial Officer of PPC, Mr. Sandri, to serve in the additional role of PPC’s interim President and Chief Executive Officer. On September 22, 2020, PPC disclosed that Mr. Penn was no longer with the Company. On the same day, PPC’s Board of Directors appointed Mr. Sandri as PPC’s President and Chief Executive Officer in addition to his role as Chief Financial Officer. On February 10, 2021, PPC appointed Matthew Galvanoni to succeed Mr. Sandri as its Chief Financial Officer, effective March 15, 2021. On October 6, 2020, PPC learned of a superseding indictment by a Grand Jury in the Colorado Court against former Chief Executive Officer of PPC, William Lovette, one additional former employee of PPC, and four employees of different companies (the “Superseding Indictment” and together with the Indictment, the “First Indictment”). The Superseding Indictment alleges similar claims to the Indictment. On October 13, 2020, the Company announced that it had entered into a plea agreement (the “Plea Agreement”) with the DOJ pursuant to which the Company agreed to (1) plead guilty to one count of conspiracy in restraint of competition involving sales of broiler chicken products in the U.S. in violation of Section 1 of the Sherman Antitrust Act, and (2) pay a fine of $110.5 million. The Company recognized the fine as an expense which was included in Selling, general and administrative expense in the Consolidated Statement of Income for the year ended December 27, 2020. Under the Plea Agreement, the DOJ agreed not to bring further charges against the Company for any antitrust violation involving the sale of broiler chicken products in the U.S. occurring prior to the date of the Plea Agreement. On February 23, 2021, the Colorado Court approved the Plea Agreement and assessed an amended fine of $107.9 million. The Company continues to cooperate with the DOJ in connection with the ongoing federal antitrust investigation into alleged price fixing and other anticompetitive conduct in the broiler chicken industry. On July 29, 2021, PPC learned of an additional indictment by a Grand Jury in the Colorado Court against four former employees of PPC (the “Second Indictment”), which alleged similar claims to the First Indictment. A trial pursuant to the First Indictment commenced on October 25, 2021 and ended on December 16, 2021. The jury did not return a verdict and the Court declared a mistrial. A retrial of the case began on February 22, 2022 and ended on March 24, 2022. The jury again did not reach a verdict and the Court declared another mistrial. The DOJ has indicated that they will retry the case for a third time against only Messrs. Penn and Lovette, two additional former employees of PPC, and a former employee of a different company, which is tentatively scheduled to commence on June 6, 2022 but is subject to change. A trial pursuant to the Second Indictment is currently scheduled to begin on October 31, 2022. On February 9, 2022, the Company learned that the DOJ has opened a civil investigation into human resources antitrust matters. The Company has begun, and will continue, to cooperate with the DOJ in its investigation. The U.S. government’s recent focus and attention on market dynamics in the meat processing industry could expose PPC to additional costs and risks. |
BUSINESS AND SUMMARY OF SIGNI_2
BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 27, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Condensed Consolidated Financial Statements | Condensed Consolidated Financial Statements The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal and recurring adjustments unless otherwise disclosed) considered necessary for a fair presentation have been included. Operating results for the three months ended March 27, 2022 are not necessarily indicative of the results that may be expected for the year ending December 25, 2022. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 26, 2021. 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 (for example, 2022) in the notes to these Condensed Consolidated Financial Statements applies to our fiscal year and not the calendar year. The three months ended March 27, 2022 represents the period from December 27, 2021 through March 27, 2022. The three months ended March 28, 2021 represents the period from December 28, 2020 through March 28, 2021. The Condensed Consolidated Financial Statements include the accounts of the Company and its majority-owned subsidiaries. We eliminate all significant affiliate accounts and transactions upon consolidation. The Condensed Consolidated Financial Statements have been prepared in conformity with 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, valuation of deferred tax assets, insurance accruals, valuation of pension and other postretirement benefits obligations, income tax accruals, certain derivative positions, certain litigation reserves and valuations of acquired businesses. |
Foreign Currency Transactions and Translations | The functional currency of the Company’s U.S. and Mexico operations and certain holding-company subsidiaries in Luxembourg, the U.K., Malta and the Republic of Ireland is the U.S. dollar. The functional currency of 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. For foreign currency-denominated entities other than the Company’s Mexico operations, translation from local currencies into U.S. dollars is performed for most assets and liabilities using the exchange rates in effect as of the balance sheet date. Income and expense accounts are remeasured using average exchange rates for the period. Adjustments resulting from translation of these financial records are reflected as a separate component of Accumulated other comprehensive income (loss) in the Condensed Consolidated Balance Sheets. For the Company’s Mexico operations, remeasurement from the Mexican peso to U.S. dollars is performed for monetary assets and liabilities using the exchange rate in effect as of the balance sheet date. Remeasurement is performed for non-monetary assets using the historical exchange rate in effect on the date of each asset’s acquisition. Income and expense accounts are remeasured using average exchange rates for the period. Net adjustments resulting from remeasurement of these financial records, as well as foreign currency transaction gains and losses, are reflected in Foreign currency transaction losses (gains) |
Restricted Cash | 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Adopted as of March 27, 2022 In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance , which requires annual disclosures for transactions with a government authority that are accounted for by a grant or contribution model. The guidance requires disclosure about the nature of certain government assistance received, the accounting treatment for the transactions, and the effect of the transactions on the financial statements. The guidance is effective for annual periods beginning after December 15, 2021, with early adoption permitted. The adoption of this guidance did not have a material impact on our Condensed Consolidated Financial Statements. Recent Accounting Pronouncements Not Yet Adopted as of March 27, 2022 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 will be effective beginning March 12, 2020, extending through December 31, 2022 with the option to apply the guidance at any point during that time period. 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. We currently have hedging transactions and debt agreements that reference LIBOR and will apply the new guidance as these contracts are modified to reference other rates. |
Revenue | The vast majority of the Company’s revenue is derived from contracts which are based upon a customer ordering our products. While there may be master agreements, the contract is only established when the customer’s order is accepted by the Company. The Company accounts for a contract, which may be verbal or written, when it is approved and committed by both parties, the rights of the parties are identified along with payment terms, the contract has commercial substance and collectability is probable. The Company evaluates the transaction for distinct performance obligations, which are the sale of its products to customers. Since its products are commodity market-priced, the sales price is representative of the observable, standalone selling price. Each performance obligation is recognized based upon a pattern of recognition that reflects the transfer of control to the customer at a point in time, which is upon destination (customer location or port of destination), which faithfully depicts the transfer of control and recognition of revenue. There are instances of customer pick-up at the Company’s facility, in which case control transfers to the customer at that point and the Company recognizes revenue. The Company’s performance obligations are typically fulfilled within days to weeks of the acceptance of the order. The Company makes judgments regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from revenue and cash flows with customers. Determination of a contract requires evaluation and judgment along with the estimation of the total contract value and if any of the contract value is constrained. Due to the nature of our business, there is minimal variable consideration, as the contract is established at the acceptance of the order from the customer. When applicable, variable consideration is estimated at contract inception and updated on a regular basis until the contract is completed. Allocating the transaction price to a specific performance obligation based upon the relative standalone selling prices includes estimating the standalone selling prices including discounts and variable consideration. Contract Costs The Company can incur incremental costs to obtain or fulfill a contract such as broker expenses that are not expected to be recovered. The amortization period for such expenses is less than one year; therefore, the costs are expensed as incurred. Taxes The Company excludes all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the entity from a customer (for example, sales, use, value added and some excise taxes) from the transaction price. Contract Balances The Company receives payment from customers based on terms established with the customer. Payments are typically due within two weeks 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. |
Accounts Receivable | Accounts Receivable |
BUSINESS AND SUMMARY OF SIGNI_3
BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 27, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table reconciles cash, cash equivalents and restricted cash as reported in the Condensed Consolidated Balance Sheets to the total of the same amounts shown in the Condensed Consolidated Statements of Cash Flows: March 27, 2022 December 26, 2021 (In thousands) Cash and cash equivalents $ 725,540 $ 427,661 Restricted cash 30,258 22,460 Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows $ 755,798 $ 450,121 |
Schedule of Restricted Cash and Cash Equivalents | The following table reconciles cash, cash equivalents and restricted cash as reported in the Condensed Consolidated Balance Sheets to the total of the same amounts shown in the Condensed Consolidated Statements of Cash Flows: March 27, 2022 December 26, 2021 (In thousands) Cash and cash equivalents $ 725,540 $ 427,661 Restricted cash 30,258 22,460 Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows $ 755,798 $ 450,121 |
BUSINESS ACQUISITION (Tables)
BUSINESS ACQUISITION (Tables) | 3 Months Ended |
Mar. 27, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Fair Values for Assets Acquired and Liabilities Assumed | The preliminary fair values recorded for the assets acquired and liabilities assumed for the acquisition are as follows (in thousands): Preliminary Cash and cash equivalents $ 113 Trade accounts and other receivables 7,387 Inventories 60,341 Prepaid expenses and other current assets 1,727 Operating lease assets 14,648 Property, plant and equipment 247,133 Identifiable intangible assets 415,157 Other assets 335 Total assets acquired 746,841 Accounts payable 4,615 Other current liabilities 407 Operating lease liabilities 18,996 Deferred tax liabilities 114,701 Other long-term liabilities 2,612 Total liabilities assumed 141,331 Total identifiable net assets 605,510 Goodwill 353,397 Total consideration transferred $ 958,907 |
Unaudited Pro Forma Information | The following unaudited pro forma information presents the combined financial results for the Company and PFM for 2021 as if the acquisition had been completed at the beginning of 2021: Three Months Ended March 28, 2021 (In thousands, except per share amounts) Net sales $ 3,495,180 Net income attributable to Pilgrim's Pride Corporation 76,104 Net income attributable to Pilgrim's Pride Corporation $ 0.31 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 3 Months Ended |
