UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM			10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~June 26, ~~2021~~2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File number 1-9273

PILGRIM’S PRIDE CORPORATION

(Exact name of registrant as specified in its charter)


Delaware		75-1285071
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1770 Promontory Circle		80634-9038
Greeley	CO
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (970) 506-8000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of Exchange on which Registered

Common Stock, Par Value $0.01

PPC

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

Accelerated Filer

☐

Non-accelerated Filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý

Number of shares outstanding of the issuer’s common stock, $0.01 par value per share, as of ~~October~~July 27, ~~2021,~~2022, was ~~243,675,522~~239,045,969.

INDEX

PILGRIM’S PRIDE CORPORATION


PART I. FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements	2
	Condensed Consolidated Balance Sheets ~~September~~June 26, ~~2021~~2022 and December ~~27, 2020~~26, 2021	2
	Condensed Consolidated Statements of Income Three and ~~Nine~~Six Months Ended ~~September~~June 26, ~~2021~~2022 and ~~September~~June 27, ~~2020~~2021	3
	Condensed Consolidated Statements of Comprehensive Income Three and ~~Nine~~Six Months Ended ~~September~~June 26, ~~2021~~2022 and ~~September~~June 27, ~~2020~~2021	4
	Condensed Consolidated Statements of Stockholders’ Equity Three and ~~Nine~~Six Months Ended ~~September~~June 26, ~~2021~~2022 and ~~September~~June 27, ~~2020~~2021	5
	Condensed Consolidated Statements of Cash Flows ~~Nine~~Six Months Ended ~~September~~June 26, ~~2021~~2022 and ~~September~~June 27, ~~2020~~2021	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4133
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	5545
Item 4.	Controls and Procedures	5949
PART II. OTHER INFORMATION		6050
Item 1.	Legal Proceedings	6050
Item 1A.	Risk Factors	6050
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6150

Item 6.	Exhibits	6251
SIGNATURES		6352

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


PILGRIM’S PRIDE CORPORATION	PILGRIM’S PRIDE CORPORATION					PILGRIM’S PRIDE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS	CONDENSED CONSOLIDATED BALANCE SHEETS					CONDENSED CONSOLIDATED BALANCE SHEETS

		(Unaudited)					(Unaudited)
		September 26, 2021		December 27, 2020			June 26, 2022		December 26, 2021
		(In thousands)					(In thousands)
Cash and cash equivalents	Cash and cash equivalents	$	511,084	$	547,624	Cash and cash equivalents	$	682,126	$	427,661
Restricted cash and cash equivalents		54,111		782
Restricted cash and restricted cash equivalents						Restricted cash and restricted cash equivalents	40,498		22,460

Trade accounts and other receivables, less allowance for doubtful accounts		889,586		741,992
Trade accounts and other receivables, less allowance for credit losses						Trade accounts and other receivables, less allowance for credit losses	1,184,225		1,013,437
Accounts receivable from related parties	Accounts receivable from related parties	1,330		1,084		Accounts receivable from related parties	1,696		1,345
Inventories	Inventories	1,556,821		1,358,793		Inventories	1,840,462		1,575,658
Income taxes receivable	Income taxes receivable	51,619		69,397		Income taxes receivable	32,675		27,828
Prepaid expenses and other current assets	Prepaid expenses and other current assets	177,156		183,039		Prepaid expenses and other current assets	217,537		237,565

Total current assets	Total current assets	3,241,707		2,902,711		Total current assets	3,999,219		3,305,954
Deferred tax assets	Deferred tax assets	5,465		5,471		Deferred tax assets	5,020		5,314
Other long-lived assets	Other long-lived assets	26,190		24,780		Other long-lived assets	32,009		32,410
Operating lease assets, net	Operating lease assets, net	300,476		288,886		Operating lease assets, net	315,014		351,226
Identified intangible assets, net		1,028,664		589,913
Intangible assets, net						Intangible assets, net	874,248		963,243
Goodwill	Goodwill	1,381,872		1,005,245		Goodwill	1,243,536		1,337,252
Property, plant and equipment, net	Property, plant and equipment, net	2,848,469		2,657,491		Property, plant and equipment, net	2,853,886		2,917,806
Total assets	Total assets	$	8,832,843	$	7,474,497	Total assets	$	9,322,932	$	8,913,205

Accounts payable	Accounts payable	$	1,176,866	$	1,028,710	Accounts payable	$	1,481,640	$	1,378,077
Accounts payable to related parties	Accounts payable to related parties	6,594		9,650		Accounts payable to related parties	11,250		22,317
Revenue contract liabilities	Revenue contract liabilities	20,564		65,918		Revenue contract liabilities	28,188		22,321
Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	999,014		807,847		Accrued expenses and other current liabilities	811,999		859,885
Income taxes payable	Income taxes payable	48,006		—		Income taxes payable	111,624		81,977
Current maturities of long-term debt	Current maturities of long-term debt	19,885		25,455		Current maturities of long-term debt	26,260		26,246
Total current liabilities	Total current liabilities	2,270,929		1,937,580		Total current liabilities	2,470,961		2,390,823
Noncurrent operating lease liability, less current maturities		223,071		217,432
Noncurrent operating lease liabilities, less current maturities						Noncurrent operating lease liabilities, less current maturities	238,955		271,366
Long-term debt, less current maturities	Long-term debt, less current maturities	3,195,866		2,255,546		Long-term debt, less current maturities	3,371,373		3,191,161

Deferred tax liabilities	Deferred tax liabilities	418,430		339,831		Deferred tax liabilities	315,983		369,185
Other long-term liabilities	Other long-term liabilities	108,164		148,761		Other long-term liabilities	53,576		101,736
Total liabilities	Total liabilities	6,216,460		4,899,150		Total liabilities	6,450,848		6,324,271
Common stock	Common stock	2,614		2,612		Common stock	2,616		2,614
Treasury stock	Treasury stock	(345,134)		(345,134)		Treasury stock	(465,123)		(345,134)
Additional paid-in capital	Additional paid-in capital	1,962,750		1,954,334		Additional paid-in capital	1,968,562		1,964,028
Retained earnings	Retained earnings	966,815		972,569		Retained earnings	1,646,123		1,003,569
Accumulated other comprehensive income (loss)		17,198		(20,620)
Accumulated other comprehensive loss						Accumulated other comprehensive loss	(291,975)		(47,997)
Total Pilgrim’s Pride Corporation stockholders’ equity	Total Pilgrim’s Pride Corporation stockholders’ equity	2,604,243		2,563,761		Total Pilgrim’s Pride Corporation stockholders’ equity	2,860,203		2,577,080
Noncontrolling interest	Noncontrolling interest	12,140		11,586		Noncontrolling interest	11,881		11,854
Total stockholders’ equity	Total stockholders’ equity	2,616,383		2,575,347		Total stockholders’ equity	2,872,084		2,588,934
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	8,832,843	$	7,474,497	Total liabilities and stockholders’ equity	$	9,322,932	$	8,913,205

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.


PILGRIM’S PRIDE CORPORATION	PILGRIM’S PRIDE CORPORATION									PILGRIM’S PRIDE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME	CONDENSED CONSOLIDATED STATEMENTS OF INCOME									CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)	(Unaudited)									(Unaudited)

		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		September 26, 2021		September 27, 2020		September 26, 2021		September 27, 2020			June 26, 2022		June 27, 2021		June 26, 2022		June 27, 2021
		(in thousands, except per share data)									(in thousands, except per share data)
Net sales	Net sales	$	3,827,566	$	3,075,121	$	10,738,689	$	8,974,072	Net sales	$	4,631,648	$	3,637,698	$	8,872,043	$	6,911,123
Cost of sales	Cost of sales	3,455,723		2,761,279		9,725,362		8,363,272		Cost of sales	3,954,877		3,257,457		7,653,292		6,269,639
Gross profit	Gross profit	371,843		313,842		1,013,327		610,800		Gross profit	676,771		380,241		1,218,751		641,484
Selling, general and administrative expense	Selling, general and administrative expense	251,066		219,554		857,217		404,837		Selling, general and administrative expense	163,867		503,372		303,834		606,151

Operating income		120,777		94,288		156,110		205,963
Operating income (loss)										Operating income (loss)	512,904		(123,131)		914,917		35,333
Interest expense, net of capitalized interest	Interest expense, net of capitalized interest	29,833		30,564		110,818		95,575		Interest expense, net of capitalized interest	38,112		50,651		74,408		80,985
Interest income	Interest income	(1,244)		(1,763)		(4,452)		(4,611)		Interest income	(1,010)		(842)		(2,284)		(3,208)
Foreign currency transaction loss (gain)		2,359		9,092		9,018		(3,768)
Foreign currency transaction losses										Foreign currency transaction losses	2,758		4,145		14,294		6,659
Miscellaneous, net	Miscellaneous, net	(1,391)		360		(10,005)		(33,873)		Miscellaneous, net	(1,688)		(770)		(2,012)		(8,614)

Income before income taxes		91,220		56,035		50,731		152,640
Income tax expense		30,385		22,344		55,931		57,900
Income (loss) before income taxes										Income (loss) before income taxes	474,732		(176,315)		830,511		(40,489)
Income tax expense (benefit)										Income tax expense (benefit)	112,711		(9,812)		187,930		25,546
Net income (loss)	Net income (loss)	60,835		33,691		(5,200)		94,740		Net income (loss)	362,021		(166,503)		642,581		(66,035)
Less: Net income attributable to noncontrolling interests		110		245		554		62
Less: Net income (loss) attributable to noncontrolling interests										Less: Net income (loss) attributable to noncontrolling interests	(95)		184		27		444
Net income (loss) attributable to Pilgrim’s Pride Corporation	Net income (loss) attributable to Pilgrim’s Pride Corporation	$	60,725	$	33,446	$	(5,754)	$	94,678	Net income (loss) attributable to Pilgrim’s Pride Corporation	$	362,116	$	(166,687)	$	642,554	$	(66,479)

Weighted average shares of Pilgrim’s Pride Corporation common stock outstanding:	Weighted average shares of Pilgrim’s Pride Corporation common stock outstanding:									Weighted average shares of Pilgrim’s Pride Corporation common stock outstanding:
Basic	Basic	243,675		244,186		243,643		246,740		Basic	240,366		243,675		242,018		243,627
Effect of dilutive common stock equivalents	Effect of dilutive common stock equivalents	520		190		—		158		Effect of dilutive common stock equivalents	607		—		619		—
Diluted	Diluted	244,195		244,376		243,643		246,898		Diluted	240,973		243,675		242,637		243,627

Net income (loss) attributable to Pilgrim’s Pride Corporation per share of common stock outstanding:	Net income (loss) attributable to Pilgrim’s Pride Corporation per share of common stock outstanding:									Net income (loss) attributable to Pilgrim’s Pride Corporation per share of common stock outstanding:
Basic	Basic	$	0.25	$	0.14	$	(0.02)	$	0.38	Basic	$	1.51	$	(0.68)	$	2.65	$	(0.27)
Diluted	Diluted	$	0.25	$	0.14	$	(0.02)	$	0.38	Diluted	$	1.50	$	(0.68)	$	2.65	$	(0.27)

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.


PILGRIM’S PRIDE CORPORATION	PILGRIM’S PRIDE CORPORATION									PILGRIM’S PRIDE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME	CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME									CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)	(Unaudited)									(Unaudited)

		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		September 26, 2021		September 27, 2020		September 26, 2021		September 27, 2020			June 26, 2022		June 27, 2021		June 26, 2022		June 27, 2021
		(In thousands)									(In thousands)
Net income (loss)	Net income (loss)	$	60,835	$	33,691	$	(5,200)	$	94,740	Net income (loss)	$	362,021	$	(166,503)	$	642,581	$	(66,035)
Other comprehensive income (loss):	Other comprehensive income (loss):									Other comprehensive income (loss):
Foreign currency translation adjustment:	Foreign currency translation adjustment:									Foreign currency translation adjustment:
Gains (losses) arising during the period	Gains (losses) arising during the period	(36,003)		66,626		13,135		(48,921)		Gains (losses) arising during the period	(199,328)		15,847		(257,530)		49,138

Derivative financial instruments designated as cash flow hedges:	Derivative financial instruments designated as cash flow hedges:									Derivative financial instruments designated as cash flow hedges:
Gains (losses) arising during the period	Gains (losses) arising during the period	(1,030)		1,281		1,179		3,182		Gains (losses) arising during the period	(851)		741		(323)		2,209
Income tax effect	Income tax effect	9		194		41		194		Income tax effect	—		25		—		32
Reclassification to net earnings for losses (gains) realized	Reclassification to net earnings for losses (gains) realized	102		(1,619)		(1,146)		(1,039)		Reclassification to net earnings for losses (gains) realized	1,162		(1,080)		1,319		(1,248)
Income tax effect	Income tax effect	(43)		—		(115)		—		Income tax effect	18		(40)		(24)		(72)
Available-for-sale securities:
Gains (losses) arising during the period		—		(8)		—		6
Income tax effect		—		—		—		(4)
Reclassification to net earnings for gains realized		—		(6)		—		(18)
Income tax effect		—		1		—		4

Defined benefit plans:	Defined benefit plans:									Defined benefit plans:
Gains (losses) arising during the period		(7,073)		1,250		32,030		(43,711)
Gains arising during the period										Gains arising during the period	7,502		9,876		16,153		39,103
Income tax effect	Income tax effect	1,412		(10,094)		(8,506)		(930)		Income tax effect	(1,837)		(3,588)		(4,009)		(9,918)
Reclassification to net earnings of losses realized	Reclassification to net earnings of losses realized	613		376		1,568		1,127		Reclassification to net earnings of losses realized	345		384		577		955
Income tax effect	Income tax effect	(143)		(94)		(368)		(281)		Income tax effect	(84)		(90)		(141)		(225)
Total other comprehensive income (loss), net of tax	Total other comprehensive income (loss), net of tax	(42,156)		57,907		37,818		(90,391)		Total other comprehensive income (loss), net of tax	(193,073)		22,075		(243,978)		79,974
Comprehensive income		18,679		91,598		32,618		4,349
Less: Comprehensive income attributable to noncontrolling interests		110		245		554		62
Comprehensive income attributable to Pilgrim’s Pride Corporation		$	18,569	$	91,353	$	32,064	$	4,287
Comprehensive income (loss)										Comprehensive income (loss)	168,948		(144,428)		398,603		13,939
Less: Comprehensive income (loss) attributable to noncontrolling interests										Less: Comprehensive income (loss) attributable to noncontrolling interests	(95)		184		27		444
Comprehensive income (loss) attributable to Pilgrim’s Pride Corporation										Comprehensive income (loss) attributable to Pilgrim’s Pride Corporation	$	169,043	$	(144,612)	$	398,576	$	13,495

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.


PILGRIM’S PRIDE CORPORATION	PILGRIM’S PRIDE CORPORATION																	PILGRIM’S PRIDE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY	CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY																	CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)	(Unaudited)																	(Unaudited)

Nine Months Ended September 26, 2021		Common Stock			Treasury Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interest		Total
Six Months Ended June 26, 2022																		Six Months Ended June 26, 2022	Common Stock			Treasury Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interest		Total
		Shares	Amount		Shares	Amount		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interest		Total			Shares	Amount		Shares	Amount
		(In thousands)																	(In thousands)
Balance at December 27, 2020		261,185	$	2,612	(17,673)	$	(345,134)	$	1,954,334	$	972,569	$	(20,620)	$	11,586	$	2,575,347
Net loss		—	—		—	—		—		(5,754)		—		554		(5,200)
Other comprehensive income, net of tax		—	—		—	—		—		—		37,818		—		37,818
Stock-based compensation plans:
Common stock issued under compensation plans		162	2		—	—		(2)		—		—		—		—
Requisite service period recognition		—	—		—	—		8,418		—		—		—		8,418

Balance at September 26, 2021		261,347	$	2,614	(17,673)	$	(345,134)	$	1,962,750	$	966,815	$	17,198	$	12,140	$	2,616,383

Three Months Ended September 26, 2021		Common Stock			Treasury Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income		Noncontrolling Interest		Total
		Shares	Amount		Shares	Amount
		(In thousands)
Balance at June 27, 2021		261,347	$	2,614	(17,673)	$	(345,134)	$	1,959,558	$	906,090	$	59,354	$	12,030	$	2,594,512
Balance at December 26, 2021																		Balance at December 26, 2021	261,347	$	2,614	(17,673)	$	(345,134)	$	1,964,028	$	1,003,569	$	(47,997)	$	11,854	$	2,588,934
Net income	Net income	—	—		—	—		—		60,725		—		110		60,835		Net income	—	—		—	—		—		642,554		—		27		642,581
Other comprehensive loss, net of tax	Other comprehensive loss, net of tax	—	—		—	—		—		—		(42,156)		—		(42,156)		Other comprehensive loss, net of tax	—	—		—	—		—		—		(243,978)		—		(243,978)
Stock-based compensation plans:	Stock-based compensation plans:																	Stock-based compensation plans:
Common stock issued under compensation plans	Common stock issued under compensation plans	—	—		—	—		—		—		—		—		—		Common stock issued under compensation plans	231	2		—	—		(2)		—		—		—		—
Requisite service period recognition	Requisite service period recognition	—	—		—	—		3,192		—		—		—		3,192		Requisite service period recognition	—	—		—	—		4,536		—		—		—		4,536
Common stock purchased under share repurchase program																		Common stock purchased under share repurchase program	—	—		(4,632)	(119,989)		—		—		—		—		(119,989)
Balance at June 26, 2022																		Balance at June 26, 2022	261,578	$	2,616	(22,305)	$	(465,123)	$	1,968,562	$	1,646,123	$	(291,975)	$	11,881	$	2,872,084

Balance at September 26, 2021		261,347	$	2,614	(17,673)	$	(345,134)	$	1,962,750	$	966,815	$	17,198	$	12,140	$	2,616,383
Three Months Ended June 26, 2022																		Three Months Ended June 26, 2022	Common Stock			Treasury Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total
																			Shares	Amount		Shares	Amount
																			(In thousands)

Balance at March 27, 2022																		Balance at March 27, 2022	261,568	$	2,616	(18,831)	$	(372,157)	$	1,966,066	$	1,284,007	$	(98,902)	$	11,976	$	2,793,606
Net income (loss)																		Net income (loss)	—	—		—	—		—		362,116		—		(95)		362,021
Other comprehensive loss, net of tax																		Other comprehensive loss, net of tax	—	—		—	—		—		—		(193,073)		—		(193,073)
Stock-based compensation plans:																		Stock-based compensation plans:
Common stock issued under compensation plans																		Common stock issued under compensation plans	10	—		—	—		—		—		—		—		—
Requisite service period recognition																		Requisite service period recognition	—	—		—	—		2,496		—		—		—		2,496
Common stock purchased under share repurchase program																		Common stock purchased under share repurchase program	—	—		(3,474)	(92,966)		—		—		—		—		(92,966)
Balance at June 26, 2022																		Balance at June 26, 2022	261,578	$	2,616	(22,305)	$	(465,123)	$	1,968,562	$	1,646,123	$	(291,975)	$	11,881	$	2,872,084

Nine Months Ended September 27, 2020 Common Stock Treasury Stock Additional
Paid-in
Capital Retained Earnings Accumulated
Other
Comprehensive
Loss Noncontrolling
Interest Total
Shares Amount Shares Amount
(In thousands)
Balance at December 29, 2019 261,119 $ 2,611 (11,547) $ (234,892) $ 1,955,261 $ 877,812 $ (75,129) $ 10,397 $ 2,536,060
Net income — — — — — 94,678 — 62 94,740
Other comprehensive loss, net of tax — — — — — — (90,391) — (90,391)
Stock-based compensation plans:
Common stock issued under compensation plans 66 1 — — (1) — — — —
Requisite service period recognition — — — — (1,291) — — — (1,291)
Common stock purchased under share repurchase program — — (5,974) (107,806) — — — — (107,806)
Balance at September 27, 2020 261,185 $ 2,612 (17,521) $ (342,698) $ 1,953,969 $ 972,490 $ (165,520) $ 10,459 $ 2,431,312
Three Months Ended September 27, 2020 Common Stock Treasury Stock Additional
Paid-in
Capital Retained Earnings Accumulated
Other
Comprehensive
Loss Noncontrolling
Interest Total
Shares Amount Shares Amount
(In thousands)
Balance at June 28, 2020 261,185 $ 2,612 (15,668) $ (312,771) $ 1,958,727 $ 939,044 $ (223,427) $ 10,214 $ 2,374,399
Net income — — — — — 33,446 — 245 33,691
Other comprehensive income, net of tax — — — — — — 57,907 — 57,907
Stock-based compensation plans:
Common stock issued under compensation plans — — — — — — — — —
Requisite service period recognition — — — — (4,758) — — — (4,758)
Common stock purchased under share repurchase program — — (1,853) (29,927) — — — — (29,927)
Balance at September 27, 2020 261,185 $ 2,612 (17,521) $ (342,698) $ 1,953,969 $ 972,490 $ (165,520) $ 10,459 $ 2,431,312


Six Months Ended June 27, 2021	Common Stock			Treasury Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interest		Total
	Shares	Amount		Shares	Amount
	(In thousands)
Balance at December 27, 2020	261,185	$	2,612	(17,673)	$	(345,134)	$	1,954,334	$	972,569	$	(20,620)	$	11,586	$	2,575,347
Net income (loss)	—	—		—	—		—		(66,479)		—		444		(66,035)
Other comprehensive income, net of tax	—	—		—	—		—		—		79,974		—		79,974
Stock-based compensation plans:
Common stock issued under compensation plans	162	2		—	—		(2)		—		—		—		—
Requisite service period recognition	—	—		—	—		5,226		—		—		—		5,226


Balance at June 27, 2021	261,347	$	2,614	(17,673)	$	(345,134)	$	1,959,558	$	906,090	$	59,354	$	12,030	$	2,594,512

Three Months Ended June 27, 2021	Common Stock			Treasury Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income		Noncontrolling Interests		Total
	Shares	Amount		Shares	Amount
	(In thousands)
Balance at March 28, 2021	261,338	$	2,613	(17,673)	$	(345,134)	$	1,956,375	$	1,072,777	$	37,279	$	11,846	$	2,735,756
Net income (loss)	—	—		—	—		—		(166,687)		—		184		(166,503)
Other comprehensive income, net of tax	—	—		—	—		—		—		22,075		—		22,075
Stock-based compensation plans:
Common stock issued under compensation plans	9	1		—	—		(1)		—		—		—		—
Requisite service period recognition	—	—		—	—		3,184		—		—		—		3,184

Balance at June 27, 2021	261,347	$	2,614	(17,673)	$	(345,134)	$	1,959,558	$	906,090	$	59,354	$	12,030	$	2,594,512

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.


PILGRIM’S PRIDE CORPORATION	PILGRIM’S PRIDE CORPORATION					PILGRIM’S PRIDE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS					CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)	(Unaudited)					(Unaudited)

		Nine Months Ended					Six Months Ended
		September 26, 2021		September 27, 2020			June 26, 2022		June 27, 2021
		(In thousands)					(In thousands)
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income (loss)	Net income (loss)	$	(5,200)	$	94,740	Net income (loss)	$	642,581	$	(66,035)
Adjustments to reconcile net income to cash provided by operating activities:
Adjustments to reconcile net income (loss) to cash provided by operating activities:						Adjustments to reconcile net income (loss) to cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	274,336		248,641		Depreciation and amortization	201,996		182,260
Deferred income tax expense (benefit)		(26,436)		37,739
Loss on early extinguishment of debt recognized as a component of interest expense		24,654		—
Deferred income tax benefit						Deferred income tax benefit	(35,538)		(32,809)
Stock-based compensation	Stock-based compensation	8,418		(1,291)		Stock-based compensation	4,346		5,168
Loan cost amortization	Loan cost amortization	3,762		3,635		Loan cost amortization	2,827		2,279
Gain on property disposals		(3,605)		(8,009)
Loss (gain) on property disposals						Loss (gain) on property disposals	2,718		(5,057)
Accretion of discount related to Senior Notes	Accretion of discount related to Senior Notes	1,104		737		Accretion of discount related to Senior Notes	859		675
Loss (gain) on equity-method investments						Loss (gain) on equity-method investments	4		(8)
Loss on early extinguishment of debt recognized as a component of interest expense						Loss on early extinguishment of debt recognized as a component of interest expense	—		24,254
Amortization of premium related to Senior Notes	Amortization of premium related to Senior Notes	(167)		(501)		Amortization of premium related to Senior Notes	—		(167)
Loss (gain) on equity-method investments		(12)		297
Negative adjustment to previously recognized gain on bargain purchase		—		3,746

Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Trade accounts and other receivables	Trade accounts and other receivables	(138,948)		44,615		Trade accounts and other receivables	(216,523)		(117,610)
Inventories	Inventories	(149,653)		41,292		Inventories	(309,360)		(173,947)
Prepaid expenses and other current assets	Prepaid expenses and other current assets	13,718		(29,290)		Prepaid expenses and other current assets	13,173		(6,027)
Accounts payable, accrued expenses and other current liabilities	Accounts payable, accrued expenses and other current liabilities	274,932		93,114		Accounts payable, accrued expenses and other current liabilities	96,083		266,487
Income taxes	Income taxes	66,413		(30,868)		Income taxes	21,959		46,638

Long-term pension and other postretirement obligations	Long-term pension and other postretirement obligations	(13,491)		(823)		Long-term pension and other postretirement obligations	(1,717)		(9,507)
Other operating assets and liabilities	Other operating assets and liabilities	(2,330)		10,561		Other operating assets and liabilities	(2,189)		(1,642)
Cash provided by operating activities	Cash provided by operating activities	327,495		508,335		Cash provided by operating activities	421,219		114,952
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Acquisitions of property, plant and equipment	Acquisitions of property, plant and equipment	(280,820)		(242,603)		Acquisitions of property, plant and equipment	(196,205)		(183,744)
Purchase of acquired business, net of cash acquired						Purchase of acquired business, net of cash acquired	(4,847)		—
Proceeds from property disposals	Proceeds from property disposals	22,896		21,715		Proceeds from property disposals	2,362		21,385
Purchase of acquired business, net of cash acquired		(953,947)		(4,216)

Cash used in investing activities	Cash used in investing activities	(1,211,871)		(225,104)		Cash used in investing activities	(198,690)		(162,359)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:

Proceeds from revolving line of credit and long-term borrowings	Proceeds from revolving line of credit and long-term borrowings	2,951,707		386,696		Proceeds from revolving line of credit and long-term borrowings	351,065		1,540,133
Payments on revolving line of credit, long-term borrowings and finance lease obligations	Payments on revolving line of credit, long-term borrowings and finance lease obligations	(2,005,960)		(56,763)		Payments on revolving line of credit, long-term borrowings and finance lease obligations	(170,022)		(1,522,416)
Purchase of common stock under share repurchase program						Purchase of common stock under share repurchase program	(119,989)		—
Payments of capitalized loan costs						Payments of capitalized loan costs	(3,052)		(8,650)
Payment of equity distribution under Tax Sharing Agreement between JBS USA Holdings and Pilgrim’s Pride Corporation						Payment of equity distribution under Tax Sharing Agreement between JBS USA Holdings and Pilgrim’s Pride Corporation	(1,961)		(650)
Payments on early extinguishment of debt	Payments on early extinguishment of debt	(21,258)		—		Payments on early extinguishment of debt	—		(21,258)
Payments of capitalized loan costs		(22,293)		—
Payment of equity distribution under Tax Sharing Agreement between JBS USA Food Company Holdings and Pilgrim’s Pride Corporation		(650)		—
Purchase of common stock under share repurchase program		—		(107,806)

Cash provided by financing activities		901,546		222,127
Cash provided by (used in) financing activities						Cash provided by (used in) financing activities	56,041		(12,841)
Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	(381)		(799)		Effect of exchange rate changes on cash and cash equivalents	(6,067)		1,859
Increase in cash, cash equivalents and restricted cash		16,789		504,559
Cash, cash equivalents and restricted cash, beginning of period		548,406		280,577
Cash, cash equivalents and restricted cash, end of period		$	565,195	$	785,136
Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents						Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents	272,503		(58,389)
Cash, cash equivalents, restricted cash and restricted cash equivalents, beginning of period						Cash, cash equivalents, restricted cash and restricted cash equivalents, beginning of period	450,121		548,406
Cash, cash equivalents, restricted cash and restricted cash equivalents, end of period						Cash, cash equivalents, restricted cash and restricted cash equivalents, end of period	$	722,624	$	490,017

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. ~~GENERAL~~BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business

Pilgrim’s Pride Corporation (referred to herein as “Pilgrim’s,” “PPC,” “the Company,” “we,” “us,” “our,” or similar terms) is one of the largest chicken producers in the world, with operations in the United States (“U.S.”), the United Kingdom (“U.K.”), Mexico, France, Puerto Rico, the Netherlands and the Republic of Ireland. Pilgrim’s products are sold to foodservice, retail and frozen entrée customers. The Company’s primary distribution is through retailers, foodservice distributors and restaurants throughout the countries listed above. Additionally, the Company exports chicken and pork products to approximately ~~124~~120 countries. ~~Pilgrim’s~~Our fresh products consist of refrigerated (nonfrozen) whole ~~chickens, whole~~or cut-up ~~chickens, both marinated and non-marinated~~chicken, selected chicken parts that are either marinated or non-marinated, primary pork cuts, ~~value-added~~added value pork and pork ribs. The Company’s prepared products include fully cooked, ready-to-cook and ~~individually-frozen~~individually frozen chicken parts, strips, nuggets and patties, processed sausages, bacon, smoked meat, gammon joints, pre-packed meats, sandwich and deli counter meats and meat balls. The Company’s other products include plant-based protein offerings, ready-to-eat meals, multi-protein frozen foods, vegetarian foods and desserts. The Company also provides direct-to-consumer meals and hot food-to-go solutions in the U.K. and the Republic of Ireland. We operate feed mills, hatcheries, processing plants and distribution centers in 14 U.S. states, the U.K., Mexico, France, Puerto Rico, the Netherlands and the Republic of Ireland. As of ~~September~~June 26, ~~2021,~~2022, Pilgrim’s had ~~approximately 58,900~~over 60,000 employees. As of ~~September~~June 26, ~~2021,~~2022, PPC had the capacity to process approximately ~~43.7~~43.5 million birds per 5-day work ~~week for a total of more than 13.7 billion pounds of live chicken annually.~~week. Approximately ~~4,800~~4,750 contract growers supply chicken for the Company’s operations. As of ~~September~~June 26, ~~2021,~~2022, PPC had the capacity to process approximately ~~44,300~~49,500 pigs per 5-day work week ~~for a total of 445.1 million pounds of live pork annually~~ and approximately ~~285~~275 contract growers supply pork for the Company’s operations. As of ~~September~~June 26, ~~2021,~~2022, JBS S.A., through its indirect wholly-owned subsidiaries (together, ~~“JBS”~~“JBS��), beneficially owned ~~80.2%~~81.7% of the Company’s outstanding common stock.

Condensed Consolidated Financial Statements

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal and recurring adjustments unless otherwise disclosed) considered necessary for a fair presentation have been included. Operating results for the ~~nine~~six months ended ~~September~~June 26, ~~2021~~2022 are not necessarily indicative of the results that may be expected for the year ending December ~~26, 2021.~~25, 2022. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December ~~27, 2020.~~26, 2021.

The Company operates on the basis of a 52/53 week fiscal year ending on the Sunday falling on or before December 31. Any reference we make to a particular year (for example, ~~2021)~~2022) in the notes to these Condensed Consolidated Financial Statements applies to our fiscal year and not the calendar year. The three months ended ~~September~~June 26, 2022 represents the period from March 28, 2022 through June 26, 2022. The three months ended June 27, 2021 represents the period from ~~June 28,~~March 29, 2021 through ~~September 26,~~June 27, 2021. The ~~nine~~six months ended ~~September~~June 26, 2022 represents the period from December 27, 2021 through June 26, 2022. The six months ended June 27, 2021 represents the period from December 28, 2020 through ~~September 26,~~June 27, 2021. The three months ended September 27, 2020 represents the period from June 29, 2020 through September 27, 2020. The nine months ended September 27, 2020 represents the period from December 30, 2019 through September 27, 2020.

The Condensed Consolidated Financial Statements include the accounts of the Company and its majority-owned subsidiaries. We eliminate all significant affiliate accounts and transactions upon consolidation.

The Condensed Consolidated Financial Statements have been prepared in conformity with U.S. GAAP using management’s best estimates and judgments. These estimates and judgments affect the reported amounts of assets and liabilities and disclosure of the contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ materially from these estimates and judgments. Significant estimates made by the Company include the allowance for ~~doubtful accounts,~~credit losses, reserves related to inventory obsolescence or valuation, useful lives of long-lived assets, goodwill, valuation of deferred tax assets, insurance accruals, valuation of pension and other postretirement benefits obligations, income tax accruals, certain derivative positions, certain litigation reserves and valuations of acquired businesses.

~~Table of Contents~~

The functional currency of the Company’s U.S. and Mexico operations and certain holding-company subsidiaries in Luxembourg, the U.K., Malta and the Republic of Ireland is the U.S. dollar. The functional currency of its U.K. operations is

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the British pound. The functional currency of the Company’s operations in France, the Netherlands and the Republic of Ireland is the euro. For foreign currency-denominated entities other than the Company’s Mexico operations, translation from local currencies into U.S. dollars is performed for most assets and liabilities using the exchange rates in effect as of the balance sheet date. Income and expense accounts are remeasured using average exchange rates for the period. Adjustments resulting from translation of these financial records are reflected as a separate component of Accumulated other comprehensive ~~income (loss)~~loss in the Condensed Consolidated Balance Sheets. For the Company’s Mexico operations, remeasurement from the Mexican peso to U.S. dollars is performed for monetary assets and liabilities using the exchange rate in effect as of the balance sheet date. Remeasurement is performed for non-monetary assets using the historical exchange rate in effect on the date of each asset’s acquisition. Income and expense accounts are remeasured using average exchange rates for the period. Net adjustments resulting from remeasurement of these financial records, as well as foreign currency transaction gains and losses, are reflected in Foreign currency transaction ~~loss (gain)~~losses in the Condensed Consolidated Statements of Income.

Restricted Cash and Restricted Cash Equivalents

The Company is required to maintain cash balances with a broker as collateral for exchange traded futures contracts. These balances are classified as restricted cash as they are not available for use by the Company to fund daily operations. The balance of restricted cash and restricted cash equivalents may also include investments in U.S. Treasury Bills that qualify as restricted cash equivalents, as required by the broker, to offset the obligation to return cash collateral.

