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EX-31.1 - EXHIBIT 31.1 - PILGRIMS PRIDE CORPppc-20150628xexhibit311.htm
EX-31.2 - EXHIBIT 31.2 - PILGRIMS PRIDE CORPppc-20150628xxexhibit312.htm
EX-12 - EXHIBIT 12 - PILGRIMS PRIDE CORPppc-20150628xexhibit12.htm
EX-32.1 - EXHIBIT 32.1 - PILGRIMS PRIDE CORPppc-20150628xxexhibit321.htm
EX-32.2 - EXHIBIT 32.2 - PILGRIMS PRIDE CORPppc-20150628xxexhibit322.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
 (Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 28, 2015
OR
¨
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,
Greeley, CO
 
80634-9038
(Address of principal executive offices)
 
(Zip code)
Registrant’s telephone number, including area code: (970) 506-8000 
(Former name, former address and former fiscal year, if changed since last report.)
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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
ý
  
Accelerated Filer
 
¨
 
 
 
 
Non-accelerated Filer
¨ (Do not check if a smaller reporting company)
  
Smaller reporting company
 
¨
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 July 29, 2015, was 259,685,145.




INDEX
PILGRIM’S PRIDE CORPORATION AND SUBSIDIARIES
 
Item 1.
 
 
 
 
 
 
Item 2.
Item 3.
Item 4.
Item 1.
Item 1A.
Item 2.
Item 5.
Item 6.

1



PART I.
FINANCIAL INFORMATION
ITEM 1.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
PILGRIM’S PRIDE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
 
 
 
June 28, 2015
 
December 28, 2014
 
 
(Unaudited)
 
 
 
 
(In thousands)
Cash and cash equivalents
 
$
574,194

 
$
576,143

Trade accounts and other receivables, less allowance for doubtful accounts
 
348,011

 
378,890

Account receivable from related parties
 
1,115

 
5,250

Inventories
 
787,113

 
790,305

Income taxes receivable
 
64,346

 
10,288

Current deferred tax assets
 
34,156

 
27,345

Prepaid expenses and other current assets
 
88,204

 
95,439

Assets held for sale
 
6,580

 
1,419

Total current assets
 
1,903,719

 
1,885,079

Other long-lived assets
 
30,489

 
24,406

Identified intangible assets, net
 
23,912

 
26,783

Property, plant and equipment, net
 
1,189,121

 
1,182,795

Total assets
 
$
3,147,241

 
$
3,119,063

 
 
 
 
 
Accounts payable
 
$
469,135

 
$
399,486

Account payable to related parties
 
4,384

 
4,862

Accrued expenses and other current liabilities
 
296,668

 
311,879

Income taxes payable
 
22,902

 
3,068

Current deferred tax liabilities
 
25,359

 
25,301

Current maturities of long-term debt
 
117

 
262

Total current liabilities
 
818,565

 
744,858

Long-term debt, less current maturities
 
1,000,420

 
3,980

Deferred tax liabilities
 
80,836

 
76,216

Other long-term liabilities
 
87,467

 
97,208

Total liabilities
 
1,987,288

 
922,262

Common stock
 
2,597

 
2,590

Additional paid-in capital
 
1,671,449

 
1,662,354

Retained earnings (accumulated deficit)
 
(461,274
)
 
591,492

Accumulated other comprehensive loss
 
(55,838
)
 
(62,541
)
Total Pilgrim’s Pride Corporation stockholders’ equity
 
1,156,934

 
2,193,895

Noncontrolling interest
 
3,019

 
2,906

Total stockholders’ equity
 
1,159,953

 
2,196,801

Total liabilities and stockholders’ equity
 
$
3,147,241

 
$
3,119,063

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

2



PILGRIM’S PRIDE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
 
 
 
Thirteen Weeks Ended
 
Twenty-Six Weeks Ended
 
 
June 28, 2015
 
June 29, 2014
 
June 28, 2015
 
June 29, 2014
 
 
(In thousands, except per share data)
Net sales
 
$
2,053,876

 
$
2,186,816

 
$
4,106,795

 
$
4,204,881

Cost of sales
 
1,621,856

 
1,837,341

 
3,297,655

 
3,640,300

Gross profit
 
432,020

 
349,475

 
809,140

 
564,581

Selling, general and administrative expense
 
48,834

 
48,607

 
98,341

 
93,808

Administrative restructuring charges
 
4,813

 
438

 
4,813

 
2,151

Operating income
 
378,373

 
300,430

 
705,986

 
468,622

Interest expense, net of capitalized interest
 
11,514

 
14,562

 
16,369

 
34,035

Interest income
 
(1,277
)
 
(992
)
 
(2,767
)
 
(1,803
)
Foreign currency transaction loss
 
2,059

 
(1,819
)
 
11,033

 
(1,482
)
Miscellaneous, net
 
(4,651
)
 
(993
)
 
(5,064
)
 
(1,999
)
Income before income taxes
 
370,728

 
289,672

 
686,415

 
439,871

Income tax expense
 
129,104

 
99,227

 
240,598

 
151,239

Net income
 
241,624

 
190,445

 
445,817

 
288,632

Less: Net income attributable to noncontrolling interests
 
135

 
85

 
113

 
155

Net income attributable to Pilgrim’s Pride Corporation
 
$
241,489

 
$
190,360

 
$
445,704

 
$
288,477

 
 
 
 
 
 
 
 
 
Weighted average shares of common stock outstanding:
 
 
 
 
 
 
 
 
Basic
 
259,685

 
258,977

 
259,669

 
258,950

Effect of dilutive common stock equivalents
 
212

 
597

 
226

 
560

Diluted
 
259,897

 
259,574

 
259,895

 
259,510

 
 
 
 
 
 
 
 
 
Net income attributable to Pilgrim's Pride Corporation per
     share of common stock outstanding:
 
 
 
 
 
 
 
 
Basic
 
$
0.93

 
$
0.73

 
$
1.72

 
$
1.11

Diluted
 
$
0.93

 
$
0.73

 
$
1.71

 
$
1.11

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


3



PILGRIM’S PRIDE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
 
 
 
Thirteen Weeks Ended
 
Twenty-Six Weeks Ended
 
 
June 28, 2015
 
June 29, 2014
 
June 28, 2015
 
June 29, 2014
 
 
(In thousands)
Net income
 
$
241,624

 
$
190,445

 
$
445,817

 
$
288,632

Other comprehensive income (loss):
 
 
 
 
 
 
 
 
Gain (loss) associated with available-for-sale securities,
net of tax benefit (expense) of $1, $(3), $13 and $(20),
     respectively
 
(1
)
 
7

 
(20
)
 
(29
)
Gain (loss) associated with pension and other postretirement
     benefits, net of tax benefit (expense) of $(5,331), $2,200,
     $(4,077) and $5,709, respectively
 
8,792

 
(3,629
)
 
6,723

 
(9,415
)
Total other comprehensive income (loss), net of tax
 
8,791

 
(3,622
)
 