Mar. 27, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregated Revenue | Revenue has been disaggregated into the categories below to show how economic factors affect the nature, amount, timing and uncertainty of revenue and cash flows: Three Months Ended March 27, 2022 (In thousands) Fresh Prepared Export Other Total U.S. $ 2,087,621 $ 255,087 $ 133,797 $ 104,703 $ 2,581,208 U.K. and Europe 237,309 746,636 173,411 34,626 1,191,982 Mexico 410,420 36,141 — 20,644 467,205 Total net sales $ 2,735,350 $ 1,037,864 $ 307,208 $ 159,973 $ 4,240,395 Three Months Ended March 28, 2021 (In thousands) Fresh Prepared Export Other Total U.S. $ 1,597,423 $ 194,272 $ 113,971 $ 93,893 $ 1,999,559 U.K. and Europe 386,886 376,122 79,382 12,345 854,735 Mexico 372,721 27,404 — 19,006 419,131 Total net sales $ 2,357,030 $ 597,798 $ 193,353 $ 125,244 $ 3,273,425 |
Contract Balances | Changes in the revenue contract liabilities balance are as follows (in thousands): Balance as of December 26, 2021 $ 22,321 Revenue recognized (11,537) Cash received, excluding amounts recognized as revenue during the period 10,738 Balance as of March 27, 2022 $ 21,522 |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 27, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Outstanding Derivative Instruments and Cash Collateral | Information regarding the Company’s outstanding derivative instruments and cash collateral posted with brokers is included in the following table: March 27, 2022 December 26, 2021 (In thousands) Fair values Commodity derivative assets $ 37,563 $ 17,567 Commodity derivative liabilities (22,860) (14,119) Foreign currency derivative assets 768 518 Foreign currency derivative liabilities (12,197) (4,958) Interest rate swap derivative liabilities — (98) Sales contract derivative liabilities (21,357) (12,691) Cash collateral posted with brokers (a) 30,258 22,459 Derivatives coverage (b) : Corn 35.0 % 6.6 % Soybean meal 27.0 % 11.8 % Period through which stated percent of needs are covered: Corn December 2022 December 2022 Soybean meal January 2023 December 2022 (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. |
Schedule of Derivative Gains (Losses) | The following table presents the gains and losses of each derivative instrument held by the Company not designated or qualifying as hedging instruments: Three Months Ended Gains (Losses) by Type of Contract (a) March 27, 2022 March 28, 2021 Affected Line Item in the Condensed Consolidated Statements of Income (In thousands) Foreign currency derivatives gain (loss) $ (13,300) $ 5,340 Foreign currency transaction losses (gains) Commodity derivative gain 31,540 17,378 Cost of sales Sales contract derivative gain (loss) (8,666) (18,104) Net sales Total $ 9,574 $ 4,614 (a) Amounts represent income (expenses) related to results of operations. |
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) | The following tables present the components of the gain or loss on derivatives that qualify as cash flow hedges: Gain (Loss) Recognized in Other Comprehensive Income on Derivative Three Months Ended March 27, 2022 March 28, 2021 (In thousands) Foreign currency derivatives $ 523 $ 1,485 Interest rate swap derivatives — (29) Total $ 523 $ 1,456 |
Schedule of Derivatives Line Item in Condensed Consolidated Statements of Income | Gain (Loss) Reclassified from AOCI into Income Three Months Ended March, 27, 2022 Three Months Ended March 28, 2021 Net sales (a) Cost of sales (b) Interest expense, net of capitalized interest (b) Net sales (a) Cost of sales (b) Interest expense, net of capitalized interest (b) (In thousands) Total amounts of income and expense line items presented in the Condensed Consolidated Statements of Income in which the effects of cash flow hedges are recorded $ 4,240,395 $ 3,698,415 $ 36,296 $ 3,273,425 $ 3,012,182 $ 30,334 Impact from cash flow hedging instruments: Interest rates swaps — — 98 — — 132 Foreign currency contracts 32 91 — 278 (22) — (a) Amounts represent income (expenses) related to net sales. (b) Amounts represent (income) expenses related to cost of sales and interest expense. |
TRADE ACCOUNTS AND OTHER RECE_2
TRADE ACCOUNTS AND OTHER RECEIVABLES (Tables) | 3 Months Ended |
Mar. 27, 2022 | |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | |
Schedule of Trade Accounts and Other Receivables, and Allowance for Doubtful Accounts | Trade accounts and other receivables, less allowance for doubtful accounts, consisted of the following: March 27, 2022 December 26, 2021 (In thousands) Trade accounts receivable $ 1,001,967 $ 947,697 Notes receivable 18,946 18,697 Other receivables 59,900 56,716 Receivables, gross 1,080,813 1,023,110 Allowance for credit losses (9,711) (9,673) Receivables, net $ 1,071,102 $ 1,013,437 Accounts receivable from related parties (a) $ 1,079 $ 1,345 (a) Additional information regarding accounts receivable from related parties is included in “Note 16. Related Party Transactions.” Activity in the allowance for credit losses was as follows: March 27, 2022 (In thousands) Balance, beginning of period $ (9,673) Provision charged to operating results (383) Account write-offs and recoveries 487 Effect of exchange rate (142) Balance, end of period $ (9,711) |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Mar. 27, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consisted of the following: March 27, 2022 December 26, 2021 (a) (In thousands) Raw materials and work-in-process $ 1,124,232 $ 1,034,518 Finished products 410,784 369,292 Operating supplies 87,822 87,332 Maintenance materials and parts 86,157 84,516 Total inventories $ 1,708,995 $ 1,575,658 (a) The inventory component amounts as of December 26, 2021 reported in this table differ from the inventory component amounts as of December 26, 2021 reported in our annual report on Form 10-K. We increased Operating supplies and Maintenance material and parts amounts as of December 26, 2021 by $10.7 million and $9.9 million, respectively, and decreased Raw materials and work-in-process and Finished product s amounts as of December 26, 2021 by $10.2 million and $10.4 million, respectively, to conform to the inventory component amounts presented as of March 27, 2022. |
INVESTMENTS IN SECURITIES (Tabl
INVESTMENTS IN SECURITIES (Tables) | 3 Months Ended |
Mar. 27, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Available-For-Sale Securities | The following table summarizes our investments in available-for-sale securities: March 27, 2022 December 26, 2021 Cost Fair Value Cost Fair Value (In thousands) Cash equivalents: Fixed income securities $ 29,048 $ 29,048 $ 48,851 $ 48,851 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 27, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The activity in goodwill by segment for the three months ended March 27, 2022 was as follows: December 26, 2021 Additions Currency Translation March 27, 2022 (In thousands) U.S. $ 41,936 $ — $ — $ 41,936 U.K. and Europe 1,167,512 4,570 (21,722) 1,150,360 Mexico 127,804 — — 127,804 Total $ 1,337,252 $ 4,570 $ (21,722) $ 1,320,100 |
Schedule of Identified Intangible Assets | Intangible assets consisted of the following: December 26, 2021 Additions Amortization Currency Translation March 27, 2022 (In thousands) Cost: Trade names not subject to amortization $ 609,713 $ — $ — $ (6,939) $ 602,774 Trade names subject to amortization 114,268 — (4,578) 109,690 Customer relationships 455,459 — — (5,738) 449,721 Non-compete agreements 320 — — — 320 Accumulated amortization: Trade names (49,901) — (1,076) 22 (50,955) Customer relationships (166,296) — (7,622) 1,252 (172,666) Non-compete agreements (320) — — — (320) Intangible assets, net $ 963,243 $ — $ (8,698) $ (15,981) $ 938,564 |
Finite-Lived Intangible Assets Estimated Useful Lives | Intangible assets are amortized over the estimated useful lives of the assets as follows: Customer relationships 3-18 years Trade names subject to amortization 15-20 years Non-compete agreements 3 years |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 27, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment (“PP&E”), net consisted of the following: March 27, 2022 December 26, 2021 (In thousands) Land $ 262,409 $ 260,079 Buildings 2,051,418 2,043,034 Machinery and equipment 3,608,105 3,594,482 Autos and trucks 76,700 76,710 Finance leases 5,710 5,710 Construction-in-progress 236,304 229,837 PP&E, gross 6,240,646 6,209,852 Accumulated depreciation (3,350,630) (3,292,046) PP&E, net $ 2,890,016 $ 2,917,806 |
CURRENT LIABILITIES (Tables)
CURRENT LIABILITIES (Tables) | 3 Months Ended |
Mar. 27, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Current Liabilities | Current liabilities, other than income taxes and current maturities of long-term debt, consisted of the following components: March 27, 2022 December 26, 2021 (In thousands) Accounts payable: Trade accounts $ 1,345,826 $ 1,273,297 Book overdrafts 64,406 77,139 Other payables 30,570 27,641 Total accounts payable 1,440,802 1,378,077 Accounts payable to related parties (a) 8,044 22,317 Revenue contract liabilities (b) 21,522 22,321 Accrued expenses and other current liabilities: Compensation and benefits 184,443 224,368 Current maturities of operating lease liabilities 79,074 82,947 Taxes 77,156 68,163 Insurance and self-insured claims 73,295 64,697 Litigation settlements (c) 69,000 172,440 Derivative liabilities (d) 56,414 31,866 Interest and debt-related fees 47,839 31,810 Accrued sales rebates 46,555 35,613 Other accrued expenses 181,483 147,981 Total accrued expenses and other current liabilities 815,259 859,885 Total $ 2,285,627 $ 2,282,600 (a) Additional information regarding accounts payable to related parties is included in “Note 16. Related Party Transactions.” (b) Additional information regarding revenue contract liabilities is included in “Note 3. Revenue Recognition.” (c) Additional information regarding litigation settlements is included in “Note 18. Commitments and Contingencies.” (d) Additional information regarding derivative liabilities is included in “Note 4. Derivative Financial Instruments.” |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 27, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt and other borrowing arrangements, including current notes payable to banks, consisted of the following components: Maturity March 27, 2022 December 26, 2021 (In thousands) Senior notes payable at 3.50% 2032 $ 900,000 $ 900,000 Senior notes payable, net of discount, at 4.25% 2031 990,941 990,691 Senior notes payable, net of discount, at 5.875% 2027 846,045 845,866 Fifth Amended and Restated U.S. Credit Facility (defined below): Term note payable at 2.09% 2026 692,812 506,250 Revolving note payable at 3.50% 2026 — — Pilgrim's Pride Limited Bank of Ireland Invoice Discounting Facility with notes payable at 2.25% 2022 9,911 — Moy Park Bank of Ireland Revolving Facility with notes payable at LIBOR or EURIBOR plus 1.25% to 2.00% 2023 — — Mexico Credit Facility (defined below) with notes payable at TIIE plus 1.50% 2023 — — Secured loans with payables at weighted average of 3.34% 2022 — 3 Finance lease obligations Various 4,320 4,548 Long-term debt 3,444,029 3,247,358 Less: Current maturities of long-term debt (36,162) (26,246) Long-term debt, less current maturities 3,407,867 3,221,112 Less: Capitalized financing costs (29,974) (29,951) Long-term debt, less current maturities, net of capitalized financing costs $ 3,377,893 $ 3,191,161 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Mar. 27, 2022 | |
Equity [Abstract] | |
Schedule of Changes in Accumulated Other Comprehensive Loss | The following tables provide information regarding the changes in accumulated other comprehensive income (loss): Three Months Ended March 27, 2022 (a) Gains (Losses) Related to Foreign Currency Translation Losses on Derivative Financial Instruments Classified as Cash Flow Hedges Losses Related to Pension and Other Postretirement Benefits Total (In thousands) Balance, beginning of period $ 27,241 $ (2,365) $ (72,873) $ (47,997) Other comprehensive income before reclassifications (58,202) 523 6,479 (51,200) Amounts reclassified from accumulated other comprehensive income to net income — 115 175 290 Currency translation — 5 — 5 Net current period other comprehensive income (loss) (58,202) 643 6,654 (50,905) Balance, end of period $ (30,961) $ (1,722) $ (66,219) $ (98,902) (a) All amounts are net of tax. Amounts in parentheses represent income (expenses) related to results of operations. Three Months Ended March 28, 2021 (a) Gains Related to Foreign Currency Translation Gains on Derivative Financial Instruments Classified as Cash Flow Hedges Losses Related to Pension and Other Postretirement Benefits Total (In thousands) Balance, beginning of period $ 82,782 $ (1,191) $ (102,211) $ (20,620) Other comprehensive income before reclassifications 33,291 1,463 22,897 57,651 Amounts reclassified from accumulated other comprehensive loss to net income — (200) 436 236 Currency translation — 12 — 12 Net current period other comprehensive income 33,291 1,275 23,333 57,899 Balance, end of period $ 116,073 $ 84 $ (78,878) $ 37,279 (a) All amounts are net of tax. Amounts in parentheses represent income (expenses) related to results of operations. |
