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|
|
FORM 10-K
|
|
|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
75-1285071
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
|
1770 Promontory Circle, Greeley, Colorado
|
80634-9038
|
(Address of principal executive offices)
|
(Zip code)
|
Title of each class
|
Name of each exchange on which registered
|
Common Stock, Par Value $0.01
|
The NASDAQ Stock Market LLC
|
Large Accelerated Filer
x
|
|
Accelerated Filer
¨
|
Non-accelerated Filer
¨
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
¨
|
|
PART I
|
Page
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
PART II
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
PART III
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
PART IV
|
|
Item 15.
|
||
|
•
|
Benchmarking live and plant costs against the industry;
|
•
|
Striving to be in the top 25% of the industry for yields and costs;
|
•
|
Fostering a culture of accountability and ownership deeper in the organization;
|
•
|
Conducting monthly performance reviews with senior management; and
|
•
|
Improving sales mix and price.
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
U.S. chicken:
|
|
|
|
|
|
|
|
|
|
||||||||||
Prepared chicken
|
$
|
1,787,389
|
|
|
$
|
2,046,746
|
|
|
$
|
2,239,289
|
|
|
$
|
2,135,337
|
|
|
$
|
2,262,107
|
|
Fresh chicken
|
4,703,993
|
|
|
4,123,089
|
|
|
3,583,854
|
|
|
3,160,429
|
|
|
2,834,972
|
|
|||||
Export and other chicken
by-products
|
620,082
|
|
|
715,969
|
|
|
817,723
|
|
|
808,038
|
|
|
581,303
|
|
|||||
Total U.S. chicken
|
7,111,464
|
|
|
6,885,804
|
|
|
6,640,866
|
|
|
6,103,804
|
|
|
5,678,382
|
|
|||||
Mexico chicken
|
900,360
|
|
|
864,454
|
|
|
758,023
|
|
|
720,333
|
|
|
615,433
|
|
|||||
Total chicken
|
8,011,824
|
|
|
7,750,258
|
|
|
7,398,889
|
|
|
6,824,137
|
|
|
6,293,815
|
|
|||||
Other products:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S.
|
535,572
|
|
|
614,409
|
|
|
608,619
|
|
|
674,923
|
|
|
558,675
|
|
|||||
Mexico
|
35,969
|
|
|
46,481
|
|
|
113,874
|
|
|
36,638
|
|
|
29,139
|
|
|||||
Total other products
|
571,541
|
|
|
660,890
|
|
|
722,493
|
|
|
711,561
|
|
|
587,814
|
|
|||||
Total net sales
|
$
|
8,583,365
|
|
|
$
|
8,411,148
|
|
|
$
|
8,121,382
|
|
|
$
|
7,535,698
|
|
|
$
|
6,881,629
|
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
|
||||||||
Prepared chicken
|
25.1
|
|
29.7
|
|
33.7
|
|
35.0
|
|
39.9
|
Fresh chicken
|
66.2
|
|
59.9
|
|
54.0
|
|
51.7
|
|
49.9
|
Export and other chicken
by-products
|
8.7
|
|
10.4
|
|
12.3
|
|
13.3
|
|
10.2
|
Total U.S. chicken
|
100.0
|
|
100.0
|
|
100.0
|
|
100.0
|
|
100.0
|
Name
|
|
Age
|
|
Positions
|
|
William W. Lovette
|
|
55
|
|
|
President and Chief Executive Officer
|
Fabio Sandri
|
|
43
|
|
|
Chief Financial Officer
|
•
|
It could affect our ability to satisfy our obligations under our credit agreements;
|
•
|
A substantial portion of our cash flow from operations is required to be dedicated to interest and principal payments and may not be available for operations, working capital, capital expenditures, expansion, acquisitions or general corporate or other purposes;
|
•
|
Our ability to obtain additional financing and to fund working capital, capital expenditures and other general corporate requirements in the future may be impaired;
|
•
|
We may be more highly leveraged than some of our competitors, which may place us at a competitive disadvantage;
|
•
|
Our flexibility in planning for, or reacting to, changes in our business may be limited;
|
•
|
It may limit our ability to pursue acquisitions and sell assets; and
|
•
|
It may make us more vulnerable in the event of a continued or new downturn in our business or the economy in general.
|
|
|
Operating
|
|
Idled
|
|
Capacity
(a)(b)
|
|
Average Capacity Utilization
(b)
|
|||
U.S. Facilities
|
|
|
|
|
|
|
|
|
|||
Fresh processing plants
|
|
23
|
|
|
6
|
|
|
32.5 million head
|
|
91.6
|
%
|
Prepared foods cook plants
|
|
5
|
|
|
3
|
|
|
11.4 million pounds
|
|
95.4
|
%
|
Feed mills
|
|
23
|
|
|
3
|
|
|
11.5 million tons
|
|
78.0
|
%
|
Hatcheries
|
|
29
|
|
|
3
|
|
|
2,131.8 million eggs
|
|
87.7
|
%
|
Rendering
|
|
5
|
|
|
2
|
|
|
8,186 tons
|
|
60.7
|
%
|
Pet food processing
|
|
3
|
|
|
—
|
|
|
1,493 tons
|
|
56.8
|
%
|
Freezers
|
|
1
|
|
|
1
|
|
|
125,000 square feet
|
|
N/A
|
|
Puerto Rico Facilities
|
|
|
|
|
|
|
|
|
|||
Fresh processing plant
|
|
1
|
|
|
—
|
|
|
336,000 head
|
|
94.3
|
%
|
Feed mill
|
|
1
|
|
|
—
|
|
|
112,320 tons
|
|
77.5
|
%
|
Hatchery
|
|
1
|
|
|
—
|
|
|
27.0 million eggs
|
|
77.6
|
%
|
Rendering
|
|
1
|
|
|
—
|
|
|
100 tons
|
|
71.1
|
%
|
Distribution center
|
|
1
|
|
|
—
|
|
|
N/A
|
|
N/A
|
|
Mexico Facilities
|
|
|
|
|
|
|
|
|
|||
Processing plants
|
|
3
|
|
|
—
|
|
|
2.8 million head
|
|
89.3
|
%
|
Feed mills
|
|
4
|
|
|
—
|
|
|
1.15 million tons
|
|
76.8
|
%
|
Hatcheries
|
|
6
|
|
|
—
|
|
|
247.9 million eggs
|
|
96.2
|
%
|
Rendering
|
|
2
|
|
|
—
|
|
|
26,000 tons
|
|
55.5
|
%
|
Distribution centers
|
|
13
|
|
|
—
|
|
|
N/A
|
|
N/A
|
|
(a)
|
Capacity is based on a five day week.
|
(b)
|
Capacity and utilization numbers do not include idled facilities.
|
|
2014 Prices
|
|
2013 Prices
|
||||||||||||
Quarter
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
First
|
$
|
19.83
|
|
|
$
|
15.46
|
|
|
$
|
9.29
|
|
|
$
|
7.24
|
|
Second
|
26.83
|
|
|
19.98
|
|
|
14.94
|
|
|
8.75
|
|
||||
Third
|
32.27
|
|
|
27.36
|
|
|
18.58
|
|
|
14.69
|
|
||||
Fourth
|
37.59
|
|
|
25.91
|
|
|
16.82
|
|
|
13.92
|
|
|
12/29/09
|
|
06/30/10
|
|
12/26/10
|
|
06/30/11
|
|
12/25/11
|
|
06/30/12
|
|
12/30/12
|
|
06/30/13
|
|
12/29/13
|
|
06/30/14
|
|
12/28/14
|
||||||||||||||||||||||
PPC
|
$
|
100.00
|
|
|
$
|
70.73
|
|
|
$
|
80.00
|
|
|
$
|
58.24
|
|
|
$
|
67.30
|
|
|
$
|
80.34
|
|
|
$
|
80.79
|
|
|
$
|
167.87
|
|
|
$
|
185.06
|
|
|
$
|
307.42
|
|
|
$
|
382.81
|
|
Russell 2000
|
100.00
|
|
|
96.85
|
|
|
126.08
|
|
|
133.08
|
|
|
121.13
|
|
|
130.31
|
|
|
136.86
|
|
|
161.86
|
|
|
193.49
|
|
|
200.12
|
|
|
205.10
|
|
|||||||||||
Peer Group
|
100.00
|
|
|
118.44
|
|
|
134.03
|
|
|
155.61
|
|
|
159.62
|
|
|
157.17
|
|
|
163.24
|
|
|
210.49
|
|
|
257.08
|
|
|
290.06
|
|
|
304.69
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(In thousands, except ratios and per share data)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Operating Results Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
8,583,365
|
|
|
$
|
8,411,148
|
|
|
$
|
8,121,382
|
|
|
$
|
7,535,698
|
|
|
$
|
6,881,629
|
|
Gross profit (loss)
(a)
|
1,393,995
|
|
|
845,439
|
|
|
435,832
|
|
|
(141,537
|
)
|
|
460,993
|
|
|||||
Operating income (loss)
(a)
|
1,203,115
|
|
|
658,863
|
|
|
250,342
|
|
|
(373,591
|
)
|
|
185,427
|
|
|||||
Interest expense, net
|
77,271
|
|
|
84,881
|
|
|
103,529
|
|
|
110,067
|
|
|
101,748
|
|
|||||
Loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,726
|
|
|||||
Reorganization items, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,541
|
|
|||||
Income (loss) before income taxes
(a)
|
1,102,391
|
|
|
573,940
|
|
|
153,062
|
|
|
(487,126
|
)
|
|
66,488
|
|
|||||
Income tax expense (benefit)
(b)
|
390,953
|
|
|
24,227
|
|
|
(20,980
|
)
|
|
8,564
|
|
|
(23,838
|
)
|
|||||
Net income (loss)
(a)
|
711,438
|
|
|
549,713
|
|
|
174,042
|
|
|
(495,690
|
)
|
|
90,326
|
|
|||||
Net income (loss) attributable to noncontrolling interest
|
(210
|
)
|
|
158
|
|
|
(192
|
)
|
|
1,082
|
|
|
3,185
|
|
|||||
Net income (loss) attributable to Pilgrim's Pride Corporation
(a)
|
711,648
|
|
|
549,555
|
|
|
174,234
|
|
|
(496,772
|
)
|
|
87,141
|
|
|||||
Ratio of earnings to fixed charges
(c)
|
12.96x
|
|
|
7.47x
|
|
|
2.34x
|
|
|
(d)
|
|
|
1.49x
|
|
|||||
Per Common Diluted Share Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) attributable to Pilgrim's Pride Corporation
|
$
|
2.74
|
|
|
$
|
2.12
|
|
|
$
|
0.70
|
|
|
$
|
(2.21
|
)
|
|
$
|
0.39
|
|
Adjusted net income
(loss) attributable to Pilgrim's Pride Corporation
(d)
|
2.96
|
|
|
2.14
|
|
|
0.68
|
|
|
(2.14
|
)
|
|
0.42
|
|
|||||
Book value
|
8.46
|
|
|
5.75
|
|
|
3.50
|
|
|
2.59
|
|
|
5.01
|
|
|||||
Balance Sheet Summary:
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
|
1,140,221
|
|
|
845,584
|
|
|
812,551
|
|
|
747,020
|
|
|
971,830
|
|
|||||
Total assets
|
3,119,063
|
|
|
3,172,402
|
|
|
2,913,869
|
|
|
2,879,545
|
|
|
3,218,898
|
|
|||||
Notes payable and current maturities of long-term debt
|
262
|
|
|
410,234
|
|
|
15,886
|
|
|
15,611
|
|
|
58,144
|
|
|||||
Long-term debt, less current maturities
|
3,980
|
|
|
501,999
|
|
|
1,148,870
|
|
|
1,408,001
|
|
|
1,281,160
|
|
|||||
Total stockholders’ equity
|
2,196,801
|
|
|
1,492,602
|
|
|
908,997
|
|
|
558,430
|
|
|
1,072,663
|
|
|||||
Cash Flow Summary:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from operating activities
|
1,066,692
|
|
|
878,533
|
|
|
199,624
|
|
|
(128,991
|
)
|
|
14,605
|
|
|||||
Depreciation and amortization
(e)
|
155,824
|
|
|
150,523
|
|
|
147,414
|
|
|
209,061
|
|
|
231,045
|
|
|||||
Impairment of goodwill and other assets
|
—
|
|
|
4,004
|
|
|
2,770
|
|
|
22,895
|
|
|
26,484
|
|
|||||
Purchases of investment securities
|
(55,100
|
)
|
|
(96,902
|
)
|
|
(162
|
)
|
|
(4,596
|
)
|
|
(17,201
|
)
|
|||||
Proceeds from sale or maturity of investment securities
|
152,050
|
|
|
—
|
|
|
688
|
|
|
15,852
|
|
|
68,100
|
|
|||||
Acquisitions of property, plant and equipment
|
(171,443
|
)
|
|
(116,223
|
)
|
|
(90,327
|
)
|
|
(135,968
|
)
|
|
(179,332
|
)
|
|||||
Cash flows from financing activities
|
(905,595
|
)
|
|
(250,214
|
)
|
|
(111,029
|
)
|
|
126,850
|
|
|
(29,480
|
)
|
|||||
Other Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
EBITDA
(f)(g)
|
1,321,774
|
|
|
800,398
|
|
|
393,942
|
|
|
(174,801
|
)
|
|
384,484
|
|
|||||
Adjusted EBITDA
(f)(g)
|
1,352,249
|
|
|
810,316
|
|
|
397,773
|
|
|
(134,413
|
)
|
|
482,118
|
|
|||||
Key Indicators (as a percent of net sales):
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross profit (loss)
(a)
|
16.2
|
%
|
|
10.1
|
%
|
|
5.4
|
%
|
|
(1.9
|
)%
|
|
6.7
|
%
|
|||||
Selling, general and administrative expenses
|
2.2
|
%
|
|
2.2
|
%
|
|
2.2
|
%
|
|
2.7
|
%
|
|
3.0
|
%
|
|||||
Operating income (loss)
(a)
|
14.0
|
%
|
|
7.8
|
%
|
|
3.1
|
%
|
|
(5.0
|
)%
|
|
2.7
|
%
|
|||||
Interest expense, net
|
0.9
|
%
|
|
1.0
|
%
|
|
1.3
|
%
|
|
1.5
|
%
|
|
1.5
|
%
|
|||||
Net income (loss)
(a)
|
8.3
|
%
|
|
6.5
|
%
|
|
2.1
|
%
|
|
(6.6
|
)%
|
|
1.3
|
%
|
(a)
|
Gross profit, operating income and net income include the following nonrecurring recoveries, restructuring charges and other unusual items for each of the years presented:
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Effect on gross profit and operating income:
|
|
|
|
||||||||||||||||
Operational restructuring charges
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2.0
|
)
|
|
$
|
(4.3
|
)
|
Additional effect on operating income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Administrative restructuring charges
|
(2.3
|
)
|
|
(5.7
|
)
|
|
(8.4
|
)
|
|
(26.9
|
)
|
|
(66.0
|
)
|
(b)
|
Income tax expense in 2014 resulted primarily from expense recorded on our year-to-date income. Income tax expense in 2013 resulted primarily from expense recorded on our year-to-date income offset by a decrease in valuation allowance as a result of year-to-date earnings. Income tax benefit in 2012 resulted primarily from a decrease in valuation allowance and a decrease in reserves for unrecognized tax benefits. Income tax expense in 2011 resulted primarily from an increase in valuation allowance and an increase in reserves for unrecognized tax benefits. Income tax benefit in 2010 resulted primarily from the benefit on the deconsolidation for tax purposes of the Mexico operations and a decrease in valuation allowance. The deconsolidation
|
(c)
|
For purposes of computing the ratio of earnings to fixed charges, earnings consist of income before income taxes plus fixed charges (excluding capitalized interest). Fixed charges consist of interest (including capitalized interest) on all indebtedness, amortization of capitalized financing costs and that portion of rental expense that we believe to be representative of interest. Earnings were inadequate to cover fixed charges by $490.6 million in 2011.
|
(d)
|
Adjusted net income (loss) attributable to Pilgrim's Pride Corporation per common diluted share is presented because it is used by us and we believe it is frequently used by securities analysts, investors and other interested parties, in addition to and not in lieu of results prepared in conformity with GAAP, to compare the performance of companies. Adjusted net income (loss) attributable to Pilgrim's Pride Corporation per common diluted share is not a measurement of financial performance under GAAP, has limitations as an analytical tool and should not be considered in isolation or as a substitute for an analysis of our results as reported under GAAP. It does not reflect the impact of earnings or charges resulting from matters we consider to not be indicative of our ongoing operations.