6,703

 
(9,444
)
Comprehensive income
 
250,415

 
186,823

 
452,520

 
279,188

Less: Comprehensive income attributable to
       noncontrolling interests
 
135

 
85

 
113

 
155

Comprehensive income attributable to Pilgrim's Pride
       Corporation
 
$
250,280

 
$
186,738

 
$
452,407

 
$
279,033

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



4



PILGRIM’S PRIDE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
 
 
 
Pilgrim’s Pride Corporation Stockholders
 
 
 
 
 
 
Common Stock
 
Additional
Paid-in
Capital
 
Retained Earnings (Accumulated
Deficit)
 
Accumulated
Other
Comprehensive
Loss
 
Noncontrolling
Interest
 
Total
 
 
Shares
 
Amount
 
 
 
(In thousands)
Balance at December 28, 2014
 
259,029

 
$
2,590

 
$
1,662,354

 
$
591,492

 
$
(62,541
)
 
$
2,906

 
$
2,196,801

Net income
 

 

 

 
445,704

 

 
113

 
445,817

Other comprehensive income, net of tax
 

 

 

 

 
6,703

 

 
6,703

Share-based compensation plans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common stock issued under compensation plans
 
671

 
7

 
(7
)
 

 

 

 

Common stock forfeited under compensation plans
 
(15
)
 

 
(85
)
 

 

 

 
(85
)
Requisite service period recognition
 

 

 
1,353

 

 

 

 
1,353

Tax benefit related to share-based compensation
 

 

 
7,834

 

 

 

 
7,834

Special cash dividend
 

 

 

 
(1,498,470
)
 

 

 
(1,498,470
)
Balance at June 28, 2015
 
259,685

 
$
2,597

 
$
1,671,449

 
$
(461,274
)
 
$
(55,838
)
 
$
3,019

 
$
1,159,953

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 29, 2013
 
259,029

 
$
2,590

 
$
1,653,119

 
$
(120,156
)
 
$
(45,735
)
 
$
2,784

 
$
1,492,602

Net income
 

 

 

 
288,477

 

 
155

 
288,632

Other comprehensive loss, net of tax
 

 

 

 

 
(9,444
)
 

 
(9,444
)
Issuance of subsidiary common stock
 

 

 

 

 

 
332

 
332

Share-based compensation plans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Requisite service period recognition
 

 

 
2,377

 

 

 

 
2,377

Balance at June 29, 2014
 
259,029

 
$
2,590

 
$
1,655,496

 
$
168,321

 
$
(55,179
)
 
$
3,271

 
$
1,774,499

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

5



PILGRIM’S PRIDE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
 
 
Twenty-Six Weeks Ended
 
 
June 28, 2015
 
June 29, 2014
 
 
(In thousands)
Cash flows from operating activities:
 
 
 
 
Net income
 
$
445,817

 
$
288,632

Adjustments to reconcile net income to cash provided by operating activities:
 
 
 
 
Depreciation and amortization
 
75,070

 
76,521

Foreign currency transaction gain
 

 
(1,077
)
Accretion of bond discount
 

 
228

Asset impairment
 
4,813

 

Gain on property disposals
 
(1,331
)
 
(1,139
)
Gain on investment securities
 

 
(48
)
Share-based compensation
 
1,268

 
2,377

Deferred income tax benefit
 
(4,781
)
 
(79,619
)
Changes in operating assets and liabilities:
 
 
 
 
Trade accounts and other receivables
 
35,014

 
(29,702
)
Inventories
 
3,192

 
(28,257
)
Prepaid expenses and other current assets
 
7,236

 
(20,054
)
Accounts payable, accrued expenses and other current liabilities
 
53,960

 
24,918

Income taxes
 
(35,554
)
 
182,948

Long-term pension and other postretirement obligations
 
966

 
94

Other operating assets and liabilities
 
2,433

 
369

Cash provided by operating activities
 
588,103

 
416,191

Cash flows from investing activities:
 
 
 
 
Acquisitions of property, plant and equipment
 
(87,694
)
 
(90,814
)
Purchases of investment securities
 

 
(37,000
)
Proceeds from sale or maturity of investment securities
 

 
133,950

Proceeds from property disposals
 
2,115

 
4,357

Cash provided by (used in) investing activities
 
(85,579
)
 
10,493

Cash flows from financing activities:
 
 
 
 
Proceeds from revolving line of credit and long-term borrowings
 
1,680,000

 

Payments on revolving line of credit, long-term borrowings and capital lease
obligations
 
(683,705
)
 
(410,165
)
Tax benefit related to share-based compensation
 
7,834

 

Sale of subsidiary common stock
 

 
332

Payment of capitalized loan costs
 
(10,132
)
 

Payment of special cash dividends
 
(1,498,470
)
 

Cash used in financing activities
 
(504,473
)
 
(409,833
)
Effect of exchange rate changes on cash and cash equivalents
 

 
2,355

Increase (decrease) in cash and cash equivalents
 
(1,949
)
 
19,206

Cash and cash equivalents, beginning of period
 
576,143

 
508,206

Cash and cash equivalents, end of period
 
$
574,194

 
$
527,412

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

6



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
1.
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
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.”), Mexico and Puerto Rico. 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 United States and Puerto Rico and in the northern and central regions of Mexico. Additionally, the Company exports chicken products to approximately 95 countries. Pilgrim's fresh chicken products consist of refrigerated (nonfrozen) whole chickens, whole cut-up chickens and selected chicken parts that are either marinated or non-marinated. The Company's prepared chicken products include fully cooked, ready-to-cook and individually frozen chicken parts, strips, nuggets and patties, some of which are either breaded or non-breaded and either marinated or non-marinated. As a vertically integrated company, we control every phase of the production of our products. We operate feed mills, hatcheries, processing plants and distribution centers in 12 U.S. states, Puerto Rico and Mexico. As of June 28, 2015, Pilgrim's had approximately 33,900 employees and the capacity to process more than 34 million birds per week for a total of more than 10 billion pounds of live chicken annually. Approximately 3,800 contract growers supply poultry for the Company's operations. As of June 28, 2015, JBS USA Holdings, Inc. (“JBS USA”), an indirect subsidiary of Brazil-based JBS S.A., beneficially owned 75.3% of the Company's outstanding common stock.
Consolidated Financial Statements
The accompanying unaudited 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 twenty-six weeks ended June 28, 2015 are not necessarily indicative of the results that may be expected for the year ending December 27, 2015. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 28, 2014.
Pilgrim’s operates on a 52/53-week fiscal year that ends on the Sunday falling on or before December 31. The reader should assume any reference we make to a particular year (for example, 2015) in the notes to these Condensed Consolidated Financial Statements applies to our fiscal year and not the calendar year.
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 Company measures the financial statements of its Mexico subsidiaries as if the U.S. dollar were the functional currency. Accordingly, we remeasure assets and liabilities, other than non-monetary assets, of the Mexico subsidiaries at current exchange rates. We remeasure non-monetary assets using the historical exchange rate in effect on the date of each asset’s acquisition. We remeasure income and expenses at average exchange rates in effect during the period. Currency exchange gains or losses are included in the line item Foreign currency transaction loss in the Condensed Consolidated Statements of Income.
Reportable Segment
We operate in one reportable business segment, as a producer and seller of chicken products we either produce or purchase for resale.
Revenue Recognition
We recognize revenue when all of the following circumstances are satisfied: (i) persuasive evidence of an arrangement exists, (ii) price is fixed or determinable, (iii) collectability is reasonably assured and (iv) delivery has occurred. Delivery occurs in the period in which the customer takes title and assumes the risks and rewards of ownership of the products specified in the customer’s purchase order or sales agreement. Revenue is recorded net of estimated incentive offerings including special pricing agreements, promotions and other volume-based incentives. Revisions to these estimates are charged back to net sales in the period in which the facts that give rise to the revision become known.