Schedule of Reclassification from Accumulated Other Comprehensive Loss | Amount Reclassified from Accumulated Other Comprehensive Income (a) Details about Accumulated Other Comprehensive Income Components Three Months Ended March 27, 2022 Three Months Ended March 28, 2021 Affected Line Item in the Condensed Consolidated Statements of Income (In thousands) Realized gain on settlement of foreign currency derivatives classified as cash flow hedges $ 32 $ 278 Net sales Realized gain (loss) on settlement of foreign currency derivatives classified as cash flow hedges (91) 22 Cost of sales Realized loss on settlement of interest rate swap derivatives classified as cash flow hedges (98) (132) Interest expense, net of capitalized interest Amortization of pension and other postretirement plan actuarial losses (b) (232) (571) Miscellaneous, net Total before tax (389) (403) Tax expense 99 167 Total reclassification for the period $ (290) $ (236) (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 14. Pension and Other Postretirement Benefits.” |
PENSION AND OTHER POSTRETIREM_2
PENSION AND OTHER POSTRETIREMENT BENEFITS (Tables) | 3 Months Ended |
Mar. 27, 2022 | |
Retirement Benefits [Abstract] | |
Schedule of Defined Benefit Plan Obligations and Assets | The change in benefit obligation, change in fair value of plan assets, funded status and amounts recognized in the Condensed Consolidated Balance Sheets for the defined benefit plans were as follows: Three Months Ended March 27, 2022 March 28, 2021 Pension Benefits Other Benefits Pension Benefits Other Benefits (In thousands) Change in projected benefit obligation: Projected benefit obligation, beginning of period $ 373,062 $ 1,346 $ 404,194 $ 1,593 Interest cost 1,508 4 1,450 5 Actuarial gain (29,146) (56) (27,980) (53) Benefits paid (4,810) (26) (4,583) (42) Currency translation loss 161 — 3,674 — Projected benefit obligation, end of period $ 340,775 $ 1,268 $ 376,755 $ 1,503 Three Months Ended March 27, 2022 March 28, 2021 Pension Benefits Other Benefits Pension Benefits Other Benefits (In thousands) Change in plan assets: Fair value of plan assets, beginning of period $ 326,409 $ — $ 305,983 $ — Actual return on plan assets (18,246) — 4,291 — Contributions by employer 3,287 26 3,916 42 Benefits paid (4,810) (26) (4,828) (42) Expenses paid from assets (115) — (78) — Currency translation gain 116 — 3,145 — Fair value of plan assets, end of period $ 306,641 $ — $ 312,429 $ — March 27, 2022 December 26, 2021 Pension Benefits Other Benefits Pension Benefits Other Benefits (In thousands) Funded status: Unfunded benefit obligation, end of period $ (34,134) $ (1,268) $ (46,653) $ (1,346) March 27, 2022 December 26, 2021 Pension Benefits Other Benefits Pension Benefits Other Benefits (In thousands) Amounts recognized in the Condensed Consolidated Balance Sheets at end of period Current liability $ (4,053) $ (169) $ (6,063) $ (157) Long-term liability (30,081) (1,099) (40,590) (1,189) Recognized liability $ (34,134) $ (1,268) $ (46,653) $ (1,346) March 27, 2022 December 26, 2021 Pension Benefits Other Benefits Pension Benefits Other Benefits (In thousands) Amounts recognized in accumulated other comprehensive loss at end of period Net actuarial loss $ 49,441 $ 62 $ 58,143 $ 118 |
Schedule of Net Defined Benefit Pension and Other Postretirement Costs | Net defined benefit pension and other postretirement costs included the following components: Three Months Ended March 27, 2022 March 28, 2021 Pension Benefits Other Benefits Pension Benefits Other Benefits (In thousands) Interest cost $ 1,508 $ 4 $ 1,450 $ 5 Estimated return on plan assets (2,403) — (2,641) — Expenses paid from assets 115 — 78 — Amortization of net loss 227 — 565 1 Amortization of past service cost 5 — 5 — Net costs (a) $ (548) $ 4 $ (543) $ 6 (a) Net costs are included in the line item Miscellaneous, net |
Schedule of Economic Assumptions, and Impact of Change in Discount Rate on Benefit Obligation | The weighted average assumptions used in determining pension and other postretirement plan information were as follows: March 27, 2022 December 26, 2021 Pension Benefits Other Benefits Pension Benefits Other Benefits Assumptions used to measure benefit obligation at end of period: Discount rate 2.93 % 3.15 % 2.23 % 2.38 % Three Months Ended March 27, 2022 March 28, 2021 Pension Benefits Other Benefits Pension Benefits Other Benefits Assumptions used to measure net pension and other postretirement cost Discount rate 2.23 % 2.38 % 1.83 % 1.80 % Expected return on plan assets 3.40 % NA 3.53 % NA 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 for calculating the liability recognized in the Condensed 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 $ (9,122) $ 9,604 |
Schedule of Plan Asset Allocations | The following table reflects the pension plans’ actual asset allocations: March 27, 2022 December 26, 2021 Cash and cash equivalents 11 % 2 % Pooled separate accounts for the Union Plan (a) : Equity securities 2 % 2 % Fixed income securities 2 % 2 % Pooled separate accounts and common collective trust funds for the GK Pension Plan (a) : Equity securities 19 % 19 % Fixed income securities 13 % 12 % Real estate 2 % 1 % Pooled separate accounts for the Tulip Plan (a) : Equity securities 20 % 32 % Fixed income securities — % 17 % Liability driven investments 19 % — % Real estate 6 % 6 % Pooled separate accounts for the Geo Adams Plan (a) : Equity securities 3 % 5 % Fixed income securities 1 % 2 % Liability driven investments 2 % — % 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. |
Schedule of Fair Value Measurements of Plan Assets | The fair value measurements of plan assets fell into the following levels of the fair value hierarchy as of March 27, 2022 and December 26, 2021: March 27, 2022 December 26, 2021 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 $ 35,288 $ — $ — $ 35,288 $ 6,166 $ — $ — $ 6,166 PSAs for the Union Plan: Large U.S. equity funds (d) — 2,385 — 2,385 — 2,595 — 2,595 Small/Mid U.S. equity funds (e) — 1,254 — 1,254 — 1,338 — 1,338 International equity funds (f) — 1,800 — 1,800 — 1,954 — 1,954 Fixed income funds (g) — 4,878 — 4,878 — 5,186 — 5,186 PSAs and CCTs for the GK Pension Plan: Large U.S. equity funds (d) — 29,346 — 29,346 — 31,960 — 31,960 Small/Mid U.S. equity funds (e) — 15,226 — 15,226 — 16,232 — 16,232 International equity funds (f) — 14,711 — 14,711 — 15,710 — 15,710 Fixed income funds (g) — 38,586 — 38,586 — 40,470 — 40,470 Real estate (h) — 5,759 — 5,759 — 5,405 — 5,405 PSAs for the Tulip Plan: Large U.S. equity funds (d) — 34,788 — 34,788 — 45,373 — 45,373 International equity funds (f) — 27,059 — 27,059 — 60,188 — 60,188 Fixed income funds (g) — 1,058 — 1,058 — 55,107 — 55,107 Liability driven investments (h) — 58,886 — 58,886 — — — — Real estate (i) — 19,121 — 19,121 — 18,601 — 18,601 PSAs for the Geo Adams Plan: Large U.S. equity funds (d) — — — — — 2,621 — 2,621 International equity funds (f) — 8,606 — 8,606 — 11,696 — 11,696 Fixed income funds (g) — 2,901 — 2,901 — 5,807 — 5,807 Liability driven investments (h) — 4,989 — 4,989 — — — — Total assets $ 35,288 $ 271,353 $ — $ 306,641 $ 6,166 $ 320,243 $ — $ 326,409 (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 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. (i) 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. |
Schedule of Benefit Payments | The following table reflects the benefits as of March 27, 2022 expected to be paid through 2031 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. Pension Benefits Other Benefits (In thousands) 2022 $ 23,353 $ 131 2023 17,491 150 2024 17,436 143 2025 17,180 135 2026 17,070 126 2027-2031 83,247 485 Total $ 175,777 $ 1,170 |
Schedule of Unrecognized Benefit Amounts | The amounts in accumulated other comprehensive income that were not recognized as components of net periodic benefits cost and the changes in those amounts are as follows: Three Months Ended March 27, 2022 March 28, 2021 Pension Benefits Other Benefits Pension Benefits Other Benefits (In thousands) Net actuarial loss, beginning of period $ 58,143 $ 118 $ 95,522 $ 174 Amortization (232) — (570) (1) Actuarial gain (29,146) (56) (27,980) (53) Asset loss (gain) 20,649 — (1,505) — Currency translation loss 27 — 364 — Net actuarial loss, end of period $ 49,441 $ 62 $ 65,831 $ 120 |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 3 Months Ended |
Mar. 27, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured on a Recurring Basis | The following items were measured at fair value on a recurring basis: March 27, 2022 December 26, 2021 Level 1 Level 2 Total Level 1 Level 2 Total (In thousands) Assets: Commodity derivative assets $ 37,563 $ — $ 37,563 $ 17,567 $ — $ 17,567 Foreign currency derivative assets 768 — 768 518 — 518 Liabilities: Commodity derivative liabilities (22,860) — (22,860) (14,119) — (14,119) Foreign currency derivative liabilities (12,197) (12,197) (4,958) — (4,958) Interest rate swap derivative liabilities — — — — (98) (98) Sales contract derivative liabilities — (21,357) (21,357) — (12,691) (12,691) |
Schedule of Fair Value and Carrying Value of Debt Obligations | The carrying amounts and estimated fair values of our fixed-rate debt obligation recorded in the Condensed Consolidated Balance Sheets consisted of the following: March 27, 2022 December 26, 2021 Carrying Amount Fair Carrying Amount Fair (In thousands) Fixed-rate senior notes payable at 3.50%, at Level 2 inputs $ (900,000) $ (782,721) $ (900,000) $ (915,120) Fixed-rate senior notes payable at 4.25%, at Level 2 inputs (990,941) (913,380) (990,691) (1,055,140) Fixed-rate senior notes payable at 5.875%, at Level 2 inputs (846,045) (853,562) (845,866) (900,193) Secured loans, at Level 3 inputs — — (3) (3) |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 3 Months Ended |
Mar. 27, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Pilgrim’s has been and, in some cases, continues to be a party to certain transactions with affiliated companies. Three Months Ended March 27, 2022 March 28, 2021 (In thousands) Sales to related parties: JBS USA Food Company (a) $ 4,611 $ 3,065 Combo, Mercado de Congelados 683 451 JBS Australia Pty. Ltd. 532 883 JBS Chile Ltda. 52 88 Total sales to related parties $ 5,878 $ 4,487 Three Months Ended March 27, 2022 March 28, 2021 (In thousands) Cost of goods purchased from related parties: JBS USA Food Company (a) $ 61,903 $ 56,249 Penasul UK LTD 3,540 2,318 JBS Asia Co Limited 2,124 5 Seara Meats B.V. 1,468 1,701 JBS Food Trading (Shanghai) Limited 47 — Vivera B.V. 15 — JBS Global (U.K.) Ltd. — 369 Total cost of goods purchased from related parties $ 69,097 $ 60,642 Three Months Ended March 27, 2022 March 28, 2021 (In thousands) Expenditures paid by related parties: JBS USA Food Company (b) $ 24,178 $ 23,745 Seara Food Europe Holdings — 10 Total expenditures paid by related parties $ 24,178 $ 23,755 Three Months Ended March 27, 2022 March 28, 2021 (In thousands) Expenditures paid on behalf of related parties: JBS USA Food Company (b) $ 32,525 $ 16,374 March 27, 2022 December 26, 2021 (In thousands) Accounts receivable from related parties: JBS USA Food Company (a) $ 778 $ 1,059 JBS Australia Pty. Ltd. 245 200 JBS Chile Ltda. 53 2 Combo, Mercado de Congelados 3 84 Total accounts receivable from related parties $ 1,079 $ 1,345 March 27, 2022 December 26, 2021 (In thousands) Accounts payable to related parties: JBS USA Food Company (a) $ 3,249 $ 21,628 Penasul UK LTD 2,244 147 JBS Asia Co Limited 2,087 — Seara Meats B.V. 464 534 JBS Chile Ltda. — 8 Total accounts payable to related parties $ 8,044 $ 22,317 (a) The Company routinely executes transactions to both purchase products from JBS USA Food Company (“JBS USA”) and sell products to them. As of March 27, 2022, approximately $1.8 million of goods purchased from JBS USA were in transit and not reflected on our Condensed Consolidated Balance Sheet. (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 its combined 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 expired on December 31, 2021. |
REPORTABLE SEGMENTS (Tables)
REPORTABLE SEGMENTS (Tables) | 3 Months Ended |