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Net income (loss) attributable to Pilgrim's Pride Corporation
|
$
|
711,648
|
|
|
$
|
549,555
|
|
|
$
|
174,234
|
|
|
$
|
(496,772
|
)
|
|
$
|
87,141
|
|
Loss on early extinguishment of debt
|
29,475
|
|
|
—
|
|
|
—
|
|
|
3,628
|
|
|
8,098
|
|
|||||
Foreign currency transaction losses (gains)
|
27,979
|
|
|
4,415
|
|
|
(4,810
|
)
|
|
12,601
|
|
|
212
|
|
|||||
Adjusted net income (loss) attributable to Pilgrim's Pride Corporation
|
769,102
|
|
|
553,970
|
|
|
169,424
|
|
|
(480,543
|
)
|
|
95,451
|
|
|||||
Weighted average diluted shares of common stock outstanding
|
259,471
|
|
|
259,241
|
|
|
250,216
|
|
|
224,996
|
|
|
224,996
|
|
|||||
Adjusted net income (loss) attributable to Pilgrim's Pride Corporation
per common diluted share
|
$
|
2.96
|
|
|
$
|
2.14
|
|
|
$
|
0.68
|
|
|
$
|
(2.14
|
)
|
|
$
|
0.42
|
|
(e)
|
Includes amortization of capitalized financing costs of approximately $13.7 million, $9.3 million, $10.1 million, $9.5 million and $14.8 million in 2014, 2013, 2012, 2011 and 2010, respectively.
|
(f)
|
“EBITDA” is defined as the sum of net income (loss) plus interest, taxes, depreciation and amortization . “Adjusted EBITDA” is calculated by adding to EBITDA certain items of expense and deducting from EBITDA certain items of income that we believe are not indicative of our ongoing operating performance consisting of: (i) income (loss) attributable to noncontrolling interests in the period from 2010 through 2014, (ii) restructuring charges in the period from 2010 through 2014, (iii) reorganization items in 2010, (iv) losses on early extinguishment of debt in 2010 and (v) foreign currency transaction losses (gains) in the period from 2010 through 2014. EBITDA is presented because it is used by us and we believe it is frequently used by securities analysts, investors and other interested parties, in addition to and not in lieu of results prepared in conformity with GAAP, to compare the performance of companies. We believe investors would be interested in our Adjusted EBITDA because this is how our management analyzes EBITDA applicable to continuing operations. We also believe that Adjusted EBITDA, in combination with our financial results calculated in accordance with GAAP, provides investors with additional perspective regarding the impact of certain significant items on EBITDA and facilitates a more direct comparison of its performance with its competitors. EBITDA and Adjusted EBITDA are not measurements of financial performance under GAAP. EBITDA and Adjusted EBITDA have limitations as analytical tools and should not be considered in isolation or as substitutes for an analysis of our results as reported under GAAP. Some of the limitations of these measures are:
|
•
|
They do not reflect our cash expenditures, future requirements for capital expenditures or contractual commitments;
|
•
|
They do not reflect changes in, or cash requirements for, our working capital needs;
|
•
|
They do not reflect the significant interest expense or the cash requirements necessary to service interest or principal payments on our debt;
|
•
|
Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements;
|
•
|
They are not adjusted for all non-cash income or expense items that are reflected in our statements of cash flows;
|
•
|
EBITDA does not reflect the impact of earnings or charges attributable to noncontrolling interests;
|
•
|
They do not reflect the impact of earnings or charges resulting from matters we consider to not be indicative of our ongoing operations; and
|
•
|
They do not reflect limitations on or costs related to transferring earnings from our subsidiaries to us.
|
(g)
|
In addition, other companies in our industry may calculate these measures differently than we do, limiting their usefulness as a comparative measure. Because of these limitations, EBITDA and Adjusted EBITDA should not be considered as an alternative to cash flow from operating activities or as a measure of liquidity or an alternative to net income as indicators of our operating performance or any other measures of performance derived in accordance with GAAP. You should compensate for these limitations by relying primarily on our GAAP results and using EBITDA and Adjusted EBITDA only on a supplemental basis.
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Net income (loss)
|
$
|
711,438
|
|
|
$
|
549,713
|
|
|
$
|
174,042
|
|
|
$
|
(495,690
|
)
|
|
$
|
90,326
|
|
Add:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense, net
(a)
|
77,271
|
|
|
84,881
|
|
|
103,529
|
|
|
110,067
|
|
|
101,748
|
|
|||||
Income tax expense (benefit)
|
390,953
|
|
|
24,227
|
|
|
(20,980
|
)
|
|
8,564
|
|
|
(23,838
|
)
|
|||||
Depreciation and amortization
(b)
|
155,824
|
|
|
150,884
|
|
|
147,414
|
|
|
211,780
|
|
|
231,045
|
|
|||||
Minus:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortization of capitalized financing costs
(c)
|
13,712
|
|
|
9,307
|
|
|
10,063
|
|
|
9,522
|
|
|
14,797
|
|
|||||
EBITDA
|
1,321,774
|
|
|
800,398
|
|
|
393,942
|
|
|
(174,801
|
)
|
|
384,484
|
|
|||||
Add:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency transaction losses (gains)
(d)
|
27,979
|
|
|
4,415
|
|
|
(4,810
|
)
|
|
12,601
|
|
|
212
|
|
|||||
Restructuring charges
(e)
|
2,286
|
|
|
5,661
|
|
|
8,449
|
|
|
28,869
|
|
|
70,340
|
|
|||||
Reorganization items, net
(f)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,541
|
|
|||||
Loss on early extinguishment of debt
(g)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,726
|
|
|||||
Minus:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) attributable to noncontrolling interest
|
(210
|
)
|
|
158
|
|
|
(192
|
)
|
|
1,082
|
|
|
3,185
|
|
|||||
Adjusted EBITDA
|
$
|
1,352,249
|
|
|
$
|
810,316
|
|
|
$
|
397,773
|
|
|
$
|
(134,413
|
)
|
|
$
|
482,118
|
|
(a)
|
Interest expense, net, consists of interest expense less interest income.
|
(b)
|
2013 and 2011 include $0.4 million and $2.7 million, respectively, of asset impairments not included in restructuring charges.
|
(c)
|
Amortization of capitalized financing costs is included in both interest expense, net and depreciation and amortization above.
|
(d)
|
The Company measures the financial statements of its Mexico subsidiaries as if the U.S. dollar were the functional currency. Accordingly, we remeasure assets and liabilities, other than non-monetary assets, of the Mexico subsidiaries at current exchange rates. We remeasure nonmonetary assets using the historical exchange rate in effect on the date of each asset's acquisition. Currency exchange gains or losses resulting from these remeasurements are included in the line item
Foreign currency transaction losses (gains)
in the Consolidated Statements of Income.
|
(e)
|
Restructuring charges includes tangible asset impairment, severance and change-in-control compensation costs, and losses incurred on both the sale of unneeded broiler eggs and flock depletion.
|
(f)
|
Reorganization items, net, includes professional fees directly related to our reorganization, the elimination of unamortized loan costs associated with certain of our terminated borrowing arrangements, the recognition in earnings of a previously unrealized gain on a derivative instrument purchased to hedge interest rate risk related to certain of our terminated borrowing arrangements, expenses related to the execution of a borrowing arrangement during our reorganization, costs related to post-petition facility closures, gains recognized on the sales of a processing facility and undeveloped land and a loss recognized on the sale of our interest in a hog farming joint venture.
|
(g)
|
Loss on early extinguishment of debt includes premiums paid and the elimination of unamortized loan costs related to the retirement of certain of our unsecured notes.
|
|
Corn
|
|
Soybean Meal
|
||||||||||||
|
Highest
Price
|
|
Lowest Price
|
|
Highest Price
|
|
Lowest Price
|
||||||||
|
|
|
|
||||||||||||
2014:
|
|
|
|
|
|
|
|
||||||||
Fourth Quarter
|
$
|
4.14
|
|
|
$
|
3.21
|
|
|
$
|
411.60
|
|
|
$
|
304.60
|
|
Third Quarter
|
4.24
|
|
|
3.23
|
|
|
464.20
|
|
|
307.20
|
|
||||
Second Quarter
|
5.16
|
|
|
4.39
|
|
|
506.00
|
|
|
448.40
|
|
||||
First Quarter
|
4.92
|
|
|
4.12
|
|
|
470.50
|
|
|
416.50
|
|
||||
2013:
|
|
|
|
|
|
|
|
||||||||
Fourth Quarter
|
4.49
|
|
|
4.12
|
|
|
464.60
|
|
|
392.80
|
|
||||
Third Quarter
|
7.17
|
|
|
4.49
|
|
|
535.30
|
|
|
396.00
|
|
||||
Second Quarter
|
7.18
|
|
|
6.29
|
|
|
490.30
|
|
|
391.80
|
|
||||
First Quarter
|
7.41
|
|
|
6.80
|
|
|
438.50
|
|
|
398.20
|
|
||||
2012:
|
|
|
|
|
|
|
|
||||||||
Fourth Quarter
|
8.46
|
|
|
6.88
|
|
|
518.00
|
|
|
393.00
|
|
||||
Third Quarter
|
8.49
|
|
|
5.70
|
|
|
541.80
|
|
|
407.50
|
|
||||
Second Quarter
|
6.77
|
|
|
5.51
|
|
|
437.50
|
|
|
374.30
|
|
||||
First Quarter
|
6.79
|
|
|
5.93
|
|
|
374.50
|
|
|
299.00
|
|
|
|
|
|
Change from 2013
|
|
|||||||
Source of net sales
|
|
2014
|
|
Amount
|
|
Percent
|
|
|||||
|
|
(In thousands, except percent data)
|
|
|||||||||
United States
|
|
$
|
7,647,036
|
|
|
$
|
146,824
|
|
|
2.0
|
%
|
(a)
|
Mexico
|
|
936,329
|
|
|
25,393
|
|
|
2.8
|
%
|
(b)
|
||
Total net sales
|
|
$
|
8,583,365
|
|
|
$
|
172,217
|
|
|
2.0
|
%
|
|
(a)
|
U.S. sales generated in 2014 increased $146.8 million, or 2.0%, from U.S. sales generated in 2013, primarily because of an increase in the net revenue per pound sold that was partially offset by a decrease in pounds sold. Increased net revenue per pound sold, which resulted primarily from an increase in market prices due to continued healthy demand for chicken products in combination with constrained supply, contributed $217.8 million, or 2.9 percentage points, to the revenue increase. A decrease in pounds sold partially offset the increase in revenue per pound sold by $70.8 million, or 0.9 percentage points. Included in U.S. sales generated during 2014 and 2013 were sales to JBS USA, LLC totaling $39.7 million and $61.9 million, respectively.
|
(b)
|
Mexico sales generated in 2014 increased $25.4 million, or 2.8%, from Mexico sales generated in 2013, primarily because of an increase in the net revenue per pound sold and an increase in sales volume partially offset by the impact of foreign currency translation. The increase in net revenue per pound contributed $42.4 million, or 4.7%, to the increase in sales. The increase in volume contributed $24.2 million, or 2.7 percentage points, to the increase in sales, partially offset by the unfavorable impact of foreign currency translation contributed $41.2 million, or 4.4 percentage points, to the revenue decrease.
|
|
|
|
|
Change from 2013
|
|
Percent of Net Sales
|
|
|||||||||||
Components of gross profit
|
|
2014
|
|
Amount
|
|
Percent
|
|
2014
|
|
2013
|
|
|||||||
|
|
(In thousands, except percent data)
|
|
|||||||||||||||
Net sales
|
|
$
|
8,583,365
|
|
|
$
|
172,217
|
|
|
2.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Cost of sales
|
|
7,189,370
|
|
|
(376,339
|
)
|
|
(5.0
|
)%
|
|
83.8
|
%
|
|
89.9
|
%
|
(a)(b)
|
||
Gross profit
|
|
$
|
1,393,995
|
|
|
$
|
548,556
|
|
|
64.9
|
%
|
|
16.2
|
%
|
|
10.1
|
%
|
|
Sources of gross profit
|
|
2014
|
|
Change from 2013
|
|||||||
Amount
|
|
Percent
|
|||||||||
|
(In thousands, except percent data)
|
||||||||||
United States
|
|
$
|
1,202,802
|
|
|
$
|
485,818
|
|
|
67.8
|
%
|
Mexico
|
|
191,193
|
|
|
62,738
|
|
|
48.8
|
%
|
||
Elimination
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||
Total gross profit
|
|
$
|
1,393,995
|
|
|
$
|
548,556
|
|
|
64.9
|
%
|
Sources of cost of sales
|
|
2014
|
|
Change from 2013
|
|
|||||||
Amount
|
|
Percent
|
|
|||||||||
|
(In thousands, except percent data)
|
|
||||||||||
United States
|
|
$
|
6,444,234
|
|
|
$
|
(338,994
|
)
|
|
(5.0
|
)%
|
(a)
|
Mexico
|
|
745,136
|
|
|
(37,345
|
)
|
|
(4.8
|
)%
|
(b)
|
||
Elimination
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
||
Total cost of sales
|
|
$
|
7,189,370
|
|
|
$
|
376,339
|
|
|
(5.0
|
)%
|
|
(a)
|
Cost of sales incurred by our U.S. operations in 2014 decreased $339.0 million, or 5.0%, from cost of sales incurred by our U.S. operations in 2013. Cost of sales decreased primarily because of a $464.7 million decrease in feed ingredients costs, a $23.6 million decrease in wages and benefits, a $17.2 million decrease in co-pack labor, a $15.4 million decrease in freight and storage and a $5.1 million decrease in repairs and maintenance. Decreases to cost of sales were partially offset by a decrease in derivative gains from $23.4 million in 2013 to $16.0 million in 2014, a $6.2 million increase in utilities costs, a $5.8 million increase in contract labor costs and a $2.6 million increase in lease costs. Other factors affecting U.S. cost of sales were immaterial.
|
(b)
|
Cost of sales incurred by the Mexico operations during 2014 decreased $37.3 million, or 4.8%, from cost of sales incurred by the Mexico operations during 2013. Cost of sales decreased primarily because of lower feed ingredients costs partially offset by the impact of foreign currency translation. The impact of lower feed ingredients costs contributed $41.6 million, or 6.8 percentage points, to the decrease in costs of sales. The impact of foreign currency translation contributed $31.9 million, or 4.1 percentage points, to the decrease in cost of sales. Cost of sales also decreased because of a $1.7 million decrease in wages and benefits offset by an increase of $4.1 million in freight and storage costs, a $2.4 million increase in contract labor costs, a $2.4 million increase in utilities costs, a $2.2 million increase in grower costs and a decrease in derivative gains from $1.8 million in 2013 to $0.2 million in 2014. Other factors affecting cost of sales were individually immaterial.
|
|
|
|
|
Change from 2013
|
|
Percent of Net Sales
|
|
|||||||||||
Components of operating income
|
|
2014
|
|
Amount
|
|
Percent
|
|
2014
|
|
2013
|
|
|||||||
|
|
(In thousands, except percent data)
|
|
|||||||||||||||
Gross profit
|
|
$
|
1,393,995
|
|
|
$
|
548,556
|
|
|
64.9
|
%
|
|
16.2
|
%
|
|
10.1
|
%
|
|
SG&A expenses
|
|
188,594
|
|
|
7,679
|
|
|
4.2
|
%
|
|
2.2
|
%
|
|
2.2
|
%
|
(a)(b)
|
||
Administrative restructuring charges
|
|
2,286
|
|
|
(3,375
|
)
|
|
(59.6
|
)%
|
|
—
|
%
|
|
0.1
|
%
|
(c)
|
||
Operating income
|
|
$
|
1,203,115
|
|
|
$
|
544,252
|
|
|
82.6
|
%
|
|
14.0
|
%
|
|
7.8
|
%
|
|
|
|
|
|
Change from 2013
|
|||||||
Source of operating income
|
|
2014
|
|
Amount
|
|
Percent
|
|||||
|
|
(In thousands, except percent data)
|
|||||||||
United States
|
|
$
|
1,031,120
|
|
|
$
|
480,025
|
|
|
87.1
|
%
|
Mexico
|
|
171,995
|
|
|
64,227
|
|
|
59.6
|
%
|
||
Elimination
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||
Total operating income
|
|
$
|
1,203,115
|
|
|
$
|
544,252
|
|
|
82.6
|
%
|
Sources of SG&A expenses
|
|
2014
|
|
Change from 2013
|
|
|||||||
Amount
|
|
Percent
|
|
|||||||||
|
|
(In thousands, except percent data)
|
|
|||||||||
United States
|
|
$
|
169,396
|
|
|
$
|
9,168
|
|
|
5.7
|
%
|
(a)
|
Mexico
|
|
19,198
|
|
|
(1,489
|
)
|
|
(7.2
|
)%
|
(b)
|
||
Total SG&A expense
|
|
$
|
188,594
|
|
|
$
|
7,679
|
|
|
4.2
|
%
|
|
Sources of administrative restructuring charges
|
|
2014
|
|
Change from 2013
|
|
|||||||
Amount
|
|
Percent
|
|
|||||||||
|
|
(In thousands, except percent data)
|
|
|||||||||
United States
|
|
$
|
2,286
|
|
|
$
|
(3,375
|
)
|
|
(59.6
|
)%
|
(c)
|
Total administrative restructuring charges
|
|
$
|
2,286
|
|
|
$
|
(3,375
|
)
|
|
(59.6
|
)%
|
|
(a)
|
SG&A expense incurred by the U.S. operations during 2014 increased $9.2 million, or 5.7%, from SG&A expense incurred by the U.S. operations during 2013 primarily because of an $8.2 million increase in employee wages and benefits, a $6.2 million increase in management fees charged for administrative functions shared with JBS USA, LLC and a $1.6 million increase in legal services expenses that were partially offset by a $2.2 million gain on asset disposals, a $1.4 million decrease in outside services expenses, a $1.4 million decrease in depreciation expenses, recognition of a $1.1 million bad debt recovery, a $1.0 million decrease in brokerage expenses and a $1.0 million decrease in contract labor expenses. Other factors affecting SG&A expense were individually immaterial.