7



Book Overdraft
The majority of the Company's disbursement bank accounts are zero balance accounts where cash needs are funded as checks are presented for payment by the holder. Checks issued pending clearance that result in overdraft balances for accounting purposes are classified as accounts payable and the change in the related balance is reflected in operating activities on the Condensed Consolidated Statements of Cash Flows.
Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance on revenue recognition, which provides for a single five-step model to be applied to all revenue contracts with customers. The new standard also requires additional financial statement disclosures that will enable users to understand the nature, amount, timing and uncertainty of revenue and cash flows relating to customer contracts. Companies have an option to use either a retrospective approach or cumulative effect adjustment approach to implement the standard. In June 2015, the FASB agreed to defer by one year the mandatory effective date of this standard, but will also provide entities the option to adopt the new guidance as of the original effective date. The provisions of the new guidance will be effective as of the beginning of our 2018 fiscal year, but we have the option to adopt the guidance as early as the beginning of our 2017 fiscal year. We are currently evaluating the impact of the new guidance on our financial statements and have not yet selected either a transition approach to implement the standard or an adoption date.
In April 2015, the FASB issued new presentation guidance for debt issuance costs, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. An entity should apply the new guidance on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. Upon transition, an entity is required to comply with the applicable disclosures for a change in an accounting principle. These disclosures include the nature of and reason for the change in accounting principle, the transition method, a description of the prior-period information that has been retrospectively adjusted, and the effect of the change on the financial statement line items The provisions of the new guidance will be effective as of the beginning of our 2016 fiscal year. We are currently evaluating the impact of the new guidance on our financial statements.
In July 2015, the FASB issued new accounting guidance on the subsequent measurement of inventory, which, in an effort to simplify unnecessarily complicated accounting guidance that can result in several potential outcomes, requires an entity to measure inventory at the lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Current accounting guidance requires an entity to measure inventory at the lower of cost or market. Market could be replacement cost, net realizable value, or net realizable value less an approximately normal profit margin. The provisions of the new guidance will be effective as of the beginning of our 2017 fiscal year. We are currently evaluating the impact of the new guidance on our financial statements.
2.
FAIR VALUE MEASUREMENTS
Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Assets and liabilities measured at fair value must be categorized into one of three different levels depending on the assumptions (i.e., inputs) used in the valuation:
Level 1
  
Unadjusted quoted prices in active markets for identical assets or liabilities;
 
 
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 June 28, 2015 and December 28, 2014, the Company held certain items that were required to be measured at fair value on a recurring basis. These included derivative assets and liabilities and deferred compensation plan assets. Derivative assets and liabilities consist of long and short positions on exchange-traded commodity futures instruments. The following items were measured at fair value on a recurring basis:

8



 
 
June 28, 2015
 
 
Level 1
 
Level 2
 
Level 3
 
Total
 
 
(In thousands)
Derivative assets - commodity futures instruments
 
$
13,759

 
$

 
$

 
$
13,759

Derivative assets - commodity options instruments
 
6,642

 

 

 
6,642

Derivative liabilities - commodity futures instruments
 
(18,982
)
 

 

 
(18,982
)
Derivative liabilities - commodity options instruments
 
(2,136
)
 

 

 
(2,136
)
Derivative liabilities - foreign currency instruments
 
(87
)
 

 

 
(87
)
Fixed-rate senior notes payable at 5.75%
 
(506,250
)
 

 

 
(506,250
)
The valuation of financial assets and liabilities classified in Level 1 is determined using a market approach, taking into account current interest rates, creditworthiness, and liquidity risks in relation to current market conditions, and is based upon unadjusted quoted prices for identical assets in active markets. The valuation of financial assets and liabilities in Level 2 is determined using a market approach based upon quoted prices for similar assets and liabilities in active markets or other inputs that are observable for substantially the full term of the financial instrument. The valuation of financial assets in Level 3 is determined using an income approach based on unobservable inputs such as discounted cash flow models or valuations.
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 financial assets and liabilities recorded in the Condensed Consolidated Balance Sheets consisted of the following:
 
 
June 28, 2015
 
December 28, 2014
 
 
 
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
 
Note Reference
 
 
 
 
(In thousands)
 
 
 
 
Derivative assets - commodity futures instruments
 
$
13,759

 
$
13,759

 
$
8,416

 
$
8,416

 
6
Derivative assets - commodity options instruments
 
6,642

 
6,642

 

 

 
6
Derivative assets - foreign currency instruments
 

 

 
2,563

 
2,563

 
6
Derivative liabilities - commodity futures instruments
 
(18,982
)
 
(18,982
)
 
(8,580
)
 
(8,580
)
 
6
Derivative liabilities - commodity options instruments
 
(2,136
)
 
(2,136
)
 
(14,103
)
 
(14,103
)
 
6
Derivative liabilities - foreign currency instruments
 
(87
)
 
(87
)
 

 

 
6
Fixed-rate senior notes payable
 
(500,000
)
 
(506,250
)
 
(3,633
)
 
(3,979
)
 
9
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 Sheet. 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 Sheet. The fair values of the Company’s long-term debt and other borrowing arrangements were estimated by calculating the net present value of future payments for each debt obligation or borrowing by: (i) using a risk-free rate applicable for an instrument with a life similar to the remaining life of each debt obligation or borrowing plus the current estimated credit risk spread for the Company or (ii) using the quoted market price at June 28, 2015 or December 28, 2014, as applicable.
 In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company records certain assets and liabilities at fair value on a nonrecurring basis. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges when required by U.S. GAAP. There were no significant fair value measurement losses recognized for such assets and liabilities in the periods reported.