Mar. 27, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Additional information regarding reportable segments is as follows: Three Months Ended March 26, 2022 (a) March 28, 2021 (b) (In thousands) Net sales U.S. $ 2,581,208 $ 1,999,559 U.K. and Europe 1,191,982 854,734 Mexico 467,205 419,132 Total $ 4,240,395 $ 3,273,425 (a) For the three months ended March 27, 2022, the U.S. reportable segment had intercompany sales to the Mexico reportable segment of $43.4 million. These sales consisted of fresh products, prepared products and grain. (b) For the three months ended March 28, 2021, the U.S. reportable segment had intercompany sales to the Mexico reportable segment of $68.1 million. These sales consisted of fresh products and grain. Three Months Ended March 27, 2022 March 28, 2021 (In thousands) Reportable segment profit (loss): U.S. $ 355,075 $ 68,125 U.K. and Europe (21,640) 10,495 Mexico 68,564 79,830 Eliminations 14 14 Total operating income 402,013 158,464 Interest expense, net of capitalized interest 36,296 30,334 Interest income (1,274) (2,366) Foreign currency transaction losses 11,536 2,514 Miscellaneous, net (324) (7,844) Income before income taxes 355,779 135,826 Income tax expense 75,219 35,358 Net income $ 280,560 $ 100,468 March 27, 2022 December 26, 2021 (In thousands) Total assets by reportable segment: U.S. $ 6,761,031 $ 6,390,845 U.K. and Europe 4,237,911 4,292,558 Mexico 1,235,773 1,146,204 Eliminations (2,916,848) (2,916,402) Total assets $ 9,317,867 $ 8,913,205 March 27, 2022 December 26, 2021 (In thousands) Long-lived assets by reportable segment (a) : U.S. $ 1,860,198 $ 1,862,584 U.K. and Europe 1,090,049 1,125,197 Mexico 282,587 284,980 Eliminations (3,716) (3,729) Total long-lived assets $ 3,229,118 $ 3,269,032 (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. |
BUSINESS AND SUMMARY OF SIGNI_4
BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) lb in Millions, bird in Millions | Jul. 27, 2020 | Mar. 27, 2022employeegrowerbirdcountrypigstatelb |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of countries in which entity exports products | country | 120 | |
Number of states in which entity operates | state | 14 | |
Number of employees (over) | employee | 59,000 | |
Pilgrims Pride Corporation | JBS S.A. | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Percentage of beneficial ownership by holding company | 80.00% | 80.50% |
Chicken | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Maximum processing capacity of employees per week (in animals per week) | bird | 43.3 | |
Maximum annual processing capacity of employees (in pounds) (more than) | lb | 12,800 | |
Number of contract growers | grower | 4,780 | |
Pork | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Maximum processing capacity of employees per week (in animals per week) | pig | 49,500 | |
Maximum annual processing capacity of employees (in pounds) (more than) | lb | 534.2 | |
Number of contract growers | grower | 240 |
BUSINESS AND SUMMARY OF SIGNI_5
BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 27, 2022 | Dec. 26, 2021 | Mar. 28, 2021 | Dec. 27, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 725,540 | $ 427,661 | ||
Restricted cash | 30,258 | 22,460 | ||
Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows | $ 755,798 | $ 450,121 | $ 410,240 | $ 548,406 |
BUSINESS ACQUISITION - Narrativ
BUSINESS ACQUISITION - Narrative (Details) $ in Thousands, £ in Millions | Sep. 24, 2021GBP (£) | Sep. 24, 2021USD ($) | Mar. 27, 2022USD ($) | Mar. 27, 2022USD ($) |
Trade names | ||||
Business Acquisition [Line Items] | ||||
Finite lived intangible assets acquired | $ 0 | |||
Trade names | ||||
Business Acquisition [Line Items] | ||||
Indefinite-lived intangible assets acquired | 0 | |||
Kerry Consumer Foods Meats and Meals | ||||
Business Acquisition [Line Items] | ||||
Percentage of equity acquired | 100.00% | |||
Cash consideration | £ 695.3 | $ 954,100 | 958,900 | |
Payments for working capital adjustments | $ 4,800 | |||
Transaction costs | $ 19,100 | |||
Net sales of acquiree since acquisition date | 260,700 | |||
Net income of acquiree since acquisition date | $ 1,900 | |||
Identifiable intangible assets | 415,157 | |||
Kerry Consumer Foods Meats and Meals | Trade names | ||||
Business Acquisition [Line Items] | ||||
Finite lived intangible assets acquired | $ 36,800 | |||
Kerry Consumer Foods Meats and Meals | Trade names | Minimum | ||||
Business Acquisition [Line Items] | ||||
Acquired intangible assets, weighted average useful life | 15 years | 15 years | ||
Kerry Consumer Foods Meats and Meals | Trade names | Maximum | ||||
Business Acquisition [Line Items] | ||||
Acquired intangible assets, weighted average useful life | 20 years | 20 years | ||
Kerry Consumer Foods Meats and Meals | Customer and distributor relationships | ||||
Business Acquisition [Line Items] | ||||
Finite lived intangible assets acquired | $ 164,300 | |||
Kerry Consumer Foods Meats and Meals | Customer and distributor relationships | Minimum | ||||
Business Acquisition [Line Items] | ||||
Acquired intangible assets, weighted average useful life | 15 years | 15 years | ||
Kerry Consumer Foods Meats and Meals | Customer and distributor relationships | Maximum | ||||
Business Acquisition [Line Items] | ||||
Acquired intangible assets, weighted average useful life | 18 years | 18 years | ||
Kerry Consumer Foods Meats and Meals | Trade names | ||||
Business Acquisition [Line Items] | ||||
Indefinite-lived intangible assets acquired | $ 214,000 |
BUSINESS ACQUISITION - Fair Val
BUSINESS ACQUISITION - Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Mar. 27, 2022 | Dec. 26, 2021 | Sep. 24, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 1,320,100 | $ 1,337,252 | |
Kerry Consumer Foods Meats and Meals | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 113 | ||
Trade accounts and other receivables | 7,387 | ||
Inventories | 60,341 | ||
Prepaid expenses and other current assets | 1,727 | ||
Operating lease assets | 14,648 | ||
Property, plant and equipment | 247,133 | ||
Identifiable intangible assets | 415,157 | ||
Other assets | 335 | ||
Total assets acquired | 746,841 | ||
Accounts payable | 4,615 | ||
Other current liabilities | 407 | ||
Operating lease liabilities | 18,996 | ||
Deferred tax liabilities | 114,701 | ||
Other long-term liabilities | 2,612 | ||
Total liabilities assumed | 141,331 | ||
Total identifiable net assets | 605,510 | ||
Goodwill | 353,397 | ||
Total consideration transferred | $ 958,907 |
BUSINESS ACQUISITION - Pro Form
BUSINESS ACQUISITION - Pro Forma Information (Details) - Kerry Consumer Foods Meats and Meals $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 28, 2021USD ($)$ / shares | |
Business Acquisition [Line Items] | |
Net sales | $ 3,495,180 |
Net income attributable to Pilgrim's Pride Corporation | $ 76,104 |
Net income attributable to Pilgrim's per common share - diluted (in dollars per share) | $ / shares | $ 0.31 |
REVENUE RECOGNITION - Disaggreg
REVENUE RECOGNITION - Disaggregated Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 27, 2022 | Mar. 28, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 4,240,395 | $ 3,273,425 |
Fresh | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 2,735,350 | 2,357,030 |
Prepared | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,037,864 | 597,798 |
Export | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 307,208 | 193,353 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 159,973 | 125,244 |
U.S. | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 2,581,208 | 1,999,559 |
U.S. | Fresh | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 2,087,621 | 1,597,423 |
U.S. | Prepared | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 255,087 | 194,272 |
U.S. | Export | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 133,797 | 113,971 |
U.S. | Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 104,703 | 93,893 |
U.K. and Europe | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,191,982 | 854,735 |
U.K. and Europe | Fresh | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 237,309 | 386,886 |
U.K. and Europe | Prepared | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 746,636 | 376,122 |
U.K. and Europe | Export | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 173,411 | 79,382 |
U.K. and Europe | Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 34,626 | 12,345 |
Mexico | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 467,205 | 419,131 |
Mexico | Fresh | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 410,420 | 372,721 |
Mexico | Prepared | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 36,141 | 27,404 |
Mexico | Export | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Mexico | Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 20,644 | $ 19,006 |
REVENUE RECOGNITION - Contract
REVENUE RECOGNITION - Contract Balances (Details) $ in Thousands | 3 Months Ended |
Mar. 27, 2022USD ($) | |
Movement in Contract with Customer, Liability [Roll Forward] | |
Balance as of beginning of period | $ 22,321 |
Revenue recognized | (11,537) |
Cash received, excluding amounts recognized as revenue during the period | 10,738 |
Balance as of end of period | $ 21,522 |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of Outstanding Derivative Instruments and Cash Collateral (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 27, 2022 | Mar. 28, 2021 | Dec. 26, 2021 | |
Fair Value [Abstract] | |||
Cash collateral posted with brokers | $ 30,258 | $ 22,459 | |
Corn | |||
Derivatives Coverage: | |||
Derivatives coverage (as a percentage) | 35.00% | 6.60% | |
Soybean Meal | |||
Derivatives Coverage: | |||
Derivatives coverage (as a percentage) | 27.00% | 11.80% | |
Commodity | |||
Fair Value [Abstract] | |||
Derivative assets, gross | $ 37,563 | 17,567 | |
Derivative liabilities, gross | (22,860) | (14,119) | |
Foreign currency | |||
Fair Value [Abstract] | |||
Derivative assets, gross | 768 | 518 | |
Derivative liabilities, gross | (12,197) | (4,958) | |
Interest rate swap derivative liabilities | |||
Fair Value [Abstract] | |||
Derivative liabilities, gross | 0 | (98) | |
Sales contract derivative liabilities | |||
Fair Value [Abstract] | |||
Derivative liabilities, gross | $ (21,357) | $ (12,691) |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of Derivative Gains (Losses) and Location of Income Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 27, 2022 | Mar. 28, 2021 | |
Derivative [Line Items] | ||
Gains (Losses) by type of contract | $ 9,574 | $ 4,614 |
Foreign currency derivative | ||
Derivative [Line Items] | ||
Gains (Losses) by type of contract | (13,300) | 5,340 |
Commodity | ||
Derivative [Line Items] | ||
Gains (Losses) by type of contract | (31,540) | (17,378) |
Sales contract derivative | ||
Derivative [Line Items] | ||
Gains (Losses) by type of contract | $ (8,666) | $ (18,104) |
DERIVATIVE FINANCIAL INSTRUME_5
DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of Cash Flow Hedges Included in AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 27, 2022 | Mar. 28, 2021 | |
Derivative [Line Items] | ||
Gain (loss) recognized in other comprehensive income on derivative | $ 528 | $ 1,468 |
Cash Flow Hedging | Designated as Hedging Instrument | ||
Derivative [Line Items] | ||
Gain (loss) recognized in other comprehensive income on derivative | 523 | 1,456 |
Cash Flow Hedging | Designated as Hedging Instrument | Foreign currency derivative | ||
Derivative [Line Items] | ||
Gain (loss) recognized in other comprehensive income on derivative | 523 | 1,485 |
Cash Flow Hedging | Designated as Hedging Instrument | Interest rate swap derivative liabilities | ||
Derivative [Line Items] | ||
Gain (loss) recognized in other comprehensive income on derivative | $ 0 | $ (29) |
DERIVATIVE FINANCIAL INSTRUME_6
DERIVATIVE FINANCIAL INSTRUMENTS - Income and Expense Line item in the Condensed Consolidated Statements of Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 27, 2022 | Mar. 28, 2021 | |
Derivative [Line Items] | ||
Net sales | $ 4,240,395 | $ 3,273,425 |
Cost of sales | 3,698,415 | 3,012,182 |
Interest expense, net of capitalized interest | 36,296 | 30,334 |
Impact from cash flow hedging relationship | (157) | 168 |
Sales contract derivative liabilities | Net sales | ||
Derivative [Line Items] | ||
Net sales | 4,240,395 | 3,273,425 |
Commodity | Cost of sales | ||
Derivative [Line Items] | ||
Cost of sales | 3,698,415 | 3,012,182 |
Foreign currency derivative | Interest expense, net of capitalized interest | ||
Derivative [Line Items] | ||
Interest expense, net of capitalized interest | 36,296 | 30,334 |
Interest rate swaps | Interest expense, net of capitalized interest | ||
Derivative [Line Items] | ||
Impact from cash flow hedging relationship | 98 | 132 |
Foreign currency derivative | Net sales | ||
Derivative [Line Items] | ||
Impact from cash flow hedging relationship | 32 | 278 |
Foreign currency derivative | Cost of sales | ||
Derivative [Line Items] | ||
Impact from cash flow hedging relationship | $ 91 | $ (22) |
DERIVATIVE FINANCIAL INSTRUME_7
DERIVATIVE FINANCIAL INSTRUMENTS - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 27, 2022USD ($) | |
Foreign currency derivative | |
Derivative [Line Items] | |
Cash flow hedge gain (loss) to be reclassified within twelve months | $ 0.3 |
TRADE ACCOUNTS AND OTHER RECE_3
TRADE ACCOUNTS AND OTHER RECEIVABLES (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 27, 2022 | Dec. 26, 2021 | |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | ||