The following table reconciles cash, cash equivalents, restricted cash and restricted cash equivalents as reported in the Condensed Consolidated Balance Sheets to the total of the same amounts shown in the Condensed Consolidated Statements of Cash Flows:

September 26, 2021 December 27, 2020
(In thousands)
Cash and cash equivalents $ 511,084 $ 547,624
Restricted cash 54,111 782
Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows $ 565,195 $ 548,406


	June 26, 2022		December 26, 2021
	(In thousands)
Cash and cash equivalents	$	682,126	$	427,661
Restricted cash and restricted cash equivalents	40,498		22,460
Total cash, cash equivalents, restricted cash and restricted cash equivalents shown in the Condensed Consolidated Statements of Cash Flows	$	722,624	$	450,121

~~Recent~~ Accounting Pronouncements Adopted ~~as of December 28, 2020~~in 2022

In ~~December 2019,~~November 2021, the FASB issued ASU ~~2019-12,~~2021-10, ~~Simplifying the Accounting for Income Taxes~~Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance, which ~~is intended to improve consistency and simplify several areas~~requires annual disclosures for transactions with a government authority that are accounted for by a grant or contribution model. The guidance requires disclosure about the nature of ~~existing guidance. ASU 2019-12 removes~~ certain ~~exceptions to~~government assistance received, the ~~general principles related to~~accounting treatment for the ~~approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period~~transactions, and the ~~recognition~~effect of ~~deferred tax liabilities~~the transactions on the financial statements. The guidance is effective for ~~outside basis differences. The new guidance also clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill.~~annual periods beginning after December 15, 2021, with early adoption permitted. The adoption of this guidance did not have a material impact on our ~~financial statements.~~Condensed Consolidated Financial Statements.

~~In January 2020, the FASB issued ASU 2020-01,~~ ~~Clarifying the Interactions between Topic 321, Topic 323, and Topic 815,~~ which clarifies that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. This update also specifies that for the purpose of applying paragraph 815-10-15-1419(a) an entity should not consider whether, upon the settlement of the forward contract or exercise of the purchased option, individually or with existing investments, the underlying securities would be accounted for under the equity method in Topic 323 or the fair value option in accordance with the financial instruments guidance in Topic 825. The entity also would evaluate the remaining characteristics in paragraph 815-10-15-141 to determine the accounting for those forward contracts and purchased options. The adoption of this guidance did not have a material impact on our financial statements.

~~In October 2020, the FASB issued ASU 2020-10,~~ ~~Codification Improvements,~~ which provided codification updates for technical corrections such as conforming amendments, clarifications to guidance, simplifications to wording or structure of guidance, and other minor improvements. Additionally, changes to clarify the codification or correct unintended application of guidance that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities were also included in this update. The adoption of this guidance did not have a material impact on our financial statements.

~~Recent~~ Accounting Pronouncements Not Yet Adopted as of ~~September~~June 26, ~~2021~~

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2022

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions to the application of current GAAP to existing contracts, hedging relationships and other transactions affected by reference rate reform. The new guidance will ease the transition to new reference rates by allowing entities to update contracts and hedging relationships without applying many of the contract modification requirements specific to those contracts. The provisions of the new guidance will be effective beginning March 12, 2020, extending through December 31, 2022 with the option to apply the guidance at any point during that time period. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848), which provides further clarification on the scope of Topic 848 so that derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions in Topic 848. Once an entity elects an expedient or exception it must be applied to all eligible contracts or transactions. We currently have hedging transactions and debt agreements that reference LIBOR and will apply the new guidance as these contracts are modified to reference other rates. The Company plans to adopt this guidance effective December 26, 2022 and does not expect implementation to have a material impact on our Condensed Consolidated Financial Statements.

2. BUSINESS ACQUISITION

On September 24, 2021, the Company acquired 100% of the equity of the Kerry Consumer Foods’ meats and meals businesses, collectively known as Pilgrim’s Food Masters, for cash of £695.3 million, or $954.1 million, subject to working capital adjustments. The acquisition was funded with the Company’s recent senior notes offering and borrowings under the credit facility. During the first quarter of 2022, a payment of $4.8 million for working capital and net debt adjustments was paid

to the sellers bringing the total cash paid to $958.9 million. The acquisition solidifies Pilgrim’s as a leading European food company. The specialty meats business is a leading manufacturer of branded and private label meats, meat snacks and food-to-go products in the U.K. and the Republic of Ireland. The ready meals business is a leading ethnic chilled and frozen ready meals business in the U.K. The acquired operations are included in the Company’s U.K. and Europe reportable segment.

2.To date, transaction costs incurred in conjunction with this acquisition were approximately $19.3 million. These costs were expensed as incurred and are reflected within Selling, general and administrative expense in the Company’s Consolidated Statements of Income.

The results of operations of the acquired business since September 24, 2021 are included in the Company’s Condensed Consolidated Statements of Income. Net sales and net income generated by the acquired business during the three months ended June 26, 2022 totaled $265.8 million and $3.5 million, respectively. Net sales generated and net income generated by the acquired business during the six months ended June 26, 2022 totaled $526.5 million and $5.4 million, respectively.

The assets acquired and liabilities assumed in the acquisition were measured at their fair values as of September 24, 2021 as set forth below. The excess of the purchase price over the fair value of the identified net assets was recorded as goodwill in the Company’s U.K. and Europe reportable segment. The factors contributing to the amount of goodwill are based on several strategic and synergistic benefits that are expected to be realized from the acquisition as well as the assembled workforce. Benefits include (1) complementary product offerings, (2) an enhanced footprint in the U.K. and the Republic of Ireland and (3) an enhanced position in the fast-growing plant-based protein, direct-to-consumer and hot food-to-go markets. The goodwill is not expected to be tax deductible.

The fair values recorded for the assets acquired and liabilities assumed for the acquisition are as follows (in thousands):


Cash and cash equivalents	$	113
Trade accounts and other receivables	7,387
Inventories	60,341
Prepaid expenses and other current assets	1,727
Operating lease assets	14,648
Property, plant and equipment	247,133
Intangible assets	415,157
Other assets	335
Total assets acquired	746,841

Accounts payable	4,615
Other current liabilities	407
Operating lease liabilities	18,996
Deferred tax liabilities	114,701
Other long-term liabilities	2,612
Total liabilities assumed	141,331
Total identifiable net assets	605,510
Goodwill	353,397
Total consideration transferred	$	958,907

The valuation of intangible assets of $415.2 million consisted of: (1) trade names with indefinite lives of $214.0 million; (2) trade names of $36.8 million with useful lives ranging from 15 years to 20 years; and (3) customer and distributor relationships of $164.3 million with useful lives ranging from 15 years to 18 years.

The following unaudited pro forma information presents the combined financial results for the Company and PFM for 2021 as if the acquisition had been completed at the beginning of 2021:


	Six Months Ended
	June 26, 2022		June 27, 2021
	(In thousands, except per share amounts)
Net sales	$	8,872,043	$	7,354,634
Net income (loss) attributable to Pilgrim's Pride Corporation	643,223		(97,526)
Net income (loss) attributable to Pilgrim's Pride Corporation per common share - diluted	$	2.65	$	(0.40)

The above unaudited pro forma financial information is presented for informational purposes only and does not purport to represent what the Company’s results of operations would have been had it completed the acquisition on the date assumed, nor is it necessarily indicative of the results that may be expected in future periods. Pro forma adjustments include depreciation on the values of acquired property, plant and equipment, amortization on the values of acquired intangible assets, interest expense on debt issued to finance the acquisition, acquisition-related costs incurred by Pilgrim’s and its subsidiaries and the related income tax effect of these adjustments. Pro forma adjustments exclude cost savings from any synergies resulting from the acquisition.

3. REVENUE RECOGNITION

The vast majority of the Company’s revenue is derived from contracts which are based upon a customer ordering our products. While there may be master agreements, the contract is only established when the customer’s order is accepted by the Company. The Company accounts for a contract, which may be verbal or written, when it is approved and committed by both parties, the rights of the parties are identified along with payment terms, the contract has commercial substance and collectability is probable.

The Company evaluates the transaction for distinct performance obligations, which are the sale of its products to customers. Since its products are commodity market-priced, the sales price is representative of the observable, standalone selling price. Each performance obligation is recognized based upon a pattern of recognition that reflects the transfer of control to the customer at a point in time, which is upon destination (customer location or port of destination), which faithfully depicts the transfer of control and recognition of revenue. There are instances of customer pick-up at the Company’s facility, in which case control transfers to the customer at that point and the Company recognizes revenue. The Company’s performance obligations are typically fulfilled within days to weeks of the acceptance of the order.

The Company makes judgments regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from revenue and cash flows with customers. Determination of a contract requires evaluation and judgment along with the estimation of the total contract value and if any of the contract value is constrained. Due to the nature of our business, there is minimal variable consideration, as the contract is established at the acceptance of the order from the customer. When applicable, variable consideration is estimated at contract inception and updated on a regular basis until the contract is completed. Allocating the transaction price to a specific performance obligation based upon the relative standalone selling prices includes estimating the standalone selling prices including discounts and variable consideration.

~~Disaggregated Revenue~~

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Disaggregated Revenue

Revenue has been disaggregated into the categories below to show how economic factors affect the nature, amount, timing and uncertainty of revenue and cash flows:

Three Months Ended September 26, 2021
(In thousands)
Fresh Prepared Export Other Total
U.S. chicken $ 1,931,953 $ 235,763 $ 117,454 $ 181,680 $ 2,466,850
U.K. and Europe chicken 195,967 274,275 83,430 22,036 575,708
Mexico chicken 375,470 31,209 — 23,597 430,276
Total chicken 2,503,390 541,247 200,884 227,313 3,472,834
U.K. and Europe pork 52,265 269,563 21,012 11,892 354,732
Total net sales $ 2,555,655 $ 810,810 $ 221,896 $ 239,205 $ 3,827,566


	Three Months Ended June 26, 2022
	(In thousands)
	Fresh		Prepared		Export		Other		Total
U.S.	$	2,312,418	$	303,963	$	141,015	$	142,482	$	2,899,878
U.K. and Europe	232,045		791,189		184,862		36,956		1,245,052
Mexico	425,849		39,338		—		21,531		486,718
Total net sales	$	2,970,312	$	1,134,490	$	325,877	$	200,969	$	4,631,648

Three Months Ended September 27, 2020
(In thousands)
Fresh Prepared Export Other Total
U.S. chicken $ 1,590,003 $ 163,604 $ 58,871 $ 81,744 1,894,222
U.K. and Europe chicken 221,862 201,884 62,783 17,368 503,897
Mexico chicken 314,233 10,830 — 10,159 335,222
Total chicken 2,126,098 376,318 121,654 109,271 2,733,341
U.K. and Europe pork 176,667 125,963 18,378 20,772 341,780
Total net sales $ 2,302,765 $ 502,281 $ 140,032 $ 130,043 $ 3,075,121
Nine Months Ended September 26, 2021
(In thousands)
Fresh Prepared Export Other Total
U.S. chicken $ 5,337,016 $ 637,344 $ 347,269 $ 393,250 $ 6,714,879
U.K. and Europe chicken 624,414 735,985 223,147 55,764 1,639,310
Mexico chicken 1,150,486 88,352 — 63,953 1,302,791
Total chicken 7,111,916 1,461,681 570,416 512,967 9,656,980
U.K. and Europe pork 290,673 709,743 55,489 25,804 1,081,709
Total net sales $ 7,402,589 $ 2,171,424 $ 625,905 $ 538,771 $ 10,738,689
Nine Months Ended September 27, 2020
(In thousands)
Fresh Prepared Export Other Total
U.S. chicken $ 4,584,162 $ 535,960 $ 215,194 $ 284,475 $ 5,619,791
U.K. and Europe chicken 678,369 533,862 164,657 49,154 1,426,042
Mexico chicken 843,835 54,315 — 30,991 929,141
Total chicken 6,106,366 1,124,137 379,851 364,620 7,974,974
U.K. and Europe pork 509,663 382,500 52,521 54,414 999,098
Total net sales $ 6,616,029 $ 1,506,637 $ 432,372 $ 419,034 $ 8,974,072


	Three Months Ended June 27, 2021
	(In thousands)
	Fresh		Prepared		Export		Other		Total
U.S.	$	1,807,640	$	207,309	$	115,844	$	117,676	$	2,248,469
U.K. and Europe	279,968		525,769		94,813		35,296		935,846
Mexico	402,295		29,738		—		21,350		453,383
Total net sales	$	2,489,903	$	762,816	$	210,657	$	174,322	$	3,637,698

~~Shipping and Handling~~


	Six Months Ended June 26, 2022
	(In thousands)
	Fresh		Prepared		Export		Other		Total
U.S.	$	4,400,039	$	559,050	$	274,813	$	247,184	$	5,481,086
U.K. and Europe	469,354		1,537,825		358,273		71,582		2,437,034
Mexico	836,269		75,479		—		42,175		953,923
Total net sales	$	5,705,662	$	2,172,354	$	633,086	$	360,941	$	8,872,043


	Six Months Ended June 27, 2021
	(In thousands)
	Fresh		Prepared		Export		Other		Total
U.S.	$	3,405,063	$	401,581	$	229,815	$	211,570	$	4,248,029
U.K. and Europe	666,855		901,889		174,194		47,641		1,790,579
Mexico	775,016		57,143		—		40,356		872,515
Total net sales	$	4,846,934	$	1,360,613	$	404,009	$	299,567	$	6,911,123

Contract Costs

InThe Company can incur incremental costs to obtain or fulfill a contract such as broker expenses that are not expected to be recovered. The amortization period for such expenses is less than one year; therefore, the rare case when shipping and handling activities are performed after a customer obtains control of the good, the Company has elected to account for shipping and handling as activities to fulfill the promise to transfer the good. When revenue

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~~is recognized for the related good before the shipping and handling activities occur, the related costs of those shipping and handling activities are accrued. Shipping and handling~~ costs are ~~recorded within cost of sales.~~expensed as incurred.

Taxes

The Company excludes all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the entity from a customer (for example, sales, use, value added and some excise taxes) from the transaction price.

Contract Balances

The Company receives payment from customers based on terms established with the customer. Payments are typically due within ~~two weeks~~14 to 30 days of delivery. Revenue contract liabilities relate to payments received in advance of satisfying the performance under the customer contract. The revenue contract ~~liability relates~~liabilities relate to customer prepayments and the advanced consideration, such as cash, received from governmental agency contracts for which performance obligations to the end customer have not been satisfied.

Changes in the revenue contract liabilities balance are as ~~follows:~~follows (in thousands):

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	~~September 26, 2021~~
	~~(In thousands)~~
Balance as of December ~~27, 2020~~26, 2021	$	~~65,918~~22,321
Revenue recognized	~~(57,494)~~(21,334)
Cash received, excluding amounts recognized as revenue during the period	~~12,140~~27,201
Balance as of ~~September~~June 26, ~~2021~~2022	$	~~20,564~~28,188

Accounts Receivable

The Company records accounts receivable when revenue is recognized. ~~The Company records~~We record an allowance for ~~doubtful accounts to reduce the~~credit losses, reducing our receivables balance to an amount ~~it estimates~~we estimate is collectible from our customers. Estimates used in determining the allowance for ~~doubtful accounts~~credit losses are based on historical collection experience, current trends, aging of accounts receivable, and periodic credit evaluations of our customers’ financial condition. ~~The Company writes~~We write off accounts receivable when it becomes apparent, based upon age or customer circumstances, that such amounts will not be collected. Generally, the Company does not require collateral for its accounts ~~receivable~~.receivable.

3.4. DERIVATIVE FINANCIAL INSTRUMENTS

The Company utilizes various raw materials in its operations, including corn, soybean meal, soybean oil, wheat, natural gas, electricity and diesel fuel, which are all considered commodities. The Company considers these raw materials generally available from a number of different sources and believes it can obtain them to meet its requirements. These commodities are subject to price fluctuations and related price risk due to factors beyond our control, such as economic and political conditions, supply and demand, weather, governmental regulation and other circumstances. Generally, the Company purchases derivative financial instruments, specifically exchange-traded futures and options, in an attempt to mitigate price risk related to its anticipated consumption of commodity inputs for approximately the next twelve months. The Company may purchase longer-term derivative financial instruments on particular commodities if deemed appropriate.

The Company has operations in Mexico, the U.K., France, the Netherlands and the Republic of Ireland. Therefore, it has exposure to translational foreign exchange risk when the financial results of those operations are remeasured in U.S. dollars. The Company has purchased foreign currency forward contracts to manage this translational foreign exchange risk.

The Company has exposure to variability in cash flows from interest payments due to the use of variable interest rates on certain long-term debt arrangements in the U.S. reportable segment. The Company ~~has~~ purchased an interest rate swap contract, which expired in May 2022, to convert the variable interest rate to a fixed interest rate on a portion of its outstanding long-term debt arrangements in order to manage this interest rate risk and add stability to interest expense and cash flows.

The fair value of derivative assets is included in the line item Prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets while the fair value of derivative liabilities is included in the line item Accrued expenses and other current liabilities on the same statements. The Company’s counterparties require that it post collateral for changes in the net fair value of the derivative contracts. This cash collateral is reported in the line item Restricted cash and restricted cash equivalents on the Condensed Consolidated Balance Sheets.

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Undesignated contracts may include contracts not designated as a hedge or for which the normal purchase normal sales (“NPNS”) exception was not elected, contracts that do not qualify for hedge accounting and derivatives that do not or no longer qualify for the NPNS scope exception. The fair value of each of these derivatives is recognized in the Condensed Consolidated Balance Sheets within Prepaid expenses and other current assets or Accrued expenses and other current liabilities. Changes in fair value of each derivative are recognized immediately in the Condensed Consolidated Statements of Income within Net sales, Cost of sales, Selling, general and administrative expense, or Foreign currency transaction ~~loss (gain)~~losses depending on the risk the derivative is intended to mitigate. While management believes these instruments help mitigate various market risks, they are not designated and accounted for as hedges as a result of the extensive record keeping requirements.

The Company has elected not to apply the NPNS exemption to a fixed-price product sales contract with a certain customer in order to mitigate various risk exposures and to try to achieve an accounting result that aligns the accounting for the derivative with the economics achieved through the use of the derivative. Transactions originating from this ~~contact~~contract are accounted for as undesignated derivatives and recognized at fair value.

The Company does not apply hedge accounting treatment to certain derivative financial instruments that it has purchased to mitigate commodity purchase exposures in the U.S. and Mexico or foreign currency transaction exposures on our Mexico operations. Therefore, the Company recognized changes in the fair value of these derivative financial instruments immediately in earnings. Gains or losses related to the commodity derivative financial instruments are included in the line item Cost of sales in the Condensed Consolidated Statements of Income. Gains or losses related to the foreign currency derivative

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financial instruments are included in the line item Foreign currency transaction ~~loss (gain)~~losses and Cost of sales in the Condensed Consolidated Statements of Income.

The Company does apply hedge accounting treatment to certain derivative financial instruments related to its U.K. and Europe reportable segment that it has purchased to mitigate foreign currency transaction exposures. Before the settlement date of the financial derivative instruments, the Company recognizes changes in the fair value of the cash flow hedge into accumulated other comprehensive income (“AOCI”). When the derivative financial instruments are settled, the amount in AOCI is then reclassified to earnings. Gains or losses related to these derivative financial instruments are included in the line item Net sales and Cost of sales in the Condensed Consolidated Statements of Income.

The Company ~~does~~did apply hedge accounting treatment in prior periods to a derivative financial instrument related to its U.S. reportable segment that it ~~has~~had purchased to mitigate variable interest rate ~~exposures. The~~exposures; however, this instrument disqualified from hedge accounting treatment in the first quarter of 2022 due to a change in the variable interest rate ~~swap has monthly settlement dates. Upon each settlement date,~~used on the ~~Company recognizes changes in the fair value of the cash flow hedge into AOCI. Upon settlement of the derivative instrument, the amount in AOCI is then reclassified to earnings.~~underlying instrument. Gains or losses related to the interest rate swap derivative financial instrument are included in the line item Interest expense, net of capitalized interest in the Condensed Consolidated Statements of Income.

Information regarding the Company’s outstanding derivative instruments and cash collateral posted with brokers is included in the following table:


		September 26, 2021			December 27, 2020				June 26, 2022			December 26, 2021
		(In thousands)							(In thousands)
Fair values
Fair values:								Fair values:
Commodity derivative assets	Commodity derivative assets	$	8,443		$	24,059		Commodity derivative assets	$	5,987		$	17,567
Commodity derivative liabilities	Commodity derivative liabilities	(29,744)			(6,531)			Commodity derivative liabilities	(18,524)			(14,119)
Foreign currency derivative assets	Foreign currency derivative assets	1,814			2,204			Foreign currency derivative assets	3,974			518
Foreign currency derivative liabilities	Foreign currency derivative liabilities	(139)			(428)			Foreign currency derivative liabilities	(1,171)			(4,958)
Interest rate swap derivative liabilities	Interest rate swap derivative liabilities	(345)			(640)			Interest rate swap derivative liabilities	—			(98)
Sales contract derivative assets		2,201			—
Sales contract derivative liabilities								Sales contract derivative liabilities	(4,508)			(12,691)
Cash collateral posted with brokers(a)	Cash collateral posted with brokers(a)	54,111			782			Cash collateral posted with brokers(a)	40,498			22,459
Derivatives coverage(b):	Derivatives coverage(b):							Derivatives coverage(b):
Corn	Corn	13.8		%	16.0		%	Corn	24.5		%	6.6		%
Soybean meal	Soybean meal	35.0		%	24.0		%	Soybean meal	34.0		%	11.8		%
Period through which stated percent of needs are covered:	Period through which stated percent of needs are covered:							Period through which stated percent of needs are covered:
Corn	Corn	September 2022			December 2021			Corn	May 2023			December 2022
Soybean meal	Soybean meal	March 2022			December 2021			Soybean meal	January 2023			December 2022

(a)Collateral posted with brokers consists primarily of cash, short-term treasury bills, or other cash equivalents.

(b)Derivatives coverage is the percent of anticipated commodity needs covered by outstanding derivative instruments through a specified date.

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The following table presents the gains and losses of each derivative instrument held by the Company not designated or qualifying as hedging instruments:

Three Months Ended Nine Months Ended
Losses (Gains) by Type of Contract (a)
September 26, 2021 September 27, 2020 September 26, 2021 September 27, 2020 Affected Line Item in the Condensed Consolidated Statements of Income
(In thousands)
Foreign currency derivatives gain (loss) $ (4,493) $ (7,741) $ (7,975) $ 19,815 Foreign currency transaction loss (gain)
Commodity derivative gain 25,632 19,883 44,430 9,458 Cost of sales
Sales contract derivative gain (loss) (2,932) — 2,201 — Net sales
Total $ 18,207 $ 12,142 $ 38,656 $ 29,273


	Three Months Ended				Six Months Ended
Gains (Losses) by Type of Contract (a)	June 26, 2022		June 27, 2021		June 26, 2022		June 27, 2021		Affected Line Item in the Condensed Consolidated Statements of Income
	(In thousands)
Foreign currency derivatives	$	(5,260)	$	(8,822)	$	(18,560)	$	(3,482)	Foreign currency transaction losses
Commodity derivatives	(12,517)		1,420		19,023		18,798		Cost of sales
Sales contract derivative	16,849		23,237		8,182		5,133		Net sales
Total	$	(928)	$	15,835	$	8,645	$	20,449

(a)Amounts ~~in parentheses~~ represent income (expenses) related to results of operations.

The following tables present the components of the gain or loss on derivatives that qualify as cash flow hedges:

Gain (Loss) Recognized in Other Comprehensive Income on Derivative
Three Months Ended Nine Months Ended
September 26, 2021 September 27, 2020 September 26, 2021 September 27, 2020
(In thousands)
Foreign currency derivatives $ (984) $ 1,388 $ 1,327 4,088
Interest rate swap derivatives (35) 50 (164) (879)
Total $ (1,019) $ 1,438 $ 1,163 3,209

Three Months Ended September 26, 2021 Three Months Ended September 27, 2020
Net sales(a)
Cost of sales(b)
Interest expense, net of capitalized interest(b)
Net sales(a)
Cost of sales(b)
Interest expense, net of capitalized interest(b)
(In thousands)
Total amounts of income and expense line items presented in the Condensed Consolidated Statements of Income in which the effects of cash flow hedges are recorded $ 3,827,566 $ 3,455,723 $ 29,833 $ 3,075,121 $ 2,761,279 $ 30,564
Impact from cash flow hedging instruments:
Interest rates swaps — — 170 — — 101
Foreign currency contracts 67 (2) — (206) 649 —

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	Gain (Loss) Recognized in Other Comprehensive Income on Derivative
	Three Months Ended				Six Months Ended
	June 26, 2022		June 27, 2021		June 26, 2022	June 27, 2021
	(In thousands)
Foreign currency derivatives	$	(866)	$	824	(343)	2,309
Interest rate swap derivatives	—		(98)		—	(127)
Total	(866)		726		(343)	2,182


	Gain (Loss) Reclassified from AOCI into Income
	Three Months Ended June 26, 2022						Three Months Ended June 27, 2021
	Net sales(a)		Cost of sales(b)		Interest expense, net of capitalized interest(b)		Net sales(a)		Cost of sales(b)		Interest expense, net of capitalized interest(b)
	(In thousands)
Total amounts of income and expense line items presented in the Condensed Consolidated Statements of Income in which the effects of cash flow hedges are recorded	$	4,631,648	$	3,954,877	$	38,112	$	3,637,698	$	3,257,457	$	50,651
Impact from cash flow hedging instruments:
Foreign currency derivatives	(966)		196		—		1,582		344		—
Interest rates swap derivatives	—		—		—		—		—		158

(a) Amounts ~~in parentheses~~ represent income (expenses) related to net sales.

(b) Amounts ~~in parentheses~~ represent (income) expenses related to cost of sales and interest expense.

Nine Months Ended September 26, 2021 Nine Months Ended September 27, 2020
Net sales(a)
Cost of sales(b)
Interest expense, net of capitalized interest(b)
Net sales(a)
Cost of sales(b)
Interest expense, net of capitalized interest(b)
(In thousands)
Total amounts of income and expense line items presented in the Condensed Consolidated Statements of Income in which the effects of cash flow hedges are recorded $ 10,738,689 $ 9,725,362 $ 110,818 $ 8,974,072 $ 8,363,272 $ 95,575
Impact from cash flow hedging instruments:
Interest rates swaps — — 460 — — 99
Foreign currency contracts 2,475 868 — (656) 517 —


	Gain (Loss) Reclassified from AOCI into Income
	Six Months Ended June 26, 2022						Six Months Ended June 27, 2021
	Net sales(a)		Cost of sales(b)		Interest expense, net of capitalized interest(b)		Net sales(a)		Cost of sales(b)		Interest expense, net of capitalized interest(b)
	(In thousands)
Total amounts of income and expense line items presented in the Condensed Consolidated Statements of Income in which the effects of cash flow hedges are recorded	$	8,872,043	$	7,653,292	$	74,408	$	6,911,123	$	6,269,639	$	80,985
Impact from cash flow hedging instruments:
Foreign currency derivatives	(933)		288		—		2,408		870		—
Interest rates swap derivatives	—		—		98		—		—		290

(a) Amounts ~~in parentheses~~ represent income (expenses) related to net sales.

(b) Amounts ~~in parentheses~~ represent (income) expenses related to cost of sales and interest expense.

At ~~September~~June 26, ~~2021, the~~2022, there were immaterial pre-tax deferred net ~~gains~~losses on foreign currency derivatives recorded in AOCI that are expected to be reclassified to the Condensed Consolidated Statements of Income during the next twelve ~~months are~~

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~~$378.0 thousand.~~months. This expectation is based on the anticipated settlements on the hedged investments in foreign currencies that will occur over the next twelve months, at which time the Company will recognize the deferred losses to earnings.

~~At September 26, 2021, the pre-tax deferred net losses on interest rate swap derivatives recorded in AOCI that are expected to be reclassified to the Condensed Consolidated Statements~~

Table of Income during the next twelve months are $345.0 thousand. This expectation is based on the anticipated settlements on the hedged interest rate that will occur over the next twelve months, at which time the Company will recognize the deferred losses or gains to earnings.Contents

4.5. TRADE ACCOUNTS AND OTHER RECEIVABLES

Trade accounts and other receivables, less allowance for ~~doubtful accounts,~~credit losses, consisted of the following:


		September 26, 2021		December 27, 2020			June 26, 2022		December 26, 2021
		(In thousands)					(In thousands)
Trade accounts receivable	Trade accounts receivable	$	822,878	$	691,499	Trade accounts receivable	$	1,120,031	$	947,697

Notes receivable	Notes receivable	25,079		25,712		Notes receivable	13,456		18,697
Other receivables	Other receivables	49,220		31,954		Other receivables	60,454		56,716
Receivables, gross	Receivables, gross	897,177		749,165		Receivables, gross	1,193,941		1,023,110
Allowance for doubtful accounts		(7,591)		(7,173)
Allowance for credit losses						Allowance for credit losses	(9,716)		(9,673)
Receivables, net	Receivables, net	$	889,586	$	741,992	Receivables, net	$	1,184,225	$	1,013,437

Accounts receivable from related parties(a)	Accounts receivable from related parties(a)	$	1,330	$	1,084	Accounts receivable from related parties(a)	$	1,696	$	1,345

(a) Additional information regarding accounts receivable from related parties is included in “Note 16. Related Party Transactions.”

Activity in the allowance for ~~doubtful accounts~~credit losses was as follows:


	~~September~~Six Months Ended
	June 26, ~~2021~~2022
	(In thousands)
Balance, beginning of period	$	~~(7,173)~~(9,673)
Provision charged to operating results	~~(436)~~(638)
Account write-offs and recoveries	4534
Effect of exchange rate	1461
Balance, end of period	$	~~(7,591)~~(9,716)

5.6. INVENTORIES

Inventories consisted of the following:


		September 26, 2021		December 27, 2020			June 26, 2022		December 26, 2021(a)
		(In thousands)					(In thousands)
Raw materials and work-in-process	Raw materials and work-in-process	$	1,040,242	$	868,369	Raw materials and work-in-process	$	1,173,485	$	1,034,518
Finished products	Finished products	382,799		356,052		Finished products	490,986		369,292
Operating supplies	Operating supplies	62,830		66,495		Operating supplies	87,005		87,332
Maintenance materials and parts	Maintenance materials and parts	70,950		67,877		Maintenance materials and parts	88,986		84,516
Total inventories	Total inventories	$	1,556,821	$	1,358,793	Total inventories	$	1,840,462	$	1,575,658

(a) The inventory component amounts as of December 26, 2021 reported in this table differ from the inventory component amounts as of December 26, 2021 reported in our annual report on Form 10-K. We increased Operating supplies and Maintenance material and parts amounts as of December 26, 2021 by $10.7 million and $9.9 million, respectively, and decreased Raw materials and work-in-process and Finished products amounts as of December 26, 2021 by $10.2 million and $10.4 million, respectively, to conform to the inventory component amounts presented as of June 26, 2022.

6.7. INVESTMENTS IN SECURITIES

The Company recognizes investments in available-for-sale securities as cash equivalents, current investments or long-term investments depending upon each security’s length to maturity. The following table summarizes our investments in available-for-sale securities:


		September 26, 2021				December 27, 2020					June 26, 2022				December 26, 2021
		Cost		Fair Value		Cost		Fair Value			Cost		Fair Value		Cost		Fair Value
		(In thousands)									(In thousands)
Cash equivalents:	Cash equivalents:									Cash equivalents:
Fixed income securities	Fixed income securities	$	79,394	$	79,394	$	178,677	$	178,677	Fixed income securities	$	7,999	$	7,999	$	48,851	$	48,851

Gross realized gains during the three and six months ended June 26, 2022 and three and six months ended June 27, 2021 related to the Company’s available-for-sale securities were immaterial.

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Gross realized gains during the three and nine months ended September 26, 2021 related to the Company’s available-for-sale securities totaled $1.0 million and $3.9 million, respectively, while gross realized losses were immaterial. Gross realized gains during the three and nine months ended September 27, 2020 related to the Company’s available-for-sale securities totaled $1.5 million and $3.9 million, respectively, while gross realized losses were immaterial. Proceeds received from the sale or maturity of available-for-sale securities investments are historically disclosed in the Condensed Consolidated Statements of Cash Flows. Net unrealized holding gains and losses on the Company’s available-for-sale securities recognized during the nine months ended September 26, 2021 and September 27, 2020 that have been included in accumulated other comprehensive income (loss) and the net amount of gains and losses reclassified out of accumulated other comprehensive income (loss) to earnings during the nine months ended September 26, 2021 and September 27, 2020 are disclosed in “Note 12. Stockholders’ Equity”.

7.8. GOODWILL AND INTANGIBLE ASSETS

The activity in goodwill by segment for the ~~nine~~six months ended ~~September~~June 26, ~~2021~~2022 was as follows:


		December 27, 2020		Additions		Currency Translation		September 26, 2021				December 26, 2021		Additions		Currency Translation		June 26, 2022
		(In thousands)								(In thousands)
U.S.	U.S.	$	41,936	$	—	$	—	$	41,936		U.S.	$	41,936	$	—	$	—	$	41,936
U.K. and Europe	U.K. and Europe	835,505		370,237		6,390		1,212,132			U.K. and Europe	1,167,512		4,570		(98,286)		1,073,796
Mexico	Mexico	127,804		—		—		127,804			Mexico	127,804		—		—		127,804
Total	Total	$	1,005,245	$	370,237	$	6,390	$	1,381,872		Total	$	1,337,252	$	4,570	$	(98,286)	$	1,243,536

~~Identified intangible~~Additions shown in goodwill table above are primarily comprised of working capital adjustments made as part of the prior year business acquisitions. For additional information, refer to “Note 2. Business Acquisitions.”

Intangible assets consisted of the following:

December 27, 2020 Additions Amortization Currency Translation September 26, 2021
(In thousands)
Cost:
Trade names $ 78,343 $ — $ — $ — $ 78,343
Customer relationships 297,062 395,719 — 195 692,976
Non-compete agreements 320 — — — 320
Trade names not subject to amortization 405,240 57,349 — 3,257 465,846
Accumulated amortization:
Trade names (47,486) — (1,476) — (48,962)
Customer relationships (143,246) — (16,010) (283) (159,539)
Non-compete agreements (320) — — — (320)
Intangible assets, net $ 589,913 $ 453,068 $ (17,486) $ 3,169 $ 1,028,664

Additions shown in above tables are comprised of goodwill, trade names not subject to amortization, and a customer relationships intangible asset recorded as part of the acquisition of the Kerry Consumer Foods’ Specialty Meats and Ready Meals businesses (“Kerry Meats and Meals Acquisition”). For additional information regarding the initial valuation and assumptions used, refer to “Note 19. Business Acquisitions.”


	December 26, 2021		Additions		Amortization		Currency Translation		June 26, 2022
	(In thousands)
Cost:
Trade names not subject to amortization	$	609,713	$	—	$	—	$	(50,558)	$	559,155
Trade names subject to amortization	114,268		—				(2,972)		111,296
Customer relationships	455,459		—		—		(24,255)		431,204
Non-compete agreements	320		—		—		—		320
Accumulated amortization:
Trade names	(49,901)		—		(2,063)		95		(51,869)
Customer relationships	(166,296)		—		(15,382)		6,140		(175,538)
Non-compete agreements	(320)		—		—		—		(320)
Intangible assets, net	$	963,243	$	—	$	(17,445)	$	(71,550)	$	874,248

Intangible assets are amortized over the estimated useful lives of the assets as follows:


Customer relationships			~~3-20~~3-18 years
Trade names subject to amortization			2015-20 years
Non-compete agreements			3 years

At ~~September~~June 26, ~~2021,~~2022, the Company assessed if events or changes in circumstances indicated that the asset group-level carrying amounts of its ~~identified~~ intangible assets subject to amortization might not be recoverable. There were no indicators present that required the Company to test the recoverability of the asset group-level carrying amounts of its ~~identified~~ intangible assets subject to amortization at that date.