9



3.
TRADE ACCOUNTS AND OTHER RECEIVABLES
Trade accounts and other receivables, less allowance for doubtful accounts, consisted of the following:
 
 
June 28, 2015
 
December 28, 2014
 
 
(In thousands)
Trade accounts receivable
 
$
340,768

 
$
371,268

Notes receivable - current
 
970

 
1,088

Other receivables
 
8,885

 
9,059

Receivables, gross
 
350,623

 
381,415

Allowance for doubtful accounts
 
(2,612
)
 
(2,525
)
Receivables, net
 
$
348,011

 
$
378,890

 
 
 
 
 
Account receivable from related parties(a)
 
$
1,115

 
$
5,250

(a)    Additional information regarding accounts receivable from related parties is included in "Note 14. Related Party Transactions."
4.
INVENTORIES
Inventories consisted of the following:
 
June 28, 2015
 
December 28, 2014
 
(In thousands)
Live chicken and hens
$
367,373

 
$
363,438

Feed, eggs and other
188,096

 
198,681

Finished chicken products
231,225

 
227,649

Total chicken inventories
786,694

 
789,768

Commercial feed and other
419

 
537

Total inventories
$
787,113

 
$
790,305

5.
INVESTMENTS IN SECURITIES
We recognize investments in available-for-sale securities as cash equivalents, current investments or long-term investments depending upon each security's length to maturity. Additionally, those securities identified by management at the time of purchase for funding operations in less than one year are classified as current.
The following table summarizes our investments in available-for-sale securities:
 
 
June 28, 2015
 
December 28, 2014
 
 
Amortized Cost
 
Fair
Value
 
Amortized Cost
 
Fair
Value
 
 
(In thousands)
Cash equivalents:
 
 
 
 
 
 
 
 
Fixed income securities
 
$
102,079

 
$
102,079

 
$
204,286

 
$
204,286

Other
 
499

 
499

 
80

 
80

All of the securities classified as cash and cash equivalents above mature within 90 days. The specific identification method is used to determine the cost of each security sold and each amount reclassified out of accumulated other comprehensive loss to earnings. Gross realized gains recognized during the thirteen and twenty-six weeks ended June 28, 2015 and the thirteen and twenty-six weeks ended June 29, 2014 related to the Company's available-for-sale securities totaled approximately $67,200, $197,100, $56,100 and $257,600, respectively. Gross realized losses recognized during the thirteen and twenty-six weeks ended June 28, 2015 related to the Company's available-for-sale securities totaled approximately $11,700 and $20,000, respectively. No gross realized losses were recognized during the thirteen and twenty-six weeks ended June 29, 2014. Proceeds received from the sale or maturity of available-for-sale securities during the twenty-six weeks ended June 28, 2015 and June 29, 2014 are disclosed in the Condensed Consolidated Statements of Cash Flows. Net unrealized holding gains and losses on the Company's available-

10



for-sale securities recognized during the twenty-six weeks ended June 28, 2015 and June 29, 2014 that have been included in accumulated other comprehensive loss and the net amount of gains and losses reclassified out of accumulated other comprehensive loss to earnings during the twenty-six weeks ended June 28, 2015 and June 29, 2014 are disclosed in “Note 12. Stockholders' Equity.”
6.
DERIVATIVE FINANCIAL INSTRUMENTS
The Company utilizes various raw materials in its operations, including corn, soybean meal, soybean oil, sorghum and energy, such as 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 12 months. The Company may purchase longer-term derivative financial instruments on particular commodities if deemed appropriate.
The Company has operations in Mexico and, therefore, has exposure to translational foreign exchange risk when the financial results of those operations are translated to U.S. dollars. Generally, the Company purchases derivative financial instruments such as foreign currency forward contracts to manage this translational foreign exchange risk.
The fair value of derivative assets is included in the line item Prepaid expenses and other current assets on the 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. Our counterparties require that we post cash collateral for changes in the net fair value of the derivative contracts.
We have not designated the derivative financial instruments that we have purchased to mitigate commodity purchase transaction exposures as cash flow hedges. Therefore, we recognized changes in the fair value of these derivative financial instruments immediately in earnings. Gains or losses related to these derivative financial instruments are included in the line item Cost of sales in the Condensed Consolidated Statements of Income. The Company recognized net gains of $5.6 million and net losses of $6.1 million related to changes in the fair value of its derivative financial instruments during the thirteen weeks ended June 28, 2015 and June 29, 2014. We also recognized net gains of $29.0 million and net losses of $14.1 million related to changes in the fair value of its derivative financial instruments during the twenty-six weeks ended June 28, 2015 and June 29, 2014, respectively. Information regarding the Company’s outstanding derivative instruments and cash collateral posted with (owed to) brokers is included in the following table:
 
June 28, 2015
 
December 28, 2014
 
(Fair values in thousands)
Fair values:
 
 
 
Commodity derivative assets
$
20,401

 
$
8,416

Commodity derivative liabilities
(21,118
)
 
(22,683
)
Cash collateral posted with brokers
10,845

 
25,205

Foreign currency derivative assets

 
2,563

Foreign currency derivative liabilities
(87
)
 

Derivatives coverage(a):
 
 
 
Corn
2.3
 %
 
(8.2
)%
Soybean meal
(11.1
)%
 
(16.1
)%
Period through which stated percent of needs are covered:
 
 
 
Corn
March 2017

 
September 2016

Soybean meal
December 2015

 
July 2015

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

11



7.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment (“PP&E”), net consisted of the following:
 
June 28, 2015
 
December 28, 2014
 
(In thousands)
Land
$
71,411

 
$
66,798

Buildings
1,076,699

 
1,086,690

Machinery and equipment
1,555,807

 
1,537,241

Autos and trucks
49,406

 
52,639

Construction-in-progress
143,093

 
129,701

PP&E, gross
2,896,416

 
2,873,069

Accumulated depreciation
(1,707,295
)
 