|
(b)
|
SG&A expense incurred by the Mexico operations during 2014 decreased $1.5 million, or 7.2%, from SG&A expense incurred by the Mexico operations during 2013 primarily because of a $2.7 million decrease in contract labor expenses, a $2.0 million decrease in government fees and a $1.1 million decrease in management fees charged by the U.S. operations that were partially offset by a $2.8 million increase in employee wages and benefits, a $0.6 million loss recognized on asset disposals, a $0.4 million increase in marketing expenses and a $0.4 million increase in legal services expenses. Other factors affecting SG&A expense were individually immaterial.
|
(c)
|
Administrative restructuring charges incurred during 2014 decreased $3.4 million, or 59.6%, from administrative restructuring charges incurred during 2013. During 2014, we incurred administrative restructuring charges composed of (i) live operations rationalization costs of $0.9 million, (ii) employee-related costs of $0.6 million, (iii) other exit or disposal costs of $0.4 million and (iv) inventory valuation costs of $0.3 million.
|
|
|
|
|
Change from 2012
|
|
|||||||
Source of net sales
|
|
2013
|
|
Amount
|
|
Percent
|
|
|||||
|
|
(In thousands, except percent data)
|
|
|||||||||
United States
|
|
$
|
7,500,212
|
|
|
$
|
250,727
|
|
|
3.5
|
%
|
(a)
|
Mexico
|
|
910,936
|
|
|
39,039
|
|
|
4.5
|
%
|
(b)
|
||
Total net sales
|
|
$
|
8,411,148
|
|
|
$
|
289,766
|
|
|
3.6
|
%
|
|
(a)
|
U.S. sales generated in 2013 increased $250.7 million, or 3.5%, from U.S. sales generated in 2012, despite a decrease in the number of weeks included in the fiscal year from 53 in 2012 to 52 in 2013, primarily because of an increase in the net revenue per pound sold that was partially offset by a decrease in pounds sold. Increased net revenue per pound sold, which resulted primarily from an increase in market prices due to continued healthy demand for chicken products in combination with constrained supply, contributed $484.3 million, or 6.7 percentage points, to the revenue increase. A decrease in pounds sold partially offset the increase in revenue per pound sold by $233.6 million, or 3.2 percentage points. Included in U.S. sales generated during 2013 and 2012 were sales to JBS USA, LLC totaling $61.9 million and $206.7 million, respectively.
|
(b)
|
Mexico sales generated in 2013 increased $39.0 million, or 4.5%, from Mexico sales generated in 2012, despite a decrease in the number of weeks included in the respective fiscal years, primarily because of the favorable impact of foreign currency translation and an increase in market prices that were partially offset by a decrease in unit sales volume. The favorable impact of foreign currency translation contributed $28.3 million, or 3.2 percentage points, to the revenue increase. An increase in market prices contributed $19.8 million, or 2.3 percentage points to the revenue increase. A decrease in pounds sold partially offset the favorable impact of foreign currency translation and the increase in market prices by $9.1 million, or 1.0 percentage points, and resulted primarily from the lack of broiler eggs following the H7N3 influenza outbreak in Mexico in late 2012 and early 2013.
|
|
|
|
|
Change from 2012
|
|
Percent of Net Sales
|
|
|||||||||||
Components of gross profit
|
|
2013
|
|
Amount
|
|
Percent
|
|
2013
|
|
2012
|
|
|||||||
|
|
(In thousands, except percent data)
|
|
|||||||||||||||
Net sales
|
|
$
|
8,411,148
|
|
|
$
|
289,766
|
|
|
3.6
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Cost of sales
|
|
7,565,709
|
|
|
(119,841
|
)
|
|
(1.6
|
)%
|
|
89.9
|
%
|
|
94.6
|
%
|
(a) (b)
|
||
Gross profit
|
|
$
|
845,439
|
|
|
$
|
409,607
|
|
|
94.0
|
%
|
|
10.1
|
%
|
|
5.4
|
%
|
|
Sources of gross profit
|
|
2013
|
|
Change from 2012
|
|||||||
Amount
|
|
Percent
|
|||||||||
|
(In thousands, except percent data)
|
||||||||||
United States
|
|
$
|
717,864
|
|
|
$
|
385,253
|
|
|
115.8
|
%
|
Mexico
|
|
128,455
|
|
|
25,234
|
|
|
24.4
|
%
|
||
Elimination
|
|
(880
|
)
|
|
(880
|
)
|
|
—
|
%
|
||
Total gross profit
|
|
$
|
845,439
|
|
|
$
|
409,607
|
|
|
94.0
|
%
|
Sources of cost of sales
|
|
2013
|
|
Change from 2012
|
|
|||||||
Amount
|
|
Percent
|
|
|||||||||
|
(In thousands, except percent data)
|
|
||||||||||
United States
|
|
$
|
6,782,348
|
|
|
$
|
(134,526
|
)
|
|
(1.9
|
)%
|
(a)
|
Mexico
|
|
782,481
|
|
|
13,805
|
|
|
1.8
|
%
|
(b)
|
||
Elimination
|
|
880
|
|
|
880
|
|
|
—
|
%
|
|
||
Total cost of sales
|
|
$
|
7,565,709
|
|
|
$
|
(119,841
|
)
|
|
(1.6
|
)%
|
|
(a)
|
Cost of sales incurred by our U.S. operations in 2013 decreased $134.5 million, or 1.9%, from cost of sales incurred by our U.S. operations in 2012. Along with a decrease in the number of weeks included in the respective fiscal years, the reduction in cost of sales resulted from (i) a $57.9 million decrease in co-pack labor and meat, which resulted primarily from the decrease in sales volume, (ii) a $24.1 million decrease in insurance costs resulting primarily from improved workers compensation loss performance, (iii) a $14.6 million decrease in live production costs, which were lower primarily because of a reduction in feed ingredient costs, (iv) a $13.6 million increase in derivative gains, (v) the August 2012 disposal of our commercial egg business, which incurred cost of sales totaling $12.0 million in 2012, (vi) a $10.1 million decrease in freight and storage costs, (vii) a $9.7 million decrease in compensation and employee relations costs and (viii) a $5.2 million decrease in rental and lease costs. Other factors affecting U.S. cost of sales were immaterial.
|
(b)
|
Cost of sales incurred by the Mexico operations during 2013 increased $13.8 million, or 1.8%, from cost of sales incurred by the Mexico operations during 2012 despite the decrease in the number of weeks included in the respective fiscal years. The unfavorable impact of foreign currency translation contributed $24.3 million, or 3.2 percentage points, to the increase in cost of sales. Fertile egg purchases contributed $4.7 million, or 0.6% percentage points, and increased feed costs contributed $3.0 million, or 0.4 percentage points, to the increase in cost of sales. The impact of decreased sales volume, which resulted primarily from the lack of broiler eggs following the H7N3 influenza outbreak in Mexico, offset the increase in cost of sales by $10.0 million, or 1.3 percentage points. Finally, improved processing performance offset the increase in cost of sales by $8.8 million, or 1.1 percentage points. Other factors affecting Mexico cost of sales were immaterial.
|
|
|
|
|
Change from 2012
|
|
Percent of Net Sales
|
|
|||||||||||
Components of operating income
|
|
2013
|
|
Amount
|
|
Percent
|
|
2013
|
|
2012
|
|
|||||||
|
|
(In thousands, except percent data)
|
|
|||||||||||||||
Gross profit
|
|
$
|
845,439
|
|
|
$
|
409,607
|
|
|
94.0
|
%
|
|
10.1
|
%
|
|
5.4
|
%
|
|
SG&A expenses
|
|
180,915
|
|
|
3,874
|
|
|
2.2
|
%
|
|
2.2
|
%
|
|
2.2
|
%
|
(a)(b)
|
||
Administrative restructuring charges
|
|
5,661
|
|
|
(2,788
|
)
|
|
(33.0
|
)%
|
|
0.1
|
%
|
|
0.1
|
%
|
(c)
|
||
Operating income
|
|
$
|
658,863
|
|
|
$
|
408,521
|
|
|
(163.2
|
)%
|
|
7.8
|
%
|
|
3.1
|
%
|
|
|
|
|
|
Change from 2012
|
|||||||
Source of operating income
|
|
2013
|
|
Amount
|
|
Percent
|
|||||
|
|
(In thousands, except percent data)
|
|||||||||
United States
|
|
$
|
551,975
|
|
|
$
|
387,225
|
|
|
(235.0
|
)%
|
Mexico
|
|
107,768
|
|
|
22,176
|
|
|
(25.9
|
)%
|
||
Elimination
|
|
(880
|
)
|
|
(880
|
)
|
|
(100.0
|
)%
|
||
Total operating income
|
|
$
|
658,863
|
|
|
$
|
408,521
|
|
|
(163.2
|
)%
|
Sources of SG&A expenses
|
|
2013
|
|
Change from 2012
|
|
|||||||
Amount
|
|
Percent
|
|
|||||||||
|
|
(In thousands, except percent data)
|
|
|||||||||
United States
|
|
$
|
160,228
|
|
|
$
|
816
|
|
|
0.5
|
%
|
(a)
|
Mexico
|
|
20,687
|
|
|
3,058
|
|
|
17.3
|
%
|
(b)
|
||
Total SG&A expense
|
|
$
|
180,915
|
|
|
$
|
3,874
|
|
|
2.2
|
%
|
|
Sources of administrative restructuring charges
|
|
2013
|
|
Change from 2012
|
|
|||||||
Amount
|
|
Percent
|
|
|||||||||
|
|
(In thousands, except percent data)
|
|
|||||||||
United States
|
|
$
|
5,661
|
|
|
$
|
(2,788
|
)
|
|
(33.0
|
)%
|
(c)
|
Total administrative restructuring charges
|
|
$
|
5,661
|
|
|
$
|
(2,788
|
)
|
|
(33.0
|
)%
|
|
(a)
|
SG&A expenses incurred by the U.S. operations during 2013 increased $0.8 million, or 0.5%, from SG&A expenses incurred by the U.S. operations during 2012, despite a decrease in the number of weeks included in the respective fiscal years from 53 in 2012 to 52 in 2013, primarily because of a $15.0 million increase in payroll and related benefits expenses resulting primarily from higher incentive compensation and pension costs. This increase in SG&A expenses was partially offset by (i) an $8.2 million decrease in outside services and professional fees, (ii) a $3.5 million decrease in brokerage expenses and (iii) a $2.0 million decrease in depreciation and amortization expenses. Other factors affecting U.S. SG&A expenses were immaterial.
|
(b)
|
SG&A expense incurred by the Mexico operations during 2013 increased $3.1 million, or 17.3%, from SG&A expense incurred by the Mexico operations during 2012, despite a decrease in the number of weeks included in the respective fiscal years, primarily because of a $2.1 million fine assessed by a commission of the Mexican government that we are currently appealing. The unfavorable impact of foreign currency translation also contributed $0.6 million, or 3.6 percentage points, to the increase in SG&A expenses. Other factors affecting Mexico SG&A expenses were immaterial.
|
(c)
|
Administrative restructuring charges incurred during 2013 decreased $2.7 million, or 33.0%, from administrative restructuring charges incurred during 2012. During 2013, we incurred administrative restructuring charges related to noncash impairment charges of $3.7 million and live operations rationalization totaling $2.0 million. During 2012, we incurred administrative restructuring charges composed of (i) flock rationalization costs of $3.7
|
Source of Liquidity
(a)
|
|
Facility
Amount |
|
Amount
Outstanding |
|
Available
|
|
||||||
|
|
(In millions)
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10.0
|
|
(b)
|
Debt facilities:
|
|
|
|
|
|
|
|
||||||
U.S. Credit Facility
|
|
1,700.0
|
|
|
1,358.8
|
|
|
341.2
|
|
(c)
|
|||
Mexico Credit Facility (defined below)
|
|
38.1
|
|
|
—
|
|
|
38.1
|
|
(d)
|
(a)
|
We believe that the assumptions used provide a reasonable basis on which to present our available sources of liquidity as of December 28, 2014 after giving effect to the payment of the special cash dividend, the consummation of our acquisition of Tyson Mexico and the entry into our U.S. Credit Facility. The resulting presentation does not purport to be indicative of the available sources of liquidity that would actually have resulted if payment of the special cash dividend, consummation of our acquisition of Tyson Mexico and the related borrowings necessary to fund the special cash dividend and our acquisition of Tyson Mexico had been completed as of such date or that may result in the future. This presentation should be viewed in conjunction with the Consolidated Financial Statements and the Notes to Consolidated Financial Statements in this annual report.
|
(b)
|
We have assumed that $566.1 million of our cash and cash equivalents on hand at December 28, 2014 will be used to (i) fund a portion of the special cash dividend, (ii) fund a portion of our acquisition of Tyson Mexico and (iii) pay financing fees on our credit facilities.
|
(c)
|
Actual borrowings by us under the revolving loan commitment of the U.S. Credit Facility will be subject to a borrowing base, which is a formula based on certain eligible inventory and eligible receivables. Had the borrowing base under the U.S. Credit Facility been in effect on December 28, 2014, it would
have totaled $700.0 million. Availability under the revolving loan commitment of the U.S. Credit Facility will also be reduced by our outstanding standby letters of credit. Standby letters of credit outstanding at December 28, 2014 totaled $20.1 million. We have also assumed that proceeds of $1.33 billion from borrowings under the U.S. Credit Facility will be used to (i) fund a portion of the special cash dividend and (ii) fund a portion of our acquisition of Tyson Mexico.
|
(d)
|
The loan commitment under the Mexico Credit Facility is $560.0 million Mexican pesos. As of
December 28, 2014
, the U.S. dollar-equivalent of the loan commitment under the Mexico Credit Facility was
$38.1 million
.
|
|
|
Payments Due By Period
|
||||||||||||||||||
Contractual Obligations
(a)(b)
|
|
Total
|
|
2015
|
|
Years
2016-2017
|
|
Years
2018-2019
|
|
After
2020
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Long-term debt
(c)
|
|
$
|
3,633
|
|
|
$
|
116
|
|
|
$
|
3,517
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest
(d)
|
|
768
|
|
|
307
|
|
|
461
|
|
|
—
|
|
|
—
|
|
|||||
Capital leases
|
|
749
|
|
|
194
|
|
|
245
|
|
|
219
|
|
|
91
|
|
|||||
Operating leases
|
|
59,311
|
|
|
16,893
|
|
|
25,232
|
|
|
14,072
|
|
|
3,114
|
|
|||||
Derivative liabilities
|
|
22,683
|
|
|
22,683
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase obligations
(e)
|
|
498,700
|
|
|
493,300
|
|
|
5,400
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
585,844
|
|
|
$
|
533,493
|
|
|
$
|
34,855
|
|
|
$
|
14,291
|
|
|
$
|
3,205
|
|
(a)
|
The total amount of our unrecognized tax benefits at December 28, 2014 was $17.4 million. We did not include this amount in the contractual obligations table above as reasonable estimates cannot be made at this time of the amounts or timing of future cash outflows. The table above does not include estimated funding of our unfunded pension and other postretirement benefits obligations totaling approximately $78.5 million at December 28, 2014 as discussed in “Note 12. Pension and Other Postretirement Benefits” to the Consolidated Financial Statements.
|
(b)
|
As discussed in “- Executive Summary - Recent Developments”, we declared a special cash dividend of $1.5 billion on January 15, 2015. The table above does not reflect payment of the dividend or the related financing as such transactions will occur in 2015.
|
(c)
|
Long-term debt excludes $20.1 million in letters of credit outstanding related to normal business transactions.
|
(d)
|
Interest expense in the table above assumes the continuation of interest rates and outstanding borrowings under our credit facilities as of December 28, 2014.
|
(e)
|
Includes (i) agreements to purchase goods or services that are enforceable and legally binding on us and that specify all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum, or variable price provisions; and the approximate timing of the transaction and (ii) our obligation to purchase Tyson Mexico for approximately $400.0 million.