Trade accounts receivable | $ 1,001,967 | $ 947,697 |
Notes receivable | 18,946 | 18,697 |
Other receivables | 59,900 | 56,716 |
Receivables, gross | 1,080,813 | 1,023,110 |
Allowance for credit losses | (9,711) | (9,673) |
Receivables, net | 1,071,102 | 1,013,437 |
Account receivable from related parties | 1,079 | $ 1,345 |
Receivables, Net [Roll Forward] | ||
Balance, beginning of period | (9,673) | |
Provision charged to operating results | (383) | |
Account write-offs and recoveries | 487 | |
Effect of exchange rate | (142) | |
Balance, end of period | $ (9,711) |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Mar. 27, 2022 | Dec. 26, 2021 |
Reclassification [Line Items] | ||
Raw materials and work-in-process | $ 1,124,232 | $ 1,034,518 |
Finished products | 410,784 | 369,292 |
Operating supplies | 87,822 | 87,332 |
Maintenance materials and parts | 86,157 | 84,516 |
Total inventories | $ 1,708,995 | 1,575,658 |
Changes to Previously Reported | ||
Reclassification [Line Items] | ||
Raw materials and work-in-process | (10,200) | |
Finished products | (10,400) | |
Operating supplies | 10,700 | |
Maintenance materials and parts | $ 9,900 |
INVESTMENTS IN SECURITIES (Deta
INVESTMENTS IN SECURITIES (Details) - Fixed income securities - USD ($) $ in Thousands | Mar. 27, 2022 | Dec. 26, 2021 |
Debt Securities, Available-for-sale [Line Items] | ||
Cost | $ 29,048 | $ 48,851 |
Fair Value | $ 29,048 | $ 48,851 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Schedule of Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 27, 2022USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 1,337,252 |
Additions | 4,570 |
Currency Translation | (21,722) |
Goodwill, ending balance | 1,320,100 |
U.S. | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 41,936 |
Additions | 0 |
Currency Translation | 0 |
Goodwill, ending balance | 41,936 |
U.K. and Europe | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 1,167,512 |
Additions | 4,570 |
Currency Translation | (21,722) |
Goodwill, ending balance | 1,150,360 |
Mexico | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 127,804 |
Additions | 0 |
Currency Translation | 0 |
Goodwill, ending balance | $ 127,804 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) $ in Thousands | 3 Months Ended |
Mar. 27, 2022USD ($) | |
Accumulated Amortization Rollforward [Roll Forward] | |
Amortization | $ (8,698) |
Intangible Assets (Excluding Goodwill) Rollforward [Rollforward] | |
Intangible assets, net, beginning balance | 963,243 |
Additions | 0 |
Currency Translation | (15,981) |
Intangible assets, net, ending balance | 938,564 |
Trade names | |
Indefinite-lived Intangible Assets [Rollforward] | |
Indefinite-lived intangible assets, beginning balance | 609,713 |
Additions | 0 |
Currency Translation | (6,939) |
Indefinite-lived intangible assets, ending balance | 602,774 |
Trade names | |
Finite-lived Intangible Assets [Rollforward] | |
Finite-lived intangible assets, beginning balance | 114,268 |
Additions | 0 |
Currency Translation | (4,578) |
Finite-lived intangible assets, ending balance | 109,690 |
Accumulated Amortization Rollforward [Roll Forward] | |
Finite-lived intangible assets, accumulated amortization, beginning balance | (49,901) |
Amortization | (1,076) |
Currency Translation | 22 |
Finite-lived intangible assets, accumulated amortization, ending balance | (50,955) |
Customer relationships | |
Finite-lived Intangible Assets [Rollforward] | |
Finite-lived intangible assets, beginning balance | 455,459 |
Additions | 0 |
Currency Translation | (5,738) |
Finite-lived intangible assets, ending balance | 449,721 |
Accumulated Amortization Rollforward [Roll Forward] | |
Finite-lived intangible assets, accumulated amortization, beginning balance | (166,296) |
Amortization | (7,622) |
Currency Translation | 1,252 |
Finite-lived intangible assets, accumulated amortization, ending balance | (172,666) |
Non-compete agreements | |
Finite-lived Intangible Assets [Rollforward] | |
Finite-lived intangible assets, beginning balance | 320 |
Additions | 0 |
Currency Translation | 0 |
Finite-lived intangible assets, ending balance | 320 |
Accumulated Amortization Rollforward [Roll Forward] | |
Finite-lived intangible assets, accumulated amortization, beginning balance | (320) |
Amortization | 0 |
Currency Translation | 0 |
Finite-lived intangible assets, accumulated amortization, ending balance | $ (320) |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Estimated Useful Lives of Finite-Lived Intangible Assets (Details) | 3 Months Ended |
Mar. 27, 2022 | |
Customer relationships | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 3 years |
Customer relationships | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 18 years |
Trade names subject to amortization | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 15 years |
Trade names subject to amortization | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 20 years |
Non-compete agreements | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 3 years |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Mar. 27, 2022 | Dec. 26, 2021 |
Property, Plant and Equipment [Line Items] | ||
Finance leases | $ 5,710 | $ 5,710 |
PP&E, gross | 6,240,646 | 6,209,852 |
Accumulated depreciation | (3,350,630) | (3,292,046) |
PP&E, net | 2,890,016 | 2,917,806 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
PP&E | 262,409 | 260,079 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
PP&E | 2,051,418 | 2,043,034 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
PP&E | 3,608,105 | 3,594,482 |
Autos and trucks | ||
Property, Plant and Equipment [Line Items] | ||
PP&E | 76,700 | 76,710 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
PP&E | $ 236,304 | $ 229,837 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT -Narrative (Details) $ in Thousands | 3 Months Ended | ||
Mar. 27, 2022USD ($) | Mar. 28, 2021USD ($) | Dec. 26, 2021hatchery | |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $ 93,400 | $ 80,700 | |
Payments for capital projects | 81,578 | 102,167 | |
Transfer of property, plant and equipment | 73,800 | 68,300 | |
Proceeds from property disposals | 849 | 13,074 | |
(Loss (gain) on property disposals | (1,855) | $ 2,396 | |
Idled assets, carrying amount | 37,200 | ||
Idled assets, depreciable value | 191,300 | ||
Idled assets, accumulated depreciation | 154,100 | ||
Impairment loss | $ 200 | ||
Number of hatcheries damaged | hatchery | 2 |
CURRENT LIABILITIES (Details)
CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 27, 2022 | Dec. 26, 2021 |
Accounts payable: | ||
Trade accounts | $ 1,345,826 | $ 1,273,297 |
Book overdrafts | 64,406 | 77,139 |
Other payables | 30,570 | 27,641 |
Total accounts payable | 1,440,802 | 1,378,077 |
Accounts payable to related parties | 8,044 | 22,317 |
Revenue contract liabilities | 21,522 | 22,321 |
Accrued expenses and other current liabilities: | ||
Compensation and benefits | 184,443 | 224,368 |
Current maturities of operating lease liabilities | 79,074 | 82,947 |
Taxes | 77,156 | 68,163 |
Insurance and self-insured claims | 73,295 | 64,697 |
Litigation settlements | 69,000 | 172,440 |
Derivative liabilities | 56,414 | 31,866 |
Interest and debt-related fees | 47,839 | 31,810 |
Accrued sales rebates | 46,555 | 35,613 |
Other accrued expenses | 181,483 | 147,981 |
Total accrued expenses and other current liabilities | 815,259 | 859,885 |
Total | $ 2,285,627 | $ 2,282,600 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | Jul. 27, 2020 | Mar. 27, 2022 | Mar. 28, 2021 |
Income Tax Disclosure [Abstract] | |||
Income tax expense | $ 75,219 | $ 35,358 | |
Effective tax rate | 21.10% | 26.00% | |
Other comprehensive income, tax effect | $ (2,300) | $ (6,500) | |
Pilgrims Pride Corporation | JBS S.A. | |||
Related Party Transaction [Line Items] | |||
Percentage of beneficial ownership by holding company | 80.00% | 80.50% |
DEBT - Schedule of Long-term De
DEBT - Schedule of Long-term Debt and Other Borrowing Arrangements (Details) - USD ($) | Dec. 14, 2018 | Jun. 02, 2018 | Mar. 27, 2022 | Dec. 26, 2021 | Sep. 02, 2021 | Apr. 08, 2021 | Sep. 29, 2017 |
Debt Instrument [Line Items] | |||||||
Finance lease obligations | $ 4,320,000 | $ 4,548,000 | |||||
Long-term debt | 3,444,029,000 | 3,247,358,000 | |||||
Less: Current maturities of long-term debt | (36,162,000) | (26,246,000) | |||||
Long-term debt, less current maturities | 3,407,867,000 | 3,221,112,000 | |||||
Less: Capitalized financing costs | (29,974,000) | (29,951,000) | |||||
Long-term debt, less current maturities, net of capitalized financing costs | $ 3,377,893,000 | 3,191,161,000 | |||||
Term note payable at 2.09% | Credit facility | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate | 2.09% | ||||||
Long-term debt | $ 692,812,000 | 506,250,000 | |||||
Revolving note payable at 3.50% | Credit facility | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate | 3.50% | ||||||
Long-term debt | $ 0 | 0 | |||||
Pilgrim's Pride Limited Bank of Ireland Invoice Discounting Facility with notes payable at 2.25% | Credit facility | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate | 2.25% | ||||||
Long-term debt | $ 9,911,000 | 0 | |||||
Moy Park Bank of Ireland Revolving Facility with notes payable at LIBOR or EURIBOR plus 1.25% to 2.00% | Credit facility | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | 0 | 0 | |||||
Mexico Credit Facility (defined below) with notes payable at TIIE plus 1.50% | Credit facility | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 0 | 0 | |||||
Senior notes | Senior notes payable at 3.50% | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate | 3.50% | 3.50% | |||||
Long-term debt | $ 900,000,000 | 900,000,000 | |||||
Senior notes | Senior notes payable, net of discount, at 4.25% | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate | 4.25% | 4.25% | |||||
Long-term debt | $ 990,941,000 | 990,691,000 | |||||
Senior notes | Senior notes payable, net of discount, at 5.875% | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate | 5.875% | 5.875% | |||||
Long-term debt | $ 846,045,000 | 845,866,000 | |||||
Credit facility | Moy Park Bank of Ireland Revolving Facility with notes payable at LIBOR or EURIBOR plus 1.25% to 2.00% | Credit facility | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 0 | ||||||
Credit facility | Moy Park Bank of Ireland Revolving Facility with notes payable at LIBOR or EURIBOR plus 1.25% to 2.00% | Credit facility | LIBOR Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable interest rate | 1.25% | 1.25% | |||||
Credit facility | Moy Park Bank of Ireland Revolving Facility with notes payable at LIBOR or EURIBOR plus 1.25% to 2.00% | Credit facility | EURIBOR Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable interest rate | 2.00% | 2.00% | |||||
Credit facility | Mexico Credit Facility (defined below) with notes payable at TIIE plus 1.50% | Credit facility | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 0 | ||||||
Credit facility | Mexico Credit Facility (defined below) with notes payable at TIIE plus 1.50% | Credit facility | TIIE Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable interest rate | 1.50% | 1.50% | |||||
Secured loans with payables at weighted average of 3.34% | |||||||
Debt Instrument [Line Items] | |||||||
Weighted average interest rate | 3.34% | ||||||
Long-term debt | $ 0 | $ 3,000 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | Aug. 09, 2021USD ($) | Apr. 08, 2021USD ($) | Dec. 14, 2018MXN ($) | Jun. 02, 2018GBP (£) | Mar. 07, 2018USD ($) | Jul. 31, 2021 | Mar. 27, 2022USD ($) | Dec. 26, 2021USD ($) | Sep. 02, 2021USD ($) | Jun. 18, 2021GBP (£) | Sep. 29, 2017USD ($) |
Debt Instrument [Line Items] | |||||||||||
Maximum secured leverage ratio on a pro-forma basis (not to exceed) | 3 | ||||||||||
Moy Park Bank of Ireland Revolving Facility with notes payable at LIBOR or EURIBOR plus 1.25% to 2.00% | Credit facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt outstanding | $ 0 | $ 0 | |||||||||
Bank of Ireland Invoice Discounting Facility Agreement | Credit facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | 32,100,000 | £ 25,000,000 | |||||||||
Debt outstanding | 9,900,000 | ||||||||||
Bank of Ireland Invoice Discounting Facility Agreement | Credit facility | EURIBOR Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable interest rate | 1.50% | ||||||||||
Bank of Ireland Invoice Discounting Facility Agreement | Credit facility | Interbank Offered Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable interest rate | 1.50% | ||||||||||
Mexico Credit Facility | Credit facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt outstanding | $ 0 | 0 | |||||||||
Senior notes | Senior notes payable, net of discount, at 5.875% | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount | $ 250,000,000 | $ 600,000,000 | |||||||||
Stated interest rate | 5.875% | 5.875% | |||||||||