(1,690,274
)
PP&E, net
$
1,189,121

 
$
1,182,795

The Company recognized depreciation expense of $36.6 million and $33.9 million during the thirteen weeks ended June 28, 2015 and June 29, 2014, respectively. The Company recognized depreciation expense of $70.6 million and $67.2 million during the twenty-six weeks ended June 28, 2015 and June 29, 2014, respectively.
During the twenty-six weeks ended June 28, 2015, we spent $87.7 million on capital projects and transferred $74.2 million of completed projects from construction-in-progress to depreciable assets. Capital expenditures were primarily incurred during the twenty-six weeks ended June 28, 2015 to improve efficiencies and reduce costs in the U.S. and to expand capacity in Mexico.
During the thirteen and twenty-six weeks ended June 28, 2015, the Company sold certain PP&E for cash of $1.2 million and $2.1 million, respectively, and recognized net gains on these sales of $0.4 million and $1.3 million, respectively. PP&E sold in 2015 was comprised of miscellaneous equipment. During the thirteen and twenty-six weeks ended June 29, 2014, the Company sold certain PP&E for cash of $2.8 million and $4.4 million and recognized net gains on these sales of $1.9 million and $1.4 million, respectively. PP&E sold in 2014 included a warehouse, a commercial building and a vehicle maintenance center in Texas, an office building in Mexico City and miscellaneous equipment.
 Management has committed to the sale of certain properties and related assets, including, but not limited to, a processing complex in Texas, a processing plant in Louisiana and other miscellaneous assets, which no longer fit into the operating plans of the Company. The Company is actively marketing these properties and related assets for immediate sale and believes a sale of each property can be consummated within the next 12 months. At June 28, 2015 and December 28, 2014, the Company reported properties and related assets totaling $6.6 million and $1.4 million, respectively, in the line item Assets held for sale on its Condensed Consolidated Balance Sheets. The Company tested the recoverability of its assets held for sale and determined that the aggregate carrying amounts of the Texas processing complex asset group and the Louisiana processing plant asset group were not recoverable over the remaining life of the respective primary asset in each asset group. The Company recognized aggregate impairment costs of $4.8 million during the thirteen weeks ended June 28, 2015, which are presented in the line item Administrative restructuring charges on its Condensed Consolidated Statements of Income because management believed these costs were not directly related to the Company’s ongoing operations.
The Company has closed or idled various processing complexes, processing plants, hatcheries, broiler farms, and feed mills throughout the U.S. Neither the Board of Directors nor JBS USA has 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. At June 28, 2015, the carrying amount of these idled assets was $51.2 million based on depreciable value of $150.8 million and accumulated depreciation of $99.5 million.
The Company last tested the recoverability of its long-lived assets held and used in December 2014. At that time, the Company determined that the carrying amount of its long-lived assets held and used was recoverable over the remaining life of the primary asset in the group and that long-lived assets held and used passed the Step 1 recoverability test under ASC 360-10-35, Impairment or Disposal of Long-Lived Assets. There were no indicators present during the twenty-six weeks ended June 28, 2015 that required the Company to test its long-lived assets held and used for recoverability.

12



8.
CURRENT LIABILITIES
Current liabilities, other than income taxes and current maturities of long-term debt, consisted of the following components:
 
June 28, 2015
 
December 28, 2014
 
(In thousands)
Accounts payable:
 
 
 
Trade accounts
$
428,021

 
$
347,107

Book overdrafts
36,952

 
47,320

Other payables
4,162

 
5,059

Total accounts payable
469,135

 
399,486

Accounts payable to related parties(a)
4,384

 
4,862

Accrued expenses and other current liabilities:
 
 
 
Compensation and benefits
88,315

 
123,495

Interest and debt-related fees
9,351

 
780

Insurance and self-insured claims
92,696

 
85,240

Derivative liabilities:
 
 
 
Futures
18,982

 
8,580

Options
2,136

 
14,103

Foreign currency
87

 

Other accrued expenses
85,101

 
79,681

Total accrued expenses and other current liabilities
296,668

 
311,879

 
$
770,187

 
$
716,227

(a)    Additional information regarding accounts payable from related parties is included in "Note 14. Related Party Transactions."
9.
LONG-TERM DEBT AND OTHER BORROWING ARRANGEMENTS
Long-term debt and other borrowing arrangements consisted of the following components: 
 
Maturity
 
June 28, 2015
 
December 28, 2014
 
 
 
(In thousands)
Senior notes payable at 5.75%
2025
 
$
500,000

 
$

U.S. Credit Facility (defined below):
 
 
 
 
 
Term note payable at 1.44%
2020
 
500,000

 

Revolving note payable
2020
 

 

Mexico Credit Facility (defined below) with notes payable at TIIE Rate plus 1.05%
2017
 

 

JBS USA Holdings, Inc. Subordinated Loan Facility
2015
 

 

Other
Various
 
537

 
4,242

Long-term debt
 
 
1,000,537

 
4,242

Less: Current maturities of long-term debt
 
 
(117
)
 
(262
)
Long-term debt, less current maturities
 
 
$
1,000,420

 
$
3,980

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 (the “Senior Notes”). The Company used the net proceeds from the sale of the Senior Notes to repay $350.0 million and $150.0 million of the term loan indebtedness under the the U.S. Credit Facility (defined below) on March 12, 2015 and April 22, 2015, respectively. The Notes were sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act.

13



The Senior Notes are governed by, and were issued pursuant to, an indenture dated as of March 11, 2015 by and among the Company, its guarantor subsidiary and Wells Fargo Bank, National Association, as trustee (the “Indenture”). The Indenture provides, among other things, that the Senior Notes 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. The Senior Notes are guaranteed on a senior unsecured basis by the Company's guarantor subsidiary. 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. The Senior Notes and related guarantees are unsecured senior obligations of the Company and its guarantor subsidiary and rank equally with all of the Company’s and its guarantor subsidiary's other unsubordinated indebtedness. The Senior Notes and the Indenture also contain customary covenants and events of default, including failure to pay principal or interest on the Senior Notes when due, among others.
U.S. Credit Facility
On February 11, 2015, the Company and its subsidiaries, To-Ricos, Ltd. and To-Ricos Distribution, Ltd. (together, the “To-Ricos Borrowers”), entered into a Second Amended and Restated Credit Agreement (the “U.S. Credit Facility”) with Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., Rabobank Nederland, New York Branch (“Rabobank”), as administrative agent, and the other lenders party thereto. The U.S. Credit Facility provides for a revolving loan commitment of up to $700.0 million and a term loan commitment of up to $1.0 billion (the “Term Loans”). The U.S. Credit Facility also includes an accordion feature that allows us, at any time, to increase the aggregate revolving loan and term loan commitments by up to an additional $1.0 billion, subject to the satisfaction of certain conditions, including obtaining the lenders’ agreement to participate in the increase.
The revolving loan commitment under the U.S. Credit Facility matures on February 10, 2020. All principal on the Term Loans is due at maturity on February 10, 2020. Because the Company prepaid $350.0 million of the Term Loans with proceeds from the Senior Notes, the Company is not required to pay quarterly installments. Covenants in the U.S. Credit Facility also require the Company to use the proceeds it receives from certain asset sales and specified debt or equity issuances and upon the occurrence of other events to repay outstanding borrowings under the U.S. Credit Facility. The Company had Term Loans outstanding totaling $500.0 million as of June 28, 2015.
The U.S. Credit Facility includes a $75.0 million sub-limit for swingline loans and a $125.0 million sub-limit for letters of credit. Outstanding borrowings under the revolving loan commitment and the Term Loans bear interest at a per annum rate equal to (i) in the case of LIBOR loans, LIBOR plus 1.50% through March 29, 2015 and, based on our net senior secured leverage ratio, between LIBOR plus 1.25% and LIBOR plus 2.75% and (ii) in the case of alternate base rate loans, the base rate plus 0.50% through June 28, 2015 and, based on our net senior secured leverage ratio, between the base rate plus 0.25% and base rate plus 1.75% thereafter.
Actual borrowings by the Company under the revolving loan commitment of the U.S. Credit Facility are subject to a borrowing base, which is a formula based on certain eligible inventory, eligible receivables and restricted cash under the control of Rabobank, in its capacity as administrative agent. The borrowing base formula will be reduced by the sum of (i) inventory reserves, (ii) rent and collateral access reserves, and (iii) any amount more than 15 days past due that is owed by the Company or its subsidiaries to any person on account of the purchase price of agricultural products or services (including poultry and livestock) if that person is entitled to any grower's or producer's lien or other security arrangement. As of June 28, 2015, the applicable borrowing base was $700.0 million and the amount available for borrowing under the revolving loan commitment was $679.9 million. The Company had letters of credit of $20.1 million and no outstanding borrowings under the revolving loan commitment as of June 28, 2015.
The U.S. Credit Facility contains financial covenants and various other covenants that may adversely affect the Company's ability to, among other things, incur additional indebtedness, incur liens, pay dividends or make certain restricted payments, consummate certain assets sales, enter into certain transactions with JBS USA and the Company's other affiliates, merge, consolidate and/or sell or dispose of all or substantially all of the Company's assets. The U.S. Credit Facility requires the Company to comply with a minimum level of tangible net worth covenant. The U.S. Credit Facility also provides that the Company may not incur capital expenditures in excess of $500.0 million in any fiscal year. The Company is currently in compliance with the covenants under the U.S. Credit Facility.
All obligations under the U.S. Credit Facility will continue to be unconditionally guaranteed by certain of the Company's subsidiaries and will continue to be secured by a first priority lien on (i) the domestic (including Puerto Rico) accounts and inventory of the Company and its subsidiaries, (ii) 100% of the equity interests in the Company's domestic subsidiaries and 65% of the equity interests in the Company's direct foreign subsidiaries and (iii) substantially all of the assets of the Company and the guarantors under the U.S. Credit Facility.