|
|
December 28, 2014
|
|
December 29, 2013
|
||||
|
(In thousands, except share and par value data)
|
||||||
Cash and cash equivalents
|
$
|
576,143
|
|
|
$
|
508,206
|
|
Investment in available-for-sale securities
|
—
|
|
|
96,902
|
|
||
Trade accounts and other receivables, less allowance for doubtful accounts
|
378,890
|
|
|
376,678
|
|
||
Accounts receivable from related parties
|
5,250
|
|
|
2,388
|
|
||
Inventories
|
790,305
|
|
|
808,832
|
|
||
Income taxes receivable
|
10,288
|
|
|
64,868
|
|
||
Current deferred tax assets
|
27,345
|
|
|
2,227
|
|
||
Prepaid expenses and other current assets
|
95,439
|
|
|
61,848
|
|
||
Assets held for sale
|
1,419
|
|
|
7,033
|
|
||
Total current assets
|
1,885,079
|
|
|
1,928,982
|
|
||
Deferred tax assets
|
—
|
|
|
18,921
|
|
||
Other long-lived assets
|
24,406
|
|
|
40,163
|
|
||
Identified intangible assets, net
|
26,783
|
|
|
32,525
|
|
||
Property, plant and equipment, net
|
1,182,795
|
|
|
1,151,811
|
|
||
Total assets
|
$
|
3,119,063
|
|
|
$
|
3,172,402
|
|
|
|
|
|
||||
Accounts payable
|
$
|
399,486
|
|
|
$
|
370,360
|
|
Accounts payable to related parties
|
4,862
|
|
|
3,934
|
|
||
Accrued expenses
|
311,879
|
|
|
283,355
|
|
||
Income taxes payable
|
3,068
|
|
|
—
|
|
||
Current deferred tax liabilities
|
25,301
|
|
|
15,515
|
|
||
Current maturities of long-term debt
|
262
|
|
|
410,234
|
|
||
Total current liabilities
|
744,858
|
|
|
1,083,398
|
|
||
Long-term debt, less current maturities
|
3,980
|
|
|
501,999
|
|
||
Deferred tax liabilities
|
76,216
|
|
|
13,944
|
|
||
Other long-term liabilities
|
97,208
|
|
|
80,459
|
|
||
Total liabilities
|
922,262
|
|
|
1,679,800
|
|
||
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
||
|
|
|
|
||||
Preferred stock, $.01 par value, 50,000,000 shares authorized; no shares issued
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value, 800,000,000 shares authorized; 259,029,033
shares issued and outstanding at year-end 2014 and 2013
|
2,590
|
|
|
2,590
|
|
||
Additional paid-in capital
|
1,662,354
|
|
|
1,653,119
|
|
||
Retained earnings (accumulated deficit)
|
591,492
|
|
|
(120,156
|
)
|
||
Accumulated other comprehensive loss
|
(62,541
|
)
|
|
(45,735
|
)
|
||
Total Pilgrim’s Pride Corporation stockholders’ equity
|
2,193,895
|
|
|
1,489,818
|
|
||
Noncontrolling interest
|
2,906
|
|
|
2,784
|
|
||
Total stockholders’ equity
|
2,196,801
|
|
|
1,492,602
|
|
||
Total liabilities and stockholders' equity
|
$
|
3,119,063
|
|
|
$
|
3,172,402
|
|
|
Fifty-Two Weeks
Ended December 28, 2014 |
|
Fifty-Two Weeks
Ended December 29, 2013 |
|
Fifty-Three Weeks
Ended December 30, 2012 |
||||||
|
(In thousands, except per share data)
|
||||||||||
Net sales
|
$
|
8,583,365
|
|
|
$
|
8,411,148
|
|
|
$
|
8,121,382
|
|
Cost of sales
|
7,189,370
|
|
|
7,565,709
|
|
|
7,685,550
|
|
|||
Gross profit
|
1,393,995
|
|
|
845,439
|
|
|
435,832
|
|
|||
Selling, general and administrative expense
|
188,594
|
|
|
180,915
|
|
|
177,041
|
|
|||
Administrative restructuring charges
|
2,286
|
|
|
5,661
|
|
|
8,449
|
|
|||
Operating income
|
1,203,115
|
|
|
658,863
|
|
|
250,342
|
|
|||
Interest expense, net of capitalized interest
|
82,097
|
|
|
87,006
|
|
|
104,926
|
|
|||
Interest income
|
(4,826
|
)
|
|
(2,125
|
)
|
|
(1,397
|
)
|
|||
Foreign currency transaction losses (gains)
|
27,979
|
|
|
4,415
|
|
|
(4,810
|
)
|
|||
Miscellaneous, net
|
(4,526
|
)
|
|
(4,373
|
)
|
|
(1,439
|
)
|
|||
Income before income taxes
|
1,102,391
|
|
|
573,940
|
|
|
153,062
|
|
|||
Income tax expense (benefit)
|
390,953
|
|
|
24,227
|
|
|
(20,980
|
)
|
|||
Net income
|
711,438
|
|
|
549,713
|
|
|
174,042
|
|
|||
Less: Net income (loss) attributable to noncontrolling interest
|
(210
|
)
|
|
158
|
|
|
(192
|
)
|
|||
Net income attributable to Pilgrim’s Pride Corporation
|
$
|
711,648
|
|
|
$
|
549,555
|
|
|
$
|
174,234
|
|
|
|
|
|
|
|
||||||
Weighted average shares of common stock outstanding:
|
|
|
|
|
|
||||||
Basic
|
258,974
|
|
|
258,826
|
|
|
250,101
|
|
|||
Effect of dilutive common stock equivalents
|
497
|
|
|
415
|
|
|
115
|
|
|||
Diluted
|
259,471
|
|
|
259,241
|
|
|
250,216
|
|
|||
|
|
|
|
|
|
||||||
Net income attributable to Pilgrim's Pride Corporation
per share of common stock outstanding:
|
|
|
|
|
|
||||||
Basic
|
$
|
2.75
|
|
|
$
|
2.12
|
|
|
$
|
0.70
|
|
Diluted
|
$
|
2.74
|
|
|
$
|
2.12
|
|
|
$
|
0.70
|
|
|
Fifty-Two Weeks
Ended December 28, 2014 |
|
Fifty-Two Weeks
Ended December 29, 2013 |
|
Fifty-Three Weeks
Ended December 30, 2012 |
|||||||
|
(In thousands)
|
|||||||||||
Net income
|
$
|
711,438
|
|
|
$
|
549,713
|
|
|
$
|
174,042
|
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|||||||
Unrealized holding gains (losses) on available-for-sale securities,
net of tax of $19, $0 and $0, respectively |
(31
|
)
|
|
62
|
|
|
(12
|
)
|
||||
Gain (loss) associated with pension and other postretirement
benefits, net of tax of $(10,173), $13,774 and $0, respectively |
(16,775
|
)
|
|
22,714
|
|
|
(22,429
|
)
|
||||
Total other comprehensive income (loss)
|
(16,806
|
)
|
|
22,776
|
|
|
(22,441
|
)
|
||||
Comprehensive income
|
694,632
|
|
|
572,489
|
|
|
151,601
|
|
||||
Less: Comprehensive income (loss) attributable to noncontrolling
interests
|
(210
|
)
|
|
158
|
|
|
(192
|
)
|
||||
Comprehensive income attributable to Pilgrim's Pride
Corporation
|
$
|
694,842
|
|
|
$
|
572,331
|
|
|
$
|
151,793
|
|
|
Pilgrim's Pride Corporation Stockholders
|
|
|
|
|
|||||||||||||||||||||
|
Common Stock
|
|
Additional
Paid-in Capital |
|
Retained Earnings (Accumulated
Deficit) |
|
Accumulated
Other Comprehensive Loss |
|
Noncontrolling
Interest |
|
Total
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||
|
(In thousands)
|
|||||||||||||||||||||||||
Balance at December 29, 2011
|
214,282
|
|
|
$
|
2,143
|
|
|
$
|
1,443,484
|
|
|
$
|
(843,945
|
)
|
|
$
|
(46,070
|
)
|
|
$
|
2,818
|
|
|
$
|
558,430
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
174,234
|
|
|
—
|
|
|
(192
|
)
|
|
174,042
|
|
||||||
Other comprehensive loss, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net unrealized holding losses on available-
for-sale securities, net of tax of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
||||||
Loss associated with pension and other
postretirement benefits, net of tax of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,429
|
)
|
|
—
|
|
|
(22,429
|
)
|
||||||
Common stock issued
|
44,444
|
|
|
444
|
|
|
197,837
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
198,281
|
|
||||||
Share-based compensation plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Common stock issued under compensation plans
|
273
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||||
Requisite service period recognition
|
—
|
|
|
—
|
|
|
682
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
682
|
|
||||||
Balance at December 30, 2012
|
258,999
|
|
|
2,590
|
|
|
1,642,003
|
|
|
(669,711
|
)
|
|
(68,511
|
)
|
|
2,626
|
|
|
908,997
|
|
||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
549,555
|
|
|
—
|
|
|
158
|
|
|
549,713
|
|
||||||
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net unrealized holding gains on available-
for-sale securities, net of tax of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
62
|
|
|
—
|
|
|
62
|
|
||||||
Gain associated with pension and other
postretirement benefits, net of tax of $13,774
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,714
|
|
|
—
|
|
|
22,714
|
|
||||||
Share-based compensation plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Common stock issued under compensation plans
|
30
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Requisite service period recognition
|
—
|
|
|
—
|
|
|
3,345
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,345
|
|
||||||
Tax benefit related to share-based compensation
|
—
|
|
|
—
|
|
|
7,771
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,771
|
|
||||||
Balance at December 29, 2013
|
259,029
|
|
|
2,590
|
|
|
1,653,119
|
|
|
(120,156
|
)
|
|
(45,735
|
)
|
|
2,784
|
|
|
1,492,602
|
|
||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
711,648
|
|
|
—
|
|
|
(210
|
)
|
|
711,438
|
|
||||||
Other comprehensive loss, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net unrealized holding losses on available-
for-sale securities, net of tax of $19
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
|
—
|
|
|
(31
|
)
|
||||||
Loss associated with pension and other
postretirement benefits, net of tax of
$(10,173)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,775
|
)
|
|
—
|
|
|
(16,775
|
)
|
||||||
Issuance of subsidiary common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
332
|
|
|
332
|
|
||||||
Equity contribution under Tax Sharing Agreement
between JBS USA Holdings Inc. and
Pilgrim's Pride Corporation
|
—
|
|
|
—
|
|
|
3,849
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,849
|
|
||||||
Share-based compensation plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Requisite service period recognition
|
—
|
|
|
—
|
|
|
4,928
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,928
|
|
||||||
Tax benefit related to share-based compensation
|
—
|
|
|
—
|
|
|
458
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
458
|
|
||||||
Balance at December 28, 2014
|
259,029
|
|
|
$
|
2,590
|
|
|
$
|
1,662,354
|
|
|
$
|
591,492
|
|
|
$
|
(62,541
|
)
|
|
$
|
2,906
|
|
|
$
|
2,196,801
|
|
|
Fifty-Two Weeks
Ended December 28, 2014 |
|
Fifty-Two Weeks
Ended December 29, 2013 |
|
Fifty-Three Weeks
Ended December 30, 2012 |
||||||
|
(In thousands)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
711,438
|
|
|
$
|
549,713
|
|
|
$
|
174,042
|
|
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
155,824
|
|
|
150,523
|
|
|
147,414
|
|
|||
Asset impairment
|
—
|
|
|
4,004
|
|
|
2,770
|
|
|||
Foreign currency transaction losses (gains)
|
38,129
|
|
|
3,382
|
|
|
(5,261
|
)
|
|||
Accretion of bond discount
|
2,243
|
|
|
456
|
|
|
456
|
|
|||
Loss (gain) on property disposals
|
(1,407
|
)
|
|
2,395
|
|
|
5,306
|
|
|||
Share-based compensation
|
4,928
|
|
|
3,345
|
|
|
684
|
|
|||
Deferred income tax expense (benefit)
|
78,943
|
|
|
(4,999
|
)
|
|
(1,098
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Restricted cash and cash equivalents
|
—
|
|
|
—
|
|
|
12,680
|
|
|||
Trade accounts and other receivables
|
(9,526
|
)
|
|
7,235
|
|
|
(14,137
|
)
|
|||
Inventories
|
10,638
|
|
|
142,675
|
|
|
(65,870
|
)
|
|||
Prepaid expenses and other current assets
|
(38,010
|
)
|
|
(6,070
|
)
|
|
(2,600
|
)
|
|||
Accounts payable and accrued expenses
|
44,833
|
|
|
49,625
|
|
|
(16,520
|
)
|
|||
Income taxes
|
74,705
|
|
|
(21,546
|
)
|
|
(33,714
|
)
|
|||
Deposits
|
—
|
|
|
1,877
|
|
|
1,783
|
|
|||
Long-term pension and other postretirement obligations
|
(5,784
|
)
|
|
(6,837
|
)
|
|
(2,700
|
)
|
|||
Other
|
(262
|
)
|
|
2,755
|
|
|
(3,611
|
)
|
|||
Cash provided by operating activities
|
1,066,692
|
|
|
878,533
|
|
|
199,624
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Acquisitions of property, plant and equipment
|
(171,443
|
)
|
|
(116,223
|
)
|
|
(90,327
|
)
|
|||
Purchases of investment securities
|
(55,100
|
)
|
|
(96,902
|
)
|
|
(162
|
)
|
|||
Proceeds from sale or maturity of investment securities
|
152,050
|
|
|
—
|
|
|
688
|
|
|||
Proceeds from property disposals
|
11,108
|
|
|
31,337
|
|
|
29,400
|
|
|||
Cash used in investing activities
|
(63,385
|
)
|
|
(181,788
|
)
|
|
(60,401
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Payments on notes payable to JBS USA
|
—
|
|
|
—
|
|
|
(50,000
|
)
|
|||
Proceeds from long-term debt
|
—
|
|
|
505,600
|
|
|
851,400
|
|
|||
Payments on long-term debt
|
(910,234
|
)
|
|
(758,578
|
)
|
|
(1,110,711
|
)
|
|||
Proceeds from sale of subsidiary common stock
|
332
|
|
|
—
|
|
|
198,282
|
|
|||
Proceeds from equity contribution under Tax Sharing Agreement between
JBS USA Holdings Inc. and Pilgrim's Pride Corporation |
3,849
|
|
|
—
|
|
|
—
|
|
|||
Tax benefit related to share-based compensation
|
458
|
|
|
7,771
|
|
|
—
|
|
|||
Payment of capitalized loan costs
|
—
|
|
|
(5,007
|
)
|
|
—
|
|
|||
Cash used in financing activities
|
(905,595
|
)
|
|
(250,214
|
)
|
|
(111,029
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(29,775
|
)
|
|
(6,505
|
)
|
|
(1,623
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
67,937
|
|
|
440,026
|
|
|
26,571
|
|
|||
Cash and cash equivalents, beginning of period
|
508,206
|
|
|
68,180
|
|
|
41,609
|
|
|||
Cash and cash equivalents, end of period
|
$
|
576,143
|
|
|
$
|
508,206
|
|
|
$
|
68,180
|
|
Supplemental Disclosure Information:
|
|
|
|
|
|
||||||
Interest paid (net of amount capitalized)
|
$
|
71,558
|
|
|
$
|
80,320
|
|
|
$
|
96,657
|
|
Income taxes paid
|
257,152
|
|
|
30,057
|
|
|
10,931
|
|
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.