Add-on issuance percentage of face value | 97.25% | ||||||||||
Gross amount | $ 243,100,000 | ||||||||||
Debt discount | $ 6,900,000 | ||||||||||
Debt outstanding | $ 846,045,000 | 845,866,000 | |||||||||
Senior notes | Senior notes payable, net of discount, at 4.25% | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount | $ 1,000,000,000 | ||||||||||
Stated interest rate | 4.25% | 4.25% | |||||||||
Add-on issuance percentage of face value | 98.994% | ||||||||||
Gross amount | $ 989,900,000 | ||||||||||
Debt discount | $ 10,100,000 | ||||||||||
Stated interest rate if emissions target is met | 4.50% | ||||||||||
Notification period if emissions threshold is met | 30 days | ||||||||||
Emissions threshold | 17.679% | ||||||||||
Debt outstanding | $ 990,941,000 | 990,691,000 | |||||||||
Senior notes | Senior Notes 3.50% Due 2032 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount | $ 900,000,000 | ||||||||||
Stated interest rate | 3.50% | 3.50% | |||||||||
Debt outstanding | $ 900,000,000 | $ 900,000,000 | |||||||||
Credit facility | US Credit Facility | Credit facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 800,000,000 | ||||||||||
Feature to increase revolving loan commitment | $ 500,000,000 | ||||||||||
Letters of credit issued | 36,100,000 | ||||||||||
Current borrowing capacity | 763,900,000 | ||||||||||
Credit facility | US Credit Facility | Credit facility | LIBOR Rate | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable interest rate | 1.25% | ||||||||||
Credit facility | US Credit Facility | Credit facility | LIBOR Rate | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable interest rate | 2.75% | ||||||||||
Credit facility | US Credit Facility | Credit facility | Alternate base rate | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable interest rate | 0.25% | ||||||||||
Credit facility | US Credit Facility | Credit facility | Alternate base rate | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable interest rate | 1.75% | ||||||||||
Credit facility | US Credit Facility | Swingline loans | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 80,000,000 | ||||||||||
Credit facility | US Credit Facility | Letter of credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | 125,000,000 | ||||||||||
Credit facility | US Credit Facility Term Loans | Credit facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 700,000,000 | ||||||||||
Quarterly principal payment, percent of original principal amount | 1.25% | ||||||||||
Debt outstanding | 692,800,000 | ||||||||||
Credit facility | Moy Park Bank of Ireland Revolving Facility with notes payable at LIBOR or EURIBOR plus 1.25% to 2.00% | Credit facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | £ | £ 100,000,000 | ||||||||||
Debt outstanding | 0 | ||||||||||
Current borrowing capacity | $ 131,800,000 | ||||||||||
Credit facility | Moy Park Bank of Ireland Revolving Facility with notes payable at LIBOR or EURIBOR plus 1.25% to 2.00% | Credit facility | LIBOR Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable interest rate | 1.25% | 1.25% | |||||||||
Credit facility | Moy Park Bank of Ireland Revolving Facility with notes payable at LIBOR or EURIBOR plus 1.25% to 2.00% | Credit facility | EURIBOR Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable interest rate | 2.00% | 2.00% | |||||||||
Credit facility | Mexico Credit Facility | Credit facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 1,500,000,000 | ||||||||||
Debt outstanding | $ 0 | ||||||||||
Current borrowing capacity | $ 74,900,000 | ||||||||||
Credit facility | Mexico Credit Facility | Credit facility | TIIE Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable interest rate | 1.50% | 1.50% |
STOCKHOLDERS' EQUITY - Schedule
STOCKHOLDERS' EQUITY - Schedule of Changes in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 27, 2022 | Mar. 28, 2021 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Balance, beginning of period | $ 2,588,934 | $ 2,575,347 |
Other comprehensive income (loss) before reclassifications | (51,200) | 57,651 |
Amounts reclassified from accumulated other comprehensive income to net income | 290 | 236 |
Currency translation | 5 | 12 |
Total other comprehensive income (loss), net of tax | (50,905) | 57,899 |
Balance, end of period | 2,793,606 | 2,735,756 |
Accumulated Other Comprehensive Income (Loss) | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Balance, beginning of period | (47,997) | (20,620) |
Total other comprehensive income (loss), net of tax | (50,905) | 57,899 |
Balance, end of period | (98,902) | 37,279 |
Gains (Losses) Related to Foreign Currency Translation | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Balance, beginning of period | 27,241 | 82,782 |
Other comprehensive income (loss) before reclassifications | (58,202) | 33,291 |
Amounts reclassified from accumulated other comprehensive income to net income | 0 | 0 |
Currency translation | 0 | 0 |
Total other comprehensive income (loss), net of tax | (58,202) | 33,291 |
Balance, end of period | (30,961) | 116,073 |
Gains (Losses) on Derivative Financial Instruments Classified as Cash Flow Hedges | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Balance, beginning of period | (2,365) | (1,191) |
Other comprehensive income (loss) before reclassifications | 523 | 1,463 |
Amounts reclassified from accumulated other comprehensive income to net income | 115 | (200) |
Currency translation | 5 | 12 |
Total other comprehensive income (loss), net of tax | 643 | 1,275 |
Balance, end of period | (1,722) | 84 |
Losses Related to Pension and Other Postretirement Benefits | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Balance, beginning of period | (72,873) | (102,211) |
Other comprehensive income (loss) before reclassifications | 6,479 | 22,897 |
Amounts reclassified from accumulated other comprehensive income to net income | 175 | 436 |
Currency translation | 0 | 0 |
Total other comprehensive income (loss), net of tax | 6,654 | 23,333 |
Balance, end of period | $ (66,219) | $ (78,878) |
STOCKHOLDERS' EQUITY - Schedu_2
STOCKHOLDERS' EQUITY - Schedule of Reclassification from Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 27, 2022 | Mar. 28, 2021 | |
Amortization of defined benefit pension and other postretirement plan actuarial losses: | ||
Net sales | $ 4,240,395 | $ 3,273,425 |
Cost of sales | 3,698,415 | 3,012,182 |
Interest expense, net of capitalized interest | (36,296) | (30,334) |
Miscellaneous, net | 324 | 7,844 |
Tax expense | (75,219) | (35,358) |
Net income | 280,560 | 100,468 |
Amount Reclassified from Accumulated Other Comprehensive Loss | ||
Amortization of defined benefit pension and other postretirement plan actuarial losses: | ||
Total before tax | (389) | (403) |
Tax expense | 99 | 167 |
Net income | (290) | (236) |
Amount Reclassified from Accumulated Other Comprehensive Loss | Realized gain (loss) on settlement of derivatives classified as cash flow hedges | ||
Amortization of defined benefit pension and other postretirement plan actuarial losses: | ||
Net sales | 32 | 278 |
Cost of sales | (91) | 22 |
Interest expense, net of capitalized interest | (98) | (132) |
Amount Reclassified from Accumulated Other Comprehensive Loss | Amortization of defined benefit pension and other postretirement plan actuarial losses | ||
Amortization of defined benefit pension and other postretirement plan actuarial losses: | ||
Miscellaneous, net | $ (232) | $ (571) |
STOCKHOLDERS' EQUITY - Narrativ
STOCKHOLDERS' EQUITY - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 41 Months Ended | |
Mar. 27, 2022 | Mar. 27, 2022 | Mar. 08, 2022 | |
Equity [Abstract] | |||
Preferred stock, shares authorized (in shares) | 50,000,000 | ||
Preferred stock, par value (in usd per share) | $ 0.01 | ||
Preferred stock, shares issued (in shares) | 0 | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | ||
Share repurchase, authorized amount | $ 200,000 | ||
Common stock purchased under share repurchase program (in shares) | 1,200,000 | ||
Common stock purchased under share repurchase program | $ 27,023 | $ 27,000 |
PENSION AND OTHER POSTRETIREM_3
PENSION AND OTHER POSTRETIREMENT BENEFITS - Narrative (Details) $ in Millions | 3 Months Ended | ||
Mar. 27, 2022USD ($)plan | Mar. 28, 2021USD ($) | Dec. 26, 2021USD ($) | |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |||
Retirement plan expenses | $ 6.4 | $ 5.3 | |
Accumulated benefit obligation, defined benefit pension plans | $ 340.8 | $ 373.1 | |
Weighted average duration of defined benefit obligation | 17 years 21 days | ||
Expenses related to defined contribution plans | $ 5.5 | $ 4.6 | |
U.S. | |||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |||
Number of defined contribution plans | plan | 2 | ||
Mexico | |||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |||
Number of defined contribution plans | plan | 3 | ||
U.K. and Europe | |||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |||
Number of defined contribution plans | plan | 2 | ||
Fixed income securities | Union Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |||
Target plan asset allocations | 50.00% | ||
Fixed income securities | GK Pension Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |||
Target plan asset allocations | 35.00% | ||
Equity securities | GK Pension Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |||
Target plan asset allocations | 60.00% | ||
Real estate | GK Pension Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |||
Target plan asset allocations | 5.00% | ||
Real estate | Tulip Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |||
Target plan asset allocations | 10.00% | ||
Global equity funds | Tulip Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |||
Target plan asset allocations | 21.00% | ||
Global equity funds | GEO Adams Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |||
Target plan asset allocations | 37.00% | ||
Equity-linked liability driven investments | Tulip Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |||
Target plan asset allocations | 28.00% | ||
Equity-linked liability driven investments | GEO Adams Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |||
Target plan asset allocations | 20.00% | ||
Liability driven investments | Tulip Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |||
Target plan asset allocations | 11.00% | ||
Liability driven investments | GEO Adams Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |||
Target plan asset allocations | 18.00% | ||
Diversified Alternatives | Tulip Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |||
Target plan asset allocations | 15.00% | ||
Cash and cash equivalents | Tulip Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |||
Target plan asset allocations | 15.00% | ||
Cash and cash equivalents | GEO Adams Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |||
Target plan asset allocations | 10.00% | ||
Corporate Bonds | GEO Adams Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |||
Target plan asset allocations | 15.00% | ||
Pension Benefits | |||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |||
Change in discount rate on projected benefit obligation, percentage | 0.25% | ||
Expected contributions, remainder of 2022 | $ 4.2 | ||
Other Benefits | |||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |||
Expected contributions, remainder of 2022 | $ 0.2 |
PENSION AND OTHER POSTRETIREM_4
PENSION AND OTHER POSTRETIREMENT BENEFITS - Schedule of Defined Benefit Plan Obligations and Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 27, 2022 | Mar. 28, 2021 | Dec. 26, 2021 | Dec. 27, 2020 | |
Change in plan assets: | ||||
Fair value of plan assets, beginning balance | $ 326,409 | |||
Fair value of plan assets, end of period | 306,641 | |||
Pension Benefits | ||||
Change in projected benefit obligation: | ||||
Projected, benefit obligation, beginning of period | 373,062 | $ 404,194 | ||
Interest cost | 1,508 | 1,450 | ||
Actuarial gain | (29,146) | (27,980) | ||
Benefits paid | (4,810) | (4,583) | ||
Currency translation loss | 161 | 3,674 | ||
Projected benefit obligation, end of period | 340,775 | 376,755 | ||
Change in plan assets: | ||||
Fair value of plan assets, beginning balance | 326,409 | 305,983 | ||
Actual return on plan assets | (18,246) | 4,291 | ||
Contributions by employer | 3,287 | 3,916 | ||
Benefits paid | (4,810) | (4,828) | ||
Expenses paid from assets | (115) | (78) | ||
Currency translation gain | 116 | 3,145 | ||
Fair value of plan assets, end of period | 306,641 | 312,429 | ||
Funded status: | ||||
Unfunded benefit obligation, end of period | (34,134) | $ (46,653) | ||
Amounts recognized in the Condensed Consolidated Balance Sheets at end of period | ||||
Current liability | (4,053) | (6,063) | ||
Long-term liability | (30,081) | (40,590) | ||
Recognized liability | (34,134) | (46,653) | ||
Amounts recognized in accumulated other comprehensive loss at end of period | ||||
Net actuarial loss | 49,441 | 65,831 | 58,143 | $ 95,522 |