8.9. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment (“PP&E”), net consisted of the following:


	June 26, 2022		December 26, 2021
	(In thousands)
Land	$	256,592	$	260,079
Buildings	2,033,477		2,043,034
Machinery and equipment	3,559,063		3,594,482
Autos and trucks	76,183		76,710
Finance leases	5,710		5,710
Construction-in-progress	284,078		229,837
PP&E, gross	6,215,103		6,209,852
Accumulated depreciation	(3,361,217)		(3,292,046)
PP&E, net	$	2,853,886	$	2,917,806

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September 26, 2021 December 27, 2020
(In thousands)
Land $ 258,701 $ 255,171
Buildings 2,075,174 1,983,823
Machinery and equipment 3,444,602 3,230,199
Autos and trucks 74,524 73,647
Finance leases 2,182 2,182
Construction-in-progress 213,488 199,161
PP&E, gross 6,068,671 5,744,183
Accumulated depreciation (3,220,202) (3,086,692)
PP&E, net $ 2,848,469 $ 2,657,491

The Company recognized depreciation expense of ~~$86.3~~$91.1 million and ~~$77.7~~$89.9 million during the three months ended ~~September~~June 26, ~~2021~~2022 and ~~September~~June 27, ~~2020,~~2021, respectively. The Company recognized depreciation expense of ~~$256.9~~$184.5 million and ~~$231.6~~$170.6 million during the ~~nine~~six months ended ~~September~~June 26, ~~2021~~2022 and ~~September~~June 27, ~~2020,~~2021, respectively.

During the ~~nine~~six months ended ~~September~~June 26, ~~2021,~~2022, Pilgrim’s spent ~~$280.8~~$196.2 million on capital projects and transferred ~~$324.1~~$135.5 million of completed projects from construction-in-progress to depreciable assets. Capital expenditures were primarily incurred during the ~~nine~~six months ended ~~September~~June 26, ~~2021~~2022 to improve efficiencies and reduce costs. During the ~~nine~~six months ended ~~September~~June 27, ~~2020,~~2021, the Company spent ~~$242.6~~$183.7 million on capital projects and transferred ~~$190.1~~$129.4 million of completed projects from construction-in-progress to depreciable assets.

During the three and ~~nine~~six months ended ~~September~~June 26, ~~2021,~~2022, the Company sold certain PP&E for ~~$1.5~~$1.6 million and ~~$22.9~~$2.4 million, respectively, in cash and recognized a net loss of ~~$1.5~~$0.8 million and ~~a net gain of $3.6~~$2.7 million, respectively, on these ~~sales, respectively.~~sales. PP&E sold during the ~~nine~~six months ended ~~September~~June 26, ~~2021~~2022 consisted of ~~a broiler farm in Mexico, 2 processing plants within the U.K. and other~~ miscellaneous equipment. During the three and ~~nine~~six months ended ~~September~~June 27, ~~2020,~~2021, the Company sold miscellaneous equipment for cash of ~~$11.8~~$8.3 million and ~~$21.7~~$21.4 million, respectively, and recognized a net ~~gains~~gain on these sales of ~~$6.4~~$2.7 million and ~~$8.0~~$5.1 million, respectively.

The Company has closed or idled various facilities in the U.S. and in the U.K. The Board of Directors has not determined if it would be in the best interest of the Company to divest any of these idled assets. Management is therefore not certain that it can or will divest any of these assets within one year, is not actively marketing these assets and, accordingly, has not classified them as assets held for sale. The Company continues to depreciate these assets. As of ~~September~~June 26, ~~2021,~~2022, the carrying amounts of these idled assets totaled ~~$41.8~~$35.6 million based on depreciable value of ~~$205.8~~$191.0 million and accumulated depreciation of ~~$164.0~~$155.4 million.

As of ~~September~~June 26, ~~2021,~~2022, the Company assessed if events or changes in circumstances indicated that the asset group-level carrying amounts of its property, plant and equipment held for use might not be recoverable. There were no indicators present that required the Company to test the recoverability of the asset group-level carrying amounts of its property, plant and equipment held for use at that date.

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9.10. CURRENT LIABILITIES

Current liabilities, other than ~~current notes payable to banks,~~ income taxes and current maturities of long-term debt, consisted of the following

components:


		September 26, 2021		December 27, 2020			June 26, 2022		December 26, 2021
		(In thousands)					(In thousands)
Accounts payable:	Accounts payable:					Accounts payable:
Trade accounts	Trade accounts	$	1,093,534	$	904,674	Trade accounts	$	1,368,748	$	1,273,297
Book overdrafts	Book overdrafts	64,908		106,435		Book overdrafts	85,313		77,139
Other payables	Other payables	18,424		17,601		Other payables	27,579		27,641
Total accounts payable	Total accounts payable	1,176,866		1,028,710		Total accounts payable	1,481,640		1,378,077
Accounts payable to related parties(a)	Accounts payable to related parties(a)	6,594		9,650		Accounts payable to related parties(a)	11,250		22,317
Revenue contract liabilities(b)	Revenue contract liabilities(b)	20,564		65,918		Revenue contract liabilities(b)	28,188		22,321
Accrued expenses and other current liabilities:	Accrued expenses and other current liabilities:					Accrued expenses and other current liabilities:
Legal settlements(c)		312,500		75,000
Compensation and benefits	Compensation and benefits	197,206		189,767		Compensation and benefits	212,508		224,368
Taxes	Taxes	83,072		67,812		Taxes	87,045		68,163
Current maturities of operating lease liabilities	Current maturities of operating lease liabilities	76,318		71,592		Current maturities of operating lease liabilities	77,750		82,947
Litigation settlements						Litigation settlements	74,126		172,440
Insurance and self-insured claims	Insurance and self-insured claims	63,036		61,212		Insurance and self-insured claims	68,960		64,697
Accrued sales rebates						Accrued sales rebates	45,979		35,613
Interest and debt-related fees	Interest and debt-related fees	47,670		29,559		Interest and debt-related fees	32,068		31,810
Accrued sales rebates		47,252		44,708
Derivative liabilities	Derivative liabilities	30,228		7,599		Derivative liabilities	24,203		31,866
U.S. Department of Justice agreement		—		110,524
Other accrued expenses	Other accrued expenses	141,732		150,074		Other accrued expenses	189,360		147,981
Total accrued expenses and other current liabilities	Total accrued expenses and other current liabilities	999,014		807,847		Total accrued expenses and other current liabilities	811,999		859,885
Total accounts payable, accrued expenses and other current liabilities		$	2,203,038	$	1,912,125
Total						Total	$	2,333,077	$	2,282,600

(a) Additional information regarding accounts payable to related parties is included in “Note 16. Related Party Transactions.”

(b) Additional information regarding revenue contract liabilities is included in “Note 2.3. Revenue Recognition.”

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(c) Additional information regarding ~~legal~~litigation settlements is included in “Note 18. Commitments and Contingencies.”

(d) Additional information regarding derivative liabilities is included in “Note 4. Derivative Financial Instruments.”

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~~10.~~11. INCOME TAXES

The Company recorded income tax expense of ~~$55.9~~$187.9 million, a ~~110.3%~~22.6% effective tax rate, for the ~~nine~~six months ended ~~September~~June 26, ~~2021~~2022 compared to income tax expense of ~~$57.9~~$25.5 million, a ~~37.9%~~(63.1)% effective tax rate, for the ~~nine~~six months ended ~~September~~June 27, ~~2020.~~2021. The ~~decrease~~increase in income tax expense in ~~2021~~2022 resulted primarily from ~~a decrease in pre-tax~~the increase of profit before income partially offset by the recognition of a $6.1 million reserve recognized against certain U.K. interest deductions, $3.8 million in adjustments to tax returns, and the recognition of deferred tax expense of $32.2 million related to enactment of the U.K. tax rate change to 25% effective April 1, 2023.taxes.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carry back and carry forward periods), projected future taxable income and tax-planning strategies in making this assessment. As of ~~September~~June 26, ~~2021,~~2022, the Company did not believe it had sufficient positive evidence to conclude that realization of a portion of its foreign net deferred tax assets are more likely than not to be realized.

For the ~~nine~~six months ended ~~September~~June 26, ~~2021~~2022 and ~~September~~June 27, ~~2020,~~2021, there is a tax effect of ~~$(8.5)~~$(4.2) million and ~~$(1.0)~~$(10.2) million, respectively, reflected in other comprehensive income.

For the ~~nine~~six months ended ~~September~~June 26, ~~2021~~2022 and ~~September~~June 27, ~~2020,~~2021, there are immaterial tax effects reflected in income tax expense due to excess tax ~~benefits and~~ shortfalls related to stock-based compensation.

The Company and its subsidiaries file a variety of consolidated and standalone income tax returns in various jurisdictions. In the normal course of business, our income tax filings are subject to review by various taxing authorities. In general, tax returns filed by the Company and its subsidiaries for years prior to 2011 are no longer subject to examination by tax authorities.

As of July 27, 2020, JBS owns in excess of 80% of Pilgrim’s. JBS has a federal tax election to file a consolidated tax return with subsidiaries in which it holds an ownership of at least 80%.

~~For the nine months ended September 26, 2021, the Company recognized a $6.1 million uncertain tax position related to interest deductions in the U.K. for tax years 2017 through 2021.~~

~~11.~~12. DEBT

Long-term debt and other borrowing arrangements, including current notes payable to banks, consisted of the following components:


	Maturity	June 26, 2022		December 26, 2021
		(In thousands)
Senior notes payable at 3.50%	2032	$	900,000	$	900,000
Senior notes payable, net of discount, at 4.25%	2031	991,191		990,691
Senior notes payable, net of discount, at 5.875%	2027	846,224		845,866
Fifth Amended and Restated U.S. Credit Facility (defined below):
Term note payable at 2.09%	2026	686,483		506,250
Revolving note payable at 3.50%	2026	—		—
Moy Park Bank of Ireland Revolving Facility with notes payable at specified index rates, depending upon borrowing currency, plus 1.25% to 2.00%	2027	—		—
Moy Park Bank of Ireland Revolving Facility with notes payable at LIBOR or EURIBOR plus 1.25% to 2.00%	2023	—		—
Mexico Credit Facility (defined below) with notes payable at TIIE plus 1.50%	2023	—		—
Secured loans with payables at weighted average of 3.34%	2022	—		3
Finance lease obligations	Various	4,091		4,548

Long-term debt		3,427,989		3,247,358
Less: Current maturities of long-term debt		(26,260)		(26,246)
Long-term debt, less current maturities		3,401,729		3,221,112
Less: Capitalized financing costs		(30,356)		(29,951)
Long-term debt, less current maturities, net of capitalized financing costs		$	3,371,373	$	3,191,161

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Maturity September 26, 2021 December 27, 2020
(In thousands)
Senior notes payable, net of discount at 3.50% 2032 $ 900,000 $ —
Senior notes payable, net of discount at 4.25% 2031 990,440 —
Senior notes payable, net of discount at 5.875% 2027 845,687 845,149
Senior notes payable, net of premium and discount at 5.75% 2025 — 1,001,693
Fifth Amended and Restated U.S. Credit Facility (defined below):
Term note payable at 1.33% 2026 506,250 —
Revolving note payable at 3.50% 2026 — —
Fourth Amended and Restated U.S. Credit Facility (defined below):
Term note payable at 1.33% 2023 — 450,000
Revolving note payable at 3.50% 2023 — —
Moy Park Bank of Ireland Revolving Facility with notes payable at LIBOR or EURIBOR plus 1.25% to 2.00% 2023 — —
Mexico Credit Facility (defined below) with notes payable at TIIE plus 1.50% 2023 — —
Secured loans with payables at weighted average of 3.34% 2022 13 38
Finance lease obligations Various 4,596 1,664
Long-term debt 3,246,986 2,298,544
Less: Current maturities of long-term debt (19,885) (25,455)
Long-term debt, less current maturities 3,227,101 2,273,089
Less: Capitalized financing costs (31,235) (17,543)
Long-term debt, less current maturities, net of capitalized financing costs $ 3,195,866 $ 2,255,546

U.S. Senior Notes

On March 11, 2015, the Company completed a sale of $500.0 million aggregate principal amount of its 5.75% senior notes due 2025. On September 29, 2017, the Company completed an add-on offering of $250.0 million of these senior notes. The issuance price of this add-on offering was 102.0%, which created gross proceeds of $255.0 million. The additional $5.0 million will be amortized over the remaining life of the senior notes. On March 7, 2018, the Company completed another add-on offering of $250.0 million of these senior notes (together with the senior notes issued in March 2015 and September 2017, the “Senior Notes due 2025”). The issuance price of this add-on offering was 99.25%, which created gross proceeds of $248.1 million. The $1.9 million discount will be amortized over the remaining life of the senior notes. Each issuance of the Senior Notes due 2025 is treated as a single class for all purposes under the 2015 Indenture (defined below) and have the same terms.

The Senior Notes due 2025 are governed by, and were issued pursuant to, an indenture dated as of March 11, 2015 by and among the Company, its guarantor subsidiaries and Regions Bank, as trustee (the “2015 Indenture”). The 2015 Indenture provides, among other things, that the Senior Notes due 2025 bear interest at a rate of 5.75% per annum from the date of issuance until maturity, payable semi-annually in cash in arrears, beginning on September 15, 2015 for the Senior Notes due 2025 that were issued in March 2015 and beginning on March 15, 2018 for the Senior Notes due 2025 that were issued in September 2017 and March 2018.

On April 8, 2021, the Company announced the early tender results in connection with its previously announced offer to purchase for cash any and all of the $1.0 billion aggregate principal amount of the Senior Notes due 2025. Outstanding principal totaling $896.1 million, representing 89.6% of the Senior Notes due 2025, was validly tendered. On April 14, 2021, the Company redeemed $103.9 million, which represented the remaining outstanding principal balance of the Senior Notes due 2025. Tender and call premium of $21.3 million, capitalized financing costs of $4.6 million, remaining original issue premium of $2.6 million from the add-on offering in September 2017 and remaining original issue discount of $1.1 million from the add-on offering in March 2018 were recognized in earnings during the second quarter of 2021.

On September 29, 2017, the Company completed a sale of $600.0 million aggregate principal amount of its 5.875% senior notes due 2027. On March 7, 2018, the Company completed an add-on offering of $250.0 million of these senior notes (together with the senior notes issued in September 2017, the “Senior Notes due 2027”). The issuance price of this add-on offering was 97.25%, which created gross proceeds of $243.1 million. The $6.9 million discount will be amortized over

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the remaining life of the Senior Notes due 2027. Each issuance of the Senior Notes due 2027 is treated as a single class for all purposes under the 2017 Indenture (defined below) and have the same terms.

The Senior Notes due 2027 are governed by, and were issued pursuant to, an indenture dated as of September 29, 2017 by and among the Company, its guarantor subsidiaries and Regions Bank, as trustee (the “2017 Indenture”). The 2017 Indenture provides, among other things, that the Senior Notes due 2027 bear interest at a rate of 5.875% per annum from the date of issuance until maturity, payable semi-annually in cash in arrears, beginning on March 30, 2018 for the Senior Notes due 2027 that were issued in September 2017 and beginning on March 15, 2018 for the Senior Notes due 2027 that were issued in March 2018.

On April 8, 2021, the Company completed a sale of $1.0 billion aggregate principal amount of its 4.25% sustainability-linked senior notes due 2031 (“Senior Notes due 2031”). The Company used the net proceeds, together with cash on hand, to redeem the Senior Notes due 2025. The issuance price of this offering was 98.994%, which created gross proceeds of $989.9 million. The $10.1 million discount will be amortized over the remaining life of the Senior Notes due 2031. Each issuance of the Senior Notes due 2031 is treated as a single class for all purposes under the April 2021 Indenture (defined below) and have the same terms.

The Senior Notes due 2031 are governed by, and were issued pursuant to, an indenture dated as of April 8, 2021 by and among the Company, its guarantor subsidiaries and Regions Bank, as trustee (the “April 2021 Indenture”). The April 2021 Indenture provides, among other things, that the Senior Notes due 2031 bear interest at a rate of 4.25% per annum payable semi-annually on April 15 and October 15 of each year, beginning on October 15, 2021. From and including October 15, 2026, the interest rate payable on the notes shall be increased to 4.50% per annum unless the Company has notified the trustee at least 30 days prior to October 15, 2026 that in respect of the year ended December 31, 2025, (1) the Company’s greenhouse gas emissions intensity reduction target of 17.679% by December 31, 2025 from a 2019 baseline (the “Sustainability Performance Target”) has been satisfied and (2) the satisfaction of the Sustainability Performance Target has been confirmed by a qualified provider of third-party assurance or attestation services appointed by the Company to review the Company’s statement of the greenhouse gas emissions intensity in accordance with its customary procedures.

On September 2, 2021, the Company completed a sale of $900.0 million in aggregate principal amount of its 3.50% senior notes due 2032 (“Senior Notes due 2032”). The Company used the proceeds, together with borrowings under the delayed draw term loan under its U.S. Credit Facility, to finance the acquisition of the Kerry ~~Meats~~Consumer Foods’ meats and ~~Meals Acquisition~~meals businesses (now Pilgrim’s Food Masters) and to pay related fees and expenses. Each issuance of the Senior Notes due 2032 is treated as a single class for all purposes under the September 2021 Indenture (defined below) and have the same terms.

The Senior Notes due 2032 are governed by, and were issued pursuant to, an indenture dated as of September 2, 2021 by and among the Company, its guarantor subsidiaries and Regions Bank, as trustee (the “September 2021 Indenture”). The September 2021 Indenture provides, among other things, that the Senior Notes due 2032 bear interest at a rate of 3.50% per annum payable semi-annually on March 1 and September 1 of each year, beginning on March 1, 2022.

The Senior Notes due ~~2025, the Senior Notes due~~ 2027, the Senior Notes due 2031 and the Senior Notes due 2032 were and are each guaranteed on a senior unsecured basis by the Company’s guarantor subsidiaries. In addition, any of the Company’s other existing or future domestic restricted subsidiaries that incur or guarantee any other indebtedness (with limited exceptions) must also guarantee the Senior Notes due 2027 and the Senior Notes due 2031. The ~~Senior Notes due 2025, the~~ Senior Notes due 2027, the Senior Notes due 2031 and the Senior Notes due 2032 and related guarantees were and are unsecured senior obligations of the Company and its guarantor subsidiaries and rank equally with all of the Company’s and its guarantor subsidiaries’ other unsubordinated indebtedness. The Senior Notes due 2027, the 2017 Indenture, the Senior Notes due 2031, the April 2021 Indenture, the Senior Notes due 2032 and the September 2021 Indenture also contain customary covenants and events of default, including failure to pay principal or interest on the Senior Notes due 2027, the Senior Notes due 2031 and the Senior Notes due 2032, respectively, when due, among others.

U.S. Credit Facilities

On ~~July 20, 2018,~~August 9, 2021, the Company, and certain of the Company’s subsidiaries entered into a ~~Fourth~~Fifth Amended and Restated Credit Agreement (the ~~“Fourth U.S.~~“U.S. Credit Facility”) with CoBank, ACB, as administrative agent and collateral agent, and the other lenders party thereto. The Fourth U.S. Credit Facility provides for a $750.0 million revolving credit commitment and a term loan commitment of up to $500.0 million (the “Term Loans”). The Company used the proceeds from the term loan commitment under the Fourth U.S. Credit Facility, together with cash on hand, to repay the outstanding loans under the Company’s previous credit agreement with Coöperatieve Rabobank U.A., New York Branch, as administrative agent, and the other lenders and financial institutions party thereto. On August 9, 2021, the Company refinanced the Fourth U.S. Credit Facility resulting in a loss on early extinguishment of debt of $400.0 thousand from capitalized loan costs recognized as a component of interest expense.

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On August 9, 2021, the Company, and certain of the Company’s subsidiaries refinanced the Fourth U.S. Credit Facility, entering into a Fifth Amended and Restated Credit Agreement (the “Fifth U.S. Credit Facility”) with CoBank, ACB, as administrative agent and collateral agent, and the other lenders party thereto. The Fifth U.S. Credit Facility provides for an $800.0 million revolving credit commitment and a term

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loan commitment of up to $700.0 million (the ~~“New Term~~“Term Loans”) ~~which includes a delayed draw commitment of $268.8 million for up to six months from the effective date.~~. The Company used the proceeds of the New Term Loans for refinancing the Fourth U.S. Credit Facility maturing on July 20, 2023, to pay the fees and expenses incurred in connection with the transaction and for general corporate purposes.

~~The Fifth~~ U.S. Credit Facility includes an incremental commitment and loan feature that allows the Company, subject to certain conditions, to increase the aggregate revolving loan and term loan commitments. The aggregate amount of incremental commitments and loans shall not exceed the sum of $500.0 million plus the maximum amount that would result in a senior secured leverage ratio, on a pro-forma basis, of not more than 3.00 to 1.00.

The revolving loan commitment under the ~~Fifth~~ U.S. Credit Facility matures on August 9, 2026. All principal on the ~~New~~ Term Loans is due at maturity on August 9, 2026. Installments of principal in amounts predetermined by CoBank, ACB are required to be made ~~in an amount equal to 1.25%~~ of ~~the original principal amount of the New Term Loans,~~ on a quarterly basis prior to the maturity date of the ~~New~~ Term Loans beginning in January 2022. As of ~~September~~June 26, ~~2021,~~2022, the Company had outstanding borrowings under the term loan commitment of ~~$506.3~~$686.5 million. As of ~~September~~June 26, ~~2021,~~2022, the Company had outstanding letters of credit and available borrowings under the revolving credit commitment of ~~$38.5~~$36.1 million and ~~$761.5~~$763.9 million, respectively.

The ~~Fifth~~ U.S. Credit Facility includes an $80.0 million sub-limit for swingline loans and a $125.0 million sub-limit for letters of credit. Outstanding borrowings under the revolving loan commitment and the ~~New~~ Term Loans bear interest at a per annum rate, based on ~~Company's~~Company’s senior secured net leverage ratio, equal to (1) in the case of LIBOR loans, between LIBOR plus 1.25% and LIBOR plus 2.75% and (2) in the case of base rate loans, between the base rate plus 0.25% and the base rate plus 1.75%.

The ~~Fifth~~ U.S. Credit Facility contains customary financial and other various covenants for transactions of this type, including restrictions on the Company’s ability to incur additional indebtedness, incur liens, pay dividends, make certain restricted payments, consummate certain asset sales, enter into certain transactions with the Company’s affiliates, or merge, consolidate and/or sell or dispose of all or substantially all of its assets, among other things. The ~~Fifth~~ U.S. Credit Facility requires the Company to comply with a minimum net leverage ratio and a minimum interest coverage ratio.

All obligations under the ~~Fifth~~ U.S. Credit Facility continue to be secured by first priority liens on (1) all present and future personal property of the the Company, and certain of the Company’s subsidiaries and the guarantors, including all material domestic and first-tier direct foreign subsidiaries, (2) all present and future shares of capital stock of the borrowers and guarantors, and (3) substantially all of the present and future assets of the Company and the guarantors under the ~~Fifth~~ U.S. Credit Facility. The Company is currently in compliance with the covenants under the ~~Fifth~~ U.S. Credit Facility.

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Moy Park Bank of Ireland Revolving Facility ~~Agreement~~Agreements

On June 2, 2018, Moy Park Holdings (Europe) Ltd. and its subsidiaries entered into an unsecured multicurrency revolving facility agreement (the ~~“Bank of Ireland Facility~~“2018 Revolver Agreement”) with the Governor and Company of the Bank of Ireland, as agent, and the other lenders party thereto. The ~~Bank of Ireland Facility~~2018 Revolver Agreement provides for a multicurrency revolving loan commitment of up to £100.0 million. The ~~multicurrency revolving~~ loan commitments under the ~~Bank of Ireland Facility~~2018 Revolver Agreement mature on June 2, 2023. Outstanding borrowings under the ~~Bank of Ireland Facility~~2018 Revolver Agreement bear interest at a rate per annum equal to the sum of (1) LIBOR or, in relation to any loan in euros, EURIBOR, plus (2) a margin, ranging from 1.25% to 2.00% based on ~~Leverage~~leverage (as defined in the ~~Bank of Ireland Facility~~2018 Revolver Agreement). All obligations under the ~~Bank of Ireland Facility~~2018 Revolver Agreement are guaranteed by certain of Moy Park’s subsidiaries. AsOn June 24, 2022, the 2018 Revolver Agreement was cancelled upon the execution of ~~September 26, 2021,~~ the U.S. dollar-equivalent loan commitment and borrowing availability were both $136.8 million. As of September 26, 2021, there were no outstanding borrowings under the Bank of Ireland Facility Agreement.2022 Revolver Agreement (defined below).

The ~~Bank of Ireland Facility~~2018 Revolver Agreement contains representations and warranties, covenants, indemnities and conditions that the Company believes are customary for transactions of this type. Pursuant to the terms of the ~~Bank of Ireland Facility~~2018 Revolver Agreement, Moy Park is required to meet certain financial and other restrictive covenants. Additionally, Moy Park is prohibited from taking certain actions without consent of the lenders, including, without limitation, incurring additional indebtedness, entering into certain mergers or other business combination transactions, permitting liens or other encumbrances on its assets and making restricted payments, including dividends, in each case except as expressly permitted under the ~~Bank of Ireland Facility~~2018 Revolver Agreement. The ~~Bank of Ireland Facility~~2018 Revolver Agreement contains events of default that the Company believes are customary for transactions of this type. If a default occurs, any outstanding obligations under the ~~Bank of Ireland Facility~~2018 Revolver Agreement may be accelerated.

On June 24, 2022, Moy Park Holdings (Europe) Ltd. and other Pilgrim’s entities located in the U.K. and Republic of Ireland entered into an unsecured multicurrency revolving facility agreement (the “2022 Revolver Agreement”) with the Governor and Company of the Bank of Ireland, as agent, and the other lenders party thereto. The 2022 Revolver Agreement provides for a multicurrency revolving loan commitment of up to £150.0 million. The loan commitment under the 2022 Revolver Agreement matures on June 24, 2027. Outstanding borrowings under the 2022 Revolver Agreement bear interest at the (1) current index interest rate, depending on the currency of the borrowing, plus (2) a margin, ranging from 1.25% to 2.00% based on leverage (as defined in the 2022 Revolver Agreement). All obligations under the 2022 Revolver Agreement are guaranteed by certain of the Company’s subsidiaries. As of June 26, 2022, the U.S. dollar-equivalent loan commitment and borrowing availability were both $184.0 million. As of June 26, 2022, there were no outstanding borrowings under the 2022 Revolver Agreement.

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The 2022 Revolver Agreement contains representations and warranties, covenants, indemnities and conditions, in each case, that the Company believes are customary for transactions of this type. Pursuant to the terms of the 2022 Revolver Agreement, the Company is required to meet certain financial and other restrictive covenants. Additionally, the Company is prohibited from taking certain actions without consent of the lenders, including, without limitation, incurring additional indebtedness, entering into certain mergers or other business combination transactions, permitting liens or other encumbrances on its assets and making restricted payments, including dividends, in each case, except as expressly permitted under the 2022 Revolver Agreement. The 2022 Revolver Agreement contains events of default that the Company believes are customary for transactions of this type. If a default occurs, any outstanding obligations under the 2022 Revolver Agreement may be accelerated. The Company is currently in compliance with the covenants under the 2022 Revolver Agreement.

Mexico Credit Facility

On December 14, 2018, certain of the Company’s Mexican subsidiaries entered into an unsecured credit agreement (the “Mexico Credit Facility”) with Banco del Bajio, Sociedad Anónima, Institución de Banca Múltiple, as lender. The loan commitment under the Mexico Credit Facility is Mex$1.5 billion ~~Mexican pesos~~ and can be borrowed on a revolving basis. Outstanding borrowings under the Mexico Credit Facility accrue interest at a rate equal to the 28-Day Interbank Equilibrium Interest Rate plus 1.5%. The Mexico Credit Facility contains covenants and defaults that the Company believes are customary for transactions of this type. The Company is currently in compliance with the covenants under the Mexico Credit Facility. The Mexico Credit Facility will be used for general corporate and working capital purposes. The Mexico Credit Facility will mature on December 14, 2023. As of ~~September~~June 26, ~~2021,~~2022, the U.S. dollar-equivalent of the loan commitment and borrowing availability was ~~$74.8~~$75.5 million. As of ~~September~~June 26, ~~2021,~~2022, there were no outstanding borrowings under the Mexico Credit Facility.

~~12.~~13. STOCKHOLDERS’ EQUITY

Accumulated Other Comprehensive Income (Loss)

The following tables provide information regarding the changes in accumulated other comprehensive ~~income:~~income (loss):


		Nine Months Ended September 26, 2021(a)											Six Months Ended June 26, 2022
		Gains Related to Foreign Currency Translation		Losses on Derivative Financial Instruments Classified as Cash Flow Hedges		Losses Related to Pension and Other Postretirement Benefits		Gains (losses) on Available-for-Sale Securities		Total			Gains (Losses) Related to Foreign Currency Translation		Losses on Derivative Financial Instruments Classified as Cash Flow Hedges		Losses Related to Pension and Other Postretirement Benefits		Total
		(In thousands)											(In thousands)
Balance, beginning of period	Balance, beginning of period	$	82,782	$	(1,191)	$	(102,211)	$	—	$	(20,620)	Balance, beginning of period	$	27,241	$	(2,365)	$	(72,873)	$	(47,997)

Other comprehensive income before reclassifications	Other comprehensive income before reclassifications	13,135		1,204		23,524		—		37,863		Other comprehensive income before reclassifications	(257,530)		(343)		12,144		(245,729)
Amounts reclassified from accumulated other comprehensive income to net income		—		(1,261)		1,200		—		(61)
Amounts reclassified from accumulated other comprehensive loss to net income												Amounts reclassified from accumulated other comprehensive loss to net income	—		1,295		436		1,731
Currency translation	Currency translation	—		16		—		—		16		Currency translation	—		20		—		20
Net current period other comprehensive income		13,135		(41)		24,724		—		37,818
Net current period other comprehensive income (loss)												Net current period other comprehensive income (loss)	(257,530)		972		12,580		(243,978)
Balance, end of period	Balance, end of period	$	95,917	$	(1,232)	$	(77,487)	$	—	$	17,198	Balance, end of period	$	(230,289)	$	(1,393)	$	(60,293)	$	(291,975)


	Six Months Ended June 27, 2021
	Gains Related to Foreign Currency Translation		Losses on Derivative Financial Instruments Classified as Cash Flow Hedges		Losses Related to Pension and Other Postretirement Benefits		Total
	(In thousands)
Balance, beginning of period	$	82,782	$	(1,191)	$	(102,211)	$	(20,620)

Other comprehensive income before reclassifications	49,138		2,214		29,185		80,537
Amounts reclassified from accumulated other comprehensive loss to net income	—		(1,320)		730		(590)
Currency translation	—		27		—		27
Net current period other comprehensive income	49,138		921		29,915		79,974
Balance, end of period	$	131,920	$	(270)	$	(72,296)	$	59,354

~~(a) All amounts are net~~

Table of ~~tax. Amounts in parentheses represent income (expenses) related to results of operations.~~Contents
Nine Months Ended September 27, 2020(a)
Losses Related to Foreign Currency Translation Gains on Derivative Financial Instruments Classified as Cash Flow Hedges Losses Related to Pension and Other Postretirement Benefits Losses on Available-for-Sale Securities Total
(In thousands)
Balance, beginning of period $ (1,108) $ (2,406) $ (71,615) $ — $ (75,129)
Other comprehensive income (loss) before reclassifications (48,921) 3,403 (44,641) 2 (90,157)
Amounts reclassified from accumulated other comprehensive loss to net income — (1,039) 846 (14) (207)
Currency translation — (27) — — (27)
Net current period other comprehensive income (loss) (48,921) 2,337 (43,795) (12) (90,391)
Balance, end of period $ (50,029) $ (69) $ (115,410) $ (12) $ (165,520)

~~(a) All amounts are net of tax. Amounts in parentheses represent income (expenses) related to results of operations.~~


		Amount Reclassified from Accumulated Other Comprehensive Income(a)						Amount Reclassified from Accumulated Other Comprehensive Loss(a)
Details about Accumulated Other Comprehensive Income Components	Details about Accumulated Other Comprehensive Income Components	Nine Months Ended September 26, 2021		Nine Months Ended September 27, 2020		Affected Line Item in the Condensed Consolidated Statements of Income	Details about Accumulated Other Comprehensive Income Components	Six Months Ended June 26, 2022		Six Months Ended June 27, 2021		Affected Line Item in the Condensed Consolidated Statements of Income
		(In thousands)						(In thousands)
Realized gain on settlement of foreign currency derivatives classified as cash flow hedges		$	746	$	1,452	Net sales
Realized gain (loss) on settlement of foreign currency derivatives classified as cash flow hedges		860		(314)		Cost of sales
Realized loss on settlement of interest rate swap derivatives classified as cash flow hedges		(460)		(99)		Interest expense, net of capitalized interest
Realized gain on sale of securities		—		18		Interest income
Realized gains (losses) on settlement of foreign currency derivatives classified as cash flow hedges							Realized gains (losses) on settlement of foreign currency derivatives classified as cash flow hedges	$	(933)	$	1,282	Net sales
Realized gains (losses) on settlement of foreign currency derivatives classified as cash flow hedges							Realized gains (losses) on settlement of foreign currency derivatives classified as cash flow hedges	(288)		255		Cost of sales
Realized losses on settlement of interest rate swap derivatives classified as cash flow hedges							Realized losses on settlement of interest rate swap derivatives classified as cash flow hedges	(98)		(289)		Interest expense, net of capitalized interest
Amortization of pension and other postretirement plan actuarial losses(b)	Amortization of pension and other postretirement plan actuarial losses(b)	(1,568)		(1,127)		Miscellaneous, net	Amortization of pension and other postretirement plan actuarial losses(b)	(577)		(955)		Miscellaneous, net
Total before tax	Total before tax	(422)		(70)			Total before tax	(1,896)		293
Tax expense	Tax expense	483		277			Tax expense	165		297
Total reclassification for the period	Total reclassification for the period	$	61	$	207		Total reclassification for the period	$	(1,731)	$	590

(a) Positive amounts represent income to the results of operations while amounts in parentheses represent expenses to the results of operations.

(b) These accumulated other comprehensive loss components are included in the computation of net periodic pension cost. See “Note ~~13.~~14. Pension and Other Postretirement Benefits.”