14



Subordinated Loan Agreement
On June 23, 2011, the Company entered into a Subordinated Loan Agreement with JBS USA (the “Subordinated Loan Agreement”). Pursuant to the terms of the Subordinated Loan Agreement, the Company agreed to reimburse JBS USA up to $56.5 million for draws upon any letters of credit issued for JBS USA's account that support certain obligations of the Company or its subsidiaries. JBS USA agreed to arrange for letters of credit to be issued on its account in the amount of $56.5 million to an insurance company serving the Company in order to allow that insurance company to return cash it held as collateral against potential workers compensation, auto and general liability claims. In return for providing this letter of credit, the Company has agreed to reimburse JBS USA for the letter of credit cost the Company would otherwise incur under its U.S. Credit Facility (as defined below). In the thirteen and twenty-six weeks ended June 28, 2015, the Company reimbursed JBS USA $0.1 million and $0.2 million, respectively, for letter of credit costs. As of June 28, 2015, the Company has accrued an obligation of $0.1 million to reimburse JBS USA for letter of credit costs incurred on its behalf. There remains no other commitment of JBS USA to make advances under the Subordinated Loan Agreement.
Mexico Credit Facility
On July 23, 2014, certain of our Mexican subsidiaries entered into an unsecured credit agreement (the “Mexico Credit Facility”) with BBVA Bancomer, S.A. Institución de Banca Multiple, Grupo Financiero BBVA Bancomer, as lender. The loan commitment under the Mexico Credit Facility is 560.0 million Mexican pesos. Outstanding borrowings under the Mexico Credit Facility will accrue interest at a rate equal to the TIIE rate plus 1.05%. The Mexico Credit Facility will mature on July 23, 2017. As of June 28, 2015, the U.S. dollar-equivalent of the loan commitment under the Mexico Credit Facility was $36.0 million, and there were no outstanding borrowings under the Mexico Credit Facility.
10.
INCOME TAXES
The Company recorded income tax expense of $240.6 million, a 35.1% effective tax rate, for the twenty-six weeks ended June 28, 2015 compared to income tax expense of $151.2 million, a 34.4% effective tax rate, for the twenty-six weeks ended June 29, 2014. The income tax expense recognized for the twenty-six weeks ended June 28, 2015 and June 29, 2014, respectively, was primarily the result of the tax expense recorded on the Company's year-to-date income.
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 June 28, 2015, the Company did not believe it had sufficient positive evidence to conclude that realization of its federal capital loss carry forwards and a portion of its foreign net deferred tax assets are more likely than not to be realized.
For the twenty-six weeks ended June 28, 2015 and June 29, 2014, there is tax effect of $4.1 million and $5.7 million, respectively, reflected in other comprehensive income.
For the twenty-six weeks ended June 28, 2015, there is tax effect of $7.8 million reflected in additional paid-in-capital due to excess tax benefits related to compensation on dividend equivalent rights and vested stock awards. For the twenty-six weeks ended June 29, 2014, there is no tax effect reflected in additional paid-in-capital due to excess compensation.
With few exceptions, the Company is no longer subject to U.S. federal, state or local income tax examinations by taxing authorities for years prior to 2009 and is no longer subject to Mexico income tax examinations by taxing authorities for years prior to 2009.
The United States Fifth Circuit Court of Appeals rendered judgment in favor of the Company regarding the IRS' amended proof of claim relating to the tax year ended June 26, 2004 for Gold Kist Inc. (“Gold Kist”). See “Note 15. Commitments and Contingencies” for additional information.
11.
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, nonqualified defined benefit retirement plans, a defined benefit postretirement life insurance plan and defined contribution retirement savings plans. Expenses recognized under all of these retirement plans totaled $1.6 million, $1.4 million, $6.1 million and $2.8 million in the thirteen weeks ended June 28, 2015 and June 29, 2014 and the twenty-six weeks ended June 28, 2015 and June 29, 2014, respectively.

15



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 these defined benefit plans were as follows:
 
Twenty-Six Weeks Ended 
 June 28, 2015
 
Twenty-Six Weeks Ended 
 June 29, 2014
 
Pension Benefits
 
Other Benefits
 
Pension Benefits
 
Other Benefits
Change in projected benefit obligation:
(In thousands)
Projected benefit obligation, beginning of period
$
190,401

 
$
1,657

 
$
170,030

 
$
1,705

Interest cost
3,877

 
34

 
4,052

 
40

Actuarial losses (gains)
(7,033
)
 
(27
)
 
14,864

 
79

Benefits paid
(2,981
)
 
(64
)
 
(6,186
)
 
(74
)
Curtailments and settlements
(13,014
)
 

 

 

Projected benefit obligation, end of period
$
171,250

 
$
1,600

 
$
182,760

 
$
1,750

 
Twenty-Six Weeks Ended 
 June 28, 2015
 
Twenty-Six Weeks Ended 
 June 29, 2014
 
Pension Benefits
 
Other Benefits
 
Pension Benefits
 
Other Benefits
Change in plan assets:
(In thousands)
Fair value of plan assets, beginning of period
$
113,552

 
$

 
$
108,496

 
$

Actual return on plan assets
3,455

 

 
2,977

 

Contributions by employer
3,177

 
64

 
3,328

 
74

Benefits paid
(2,981
)
 
(64
)
 
(6,186
)
 
(74
)
Curtailments and settlements
(13,014
)
 

 

 