|
|
|
December 28, 2014
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
(In thousands)
|
||||||||||||||
Derivative assets - commodity futures instruments
|
|
$
|
8,416
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,416
|
|
Derivative assets - foreign currency futures instruments
|
|
2,563
|
|
|
—
|
|
|
—
|
|
|
2,563
|
|
||||
Deferred compensation plan assets
|
|
6,753
|
|
|
—
|
|
|
—
|
|
|
6,753
|
|
||||
Derivative liabilities - commodity futures instruments
|
|
(8,580
|
)
|
|
—
|
|
|
—
|
|
|
(8,580
|
)
|
||||
Derivative liabilities - commodity options instruments
|
|
(14,103
|
)
|
|
—
|
|
|
—
|
|
|
(14,103
|
)
|
||||
Long-term debt and other borrowing arrangements:
|
|
|
|
|
|
|
|
|
||||||||
Public bonds and notes
|
|
(3,979
|
)
|
|
—
|
|
|
—
|
|
|
(3,979
|
)
|
||||
Capitalized lease obligations
|
|
—
|
|
|
—
|
|
|
(587
|
)
|
|
(587
|
)
|
|
|
December 29, 2013
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
(In thousands)
|
||||||||||||||
Short-term investments in available-for-sale securities
|
|
$
|
—
|
|
|
$
|
96,902
|
|
|
$
|
—
|
|
|
$
|
96,902
|
|
Derivative assets - commodity futures instruments
|
|
1,494
|
|
|
—
|
|
|
—
|
|
|
1,494
|
|
||||
Derivative assets - commodity options instruments
|
|
—
|
|
|
1,395
|
|
|
—
|
|
|
1,395
|
|
||||
Derivative assets - foreign currency futures instruments
|
|
1,214
|
|
|
—
|
|
|
—
|
|
|
1,214
|
|
||||
Deferred compensation plan assets
|
|
7,208
|
|
|
—
|
|
|
—
|
|
|
7,208
|
|
||||
Derivative liabilities - commodity futures instruments
|
|
(1,728
|
)
|
|
—
|
|
|
—
|
|
|
(1,728
|
)
|
||||
Long-term debt and other borrowing arrangements:
|
|
|
|
|
|
|
|
|
||||||||
Public bonds and notes
|
|
(552,592
|
)
|
|
—
|
|
|
—
|
|
|
(552,592
|
)
|
||||
Term notes and revolver
|
|
—
|
|
|
—
|
|
|
(424,650
|
)
|
|
(424,650
|
)
|
||||
Capitalized lease obligations
|
|
—
|
|
|
—
|
|
|
(704
|
)
|
|
(704
|
)
|
|
|
Term Notes and Revolver
|
|
Capitalized Lease Obligations
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Change in Value of Level 3 Liabilities:
|
|
(In thousands)
|
||||||||||||||
Balance, beginning of period
|
|
$
|
(424,650
|
)
|
|
$
|
(686,435
|
)
|
|
$
|
(704
|
)
|
|
$
|
(880
|
)
|
Borrowings
|
|
—
|
|
|
(509,500
|
)
|
|
—
|
|
|
—
|
|
||||
Payments
|
|
410,099
|
|
|
762,091
|
|
|
135
|
|
|
124
|
|
||||
Change in fair value inputs
|
|
14,551
|
|
|
9,194
|
|
|
(18
|
)
|
|
52
|
|
||||
Balance, end of period
|
|
$
|
—
|
|
|
$
|
(424,650
|
)
|
|
$
|
(587
|
)
|
|
$
|
(704
|
)
|
|
|
December 28, 2014
|
|
December 29, 2013
|
|
|
||||||||||||
|
|
Carrying
Amount |
|
Fair
Value |
|
Carrying
Amount |
|
Fair
Value |
|
Note Reference
|
||||||||
|
|
|
|
(In thousands)
|
|
|
|
|
||||||||||
Short-term investments in available-for-sale securities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
96,902
|
|
|
$
|
96,902
|
|
|
5
|
Derivative assets - commodity futures instruments
|
|
8,416
|
|
|
8,416
|
|
|
1,494
|
|
|
1,494
|
|
|
6
|
||||
Derivative assets - commodity options instruments
|
|
—
|
|
|
—
|
|
|
1,395
|
|
|
1,395
|
|
|
6
|
||||
Derivative assets - foreign currency futures instruments
|
|
2,563
|
|
|
2,563
|
|
|
1,214
|
|
|
1,214
|
|
|
6
|
||||
Deferred compensation plan assets
|
|
6,753
|
|
|
6,753
|
|
|
7,208
|
|
|
7,208
|
|
|
|
||||
Derivative liabilities - commodity futures instruments
|
|
(8,580
|
)
|
|
(8,580
|
)
|
|
(1,728
|
)
|
|
(1,728
|
)
|
|
6
|
||||
Derivative liabilities - commodity options instruments
|
|
(14,103
|
)
|
|
(14,103
|
)
|
|
—
|
|
|
—
|
|
|
6
|
||||
Long-term debt and other borrowing arrangements
|
|
(4,242
|
)
|
|
(4,566
|
)
|
|
(912,233
|
)
|
|
(977,946
|
)
|
|
10
|
|
December 28, 2014
|
|
December 29, 2013
|
||||
|
(In thousands)
|
||||||
Trade accounts receivable
|
$
|
371,268
|
|
|
$
|
369,715
|
|
Accounts receivable from related parties
(a)
|
5,250
|
|
|
2,388
|
|
||
Receivables from officers and employees
|
—
|
|
|
14
|
|
||
Notes receivable - current
|
1,088
|
|
|
—
|
|
||
Other receivables
|
9,059
|
|
|
11,005
|
|
||
Receivables, gross
|
386,665
|
|
|
383,122
|
|
||
Allowance for doubtful accounts
|
(2,525
|
)
|
|
(4,056
|
)
|
||
Receivables, net
|
$
|
384,140
|
|
|
$
|
379,066
|
|
(a)
|
Additional information regarding accounts receivable from related parties is included in “Note 15. Related Party Transactions.”
|
|
December 28, 2014
|
|
December 29, 2013
|
||||
|
(In thousands)
|
||||||
Live chicken and hens
|
$
|
363,438
|
|
|
$
|
368,582
|
|
Feed, eggs and other
|
198,681
|
|
|
216,045
|
|
||
Finished chicken products
|
227,649
|
|
|
223,932
|
|
||
Total chicken inventories
|
789,768
|
|
|
808,559
|
|
||
Commercial feed, table eggs and other
|
537
|
|
|
273
|
|
||
Total inventories
|
$
|
790,305
|
|
|
$
|
808,832
|
|
|
December 28, 2014
|
|
December 29, 2013
|
||||||||||||
|
Cost |
|
Fair
Value |
|
Cost |
|
Fair
Value |
||||||||
|
(In thousands)
|
||||||||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Fixed income securities
|
$
|
204,286
|
|
|
$
|
204,286
|
|
|
$
|
103,121
|
|
|
$
|
103,121
|
|
Other
|
80
|
|
|
80
|
|
|
56
|
|
|
56
|
|
||||
Current investments:
|
|
|
|
|
|
|
|
||||||||
Fixed income securities
|
—
|
|
|
—
|
|
|
96,902
|
|
|
96,902
|
|
|
December 28, 2014
|
|
December 29, 2013
|
||||
|
(Fair values in thousands)
|
||||||
Fair values:
|
|
|
|
||||
Commodity derivative assets
|
$
|
8,416
|
|
|
$
|
2,889
|
|
Commodity derivative liabilities
|
(22,683
|
)
|
|
(1,728
|
)
|
||
Foreign currency derivative assets
|
2,563
|
|
|
1,214
|
|
||
Cash collateral posted with brokers
|
25,205
|
|
|
4,142
|
|
||
Derivatives Coverage
(a)
:
|
|
|
|
||||
Corn
|
(8.2
|
)%
|
|
1.1
|
%
|
||
Soybean meal
|
(16.1
|
)%
|
|
(3.6
|
)%
|
||
Period through which stated percent of needs are covered:
|
|
|
|
||||
Corn
|
September 2016
|
|
|
September 2015
|
|
||
Soybean meal
|
July 2015
|
|
|
July 2014
|
|
(a)
|
Derivatives coverage is the percent of anticipated corn and soybean meal needs covered by outstanding derivative instruments through a specified date.
|
|
Useful Life
(Years)
|
|
Original Cost
|
|
Accumulated
Amortization
|
|
Carrying
Amount
|
||||||
|
|
|
|
|
(In thousands)
|
|
|
||||||
December 29, 2013:
|
|
|
|
|
|
|
|
||||||
Trade names
|
3–15
|
|
$
|
40,143
|
|
|
$
|
(31,081
|
)
|
|
$
|
9,062
|
|
Customer relationships
|
13
|
|
51,000
|
|
|
(27,537
|
)
|
|
23,463
|
|
|||
Non-compete agreements
|
3
|
|
300
|
|
|
(300
|
)
|
|
—
|
|
|||
Total intangible assets
|
|
|
$
|
91,443
|
|
|
$
|
(58,918
|
)
|
|
$
|
32,525
|
|
December 28, 2014:
|
|
|
|
|
|
|
|
||||||
Trade names
|
3–15
|
|
$
|
40,143
|
|
|
$
|
(32,900
|
)
|
|
$
|
7,243
|
|
Customer relationships
|
13
|
|
51,000
|
|
|
(31,460
|
)
|
|
19,540
|
|
|||
Non-compete agreements
|
3
|
|
300
|
|
|
(300
|
)
|
|
—
|
|
|||
Total intangible assets
|
|
|
$
|
91,443
|
|
|
$
|
(64,660
|
)
|
|
$
|
26,783
|
|
|
December 28, 2014
|
|
December 29, 2013
|
||||
|
(In thousands)
|
||||||
Land
|
$
|
66,798
|
|
|
$
|
66,071
|
|
Buildings
|
1,086,690
|
|
|
1,077,859
|
|
||
Machinery and equipment
|
1,537,241
|
|
|
1,502,968
|
|
||
Autos and trucks
|
52,639
|
|
|
55,779
|
|
||
Construction-in-progress
|
129,701
|
|
|
66,926
|
|
||
Property, plant and equipment, gross
|
2,873,069
|
|
|
2,769,603
|
|
||
Accumulated depreciation
|
(1,690,274
|
)
|
|
(1,617,792
|
)
|
||
Property, plant and equipment, net
|
$
|
1,182,795
|
|
|
$
|
1,151,811
|
|
|
December 28, 2014
|
|
December 29, 2013
|
||||
|
(In thousands)
|
||||||
Accounts payable:
|
|
|
|
||||
Trade accounts
|
$
|
347,107
|
|
|
$
|
313,266
|
|
Book overdrafts
|
47,320
|
|
|
55,378
|
|
||
Other payables
|
5,059
|
|
|
1,716
|
|
||
Total accounts payable
|
399,486
|
|
|
370,360
|
|
||
Accounts payable to related parties
(a)
|
4,862
|
|
|
3,934
|
|
||
Accrued expenses and other current liabilities:
|
|
|
|
||||
Compensation and benefits
|
123,495
|
|
|
100,965
|
|
||
Interest and debt-related fees
|
780
|
|
|
7,558
|
|
||
Insurance and self-insured claims
|
85,240
|
|
|
99,244
|
|
||
Derivative liabilities:
|
|
|
|
||||
Futures
|
8,580
|
|
|
1,729
|
|
||
Options
|
14,103
|
|
|
—
|
|
||
Other accrued expenses
|
79,681
|
|
|
73,859
|
|
||
Total accrued expenses and other current liabilities
|
311,879
|
|
|
283,355
|
|
||
|
$
|
716,227
|
|
|
$
|
657,649
|
|
(a)
|
Additional information regarding accounts payable to related parties is included in “Note 15. Related Party Transactions.”
|
10.
|
LONG-TERM DEBT AND OTHER BORROWING ARRANGEMENTS
|
|
Maturity
|
|
December 28, 2014
|
|
December 29, 2013
|
||||
|
|
|
(In thousands)
|
||||||
Senior notes, at 7 7/8%, net of unaccreted discount
|
2018
|
|
$
|
—
|
|
|
$
|
497,757
|
|
2013 U.S. Credit Facility (defined below) Term B-1 note payable at
2.4375%
|
2014
|
|
—
|
|
|
204,880
|
|
||
2013 U.S. Credit Facility (defined below) Term B-2 note payable at
9.00%
|
2014
|
|
—
|
|
|
205,219
|
|
||
2013 U.S. Credit Facility (defined below) revolving note payable
|
2018
|
|
—
|
|
|
—
|
|
||
Mexico Credit Facility (defined below) with notes payable at TIIE Rate
plus 1.05%
|
2014
|
|
—
|
|
|
—
|
|
||
Subordinated Loan Agreement (defined below)
|
2015
|
|
—
|
|
|
—
|
|
||
Other
|
Various
|
|
4,242
|
|
|
4,377
|
|
||
Long-term debt
|
|
|
4,242
|
|
|
912,233
|
|
||
Less: Current maturities of long-term debt
|
|
|
(262
|
)
|
|
(410,234
|
)
|
||
Long-term debt, less current maturities
|
|
|
$
|
3,980
|
|
|
$
|
501,999
|
|
2015
|
$
|
262
|
|
2016
|
87
|
|
|
2017
|
3,611
|
|
|
2018
|
102
|
|
|
2019
|
92
|
|
|
Thereafter
|
88
|
|
|
Total maturities
|
$
|
4,242
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In thousands)
|
||||||||||
U.S.
|
$
|
953,027
|
|
|
$
|
469,395
|
|
|
$
|
62,332
|
|
Foreign
|
149,364
|
|
|
104,545
|
|
|
90,730
|
|
|||
Total
|
$
|
1,102,391
|
|
|
$
|
573,940
|
|
|
$
|
153,062
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In thousands)
|
||||||||||
Current:
|
|
|
|
||||||||
Federal
|
$
|
262,403
|
|
|
$
|
(427
|
)
|
|
$
|
(28,883
|
)
|
Foreign
|
22,867
|
|
|
26,206
|
|
|
9,279
|
|
|||
State and other
|
24,056
|
|
|
3,512
|
|
|
(211
|
)
|
|||
Total current
|
309,326
|
|
|
29,291
|
|
|
(19,815
|
)
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
29,737
|
|
|
22,923
|
|
|
(293
|
)
|
|||
Foreign
|
31,332
|
|
|
(3,648
|
)
|
|
(835
|
)
|
|||
State and other
|
20,558
|
|
|
(24,339
|
)
|
|
(37
|
)
|
|||
Total deferred
|
81,627
|
|
|
(5,064
|
)
|
|
(1,165
|
)
|
|||
|
$
|
390,953
|
|
|
$
|
24,227
|
|
|
$
|
(20,980
|
)
|
|
2014
|
|
2013
|
|
2012
|
|
|||
Federal income tax rate
|
35.0
|
|
%
|
35.0
|
|
%
|
35.0
|
|
%
|
State tax rate, net
|
2.6
|
|
|
2.3
|
|
|
2.5
|
|
|
Permanent items
|
0.4
|
|
|
1.4
|
|
|
1.5
|
|
|
Domestic production activity
|
(2.4
|
)
|
|
(1.2
|
)
|
|
—
|
|
|
Difference in U.S. statutory tax rate and foreign
country effective tax rate
|
(1.0
|
)
|
|
(1.0
|
)
|
|
(3.3
|
)
|
|
Tax credits
|
—
|
|
|
(3.0
|
)
|
|
(2.3
|
)
|
|
Change in reserve for unrecognized tax
benefits
|
—
|
|
|
—
|
|
|
(10.4
|
)
|
|
Change in valuation allowance
|
—
|
|
|
(31.0
|
)
|
|
(34.4
|
)
|
|
Other
|
0.9
|
|
|
1.7
|
|
|
(2.3
|
)
|
|
Total
|
35.5
|
|
%
|
4.2
|
|
%
|
(13.7
|
)
|
%
|
|
December 28, 2014
|
|
December 29, 2013
|
||||
|
(In thousands)
|
||||||
Deferred tax liabilities:
|
|
|
|
||||
PP&E and identified intangible assets
|
$
|
126,536
|
|
|
$
|
125,197
|
|
Inventories
|
48,365
|
|
|
74,287
|
|
||
Insurance claims and losses
|
36,953
|
|
|
33,625
|
|
||
All other current
|
18,696
|
|
|
9,453
|
|
||
All other noncurrent
|
8,105
|
|
|
9,031
|
|
||
Total deferred tax liabilities
|
238,655
|
|
|
251,593
|
|
||
Deferred tax assets:
|
|
|
|
||||
Net operating losses
|
5,842
|
|
|
20,907
|
|
||
Foreign net operating losses
|
7,873
|
|
|
15,437
|
|
||
Credit carry forwards
|
2,916
|
|
|
79,555
|
|
||
Allowance for doubtful accounts
|
4,261
|
|
|
4,510
|
|
||
Accrued liabilities
|
52,772
|
|
|
47,384
|
|
||
All other current
|
9,755
|
|
|
12,282
|
|
||
All other noncurrent
|
20,857
|
|
|
10,292
|
|
||
Workers compensation
|
43,309
|
|
|
42,951
|
|
||
Pension and other postretirement benefits
|
26,049
|
|
|
20,364
|
|
||
Total deferred tax assets
|
173,634
|
|
|
253,682
|
|
||
Valuation allowance
|
(9,150
|
)
|
|
(10,400
|
)
|
||
Net deferred tax assets
|
164,484
|
|
|
243,282
|
|
||
Net deferred tax liabilities
|
$
|
74,171
|
|
|
$
|
8,311
|
|
|
December 28, 2014
|
|
December 29, 2013
|
||||
|
(In thousands)
|
||||||
Unrecognized tax benefits, beginning of year
|
$
|
17,117
|
|
|
$
|
16,643
|
|
Increase as a result of tax positions taken during the current year
|
999
|
|
|
978
|
|
||
Increase as a result of tax positions taken during prior years
|
—
|
|
|
232
|
|
||
Decrease as a result of tax positions taken during prior years
|
(101
|
)
|
|
—
|
|
||
Decrease for lapse in statute of limitations
|
(619
|
)
|
|
(736
|
)
|
||
Unrecognized tax benefits, end of year
|
$
|
17,396
|
|
|
$
|
17,117
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Change in projected benefit obligation:
|
(In thousands)
|
||||||||||||||
Projected benefit obligation, beginning of year
|
$
|
170,030
|
|
|
$
|
194,434
|
|
|
$
|
1,705
|
|
|
$
|
1,933
|
|
Interest cost
|
8,103
|
|
|
7,954
|
|
|
81
|
|
|
78
|
|
||||
Actuarial losses (gains)
|
24,670
|
|
|
(24,315
|
)
|
|
(10
|
)
|
|
(92
|
)
|
||||
Benefits paid
|
(12,154
|
)
|
|
(8,043
|
)
|
|
—
|
|
|
—
|
|
||||
Curtailments and settlements
|
(248
|
)
|
|
—
|
|
|
(119
|
)
|
|
(214
|
)
|
||||
Projected benefit obligation, end of year
|
$
|
190,401
|
|
|
$
|
170,030
|
|
|
$
|
1,657
|
|
|
$
|
1,705
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Change in plan assets:
|
(In thousands)
|
||||||||||||||
Fair value of plan assets, beginning of year
|
$
|
108,496
|
|
|
$
|
92,283
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
3,944
|
|
|
16,489
|
|
|
—
|
|
|
—
|
|
||||
Contributions by employer
|
13,514
|
|
|
7,767
|
|
|
119
|
|
|
214
|
|
||||
Benefits paid
|
(12,154
|
)
|
|
(8,043
|
)
|
|
—
|
|
|
—
|
|
||||
Curtailments and settlements
|
(248
|
)
|
|
—
|
|
|
(119
|
)
|
|
(214
|
)
|
||||
Fair value of plan assets, end of year
|
$
|
113,552
|
|
|
$
|
108,496
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Funded status:
|
(In thousands)
|
||||||||||||||
Unfunded benefit obligation, end of year
|
$
|
(76,849
|
)
|
|
$
|
(61,534
|
)
|
|
$
|
(1,657
|
)
|
|
$
|
(1,705
|
)
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Amounts recognized in the Consolidated Balance Sheets at end of year:
|
(In thousands)
|
||||||||||||||
Current liability
|
$
|
(9,373
|
)
|
|
$
|
(9,146
|
)
|
|
$
|
(129
|
)
|
|
$
|
(148
|
)
|
Long-term liability
|
(67,476
|
)
|
|
(52,388
|
)
|
|
(1,528
|
)
|
|
(1,557
|
)
|
||||
Recognized liability
|
$
|
(76,849
|
)
|
|
$
|
(61,534
|
)
|
|
$
|
(1,657
|
)
|
|
$
|
(1,705
|
)
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Amounts recognized in accumulated other
comprehensive loss at end of year:
|
(In thousands)
|
||||||||||||||
Net actuarial loss (gain)
|
$
|
43,907
|
|
|
$
|
16,957
|
|
|
$
|
(127
|
)
|
|
$
|
(126
|
)
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
51
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
8,103
|
|
|
7,954
|
|
|
8,272
|
|
|
81
|
|
|
78
|
|
|
96
|
|
||||||
Estimated return on plan assets
|
(6,373
|
)
|
|
(5,393
|
)
|
|
(5,867
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlement loss (gain)
|
93
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(15
|
)
|
|
(7
|
)
|
||||||
Amortization of net loss (gain)
|
56
|
|
|
1,001
|
|
|
465
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||||
Net cost
|
$
|
1,879
|
|
|
$
|
3,562
|
|
|
$
|
2,921
|
|
|
$
|
72
|
|
|
$
|
63
|
|
|
$
|
87
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||
Benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
4.22
|
%
|
|
4.95
|
%
|
|
4.22
|
%
|
|
4.22
|
%
|
|
4.95
|
%
|
|
4.22
|
%
|
Net pension and other postretirement cost:
|
|
|
|
||||||||||||||
Discount rate
|
4.95
|
%
|
|
4.22
|
%
|
|
5.09
|
%
|
|
4.95
|
%
|
|
4.22
|
%
|
|
5.09
|
%
|
Rate of compensation increase
|
NA
|
|
|
NA
|
|
|
3.00
|
%
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
Expected return on plan assets
|
6.00
|
%
|
|
6.00
|
%
|
|
7.50
|
%
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
|
2014
|
|
2013
|
||
Cash and cash equivalents
|
—
|
%
|
|
—
|
%
|
Pooled separate accounts
(a)
:
|
|
|
|
||
Equity securities
|
6
|
%
|
|
8
|
%
|
Fixed income securities
|
6
|
%
|
|
3
|
%
|
Common collective trust funds
(a)
:
|
|
|
|
||
Equity securities
|
60
|
%
|
|
60
|
%
|
Fixed income securities
|
28
|
%
|
|
29
|
%
|
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 Securities and Exchange Commission. 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.