Preferred Stock

The Company has authorized 50,000,000 shares of $0.01 par value preferred stock, although no shares have been issued and no shares are outstanding.

Share Repurchase ~~Program~~Plan and Treasury Stock

On ~~October 31, 2018,~~March 8, 2022, the Company’s Board of Directors approved a $200.0 million share repurchase authorization. The Company repurchased shares through open market purchases. As of ~~September~~June 26, ~~2021,~~2022, the Company repurchased approximately ~~6.3~~4.6 million shares under this ~~program~~plan with a market value of approximately ~~$113.4~~$120.0 million. The Company accounted for the shares repurchased using the cost method. The Company currently plans to maintain these shares as treasury stock. ~~This program expired on February 16, 2021.~~

Restrictions on Dividends

Both the Fifth U.S. Credit Facility and the indentures governing the Company’s senior notes restrict, but do not prohibit, the Company from declaring dividends. Additionally, Moy Park’s Bank of Ireland Facility Agreement restricts Moy Park’s ability and the ability of certain of Moy Park’s subsidiaries to, among other things, make payments and distributions to the Company.

~~13.~~14. PENSION AND OTHER POSTRETIREMENT BENEFITS

The Company sponsors programs that provide retirement benefits to most of its employees. These programs include qualified defined benefit pension plans such as the Pilgrim’s Pride Retirement Plan for Union Employees (the “Union Plan”) the Pilgrim’s Pride Pension Plan for Legacy Gold Kist Employees (the “GK Pension Plan”), the Tulip Limited Pension Plan (the “Tulip Plan”) and

~~Table of Contents~~

the Geo Adams Group Pension Fund ~~(together, the “U.K. Plans”~~(the “Geo Adams Plan”), nonqualified defined benefit retirement plans, a defined benefit postretirement life insurance plan and defined contribution retirement savings plan. Expenses recognized under all retirement plans totaled ~~$4.3~~$10.4 million and ~~$6.2~~$4.0 million in the three months ended ~~September~~June 26, ~~2021~~2022 and ~~September~~June 27, ~~2020,~~2021, respectively, and ~~$13.6~~$16.8 million and ~~$13.3~~$9.3 million in the ~~nine~~six months ended ~~September~~June 26, ~~2021~~2022 and ~~September~~June 27, ~~2020,~~2021, respectively.

Defined Benefit Plans Obligations and Assets

The change in benefit obligation, change in fair value of plan assets, funded status and amounts recognized in the Condensed Consolidated Balance Sheets for the defined benefit plans were as follows:

Nine Months Ended
September 26, 2021 September 27, 2020
Pension Benefits Other Benefits Pension Benefits Other Benefits
(In thousands)
Change in projected benefit obligation
Projected benefit obligation, beginning of period $ 404,194 $ 1,593 $ 369,066 $ 1,527
Interest cost 4,119 12 6,047 27
Actuarial loss (gain) (9,873) (20) 30,650 75
Benefits paid (9,792) (113) (9,763) (120)
Curtailments and settlements (4,393) — (7,083) —
Prior service cost — — 22 —
Currency translation loss (gain) 2,169 — (4,071) —
Projected benefit obligation, end of period $ 386,424 $ 1,472 $ 384,868 $ 1,509

Nine Months Ended
September 26, 2021 September 27, 2020
Pension Benefits Other Benefits Pension Benefits Other Benefits
(In thousands)
Change in plan assets
Fair value of plan assets, beginning of period $ 305,983 $ — $ 294,589 $ —
Actual return on plan assets 28,325 — (5,343) —
Contributions by employer 10,569 113 11,801 120
Benefits paid (9,792) (113) (9,763) (120)
Curtailments and settlements (4,393) — (7,083) —
Expenses paid from assets (279) — (603) —
Currency translation gain (loss) 1,466 — (4,337) —
Fair value of plan assets, end of period $ 331,879 $ — $ 279,261 $ —

September 26, 2021 December 27, 2020
Pension Benefits Other Benefits Pension Benefits Other Benefits
(In thousands)
Funded status
Unfunded benefit obligation, end of period $ (54,545) $ (1,472) $ (98,211) $ (1,593)

September 26, 2021 December 27, 2020
Pension Benefits Other Benefits Pension Benefits Other Benefits
(In thousands)
Amounts recognized in the Condensed Consolidated Balance Sheets at end of period
Current liability $ (6,775) $ (164) $ (7,510) $ (169)
Long-term liability (47,770) (1,308) (90,701) (1,424)
Recognized liability $ (54,545) $ (1,472) $ (98,211) $ (1,593)

Table of Contents

September 26, 2021 December 27, 2020
Pension Benefits Other Benefits Pension Benefits Other Benefits
(In thousands)
Amounts recognized in accumulated other comprehensive loss at end of period
Net actuarial loss $ 62,515 $ 153 $ 95,522 $ 174


	Six Months Ended
	June 26, 2022				June 27, 2021
	Pension Benefits		Other Benefits		Pension Benefits		Other Benefits
	(In thousands)
Change in projected benefit obligation:
Projected benefit obligation, beginning of period	$	373,062	$	1,346	$	404,194	$	1,593
Interest cost	3,224		10		2,437		8
Actuarial gain	(62,285)		(116)		(28,552)		(35)
Benefits paid	(6,344)		(66)		(5,978)		(70)
Curtailments and settlements	(3,762)		—		(2,689)		—

Currency translation (gain) loss	(11,305)		—		10,196		—
Projected benefit obligation, end of period	$	292,590	$	1,174	$	379,608	$	1,496


	Six Months Ended
	June 26, 2022				June 27, 2021
	Pension Benefits		Other Benefits		Pension Benefits		Other Benefits
	(In thousands)
Change in plan assets:
Fair value of plan assets, beginning of period	$	326,409	$	—	$	305,983	$	—
Actual return on plan assets	(42,499)		—		14,564		—
Contributions by employer	5,494		66		6,832		70
Benefits paid	(6,344)		(66)		(5,978)		(70)
Curtailments and settlements	(3,762)		—		(2,689)		—
Expenses paid from assets	(188)		—		(169)		—
Currency translation (gain) loss	(10,747)		—		8,764		—
Fair value of plan assets, end of period	$	268,363	$	—	$	327,307	$	—


	June 26, 2022				December 26, 2021
	Pension Benefits		Other Benefits		Pension Benefits		Other Benefits
	(In thousands)
Funded status:
Unfunded benefit obligation, end of period	$	(24,227)	$	(1,174)	$	(46,653)	$	(1,346)


	June 26, 2022				December 26, 2021
	Pension Benefits		Other Benefits		Pension Benefits		Other Benefits
	(In thousands)
Amounts recognized in the Condensed Consolidated Balance Sheets at end of period:
Current liability	$	(2,996)	$	(167)	$	(6,063)	$	(157)
Long-term liability	(21,231)		(1,007)		(40,590)		(1,189)
Recognized liability	$	(24,227)	$	(1,174)	$	(46,653)	$	(1,346)


	June 26, 2022				December 26, 2021
	Pension Benefits		Other Benefits		Pension Benefits		Other Benefits
	(In thousands)
Amounts recognized in accumulated other comprehensive loss at end of period:
Net actuarial loss	$	41,420	$	3	$	58,143	$	118

The accumulated benefit obligation for the Company’s defined benefit pension plans was ~~$386.4~~$292.6 million and ~~$404.2~~$373.1 million at ~~September~~June 26, ~~2021~~2022 and December ~~27, 2020,~~26, 2021, respectively. Each of the Company’s defined benefit pension plans had accumulated benefit obligations that exceeded the fair value of plan assets at both ~~September~~June 26, ~~2021~~2022 and December ~~27, 2020. As~~26, 2021.

Table of ~~September 26, 2021, the weighted average duration of the Company’s defined benefit pension obligation is 18.22 years.~~Contents

Net Periodic Benefit Costs

Net defined benefit pension and other postretirement costs included the following components:


																			Three Months Ended								Six Months Ended
		Three Months Ended September 26, 2021				Three Months Ended September 27, 2020				Nine Months Ended September 26, 2021				Nine Months Ended September 27, 2020					June 26, 2022				June 27, 2021				June 26, 2022				June 27, 2021
		Pension Benefits		Other Benefits		Pension Benefits		Other Benefits		Pension Benefits		Other Benefits		Pension Benefits		Other Benefits			Pension Benefits		Other Benefits		Pension Benefits		Other Benefits		Pension Benefits		Other Benefits		Pension Benefits		Other Benefits
		(In thousands)																	(In thousands)
Interest cost	Interest cost	$	1,682	$	4	$	1,997	$	9	$	4,119	$	12	$	6,047	$	27	Interest cost	$	1,716	$	6	$	987	$	3	$	3,224	$	10	$	2,437	$	8
Estimated return on plan assets	Estimated return on plan assets	(3,170)		—		(3,256)		—		(7,626)		—		(9,754)		—		Estimated return on plan assets	(2,611)		—		(1,815)		—		(5,014)		—		(4,456)		—
Settlement loss	Settlement loss	539		—		2,941		—		1,376		—		2,941		—		Settlement loss	1,167		—		837		—		1,167		—		837		—
Expenses paid from assets	Expenses paid from assets	110		—		87		—		279		—		624		—		Expenses paid from assets	73		—		91		—		188		—		169		—
Amortization of net loss	Amortization of net loss	607		—		376		—		1,553		1		1,127		—		Amortization of net loss	341		—		381		—		568		—		946		1
Amortization of past service cost	Amortization of past service cost	6		—		—		—		14		—		—		—		Amortization of past service cost	4		—		3		—		9		—		8		—
Net costs(a)	Net costs(a)	$	(226)	$	4	$	2,145	$	9	$	(285)	$	13	$	985	$	27	Net costs(a)	$	690	$	6	$	484	$	3	$	142	$	10	$	(59)	$	9

(a) Net costs are included in the line item Miscellaneous, net on the Condensed Consolidated Statements of Income.

Economic Assumptions

The weighted average assumptions used in determining pension and other postretirement plan information were as follows:

September 26, 2021 December 27, 2020
Pension Benefits Other Benefits Pension Benefits Other Benefits
Assumptions used to measure benefit obligation at end of period
Discount rate 2.01 % 2.08 % 1.83 % 1.80 %
Nine Months Ended
September 26, 2021 September 27, 2020
Pension Benefits Other Benefits Pension Benefits Other Benefits
Assumptions used to measure net pension and other postretirement cost
Discount rate 1.87 % 1.80 % 2.51 % 2.77 %
Expected return on plan assets 3.53 % NA 4.67 % NA

~~Table of Contents~~

The discount rate represents the interest rate used to determine the present value of future cash flows currently expected to be required to settle the Company’s pension and other benefit obligations. The discount rate assumptions used to determine future pension obligations at September 26, 2021 and December 27, 2020 were based on Prudential Financial, Inc.’s (“Prudential”) ~~Pru Above Mean~~ ~~yield curve, which was designed by Prudential to provide a means for plan sponsors to value the liabilities of their postretirement benefit plans. The~~ ~~Pru Above Mean~~ yield curve represents a series of annual discount rates from bonds with an AA minimum average credit quality rating as rated by Moody’s Investor Service, Standard & Poor’s and Fitch Ratings. The expected benefit payments were discounted by each corresponding discount rate on the yield curve. For payments beyond 30 years, the Company extended the curve assuming the discount rate derived in year 30 is extended to the end of the plan’s payment expectations. Once the present value of the string of benefit payments was established, the Company determined the single rate on the yield curve, that when applied to all obligations of the plan, would exactly match the previously determined present value. The discount rate assumptions used to determine future pension obligations for the U.K. pension plans at September 26, 2021 and December 27, 2020 were based on corporate bond spot yield curves provided by Merrill Lynch. Merrill Lynch bases this calculation entirely on AA1-AA3 rated bonds. As part of the evaluation of pension and other postretirement assumptions, the Company applied assumptions for mortality that incorporate generational white and blue collar mortality trends. In determining its benefit obligations, the Company used generational tables that take into consideration increases in plan participant longevity. As of September 26, 2021 and December 27, 2020, the U.S. pension and other postretirement benefit plans used variations of the Pri-2012 mortality table and the MP2020 mortality improvement scale. As of September 26, 2021 and December 27, 2020, the U.K. pension plans used variations of the AxC00 mortality table in combination with the CMI_2019 Sk=7.5 mortality improvement scale for pre-retirement employees and the S3PMA mortality table in combination with the CMI_2019 Sk=7.5 mortality improvement scale for postretirement employees.

The sensitivity of the projected benefit obligation for pension benefits to changes in the discount rate is set out below. The impact of a change in the discount rate of 0.25% on the projected benefit obligation for other benefits is less than $1,000. This sensitivity analysis is based on changing one assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to variations in significant actuarial assumptions, the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as for calculating the liability recognized in the Condensed Consolidated Balance Sheets.

Increase in Discount Rate of 0.25% Decrease in Discount Rate of 0.25%
(In thousands)
Impact on projected benefit obligation for pension benefits $ (10,344) $ 10,890

The expected rate of return on plan assets was primarily based on the determination of an expected return and for each plan’s current asset portfolio that the Company believes are likely to prevail over long periods. This determination was made using assumptions for return and volatility of the portfolio. Asset class assumptions were set using a combination of empirical and forward-looking analysis. To the extent historical results were affected by unsustainable trends or events, the effects of those trends or events were quantified and removed. The Company also considered anticipated asset allocations, investment strategies and the views of various investment professionals when developing this rate.

~~Table of Contents~~

~~Plan Assets~~

~~The following table reflects the pension plans’ actual asset allocations:~~

September 26, 2021 December 27, 2020
Cash and cash equivalents 2 % 1 %
Pooled separate accounts for the Union Plan(a):
Equity securities 2 % 2 %
Fixed income securities 2 % 2 %
Pooled separate accounts and common collective trust funds for the GK Pension Plan(a):
Equity securities 20 % 20 %
Fixed income securities 12 % 13 %
Real estate 1 % 1 %
Pooled separate accounts for the U.K. Plans(a):
Equity securities 36 % 35 %
Fixed income securities 19 % 20 %
Real estate 6 % 6 %
Total assets 100 % 100 %

(a) Pooled separate accounts (“PSAs”) and common collective trust funds (“CCTs”) are two of the most common types of alternative vehicles in which benefit plans invest. These investments are pooled funds that look like mutual funds, but they are not registered with the SEC. Often times, they will be invested in mutual funds or other marketable securities, but the unit price generally will be different from the value of the underlying securities because the fund may also hold cash for liquidity purposes, and the fees imposed by the fund are deducted from the fund value rather than charged separately to investors. Some PSAs and CCTs have no restrictions as to their investment strategy and can invest in riskier investments, such as derivatives, hedge funds, private equity funds, or similar investments.

Absent regulatory or statutory limitations, the target asset allocation for the investment of pension assets in the PSAs for the Union Plan is 50% in each of fixed income securities and equity securities, the target asset allocation for the investment of pension assets in the PSAs and/or CCTs for the GK Pension Plan is 35% in fixed income securities, 60% in equity securities and 5% in real estate and investment of pension assets in the PSAs for the U.K. Plans is 28% in fixed income securities, 62% in equity securities and 10% in real estate. The plans only invest in fixed income and equity instruments for which there is a readily available public market. The Company develops its expected long-term rate of return assumptions based on the historical rates of returns for equity and fixed income securities of the type in which its plans invest.

~~Table of Contents~~

~~The fair value measurements of plan assets fell into the following levels of the fair value hierarchy as of September 26, 2021 and December 27, 2020:~~

September 26, 2021 December 27, 2020
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 $ 7,748 $ — $ — $ 7,748 $ 1,487 $ — $ — $ 1,487
PSAs for the Union Plan:
Large U.S. equity funds(d)
— 2,979 — 2,979 — 3,100 — 3,100
Small/Mid U.S. equity funds(e)
— 1,155 — 1,155 — 392 — 392
International equity funds(f)
— 2,060 — 2,060 — 1,874 — 1,874
Fixed income funds(g)
— 5,167 — 5,167 — 5,365 — 5,365
PSAs and CCTs for the GK Pension Plan:
Large U.S. equity funds(d)
— 33,199 — 33,199 — 29,602 — 29,602
Small/Mid U.S. equity funds(e)
— 16,905 — 16,905 — 17,569 — 17,569
International equity funds(f)
— 16,823 — 16,823 — 16,320 — 16,320
Fixed income funds(g)
— 40,951 — 40,951 — 38,944 — 38,944
Real estate(h)
— 5,032 — 5,032 — 5,677 — 5,677
PSAs for the U.K. Plans:
Large U.S. equity funds(d)
— 47,598 — 47,598 — 39,002 — 39,002
International equity funds(f)
— 71,175 — 71,175 — 69,251 — 69,251
Fixed income funds(g)
— 62,844 — 62,844 — 60,212 — 60,212
Real estate(h)
— 18,243 — 18,243 — 17,188 — 17,188
Total assets $ 7,748 $ 324,131 $ — $ 331,879 $ 1,487 $ 304,496 $ — $ 305,983

~~(a) Unadjusted quoted prices in active markets for identical assets are used to determine fair value.~~

~~(b) Quoted prices in active markets for similar assets and inputs that are observable for the asset are used to determine fair value.~~

~~(c) Unobservable inputs, such as discounted cash flow models or valuations, are used to determine fair value.~~

(d) This category is comprised of investment options that invest in stocks, or shares of ownership, in large, well-established U.S. companies. These investment options typically carry more risk than fixed income options but have the potential for higher returns over longer time periods.

(e) This category is generally comprised of investment options that invest in stocks, or shares of ownership, in small to medium-sized U.S. companies. These investment options typically carry more risk than larger U.S. equity investment options but have the potential for higher returns.

~~(f) This category is comprised of investment options that invest in stocks, or shares of ownership, in companies with their principal place of business or office outside of the U.S.~~

(g) This category is comprised of investment options that invest in bonds, or debt of a company or government entity (including U.S. and non-U.S. entities). These investment options typically carry more risk than short-term fixed income investment options, but less overall risk than equities.

(h) This category is comprised of investment options that invest in real estate investment trusts or private equity pools that own real estate. These long-term investments are primarily in office buildings, industrial parks, apartments or retail complexes. These investment options typically carry more risk, including liquidity risk, than fixed income investment options.

~~Table of Contents~~

~~Benefit Payments~~

The following table reflects the benefits as of September 26, 2021 expected to be paid through 2030 from the Company’s pension and other postretirement plans. The Company’s pension plans are primarily funded plans. Therefore, anticipated benefits with respect to these plans will come primarily from the trusts established for these plans. The Company’s other postretirement plans are unfunded. Therefore, anticipated benefits with respect to these plans will come from the Company’s own assets.

Pension Benefits Other Benefits
(In thousands)
2021 $ 13,675 $ 56
2022 17,084 163
2023 16,584 156
2024 16,172 149
2025 15,674 140
2026-2030 72,166 555
Total $ 151,355 $ 1,219

As required by funding regulations or laws, the Company anticipates contributing $1.8 million and $0.1 million to its pension plans and other postretirement plans, respectively, during the remainder of 2021.


	June 26, 2022				December 26, 2021
	Pension Benefits		Other Benefits		Pension Benefits		Other Benefits
Assumptions used to measure benefit obligation at end of period:
Discount rate	3.69	%	4.10	%	2.23	%	2.38	%


	Six Months Ended
	June 26, 2022				June 27, 2021
	Pension Benefits		Other Benefits		Pension Benefits		Other Benefits
Assumptions used to measure net pension and other postretirement cost:
Discount rate	2.29	%	2.38	%	1.86	%	1.80	%

Expected return on plan assets	3.32	%	NA		3.53	%	NA

Unrecognized Benefit Amounts in Accumulated Other Comprehensive ~~Income~~Loss

The amounts in accumulated other comprehensive ~~income~~loss that were not recognized as components of net periodic benefits cost and the changes in those amounts are as follows:

Nine Months Ended
September 26, 2021 September 27, 2020
Pension Benefits Other Benefits Pension Benefits Other Benefits
(In thousands)
Net actuarial loss, beginning of period $ 95,522 $ 174 $ 58,239 $ 91
Amortization (1,567) (1) (1,127) —
Curtailment and settlement adjustments (1,376) — (2,941) —
Actuarial loss (gain) (9,873) (20) 30,650 75
Asset loss (gain) (20,699) — 15,089 —
Currency translation loss 508 — 669 —
Net actuarial loss, end of period $ 62,515 $ 153 $ 100,579 $ 166

~~Risk Management~~

~~Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are detailed below:~~

~~Asset volatility.~~ The plan liabilities are calculated using a discount rate set with reference to corporate bond yields; if plan assets under perform this yield, this will create a deficit. The pension plans hold a significant proportion of equities, which are expected to outperform corporate bonds in the long-term while contributing volatility and risk in the short-term. The Company monitors the level of investment risk but has no current plan to significantly modify the mixture of investments. The investment position is discussed more below.

~~Changes in bond yields.~~ ~~A decrease in corporate bond yields will increase plan liabilities, although this will be partially offset by an increase in the value of the plans’ bond holdings.~~

The investment position is managed and monitored by a committee of individuals from various departments. This group actively monitors how the duration and the expected yield of the investments are matching the expected cash outflows arising from the pension obligations. The group has not changed the processes used to manage its risks from previous periods. The group does not use derivatives to manage its risk. Investments are well diversified, such that the failure of any single investment would not have a material impact on the overall level of assets. The majority of equities are in U.S. large and small cap companies with some global diversification into international entities.

~~Table of Contents~~


	Six Months Ended
	June 26, 2022				June 27, 2021
	Pension Benefits		Other Benefits		Pension Benefits		Other Benefits
	(In thousands)
Net actuarial loss, beginning of period	$	58,143	$	118	$	95,522	$	174
Amortization	(577)		—		(954)		(1)
Settlement adjustments	(1,167)		—		(837)		—
Actuarial gain	(62,285)		(115)		(28,552)		(35)
Asset loss (gain)	47,513		—		(10,109)		—
Currency translation loss (gain)	(207)		—		776		—
Net actuarial loss, end of period	$	41,420	$	3	$	55,846	$	138

Remeasurement

The Company remeasures both plan assets and obligations on a quarterly basis.

Defined Contribution Plans

Table of Contents

The Company sponsors 2 defined contribution retirement savings plans in the U.S. reportable segment for eligible U.S. and Puerto Rico employees. The Company maintains 3 postretirement plans for eligible employees in the Mexico reportable segment, as required by Mexico law, which primarily cover termination benefits. The Company maintains 27 defined contribution retirement savings plans in the U.K. and Europe reportable segment for eligible U.K. and Europe employees, as required by U.K. and Europe law. The Company’s expenses related to its defined contribution plans totaled ~~$3.6~~$8.9 million in the three months ended ~~September~~June 26, ~~2021~~2022 and ~~$11.7~~$14.4 million in the ~~nine~~six months ended ~~September~~June 26, ~~2021.~~

~~14. STOCK-BASED COMPENSATION~~

~~For the three months ended September 26, 2021 and September 27, 2020, we recognized total stock-based compensation expense o~~f $2.4 million and gain of $1.7 million, respectively. For the three months ended September 26, 2021 and September 27, 2020, the total income tax benefit and expense recognized for stock-based compensation arrangements was $0.6 million and $0.4 million, respectively.

~~For the nine months ended~~ ~~September 26, 2021~~ ~~and~~ ~~September 27, 2020, we recognized total stock-based compensation expense of $7.6 million and $2.2 million, respectively. For the nine months ended~~ ~~September 26, 2021~~ ~~and~~ ~~September 27, 2020, the total income tax benefit recognized for stock-based compensation arrangements was $1.9 million and $0.6 million, respectively.~~

During the nine months ended September 26, 2021, we granted 123,851 time-vesting restricted stock units at a grant date price of $19.73 per unit. These awards will vest equally on July 1, 2022, July 1, 2023 and July 1, 2024. We also granted 533,883 performance-based restricted stock units at a grant date price of $22.79 per unit, 27,350 performance-based restricted stock units at a grant date price of $25.45 per unit and 5,470 performance-based restricted stock units at a grant date price of $27.46 per unit. These awards will convert to time-vesting restricted stock units in the first quarter of 2022 if or when the Compensation Committee of the Company’s Board of Directors certifies the achievement of 2021 performance targets. Once converted to time-vesting restricted stock units, the awards will vest equally on December 31, 2022, December 31, 2023 and December 31, 2024. During the same period we also granted 400,000 performance-based restricted stock units at a grant date price of $19.73 per unit. These awards will convert to time-vesting restricted stock units in the first quarter of 2024 if or when the Compensation Committee of the Company’s Board of Directors certifies the achievement of performance targets over a ~~three~~-year period of January 1, 2021 through December 31, 2023. Once converted to time-vesting restricted stock units, the awards will vest equally on July 1, 2024, July 1, 2025 and July 1, 2026. We also granted 9,459 restricted stock units on April 6, 2021 at a grant date price of $24.26 and 14,586 vesting restricted stock units on April 28, 2021 at a grant date price of $24.69.2022.

15. FAIR VALUE MEASUREMENT

Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Assets and liabilities measured at fair value must be categorized into one of three different levels depending on the assumptions (i.e., inputs) used in the valuation:


Level 1						Unadjusted quoted prices available in active markets for identical assets or ~~liabilities;~~liabilities at the measurement date;

Level 2						Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability; or

Level 3						Unobservable inputs, such as discounted cash flow models or valuations.

The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement in its entirety.

As of ~~September~~June 26, ~~2021~~2022 and December ~~27, 2020,~~26, 2021, the Company held derivative assets and liabilities that were required to be measured at fair value on a recurring basis. Derivative assets and liabilities consist of long and short positions on exchange-traded commodity futures instruments, commodity options instruments, sales contracts instruments, foreign currency instruments to manage translation and remeasurement risk and interest rate swap instruments.

The following items were measured at fair value on a recurring basis:

~~Table of Contents~~


		September 26, 2021						December 27, 2020							June 26, 2022						December 26, 2021
		Level 1		Level 2		Total		Level 1		Level 2		Total			Level 1		Level 2		Total		Level 1		Level 2		Total
		(In thousands)													(In thousands)
Assets:	Assets:													Assets:
Commodity derivative assets	Commodity derivative assets	$	8,443	$	—	$	8,443	$	24,059	$	—	$	24,059	Commodity derivative assets	$	5,987	$	—	$	5,987	$	17,567	$	—	$	17,567
Foreign currency derivative assets	Foreign currency derivative assets	1,814		—		1,814		2,204		—		2,204		Foreign currency derivative assets	3,974		—		3,974		518		—		518
Sales contract derivative assets		—		2,201		2,201		—		—		—
Liabilities:	Liabilities:													Liabilities:
Commodity derivative liabilities	Commodity derivative liabilities	(29,744)		—		(29,744)		(6,531)		—		(6,531)		Commodity derivative liabilities	(18,524)		—		(18,524)		(14,119)		—		(14,119)
Foreign currency derivative liabilities	Foreign currency derivative liabilities	(139)		—		(139)		(428)		—		(428)		Foreign currency derivative liabilities	(1,171)		0		(1,171)		(4,958)		—		(4,958)
Interest rate swap derivative liabilities	Interest rate swap derivative liabilities	—		(345)		(345)		(640)		—		(640)		Interest rate swap derivative liabilities	—		—		—		—		(98)		(98)
Sales contract derivative liabilities														Sales contract derivative liabilities	—		(4,508)		(4,508)		—		(12,691)		(12,691)

See “Note 3.4. Derivative Financial Instruments” for additional information.

The valuation of financial assets and liabilities classified in Level 1 is ~~determined using a market approach, taking into account current interest rates, creditworthiness, and liquidity risks in relation to current market conditions, and is~~ based upon unadjusted quoted prices for identical assets or liabilities in active markets. The valuation of financial assets and liabilities in Level 2 is determined using a market approach based upon quoted prices for similar assets and liabilities in active markets or other inputs that are observable for substantially the full term of the financial instrument. The valuation of financial assets in Level 3 is determined using an income approach based on unobservable inputs such as discounted cash flow models or valuations. For each class of assets and liabilities not measured at fair value in the Condensed Consolidated Balance Sheets but for which fair value is disclosed, the Company is not required to provide the quantitative disclosure about significant unobservable inputs used in fair value measurements categorized within Level 3 of the fair value hierarchy.

In addition to the fair value disclosure requirements related to financial instruments carried at fair value, accounting standards require interim disclosures regarding the fair value of all of the Company’s financial instruments. The methods and significant assumptions used to estimate the fair value of financial instruments and any changes in methods or significant assumptions from prior periods are also required to be disclosed.

The carrying amounts and estimated fair values of our fixed-rate debt obligation recorded in the Condensed Consolidated Balance Sheets consisted of the following:

September 26, 2021 December 27, 2020
Carrying Amount Fair
Value Carrying Amount Fair
Value
(In thousands)
Fixed-rate senior notes payable at 5.75%, at Level 2 inputs $ — $ — $ (1,001,693) $ (1,024,510)
Fixed-rate senior notes payable at 5.875%, at Level 2 inputs (845,687) (906,313) (845,149) (911,957)
Fixed-rate senior notes payable at 4.25%, at Level 2 inputs (990,440) (1,075,000) — —
Fixed-rate senior notes payable at 3.50%, at Level 2 inputs (900,000) (924,003) — —
Secured loans, at Level 3 inputs (13) (13) (38) (38)

Table of Contents


	June 26, 2022				December 26, 2021
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(In thousands)
Fixed-rate senior notes payable at 3.50%, at Level 2 inputs	$	(900,000)	$	(729,000)	$	(900,000)	$	(915,120)
Fixed-rate senior notes payable at 4.25%, at Level 2 inputs	(991,191)		(864,340)		(990,691)		(1,055,140)
Fixed-rate senior notes payable at 5.875%, at Level 2 inputs	(846,224)		(823,350)		(845,866)		(900,193)
Secured loans, at Level 3 inputs	—		—		(3)		(3)

See “Note ~~11.~~12. Debt” for additional information.

The carrying amounts of our cash and cash equivalents, ~~derivative trading accounts’ margin cash,~~ restricted cash and restricted cash equivalents, accounts receivable, accounts payable and certain other liabilities approximate their fair values due to their relatively short maturities. Derivative assets were recorded at fair value based on quoted market prices and are included in the line item Prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets. Derivative liabilities were recorded at fair value based on quoted market prices and are included in the line item Accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets. The fair value of the Company’s Level 2 fixed-rate debt obligations was based on the quoted market price at ~~September~~June 26, ~~2021~~2022 or December ~~27, 2020,~~26, 2021, as applicable. The fair value of the Company’s Level 3 fixed-rate debt obligation was based on discounted cash flows using weighted average cost of debt of 0.5% ~~for the periods ending September~~as of December 26, ~~2021 and December 27, 2020.~~2021.

In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company records certain assets and liabilities at fair value on a nonrecurring basis. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges when required by U.S. GAAP. There were no significant fair value measurement losses recognized for such assets and liabilities in the periods reported.

~~Table of Contents~~

16. RELATED PARTY TRANSACTIONS

Pilgrim’s has been and, in some cases, continues to be a party to certain transactions with affiliated companies.


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		September 26, 2021		September 27, 2020		September 26, 2021		September 27, 2020			June 26, 2022		June 27, 2021		June 26, 2022		June 27, 2021
		(In thousands)									(In thousands)
Sales to related parties
Sales to related parties:										Sales to related parties:
JBS USA Food Company(a)	JBS USA Food Company(a)	$	4,437	$	3,768	$	11,519	$	10,315	JBS USA Food Company(a)	$	4,986	$	4,017	$	9,597	$	7,082
JBS Chile Ltda.		266		114		353		70
Combo, Mercado de Congelados		201		293		978		780
JBS Australia Pty. Ltd.	JBS Australia Pty. Ltd.	172		660		1,994		1,941		JBS Australia Pty. Ltd.	865		939		1,396		1,822

Other Related Parties										Other Related Parties	297		325		1,035		864
Total sales to related parties	Total sales to related parties	$	5,076	$	4,835	$	14,844	$	13,106	Total sales to related parties	$	6,148	$	5,281	$	12,028	$	9,768

Three Months Ended Nine Months Ended
September 26, 2021 September 27, 2020 September 26, 2021 September 27, 2020
(In thousands)
Cost of goods purchased from related parties
JBS USA Food Company(a)
$ 62,371 $ 27,657 $ 168,167 $ 100,467
Seara Meats B.V. 1,074 2,637 3,418 6,360
Penasul UK LTD 1,071 — 6,227 —
Planterra Food Company — — 150 —
JBS Global (U.K.) Ltd. 247 224 742 669
JBS Food Trading (Shanghai) Limited 19 — 61 —
JBS Toledo NV — — — 156
JBS Asia Co Limited — — 5 —
Total cost of goods purchased from related parties $ 64,782 $ 30,518 $ 178,770 $ 107,652

Three Months Ended Nine Months Ended
September 26, 2021 September 27, 2020 September 26, 2021 September 27, 2020
(In thousands)
Expenditures paid by related parties
JBS USA Food Company(b)
$ 27,295 $ 6,429 $ 68,027 $ 28,402
Seara Food Europe Holdings — 3 12 5
Total expenditures paid by related parties $ 27,295 $ 6,432 $ 68,039 $ 28,407

Three Months Ended Nine Months Ended
September 26, 2021 September 27, 2020 September 26, 2021 September 27, 2020
(In thousands)
Expenditures paid on behalf of related parties
JBS USA Food Company(b)
$ 8,011 $ 6,689 $ 35,457 $ 13,315

September 26, 2021 December 27, 2020
(In thousands)
Accounts receivable from related parties
JBS USA Food Company(a)
$ 1,221 $ 714
Combo, Mercado de Congelados 79 —
JBS Australia Pty. Ltd. 28 370
JBS Chile Ltda. 2 —
Total accounts receivable from related parties $ 1,330 $ 1,084


	Three Months Ended				Six Months Ended
	June 26, 2022		June 27, 2021		June 26, 2022		June 27, 2021
	(In thousands)
Cost of goods purchased from related parties:
JBS USA Food Company(a)	$	51,251	$	49,547	$	113,154	$	105,796
Seara Meats B.V.	11,663		643		13,131		2,344
Penasul UK LTD	2,883		2,838		6,423		5,156
JBS Asia Co Limited	1,797		—		3,921		5
Other Related Parties	400		318		463		687
Total cost of goods purchased from related parties	$	67,994	$	53,346	$	137,092	$	113,988

Table of Contents

September 26, 2021 December 27, 2020
(In thousands)
Accounts payable to related parties
JBS USA Food Company(a)
$ 5,439 $ 8,562
Penasul UK LTD 271 —
Seara Meats B.V. 754 1,075
JBS Global (U.K.) Ltd. 122 5
JBS Chile Ltda. 8 8
Total accounts payable to related parties $ 6,594 $ 9,650


	Three Months Ended				Six Months Ended
	June 26, 2022		June 27, 2021		June 26, 2022		June 27, 2021
	(In thousands)
Expenditures paid by related parties:
JBS USA Food Company(b)	$	29,762	$	16,987	$	53,939	$	40,732
Other Related Parties	55		2		55		12




Total expenditures paid by related parties	$	29,817	$	16,989	$	53,994	$	40,744


	Three Months Ended				Six Months Ended
	June 26, 2022		June 27, 2021		June 26, 2022		June 27, 2021
	(In thousands)
Expenditures paid on behalf of related parties:
JBS USA Food Company(b)	$	6,817	$	11,072	$	39,342	$	27,446




Total expenditures paid on behalf of related parties	$	6,817	$	11,072	$	39,342	$	27,446


	June 26, 2022		December 26, 2021
	(In thousands)
Accounts receivable from related parties:
JBS USA Food Company(a)	$	865	$	1,059
Other Related Parties	831		286
Total accounts receivable from related parties	$	1,696	$	1,345


	June 26, 2022		December 26, 2021
	(In thousands)
Accounts payable to related parties:
JBS USA Food Company(a)	$	6,303	$	21,628
JBS Asia Co Limited	2,658		—
Penasul UK LTD	1,407		147
Other Related Parties	882		542
Total accounts payable to related parties	$	11,250	$	22,317

(a) The Company routinely executes transactions to both purchase products from JBS USA Food Company (“JBS USA”) and sell products to them. As of ~~September~~June 26, ~~2021, approximately $255.0 thousand of~~2022, goods purchased and in transit from JBS USA were ~~in transit~~immaterial and not reflected on our Condensed Consolidated Balance Sheet.