Fair value of plan assets, end of period
$
104,189

 
$

 
$
108,615

 
$

 
June 28, 2015
 
December 28, 2014
 
Pension Benefits
 
Other Benefits
 
Pension Benefits
 
Other Benefits
Funded status:
(In thousands)
Unfunded benefit obligation, end of period
$
(67,061
)
 
$
(1,600
)
 
$
(76,849
)
 
$
(1,657
)
 
June 28, 2015
 
December 28, 2014
 
Pension Benefits
 
Other Benefits
 
Pension Benefits
 
Other Benefits
Amounts recognized in the Condensed Consolidated Balance Sheets at end of period:
(In thousands)
Current liability
$
(9,363
)
 
$
(129
)
 
$
(9,373
)
 
$
(129
)
Long-term liability
(57,698
)
 
(1,471
)
 
(67,476
)
 
(1,528
)
Recognized liability
$
(67,061
)
 
$
(1,600
)
 
$
(76,849
)
 
$
(1,657
)
 
June 28, 2015
 
December 28, 2014
 
Pension Benefits
 
Other Benefits
 
Pension Benefits
 
Other Benefits
Amounts recognized in accumulated other comprehensive loss at end of period:
(In thousands)
Net actuarial loss (gain)
$
33,133

 
$
(153
)
 
$
43,907

 
$
(127
)
The accumulated benefit obligation for our defined benefit pension plans was $171.3 million and $190.0 million at June 28, 2015 and December 28, 2014, respectively. Each of our defined benefit pension plans had accumulated benefit obligations that exceeded the fair value of plan assets at June 28, 2015 and December 28, 2014, respectively.

16



Net Periodic Benefit Cost (Income)
Net defined benefit pension and other postretirement costs included the following components:
 
Thirteen Weeks Ended
June 28, 2015
 
Thirteen Weeks Ended
June 29, 2014
 
Pension Benefits
 
Other Benefits
 
Pension Benefits
 
Other Benefits
 
(In thousands)
Interest cost
$
1,939

 
$
17

 
$
2,026

 
$
20

Estimated return on plan assets
(1,671
)
 

 
(1,594
)
 

Settlement loss
210

 

 

 

Amortization of net loss
178

 

 
14

 

Net costs
$
656

 
$
17

 
$
446

 
$
20

 
Twenty-Six Week Ended
June 28, 2015
 
Twenty-Six Weeks Ended
June 29, 2014
 
Pension Benefits
 
Other Benefits
 
Pension Benefits
 
Other Benefits
 
(In thousands)
Interest cost
$
3,877

 
$
34

 
$
4,052

 
$
40

Estimated return on plan assets
(3,342
)
 

 
(3,187
)
 

Settlement loss
3,272

 

 

 

Amortization of net loss
357

 

 
28

 

Net costs
$
4,164

 
$
34

 
$
893

 
$
40

Economic Assumptions
The weighted average assumptions used in determining pension and other postretirement plan information were as follows:
 
June 28, 2015
 
December 28, 2014
 
Pension Benefits
 
Other Benefits
 
Pension Benefits
 
Other Benefits
Assumptions used to measure benefit obligation at end of period:
 
 
 
 
 
 
 
Discount rate
4.56
%
 
4.56
%
 
4.22
%
 
4.22
%
 
Twenty-Six Weeks Ended 
 June 28, 2015
 
Twenty-Six Weeks Ended 
 June 29, 2014
 
Pension Benefits
 
Other Benefits
 
Pension Benefits
 
Other Benefits
Assumptions used to measure net pension and other postretirement cost:
 
 
 
 
 
 
 
Discount rate
4.22
%
 
4.22
%
 
4.95
%
 
4.95
%
Expected return on plan assets
6.00
%
 
NA

 
6.00
%
 
NA

Discount rates were determined based on current investment yields on high-quality corporate long-term bonds. The expected rate of return on plan assets was determined based on the current interest rate environment and historical market premiums relative to the fixed income rates of equities and other asset classes. We also take into consideration anticipated asset allocations, investment strategies and the views of various investment professionals when developing this rate.

17



Plan Assets
The following table reflects the pension plans’ actual asset allocations:
 
June 28, 2015
 
December 28, 2014
Cash and cash equivalents
%
 
%
Pooled separate accounts(a):
 
 
 
Equity securities
7
%
 
6
%
Fixed income securities
6
%
 
6
%
Common collective trust funds(a):
 
 
 
Equity securities
58
%
 
60
%
Fixed income securities
29
%
 
28
%
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 pooled separate accounts is 50% in each of fixed income securities and equity securities and the target asset allocation for the investment of pension assets in the common collective trust funds is 30% in fixed income securities and 70% in equity securities. The plans only invest in fixed income and equity instruments for which there is a ready public market. We develop our 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 our plans invest.
The fair value measurements of plan assets fell into the following levels of the fair value hierarchy as of June 28, 2015 and December 28, 2014:
 
June 28, 2015
 
December 28, 2014
 
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
$
19

 
$

 
$

 
$
19

 
$
33

 
$

 
$

 
$
33

Pooled separate accounts:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Large U.S. equity funds(d)

 
4,036

 

 
4,036

 

 
4,147

 

 
4,147

Small/Mid U.S. equity funds(e)

 
1,030

 

 
1,030

 

 
1,062

 

 
1,062

International equity funds(f)

 
1,711

 

 
1,711

 

 
1,719

 

 
1,719

Fixed income funds(g)

 
6,710

 

 
6,710

 

 
6,609

 

 
6,609

Common collective trusts funds:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Large U.S. equity funds(d)

 
26,964

 

 
26,964

 

 
29,964

 

 
29,964

Small U.S. equity funds(e)

 
15,522

 

 
15,522

 

 
18,411

 

 
18,411

International equity funds(f)

 
18,278

 

 
18,278

 

 
19,730

 

 
19,730

Fixed income funds(g)

 
29,919

 

 
29,919

 

 
31,877

 

 
31,877

Total assets
$
19

 
$
104,170

 
$

 
$
104,189

 
$
33

 
$
113,519

 
$

 
$
113,552

(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.

18



(g)
This category is comprised of investment options that invest in bonds, or debt of a company or government entity (including U.S. and non-U.S. entities). It may also include real estate investment options that directly own property. These investment options typically carry more risk than short-term fixed income investment options (including, for real estate investment options, liquidity risk), but less overall risk than equities.
The valuation of plan assets 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. Level 2 securities primarily include equity and fixed income securities funds.
Benefit Payments
The following table reflects the benefits as of June 28, 2015 expected to be paid through 2024 from our pension and other postretirement plans. Because our pension plans are primarily funded plans, the anticipated benefits with respect to these plans will come primarily from the trusts established for these plans. Because our other postretirement plans are unfunded, the anticipated benefits with respect to these plans will come from our own assets.
 