Other Benefits | ||||
Change in projected benefit obligation: | ||||
Projected, benefit obligation, beginning of period | 1,346 | 1,593 | ||
Interest cost | 4 | 5 | ||
Actuarial gain | (56) | (53) | ||
Benefits paid | (26) | (42) | ||
Currency translation loss | 0 | 0 | ||
Projected benefit obligation, end of period | 1,268 | 1,503 | ||
Change in plan assets: | ||||
Fair value of plan assets, beginning balance | 0 | 0 | ||
Actual return on plan assets | 0 | 0 | ||
Contributions by employer | 26 | 42 | ||
Benefits paid | (26) | (42) | ||
Expenses paid from assets | 0 | 0 | ||
Currency translation gain | 0 | 0 | ||
Fair value of plan assets, end of period | 0 | 0 | ||
Funded status: | ||||
Unfunded benefit obligation, end of period | (1,268) | (1,346) | ||
Amounts recognized in the Condensed Consolidated Balance Sheets at end of period | ||||
Current liability | (169) | (157) | ||
Long-term liability | (1,099) | (1,189) | ||
Recognized liability | (1,268) | (1,346) | ||
Amounts recognized in accumulated other comprehensive loss at end of period | ||||
Net actuarial loss | $ 62 | $ 120 | $ 118 | $ 174 |
PENSION AND OTHER POSTRETIREM_5
PENSION AND OTHER POSTRETIREMENT BENEFITS - Schedule of Net Defined Benefit Pension and Other Postretirement Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 27, 2022 | Mar. 28, 2021 | |
Pension Benefits | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Interest cost | $ 1,508 | $ 1,450 |
Estimated return on plan assets | (2,403) | (2,641) |
Expenses paid from plan assets | 115 | 78 |
Amortization of net loss | 227 | 565 |
Amortization of past service cost | 5 | 5 |
Net costs | (548) | (543) |
Other Benefits | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Interest cost | 4 | 5 |
Estimated return on plan assets | 0 | 0 |
Expenses paid from plan assets | 0 | 0 |
Amortization of net loss | 0 | 1 |
Amortization of past service cost | 0 | 0 |
Net costs | $ 4 | $ 6 |
PENSION AND OTHER POSTRETIREM_6
PENSION AND OTHER POSTRETIREMENT BENEFITS - Schedule of Economic Assumptions and Impact of Change in Discount Rate on Benefit Obligation (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 27, 2022 | Mar. 28, 2021 | Dec. 26, 2021 | |
Assumptions used to measure net pension and other postretirement cost | |||
Increase in Discount Rate of 0.25% - Impact on defined benefit obligation for pension benefits | $ (9,122) | ||
Decrease in Discount Rate of 0.25% - Impact on defined benefit obligation for pension benefits | $ 9,604 | ||
Pension Benefits | |||
Assumptions used to measure benefit obligation at end of period: | |||
Discount rate | 2.93% | 2.23% | |
Assumptions used to measure net pension and other postretirement cost | |||
Discount rate | 2.23% | 1.83% | |
Expected return on plan assets | 3.40% | 3.53% | |
Other Benefits | |||
Assumptions used to measure benefit obligation at end of period: | |||
Discount rate | 3.15% | 2.38% | |
Assumptions used to measure net pension and other postretirement cost | |||
Discount rate | 2.38% | 1.80% |
PENSION AND OTHER POSTRETIREM_7
PENSION AND OTHER POSTRETIREMENT BENEFITS - Schedule of Plan Asset Allocations (Details) | Mar. 27, 2022 | Dec. 26, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||
Total assets | 100.00% | 100.00% |
Cash and cash equivalents | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total assets | 11.00% | 2.00% |
Equity securities | Union Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total assets | 2.00% | 2.00% |
Equity securities | GK Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total assets | 19.00% | 19.00% |
Equity securities | Tulip Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total assets | 20.00% | 32.00% |
Equity securities | GEO Adams Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total assets | 3.00% | 5.00% |
Fixed income securities | Union Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total assets | 2.00% | 2.00% |
Fixed income securities | GK Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total assets | 13.00% | 12.00% |
Fixed income securities | Tulip Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total assets | 0.00% | 17.00% |
Fixed income securities | GEO Adams Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total assets | 1.00% | 2.00% |
Liability driven investments | Tulip Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total assets | 19.00% | 0.00% |
Liability driven investments | GEO Adams Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total assets | 2.00% | 0.00% |
Real estate | GK Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total assets | 2.00% | 1.00% |
Real estate | Tulip Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total assets | 6.00% | 6.00% |
PENSION AND OTHER POSTRETIREM_8
PENSION AND OTHER POSTRETIREMENT BENEFITS - Schedule of Fair Value Measurements of Plan Assets (Details) - USD ($) $ in Thousands | Mar. 27, 2022 | Dec. 26, 2021 |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | $ 306,641 | $ 326,409 |
Level 1 | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 35,288 | 6,166 |
Level 2 | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 271,353 | 320,243 |
Level 3 | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Cash and cash equivalents | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 35,288 | 6,166 |
Cash and cash equivalents | Level 1 | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 35,288 | 6,166 |
Cash and cash equivalents | Level 2 | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Cash and cash equivalents | Level 3 | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Large U.S. equity funds | Union Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 2,385 | 2,595 |
Large U.S. equity funds | GK Pension Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 29,346 | 31,960 |
Large U.S. equity funds | U.K. Plans | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 34,788 | 45,373 |
Large U.S. equity funds | GEO Adams Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 0 | 2,621 |
Large U.S. equity funds | Level 1 | Union Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Large U.S. equity funds | Level 1 | GK Pension Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Large U.S. equity funds | Level 1 | U.K. Plans | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Large U.S. equity funds | Level 1 | GEO Adams Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Large U.S. equity funds | Level 2 | Union Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 2,385 | 2,595 |
Large U.S. equity funds | Level 2 | GK Pension Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 29,346 | 31,960 |
Large U.S. equity funds | Level 2 | U.K. Plans | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 34,788 | 45,373 |
Large U.S. equity funds | Level 2 | GEO Adams Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 0 | 2,621 |
Large U.S. equity funds | Level 3 | Union Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Large U.S. equity funds | Level 3 | GK Pension Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Large U.S. equity funds | Level 3 | U.K. Plans | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Large U.S. equity funds | Level 3 | GEO Adams Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Small/Mid U.S. equity funds | Union Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 1,254 | 1,338 |
Small/Mid U.S. equity funds | GK Pension Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 15,226 | 16,232 |
Small/Mid U.S. equity funds | Level 1 | Union Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Small/Mid U.S. equity funds | Level 1 | GK Pension Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Small/Mid U.S. equity funds | Level 2 | Union Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 1,254 | 1,338 |
Small/Mid U.S. equity funds | Level 2 | GK Pension Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 15,226 | 16,232 |
Small/Mid U.S. equity funds | Level 3 | Union Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Small/Mid U.S. equity funds | Level 3 | GK Pension Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 0 | 0 |
International equity funds | Union Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 1,800 | 1,954 |
International equity funds | GK Pension Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 14,711 | 15,710 |
International equity funds | U.K. Plans | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 27,059 | 60,188 |
International equity funds | GEO Adams Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 8,606 | 11,696 |
International equity funds | Level 1 | Union Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 0 | 0 |
International equity funds | Level 1 | GK Pension Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 0 | 0 |
International equity funds | Level 1 | U.K. Plans | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 0 | 0 |
International equity funds | Level 1 | GEO Adams Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 0 | 0 |
International equity funds | Level 2 | Union Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 1,800 | 1,954 |
International equity funds | Level 2 | GK Pension Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 14,711 | 15,710 |
International equity funds | Level 2 | U.K. Plans | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 27,059 | 60,188 |
International equity funds | Level 2 | GEO Adams Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 8,606 | 11,696 |
International equity funds | Level 3 | Union Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 0 | 0 |
International equity funds | Level 3 | GK Pension Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 0 | 0 |
International equity funds | Level 3 | U.K. Plans | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 0 | 0 |
International equity funds | Level 3 | GEO Adams Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Fixed income funds | Union Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 4,878 | 5,186 |
Fixed income funds | GK Pension Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 38,586 | 40,470 |
Fixed income funds | U.K. Plans | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 1,058 | 55,107 |
Fixed income funds | GEO Adams Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 2,901 | 5,807 |
Fixed income funds | Level 1 | Union Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Fixed income funds | Level 1 | GK Pension Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Fixed income funds | Level 1 | U.K. Plans | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Fixed income funds | Level 1 | GEO Adams Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Fixed income funds | Level 2 | Union Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 4,878 | 5,186 |
Fixed income funds | Level 2 | GK Pension Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 38,586 | 40,470 |
Fixed income funds | Level 2 | U.K. Plans | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 1,058 | 55,107 |
Fixed income funds | Level 2 | GEO Adams Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 2,901 | 5,807 |
Fixed income funds | Level 3 | Union Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Fixed income funds | Level 3 | GK Pension Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Fixed income funds | Level 3 | U.K. Plans | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Fixed income funds | Level 3 | GEO Adams Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Liability driven investments | U.K. Plans | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 58,886 | 0 |
Liability driven investments | GEO Adams Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 4,989 | 0 |
Liability driven investments | Level 1 | U.K. Plans | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Liability driven investments | Level 1 | GEO Adams Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Liability driven investments | Level 2 | U.K. Plans | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 58,886 | 0 |
Liability driven investments | Level 2 | GEO Adams Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 4,989 | 0 |
Liability driven investments | Level 3 | U.K. Plans | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Liability driven investments | Level 3 | GEO Adams Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Real estate | GK Pension Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 5,759 | 5,405 |
Real estate | U.K. Plans | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 19,121 | 18,601 |
Real estate | Level 1 | GK Pension Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Real estate | Level 1 | U.K. Plans | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Real estate | Level 2 | GK Pension Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 5,759 | 5,405 |
Real estate | Level 2 | U.K. Plans | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 19,121 | 18,601 |