(b) The Company has an agreement with JBS USA to allocate costs associated with JBS USA’s procurement of SAP licenses and maintenance services for its combined companies. Under this agreement, the fees associated with procuring SAP licenses and maintenance services are allocated between the Company and JBS USA in proportion to the percentage of licenses used by each company. The agreement expires on the date of expiration, or earlier termination, of the underlying SAP license agreement. The Company also has an agreement with JBS USA to allocate the costs of supporting the business operations by one consolidated corporate team, which have historically been supported by their respective corporate teams. Expenditures paid by JBS USA on behalf of the Company will be reimbursed by the Company and expenditures paid by the Company on behalf of JBS USA will be reimbursed by JBS USA. This agreement ~~expires~~expired on December 31, 2021.

17. REPORTABLE SEGMENTS

The Company operates in 3 reportable segments: U.S., U.K. and Europe, and Mexico. The Company measures segment profit as operating income. Corporate expenses are allocated to the Mexico and U.K. and Europe reportable segments based upon various apportionment methods for specific expenditures incurred related thereto with the remaining amounts allocated to the U.S. reportable segment.

We conduct separate operations in the continental U.S. and in Puerto Rico. For segment reporting purposes, the Puerto Rico operations are included in the U.S. reportable segment. The chicken products processed by the U.S. reportable segment are sold to foodservice, retail and frozen entrée customers. The segment’s primary distribution is through retailers, foodservice distributors and restaurants.

The U.K. and Europe reportable segment processes primarily fresh chicken, ~~and~~ pork products, specialty meats, ready meals and other prepared foods that are sold to foodservice, retail and ~~frozen entrée~~direct to consumer customers. The segment’s primary distribution is through retailers, foodservice distributors and restaurants. ~~On September 24, 2021, the Company completed the Kerry Meats and Meals Acquisition, which will operate as a business unit within the U.K. and Europe reportable segment.~~

Table of Contents

The chicken products processed by the Mexico reportable segment are sold to foodservice, retail and frozen entrée customers. The segment’s primary distribution is through retailers, foodservice distributors and restaurants.

Additional information regarding reportable segments is as follows:


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		September 26, 2021(a)		September 27, 2020(b)		September 26, 2021(c)		September 27, 2020(d)			June 26, 2022(a)		June 27, 2021(b)		June 26, 2022(c)		June 27, 2021(d)
		(In thousands)									(In thousands)
Net sales	Net sales									Net sales
U.S.	U.S.	$	2,466,850	$	1,894,222	$	6,714,879	$	5,619,791	U.S.	$	2,899,879	$	2,248,470	$	5,481,087	$	4,248,029
U.K. and Europe	U.K. and Europe	930,440		845,677		2,721,019		2,425,140		U.K. and Europe	1,245,052		935,845		2,437,034		1,790,579
Mexico	Mexico	430,276		335,222		1,302,791		929,141		Mexico	486,717		453,383		953,922		872,515
Total	Total	$	3,827,566	$	3,075,121	$	10,738,689	$	8,974,072	Total	$	4,631,648	$	3,637,698	$	8,872,043	$	6,911,123

(a)For the three months ended ~~September~~June 26, 2022, the U.S. reportable segment had intercompany sales to the Mexico reportable segment of $26.3 million. These sales consisted of fresh products, prepared products, grain and egg sales.

(b)For the three months ended June 27, 2021, the U.S. reportable segment had intercompany sales to the Mexico reportable segment of ~~$83.9 million. These sales consisted of fresh products, prepared products and grain.~~

~~(b)For the three months ended September 27, 2020, the U.S. reportable segment had intercompany sales to the Mexico reportable segment of $46.2~~$82.8 million. These sales consisted of fresh products, prepared products and grain.

(c)For the ~~nine~~six months ended ~~September~~June 26, 2022, the U.S. reportable segment had intercompany sales to the Mexico reportable segment of $69.7 million. These sales consisted of fresh products, prepared products, grain and egg sales.

(d)For the six months ended June 27, 2021, the U.S. reportable segment had intercompany sales to the Mexico reportable segment of ~~$234.7~~$150.8 million. These sales consisted of fresh products, prepared products and grain.

~~(d)~~
For the nine months ended September 27, 2020, the U.S. reportable segment had intercompany sales to the Mexico reportable segment of $159.9 million. These sales consisted of fresh products, prepared products and grain.


	Three Months Ended				Six Months Ended
	June 26, 2022		June 27, 2021		June 26, 2022		June 27, 2021
	(In thousands)
Reportable segment profit (loss):
U.S.	$	453,198	$	(224,171)	$	808,273	$	(156,046)
U.K. and Europe	7,848		21,831		(13,792)		32,326
Mexico	51,844		79,195		120,408		159,025
Eliminations	14		14		28		28
Total operating income (loss)	512,904		(123,131)		914,917		35,333
Interest expense, net of capitalized interest	38,112		50,651		74,408		80,985
Interest income	(1,010)		(842)		(2,284)		(3,208)
Foreign currency transaction losses	2,758		4,145		14,294		6,659
Miscellaneous, net	(1,688)		(770)		(2,012)		(8,614)

Income (loss) before income taxes	474,732		(176,315)		830,511		(40,489)
Income tax expense (benefit)	112,711		(9,812)		187,930		25,546
Net income (loss)	$	362,021	$	(166,503)	$	642,581	$	(66,035)


	June 26, 2022		December 26, 2021
	(In thousands)
Total assets by reportable segment:
U.S.	$	6,989,372	$	6,390,845
U.K. and Europe	4,044,272		4,292,558
Mexico	1,207,388		1,146,204
Eliminations	(2,918,100)		(2,916,402)
Total assets	$	9,322,932	$	8,913,205

Table of Contents

Three Months Ended Nine Months Ended
September 26, 2021 September 27, 2020 September 26, 2021 September 27, 2020
(In thousands)
Reportable segment profit (loss)
U.S. $ 70,666 $ 2,451 $ (85,380) $ 126,951
U.K. and Europe 445 29,949 32,771 76,324
Mexico 49,652 61,653 208,677 2,229
Eliminations 14 235 42 459
Total operating income 120,777 94,288 156,110 205,963
Interest expense, net of capitalized interest 29,833 30,564 110,818 95,575
Interest income (1,244) (1,763) (4,452) (4,611)
Foreign currency transaction loss (gain) 2,359 9,092 9,018 (3,768)
Miscellaneous, net (1,391) 360 (10,005) (33,873)
Income before income taxes 91,220 56,035 50,731 152,640
Income tax expense 30,385 22,344 55,931 57,900
Net income (loss) $ 60,835 $ 33,691 $ (5,200) $ 94,740
September 26, 2021 December 27, 2020
(In thousands)
Total assets by reportable segment
U.S. $ 6,472,756 $ 5,189,021
U.K. and Europe 4,146,047 3,034,219
Mexico 1,132,193 1,212,428
Eliminations (2,918,153) (1,961,171)
Total assets $ 8,832,843 $ 7,474,497
September 26, 2021 December 27, 2020
(In thousands)
Long-lived assets by reportable segment(a)
U.S. $ 1,850,525 $ 1,815,460
U.K. and Europe 1,022,966 842,049
Mexico 279,197 292,651
Eliminations (3,743) (3,783)
Total long-lived assets $ 3,148,945 $ 2,946,377


	June 26, 2022		December 26, 2021
	(In thousands)
Long-lived assets by reportable segment(a):
U.S.	$	1,864,868	$	1,862,584
U.K. and Europe	1,022,478		1,125,197
Mexico	285,256		284,980
Eliminations	(3,702)		(3,729)
Total long-lived assets	$	3,168,900	$	3,269,032

(a)For this disclosure, we exclude financial instruments, deferred tax assets and intangible assets in accordance with ASC 280-10-50-41, Segment Reporting. Long-lived assets, as used in ASC 280-10-50-41, implies hard assets that cannot be readily removed.

18. COMMITMENTS AND CONTINGENCIES

General

The Company is a party to many routine contracts in which it provides general indemnities in the normal course of business to third parties for various risks. Among other considerations, the Company has not recorded a liability for any of these indemnities because, based upon the likelihood of payment, the fair value of such indemnities would not have a material impact on its financial condition, results of operations and cash flows.

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Financial Instruments

The Company’s loan agreements generally obligate the Company to reimburse the applicable lender for incremental increased costs due to a change in law that imposes (1) any reserve or special deposit requirement against assets of, deposits with or credit extended by such lender related to the loan, (2) any tax, duty or other charge with respect to the loan (except standard income tax) or (3) capital adequacy requirements. In addition, some of the Company’s loan agreements contain a withholding tax provision that requires the Company to pay additional amounts to the applicable lender or other financing party, generally if withholding taxes are imposed on such lender or other financing party as a result of a change in the applicable tax law. These increased cost and withholding tax provisions continue for the entire term of the applicable transaction, and there is no limitation on the maximum additional amounts the Company could be obligated to pay under such provisions. Any failure to pay amounts due under such provisions generally would trigger an event of default, and, in a secured financing transaction, would entitle the lender to foreclose upon the collateral to realize the amount due.

Litigation

The Company is subject to various legal proceedings and claims which arise in the ordinary course of business. In the Company’s opinion, it has made appropriate and adequate accruals for claims where necessary; however, the ultimate liability for these matters is uncertain, and if significantly different than the amounts accrued, the ultimate outcome could have a material effect on the financial condition or results of operations of the Company.

Tax Claims and Proceedings

During 2014 and 2015 the Mexican Tax Authorities opened a review of Avícola Pilgrim’s Pride de Mexico, S.A. de C.V. (“~~APPM”~~Avícola”) in regards to tax years 2009 and 2010, respectively. In both instances, the Mexican Tax Authorities claim that controlled company status did not exist for certain subsidiaries because ~~APPM~~Avícola did not own 50% of the shares in voting rights of Incubadora Hidalgo, S. de R.L de C.V. and ~~Commercializadora~~Comercializadora de Carnes de México S. de R.L de C.V. (both in 2009) and Pilgrim’s Pride, S. de ~~R. L.~~R.L. de C.V. (in 2010). As a result, ~~APPM~~according to the tax authorities, Avícola should have considered dividends paid out of these subsidiaries partially taxable since a portion of the dividend amount was not paid from the net tax profit account (CUFIN). ~~APPM~~Avícola is currently ~~appealing.~~appealing the opinion. Amounts under appeal, calculated by PPC and its advisors, are ~~$30.4~~$33.0 million and ~~$18.4~~$20.2 million for tax years 2009 and 2010, respectively. No loss has been recorded for these amounts at this time.

On May 12, 2022, the Mexican Tax Authorities issued tax assessments against Pilgrim’s Pride, S. de R.L. de C.V. and Provemex Holdings, LLC in connection with PPC’s acquisition of Tyson de México. Following the acquisition, PPC re-domiciled Provemex Holdings, LLC from the U.S. to Mexico. The tax authorities claim that Provemex Holdings, LLC was a Mexican entity at the time of the acquisition and, as a result, was obligated to pay taxes on the ~~Company does not believe a~~sale. The Mexican subsidiaries of PPC are currently appealing these assessments. Amounts under appeal are approximately $248.4 million for such tax assessments. No loss ~~is probable.~~has been recorded for these amounts at this time.

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In re Broiler Chicken Antitrust Litigation

Between September 2, 2016 and October 13, 2016, a series of ~~purported~~ federal class action lawsuits styled as In re Broiler Chicken Antitrust Litigation, Case No. 1:16-cv-08637 were filed with the U.S. District Court for the Northern District of Illinois ~~(the “Illinois~~(“Illinois Court”) against PPC and 19 other ~~producers~~defendants by and on behalf of direct and indirect purchasers of broiler chickens alleging violations of ~~federal and state~~ antitrust and unfair competition ~~laws.~~laws (the “Broilers Litigation”). The complaints seek, among other relief, treble damages for an alleged conspiracy among defendants to reduce output and increase prices of broiler chickens from the period of January 2008 to the present. The class plaintiffs have filed 3 consolidated amended complaints: one on behalf of direct purchasers ~~(“the Direct Purchaser Plaintiff Class”~~(the “DPPs”) and two on behalf of distinct groups of indirect purchasers. Between December 8, 2017 and September 1, 2021, 8182 individual direct action complaints were filed with the Illinois Court by individual direct purchaser entities (“DAPs”) naming PPC as a defendant, the allegations of which largely mirror those in the class action complaints. Subsequent amendments to certain complaints added allegations of price fixing and bid rigging on certain sales. On ~~June 17, 2021,~~February 8, 2022, the Illinois ~~Court~~court issued a revised scheduling order ~~through~~for certain plaintiffs who limited their claims to reduction of output, which sets the first trial ~~under which merits fact discovery~~date in fall 2023. The schedule for ~~defendants and most~~the rest of the plaintiffs ~~closed on July 31, 2021, with additional discovery~~is still awaiting an order from the Illinois Court. On May 27, 2022, the Illinois Court certified each of subsequent DAPs proceeding in six month increments following consolidation of each DAP complaint. Expert discovery will proceed from August 31, 2021 through May 13, 2022 with summary judgment briefing beginning on June 10, 2022 and concluding on November 21, 2022. The Court has not yet set a trial date.the three classes.

On January 11, 2021, PPC announced that it had entered into an agreement to settle all claims made by the ~~putative Direct Purchaser Plaintiff Class (“DPPs”).~~DPPs. The Illinois Court granted final approval of the settlement on June 29, 2021. As a result of this agreement, PPC recognized an expense of $75.0 million within Selling, general and administrative expense in the Condensed Consolidated ~~Statements~~Statement of Income for the year ended December 27, 2020. Pursuant to this agreement, PPC paid the DPPs this amount during the ~~first quarter of~~three months ended March 28, 2021.

On July 28, 2021, PPC and the putative End-User Consumer Indirect Purchaser Plaintiff Class (“EUCPs”) reached an agreement to settle all ~~claims, subject to~~claims. The Illinois Court ~~approval under Rule 23. Preliminary, and ultimately~~granted final approval of the settlement ~~was granted~~ on ~~August 12, 2021 and final approval hearing is scheduled for~~ December 20, 2021. In addition, on August 3, 2021, PPC and the putative Commercial and Institutional Indirect Purchaser Plaintiff Class (“CIIPPs”) reached an agreement to settle all ~~claims subject to~~claims. The Illinois Court ~~approval under Rule 23. A motion for preliminary~~granted final approval of ~~that~~the settlement ~~was filed~~ on ~~September 30, 2021 and a hearing on the motion was held on October 15, 2021.~~April 18, 2022. Under the terms of these

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settlements, PPC ~~has~~ paid the EUCPs an amount of $75.5 million and has agreed to pay the CIIPPs an amount of $45.0 million to release all outstanding claims brought by such ~~Classes. Settlement with the CIIPPs is subject to the final approval of the Illinois Court.~~classes. As a result of these agreements, PPC recognized this expense within Selling, general and administrative expense in the Condensed Consolidated ~~Statements~~Statement of Income for the ~~nine~~three months ended September 26, 2021.

The settlements with the DPPs, EUCPs and CIIPPs do not cover the claims of the DAPs or other parties who have or will opt out of such settlements (collectively, the “Opt Outs”). PPC will therefore continue to litigate against such Opt Outs and will seek reasonable settlements where they are available. To date, PPC has recognized an expense of ~~$257.4~~$489.3 million to cover ~~both negotiated and potential~~ settlements with various Opt Outs. ~~The amount accrued is an estimate that is subject to change.~~ PPC ~~recognized this expense~~recognizes these expenses within Selling, general and administrative expense in the ~~Condensed~~ Consolidated Statements of ~~Income for the nine months ended September 26, 2021.~~Income.

On February 21, 2017, the Attorney General of Florida ~~(the “Florida~~(“Florida AG”), issued a civil investigative demand (“CID”) regarding the broiler chicken market. The CID requests, among other things, data and information related to the acquisition and processing of broiler chickens and the sale of chicken products. PPC is cooperating with the Florida AG in producing documents pursuant to the CID.

On August 6, 2020, the Attorney General of Washington ~~(the “Washington~~(“Washington AG”), issued a CID regarding similar broiler chicken matters that are the subject of the Florida CID. ~~The CID requests, among other things, data and information related to the acquisition and processing of broiler chickens and the sale of chicken products.~~ PPC ~~is cooperating~~cooperated with the Washington AG in producing documents pursuant to the CID.

On ~~each of February 24, 2021 and May 4,~~October 28, 2021, the ~~Attorney General~~Washington AG filed a complaint in the King County Superior County for the State of ~~Louisiana (the “Louisiana AG”) issued CIDs regarding similar broiler chicken matters that are~~Washington. The complaint alleges the ~~subject of Florida CID. The CIDs requested, among other things, data and information related~~same claims as those made in the Broilers Litigation under Washington state law. PPC filed its answer to the ~~sale of chicken products in Louisiana. PPC is cooperating with the Louisiana AG in producing documents pursuant to the CID.~~complaint on January 21, 2022.

On September 1, 2020, the Attorney General of New Mexico filed a complaint in the First Judicial District Court in the County of Santa Fe, New Mexico. The complaint alleges the same claims as those made in the ~~In re Broiler Chicken Antitrust~~Broilers Litigation under New Mexico state law. PPC answered the complaint on February 1, 2021.

On February 22, 2021, the Attorney General of Alaska filed a complaint in Superior Court in the Third Judicial District in Anchorage, Alaska. The complaint alleges the same claims as those made in the ~~In re Broiler Chicken Antitrust~~Broilers Litigation under Alaska state law. PPC answered the complaint on June 14, 2021.

On each of February 24, 2021 and May 4, 2021, the Attorney General of Louisiana (“Louisiana AG”) issued a CID regarding similar broiler chicken matters that are the subject of Florida CID. PPC is cooperating with the Louisiana AG in producing documents pursuant to the CID.

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Other Claims and Proceedings

On October ~~10,~~20, 2016, Patrick Hogan, acting on behalf of himself and a putative class of persons who purchased shares of PPC’s stock between February 21, 2014 and October 6, 2016, filed a class action complaint in the U.S. District Court for the District of Colorado ~~(the “Colorado~~(“Colorado Court”) against PPC and its named executive officers (the “Hogan Litigation”). The complaint alleges, among other things, that PPC’s SEC filings contained statements that were rendered materially false and misleading by PPC’s failure to disclose that (1) PPC colluded with several of its industry peers to fix prices in the broiler-chicken market as alleged in the ~~In re Broiler Chicken Antitrust~~Broilers Litigation,, (2) its conduct constituted a violation of federal antitrust laws and (3) PPC’s revenues during the class period were the result of illegal ~~conduct and (4) that PPC lacked effective internal control over financial reporting.~~conduct. The complaint ~~also states that PPC’s industry was anticompetitive and~~ seeks compensatory ~~damages.~~damages as well as attorneys’ fees and costs. On April 4, 2017, the Colorado Court appointed another stockholder, George James Fuller, as lead plaintiff. On May 11, 2017, the plaintiff filed an amended complaint, which extended the end date of the putative class period to November 17, ~~2017.~~2016. PPC and the other defendants moved to dismiss the amended complaint on June 12, 2017, and ~~the plaintiff filed its opposition~~ on ~~July 12, 2017. PPC and the other defendants filed their reply on August 1, 2017. On~~ March 14, 2018, the Colorado Court dismissed the plaintiff’s complaint without prejudice and issued final judgment in favor of PPC and the other defendants. On April 11, 2018, the plaintiff moved for reconsideration of the Colorado Court’s decision and for permission to file a ~~Second Amended Complaint. PPC and the other defendants filed a response to the plaintiff’s motion on April 25, 2018.~~second amended complaint. On November 19, 2018, the Colorado Court denied the plaintiff’s motion for reconsideration ~~and~~but granted the plaintiff leave to file a ~~Second Amended Complaint.~~second amended complaint. On June 8, 2020, the plaintiff filed a ~~Second Amended Complaint~~second amended complaint against the same defendants, based in part on the Indictment (defined below). On July 31, 2020, defendants filed a motion to dismiss the ~~Second Amended Complaint pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure.~~second amended complaint. The Colorado Court granted the motion to dismiss on April 19, 2021 and issued judgment in favor of defendants. On May 17, 2021, the plaintiff filed a motion for amended

~~Table~~ judgment, which the Colorado Court denied on November 29, 2021. The plaintiff then filed a notice of ~~Contents~~

~~judgment. PPC~~appeal on December 28, 2021, and the ~~other defendants filed their opposition to~~appeal was opened in the ~~motion for amended judgment on June 7, 2021. The Colorado Court’s decision on the motion~~U.S. Court of Appeals for the ~~amended judgment~~Tenth Circuit, which is ~~currently pending.~~now fully briefed with oral argument set for September 27, 2022.

On January 27, 2017, a purported class action on behalf of broiler chicken farmers was brought against PPC and 4 other producers in the U.S. District Court for the Eastern District of Oklahoma (the “Oklahoma Court”) alleging, among other things, a conspiracy to reduce competition for grower services and depress the price paid to growers. Plaintiffs allege violations of the Sherman Antitrust Act and the Packers and Stockyards Act and seek, among other relief, treble damages. The complaint was consolidated with a subsequently filed consolidated amended class action complaint styled as In re Broiler Chicken Grower Litigation, Case No. ~~CIV-17-033-RJS (the “Grower Litigation”).~~CIV-17-033-RJS. The defendants (including PPC) jointly moved to dismiss the consolidated amended complaint on September 9, ~~2017 for failure to state a claim under Rule 12(b)(6) of the Federal Rules of Civil Procedure.~~2017. The Oklahoma Court granted only certain other defendants’ motions challenging jurisdiction. On January 6, 2020, the Oklahoma Court denied the ~~pending Rule 12~~ motion to dismiss, and lifted the stay on discovery. On October 6, 2020, the ~~Oklahoma~~ plaintiffs filed a motion with the U.S. Judicial Panel on Multidistrict Litigation ~~(the “JPML”~~(“JPML”) seeking consolidation of a series of copycat complaints filed in September and October 2020 in the U.S. District Courts for the District of Colorado, the District of Kansas, and the Northern District of California. On December 15, 2020, the JPML ordered the transfer of all cases to the Oklahoma Court for consolidated or coordinated pretrial proceedings. On ~~February 12, 2020,~~November 8, 2021, the Oklahoma Court entered a revised case management order in the multi-district litigation setting a ~~February~~deadline of August 1, 2022 ~~deadline~~ for the close of fact discovery. That order also set a deadline of ~~September 15, 2022~~March 17, 2023 for the filing of class certification motions, with deadlines of ~~October 27, 2022~~April 28, 2023 for opposition briefing and ~~December 1, 2022~~June 9, 2023 for reply briefing. Under the order, motions for summary judgment are to be filed on ~~February 1,~~July 31, 2023, with oppositions and replies due ~~March~~September 22, 2023, and ~~April 12,~~October 13, 2023, respectively. ~~PPC will continue to litigate against the putative class of plaintiffs and will seek a reasonable settlement if it is available.~~ PPC has recognized an estimate of probable loss as expense that is subject to change. PPC recognized this expense within Selling, general and administrative expense in the ~~Condensed~~ Consolidated ~~Statements~~Statement of Income for the ~~three~~year ended December 26, 2021 and ~~nine~~incremental expense in the Condensed Consolidated Statement of Income for the six months ended ~~September~~June 26, ~~2021.~~2022.

On March 9, 2017, a stockholder derivative action, DiSalvio v. Lovette, et al., No. 2017 cv. 30207, was brought against all of PPC’s directors and its ~~Chief~~then-Chief Executive Officer, William Lovette, and then-Chief Financial Officer, Fabio Sandri, in the Nineteenth Judicial District Court for the County of Weld in Colorado (the “Weld County Court”). The complaint alleges, among other things, that the named defendants breached their fiduciary duties by failing to prevent PPC and its officers from engaging in an antitrust conspiracy as alleged in the ~~In re Broiler Chicken Antitrust~~Broilers Litigation,, and issuing false and misleading statements as alleged in the Hogan ~~class action litigation.~~Litigation. On April 17, 2017, a related stockholder derivative action, Brima v. Lovette, et al., No. 2017 cv. 30308, was brought against all of PPC’s directors and ~~its Chief Financial Officer~~Messrs. Lovette and Sandri in the Weld County Court. The Brima complaint contains largely the same allegations as the DiSalvio complaint. The DiSalvio and Brima litigations ~~(“the~~(collectively, “the Derivative Litigation”) ~~have been~~were consolidated ~~and~~ on May 4, 2017. On October 14, 2020, an amended shareholder derivative complaint was filed ~~which~~that added former PPC executives Jayson Penn, Roger Austin, and Jimmie Little as named defendants and alleges, among other things, that the ~~named~~ defendants breached their fiduciary duties by (1) failing to prevent PPC from engaging in an antitrust conspiracy as alleged in the Broiler litigation, the Indictment (as defined below), and other related proceedings; and by(2) failing to prevent the issuance of false and misleading statements as alleged in the Hogan ~~securities litigation~~Litigation and the UFCW ~~securities litigation~~Litigation (as defined below). The ~~consolidated case~~Derivative Litigation was stayed, pending the resolution of the motion to dismiss in the Hogan Litigation described above. Following the Colorado Court granting defendants’ motion to dismiss in the Hogan litigation, the stay was lifted. The parties then filed a joint motion to continue the stay pending the Colorado Court’s decision on the motion for amended ~~judgment. The~~judgment, which the Weld County Court granted ~~the motion to continue the stay~~ on June 22, 2021. Upon the Colorado Court’s denial of plaintiff’s

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motion for amended judgment in the Hogan Litigation, the stay was again lifted. On February 4, 2022, the Weld County Court ordered another stay until the earlier of (1) resolution of the appeal in the Hogan Litigation or (2) an order ruling on the motion to dismiss in the UFCW Litigation. Given the ruling in the UFCW Litigation, the Derivative Litigation stay has been lifted and PPC filed a motion to dismiss, which will be fully briefed by August 29, 2022.

Between August 30, 2019 and October 16, 2019, 4 purported class action lawsuits were filed in the U.S. District Court for the District of Maryland ~~(the “Maryland~~(“Maryland Court”) against PPC and a number of other chicken producers, as well as ~~WMS~~ Webber, Meng, Sahl ~~and~~& Company and Agri Stats. The plaintiffs seek to represent a nationwide class of processing plant production and maintenance workers (“Plant Workers”). They allege that the defendants conspired to fix and depress the compensation paid to Plant Workers in violation of the Sherman Act and seek damages from January 1, 2009 to the present. On November 12, 2019, the Maryland Court ordered the consolidation of the 4 cases for pretrial purposes. The defendants (including PPC) jointly moved to dismiss the consolidated complaint on November 22, 2019. Shortly thereafter, the plaintiffs ~~informed the defendants and the Maryland Court that they would be amending~~amended their complaint ~~which they did~~ on December 20, 2019. The consolidated amended complaint asserts largely similar allegations to the pleadings in the consolidated complaint, but it was extended to include more class members and turkey processors as well as chicken processors. The defendants filed motions to dismiss the consolidated amended complaint on March 2, 2020. The Maryland Court dismissed PPC and a number of other defendants on September 16, 2020 without prejudice. The plaintiffs subsequently filed amended complaints on November 2, 2020 re-naming PPC and the other dismissed defendants. Defendants moved to dismiss on December 18, 2020, which the Maryland Court denied on March 10, 2021. On June 14, 2021, PPC entered into a binding Settlement Agreement to settle all claims with the putative class of Plant Workers for $29.0 million and paid the plaintiffs this amount during the third quarter of 2021. PPC recognized this expense within Selling, general and administrative expense in the ~~Condensed~~ Consolidated ~~Statements~~Statement of Income for the ~~nine months~~year ended ~~September~~December 26, 2021. On December 17, 2021, the plaintiffs filed a motion for leave to amend their complaint, which the Maryland Court granted on March 21, 2022. The PPC Settlement Agreement is still subject to final approval by the Maryland Court.

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On July 6, 2020, United Food and Commercial Workers International Union Local 464A (“UFCW”), acting on behalf of itself and a putative class of persons who purchased shares of PPC stock between February 9, 2017 and June 3, 2020, filed a class action complaint in the Colorado Court against PPC, and Messrs. Lovette, Penn, and ~~Sandri.~~Sandri (the “UFCW Litigation”). The complaint alleges, among other things, that PPC’s public statements regarding its business and the drivers behind its financial results were false and misleading due to the defendants’ purported failure to disclose its participation in an antitrust conspiracy as alleged in the ~~Broiler litigation~~Broilers Litigation and the Indictment (defined below). On September 4, 2020, UFCW and the New Mexico State Investment Council (“NMSIC”) filed competing motions to be appointed lead plaintiff under the Private Litigation Securities Reform ~~Act. On~~Act, and on March 17, 2021, the court appointed NMSIC as lead plaintiff. On May 26, 2021, NMSIC filed an amended complaint, ~~which shortened the end date of the putative class period to June 3, 2020.~~and PPC and the other defendants moved to dismiss the amended complaint on July 19, ~~2021. NMSIC filed an opposition to~~2021, which is now fully briefed. On March 8, 2022, the Colorado Court granted the motion to dismiss ~~on September 1, 2021, and PPC and the other defendants~~with prejudice as to all claims. The plaintiffs filed ~~their reply on September 30, 2021. The Colorado Court’s decision on the~~a motion to ~~dismiss~~amend the judgment on April 5, 2022, which is ~~currently pending.~~now fully briefed and awaiting a decision from the Colorado Court.

PPC cannot predict the outcome of these pending litigations nor when they will be resolved. The consequences of the pending litigation matters are inherently uncertain, and adverse actions, judgments or settlements in some or all of these matters may result in materially adverse monetary damages, fines, penalties or injunctive relief against PPC. Any claims or litigation, even if fully indemnified or insured, could damage PPC’s reputation and make it more difficult to compete effectively or to obtain adequate insurance in the future.

DOJ Antitrust Matter

On July 1, 2019, the U.S. Department of Justice (the “DOJ”) issued a subpoena to PPC in connection with its investigation arising from the ~~In re Broiler Chicken Antitrust Litigation~~.Broilers Litigation. The Company has been cooperating with the DOJ investigation.

On June 3, 2020, PPC learned of an indictment by a Grand Jury in the Colorado Court against Jayson Penn, the chief executive officer and president of PPC at that time, in addition to 2 former employees of PPC and a former employee of a different company (the “Indictment”). The Indictment alleges that the defendants entered into and engaged in a conspiracy to suppress and eliminate competition by rigging bids and fixing prices and other price-related terms for broiler chicken products sold in the U.S., in violation of Section 1 of the Sherman Antitrust ~~Act, 15 U.S.C. Section 1.~~Act. On June 4, 2020, PPC learned that Mr. Penn pleaded not guilty to the charges. Effective June 15, 2020, Mr. Penn began a paid leave of absence from ~~PPC. In connection with Mr. Penn’s leave of absence, PPC’s Board of Directors appointed the chief financial officer of~~ PPC, ~~Fabio Sandri, to serve in the additional role of PPC’s interim president~~ and chief executive officer. On September 22, 2020, PPC’s Board of Directors appointed Fabio Sandri as PPC’s President and Chief Executive Officer in addition to his role as Chief Financial Officer. Onon September 22, 2020, PPC disclosed that Mr. Penn was no longer with the Company. ~~On February 10, 2021, the Company appointed Matthew Galvanoni as its new Chief Financial Officer, effective March 15, 2021.~~

On October 6, 2020, PPC learned of a superseding indictment by a Grand Jury in the Colorado Court against ~~those individuals in the first Indictment as well as the~~ former Chief Executive Officer of PPC, William Lovette, 1 additional former employee of PPC, and 4 employees of different ~~companies.~~companies (the “Superseding Indictment” and together with the Indictment, the “First Indictment”). The ~~superseding indictment~~Superseding Indictment alleges similar claims to the Indictment.

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On October 13, 2020, the Company announced that it had entered into a plea agreement (the “Plea Agreement”) with the DOJ pursuant to which the Company agreed to (1) plead guilty to 1 count of conspiracy in restraint of competition involving sales of broiler chicken products in the U.S. in violation of Section 1 of the Sherman Antitrust Act, ~~15 U.S.C. § 1,~~ and (2) pay a fine of $110.5 million. The Company recognized the fine as an expense which iswas included in Selling, general and administrative expense in the ~~Condensed~~ Consolidated ~~Statements~~Statement of Income for the ~~three months~~year ended ~~September~~December 27, 2020. Under the Plea Agreement, the DOJ agreed not to bring further charges against the Company for any antitrust violation involving the sale of broiler chicken products in the U.S. occurring prior to the date of the Plea Agreement. On February 23, 2021, the Colorado Court approved the Plea Agreement and assessed aan amended fine of $107.9 million. The Company continues to cooperate with the DOJ in connection with the ongoing federal antitrust investigation into alleged price fixing and other anticompetitive conduct in the broiler chicken industry.

On July 29, 2021, PPC learned of an additional indictment by a Grand Jury in the Colorado Court against 4 former employees of PPC (the “July 29 Indictment”), which alleged similar claims to the First Indictment. On July 12, 2022, PPC learned of a superseding indictment by a Grand Jury in the Colorado Court alleging that 1 of the former employees named in the July 29 Indictment engaged in witness tampering and obstruction of an official proceeding (together with the July 29 Indictment, the “Second Indictment”).

A trial pursuant to the First Indictment commenced on October 25, 2021 and ended on December 16, 2021. The jury did not return a verdict and the Colorado Court declared a mistrial. A retrial of the case began on February 22, 2022 and ended on March 24, 2022. The jury again did not reach a verdict and the Colorado Court declared another mistrial. The third trial, this time against only Messrs. Penn and Lovette, 2 additional former employees of PPC, and a former employee of a different company, commenced on June 6, 2022 and ended on July 7, 2022. The jury reached a verdict of not guilty as to all defendants. A trial pursuant to the Second Indictment is currently scheduled to begin on October 31, 2022.