|
|
2014
|
|
2013(a)
|
||||||||||||||||||||||||||||
|
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
|
$
|
33
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
33
|
|
|
$
|
275
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
275
|
|
Pooled separate accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Large U.S. equity funds
(d)
|
—
|
|
|
4,147
|
|
|
—
|
|
|
4,147
|
|
|
—
|
|
|
4,828
|
|
|
—
|
|
|
4,828
|
|
||||||||
Small/Mid U.S. equity funds
(e)
|
—
|
|
|
1,062
|
|
|
—
|
|
|
1,062
|
|
|
—
|
|
|
1,192
|
|
|
—
|
|
|
1,192
|
|
||||||||
International equity funds
(f)
|
—
|
|
|
1,719
|
|
|
—
|
|
|
1,719
|
|
|
—
|
|
|
2,019
|
|
|
—
|
|
|
2,019
|
|
||||||||
Fixed income funds
(g)
|
—
|
|
|
6,609
|
|
|
—
|
|
|
6,609
|
|
|
—
|
|
|
3,442
|
|
|
—
|
|
|
3,442
|
|
||||||||
Common collective trusts funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Large U.S. equity funds
(d)
|
—
|
|
|
29,964
|
|
|
—
|
|
|
29,964
|
|
|
—
|
|
|
28,784
|
|
|
—
|
|
|
28,784
|
|
||||||||
Small U.S. equity funds
(e)
|
—
|
|
|
18,411
|
|
|
—
|
|
|
18,411
|
|
|
—
|
|
|
16,937
|
|
|
—
|
|
|
16,937
|
|
||||||||
International equity funds
(f)
|
—
|
|
|
19,730
|
|
|
—
|
|
|
19,730
|
|
|
—
|
|
|
19,420
|
|
|
—
|
|
|
19,420
|
|
||||||||
Fixed income funds
(g)
|
—
|
|
|
31,877
|
|
|
—
|
|
|
31,877
|
|
|
—
|
|
|
31,599
|
|
|
—
|
|
|
31,599
|
|
||||||||
Total assets
|
$
|
33
|
|
|
$
|
113,519
|
|
|
$
|
—
|
|
|
$
|
113,552
|
|
|
$
|
275
|
|
|
$
|
108,221
|
|
|
$
|
—
|
|
|
$
|
108,496
|
|
(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). It may also include real estate investment options that directly own property. These investment options typically carry more risk than short-term fixed income investment options (including, for real estate investment options, liquidity risk), but less overall risk than equities.
|
|
Pension Benefits
|
|
Other
Benefits
|
||||
|
(In thousands)
|
||||||
2015
|
$
|
13,458
|
|
|
$
|
129
|
|
2016
|
12,937
|
|
|
130
|
|
||
2017
|
12,502
|
|
|
130
|
|
||
2018
|
11,769
|
|
|
130
|
|
||
2019
|
11,278
|
|
|
130
|
|
||
2020-2024
|
52,157
|
|
|
627
|
|
||
Total
|
$
|
114,101
|
|
|
$
|
1,276
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Net actuarial loss (gain), beginning of year
|
$
|
16,957
|
|
|
$
|
53,368
|
|
|
$
|
31,108
|
|
|
$
|
(126
|
)
|
|
$
|
(49
|
)
|
|
$
|
(217
|
)
|
Amortization
|
(56
|
)
|
|
(1,001
|
)
|
|
(465
|
)
|
|
—
|
|
|
—
|
|
|
2
|
|
||||||
Curtailment and settlement adjustments
|
(93
|
)
|
|
—
|
|
|
—
|
|
|
9
|
|
|
15
|
|
|
7
|
|
||||||
Actuarial loss (gain)
|
24,670
|
|
|
(24,315
|
)
|
|
24,872
|
|
|
(10
|
)
|
|
(92
|
)
|
|
159
|
|
||||||
Asset loss (gain)
|
2,429
|
|
|
(11,095
|
)
|
|
(2,147
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net actuarial loss (gain), end of year
|
$
|
43,907
|
|
|
$
|
16,957
|
|
|
$
|
53,368
|
|
|
$
|
(127
|
)
|
|
$
|
(126
|
)
|
|
$
|
(49
|
)
|
|
2014
|
|
2013
|
||||||||||||||||||||
|
Losses Related to Pension and Other Postretirement Benefits
|
|
Unrealized Holding Gains on Available-for-Sale Securities
|
|
Total
|
|
Losses Related to Pension and Other Postretirement Benefits
|
|
Unrealized Holding Gains on Available-for-Sale Securities
|
|
Total
|
||||||||||||
|
(In thousands)
|
|
|
|
|
||||||||||||||||||
Balance, beginning of year
|
$
|
(45,797
|
)
|
|
$
|
62
|
|
|
$
|
(45,735
|
)
|
|
$
|
(68,511
|
)
|
|
$
|
—
|
|
|
$
|
(68,511
|
)
|
Other comprehensive income (loss)
before reclassifications |
(16,810
|
)
|
|
319
|
|
|
(16,491
|
)
|
|
21,713
|
|
|
62
|
|
|
21,775
|
|
||||||
Amounts reclassified from
accumulated other comprehensive
loss to net income
|
35
|
|
|
(350
|
)
|
|
(315
|
)
|
|
1,001
|
|
|
—
|
|
|
1,001
|
|
||||||
Net current year other
comprehensive income (loss)
|
(16,775
|
)
|
|
(31
|
)
|
|
(16,806
|
)
|
|
22,714
|
|
|
62
|
|
|
22,776
|
|
||||||
Balance, end of year
|
$
|
(62,572
|
)
|
|
$
|
31
|
|
|
$
|
(62,541
|
)
|
|
$
|
(45,797
|
)
|
|
$
|
62
|
|
|
$
|
(45,735
|
)
|
(a)
|
All amounts are net of tax. Amounts in parentheses indicate debits.
|
Details about Accumulated Other Comprehensive Loss Components
|
|
Amount Reclassified from Accumulated Other Comprehensive Loss(a)
|
|
Affected Line Item in the Consolidated Statements of Operations
|
||||||
|
2014
|
|
2013
|
|
||||||
|
|
(In thousands)
|
|
|
||||||
Realized gain on sale of securities
|
|
$
|
562
|
|
|
$
|
—
|
|
|
Selling, general and administrative expense
|
Amortization of pension and other
postretirement plan actuarial losses: |
|
|
|
|
|
|
||||
Union employees pension plan(b)
|
|
—
|
|
|
(36
|
)
|
(d)
|
Cost of goods sold
|
||
Legacy Gold Kist plans(c)
|
|
(56
|
)
|
|
(965
|
)
|
(d)
|
Selling, general and administrative expense
|
||
Total before tax
|
|
506
|
|
|
(1,001
|
)
|
|
|
||
Tax benefit (expense)
|
|
(191
|
)
|
|
—
|
|
|
|
||
Total reclassification for the period
|
|
$
|
315
|
|
|
$
|
(1,001
|
)
|
|
|
(a)
|
Amounts in parentheses represent debits to results of operations.
|
(b)
|
The Company sponsors the Union Plan, a qualified defined benefit pension plan covering certain locations or work groups with collective bargaining agreements.
|
(c)
|
The Company sponsors the GK Pension Plan, a qualified defined benefit pension plan covering certain eligible U.S. employees who were employed at locations that the Company purchased through its acquisition of Gold Kist in 2007, the SERP Plan, a nonqualified defined benefit retirement plan covering certain former Gold Kist executives, the Directors’ Emeriti Plan, a nonqualified defined benefit retirement plan covering certain former Gold Kist directors and the Retiree Life Plan, a defined benefit postretirement life insurance plan covering certain retired Gold Kist employees (collectively, the “Legacy Gold Kist Plans”).
|
(d)
|
These accumulated other comprehensive loss components are included in the computation of net periodic pension cost. See “Note 12. Pension and Other Postretirement Benefits” to the Consolidated Financial Statements.
|
|
December 28, 2014
|
|
Special Cash Dividend
|
|
December 28, 2014
|
||||||
|
(In thousands)
|
||||||||||
Cash and cash equivalents
|
$
|
576,143
|
|
|
$
|
1,196,000
|
|
(a)
|
$
|
267,786
|
|
|
|
|
(1,500,000
|
)
|
(b)
|
|
|||||
|
|
|
(4,357
|
)
|
(c)
|
|
|||||
Trade accounts and other receivables, less
allowance for doubtful accounts |
378,890
|
|
|
—
|
|
|
378,890
|
|
|||
Inventories
|
790,305
|
|
|
—
|
|
|
790,305
|
|
|||
Other
|
139,741
|
|
|
—
|
|
|
139,741
|
|
|||
Total current assets
|
1,885,079
|
|
|
(308,357
|
)
|
|
1,576,722
|
|
|||
Property, plant and equipment, net
|
1,182,795
|
|
|
—
|
|
|
1,182,795
|
|
|||
Other
|
51,189
|
|
|
4,357
|
|
(c)
|
55,546
|
|
|||
Total assets
|
$
|
3,119,063
|
|
|
$
|
(304,000
|
)
|
|
$
|
2,815,063
|
|
|
|
|
|
|
|
||||||
Total current liabilities
|
$
|
744,858
|
|
|
$
|
—
|
|
|
$
|
744,858
|
|
Long-term debt, less current maturities
|
3,980
|
|
|
1,196,000
|
|
(a)
|
1,199,980
|
|
|||
Deferred tax liabilities
|
76,216
|
|
|
—
|
|
|
76,216
|
|
|||
Other long-term liabilities
|
97,208
|
|
|
—
|
|
|
97,208
|
|
|||
Total stockholders’ equity
|
2,196,801
|
|
|
(1,500,000
|
)
|
(b)
|
696,801
|
|
|||
Total liabilities and stockholders' equity
|
$
|
3,119,063
|
|
|
$
|
(304,000
|
)
|
|
$
|
2,815,063
|
|
•
|
Payment of a special cash dividend to stockholders of approximately
$1.5 billion
, which will be funded by approximately
$300.0 million
of cash and cash equivalents on hand and proceeds of approximately
$1.2 billion
from additional long-term debt.
|
•
|
Payment and capitalization of approximately
$4.4 million
in financing fees related thereto.
|
(a)
|
To reflect cash from additional borrowings of long-term debt used to pay the special cash dividend to stockholders.
|
(b)
|
To reflect the payment of the special cash dividend to stockholders.
|
(c)
|
To reflect the payment and capitalization of financing fees.
|
Award
Type
|
|
Benefit Plan
|
|
Award Quantity
|
|
Grant Date
|
|
Vesting Condition
|
|
Vesting Date
|
|
Estimated
Forfeiture
Rate
|
|
Settlement Method
|
||
RSA
|
|
Employment Agreement
|
|
100,000
|
|
|
January 14, 2011
|
|
Service
|
|
January 3, 2014
|
|
—
|
%
|
|
Stock
|
RSA
|
|
LTIP
|
|
72,675
|
|
|
August 27, 2012
|
|
Service
|
|
April 27, 2014
|
|
—
|
%
|
|
Stock
|
RSU
|
|
LTIP
|
|
608,561
|
|
|
February 4, 2013
|
|
Service
|
|
December 31, 2014
|
|
9.66
|
%
|
|
Stock
|
RSA
|
|
LTIP
|
|
15,000
|
|
|
February 25, 2013
|
|
Service
|
|
February 24, 2015
|
|
—
|
%
|
|
Stock
|
RSA
|
|
LTIP
|
|
15,000
|
|
|
February 25, 2013
|
|
Service
|
|
February 24, 2016
|
|
—
|
%
|
|
Stock
|
RSU
|
|
LTIP
|
|
206,933
|
|
|
February 26, 2013
|
|
Service
|
|
December 31, 2014
|
|
—
|
%
|
|
Stock
|
RSU
|
|
LTIP
|
|
462,518
|
|
|
February 19, 2014
|
|
Service
|
|
December 31, 2016
|
|
13.49
|
%
|
|
Stock
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In thousands)
|
||||||||||
Share-based compensation cost:
|
|
|
|
|
|
||||||
Cost of goods sold
|
$
|
395
|
|
|
$
|
361
|
|
|
$
|
—
|
|
Selling, general and administrative expenses
|
4,533
|
|
|
2,984
|
|
|
684
|
|
|||
Total
|
$
|
4,928
|
|
|
$
|
3,345
|
|
|
$
|
684
|
|
|
|
|
|
|
|
||||||
Income tax benefit
|
$
|
1,326
|
|
|
$
|
471
|
|
|
$
|
28
|
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
|
Number
|
|
Weighted Average Grant Date Fair Value
|
|
Number
|
|
Weighted Average Grant Date Fair Value
|
|
Number
|
|
Weighted Average Grant Date Fair Value
|
|||||||||
|
(In thousands, except weighted average fair values)
|
|||||||||||||||||||
RSAs:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Outstanding at beginning of year
|
203
|
|
|
$
|
6.59
|
|
|
273
|
|
|
$
|
6.54
|
|
|
200
|
|
|
$
|
7.10
|
|
Granted
|
—
|
|
|
—
|
|
|
30
|
|
|
8.72
|
|
|
73
|
|
|
5.00
|
|
|||
Vested
|
(173
|
)
|
|
6.62
|
|
|
(100
|
)
|
|
7.10
|
|
|
—
|
|
|
—
|
|
|||
Outstanding at end of year
|
30
|
|
|
$
|
8.72
|
|
|
203
|
|
|
$
|
6.59
|
|
|
273
|
|
|
$
|
6.54
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
RSUs:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Outstanding at beginning of year
|
729
|
|
|
$
|
8.81
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
463
|
|
|
16.70
|
|
|
815
|
|
|
8.82
|
|
|
—
|
|
|
—
|
|
|||
Vested
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Forfeited
|
(72
|
)
|
|
10.34
|
|
|
(86
|
)
|
|
8.89
|
|
|
—
|
|
|
—
|
|
|||
Outstanding at end of year
|
1,120
|
|
|
$
|
11.97
|
|
|
729
|
|
|
$
|
8.81
|
|
|
—
|
|
|
$
|
—
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In thousands)
|
||||||||||
JBS USA:
|
|
|
|
|
|
||||||
Letter of credit fees
(a)
|
$
|
1,339
|
|
|
$
|
2,156
|
|
|
$
|
1,339
|
|
Equity contribution under tax sharing agreement
(b)
|
3,849
|
|
|
—
|
|
|
—
|
|
|||
JBS USA, LLC:
|
|
|
|
|
|
||||||
Purchases from JBS USA, LLC
|
115,337
|
|
|
80,809
|
|
|
69,048
|
|
|||
Expenditures paid by JBS USA, LLC on behalf of Pilgrim’s
(c)
|
31,149
|
|
|
55,730
|
|
|
61,353
|
|
|||
Sales to JBS USA, LLC
|
39,682
|
|
|
61,942
|
|
|
206,720
|
|
|||
Expenditures paid by Pilgrim’s on behalf of JBS USA, LLC
(c)
|
4,925
|
|
|
1,733
|
|
|
4,134
|
|
|||
JBS Aves Ltda.:
|
|
|
|
|
|
||||||
Purchases from JBS Aves Ltda.