Real estate | Level 3 | GK Pension Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Real estate | Level 3 | U.K. Plans | ||
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | ||
Fair value of plan assets | $ 0 | $ 0 |
PENSION AND OTHER POSTRETIREM_9
PENSION AND OTHER POSTRETIREMENT BENEFITS - Schedule of Benefit Payments (Details) $ in Thousands | Mar. 27, 2022USD ($) |
Pension Benefits | |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |
2022 | $ 23,353 |
2023 | 17,491 |
2024 | 17,436 |
2025 | 17,180 |
2026 | 17,070 |
2027-2031 | 83,247 |
Total | 175,777 |
Other Benefits | |
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items] | |
2022 | 131 |
2023 | 150 |
2024 | 143 |
2025 | 135 |
2026 | 126 |
2027-2031 | 485 |
Total | $ 1,170 |
PENSION AND OTHER POSTRETIRE_10
PENSION AND OTHER POSTRETIREMENT BENEFITS - Schedule of Unrecognized Benefit Amounts (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 27, 2022 | Mar. 28, 2021 | |
Pension Benefits | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Net actuarial loss, beginning of period | $ 58,143 | $ 95,522 |
Amortizations | (232) | (570) |
Actuarial loss (gain) | (29,146) | (27,980) |
Asset loss (gain) | 20,649 | (1,505) |
Currency translation loss | 27 | 364 |
Net actuarial loss, end of period | 49,441 | 65,831 |
Other Benefits | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Net actuarial loss, beginning of period | 118 | 174 |
Amortizations | 0 | (1) |
Actuarial loss (gain) | (56) | (53) |
Asset loss (gain) | 0 | 0 |
Currency translation loss | 0 | 0 |
Net actuarial loss, end of period | $ 62 | $ 120 |
FAIR VALUE MEASUREMENT - Schedu
FAIR VALUE MEASUREMENT - Schedule of Assets and Liabilities Measured on a Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Mar. 27, 2022 | Dec. 26, 2021 |
Commodity derivative | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | $ 37,563 | $ 17,567 |
Derivative liabilities | (22,860) | (14,119) |
Commodity derivative | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 37,563 | 17,567 |
Derivative liabilities | (22,860) | (14,119) |
Commodity derivative | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0 | 0 |
Derivative liabilities | 0 | 0 |
Foreign currency derivative | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 768 | 518 |
Derivative liabilities | (12,197) | (4,958) |
Foreign currency derivative | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 768 | 518 |
Derivative liabilities | (12,197) | (4,958) |
Foreign currency derivative | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0 | 0 |
Derivative liabilities | 0 | |
Interest rate swap derivative liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 0 | (98) |
Interest rate swap derivative liabilities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 0 | 0 |
Interest rate swap derivative liabilities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 0 | (98) |
Sales contract derivative liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | (21,357) | (12,691) |
Sales contract derivative liabilities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 0 | 0 |
Sales contract derivative liabilities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ (21,357) | $ (12,691) |
FAIR VALUE MEASUREMENT - Sche_2
FAIR VALUE MEASUREMENT - Schedule of Fair Value and Carrying Amount of Debt Obligations (Details) $ in Thousands | Mar. 27, 2022USD ($) | Dec. 26, 2021USD ($) | Sep. 02, 2021 | Apr. 08, 2021 | Sep. 29, 2017 |
Cost of Capital | Valuation Technique, Discounted Cash Flow | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt measurement input | 0.005 | ||||
Senior notes | Senior Notes 3.50% Due 2032 [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Stated interest rate | 3.50% | 3.50% | |||
Senior notes | Senior Notes 4.25% Due 2031 [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Stated interest rate | 4.25% | 4.25% | |||
Senior notes | Senior Notes 5.875% Due 2027 [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Stated interest rate | 5.875% | 5.875% | |||
Senior notes | Level 2 | Carrying Amount | Senior Notes 3.50% Due 2032 [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt | $ (900,000) | $ (900,000) | |||
Senior notes | Level 2 | Carrying Amount | Senior Notes 4.25% Due 2031 [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt | (990,941) | (990,691) | |||
Senior notes | Level 2 | Carrying Amount | Senior Notes 5.875% Due 2027 [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt | (846,045) | (845,866) | |||
Senior notes | Level 2 | Fair Value | Senior Notes 3.50% Due 2032 [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt | (782,721) | (915,120) | |||
Senior notes | Level 2 | Fair Value | Senior Notes 4.25% Due 2031 [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt | (913,380) | (1,055,140) | |||
Senior notes | Level 2 | Fair Value | Senior Notes 5.875% Due 2027 [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt | (853,562) | (900,193) | |||
Secured loans | Level 3 | Carrying Amount | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt | 0 | (3) | |||
Secured loans | Level 3 | Fair Value | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt | $ 0 | $ (3) |
RELATED PARTY TRANSACTIONS - Sc
RELATED PARTY TRANSACTIONS - Schedule of Related Party Transactions) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 27, 2022 | Mar. 28, 2021 | Dec. 26, 2021 | |
Related Party Transaction [Line Items] | |||
Sales to related parties: | $ 5,878 | $ 4,487 | |
Cost of goods purchased from related parties: | 69,097 | 60,642 | |
Expenditures paid by related parties: | 24,178 | 23,755 | |
Accounts receivable from related parties | 1,079 | $ 1,345 | |
Accounts payable to related parties: | 8,044 | 22,317 | |
JBS USA Food Company | |||
Related Party Transaction [Line Items] | |||
Sales to related parties: | 4,611 | 3,065 | |
Cost of goods purchased from related parties: | 61,903 | 56,249 | |
Expenditures paid by related parties: | 24,178 | 23,745 | |
Expenditures paid on behalf of related parties: | 32,525 | 16,374 | |
Accounts receivable from related parties | 778 | 1,059 | |
Accounts payable to related parties: | 3,249 | 21,628 | |
Goods in transit | 1,800 | ||
Combo, Mercado de Congelados | |||
Related Party Transaction [Line Items] | |||
Sales to related parties: | 683 | 451 | |
Accounts receivable from related parties | 3 | 84 | |
JBS Australia Pty. Ltd. | |||
Related Party Transaction [Line Items] | |||
Sales to related parties: | 532 | 883 | |
Accounts receivable from related parties | 245 | 200 | |
JBS Chile Ltda. | |||
Related Party Transaction [Line Items] | |||
Sales to related parties: | 52 | 88 | |
Accounts receivable from related parties | 53 | 2 | |
Accounts payable to related parties: | 0 | 8 | |
Penasul UK LTD | |||
Related Party Transaction [Line Items] | |||
Cost of goods purchased from related parties: | 3,540 | 2,318 | |
Accounts payable to related parties: | 2,244 | 147 | |
JBS Asia Co Limited | |||
Related Party Transaction [Line Items] | |||
Cost of goods purchased from related parties: | 2,124 | 5 | |
Accounts payable to related parties: | 2,087 | 0 | |
Seara Meats B.V. | |||
Related Party Transaction [Line Items] | |||
Cost of goods purchased from related parties: | 1,468 | 1,701 | |
Accounts payable to related parties: | 464 | $ 534 | |
JBS Food Trading (Shanghai) Limited | |||
Related Party Transaction [Line Items] | |||
Cost of goods purchased from related parties: | 47 | 0 | |
Vivera B.V. | |||
Related Party Transaction [Line Items] | |||
Cost of goods purchased from related parties: | 15 | 0 | |
JBS Global (U.K.) Ltd. | |||
Related Party Transaction [Line Items] | |||
Cost of goods purchased from related parties: | 0 | 369 | |
Seara Food Europe Holdings | |||
Related Party Transaction [Line Items] | |||
Expenditures paid by related parties: | $ 0 | $ 10 |
REPORTABLE SEGMENTS - Narrative
REPORTABLE SEGMENTS - Narrative (Details) | 3 Months Ended |
Mar. 27, 2022segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
REPORTABLE SEGMENTS - Schedule
REPORTABLE SEGMENTS - Schedule of Segment Reporting Information, by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 27, 2022 | Mar. 28, 2021 | |
Segment Reporting Information [Line Items] | ||
Net sales | $ 4,240,395 | $ 3,273,425 |
Reportable segment profit (loss) | 402,013 | 158,464 |
Interest expense, net of capitalized interest | 36,296 | 30,334 |
Interest income | (1,274) | (2,366) |
Foreign currency transaction losses | 11,536 | 2,514 |
Miscellaneous, net | (324) | (7,844) |
Income before income taxes | 355,779 | 135,826 |
Income tax expense | 75,219 | 35,358 |
Net income | 280,560 | 100,468 |
Eliminations | ||
Segment Reporting Information [Line Items] | ||
Net sales | 43,400 | 68,100 |
Reportable segment profit (loss) | 14 | 14 |
U.S. | ||
Segment Reporting Information [Line Items] | ||
Net sales | 2,581,208 | 1,999,559 |
U.S. | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Reportable segment profit (loss) | 355,075 | 68,125 |
U.K. and Europe | ||
Segment Reporting Information [Line Items] | ||
Net sales | 1,191,982 | 854,734 |
U.K. and Europe | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Reportable segment profit (loss) | (21,640) | 10,495 |
Mexico | ||
Segment Reporting Information [Line Items] | ||
Net sales | 467,205 | 419,132 |
Mexico | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Reportable segment profit (loss) | $ 68,564 | $ 79,830 |
REPORTABLE SEGMENTS - Schedul_2
REPORTABLE SEGMENTS - Schedule of Segment Reporting, Goodwill and Assets (Details) - USD ($) $ in Thousands | Mar. 27, 2022 | Dec. 26, 2021 |
Segment Reporting Information [Line Items] | ||
Total assets by reportable segment | $ 9,317,867 | $ 8,913,205 |
Long-lived assets by reportable segment | 3,229,118 | 3,269,032 |
Eliminations | ||
Segment Reporting Information [Line Items] | ||
Total assets by reportable segment | (2,916,848) | (2,916,402) |
Long-lived assets by reportable segment | (3,716) | (3,729) |
U.S. | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total assets by reportable segment | 6,761,031 | 6,390,845 |
Long-lived assets by reportable segment | 1,860,198 | 1,862,584 |
U.K. and Europe | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total assets by reportable segment | 4,237,911 | 4,292,558 |
Long-lived assets by reportable segment | 1,090,049 | 1,125,197 |
Mexico | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total assets by reportable segment | 1,235,773 | 1,146,204 |
Long-lived assets by reportable segment | $ 282,587 | $ 284,980 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | Jun. 14, 2021USD ($) | Feb. 23, 2021USD ($) | Oct. 13, 2020USD ($)plan | Nov. 12, 2019claim | Jan. 27, 2017producer | Oct. 13, 2016claim | Oct. 16, 2019claim | Sep. 26, 2021USD ($) | Dec. 27, 2020USD ($) | Mar. 27, 2022USD ($) | Sep. 01, 2021claim | Jun. 06, 2022formerEmployee | Jul. 29, 2021formerEmployee | Oct. 06, 2020employeeOfOtherCompanyformerEmployee | Jun. 03, 2020formerEmployee |
Loss Contingencies [Line Items] | |||||||||||||||
Former employees indicted | formerEmployee | 4 | 1 | 2 | ||||||||||||
Employees of other companies | employeeOfOtherCompany | 4 | ||||||||||||||
Forecast | Subsequent Event | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Former employees indicted | formerEmployee | 2 | ||||||||||||||
In Re Broiler Chicken Antitrust Litigation | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Number of complaints filed | claim | 3 | 82 | |||||||||||||
Expense from settlement | $ 75 | ||||||||||||||
In Re Broiler Chicken Antitrust Litigation, Settlement with EUCPs | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Settlement amount to be paid | $ 75.5 | ||||||||||||||
In Re Broiler Chicken Antitrust Litigation, Settlement with CIIPPs | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Settlement amount to be paid | $ 45 | ||||||||||||||
In Re Broiler Chicken Antitrust Litigation, Settlement Opt Outs | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Expense from settlement | $ 489.8 | ||||||||||||||
In re Broiler Chicken Grower Litigation, Case No. CIV-17-033-RJS | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Number of other producers named in lawsuits | producer | 4 | ||||||||||||||
Jien v. Perdue Farms, Inc. and Earnest v. Perdue Farms, Inc. et al | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Number of complaints filed | claim | 4 | 4 | |||||||||||||
Settlement amount to be paid | $ 29 | ||||||||||||||
Violation of Sherman Antitrust Act | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Settlement amount to be paid | $ 107.9 | $ 110.5 | |||||||||||||
Count plead guilty | plan | 1 | ||||||||||||||
Mexican Tax Authority | Tax Year 2009 | Foreign Tax Authority | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Estimate of possible loss | 30.4 | ||||||||||||||
Mexican Tax Authority | Tax Year 2010 | Foreign Tax Authority | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Estimate of possible loss | $ 18.4 |