On February 9, 2022, the Company learned that the DOJ has opened a civil investigation into human resources antitrust matters. The Company has begun, and will continue, to cooperate with the DOJ in its investigation.

The U.S. government’s recent focus and attention on market dynamics in the meat processing industry could expose PPC to additional costs and risks.

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~~19. BUSINESS ACQUISITION~~

~~Kerry Consumer Foods' Meats and Meals~~

On September 24, 2021, the Company acquired 100% of the equity of the Kerry Consumer Foods' Meats and Meals businesses for cash of £695.3 million, or $954.1 million, subject to customary working capital adjustments. The acquisition was funded with the Company's recent senior notes offering and borrowings under the credit facility. The acquisition solidifies Pilgrim's as a leading European food company. The Specialty Meats business is a leading manufacturer of branded and private label meats, meat snacks and food-to-go products in the U.K. and Ireland. The Ready Meals business is a leading ethnic chilled and frozen ready meals business in the U.K. The acquired operations are included in the Company's U.K. and Europe reportable segment. Kerry Consumer Foods' Meats and Meals businesses operations for the period from September 24, 2021 through September 26, 2021 were insignificant.

Transaction costs incurred in conjunction with the acquisition were approximately $9.3 million for the nine months ended September 26, 2021. These costs were expensed as incurred and are reflected within ~~Selling, general and administrative expense~~ ~~in the Company's Consolidated Statements of Income.~~

The assets acquired and liabilities assumed in the acquisition were measured at their values as of September 24, 2021 as set forth below. The excess of the purchase price over the preliminary fair value of the net intangible assets and identifiable assets was recorded as goodwill in the Company's U.K. and Europe reportable segment. The factors contributing to the recognition of the amount of goodwill are based on several strategic and synergistic benefits that are expected to be realized from the acquisition as well the assembled workforce. Benefits include (1) complementary product offerings, (2) an enhanced footprint in the U.K. and Ireland and (3) an enhanced position in the fast-growing plant-based protein, direct-to-consumer and hot food-to-go markets. The goodwill is not expected to be tax deductible for tax purposes. The fair values of the assets acquired and liabilities assumed are preliminary and we are currently completing our fair value assessment with the assistance of third-party valuation specialists. Any adjustments identified in the measurement period, which will not exceed one year from the acquisition date, will be accounted for prospectively.

~~The preliminary fair values recorded for the assets acquired and liabilities assumed for the acquisition are as follows (in thousands):~~


	~~Preliminary~~
~~Cash and cash equivalents~~	$	~~113~~
~~Trade accounts and other receivables~~	~~7,386~~
~~Inventories~~	~~60,339~~
~~Prepaid expenses and other current assets~~	~~7,953~~
~~Operating lease assets~~	~~14,967~~
~~Property, plant and equipment~~	~~170,617~~
~~Identified intangible assets~~	~~453,068~~
~~Total assets acquired~~	~~714,443~~

~~Accounts payable~~	~~8,016~~
~~Other current liabilities~~	~~9,568~~
~~Operating lease liabilities~~	~~13,405~~
~~Deferred tax liabilities~~	~~97,040~~
~~Other long-term liabilities~~	~~2,591~~
~~Total liabilities assumed~~	~~130,620~~
~~Total identifiable net assets~~	~~583,823~~
~~Goodwill~~	~~370,237~~
~~Total consideration transferred~~	$	~~954,060~~

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Executive Summary

Overview

We are one of the largest chicken producers in the world, and as a vertically integrated chicken producer, we are able to control every phase of the production process, which helps us manage food safety and quality, control margins and improve customer service. This gives us the opportunity to continue to create growth and development opportunities, further increasing our position as a leading domestic and global protein company. With the acquisitions of Kerry Consumer Foods' specialty meats and ready meals businesses, Pilgrim’s Pride Limited (“PPL”) and Moy Park in 2021, 2019 and 2017, respectively, we solidified ourselves as a leading European food company while diversifying our product mix with introduction into the pork market. With the acquisition of GNP in 2017, we further solidified ourselves as a leading poultry company within the U.S.

We reported net ~~loss~~income attributable to Pilgrim’s of ~~$5.8~~$642.6 million, or ~~$0.02~~$2.65 per diluted common share, and income before tax totaling ~~$50.7~~$830.5 million, for the ~~nine~~six months ended ~~September~~June 26, ~~2021.~~2022. These operating results included net sales of ~~$10.7~~$8.9 billion, gross profit of ~~$1.0~~$1.2 billion and ~~$327.5~~$421.2 million of cash provided by operating activities. We generated a consolidated operating margin of ~~1.5%~~10.3% with operating margins of ~~(1.3)%~~14.7%, ~~1.2%~~(0.6)% and ~~16.0%~~12.6% in our U.S., U.K. and Europe, and Mexico reportable segments, respectively. For the ~~nine~~six months ended ~~September~~June 26, ~~2021,~~2022, we generated EBITDA and Adjusted EBITDA of ~~$431.4 million~~$1.1 billion and ~~$972.4 million,~~$1.1 billion, respectively. A reconciliation of net income to EBITDA and Adjusted EBITDA is included below.

~~Kerry Meats and Meals Acquisition~~

On September 24, 2021, the Company acquired 100% of the equity of the Kerry Consumer Foods' specialty meats and ready meals businesses (the “Kerry Meats and Meals Acquisition”) for £695.3 million, or $954.1 million, subject to customary working capital adjustments. The acquisition was funded with the Company's recent senior notes offering and borrowings under the credit facility.

Kerry Consumer Foods' specialty meats business is a leading manufacturer of branded and private label meats, meat snacks and food-to-go products in the U.K. and Ireland. Kerry Consumer Foods' ready meals business is a leading ethnic chilled and frozen ready meals business in the U.K. The combined businesses produced over £725 million in annual sales during the year ended December 31, 2020 and have more than 4,000 team members.

~~The acquisition solidifies Pilgrim's as a leading European food company. The acquired operations are included in the Company's U.K. and Europe reportable segment.~~

~~Unsolicited Offer from JBS S.A. to Purchase Outstanding Shares of PPC Common Stock~~

On September 20, 2021, the Company announced that its board of directors had formed a special committee of independent directors to review and evaluate the previously announced unsolicited proposal received on August 12, 2021 from JBS S.A. to acquire all of the outstanding shares of common stock of PPC that JBS does not currently own.

~~U.K.~~Global Economic Conditions

During the ~~third~~second quarter of ~~2021,~~2022, we ~~experienced unprecedented~~continued to experience solid recoveries in volume throughout the business from prior year levels as COVID-19 restrictions eased, but were confronted with significant challenges from inflation in commodity, labor and other operating costs across all our businesses. The global feed ingredient and energy markets continue to be impacted by the outbreak of the Russia-Ukraine war, driving up prices as supply out of the Black Sea region is disrupted and future production is at risk. We continued to experience labor shortages in the U.K. ~~economic environment. We were confronted with sudden, serious labor shortages~~ as European Union (or “E.U.”) workers returned to their home countries following Brexit, thus affecting our ability to process, pack and transport products. In addition, we also faced significant cost pressure from feed ingredients – specifically oils and micronutrients – and increased costs for utilities, logistics, chemicals, labor and packaging. Our U.K. pork operations also had to overcomeHog prices remained low ~~hog prices resulting from~~during the first quarter driven by an oversupply in ~~Europe. Although chicken sales were robust during~~Europe, though some areas, such as Germany and the ~~quarter, pork foodservice sales increased~~U.K., experienced an uptick in prices that extended into the second quarter. Despite inflationary headwinds and softening consumer demand throughout the U.K. and E.U., we have and will continue to ~~pre-COVID-19 (defined below) levels~~invest in our people to improve staffing, implement supply chain solutions, and ~~pork retail sales remained stable from the prior year, these sales were generated at significantly reduced margins.~~conduct customer negotiations for cost recovery. Our Mexico segment also managed through significant challenges as Mexico remains a volatile market given inflationary pressures, an evolving global protein industry, and overall business seasonality.

We have responded to these challenges by ~~opening~~continuing negotiations with customers to recoup the extraordinary costs we have experienced. We also continue to focus on operational ~~excellence~~ initiatives that aim to deliver labor efficiencies, better agricultural performance and improved yields. ~~We’re also maintaining tight control over selling, general and administrative expenses.~~

Impact of COVID-19

The extensive impact of the pandemic caused by the novel coronavirus (“COVID-19”) has resulted and will likely continue to result in significant disruptions to the global economy, as well as businesses and capital markets around the world.

In an effort to halt the outbreak of COVID-19, a number of countries, states, counties and other jurisdictions have imposed various measures, including but not limited to, voluntary and mandatory quarantines, stay-at-home orders, travel restrictions, limitations on gatherings of people, reduced operations and extended closures of businesses. On April 28, 2020, former President Trump signed an executive order directing the Department of Agriculture to ensure meat and poultry processors in the U.S. continue operations uninterrupted to the maximum extent possible and designating meat and poultry processing plants as critical infrastructure.

As the global spread of the virus began to accelerate late in March of 2020, we began to experience adverse impacts to our business and financial results. The impact of the COVID-19 pandemic included disruptions in supply chain, an increase in both broiler and chick costs and an increase in payroll and benefits costs. With the uncertainty surrounding COVID-19, we believe that we will continue to experience certain disruptions to our business for the remainder of 2021.

During 2021, COVID-19 vaccinations have increased while daily COVID-19 case rates decreased, leading to gradual relaxations of COVID-19 restrictions, such as those directly affecting restaurants’ indoor dining capacities and increased consumer mobility. The delivery of the second and third COVID-19 direct relief packages to taxpayers, in addition to extended unemployment benefits, were supportive of consumer income. These same relief packages have been a factor in labor shortages and higher absenteeism at our facilities, which has caused a reduction in chicken production.

The impact of COVID-19 and measures to prevent its spread ~~have affected and~~ continue to affect our business in a number of ways.

•Our workforce. Employee health and safety is our priority. As an essential business in a critical infrastructure industry, we continue to produce chicken and pork products, while coordinating with and implementing guidance from the U.S. Centers for Disease Control and Prevention, the National Institute of Occupational Safety and Health, and local and regional Departments of Health in an effort to keep our employees safe and healthy.products. Measures we ~~have~~ implemented during the height of the pandemic that remain in place today include, but are not limited to: increasing physical distancing of our employees, where ~~possible, by~~possible; staggering start and shift breaks, placing on-site tents to create more space for employees at break and at meal times, and installing physical barriers to distance employees while working on production lines; adding temperature and symptom screening stations for employees prior to entering our facilities;breaks; increasing personal hygiene practices and providing our employees additional personal protective equipment and sanitation stations; and increasing sanitation of our facilities. We have also continued to support and encourage our employees and their family members to be vaccinated against COVID-19.

•Our operations. All of our 69 production facilities ~~are operating~~continue to operate. To date, we have not experienced a material impact from a plant ~~closure and our facilities have largely been exempt from government closure orders.~~closure.

•Demand for our products. ~~COVID-19~~As global vaccination levels increased and governmental restrictions eased, we noted the ~~implementation~~trend towards pre-pandemic levels of ~~restricted living have led to a shift in~~ demand ~~from restaurants to~~at retail grocery stores ~~with consumers eating more at home due to pandemic restrictions. Two PPL plants had their export licenses to China suspended due to pandemic issues. In an effort to counter~~and restaurants and are not currently experiencing any significant change in demand as a result of the ~~adverse effects of~~ COVID-19 ~~we have transitioned, where commercially reasonable and possible to do so, our business operations to be in the best position to supply changing COVID-19 market demands.~~

•~~Foreign currency exchange rates and commodity prices.~~ During the nine months ended September 26, 2021, we experienced increased volatility in foreign currency exchange rates and commodity prices, in part related to the uncertainty from COVID-19, as well as actions taken by governments and central banks in response to COVID-19. We expect continued volatility in foreign currency exchange rates and commodity prices during 2021, though we cannot reasonably estimate the duration, extent or impact of that volatility.pandemic.

•CARES Act. On March 27, 2020, the U.S. government enacted the CARES Act, which includes modifications to the limitation on business interest expense and net operating loss provisions, and provides a payment delay of employer payroll taxes during 2020 after the date of enactment. AsWe delayed the payment of ~~the September 26, 2021, we have delayed approximately $52.3~~$52 million ofin employer payroll taxes ~~with~~otherwise due in 2020. The first 50% ~~due by~~was paid on December 31, 2021 and the remaining 50% is due and payable by December 31, 2022.

~~U.S. Credit Facility~~

On August 9, 2021, we, and certain of our subsidiaries entered into a Fifth Amended and Restated Credit Agreement (the “U.S. Credit Facility”) with CoBank, ACB, as administrative agent and collateral agent, and the other lenders party thereto. The U.S. Credit Facility provides for a $800.0 million revolving credit commitment and a term loan commitment of up to $700.0 million. The maturity date of the revolving loan commitment and the term loans was extended from July 20, 2023 to August 9, 2026.

~~Additional information regarding the U.S. Credit Facility is included in “Note 11. Debt.”~~

~~Senior Notes due 2032~~

On September 2, 2021, we completed a sale of $900.0 million aggregate principal amount of 3.50% senior notes due 2032 (“Senior Notes due 2032”). We used the proceeds, together with borrowings under the delayed draw term loan under the U.S. Credit Facility, to finance the Kerry Meats and Meals Acquisition and to pay related fees and expenses. The remaining proceeds will be used to repay outstanding revolver borrowings under the U.S. Credit Facility and for general corporate purposes.

~~Additional information regarding the Senior Notes due 2032 is included in “Note 11. Debt.”~~

~~Senior Notes due 2031~~

On April 8, 2021, we completed a sale of $1.0 billion aggregate principal amount of 4.25% sustainability-linked senior notes due 2031 (“Senior Notes due 2031”). We used the net proceeds of the sale, together with cash on hand, to redeem our 5.75% senior notes due 2025 (“Senior Notes due 2025”). From and including October 15, 2026, the interest rate payable on the notes will increase to 4.50% per annum unless we timely notify the related indenture trustee that our greenhouse gas emissions intensity reduction target has been satisfied and that the satisfaction of the target has been confirmed by a qualified provider of third-party assurance or attestation services appointed by us to review our statement of the greenhouse gas emissions intensity in accordance with its customary procedures.

~~Additional information regarding the Senior Notes due 2031 is included in “Note 11. Debt.”~~

Raw Materials and Pricing

Our U.S. and Mexico segments use corn and soybean meal as the main ingredients for feed production, while our U.K. and Europe segment uses wheat, soybean meal and barley as the main ingredients for feed production.

~~Market~~U.S. market prices for chicken products ~~during~~entered the ~~three months ended September 26, 2021 remained~~second quarter at levels 73% above the 5-year average and ~~maintained~~remained above prior year levels ~~well above~~and historical norms throughout the period. During the ~~third~~second quarter of ~~2021,~~2022, industry ~~chick placements~~production levels were ~~flat~~slightly up from the previous year, +0.2% year-over-year in liveweight pounds. The increase in liveweight production was due to growth of egg sets which has continued throughout the year and has led to more birds processed relative to ~~levels from a~~the same time last year. This increase in birds processed occurred despite hatchability headwinds that persisted throughout the first four months of 2022. Hatchability has recently began trending in line with prior year ~~as declining hatchability rates~~levels. We experienced steady demand throughout the second quarter of 2022. In the foodservice channel, commercial foodservice restaurant volume demand declined slightly, but was offset ~~increased egg sets. The result was mild~~by significant growth ~~of +1.8% primarily driven by both increased liveweights and head counts. While the U.S. experienced a renewed wave of COVID-19 cases~~ in the ~~third~~non-commercial foodservice subchannel. In retail, fresh and frozen value-added sales volumes remained steady relative to the second quarter of ~~2021, foodservice demand~~prior year. Sales volume in the frozen commodity and retail deli subchannels declined during the second quarter. The export market remained ~~consistent. The retail environment maintained its consistency as consumers continued~~strong for April and May, growing 5% in volume relative to ~~use chicken as a cost effective staple in home meal preparation. As a result, robust chicken demand coincided with mild production growth and already pressured cold~~prior year levels. Cold storage ~~inventory~~inventories have trended below average historical levels ~~which entered the quarter well~~throughout 2022, ending June at 7% below the 5-year ~~average, resulting~~average. Despite elevated wholesale and retail pricing, chicken remains a cost competitive protein option.

During the second quarter of 2022, the U.K. chicken market experienced unprecedented cost increases in feed ingredients, utilities and labor. Through our current customer models and additional negotiations, together with recovery in the ~~continued strength~~foodservice sector, we have partially offset some of ~~market~~these cost increases. We continue to focus on managing costs and increasing operational efficiency.

Commodity prices for chicken ~~products~~ in Mexico increased during the ~~three months ended September 26, 2021.~~second quarter of 2022 and remained well above prices from same quarter prior year. The increase is primarily from increased demand that outpaced supply. The cost to produce also increased from same quarter prior year due to significant increases in corn and soy, the two main ingredients used for feed in Mexico.

While market prices for chicken products have ~~improved thus far in 2021,~~sustained high levels throughout the second quarter of 2022, prices for the remainder of the year will depend on ~~the status of the foodservice industry and~~(1) the evolution of foodservice, retail and export meat demand ~~influenced by~~and (2) factors such as ~~the COVID-19 pandemic,~~ government regulation, the ongoing Russia-Ukraine war, further spread of avian influenza both domestically and abroad, uncertainty surrounding ~~both~~ the general economy and overall protein supply.

U.K. market prices for pork products during the three months ended June 26, 2022 increased from the low prices of the first quarter. The pig prices increased by approximately 30% in the second quarter following significant price increases in Germany in late March. Despite some pig price recovery, the cost of production continued to exceed market prices, although the loss per pig experienced by growers has decreased in the second quarter. The increased prices follow a reduction of the overall breeding herd in the U.K. and Germany during 2021. Input costs for feed and energy in the U.K. continue to rise following the outbreak out of the Russia-Ukraine war and with the 6% national minimum wage increase in April, the recovery of inflation through retailers continues to be an area of focus.

Reportable Segments

We operate in three reportable segments: U.S., U.K. and Europe, and Mexico. We measure segment profit as operating income. ~~Corporate~~Certain corporate expenses are allocated to the Mexico and U.K. and Europe reportable segments based upon various apportionment methods for specific expenditures incurred related thereto with the remaining amounts allocated to the U.S. For additional information, see “Note 17. Reportable Segments” of our Condensed Consolidated Financial Statements included in this quarterly report.

Results of Operations

Three Months Ended ~~September~~June 26, ~~2021~~2022 Compared to the Three Months Ended ~~September~~June 27, ~~2020~~2021

Net sales. Net sales generated in the three months ended ~~September~~June 26, ~~2021~~2022 increased ~~$752.4~~$994.0 million, or ~~24.5%~~27.3%, from net sales generated in the three months ended ~~September~~June 27, ~~2020.~~2021. The following table provides net sales information:


Sources of net sales	Sources of net sales	Three Months Ended September 26, 2021		Change from Three Months Ended September 27, 2020				Sources of net sales	Three Months Ended June 26, 2022		Change from Three Months Ended June 27, 2021
				Amount		Percent					Amount		Percent
		(In thousands, except percent data)							(In thousands, except percent data)
U.S.	U.S.	$	2,466,850	$	572,628	30.2	%	U.S.	$	2,899,879	$	651,409	29.0	%
U.K. and Europe	U.K. and Europe	930,440		84,763		10.0	%	U.K. and Europe	1,245,052		309,207		33.0	%
Mexico	Mexico	430,276		95,054		28.4	%	Mexico	486,717		33,334		7.4	%
Total net sales	Total net sales	$	3,827,566	$	752,445	24.5	%	Total net sales	$	4,631,648	$	993,950	27.3	%

U.S. Reportable Segment. U.S. net sales generated in the three months ended ~~September~~June 26, ~~2021~~2022 increased ~~$572.6~~$651.4 million, or ~~30.2%~~29.0%, from U.S. net sales generated in the three months ended ~~September~~June 27, ~~2020~~2021 primarily due to an increase in net sales per pound which contributed ~~$582.4~~$628.6 million, or ~~30.7~~28.0 percentage points, to the increase in net sales. The increase in net sales per pound was driven primarily ~~from higher than average~~by higher-than-average market pricing for chicken ~~commodity prices~~and increases in ~~the U.S.~~price necessary to recover increased feed ingredients, labor, utilities and other operating costs during the three months ended ~~September~~June 26, ~~2021. The~~2022. Also contributing to the increase in net sales was ~~partially offset by a decrease~~an increase in sales volume of ~~$9.8~~$22.8 million, or ~~0.5~~1.0 percentage points.

U.K. and Europe Reportable Segment. U.K. and Europe net sales generated in the three months ended ~~September~~June 26, ~~2021~~2022 increased ~~$84.8~~$309.2 million, or ~~10.0%~~33.0%, from U.K. and Europe net sales generated in the three months ended ~~September~~June 27, ~~2020~~2021 primarily due to ~~a favorable impact~~the acquisition of ~~foreign currency translation and an increase in sales volume, partially offset by a decrease in net sales per pound. The favorable impact of foreign currency translation~~Pilgrim’s Food Masters (“PFM”) which contributed ~~$61.7~~$265.8 million ~~or 7.3 percentage points,~~ to the increase in net sales. The ~~increase in sales volume~~existing U.K. and Europe businesses contributed ~~$25.8~~$43.4 million ~~or 3.0 percentage points,~~ to the increase in net ~~sales and~~sales. This increase was ~~primarily~~ driven by ~~market recoveries in foodservice from the lessening of restrictions due to the COVID-19 pandemic from prior year. The decrease~~an increase in net sales per pound of ~~$2.8~~$171.2 million, or ~~0.3~~18.3 percentage points, partially offset by a decrease in sales volume of $23.9 million, or 2.6 percentage points, and the unfavorable impact of foreign currency translation of $104.4 million, or 11.2 percentage points. The increase in net sales ~~and~~per pound was ~~primarily~~ driven by ~~falling pork prices in the U.K.~~price increases necessary to recover increased feed ingredients, labor, utilities and other operating costs.

Mexico Reportable Segment. Mexico net sales generated in the three months ended ~~September~~June 26, ~~2021~~2022 increased ~~$95.1~~$33.3 million, or ~~28.4%~~7.4%, from Mexico net sales generated in the three months ended ~~September~~June 27, ~~2020~~2021 primarily due to an increase in net sales per pound of ~~$46.5~~$77.9 million, or ~~13.9~~17.2 percentage points, and athe favorable impact of foreign currency remeasurement of ~~$40.9~~$0.8 million, or ~~12.2~~0.2 percentage points, partially offset by a decrease in sales volume of $45.4 million, or 10.0 percentage points. ~~This~~The increase in net sales per pound was driven primarily by higher ~~live~~ chicken ~~commodity~~ prices ~~in Mexico~~that resulted from increased demand during the three months ended September 26, 2021 in comparison to the three months ended September 27, 2020. Also contributing to the increase in net sales was an increase from sales volume of $7.7 million, or 2.3 percentage points.solid market fundamentals.

Gross ~~profit.~~profit and cost of sales. Gross profit increased by ~~$58.0~~$296.5 million, or ~~18.5%~~78.0%, from ~~$313.8~~$380.2 million generated in the three months ended ~~September~~June 27, ~~2020~~2021 to ~~$371.8~~$676.8 million generated in the three months ended ~~September~~June 26, ~~2021.~~2022. The following tables provide information regarding gross profit and cost of sales information:


Components of gross profit	Components of gross profit	Three Months Ended September 26, 2021		Change from Three Months Ended September 27, 2020						Percent of Net Sales						Components of gross profit	Three Months Ended June 26, 2022			Change from Three Months Ended June 27, 2021					Percent of Net Sales
									Three Months Ended										Three Months Ended
						Amount			Percent			September 26, 2021			September 27, 2020									Amount			Percent			June 26, 2022	June 27, 2021
		(In thousands, except percent data)																	(In thousands, except percent data)
Net sales	Net sales	$	3,827,566	$	752,445		24.5	%		100.0	%		100.0	%		Net sales	$	4,631,648		$	993,950	27.3	%		100.0	%		100.0	%
Cost of sales	Cost of sales	3,455,723		694,444			25.1	%		90.3	%		89.8	%		Cost of sales	3,954,877			697,420		21.4	%		85.4	%		89.5	%
Gross profit	Gross profit	$	371,843	$	58,001		18.5	%		9.7	%		10.2	%		Gross profit	$	676,771		$	296,530	78.0	%		14.6	%		10.5	%


Sources of gross profit	Sources of gross profit	Three Months Ended September 26, 2021		Change from Three Months Ended September 27, 2020				Sources of gross profit	Three Months Ended June 26, 2022		Change from Three Months Ended June 27, 2021
				Amount		Percent					Amount		Percent
		(In thousands, except percent data)							(In thousands, except percent data)
U.S.	U.S.	$	278,028	$	94,895	51.8	%	U.S.	$	544,636	$	304,288	126.6	%
U.K. and Europe	U.K. and Europe	32,324		(28,006)		(46.4)	%	U.K. and Europe	68,955		18,910		37.8	%
Mexico	Mexico	61,477		(8,667)		12.4	%	Mexico	63,166		(26,668)		(29.7)	%
Elimination	Elimination	14		(221)		(94.0)	%	Elimination	14		—		—	%
Total gross profit	Total gross profit	$	371,843	$	58,001	18.5	%	Total gross profit	$	676,771	$	296,530	78.0	%


Sources of cost of sales	Sources of cost of sales	Three Months Ended September 26, 2021		Change from Three Months Ended September 27, 2020				Sources of cost of sales	Three Months Ended June 26, 2022		Change from Three Months Ended June 27, 2021
				Amount		Percent					Amount		Percent
		(In thousands, except percent data)							(In thousands, except percent data)
U.S.	U.S.	$	2,188,822	$	477,733	27.9	%	U.S.	$	2,355,243	$	347,121	17.3	%
U.K. and Europe	U.K. and Europe	898,116		112,769		14.4	%	U.K. and Europe	1,176,097		290,297		32.8	%
Mexico	Mexico	368,799		103,721		39.1	%	Mexico	423,551		60,002		16.5	%
Elimination	Elimination	(14)		221		94.0	%	Elimination	(14)		—		—	%
Total cost of sales	Total cost of sales	$	3,455,723	$	694,444	25.1	%	Total cost of sales	$	3,954,877	$	697,420	21.4	%

U.S. Reportable Segment. Cost of sales incurred by our U.S. operations during the three months ended ~~September~~June 26, ~~2021~~2022 increased ~~$477.7~~$347.1 million, or ~~27.9%~~17.3%, from cost of sales incurred by our U.S. segment during the three months ended ~~March 29, 2020. Cost~~June 27, 2021. Contributing to the increase in cost of sales ~~increased primarily because of~~were the impact of increased cost per pound sold of ~~$486.6~~$326.8 million, or ~~28.4~~16.3 percentage points, and ~~was partially offset by a decrease~~an increase in sales volume of ~~$8.9~~$20.3 million, or ~~0.5~~1.0 percentage points. ~~Included~~The increase in ~~the increased~~ cost ~~of sales was a $307.0 million~~per pound sold included increases in live operations costs, ~~a $65.0 million increase in payroll costs, $57.0 million increase in~~ prepared foods purchases, payroll costs, contract labor costs and ~~$38.0 million in freight~~utility costs. The increase in live operations costs includes an increase of ~~$277.6~~$107.2 million in feed costs and ~~an $18.2~~a $21.5 million increase in chick costs. The increase in feed costs was driven primarily from higher corn and soy ~~commodity~~ prices, our main ingredients in feed. ~~Other factors affecting cost of sales were individually immaterial.~~

U.K. and Europe Reportable Segment. Cost of sales incurred by our U.K. and Europe operations during the three months ended ~~September~~June 26, ~~2021~~2022 increased ~~$112.8~~$290.3 million, or ~~14.4%~~32.8%, from cost of sales incurred by our U.K. and Europe segment during the three months ended ~~September~~June 27, ~~2020. The increase~~2021 primarily because of costs incurred by the acquired PFM operations and from increases in cost of sales ~~was primarily from an unfavorable~~incurred by our existing U.K. and Europe operations. Cost of sales related to the existing U.K. and Europe operations increased due to higher cost per pound sold, partially offset by decreased sales volume and the favorable impact of foreign currency translation of $59.5 million, or 7.6 percentage points, increased cost per pound sold of $29.3 million, or 3.7 percentage points, and increased sales volume of $24.0 million, or 3.1 percentage points. The increase in sales volume is primarily from market recoveries in foodservice from the lessening of restrictions due to the COVID-19 pandemic from prior year.translation. The increase in cost per pound sold ~~is primarily from~~was driven by inflation in feed ingredients and utilities as well as increases in ~~feed~~labor costs due to shortages resulting from Brexit and ~~inflationary pressures. Other factors affecting cost of sales were individually immaterial.~~an increase in the national minimum wage.

Mexico Reportable Segment. Cost of sales incurred by our Mexico operations during the three months ended March 28, 2021 increased ~~$103.7~~$60.0 million, or ~~39.1%~~16.5%, from cost of sales incurred by our Mexico segment during the three months ended ~~September~~June 27, ~~2020.~~2021. This increase was driven by increased cost per pound sold of ~~$62.6~~$95.7 million, or ~~23.6~~26.3 percentage points, anand the unfavorable impact of foreign currency remeasurement of ~~$35.0, or 13.2 percentage points and an increase in sales volume of $6.1~~$0.7 million, or ~~2.3~~0.2 percentage points. The increase in cost per pound sold was ~~primarily~~ driven by ~~increases in corn~~higher input costs, such as feed ingredients and ~~soy commodity prices, our main ingredients in feed, and by increased hatchery egg costs. Other factors affecting~~ cost of chicks, and an unfavorable shift in product mix due to market demands. These increases were partially offset by a decrease in sales ~~were individually immaterial.~~volume of $36.4 million, or 10.0 percentage points.

Operating ~~income.~~income and SG&A expense. Operating income increased by ~~$26.5~~$636.0 million, or ~~28.1%~~516.6%, from ~~$94.3~~a loss of $123.1 million incurred in the three months ended June 27, 2021 to income of $512.9 million generated in the three months ended ~~September 27, 2020 to $120.8 million generated in the three months ended September~~June 26, ~~2021.~~2022. The following tables provide information regarding operating income and selling, general and administrative (“SG&A”) expense:


Components of operating income	Three Months Ended June 26, 2022		Change from Three Months Ended June 27, 2021				Percent of Net Sales
							Three Months Ended
			Amount		Percent		June 26, 2022		June 27, 2021
	(In thousands, except percent data)
Gross profit	$	676,771	$	296,530	78.0	%	14.6	%	10.5	%
SG&A expense	163,867		(339,505)		(67.4)	%	3.5	%	13.8	%

Operating income	$	512,904	$	636,035	516.6	%	11.1	%	(3.4)	%

Components of operating income Three Months Ended September 26, 2021 Change from Three Months Ended September 27, 2020 Percent of Net Sales
Three Months Ended
Amount Percent September 26, 2021 September 27, 2020
(In thousands, except percent data)
Gross profit $ 371,843 $ 58,001 18.5 % 9.7 % 10.2 %
SG&A expense 251,066 31,512 14.4 % 6.6 % 7.1 %
Operating income $ 120,777 $ 26,489 28.1 % 3.2 % 3.1 %


Sources of operating income	Sources of operating income	Three Months Ended September 26, 2021		Change from Three Months Ended September 27, 2020				Sources of operating income	Three Months Ended June 26, 2022		Change from Three Months Ended June 27, 2021
				Amount		Percent					Amount		Percent
		(In thousands, except percent data)							(In thousands, except percent data)
U.S.	U.S.	$	70,666	$	68,215	2,783.1	%	U.S.	$	453,198	$	677,369	302.2	%
U.K. and Europe	U.K. and Europe	445		(29,504)		(98.5)	%	U.K. and Europe	7,848		(13,983)		(64.1)	%
Mexico	Mexico	49,652		(12,001)		19.5	%	Mexico	51,844		(27,351)		(34.5)	%
Eliminations	Eliminations	14		(221)		(94.0)	%	Eliminations	14		—		—	%
Total operating income	Total operating income	$	120,777	$	26,489	28.1	%	Total operating income	$	512,904	$	636,035	516.6	%

Sources of SG&A expense	Sources of SG&A expense	Three Months Ended September 26, 2021		Change from Three Months Ended September 27, 2020				Sources of SG&A expense	Three Months Ended June 26, 2022		Change from Three Months Ended June 27, 2021
				Amount		Percent					Amount		Percent
		(In thousands, except percent data)							(In thousands, except percent data)
U.S.	U.S.	$	207,362	$	26,680	14.8	%	U.S.	$	91,438	$	(373,081)	(80.3)	%
U.K. and Europe	U.K. and Europe	31,879		1,498		4.9	%	U.K. and Europe	61,107		32,893		116.6	%
Mexico	Mexico	11,825		3,334		39.3	%	Mexico	11,322		683		6.4	%
Total SG&A expense	Total SG&A expense	$	251,066	$	31,512	14.4	%	Total SG&A expense	$	163,867	$	(339,505)	(67.4)	%

U.S. Reportable Segment. SG&A expense incurred by our U.S. reportable segment during the three months ended ~~September~~June 26, ~~2021 increased $26.7~~2022 decreased $373.1 million, or ~~14.8%~~80.3%, from SG&A expense incurred by our U.S. reportable segment during the three months ended ~~September~~June 27, ~~2020. This increase~~2021. The decrease in SG&A expense resulted primarily from anrecognition of legal settlements in the prior year. The net increase in ~~legal defense costs of $8.7 million and $15.5 million recognized in anticipation of probable losses related to ongoing litigation.~~ O~~ther factors affecting~~other U.S. SG&A expense ~~were individually~~that partially offsets the decrease in legal settlement expense was immaterial.

U.K. and Europe Reportable Segment. SG&A expense incurred by our U.K. and Europe reportable segment during the three months ended ~~September~~June 26, ~~2021~~2022 increased ~~$1.5~~$32.9 million, or ~~4.9%~~116.6%, from SG&A expense incurred by our U.K. and Europe segment during the three months ended ~~September~~June 27, ~~2020. Factors~~2021 primarily from the acquisition of the PFM business. Other factors affecting U.K. and Europe SG&A expense were individually immaterial.

Mexico Reportable Segment. SG&A expense incurred by our Mexico reportable segment during the three months ended ~~September~~June 26, ~~2021~~2022 increased approximately ~~$3.3~~$0.7 million, or ~~39.3%~~6.4%, from SG&A expense incurred by our Mexico segment during the three months ended ~~September~~June 27, ~~2020.~~2021. The primary driver of the increase in SG&A expense was compensation-related costs. Other factors affecting Mexico SG&A expense were individually immaterial.