|
4,072
|
|
|
—
|
|
|
—
|
|
|||
Seara International Ltd.:
|
|
|
|
|
|
||||||
Purchases from Seara International Ltd.
|
2,091
|
|
|
—
|
|
|
—
|
|
|||
JBS Chile Ltda.:
|
|
|
|
|
|
||||||
Sales to JBS Chile Ltda.
|
463
|
|
|
—
|
|
|
—
|
|
|||
JBS Global (UK) Ltd.:
|
|
|
|
|
|
||||||
Sales to JBS Global (UK) Ltd.
|
255
|
|
|
—
|
|
|
—
|
|
(a)
|
Beginning on October 26, 2011, JBS USA arranged for letters of credit to be issued on its account in the amount of
$56.5 million
to an insurance company on our behalf in order to allow that insurance company to return cash it held as collateral against potential liability claims. We agreed to reimburse JBS USA up to
$56.5 million
for potential draws upon these letters of credit. We reimburse JBS USA for the letter of credit costs we would have otherwise incurred under our credit facilities. During 2014, we have paid JBS USA
$1.3 million
for letter of credit costs. As of December 28, 2014, the Company has accrued an obligation of
$0.1 million
to reimburse JBS USA for letter of credit costs incurred on its behalf.
|
(b)
|
The Company entered into a tax sharing agreement during
2014
with JBS USA effective for tax years starting 2010. The net tax receivable for tax years 2010 through
2014
was accrued in
2014
.
|
(c)
|
On January 19, 2010, the Company entered into an agreement with JBS USA, LLC in order to allocate costs associated with JBS USA, LLC'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, LLC 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. On May 5, 2010, the Company also entered into an agreement with JBS USA, LLC in order 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, LLC on behalf of the Company will be reimbursed by the Company and expenditures paid by the Company on behalf of JBS USA, LLC will be reimbursed by JBS USA, LLC. This agreement expires on May 5, 2015.
|
2015
|
|
$
|
16,893
|
|
2016
|
|
14,019
|
|
|
2017
|
|
11,213
|
|
|
2018
|
|
8,197
|
|
|
2019
|
|
5,875
|
|
|
Thereafter
|
|
3,114
|
|
|
Total
|
|
$
|
59,311
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(In thousands)
|
||||||||||
Net sales to customers by customer location:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
7,067,408
|
|
|
$
|
6,816,246
|
|
|
$
|
6,600,206
|
|
Mexico
|
|
1,075,764
|
|
|
1,108,308
|
|
|
988,712
|
|
|||
Asia
|
|
246,141
|
|
|
301,545
|
|
|
262,455
|
|
|||
North America
|
|
80,121
|
|
|
51,275
|
|
|
111,305
|
|
|||
Africa
|
|
49,810
|
|
|
38,809
|
|
|
62,642
|
|
|||
Europe
|
|
44,377
|
|
|
73,349
|
|
|
79,101
|
|
|||
South America
|
|
18,102
|
|
|
19,224
|
|
|
13,775
|
|
|||
Pacific
|
|
1,642
|
|
|
2,392
|
|
|
3,186
|
|
|||
Total
|
|
$
|
8,583,365
|
|
|
$
|
8,411,148
|
|
|
$
|
8,121,382
|
|
|
December 28, 2014
|
|
December 29, 2013
|
||||
|
(In thousands)
|
||||||
Long-lived assets
(a)
:
|
|
|
|
||||
United States
|
$
|
1,085,856
|
|
|
$
|
1,066,963
|
|
Mexico
|
96,939
|
|
|
84,848
|
|
||
Total
|
$
|
1,182,795
|
|
|
$
|
1,151,811
|
|
(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.
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In thousands)
|
||||||||||
U.S. chicken:
|
|
|
|
|
|
||||||
Prepared chicken
|
$
|
1,787,389
|
|
|
$
|
2,046,747
|
|
|
$
|
2,239,289
|
|
Fresh chicken
|
4,703,993
|
|
|
4,123,087
|
|
|
3,583,854
|
|
|||
Export and other chicken by-products
|
620,082
|
|
|
715,970
|
|
|
817,723
|
|
|||
Total U.S. chicken
|
7,111,464
|
|
|
6,885,804
|
|
|
6,640,866
|
|
|||
Mexico chicken
|
900,360
|
|
|
864,454
|
|
|
758,023
|
|
|||
Total chicken
|
8,011,824
|
|
|
7,750,258
|
|
|
7,398,889
|
|
|||
Other products:
|
|
|
|
|
|
||||||
U.S.
|
535,572
|
|
|
614,409
|
|
|
608,619
|
|
|||
Mexico
|
35,969
|
|
|
46,481
|
|
|
113,874
|
|
|||
Total other products
|
571,541
|
|
|
660,890
|
|
|
722,493
|
|
|||
Total net sales
|
$
|
8,583,365
|
|
|
$
|
8,411,148
|
|
|
$
|
8,121,382
|
|
2014
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Year
|
||||||||||
|
|
(In thousands, except per share data)
|
||||||||||||||||||
Net sales
|
|
$
|
2,018,065
|
|
|
$
|
2,186,817
|
|
|
$
|
2,268,048
|
|
|
$
|
2,110,435
|
|
|
$
|
8,583,365
|
|
Gross profit
|
|
215,106
|
|
|
349,476
|
|
|
450,265
|
|
|
379,148
|
|
|
1,393,995
|
|
|||||
Net income attributable to PPC
common stockholders
|
|
98,117
|
|
|
190,360
|
|
|
255,983
|
|
|
167,188
|
|
|
711,648
|
|
|||||
Net income per share amounts -
basic
|
|
0.38
|
|
|
0.74
|
|
|
0.99
|
|
|
0.65
|
|
|
2.75
|
||||||
Net income per share amounts -
diluted
|
|
0.38
|
|
|
0.73
|
|
|
0.99
|
|
|
0.64
|
|
|
2.74
|
||||||
Number of days in quarter
|
|
91
|
|
|
91
|
|
|
91
|
|
|
91
|
|
|
364
|
|
2013
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
(a)
|
|
Year
|
||||||||||
|
|
(In thousands, except per share data)
|
||||||||||||||||||
Net sales
|
|
$
|
2,036,929
|
|
|
$
|
2,184,118
|
|
|
$
|
2,142,816
|
|
|
$
|
2,047,285
|
|
|
$
|
8,411,148
|
|
Gross profit (loss)
|
|
118,434
|
|
|
282,507
|
|
|
236,573
|
|
|
207,925
|
|
|
845,439
|
|
|||||
Net loss attributable to PPC
common stockholders
|
|
54,582
|
|
|
190,704
|
|
|
160,917
|
|
|
143,352
|
|
|
549,555
|
|
|||||
Net loss per share amounts -
basic and diluted
|
|
0.21
|
|
|
0.74
|
|
|
0.62
|
|
|
0.55
|
|
|
2.12
|
|
|||||
Number of days in quarter
|
|
91
|
|
|
91
|
|
|
91
|
|
|
91
|
|
|
364
|
|
(a)
|
In the fourth quarter of
2013
, the Company recognized expenses related to the shutdown of our Dallas plant of
$0.5 million
and asset impairment charges of
$0.5 million
.
|
2012
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
(a)
|
|
Year
|
||||||||||
|
|
(In thousands, except per share data)
|
||||||||||||||||||
Net sales
|
|
$
|
1,888,773
|
|
|
$
|
1,974,469
|
|
|
$
|
2,068,478
|
|
|
$
|
2,189,662
|
|
|
$
|
8,121,382
|
|
Gross profit
|
|
110,065
|
|
|
144,089
|
|
|
106,135
|
|
|
75,543
|
|
|
435,832
|
|
|||||
Net income (loss) attributable to PPC
common stockholders
|
|
39,173
|
|
|
69,357
|
|
|
42,931
|
|
|
22,773
|
|
|
174,234
|
|
|||||
Net income (loss) per share amounts -
basic and diluted
|
|
0.18
|
|
|
0.27
|
|
|
0.17
|
|
|
0.09
|
|
|
0.70
|
|
|||||
Number of days in quarter
|
|
91
|
|
|
91
|
|
|
91
|
|
|
98
|
|
|
371
|
|
(a)
|
In the fourth quarter of
2012
, the Company recognized expenses related to the shutdown of our Dallas plant of
$1.1 million
and asset impairment charges of
$1.4 million
.
|
|
|
|
Additions
|
|
|
|
|
|
|
||||||||||||
|
Beginning
Balance
|
|
Charged to
Operating Results
|
|
Charged to
Other Accounts
|
|
Deductions
|
|
|
|
Ending
Balance
|
||||||||||
|
(In thousands)
|
||||||||||||||||||||
Trade Accounts and Other Receivables—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for Doubtful Accounts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2014
|
$
|
4,056
|
|
|
$
|
520
|
|
|
$
|
—
|
|
|
$
|
2,051
|
|
|
(a)
|
|
$
|
2,525
|
|
2013
|
3,757
|
|
|
1,668
|
|
|
—
|
|
|
1,369
|
|
|
(a)
|
|
4,056
|
|
|||||
2012
|
5,163
|
|
|
(1,629
|
)
|
|
—
|
|
|
(223
|
)
|
|
(a)
|
|
3,757
|
|
|||||
Trade Accounts and Other Receivables—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for Sales Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2014
|
$
|
7,089
|
|
|
$
|
220,123
|
|
|
$
|
—
|
|
|
$
|
219,787
|
|
|
(b)
|
|
$
|
7,425
|
|
2013
|
10,152
|
|
|
159,417
|
|
|
—
|
|
|
162,480
|
|
|
(b)
|
|
7,089
|
|
|||||
2012
|
8,030
|
|
|
147,126
|
|
|
—
|
|
|
145,004
|
|
|
(b)
|
|
10,152
|
|
|||||
Deferred Tax Assets—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Valuation Allowance:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2014
|
$
|
10,400
|
|
|
$
|
(1,250
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(c)
|
|
$
|
9,150
|
|
2013
|
188,354
|
|
|
(164,180
|
)
|
|
(13,774
|
)
|
|
—
|
|
|
(c)
|
|
10,400
|
|
|||||
2012
|
230,336
|
|
|
(50,455
|
)
|
|
8,473
|
|
|
—
|
|
|
(c)
|
|
188,354
|
|
Plan Category
|
|
Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights
|
|
Weighted-Average Exercise Price of Outstanding Option, Warrants and Rights
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column)
|
|||
Equity compensation plans approved by securities holders
|
|
—
|
|
|
—
|
|
|
6,585,393
|
|
Equity compensation plans not approved by securities holders
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
—
|
|
|
—
|
|
|
6,585,393
|
|
(a)
|
Financial Statements
|
(1)
|
The financial statements and schedules listed in the index to financial statements and schedules on page 1 of this annual report are filed as part of this annual report.
|
(2)
|
All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are not applicable and therefore have been omitted.
|
(3)
|
The financial statements schedule entitled “Valuation and Qualifying Accounts and Reserves” is filed as part of this annual report on page 84.
|
(b)
|
Exhibits
|
2.1
|
|
|
Agreement and Plan of Reorganization dated September 15, 1986, by and among Pilgrim’s Pride Corporation, a Texas corporation; Pilgrim’s Pride Corporation, a Delaware corporation; and Doris Pilgrim Julian, Aubrey Hal Pilgrim, Paulette Pilgrim Rolston, Evanne Pilgrim, Lonnie “Bo” Pilgrim, Lonnie Ken Pilgrim, Greta Pilgrim Owens and Patrick Wayne Pilgrim (incorporated by reference from Exhibit 2.1 to the Company’s Registration Statement on Form S-1 (No. 33-8805) effective November 14, 1986).
|
|
|
|
|
2.2
|
|
|
Agreement and Plan of Merger dated September 27, 2000 (incorporated by reference from Exhibit 2 of WLR Foods, Inc.’s Current Report on Form 8-K (No. 000-17060) dated September 28, 2000).
|
|
|
|
|
2.3
|
|
|
Agreement and Plan of Merger dated as of December 3, 2006, by and among the Company, Protein Acquisition Corporation, a wholly owned subsidiary of the Company, and Gold Kist Inc. (incorporated by reference from Exhibit 99.(D)(1) to Amendment No. 11 to the Company’s Tender Offer Statement on Schedule TO filed on December 5, 2006).
|
|
|
|
|
2.4
|
|
|
Stock Purchase Agreement by and between the Company and JBS USA Holdings, Inc., dated September 16, 2009 (incorporated by reference from Exhibit 2.1 of the Company’s Current Report on Form 8-K filed September 18, 2009).
|
|
|
|
|
2.5
|
|
|
Amendment No.1 to the Stock Purchase Agreement by and between the Company and JBS USA Holdings, Inc., dated December 28, 2009 (incorporated by reference from Exhibit 2.5 of the Company’s Annual Report on Form 10-K/A filed January 22, 2010).
|
|
|
|
|
3.1
|
|
|
Amended and Restated Certificate of Incorporation of the Company (incorporated by reference from Exhibit 3.1 of the Company’s Form 8-A filed on December 27, 2012).
|
|
|
|
|
3.2
|
|
|
Amended and Restated Corporate Bylaws of the Company (incorporated by reference from Exhibit 3.2 of the Company’s Form 8-A filed on December 27, 2012).
|
|
|
|
|
4.1
|
|
|
Amended and Restated Certificate of Incorporation of the Company (included as Exhibit 3.1).
|
|
|
||
4.2
|
|
|
Amended and Restated Corporate Bylaws of the Company (included as Exhibit 3.2).
|
|
|
||
4.3
|
|
|
Stockholders Agreement dated December 28, 2009 between the Company and JBS USA Holdings, Inc., as amended (incorporated by reference from Exhibit 4.1 to the Company’s Form 8-A filed on December 27, 2012).
|
|
|
||
4.4
|
|
|
Form of Common Stock Certificate (incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 29, 2009).
|
|
|
||
4.5
|
|
|
Indenture dated as of December 14, 2010 among the Company, Pilgrim’s Pride Corporation of West Virginia, Inc. and The Bank of New York Mellon, as Trustee (incorporated by reference from Exhibit 4.1 of the Company’s Form 8-K filed on December 15, 2010).
|
|
|
||
4.6
|
|
|
Form of Senior 7.875% Note due 2018 (incorporated by reference from Exhibit 4.3 of the Company’s Form 8-K filed on December 15, 2010).
|
|
|
||
4.7
|
|
|
Form of Guarantee (incorporated by reference from Exhibit 4.4 of the Company’s Form 8-K filed on December 15, 2010).
|
|
|
|
|
|
|
Additional long-term debt instruments are not filed since the total amount of those securities authorized under any such instrument does not exceed 10 percent of the total assets of the Company and its subsidiaries on a consolidated basis. The Company agrees to furnish a copy of such instruments to the Securities and Exchange Commission upon request.
|
|
|
|
||
10.1
|
|
|
2005 Deferred Compensation Plan of the Company (incorporated by reference from Exhibit 10.1 of the Company’s Current Report on Form 8-K dated December 27, 2004). †
|
|
|
|
|
10.2
|
|
|
Change to Company Contribution Amount Under the Amended and Restated 2005 Deferred Compensation Plan of the Company (incorporated by reference from Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed July 30, 2008). †
|
|
|
||
10.3
|
|
|
Pilgrim’s Pride Corporation Short-Term Management Incentive Plan (incorporated by reference from Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on December 30, 2009). †
|
|
|
|
|
10.4
|
|
|
Pilgrim’s Pride Corporation Long Term Incentive Plan (incorporated by reference from Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on December 30, 2009). †
|
|
|
|
|
10.5
|
|
|
Employment Agreement dated January 14, 2011 between the Company and William Lovette (incorporated by reference from Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on January 18, 2011). †
|
|
|
|
|
10.6
|
|
|
Restricted Share Agreement dated January 14, 2011 between the Company and William Lovette (incorporated by reference from Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on January 18, 2011). †
|
|
|
||
10.7
|
|
|
Subordinated Loan Agreement dated as of June 23, 2011, between the Company and JBS USA Holdings, Inc. (incorporated by reference from Exhibit 10.2 of the Company's Current Report on Form 8-K filed on June 24, 2011).
|
|
|
||
10.8
|
|
|
Amended and Restated MXN$557,415,000 Credit Agreement dated as of October 19, 2011, by and among Avícola Pilgrim's Pride de México, S.A. de C.V. (“Avicola”), Pilgrim's Pride, S. de R.L. de C.V. (“PPS”, together with Avicola, the “Borrowers”), certain subsidiaries of the Borrowers (the “Subsidiary Guarantors”), ING Bank (México), S.A. Institución de Banca Múltiple, ING Grupo Financiero, as lender and ING Capital LLC, as administrative agent and lead arranger (incorporated by reference from Exhibit 10.1 of the Company's Current Report on Form 8-K filed on October 25, 2011).
|
|
|
|
|
10.9
|
|
|
Amendment No. 1 to the Subordinated Loan Agreement dated as of October 26, 2011, between the Company and JBS USA Holdings, Inc.(incorporated by reference from Exhibit 10.1 of the Company's Current Report on Form 10-Q filed on April 27, 2012).
|
|
|
|
|
10.10
|
|
|
Amendment No. 2 to the Subordinated Loan Agreement dated as of December 16, 2011, between the Company and JBS USA Holdings, Inc. (incorporated by reference from Exhibit 10.2 of the Company's Current Report on Form 8-K/A filed on December 20, 2011).
|
|
|
|
|
10.11
|
|
|
First Amendment to Amended and Restated MXN$557,415,000 Credit Agreement dated as of December 13, 2011, by and among the Borrowers, the Subsidiary Guarantors, the several banks and other financial institutions party thereto and ING Capital LLC, as administrative agent and lead arranger (incorporated by reference from Exhibit 10.3 of the Company's Current Report on Form 8-K/A filed on December 20, 2011).
|
|
|
|
|
10.12
|
|
|
Waiver and Second Amendment to Amended and Restated Credit Agreement, dated as of June 28, 2012, by and among Avicola Pilgrim's Pride de Mexico, S.A. de C.V., Pilgrim's Pride, S. de R.L. de C.V., their subsidiaries, as guarantors, ING Capital LLC, as administrative agent, and the lenders party thereto (incorporated by reference from Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q filed on October 26, 2012).
|
|
|
|
|
10.13
|
|
|
Pilgrim's Pride Corporation 2012 Long Term Incentive Program (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on September 10, 2012). †
|
|
|
||
10.14
|
|
|
Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed on September 10, 2012). †
|
|
|
|
|
10.15
|
|
|
Third Amendment to Amended and Restated MXN$557,415,000 Credit Agreement dated as of June 25, 2013, by and among Avícola Pilgrim’s Pride de México, S.A. de C.V. and Pilgrim’s Pride, S. de R.L. de C.V., as borrowers, the subsidiaries of the borrowers party thereto, the banks and other financial institutions party thereto and ING Capital LLC, as administrative agent and lead arranger (incorporated by reference from Exhibit 10.1 of the Company’s Current Report on Form 8-K filed July 1, 2013).
|
|
|
|
|
10.16
|
|
|
Amendment and Restatement to Credit Agreement dated August 7, 2013 among Pilgrim’s Pride Corporation, To-Ricos Distribution, Ltd., CoBank, ABC, as administrative agent, and the lenders party thereto (incorporated by reference from Exhibit 10.1 of the Company’s Current Report on Form 8-K filed August 12, 2013).
|
|
|
|
10.17
|
|
|
Amendment No. 1 to Credit Agreement dated May 21, 2014 among Pilgrim's Pride Corporation, To-Ricos, Ltd., To-Ricos Distribution, Ltd., the various subsidiaries of Pilgrim’s Pride Corporation party thereto, CoBank, ACB, as administrative agent, and the lenders party thereto.*
|
|
|
|
|
10.18
|
|
|
Amendment No. 2 to Credit Agreement dated December 16, 2014 among Pilgrim's Pride Corporation, To-Ricos, Ltd., To-Ricos Distribution, Ltd., the various subsidiaries of Pilgrim’s Pride Corporation party thereto, CoBank, ACB, as administrative agent, and the lenders party thereto. (incorporated by reference from Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on December 19, 2014).
|
|
|
|
|
10.19
|
|
|
Amendment No. 3 to Credit Agreement dated January 14, 2015 among Pilgrim's Pride Corporation, To-Ricos, Ltd., To-Ricos Distribution, Ltd., the various subsidiaries of Pilgrim’s Pride Corporation party thereto, CoBank, ACB, as administrative agent, and the lenders party thereto. (incorporated by reference from Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on January 15, 2015).
|
|
|
|
|
10.20
|
|
|
Second Amended and Restated Credit Agreement dated February 11, 2015 among Pilgrim's Pride Corporation, To-Ricos, Ltd. and To-Ricos Distribution, Ltd., Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., Rabobank Nederland, New York Branch, as administrative agent, and the lenders party thereto (incorporated by reference from Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on February 11, 2015).
|
|
|
|
|
12
|
|
|
Computation of Ratio of Earnings to Fixed Charges for the years ended December 29, 2013, December 30, 2012, December 25, 2011, December 26, 2010, and September 26, 2009 and the transition period from September 27, 2009 to December 27, 2009.*
|
|
|
||
21
|
|
|
Subsidiaries of Registrant.*
|
|
|
||
23.1
|
|
|
Consent of KPMG LLP.*
|
|
|
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31.1
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Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
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31.2
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Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
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32.1
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Certification of Principal Executive Officer of Pilgrim’s Pride Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
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32.2
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Certification of Principal Financial Officer of Pilgrim’s Pride Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema
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101.CAL
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XBRL Taxonomy Extension Calculation
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101.DEF
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XBRL Taxonomy Extension Definition
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101.LAB
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XBRL Taxonomy Extension Label
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101.PRE
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XBRL Taxonomy Extension Presentation
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*
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Filed herewith
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**
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Furnished herewith
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†
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Represents a management contract or compensation plan arrangement
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PILGRIM’S PRIDE CORPORATION
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By:
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/s/ Fabio Sandri
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Fabio Sandri
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Chief Financial Officer
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Signature
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Title
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Date
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Chairman of the Board
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February 11, 2015
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Gilberto Tomazoni
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/s/ William W. Lovette
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President and Chief Executive Officer
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February 11, 2015
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William W. Lovette
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Chief Financial Officer
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/s/ Fabio Sandri
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(Principal Financial Officer and
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February 11, 2015
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Fabio Sandri
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Principal Accounting Officer)
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Director
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February 11, 2015
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Joesley Mendonça Batista
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/s/ Wesley Mendonça Batista
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Director
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February 11, 2015
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Wesley Mendonça Batista
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/s/ David E. Bell
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Director
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February 11, 2015
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David E. Bell
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/s/ Michael L. Cooper
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Director
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February 11, 2015
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Michael L. Cooper
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/s/ Wallim Cruz de Vasconcellos Junior
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Director
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February 11, 2015
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Wallim Cruz de Vasconcellos Junior
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/s/ Charles Macaluso
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Director
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February 11, 2015
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Charles Macaluso
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/s/ Andre Nogueira de Souza
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Director
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February 11, 2015
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Andre Nogueira de Souza
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2.1
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Agreement and Plan of Reorganization dated September 15, 1986, by and among Pilgrim’s Pride Corporation, a Texas corporation; Pilgrim’s Pride Corporation, a Delaware corporation; and Doris Pilgrim Julian, Aubrey Hal Pilgrim, Paulette Pilgrim Rolston, Evanne Pilgrim, Lonnie “Bo” Pilgrim, Lonnie Ken Pilgrim, Greta Pilgrim Owens and Patrick Wayne Pilgrim (incorporated by reference from Exhibit 2.1 to the Company’s Registration Statement on Form S-1 (No. 33-8805) effective November 14, 1986).
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2.2
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Agreement and Plan of Merger dated September 27, 2000 (incorporated by reference from Exhibit 2 of WLR Foods, Inc.’s Current Report on Form 8-K (No. 000-17060) dated September 28, 2000).
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2.3
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Agreement and Plan of Merger dated as of December 3, 2006, by and among the Company, Protein Acquisition Corporation, a wholly owned subsidiary of the Company, and Gold Kist Inc. (incorporated by reference from Exhibit 99.(D)(1) to Amendment No. 11 to the Company’s Tender Offer Statement on Schedule TO filed on December 5, 2006).
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2.4
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Stock Purchase Agreement by and between the Company and JBS USA Holdings, Inc., dated September 16, 2009 (incorporated by reference from Exhibit 2.1 of the Company’s Current Report on Form 8-K filed September 18, 2009).
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2.5
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Amendment No.1 to the Stock Purchase Agreement by and between the Company and JBS USA Holdings, Inc., dated December 28, 2009 (incorporated by reference from Exhibit 2.5 of the Company’s Annual Report on Form 10-K/A filed January 22, 2010).
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3.1
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Amended and Restated Certificate of Incorporation of the Company (incorporated by reference from Exhibit 3.1 of the Company’s Form 8-A filed on December 27, 2012).
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3.2
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Amended and Restated Corporate Bylaws of the Company (incorporated by reference from Exhibit 3.2 of the Company’s Form 8-A filed on December 27, 2012).
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4.1
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Amended and Restated Certificate of Incorporation of the Company (included as Exhibit 3.1).
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4.2
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Amended and Restated Corporate Bylaws of the Company (included as Exhibit 3.2).
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4.3
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Stockholders Agreement dated December 28, 2009 between the Company and JBS USA Holdings, Inc., as amended (incorporated by reference from Exhibit 4.1 to the Company’s Form 8-A filed on December 27, 2012).
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4.4
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Form of Common Stock Certificate (incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 29, 2009).
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4.5
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Indenture dated as of December 14, 2010 among the Company, Pilgrim’s Pride Corporation of West Virginia, Inc. and The Bank of New York Mellon, as Trustee (incorporated by reference from Exhibit 4.1 of the Company’s Form 8-K filed on December 15, 2010).
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4.6
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Form of Senior 7.875% Note due 2018 (incorporated by reference from Exhibit 4.3 of the Company’s Form 8-K filed on December 15, 2010).
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4.7
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Form of Guarantee (incorporated by reference from Exhibit 4.4 of the Company’s Form 8-K filed on December 15, 2010).
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Additional long-term debt instruments are not filed since the total amount of those securities authorized under any such instrument does not exceed 10 percent of the total assets of the Company and its subsidiaries on a consolidated basis. The Company agrees to furnish a copy of such instruments to the Securities and Exchange Commission upon request.
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10.1
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2005 Deferred Compensation Plan of the Company (incorporated by reference from Exhibit 10.1 of the Company’s Current Report on Form 8-K dated December 27, 2004). †
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10.2
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Change to Company Contribution Amount Under the Amended and Restated 2005 Deferred Compensation Plan of the Company (incorporated by reference from Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed July 30, 2008). †
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10.3
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Pilgrim’s Pride Corporation Short-Term Management Incentive Plan (incorporated by reference from Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on December 30, 2009). †
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10.4
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Pilgrim’s Pride Corporation Long Term Incentive Plan (incorporated by reference from Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on December 30, 2009). †
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10.5
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Employment Agreement dated January 14, 2011 between the Company and William Lovette (incorporated by reference from Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on January 18, 2011). †
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10.6
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Restricted Share Agreement dated January 14, 2011 between the Company and William Lovette (incorporated by reference from Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on January 18, 2011). †
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10.7
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Subordinated Loan Agreement dated as of June 23, 2011, between the Company and JBS USA Holdings, Inc. (incorporated by reference from Exhibit 10.2 of the Company's Current Report on Form 8-K filed on June 24, 2011).
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10.8
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Amended and Restated MXN$557,415,000 Credit Agreement dated as of October 19, 2011, by and among Avícola Pilgrim's Pride de México, S.A. de C.V. (“Avicola”), Pilgrim's Pride, S. de R.L. de C.V. (“PPS”, together with Avicola, the “Borrowers”), certain subsidiaries of the Borrowers (the “Subsidiary Guarantors”), ING Bank (México), S.A. Institución de Banca Múltiple, ING Grupo Financiero, as lender and ING Capital LLC, as administrative agent and lead arranger (incorporated by reference from Exhibit 10.1 of the Company's Current Report on Form 8-K filed on October 25, 2011).
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10.9
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Amendment No. 1 to the Subordinated Loan Agreement dated as of October 26, 2011, between the Company and JBS USA Holdings, Inc.(incorporated by reference from Exhibit 10.1 of the Company's Current Report on Form 10-Q filed on April 27, 2012).
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10.10
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Amendment No. 2 to the Subordinated Loan Agreement dated as of December 16, 2011, between the Company and JBS USA Holdings, Inc. (incorporated by reference from Exhibit 10.2 of the Company's Current Report on Form 8-K/A filed on December 20, 2011).
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10.11
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First Amendment to Amended and Restated MXN$557,415,000 Credit Agreement dated as of December 13, 2011, by and among the Borrowers, the Subsidiary Guarantors, the several banks and other financial institutions party thereto and ING Capital LLC, as administrative agent and lead arranger (incorporated by reference from Exhibit 10.3 of the Company's Current Report on Form 8-K/A filed on December 20, 2011).
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10.12
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Waiver and Second Amendment to Amended and Restated Credit Agreement, dated as of June 28, 2012, by and among Avicola Pilgrim's Pride de Mexico, S.A. de C.V., Pilgrim's Pride, S. de R.L. de C.V., their subsidiaries, as guarantors, ING Capital LLC, as administrative agent, and the lenders party thereto (incorporated by reference from Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q filed on October 26, 2012).
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10.13
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Pilgrim's Pride Corporation 2012 Long Term Incentive Program (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on September 10, 2012). †
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10.14
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Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed on September 10, 2012). †
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10.15
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Third Amendment to Amended and Restated MXN$557,415,000 Credit Agreement dated as of June 25, 2013, by and among Avícola Pilgrim’s Pride de México, S.A. de C.V. and Pilgrim’s Pride, S. de R.L. de C.V., as borrowers, the subsidiaries of the borrowers party thereto, the banks and other financial institutions party thereto and ING Capital LLC, as administrative agent and lead arranger (incorporated by reference from Exhibit 10.1 of the Company’s Current Report on Form 8-K filed July 1, 2013).
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10.16
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Amendment and Restatement to Credit Agreement dated August 7, 2013 among Pilgrim’s Pride Corporation, To-Ricos Distribution, Ltd., CoBank, ABC, as administrative agent, and the lenders party thereto (incorporated by reference from Exhibit 10.1 of the Company’s Current Report on Form 8-K filed August 12, 2013).
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10.17
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Amendment No. 1 to Credit Agreement dated December 16, 2014 among Pilgrim's Pride Corporation, To-Ricos, Ltd., To-Ricos Distribution, Ltd., the various subsidiaries of Pilgrim’s Pride Corporation party thereto, CoBank, ACB, as administrative agent, and the lenders party thereto.*
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10.18
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Amendment No. 2 to Credit Agreement dated December 16, 2014 among Pilgrim's Pride Corporation, To-Ricos, Ltd., To-Ricos Distribution, Ltd., the various subsidiaries of Pilgrim’s Pride Corporation party thereto, CoBank, ACB, as administrative agent, and the lenders party thereto. (incorporated by reference from Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on December 19, 2014).
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10.19
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Amendment No. 3 to Credit Agreement dated January 14, 2015 among Pilgrim's Pride Corporation, To-Ricos, Ltd., To-Ricos Distribution, Ltd., the various subsidiaries of Pilgrim’s Pride Corporation party thereto, CoBank, ACB, as administrative agent, and the lenders party thereto. (incorporated by reference from Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on January 15, 2015).
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10.20
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Second Amended and Restated Credit Agreement dated February 11, 2015 among Pilgrim's Pride Corporation, To-Ricos, Ltd. and To-Ricos Distribution, Ltd., Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., Rabobank Nederland, New York Branch, as administrative agent, and the lenders party thereto (incorporated by reference from Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on February 11, 2015).
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12
|
|
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Computation of Ratio of Earnings to Fixed Charges for the years ended December 28, 2014, December 29, 2013, December 30, 2012, December 25, 2011 and December 26, 2010 .*
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|
|
21
|
|
|
Subsidiaries of Registrant.*
|
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|
||
23.1
|
|
|
Consent of KPMG LLP.*
|
|
|
||
31.1
|
|
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
|
|
|
|
31.2
|
|
|
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
|
|
|
|
32.1
|
|
|
Certification of Principal Executive Officer of Pilgrim’s Pride Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
|
|
|
||
32.2
|
|
|
Certification of Principal Financial Officer of Pilgrim’s Pride Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
|
|
|
|
|
101.INS
|
|
|
XBRL Instance Document
|
|
|
|
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
|
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation
|
|
|
|
|
101.DEF
|
|
|
XBRL Taxonomy Extension Definition
|
|
|
|
|
101.LAB
|
|
|
XBRL Taxonomy Extension Label
|
|
|
|
|
101.PRE
|
|
|
XBRL Taxonomy Extension Presentation
|
*
|
|
Filed herewith
|
|
|
|
**
|
|
Furnished herewith
|
|
|
|
†
|
|
Represents a management contract or compensation plan arrangement
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
No Customers Found
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|