Net interest expense. Net interest expense decreased to $37.1 million recognized in the three months ended June 26, 2022 from $49.8 million recognized in the three months ended June 27, 2021. The decrease in net interest expense resulted primarily due to a $24.3 million loss on early extinguishment of debt recognized in the prior year, partially offset by an increase in interest expense on outstanding borrowings of $10.2 million. Average borrowings increased by $1.2 billion from $2.3 billion during the three months ended June 27, 2021 to $3.5 billion during the three months ended June 26, 2022 due to the sale of the 2032 Senior Notes in the third quarter of 2021. As a percent of net sales, interest expense in the three months ended June 26, 2022 and June 27, 2021 was 0.8% and 1.4%, respectively.

Income taxes. Income tax expense increased to $112.7 million, a 23.7% effective tax rate, for the three months ended June 26, 2022 compared to an income tax benefit of $9.8 million, a 5.6% effective tax rate, for the three months ended June 27, 2021. The increase in income tax expense resulted primarily from the increase in profit before taxes.

Six Months Ended June 26, 2022 Compared to the Six Months Ended June 27, 2021

Net sales. Net sales generated in the six months ended June 26, 2022 increased $2.0 billion, or 28.4%, from net sales generated in the six months ended June 27, 2021. The following table provides net sales information:


Sources of net sales	Six Months Ended June 26, 2022		Change from Six Months Ended June 27, 2021
			Amount		Percent
	(In thousands, except percent data)
U.S.	$	5,481,087	$	1,233,058	29.0	%
U.K. and Europe	2,437,034		646,455		36.1	%
Mexico	953,922		81,407		9.3	%
Total net sales	$	8,872,043	$	1,960,920	28.4	%

U.S. Reportable Segment. U.S. net sales generated in the six months ended June 26, 2022 increased $1.2 billion, or 29.0%, from U.S. net sales generated in the six months ended June 27, 2021 primarily due to an increase in net sales per pound which contributed $1.2 billion, or 28.6 percentage points, to the increase in net sales. The increase in net sales per pound was driven primarily by price increases necessary to recover increased feed ingredients, labor, utilities and other operating costs. Also contributing to the increase in net sales was an increase in sales volume of $18.2 million, or 0.4 percentage points.

U.K. and Europe Reportable Segment. U.K. and Europe net sales generated in the six months ended June 26, 2022 increased $646.5 million, or 36.1%, from U.K. and Europe net sales generated in the six months ended June 27, 2021 primarily due to the acquisition of Pilgrim’s Food Masters (“PFM”) which contributed $526.5 million to the increase in net sales. The existing U.K. and Europe businesses contributed $120.0 million to the increase in net sales. This increase was driven by an increase in net sales per pound of $268.6 million, or 15.0 percentage points, partially offset by the unfavorable impact of foreign currency translation of $126.3 million, or 7.1 percentage points and a decrease in sales volume of $22.3 million, or 1.2 percentage points. The increase in net sales per pound was driven by price increases necessary to recover increased feed ingredients, labor, utilities and other operating costs.

Mexico Reportable Segment. Mexico net sales generated in the six months ended June 26, 2022 increased $81.4 million, or 9.3%, from Mexico net sales generated in the six months ended June 27, 2021 primarily due to an increase in net sales per pound of $118.6 million, or 13.6 percentage points, partially offset by a decrease in sales volume of $32.2 million, or 3.7 percentage points, and a decrease from the unfavorable impact of foreign currency remeasurement of $5.0 million, or 0.6 percentage points. The increase in net sales per pound was driven primarily by higher chicken prices that resulted from solid market fundamentals.

Gross profit and cost of sales. Gross profit increased by $577.3 million, or 90.0%, from $641.5 million generated in the six months ended June 27, 2021 to $1.2 billion generated in the six months ended June 26, 2022. The following tables provide information regarding gross profit and cost of sales information:


Components of gross profit	Six Months Ended June 26, 2022		Change from Six Months Ended June 27, 2021				Percent of Net Sales
							Six Months Ended
			Amount		Percent		June 26, 2022		June 27, 2021
	(In thousands, except percent data)
Net sales	$	8,872,043	$	1,960,920	28.4	%	100.0	%	100.0	%
Cost of sales	7,653,292		1,383,653		22.1	%	86.3	%	89.5	%
Gross profit	$	1,218,751	$	577,267	90.0	%	13.7	%	10.5	%


Sources of gross profit	Six Months Ended June 26, 2022		Change from Six Months Ended June 27, 2021
			Amount		Percent
	(In thousands, except percent data)
U.S.	$	966,640	$	593,433	159.0	%
U.K. and Europe	108,034		20,181		23.0	%
Mexico	144,049		(36,347)		(20.1)	%
Elimination	28		—		—	%
Total gross profit	$	1,218,751	$	577,267	90.0	%


Sources of cost of sales	Six Months Ended June 26, 2022		Change from Six Months Ended June 27, 2021
			Amount		Percent
	(In thousands, except percent data)
U.S.	$	4,514,447	$	639,625	16.5	%
U.K. and Europe	2,329,000		626,274		36.8	%
Mexico	809,873		117,754		17.0	%
Elimination	(28)		—		—	%
Total cost of sales	$	7,653,292	$	1,383,653	22.1	%

U.S. Reportable Segment. Cost of sales incurred by our U.S. operations during the six months ended June 26, 2022 increased $639.6 million, or 16.5%, from cost of sales incurred by our U.S. segment during the six months ended June 27, 2021. Cost of sales increased primarily because of the impact of increased cost per pound sold of $623.0 million, or 16.1 percentage points, and an increase in sales volume of $16.6 million, or 0.4 percentage points. The increase in cost per pound sold included increases in live operations costs, payroll costs, prepared foods purchases, contract labor costs, utility costs and ~~bonus~~higher realized losses in commodity derivatives. The increase in live operations costs includes an increase of $201.5 million in feed costs and a $44.1 million increase in chick costs. The increase in feed costs was driven primarily from higher corn and soy prices, our main ingredients in feed.

U.K. and Europe Reportable Segment. Cost of sales incurred by our U.K. and Europe operations during the six months ended June 26, 2022 increased $626.3 million, or 36.8%, from cost of sales incurred by our U.K. and Europe segment during the six months ended June 27, 2021 primarily because of costs incurred by the acquired PFM operations and from increases in cost of sales incurred by our existing U.K. and Europe operations. Cost of sales related to the existing U.K. and Europe operations increased due to an increase in cost per pound sold, partially offset by a decrease in sales volume and the favorable impact of foreign currency translation. The increase in cost per pound sold was driven by inflation in feed ingredients and utilities as well as increases in labor costs due to shortages resulting from Brexit and an increase in the national minimum wage.

Mexico Reportable Segment. Cost of sales incurred by our Mexico operations during the six months ended June 26, 2022 increased $117.8 million, or 17.0%, from cost of sales incurred by our Mexico segment during the six months ended June 27, 2021. This increase was driven by increased cost per pound sold of $147.5 million, or 16.1 percentage points, partially offset by a decrease in sales volume of $25.6 million, or 3.7 percentage points and the favorable impact of foreign currency remeasurement of $4.2 million, or 0.6 percentage points. The increase in cost per pound sold was driven by higher input costs, such as feed ingredients and chick costs, and an unfavorable shift in product mix due to market demands.

Operating income and SG&A expense. Operating income increased by $879.6 million from $35.3 million generated in the six months ended June 27, 2021 to $914.9 million generated in the six months ended June 26, 2022. The following tables provide information regarding operating income and selling, general and administrative (“SG&A”) expense:


Components of operating income	Six Months Ended June 26, 2022		Change from Six Months Ended June 27, 2021				Percent of Net Sales
							Six Months Ended
			Amount		Percent		June 26, 2022		June 27, 2021
	(In thousands, except percent data)
Gross profit	$	1,218,751	$	577,267	90.0	%	13.7	%	9.3	%
SG&A expense	303,834		(302,317)		(49.9)	%	3.4	%	8.8	%

Operating income	$	914,917	$	879,584	NM(1)		10.3	%	0.5	%

(1)This year-over-year percent change is designated not meaningful (or “NM”) due to significant one-time items recognized in prior year.


Sources of operating income	Six Months Ended June 26, 2022		Change from Six Months Ended June 27, 2021
			Amount		Percent
	(In thousands, except percent data)
U.S.	$	808,273	$	964,319	618.0	%
U.K. and Europe	(13,792)		(46,118)		(142.7)	%
Mexico	120,408		(38,617)		(24.3)	%
Eliminations	28		—		—	%
Total operating income	$	914,917	$	879,584	NM(1)
(1)This year-over-year percent change is designated not meaningful (or “NM”) due to significant one-time items recognized in prior year.

Sources of SG&A expense	Six Months Ended June 26, 2022		Change from Six Months Ended June 27, 2021
			Amount		Percent
	(In thousands, except percent data)
U.S.	$	158,367	$	(370,886)	(70.1)	%
U.K. and Europe	121,826		66,299		119.4	%
Mexico	23,641		2,270		10.6	%
Total SG&A expense	$	303,834	$	(302,317)	(49.9)	%

U.S. Reportable Segment. SG&A expense incurred by our U.S. reportable segment during the six months ended June 26, 2022 decreased $370.9 million, or 70.1%, from SG&A expense incurred by our U.S. reportable segment during the six months ended June 27, 2021. The decrease in SG&A expense resulted primarily from recognition of legal settlements in the prior year. The net increase in other U.S. SG&A expense that partially offsets the decrease in legal settlement expense was immaterial.

U.K. and Europe Reportable Segment. SG&A expense incurred by our U.K. and Europe reportable segment during the six months ended June 26, 2022 increased $66.3 million, or 119.4%, from SG&A expense incurred by our U.K. and Europe segment during the six months ended June 27, 2021 primarily from the acquisition of the PFM business. Other factors affecting SG&A expense were individually immaterial.

Mexico Reportable Segment. SG&A expense incurred by our Mexico reportable segment during the six months ended June 26, 2022 increased approximately $2.3 million, or 10.6%, from SG&A expense incurred by our Mexico segment during the six months ended June 27, 2021. The primary driver of the increase in SG&A expense was compensation-related costs. Other factors affecting our Mexico segment’s SG&A expense were individually immaterial.

Net interest expense. Net interest expense decreased to ~~$28.6~~$72.1 million recognized in the ~~three~~six months ended ~~September~~June 26, ~~2021~~2022 from ~~$28.8~~$77.8 million recognized in the ~~three~~six months ended ~~September~~June 27, ~~2020.~~2021. The decrease in net interest expense resulted primarily due to a ~~decrease~~$24.3 million loss on early extinguishment of debt recognized in the prior year, partially offset by an increase in interest expense on outstanding borrowings of ~~$0.6 million, partially offset by a loss on early extinguishment of debt recognized as a component of interest expense of $0.4~~$15.0 million. Average borrowings ~~decreased~~increased by ~~$21.3 million~~$1.1 billion from ~~$2.66~~$2.3 billion during the ~~three~~six months ended ~~September~~June 27, ~~2020~~2021 to ~~$2.64~~$3.4 billion during the ~~three~~six months ended ~~September~~June 26, ~~2021.~~2022 due to the sale of the 2031 Senior Notes. As a percent of net sales, interest expense in the ~~three~~six months ended ~~September~~June 26, ~~2021~~2022 and ~~September~~June 27, ~~2020~~2021 was 0.8% and ~~1.0%~~1.1%, respectively.

Income taxes. Income tax expense increased to ~~$30.4~~$187.9 million, a ~~33.3%~~22.6% effective tax rate, for the ~~three~~six months ended ~~September~~June 26, ~~2021~~2022 compared to an income tax expense of ~~$22.3~~$25.5 million, a ~~39.9%~~(63.1)% effective tax rate, for the ~~three~~six months ended ~~September~~June 27, ~~2020.~~2021. The increase in income tax expense resulted primarily from anthe increase in ~~pre-tax income as well as the recognition of a $6.1 million reserve recognized against certain U.K. interest deductions and $3.8 million in adjustments to tax returns.~~profit before taxes.

~~Nine Months Ended September 26, 2021 Compared to the Nine Months Ended September 27, 2020~~

~~Net sales.~~ Net sales generated in the nine months ended September 26, 2021 increased $1.8 billion, or 19.7%, from net sales generated in the nine months ended September 27, 2020. The following table provides net sales information:

Sources of net sales Nine Months Ended September 26, 2021 Change from Nine Months Ended September 27, 2020
Amount Percent
(In thousands, except percent data)
U.S. $ 6,714,879 $ 1,095,088 19.5 %
U.K. and Europe 2,721,019 295,879 12.2 %
Mexico 1,302,791 373,650 40.2 %
Total net sales $ 10,738,689 $ 1,764,617 19.7 %

~~U.S. Reportable Segment.~~ U.S. net sales generated in the nine months ended September 26, 2021 increased $1.1 billion, or 19.5%, from U.S. net sales generated in the nine months ended September 27, 2020 primarily because of an increase in net sales per pound and an increase in sales volume. The increase in net sales per pound contributed $1.1 billion, or 19.5 percentage points, to the increase in net sales. This increase in net sales per pound was driven primarily from higher than average chicken commodity prices in the U.S. during the nine months ended September 26, 2021. There was also an increase in sales volume that contributed $1.2 million to the increase in net sales.

~~U.K. and Europe Reportable Segment.~~ U.K. and Europe net sales generated in the nine months ended September 26, 2021 increased $295.9 million, or 12.2%, from U.K. and Europe net sales generated in the nine months ended September 27, 2020 primarily because of a favorable impact of foreign currency translation of $226.2 million, or 9.3 percentage points, an increase in sales volume of $66.7 million, or 2.8 percentage points, and an increase in net sales per pound of $3.0 million, or 0.1 percentage points. The increase in sales volume was primarily driven by market recoveries in foodservice from the lessening of restrictions due to the COVID-19 pandemic from prior year. The increase in net sales per pound was driven by increased feed costs.

~~Mexico Reportable Segment.~~ Mexico net sales generated in the nine months ended September 26, 2021 increased $373.7 million, or 40.2%, from Mexico net sales generated in the nine months ended September 27, 2020 primarily because of an increase in net sales per pound of $310.4 million, or 33.4 percentage points, and the favorable impact of foreign currency remeasurement of $100.0 million, or 10.8 percentage points. The increase in net sales per pound was driven primarily by higher live chicken commodity prices in Mexico during the nine months ended September 26, 2021 in comparison to the nine months ended September 27, 2020. The increases from foreign currency remeasurement and net sales per pound were partially offset by a decrease in sales volume of $36.7 million, or 4.0 percentage points.

~~Gross profit.~~ Gross profit increased by $402.5 million, or 65.9%, from $610.8 million generated in the nine months ended September 27, 2020 to $1,013.3 million generated in the nine months ended September 26, 2021. The following tables provide information regarding gross profit and cost of sales information:

Components of gross profit Nine Months Ended September 26, 2021 Change from Nine Months Ended September 27, 2020 Percent of Net Sales
Nine Months Ended
Amount Percent September 26, 2021 September 27, 2020
(In thousands, except percent data)
Net sales $ 10,738,689 $ 1,764,617 19.7 % 100.0 % 100.0 %
Cost of sales 9,725,362 1,362,090 16.3 % 90.6 % 93.2 %
Gross profit $ 1,013,327 $ 402,527 65.9 % 9.4 % 6.8 %

Sources of gross profit Nine Months Ended September 26, 2021 Change from Nine Months Ended September 27, 2020
Amount Percent
(In thousands, except percent data)
U.S. $ 651,235 $ 241,978 59.1 %
U.K. and Europe 120,177 (48,929) (28.9) %
Mexico 241,873 209,895 656.4 %
Elimination 42 (417) (90.8) %
Total gross profit $ 1,013,327 $ 402,527 65.9 %

Sources of cost of sales Nine Months Ended September 26, 2021 Change from Nine Months Ended September 27, 2020
Amount Percent
(In thousands, except percent data)
U.S. $ 6,063,644 $ 853,110 16.4 %
U.K. and Europe 2,600,842 344,808 15.3 %
Mexico 1,060,918 163,755 18.3 %
Elimination (42) 417 90.8 %
Total cost of sales $ 9,725,362 $ 1,362,090 16.3 %

~~U.S. Reportable Segment.~~ Cost of sales incurred by our U.S. operations during the nine months ended September 26, 2021 increased $853.1 million, or 16.4%, from cost of sales incurred by our U.S. segment during the nine months ended September 27, 2020. Cost of sales increased primarily because of the impact of increased cost per pound sold of $852.0 million, or 16.4 percentage points, and increased sales volume of $1.1 million. Included in the increased cost of sales was a $621.6 million in live operations costs, a $101.0 increase in prepared foods purchases, and a $97.0 million increase in payroll costs. The primary drivers of the increase in live operations costs are a $555.4 million increase in feed costs, $45.1 million in chick costs and an increase in contract grower costs of $17.3 million. The increase in feed costs is driven primarily from higher corn and soy commodity prices, our main ingredients in feed. Other factors affecting cost of sales were individually immaterial.

~~U.K. and Europe Reportable Segment.~~ Cost of sales incurred by our U.K. and Europe operations during the nine months ended September 26, 2021 increased $344.8 million, or 15.3%, from cost of sales incurred by our U.K. and Europe segment during the nine months ended September 27, 2020. The increase in cost of sales was driven by the unfavorable impact of foreign currency translation, increased cost per pound sold and increased sales volume contributing $216.2 million, or 9.6 percentage points, $66.6 million, or 3.0 percentage points, and $62.0 million, or 2.7 percentage points, respectively, to the increase in cost of sales. The increase in cost per pound sold is driven by increased feed and other input costs. The increase in sales volume is primarily from market recoveries in foodservice from the lessening of restrictions due to the COVID-19 pandemic from prior year. Other factors affecting cost of sales were individually immaterial.

~~Mexico Reportable Segment.~~ Cost of sales incurred by our Mexico operations during the nine months ended September 26, 2021 increased $163.8 million, or 18.3%, from cost of sales incurred by our Mexico segment during the nine months ended September 27, 2020. This increase was primarily because of an increase in cost per pound sold and the unfavorable impact of foreign currency remeasurement of $117.8 million, or 13.2 percentage points, and $81.4 million, or 9.1 percentage points, respectively. The increase in cost per pound sold was primarily driven by an increase in corn and soy commodity prices, which are our main feed ingredients. These increases were partially offset by a decrease in sales volume of $35.4 million, or 4.0 percentage points. Other factors affecting cost of sales were individually immaterial.

~~Operating income.~~ Operating income decreased by $49.9 million, or 24.2%, from $206.0 million generated in the nine months ended September 27, 2020 to $156.1 million generated in the nine months ended September 26, 2021. The following tables provide information regarding operating income and selling, general and administrative (“SG&A”) expense:

Components of operating income Nine Months Ended September 26, 2021 Change from Nine Months Ended September 27, 2020 Percent of Net Sales
Six Months Ended
Amount Percent September 26, 2021 September 27, 2020
(In thousands, except percent data)
Gross profit $ 1,013,327 $ 402,527 65.9 % 9.4 % 6.8 %
SG&A expense 857,217 452,380 111.7 % 8.0 % 4.5 %
Operating income $ 156,110 $ (49,853) (24.2) % 1.5 % 2.3 %

Sources of operating income Nine Months Ended September 26, 2021 Change from Nine Months Ended September 27, 2020
Amount Percent
(In thousands, except percent data)
U.S. $ (85,380) $ (212,331) (167.3) %
U.K. and Europe 32,771 (43,553) (57.1) %
Mexico 208,677 206,448 (9,261.9) %
Eliminations 42 (417) (90.8) %
Total operating income $ 156,110 $ (49,853) (24.2) %
Sources of SG&A expense Nine Months Ended September 26, 2021 Change from Nine Months Ended September 27, 2020
Amount Percent
(In thousands, except percent data)
U.S. $ 736,615 $ 454,309 160.9 %
U.K. and Europe 87,406 (5,376) (5.8) %
Mexico 33,196 3,447 11.6 %
Total SG&A expense $ 857,217 $ 452,380 111.7 %

~~U.S. Reportable Segment.~~ SG&A expense incurred by our U.S. reportable segment during the nine months ended September 26, 2021 increased $454.3 million, or 160.9%, from SG&A expense incurred by our U.S. reportable segment during the nine months ended September 27, 2020. This increase in SG&A expense resulted primarily from an increase of $26.5 million in legal defense costs and $413.8 million recognized in anticipation of probable losses related to ongoing litigation. O~~ther factors affecting SG&A expense were individually immaterial.~~

~~U.K. and Europe Reportable Segment.~~ SG&A expense incurred by our U.K. and Europe reportable segment during the nine months ended September 26, 2021 decreased $5.4 million, or 5.8%, from SG&A expense incurred by our U.K. and Europe segment during the nine months ended September 27, 2020. The decrease in SG&A expense was driven primarily by a reduction in bonus expenses and reduced information technology costs. Other factors affecting SG&A expense in our U.K. and Europe operations were individually immaterial.

~~Mexico Reportable Segment.~~ SG&A expense incurred by our Mexico reportable segment during the nine months ended September 26, 2021 increased approximately $3.4 million, or 11.6%, from SG&A expense incurred by our Mexico segment during the nine months ended September 27, 2020. The primary driver of the increase in SG&A expense was payroll and bonus costs. Other factors affecting our Mexico segment’s SG&A expense were individually immaterial.

~~Net interest expense.~~ Net interest expense increased to $106.4 million recognized in the nine months ended September 26, 2021 from $91.0 million recognized in the nine months ended September 27, 2020. The increase in net interest expense resulted primarily from a loss on early extinguishment of debt recognized as a component of interest expense of $24.7 million, partially offset by a decrease in interest expense on average outstanding borrowings of $9.3 million. Average borrowings decreased by $144.9 million from $2.6 billion during the nine months ended September 27, 2020 to $2.4 billion during the nine months ended September 26, 2021. As a percent of net sales, interest expense in the nine months ended September 26, 2021 and September 27, 2020 was 1.0% and 1.1%, respectively.

~~Income taxes.~~ Income tax expense decreased to $55.9 million, a 110.3% effective tax rate, for the nine months ended September 26, 2021 compared to income tax expense of $57.9 million, a 37.9% effective tax rate, for the nine months ended September 27, 2020. The decrease in income tax expense resulted primarily from a decrease in pre-tax income partially offset by the recognition of a $6.1 million reserve recognized against certain U.K. interest deductions, $3.8 million in adjustments to tax returns and the recognition of deferred tax expense of $32.2 million related to enactment of the U.K. tax rate change to 25% effective April 1, 2023.

4840

Liquidity and Capital Resources

The following table presents our available sources of liquidity as of ~~September~~June 26, ~~2021:~~2022:


Sources of Liquidity	Sources of Liquidity	Facility Amount		Amount Outstanding		Amount Available		Sources of Liquidity	Facility Amount		Amount Outstanding		Amount Available
		(In millions)							(In millions)
Cash and cash equivalents	Cash and cash equivalents	$	—	$	—	$	511.1	Cash and cash equivalents	$	—	$	—	$	682.1
Borrowing arrangements:	Borrowing arrangements:							Borrowing arrangements:
U.S. Credit Facility Revolving Note Payable(a)	U.S. Credit Facility Revolving Note Payable(a)	800.0		—		761.5		U.S. Credit Facility Revolving Note Payable(a)	800.0		—		763.9
U.S. Credit Facility Term Loans(b)	U.S. Credit Facility Term Loans(b)	700.0		506.3		193.7		U.S. Credit Facility Term Loans(b)	700.0		686.5		13.5
Mexico Credit Facility(c)	Mexico Credit Facility(c)	74.8		—		74.8		Mexico Credit Facility(c)	75.5		—		75.5
U.K. and Europe Credit Facilities(d)		136.8		—		136.8
U.K. and Europe Credit Facility(d)								U.K. and Europe Credit Facility(d)	184.0		—		184.0

(a)Availability under the U.S. Credit Facility is also reduced by our outstanding standby letters of credit. Standby letters of credit outstanding at ~~September~~June 26, ~~2021~~2022 totaled ~~$38.5~~$36.1 million.

(b)For more information on the U.S. Credit Facility Term Loans, refer to “Note ~~11.~~12. Debt.”

(c)The U.S. dollar-equivalent of the facility amount under the Mexico Credit Facility is ~~$74.8~~$75.5 million ~~(MX$~~(Mex$1.5 billion).

(d)The U.S. dollar-equivalent of the facility amount under the U.K. and Europe Credit ~~Facilities~~Facility is ~~$136.8~~$184.0 million (£~~100.0~~150.0 million).

We expect cash flows from operations, combined with availability under our credit facilities, to provide sufficient liquidity to fund current obligations, projected working capital requirements, maturities of long-term debt and capital spending for at least the next twelve months.

In July 2021, one of our Mexican subsidiaries received an observation letter from the Mexican Tax Authority (the “MTA”) asserting a withholding tax liability due in connection with our 2015 acquisition of Provemex Holding LLC and its subsidiaries. Although we do not expect any claims or assessments set forth in the observation letter to result in future cash outlays, we are currently evaluating the claims and assessments as set forth in the observation letter. We responded to the observation letter in August 2021 and are awaiting further response from the MTA.

Historical Flow of Funds


Cash Flows from Operating Activities	Cash Flows from Operating Activities	Nine Months Ended				Cash Flows from Operating Activities	Six Months Ended
		September 26, 2021		September 27, 2020			June 26, 2022		June 27, 2021
		(In millions)					(In millions)
Net income (loss)	Net income (loss)	$	(5.2)	$	94.7	Net income (loss)	$	642.6	$	(66.0)
Net noncash expenses	Net noncash expenses	282.1		285.0		Net noncash expenses	177.2		176.6
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Trade accounts and other receivables	Trade accounts and other receivables	(138.9)		44.6		Trade accounts and other receivables	(216.5)		(117.6)
Inventories	Inventories	(149.7)		41.3		Inventories	(309.4)		(173.9)
Prepaid expenses and other current assets	Prepaid expenses and other current assets	13.7		(29.3)		Prepaid expenses and other current assets	13.2		(6.0)
Accounts payable, accrued expenses and other current liabilities	Accounts payable, accrued expenses and other current liabilities	274.9		93.1		Accounts payable, accrued expenses and other current liabilities	96.1		266.5
Income taxes	Income taxes	66.4		(30.9)		Income taxes	22.0		46.6
Long-term pension and other postretirement obligations	Long-term pension and other postretirement obligations	(13.5)		(0.8)		Long-term pension and other postretirement obligations	(1.7)		(9.5)
Other operating assets and liabilities	Other operating assets and liabilities	(2.4)		10.6		Other operating assets and liabilities	(2.3)		(1.7)
Cash provided by operating activities	Cash provided by operating activities	$	327.4	$	508.3	Cash provided by operating activities	$	421.2	$	115.0

Net Noncash Expenses

Items necessary to reconcile from net income to cash flow provided by operating activities included net noncash expenses of ~~$282.1~~$177.2 million for the ~~nine~~six months ended ~~September~~June 26, ~~2021.~~2022. Net noncash expense items included depreciation and amortization of ~~$274.3 million, loss on early extinguishment of debt of $24.7~~$202.0 million, stock-based compensation of ~~$8.4~~$4.3 million, loan cost amortization of ~~$3.8~~$2.8 million, losses on property disposals of $2.7 million and accretion of discounts related to Senior Notes of ~~$1.1~~$0.9 million. These expense items were partially offset by deferred income tax benefit of ~~$26.4 million, gains on property disposals of $3.6 million and amortization of premiums related to Senior Notes of $0.2~~$35.5 million.

Items necessary to reconcile from net income to cash flow provided by operating activities included net noncash expenses of ~~$285.0~~$176.6 million for the ~~nine~~six months ended ~~September~~June 27, ~~2020.~~2021. Net noncash expense items included depreciation and amortization of ~~$248.6~~$182.3 million, ~~deferred income tax expense~~loss on early extinguishment of ~~$37.7~~debt of $24.3 million, ~~an adjustment to a previously recognized gain on a bargain purchase~~stock-based compensation of ~~$3.7~~$5.2 million, loan cost amortization of ~~$3.6~~$2.3 million and accretion of discounts related to Senior

Notes ~~and a loss in equity-method investments~~ of $0.7 ~~million and $0.3 million, respectively.~~million. These expense items were partially offset by deferred income tax benefit of $32.8 million, gains on property disposals ~~stock-based compensation~~of $5.1 million and amortization of premiums related to Senior Notes of ~~$8.0 million, $1.3 million and $0.5 million, respectively.~~$0.2 million.

Changes in Operating Assets and Liabilities

The change in trade accounts and other receivables ~~including accounts receivable from related parties,~~ represented a ~~$138.9~~$216.5 million use of cash related to operating activities for the ~~nine~~six months ended ~~September~~June 26, 2022. This change primarily resulted from an increase in trade accounts receivable

due to increased sales prices. The change in trade accounts and other receivables represented a $117.6 million use of cash related to operating activities for the six months ended June 27, 2021. This change primarily resulted from an increase in trade accounts receivable due to customer payment timing and increased sales. The change in trade accounts and other receivables, including accounts receivable from related parties, represented a $44.6 million source of cash related to operating activities for the nine months ended September 27, 2020.

The change in inventories represented a ~~$149.7~~$309.4 million use of cash related to operating activities for the ~~nine~~six months ended ~~September~~June 26, 2022. This change resulted primarily from increased raw material costs, such as feed ingredients. The change in inventories represented a $173.9 million use of cash related to operating activities for the six months ended June 27, 2021. This change resulted primarily from an increase in our raw materials and work-in-process inventories due to increased feed and chick costs. The change in inventories represented a $41.3 million source of cash related to operating activities for the nine months ended September 27, 2020. This change resulted primarily from a decrease in our semi-processed and work-in-process inventories.

The change in prepaid expenses and other current assets represented a ~~$13.7~~$13.2 million source of cash related to operating activities for the ~~nine~~six months ended ~~September~~June 26, ~~2021.~~2022. This change resulted primarily from a net ~~increase~~decrease in commodity derivative assets. The change in prepaid expenses and other current assets represented a ~~$29.3~~$6.0 million use of cash related to operating activities for the ~~nine~~six months ended ~~September~~June 27, ~~2020.~~2021. This change resulted primarily from ana net increase in ~~prepaid inventory in our Mexico reporting segment.~~commodity derivative assets.

The change in accounts payable, revenue contract liabilities, accrued expenses and other current liabilities ~~including accounts payable to related parties,~~ represented a ~~$274.9~~$96.1 million source of cash related to operating activities for the ~~nine~~six months ended ~~September~~June 26, ~~2021.~~2022. This change resulted primarily from ~~an accrual for probable losses related to ongoing litigation.~~increased cost of feed ingredients and other input costs and the timing of payments. The change in accounts payable, revenue contract liabilities, accrued expenses and other current liabilities ~~including accounts payable to related parties,~~ represented a ~~$93.1~~$266.5 million source of cash related to operating activities for the ~~nine~~six months ended ~~September~~June 27, ~~2020.~~2021. This change resulted primarily from an accrual for probable settlement of ongoing litigation and a net increase in the ~~timing~~liability position of ~~receipt~~commodity derivatives, partially offset by the payments of ~~invoicing~~the previously accrued DOJ agreement and ~~payments~~a $75.0 million legal settlement, as well as ~~the accrual~~payment of ~~the $110.5 million DOJ antitrust fine.~~incentive compensation and revenue recognized on contract liabilities.

The change in income taxes, which includes income taxes receivable, income taxes payable, deferred tax assets, deferred tax liabilities, reserves for uncertain tax positions, and the tax components within accumulated other comprehensive loss, represented a ~~$66.4~~$22.0 million source of cash related to improved operating ~~activities~~results for the ~~nine~~six months ended ~~September~~June 26, ~~2021.~~2022. The change in income taxes, which includes income taxes receivable, income taxes payable, deferred tax assets, deferred tax liabilities, reserves for uncertain tax positions, and the tax components within accumulated other comprehensive loss, represented a ~~$30.9~~$46.6 million ~~use~~source of cash related to operating activities for the ~~nine~~six months ended ~~September~~June 27, ~~2020.~~2021.


Cash Flows from Investing Activities	Cash Flows from Investing Activities	Nine Months Ended				Cash Flows from Investing Activities	Six Months Ended
		September 26, 2021		September 27, 2020			June 26, 2022		June 27, 2021
		(In millions)					(In millions)
Acquisitions of property, plant and equipment	Acquisitions of property, plant and equipment	$	(280.9)	$	(242.6)	Acquisitions of property, plant and equipment	$	(196.2)	$	(183.8)
Purchase of acquired businesses, net of cash acquired						Purchase of acquired businesses, net of cash acquired	(4.9)		—
Proceeds from property disposals	Proceeds from property disposals	22.9		21.7		Proceeds from property disposals	2.4		21.4
Business acquisition		(953.9)		(4.2)
Cash used in investing activities	Cash used in investing activities	$	(1,211.9)	$	(225.1)	Cash used in investing activities	$	(198.7)	$	(162.4)

Capital expenditures were primarily incurred to improve operational efficiencies and reduce costs for the ~~nine~~six months ended ~~September~~June 26, ~~2021~~2022 and ~~September~~June 27, ~~2020. Proceeds from property disposals were primarily from sales~~2021. Purchase of two processing plants in our U.K. and Europe reportable segment and a broiler farm in our Mexico reportable segment during the nine months ended September 26, 2021. Cash used for the Kerry Meats and Meals Acquisition, lessacquired businesses, net of cash acquired ~~totaled $953.9 million.~~primarily represents a payment for a working capital adjustment related to the acquisition of PFM.


Cash Flows from Financing Activities	Cash Flows from Financing Activities	Nine Months Ended				Cash Flows from Financing Activities	Six Months Ended
		September 26, 2021		September 27, 2020			June 26, 2022		June 27, 2021
		(In millions)					(In millions)
Proceeds from revolving line of credit and long-term borrowings	Proceeds from revolving line of credit and long-term borrowings	$	2,951.9	$	386.7	Proceeds from revolving line of credit and long-term borrowings	$	351.1	$	1,540.3
Payments on revolving line of credit, long-term borrowings and finance lease obligations	Payments on revolving line of credit, long-term borrowings and finance lease obligations	(2,006.0)		(56.8)		Payments on revolving line of credit, long-term borrowings and finance lease obligations	(170.0)		(1,522.4)
Payments on early extinguishment of debt		(21.3)		—
Purchase of common stock under share repurchase program						Purchase of common stock under share repurchase program	(120.0)		—
Payments of capitalized loan costs	Payments of capitalized loan costs	(22.3)		—		Payments of capitalized loan costs	(3.1)		(8.7)
Distribution from Tax Sharing Agreement with JBS USA Food Company Holdings		(0.7)		—
Purchase of common stock under share repurchase program		—		(107.8)
Distribution from Tax Sharing Agreement with JBS USA Holdings						Distribution from Tax Sharing Agreement with JBS USA Holdings	(2.0)		(0.7)
Payment on early extinguishment of debt						Payment on early extinguishment of debt	—		(21.3)
Cash provided by financing activities	Cash provided by financing activities	$	901.6	$	222.1	Cash provided by financing activities	$	56.0	$	(12.8)

Proceeds from revolving line of credit and long-term borrowings include the ~~sale of $1.0 billion of sustainability-linked senior notes due 2031, the sale~~drawdown of the ~~$900.0 million senior notes due 2032 and $431.3 million from~~delayed draw commitment on the ~~refinancing of~~term loan under the U.S. Credit Facility ~~with the remaining primarily from borrowings on our revolving loan commitments under our U.S.~~of $193.7 million and ~~Mexico Credit Facilities. The net proceeds~~$68.6 million of the ~~senior notes due 2031 were used, together with cash~~U.K. and Europe Revolving Credit Facility. Payments on ~~hand, to redeem the senior notes due 2025. This redemption~~revolving line of ~~the senior notes due 2025 of $1.0 billion is the primary driver of the payments on~~credit, long-term borrowings ~~with the remaining amount primarily from payments on our revolving loan commitments under our U.S. and Mexico Credit Facilities~~ and finance lease ~~obligations. The net proceeds~~obligations include

the payment of ~~the senior notes due 2032 were used to finance the Kerry Meats and Meals Acquisition and to pay related fees and expenses. The net proceeds of~~$14.9 million on the U.S. ~~Credit Facility refinancing were used to pay the balance due~~term loans and $67.3 million on the ~~Fourth U.S.~~U.K. and Europe Revolving Credit ~~Facility and the fees and expenses for the refinancing transaction.~~

Facility. The payment on early extinguishment of debt is the early tender consideration paid as a result of the redemption of the senior notes due 2025, the repayment of the Fourth U.S. Credit Facility with the refinancing and repayments on our revolving loan commitments under our U.S. and Mexico Credit Facilities. The paymentpayments of capitalized loan costs were those loan costs incurred as a part of ~~the sale of the senior notes due 2031, the sale of the senior notes due 2032 and the fees and expenses for~~ the refinancing of the U.S. Credit Facility and the U.K. and Europe Revolving Credit Facility. The Distribution from Tax Sharing Agreement with JBS USA ~~Food Company~~ Holdings is payment of net tax incurred during the tax year ~~2020~~2021 under the ~~tax sharing agreement.~~Tax Sharing Agreement. During the ~~nine~~six months ended ~~September 27, 2020, 4.1~~June 26, 2022, 4.6 million shares were repurchased under the share repurchase program. For further information relating to the share repurchase program, refer to “Note ~~12.~~13. Stockholders’ Equity.”

Debt

Our long-term debt and other borrowing arrangements consist of senior notes, revolving credit facilities and other term loan agreements. For a description, refer to “Note ~~11.~~12. Debt.”

Collateral

Substantially all of our domestic inventories and domestic fixed assets are pledged as collateral to secure the obligations under the U.S. Credit Facility.

Recent Accounting Pronouncements

See “Note 1. General” of our Condensed Consolidated Financial Statements included in this quarterly report for additional information relating to these recent accounting pronouncements.

Critical Accounting Policies and Estimates

For a description of our critical accounting policies and estimates, refer to “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies and Estimates” in our annual report on Form 10-K for the fiscal year ended December ~~27, 2020,~~26, 2021, filed with the Securities and Exchange Commission (the “SEC”) on February ~~11, 2021~~18, 2022 (the ~~“2020~~“2021 Annual Report”).

Reconciliation of Net Income to EBITDA and Adjusted EBITDA

“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: (1) foreign currency transaction losses, (2) transaction costs related to business acquisitions, (3) costs related to ~~the DOJ agreement and~~ litigation settlements, (4) ~~deconsolidation of a subsidiary~~initial insurance recoveries for Mayfield, Kentucky tornado property damage losses and (5) net income attributable to noncontrolling interests. 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 U.S. 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 U.S. 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 U.S. 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 U.S. 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 noncash 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 noncash 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.

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 net income as indicators of our operating performance or any other measures of performance derived in accordance with U.S. GAAP. You should compensate for these limitations by relying primarily on our U.S. GAAP results and using EBITDA and Adjusted EBITDA only on a supplemental basis.


	~~Nine~~Six Months Ended
	~~September~~June 26, ~~2021~~2022
	(In thousands)
Net ~~loss~~income	$	~~(5,200)~~642,581
Add:
Interest expense, net	~~106,366~~72,124
Income tax expense	~~55,931~~187,930
Depreciation and amortization	~~274,336~~201,996
EBITDA	~~431,433~~1,104,631
Add:
Foreign currency transaction losses	~~9,018~~14,294
Transaction costs related to business acquisitions	~~9,318~~972
~~DOJ agreement and litigation~~Litigation settlements	~~524,285~~8,982
Minus:
~~Deconsolidation of a subsidiary~~Insurance recoveries for Mayfield tornado losses	~~1,131~~3,815
Net income attributable to noncontrolling interest	~~554~~27
Adjusted EBITDA	$	~~972,369~~1,125,037

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk-Sensitive Instruments and Positions

The risk inherent in our market risk-sensitive instruments and positions is primarily the potential loss arising from adverse changes in commodity prices, foreign currency exchange rates, interest rates and the credit quality of available-for-sale securities as discussed below. The sensitivity analyses presented do not consider the effects that such adverse changes may have on overall economic activity, nor do they consider additional actions our management may take to mitigate our exposure to such changes. Actual results may ~~differ.~~differ from those described below.

Commodity Prices

We purchase certain commodities, primarily corn, soybean meal, soybean oil, and wheat, for use as ingredients in the feed we either sell commercially or consume in our live operations. As a result, our earnings are affected by changes in the price and availability of such feed ingredients. We have from time to time attempted to minimize our exposure to the changing price and availability of such feed ingredients using various techniques, including, but not limited to, (1) executing purchase agreements with suppliers for future physical delivery of feed ingredients at established prices and (2) purchasing or selling derivative financial instruments such as futures and options.

For this sensitivity analysis, market risk is estimated as a hypothetical 10% increase in the weighted-average cost of our primary feed ingredients as of the periods presented.

Three Months Ended September 26, 2021
Amount Impact of 10% Increase in Feed Ingredient Prices
(In thousands)
Feed purchases(a)
$ 1,071,132 $ 107,113
Feed inventory(b)
167,943 16,794

~~(a)Based on our feed consumption, a 10% increase in the price of our feed purchases would have increased cost of sales for the three months ended September 26, 2021.~~

~~(b)A 10% increase in ending feed ingredient prices would have increased inventories as of September 26, 2021.~~

The impact of this fluctuation, if realized, could be mitigated by related commodity hedging activity. However, fluctuations greater than 10% could occur.

September 26, 2021
Amount Impact of 10% Increase in Commodity Prices
(In thousands)
Net commodity derivative assets(a)
$ 32,810 $ 3,281


	Three Months Ended June 26, 2022
	Amount		Impact of 10% Increase in Feed Ingredient Prices
	(In thousands)
Feed ingredient purchases(a)	$	1,138,502	$	113,850
Feed ingredient inventory(b)	226,057		22,606

(a)Based on our feed consumption, a 10% increase in the price of our feed ingredient purchases would have increased cost of sales for the three months ended June 26, 2022.

(b)A 10% increase in ending feed ingredient prices would have increased inventories as of June 26, 2022.


	June 26, 2022
	Amount		Impact of 10% Increase in Commodity Prices
	(In thousands)
Net commodity derivative assets(a)	$	27,961	$	2,796

(a)We purchase commodity derivative financial instruments, specifically exchange-traded futures and options, in an attempt to mitigate price risk related to our anticipated consumption of commodity inputs for the next 12 months. A 10% increase in corn, soybean meal, soybean oil and wheat prices would have resulted in an increase in the fair value of our net commodity derivative asset position, including margin cash, as of ~~September~~June 26, ~~2021.~~2022.

Interest Rates

Fixed-rate debt. Market risk for fixed-rate debt is estimated as the potential decrease in fair value resulting from a hypothetical increase in interest rates of 10%. Using a discounted cash flow analysis, a hypothetical 10% increase in interest rates would have decreased the fair value of our fixed-rate debt by ~~$86.0~~$77.7 million as of ~~September~~June 26, ~~2021.~~2022.

Variable-rate debt. Our variable-rate debt instruments represent approximately ~~15.7%~~20.4% of our total debt as of ~~September~~June 26, ~~2021.~~2022. Holding other variables constant, including levels of indebtedness, an increase in interest rates of 25 basis points would have increased our interest expense by ~~an immaterial amount~~$0.5 million for the three months ended ~~September~~June 26, ~~2021.~~2022.

Foreign Currency

Mexico Subsidiaries

Our earnings are also affected by foreign exchange rate fluctuations related to the Mexican peso net monetary position of our Mexico subsidiaries. We manage this exposure primarily by attempting to minimize our Mexican peso net monetary position. We are also exposed to the effect of potential currency exchange rate fluctuations to the extent that amounts are repatriated from Mexico to the U.S. We currently anticipate that the future cash flows of our Mexico subsidiaries will be reinvested in our Mexico operations.

The Mexican peso exchange rate can directly and indirectly impact our financial condition and results of operations. For this sensitivity analysis, market risk is estimated as a hypothetical 10% change in the current exchange rate used to convert Mexican pesos to U.S. dollars as of ~~September~~June 26, ~~2021.~~2022. However, fluctuations greater than 10% could occur. No assurance can be given as to how future movements in the Mexican peso could affect our future financial condition or results of operations.


		Three Months Ended September 26, 2021					Three Months Ended June 26, 2022
		Impact of 10% Deterioration in Exchange Rate		Impact of 10% Appreciation in Exchange Rate			Impact of 10% Deterioration in Exchange Rate		Impact of 10% Appreciation in Exchange Rate
		(In thousands, except for exchange rate data)					(In thousands, except for exchange rate data)
Foreign currency remeasurement gain (loss)	Foreign currency remeasurement gain (loss)	$	(4,723)	$	5,772	Foreign currency remeasurement gain (loss)	$	(8,510)	$	10,401
Exchange rate of Mexican peso to the U.S. dollar:	Exchange rate of Mexican peso to the U.S. dollar:					Exchange rate of Mexican peso to the U.S. dollar:
As reported	As reported	20.05		20.05		As reported	19.87		19.87
Hypothetical 10% change	Hypothetical 10% change	22.06		18.05		Hypothetical 10% change	21.86		17.88

U.K. and Europe Foreign Investments

We are exposed to foreign exchange-related variability of investments and earnings from our U.K. and Europe subsidiaries. Foreign currency market risk is the possibility that our financial results or financial position could be better or worse than planned because of changes in foreign currency exchange rates. For this sensitivity analysis, market risk is estimated as a hypothetical 10% change in exchange rates used to convert U.S. dollars to British pound and to euro, and the effect of this change on our U.K. and Europe foreign investments.

Net Assets. As of ~~September~~June 26, ~~2021,~~2022, our U.K. and Europe subsidiaries that are denominated in British pound had net assets of ~~$2.9~~$2.7 billion. A 10% ~~deterioration~~weakening in ~~the~~ British pound toagainst the U.S. dollar exchange rate would cause a decrease in the net assets of our U.K. and Europe subsidiaries ~~of $262.9~~by $242.0 million. A 10% ~~appreciation~~strengthening in the British pound ~~to U.S.~~against the U.S dollar exchange rate would cause an increase in the net assets of our U.K. and Europe subsidiaries of ~~$321.4~~$295.7 million.

Cash flow hedging transactions. We periodically enter into foreign currency forward contracts, which are designated and qualify as cash flow hedges, to hedge foreign currency risk on a portion of sales generated and purchases made by our U.K. and Europe subsidiary. A 10% weakening or strengthening of the U.S. dollar against the British pound and U.S. dollar against the euro would result in immaterial changes in the fair values of these derivative instruments. No assurance can be given as to how future movements in currency rates could affect our future financial condition or results of operations.

Quality of Investments

Certain retirement plans that we sponsor invest in a variety of financial instruments. We have analyzed our portfolios of investments and, to the best of our knowledge, none of our investments, including money market funds units, commercial paper and municipal securities, have been downgraded, and neither we nor any fund in which we participate hold significant amounts of structured investment vehicles, auction rate securities, collateralized debt obligations, credit derivatives, hedge funds investments, fund of funds investments or perpetual preferred securities. Certain postretirement funds in which we participate hold significant amounts of mortgage-backed securities. However, none of the mortgages collateralizing these securities are considered subprime.

Impact of Inflation

The U.S., Mexico and most of Europe are currently experiencing ~~low to moderate inflation. The U.K. is currently experiencing more~~ pronounced inflation. None of the locations in which we operate are experiencing hyperinflation. ~~Due~~We have responded to ~~this~~these inflationary challenges by continuing negotiations with customers to recoup the extraordinary costs we have experienced. We also continue to focus on operational initiatives that aim to deliver labor efficiencies, better agricultural performance and ~~our rapid inventory turnover rate, the results of operations have not been significantly affected by inflation.~~improved yields.

Forward Looking Statements

Certain written and oral statements made by our Company and subsidiaries of our Company may constitute “forward-looking statements” as defined under the Private Securities Litigation Reform Act of 1995. This includes statements made herein, in our other filings with the SEC, in press releases, and in certain other oral and written presentations. Statements of our intentions, beliefs, expectations or predictions for the future, denoted by the words “anticipate,” “believe,” “estimate,” “expect,” “project,” “plan,” “imply,” “intend,” “should,” “foresee” and similar expressions, are forward-looking statements that reflect our current views about future events and are subject to risks, uncertainties and assumptions. Such risks, uncertainties and assumptions include the following:

•The impact of the COVID-19 pandemic, efforts to contain the pandemic and resulting economic downturn on our operations and financial condition;

•Matters affecting the chicken ~~industry~~and pork industries generally, including fluctuations in the commodity prices of feed ingredients, pigs and chicken;

•Our ability to obtain and maintain commercially reasonable terms with vendors and service providers;

•Our ability to maintain contracts that are critical to our operations;

•Our ability to retain management and other key individuals;

•Outbreaks of avian influenza or other diseases, either in our own flock or elsewhere, affecting our ability to conduct our operations and/or demand for our poultry products;

•Contamination of our products, which has previously and can in the future lead to product liability claims and product recalls;

•Exposure to risks related to product liability, product recalls, property damage and injuries to persons, for which insurance coverage is expensive, limited and potentially inadequate;

•Changes in laws or regulations affecting our operations or the application thereof;

•Our ability to ensure that our directors, officers, employees, agents, third-party intermediaries and the companies to which we outsource certain of our business operations will comply with anti-corruption laws or other laws governing the conduct of business with government entities;

•New immigration legislation or increased enforcement efforts in connection with existing immigration legislation that cause our costs of business to increase, cause us to change the way in which we do business or otherwise disrupt our operations;

•Competitive factors and pricing pressures or the loss of one or more of our largest customers;

•Inability to consummate, or effectively integrate, any acquisition or to realize the associated anticipated cost savings and operating synergies;

•Currency exchange rate fluctuations, trade barriers, exchange controls, expropriation and other risks associated with foreign segments, including risks associated with Brexit;

•Restrictions imposed by, and as a result of, Pilgrim’s leverage;

•Disruptions in international markets and distribution ~~channels;~~channels for various reasons, including, but not limited to, the ongoing Russia-Ukraine war;

•The impact of cyber-attacks, natural disasters, power losses, unauthorized access, telecommunication failures, and other problems on our information systems;

•Our ability to maintain favorable labor relations with our employees and our compliance with labor laws;

•Extreme weather or natural disasters;

•The impact of uncertainties in litigation; and

•Other risks described herein and under “Risk Factors” in our annual report on Form 10-K for the year ended December ~~27, 2020~~26, 2021 as filed with the SEC.

Actual results could differ materially from those projected in these forward-looking statements as a result of these factors, among others, many of which are beyond our control.

The Company’s forward-looking statements speak only as of the date of this report or as of the date they are made. In making these statements, we are not undertaking, and specifically decline to undertake, any obligation to address or update each or any factor in future filings or communications regarding our business or results, and we are not undertaking to address how any of these factors may have caused changes to information contained in previous filings or communications. Although we have attempted to list comprehensively these important cautionary risk factors, we must caution investors and others that other factors may in the future prove to be important and affect our business or results of operations.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”), “disclosure controls and procedures” means controls and other procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

As of ~~September~~June 26, ~~2021,~~2022, the Company’s management, with the participation of the ~~Company's~~Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Consistent with guidance issued by the SEC for a recently acquired business, management is excluding the internal control over financial reporting of ~~Kerry Meats and Meals~~Pilgrim’s Food Masters (“PFM”) from its evaluation of the effectiveness of the Company’s disclosure controls and procedures as of ~~September~~June 26, ~~2021.~~2022. Total assets and net sales of ~~Kerry Meats and Meals,~~PFM, which the ~~company~~Company acquired on September 24, 2021, included in our Condensed Consolidated Financial Statements as of and for the ~~three~~six months ended ~~September~~June 26, ~~2021~~2022 were ~~$1.1 billion.~~$1.2 billion and $526.5 million, respectively.

Based on that evaluation and subject to the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of ~~September~~June 26, ~~2021,~~2022, the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that information we are required to disclose in our reports filed with the SEC is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

The Company’s management, including the Chief Executive Officer and Chief Financial Officer, identified no change in the Company’s internal control over financial reporting that occurred during the three months ended ~~September~~June 26, ~~2021~~2022 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. As mentioned above, the Company acquired PFM on September 24, 2021. The Company is in the process of reviewing the internal control structure of PFM and, if necessary, will make appropriate changes as it integrates PFM into the Company's overall internal control over financial reporting process.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The information required with respect to this item can be found in Part I, Item 1, Notes to Consolidated Financial Statements, “Note 18. Commitments and Contingencies” in this quarterly report and is incorporated by reference into this Item 1.

ITEM 1A. RISK FACTORS

For a discussion of the Company’s potential risks and uncertainties, please see “ Part I—Item 1A—Risk Factors” and “Part II—Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s annual report on Form 10-K for the year ended December ~~27, 2020~~26, 2021 and “Part I—Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations” herein, in each case as updated by the Company’s periodic filings with the ~~SEC. Material changes~~SEC and the risk factor listed below.

Our business may be negatively impacted by economic or other consequences from Russia’s war against Ukraine and the sanctions imposed as a response to that action.

We face risks related to the ongoing Russia-Ukraine war that began in February 2022. The impact of the ongoing war and sanctions will not be limited to businesses that operate in Russia and Ukraine and may negatively impact other global economic markets including where we operate. The impacts have included and may continue to include, but are not limited to, higher prices for commodities, such as food products, ingredients and energy products, increasing inflation in some countries, and disrupted trade and supply chains. The conflict has disrupted shipments of grains, vegetable oils, fertilizer and energy products.

The impact on the agriculture markets falls into two main categories: (1) the effect on Ukrainian crop production, as the region is key in global grain production; and (2) the duration of the disruption in trade flows. Safety and financing concerns in the region are restricting export execution, which is in turn forcing grain and oil demand to find alternative supply. The duration of the war and related volatility makes global markets extremely sensitive to growing-season weather in other global grain producing regions and has led to a large risk premium in futures prices. The continued volatility in the global markets as a result of the war has adversely impacted our costs by driving up prices, raising inflation and increasing pressure on the supply of feed ingredients and energy products throughout the global markets.

In addition, the U.S. government and other governments in jurisdictions in which we operate have imposed sanctions and export controls against Russia, Belarus and interests therein and threatened additional sanctions and controls. The impact of these measures, now and in the future, could adversely affect our business, supply chain or customers.

Finally, there may be increased risk of cyberattack as a result of the ongoing conflict. See our risk factors disclosed ~~in “ Part I—Item 1A—Risk Factors”~~ in the annual report on Form 10-K for the year ended December ~~27, 2020 are included below:~~

We are increasingly dependent on information technology, and our business and reputation could suffer if we are unable to protect our information technology systems against, or effectively respond to, cyber-attacks, other cyber incidents or security breaches or if our information technology systems are otherwise disrupted.

The proper functioning of our information systems is critical to the successful operation of our business. We rely on information technology networks and systems, including the Internet, to process, transmit, and store electronic and financial information, to manage a variety of business processes and activities, and to comply with regulatory, legal, and tax requirements. We also depend on our information technology infrastructure26, 2021, for digital marketing activities and for electronic communications among our locations, personnel, customers, and suppliers. Although our information systems are protected with robust backup systems, including physical and software safeguards and remote processing capabilities, information systems are still vulnerable to cyber-attacks, natural disasters, power losses, unauthorized access, telecommunication failures, and other problems. In addition, certain software used by us is licensed from, and certain services related to our information systems are provided by, third parties who could choose to discontinue their relationship with us. If critical information systems fail or these systems or related software or services are otherwise unavailable, our ability to process orders, maintain proper levels of inventories, collect accounts receivable, pay expenses, and maintain the security of Company and customer data could be adversely affected. Cyber-attacks and other cyber incidents are occurring more frequently and are constantly evolving in nature and sophistication. We have experienced and expect to continue to experience actual or attempted cyber-attacks of our information technology systems or networks. To date, none of these actual or attempted cyber-attacks has had a material effect on our operations or financial condition.

For example, we determined on May 30, 2021 that we were the target of an organized cybersecurity attack (the “Cyberattack”) affecting some of the servers supporting our global IT systems. Upon learning of the intrusion, we contacted federal officials and activated our cybersecurity protocols, including voluntarily shutting down all affected systems to isolate the intrusion, limit the potential infection and preserve core systems. Restoring systems critical to production was prioritized. In addition, encrypted backup servers, which were not affected by the Cyberattack, allowed for a return to full operations within two days. We incurred a loss of approximately $10.0 million related to the Cyberattack during the second quarter of 2021, which included an allocation of $2.4 million of the total $11.0 million ransom paid by our parent company.

Our response, IT systems and encrypted backup servers allowed for a rapid recovery from the Cyberattack. As a result, the loss of food produced was limited to less than one day of production. We continue to cooperate with government officials regarding this incident. We are not aware of any evidence that any customer, supplier, employee or financial data has been compromised or misused as a result of the Cyberattack.

Our failure to maintain our cyber-security measures and keep abreast of new and evolving threats may make our systems vulnerable. The potential consequences of a material cyber-security incident include reputational damage, litigation with third parties, regulatory actions, disruption of plant operations, and increased cyber-security protection and remediation costs. There can be no assurance that we will be able to prevent all of the rapidly evolving forms of increasingly sophisticated and frequent cyber-attacks. Moreover, our efforts to address network security vulnerabilities may not be successful, resulting potentially in the theft, loss, destruction or corruption of information we store electronically, as well as unexpected interruptions, delays or cessation of service, any of which would cause harm to our business operations. The vulnerability of our systems and our failure to identify or respond timely to cyber incidents could have an adverse effect on our operations and reputation and expose us to liability or regulatory enforcement actions.

~~Our operations are subject to general risks of litigation.~~

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We are involved on an ongoing basis in litigation relating to alleged antitrust violations or arising in the ordinary course of business or otherwise. Trends in litigation may include class actions involving consumers, shareholders, employees or injured persons, and claims relating to commercial, labor, employment, antitrust, securities or environmental matters. Litigation trends and the outcome of litigation cannot be predicted with certainty, and adverse litigation trends and outcomes could result in material damages, which could adversely affect our financial condition and results of operations.

For example, between September 2, 2016 and October 13, 2016, a series of purported class action lawsuits were brought against PPC and 19 other defendants by and on behalf of direct and indirect purchasers of broiler chickens alleging violations of federal and state antitrust and unfair competition laws. The complaints sought, among other relief, treble damages for an alleged conspiracy among defendants to reduce output and increase prices of broiler chickens from the period of January 2008 to the present. The class plaintiffs filed three consolidated amended complaints: one on behalf of direct purchasers and two on behalf of distinct groups of indirect purchasers. In March 2021, PPC paid the direct purchasers $75.0 million, which PPC recognized as an expense during the fourth quarter of fiscal 2020. In June 2021, PPC announced that it had entered into agreements to settle all claims made by the two distinct groups of indirect purchasers. Pursuant to these agreements, PPC agreed to pay the two distinct groups of indirect purchasers an aggregate $120.5 million, which PPC recognized as an expense during the second quarter of fiscal 2021. PPC also recognized expense of $183.9 million for probable losses to opt-out plaintiffs in the broiler chicken antitrust litigation during the second and third quarters of 2021.

Between August 30, 2019 and October 16, 2019, four purported class action lawsuits were brought against PPC, a number of other chicken producers and various other defendants on behalf of a nationwide class of processing plant production and maintenance workers alleging that the defendants conspired to fix and depress the compensation paid to these workers in violation of the Sherman Act and sought damages from January 1, 2009 to the present. In June 2021, PPC announced that it had entered into an agreement to settle all claims made by the workers. Pursuant to this agreement, PPC agreed to pay the workers an aggregate $29.0 million, which PPC recognized as an expense during the second quarter of fiscal 2021.

In addition, on October 13, 2020, PPC announced that it had entered into a plea agreement with the U.S. Department of Justice pursuant to which the it agreed to plead guilty to one count of conspiracy in restraint of competition involving sales of broiler chicken products in the U.S. in violation of the Sherman Antitrust Act. In March 2021, PPC paid a fine of $107.9 million.

~~For~~ additional information ~~see Part I, Item 1, Notes to Condensed Consolidated Financial Statements, “Note 18. Commitments and Contingencies” in this quarterly report.~~

The consequences of the litigation matters PPC faces are inherently uncertain, and adverse actions, judgments or settlements in some or all of these matters has resulted and may in the future result in materially adverse monetary damages, fines, penalties, or injunctive relief against PPC. Any claims or litigation, even if fully indemnified or insured, could damage PPC’s reputation and make it more difficult to compete effectively or to obtain adequate insurance in the future.on cyberattack risk factors.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On ~~October 31, 2018,~~March 9, 2022, the ~~Company’s~~Company announced that, on March 8, 2022, its Board of Directors approved a $200.0 million share repurchase ~~authorization.~~program. The Company ~~plans~~intends to repurchase shares through various means, which may ~~include~~included but are not limited to open market purchases, privately negotiated transactions, the use of derivative instruments and/or accelerated share repurchase ~~programs.~~programs, in each case, in compliance with applicable laws and regulations. The extent to which the Company repurchases its shares and the timing of such repurchases will vary and depend upon market conditions and other corporate considerations, as determined by the Company’s management team. The ~~Company reserves the right to limit or terminate the~~ repurchase program ~~at any time without notice.~~has no termination date. As of ~~September~~June 26, ~~2021,~~2022, the Company had repurchased ~~6,105,444~~4,631,577 shares under this ~~program~~plan for an aggregate cost of ~~$110.9~~$120.0 million and an average price of ~~$18.1707~~$25.9068 per share. ~~This program expired on February 16, 2021.~~

Set forth below is information regarding our stock repurchases for the three months ended ~~September~~June 26, ~~2021.~~2022. During that period, we did not act in concert with any affiliate or any other person to acquire any of our common stock and, accordingly, we do not believe that purchases by any such affiliate or other person (if any) are reportable in the following table.

Issuer Purchases of Equity Securities
Period Total Number of Shares Purchased Average Price
Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Approximate Dollar Value of the Shares That May Yet Be Purchased Under the Plans or Programs (a)
June 28, 2021 through July 25, 2021 — $ — 6,105,444 $ 89,060,082
July 26, 2021 through August 29, 2021 — — 6,105,444 89,060,082
August 30, 2021 through September 26, 2021 — — 6,105,444 89,060,082
Total — $ — 6,105,444 $ 89,060,082

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Issuer Purchases of Equity Securities
Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of the Shares That May Yet Be Purchased Under the Plans or Programs (a)
March 28, 2021 through April 24, 2022	2,080,521	$	25.6305	3,238,973	$	119,652,103
April 25, 2022 through May 29, 2022	820,794	27.5919		4,059,767	97,004,848
May 30, 2022 through June 26, 2022	571,810	29.7197		4,631,577	80,010,851
Total	3,473,125	$	26.7673	4,631,577	$	80,010,851

(a) Reflects the remaining dollar value of shares that may yet be repurchased under our share repurchase authorization.

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ITEM 6. EXHIBITS


3.1						Amended and Restated Certificate of Incorporation of the ~~Company~~Company. (incorporated by reference from Exhibit 3.1 of the ~~Company’s~~Company's Current Form ~~8-A~~8-K (No. 001-09273) filed on ~~December 27, 2012)~~May 3, 2021).

3.2						Amended and Restated Corporate Bylaws of ~~Pilgrim’s Pride Corporation, as amended~~the Company. (incorporated by reference from Exhibit 3.2 of the ~~Company’s Quarterly Report on Form 10-Q (No. 001-09273) filed on November 8, 2017).~~

~~4.1~~						Indenture dated as of April 8, 2021 among the Company, Pilgrim’s Pride Corporation of West Virginia, Inc., Gold’n Plump Poultry, LLC, Gold’n Plump Farms, LLC, JFC LLC and Regions Bank, as Trustee (incorporated by reference from Exhibit 4.1 of the Company’sCompany's Current ~~Report on~~ Form 8-K (No. 001-09273) filed on ~~April 9, 2021).~~

~~4.2~~						Fifth Amended and Restated Credit Agreement, dated as of August 9, 2021, by and among Pilgrim’s Pride Corporation, certain of its subsidiaries, CoBank, ACB, as administrative agent and collateral agent, and the other lenders party thereto (incorporated by reference from Exhibit 10.1 of the Company’s Current Report on Form 8-K (No. 001-09273) filed on August 11, 2021).

~~4.3~~						Indenture, dated as of September 2, 2021 among the Company, as issuer, Pilgrim's Pride Corporation of West Virginia, Inc., Gold'n Plump Poultry, LLC, Gold'n Plump Farms, LLC and JFC LLC, as Guarantors, and Regions Bank, as Trustee (incorporated by reference from Exhibit 4.1 of the Company’s Current Report on Form 8-K (No. 001-09273) filed on September 2,May 3, 2021).

10.1						~~Share Purchase~~Multicurrency Revolving Facility Agreement, dated as of June ~~17, 2021,~~24, 2022, by and among ~~Kerry Group PLC, Pilgrim's Pride Corporation, Onix Investments UK~~Moy Park Holdings (Europe) Limited and ~~Arkose Investments ULC (incorporated by reference from Exhibit 10.1~~other Pilgrim's subsidiaries, the Governor and Company of the ~~Company's Quarterly Report on Form 10-Q (No. 001-09273) filed on July 29, 2021).~~

~~10.2~~						~~Side Letter to~~Bank of Ireland, as agent, and the Sale and Purchase Agreement, dated as of September 24, 2021, by and among Kerry Group PLC, Pilgrim's Pride Corporation, Onix Investments UK Limited and Arkose Investments ULCother lenders party thereto.

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 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

32.2						Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

101.INS						Inline XBRL Instance Document

101.SCH						Inline XBRL Taxonomy Extension Schema

101.CAL						Inline XBRL Taxonomy Extension Calculation

101.DEF						Inline XBRL Taxonomy Extension Definition

101.LAB						Inline XBRL Taxonomy Extension Label

101.PRE						Inline XBRL Taxonomy Extension Presentation

104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


*						Filed herewith.
**						Furnished herewith.
†						~~Represents a management contract or compensation plan arrangement.~~

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


						PILGRIM’S PRIDE CORPORATION

Date: ~~October~~July 27, ~~2021~~2022						/s/ Matthew Galvanoni
						Matthew Galvanoni
						Chief Financial Officer and Chief Accounting Officer
						(Principal Financial Officer, ~~Chief~~Principal Accounting Officer and ~~Duly~~ Authorized ~~Officer)~~Signatory)


	Three Months Ended				Nine Months Ended
Losses (Gains) by Type of Contract (a)	September 26, 2021		September 27, 2020		September 26, 2021		September 27, 2020		Affected Line Item in the Condensed Consolidated Statements of Income
	(In thousands)
Foreign currency derivatives gain (loss)	$	(4,493)	$	(7,741)	$	(7,975)	$	19,815	Foreign currency transaction loss (gain)
Commodity derivative gain	25,632		19,883		44,430		9,458		Cost of sales
Sales contract derivative gain (loss)	(2,932)		—		2,201		—		Net sales
Total	$	18,207	$	12,142	$	38,656	$	29,273


	Nine Months Ended September 27, 2020(a)
	Losses Related to Foreign Currency Translation		Gains on Derivative Financial Instruments Classified as Cash Flow Hedges		Losses Related to Pension and Other Postretirement Benefits		Losses on Available-for-Sale Securities		Total
	(In thousands)
Balance, beginning of period	$	(1,108)	$	(2,406)	$	(71,615)	$	—	$	(75,129)

Other comprehensive income (loss) before reclassifications	(48,921)		3,403		(44,641)		2		(90,157)
Amounts reclassified from accumulated other comprehensive loss to net income	—		(1,039)		846		(14)		(207)
Currency translation	—		(27)		—		—		(27)
Net current period other comprehensive income (loss)	(48,921)		2,337		(43,795)		(12)		(90,391)
Balance, end of period	$	(50,029)	$	(69)	$	(115,410)	$	(12)	$	(165,520)


	Increase in Discount Rate of 0.25%		Decrease in Discount Rate of 0.25%
	(In thousands)
Impact on projected benefit obligation for pension benefits	$	(10,344)	$	10,890


	September 26, 2021								December 27, 2020
	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	$	7,748	$	—	$	—	$	7,748	$	1,487	$	—	$	—	$	1,487
PSAs for the Union Plan:
Large U.S. equity funds(d)	—		2,979		—		2,979		—		3,100		—		3,100
Small/Mid U.S. equity funds(e)	—		1,155		—		1,155		—		392		—		392
International equity funds(f)	—		2,060		—		2,060		—		1,874		—		1,874
Fixed income funds(g)	—		5,167		—		5,167		—		5,365		—		5,365
PSAs and CCTs for the GK Pension Plan:
Large U.S. equity funds(d)	—		33,199		—		33,199		—		29,602		—		29,602
Small/Mid U.S. equity funds(e)	—		16,905		—		16,905		—		17,569		—		17,569
International equity funds(f)	—		16,823		—		16,823		—		16,320		—		16,320
Fixed income funds(g)	—		40,951		—		40,951		—		38,944		—		38,944
Real estate(h)	—		5,032		—		5,032		—		5,677		—		5,677
PSAs for the U.K. Plans:
Large U.S. equity funds(d)	—		47,598		—		47,598		—		39,002		—		39,002
International equity funds(f)	—		71,175		—		71,175		—		69,251		—		69,251
Fixed income funds(g)	—		62,844		—		62,844		—		60,212		—		60,212
Real estate(h)	—		18,243		—		18,243		—		17,188		—		17,188
Total assets	$	7,748	$	324,131	$	—	$	331,879	$	1,487	$	304,496	$	—	$	305,983


Sources of net sales	Nine Months Ended September 26, 2021		Change from Nine Months Ended September 27, 2020
			Amount		Percent
	(In thousands, except percent data)
U.S.	$	6,714,879	$	1,095,088	19.5	%
U.K. and Europe	2,721,019		295,879		12.2	%
Mexico	1,302,791		373,650		40.2	%
Total net sales	$	10,738,689	$	1,764,617	19.7	%