Pension Benefits
 
Other Benefits
 
(In thousands)
2015 (remaining)
$
6,729

 
$
64

2016
12,937

 
130

2017
12,502

 
130

2018
11,769

 
130

2019
11,278

 
130

2020-2024
52,157

 
627

Total
$
107,372

 
$
1,211

We anticipate contributing $6.2 million and less than $0.1 million, as required by funding regulations or laws, to our pension and other postretirement plans, respectively, during the remainder of 2015.
Unrecognized Benefit Amounts in Accumulated Other Comprehensive Loss
The amounts in accumulated other comprehensive loss that were not recognized as components of net periodic benefits cost and the changes in those amounts are as follows:
 
Twenty-Six Weeks Ended 
 June 28, 2015
 
Twenty-Six Weeks Ended 
 June 29, 2014
 
Pension Benefits
 
Other Benefits
 
Pension Benefits
 
Other Benefits
 
(In thousands)
Net actuarial loss (gain), beginning of period
$
43,907

 
$
(127
)
 
$
16,957

 
$
(126
)
Amortization
(357
)
 

 
(28
)
 

Curtailment and settlement adjustments
(3,272
)
 

 

 

Actuarial loss (gain)
(7,033
)
 
(26
)
 
14,864

 
79

Asset loss (gain)
(112
)
 

 
210

 

Net actuarial loss (gain), end of period
$
33,133

 
$
(153
)
 
$
32,003

 
$
(47
)
The Company expects to recognize in net pension cost throughout the remainder of 2015 an actuarial loss of $0.4 million that was recorded in accumulated other comprehensive loss at June 28, 2015.
Remeasurement
The Company remeasures both plan assets and obligations on a quarterly basis.

19



12.
STOCKHOLDERS' EQUITY
Accumulated Other Comprehensive Loss
The following tables provide information regarding the changes in accumulated other comprehensive loss:
 
Twenty-Six Weeks Ended June 28, 2015(a)
 
Twenty-Six Weeks Ended June 29, 2014(a)
 
Losses Related to Pension and Other Postretirement Benefits
 
Unrealized Holding Gains on Available-for-Sale Securities
 
Total
 
Losses Related to Pension and Other Postretirement Benefits
 
Unrealized Holding Gains on Available-for-Sale Securities
 
Total
 
(In thousands)
Balance, beginning of period
$
(62,572
)
 
$
31

 
$
(62,541
)
 
$
(45,797
)
 
$
62

 
$
(45,735
)
Other comprehensive income (loss)
     before reclassifications
6,501

 
43

 
6,544

 
(9,432
)
 
69

 
(9,363
)
Amounts reclassified from accumulated
     other comprehensive loss to net
     income
222

 
(63
)
 
159

 
17

 
(98
)
 
(81
)
Net current period other comprehensive
     income (loss)
6,723

 
(20
)
 
6,703

 
(9,415
)
 
(29
)
 
(9,444
)
Balance, end of period
$
(55,849
)
 
$
11

 
$
(55,838
)
 
$
(55,212
)
 
$
33

 
$
(55,179
)
(a)
All amounts are net of tax. Amounts in parentheses indicate debits to accumulated other comprehensive loss.
 
 
Amount Reclassified from Accumulated Other Comprehensive Loss(a)
 
 
Details about Accumulated Other Comprehensive Loss Components
 
Twenty-Six Weeks Ended
June 28, 2015
 
Twenty-Six Weeks Ended
June 29, 2014
 
Affected Line Item in the Condensed Consolidated Statements of Operations
 
 
(In thousands)
 
 
Realized gain on sale of securities
 
$
101

 
$
157

 
Selling, general and administrative expense
Amortization of defined benefit pension and
     other postretirement plan actuarial losses:
 
 
 
 
 
 
Union employees pension plan(b)(d)
 
(12
)
 

 
Cost of sales
Legacy Gold Kist plans(c)(d)
 
(108
)
 

 
Cost of sales
Legacy Gold Kist plans(c)(d)
 
(237
)
 
(28
)
 
Selling, general and administrative expense
Total before tax
 
(256
)
 
129

 
 
Tax benefit (expense)
 
97

 
(48
)
 
 
Total reclassification for the period
 
$
(159
)
 
81

 
 
(a)
Amounts in parentheses represent debits to results of operations.
(b)
The Company sponsors the Pilgrim's Pride Retirement Plan for Union Employees, a qualified defined benefit pension plan covering certain locations or work groups with collective bargaining agreements.
(c)
The Company sponsors the Pilgrim's Pride Plan for Legacy Gold Kist Employees, a qualified defined benefit pension plan covering certain eligible U.S. employees who were employed at locations that the Company purchased through its acquisition of Gold Kist in 2007, the Former Gold Kist Inc. Supplemental Executive Retirement Plan, a nonqualified defined benefit retirement plan covering certain former Gold Kist executives, the Former Gold Kist Inc. Directors' Emeriti Plan, a nonqualified defined benefit retirement plan covering certain former Gold Kist directors, and the Gold Kist Inc. Retiree Life Insurance Plan, a defined benefit postretirement life insurance plan covering certain retired Gold Kist employees.
(d)
These accumulated other comprehensive income components are included in the computation of net periodic pension cost. See “Note 11. Pension and Other Postretirement Benefits” to the Condensed Consolidated Financial Statements.
Special Cash Dividend
On February 17, 2015, the Company paid a special cash dividend from retained earnings of approximately $1.5 billion, or $5.77 per share, to stockholders of record as of January 30, 2015. The Company used proceeds from the U.S. Credit Facility, along with cash on hand, to fund the special cash dividend.

20



Restrictions on Dividends
Both the U.S. Credit Facility and the indenture governing the Senior Notes restrict, but do not prohibit, the Company from declaring dividends.
13.
INCENTIVE COMPENSATION
The Company sponsors a short-term incentive plan that provides the grant of either cash or share-based bonus awards payable upon achievement of specified performance goals (the “STIP”). Full-time, salaried exempt employees of the Company and its affiliates who are selected by the administering committee are eligible to participate in the STIP. The Company has accrued $14.8 million in costs related to the STIP at June 28, 2015 related to cash bonus awards that could potentially be awarded during the remainder of 2015 and 2016.
The Company also sponsors a performance-based, omnibus long-term incentive plan that provides for the grant of a broad range of long-term equity-based and cash-based awards to the Company's officers and other employees, members of the Board of Directors and any consultants (the “LTIP”). The equity-based awards that may be granted under the LTIP include “incentive stock options,” within the meaning of the Internal Revenue Code, nonqualified stock options, stock appreciation rights, restricted stock awards (“RSAs”) and restricted stock units (“RSUs”). At June 28, 2015, we have reserved approximately 5.1 million shares of common stock for future issuance under the LTIP.
The following awards were outstanding during the twenty-six weeks ended June 28, 2015:
Award Type
 
Benefit
Plan
 
Awards Granted
 
Grant
Date
 
Grant Date Fair Value per Award(a)
 
Vesting Condition
 
Vesting Date
 
Vesting Date Fair Value per Award(a)
 
Estimated Forfeiture Rate
 
Awards Forfeited to Date
 
Settlement Method
RSU
 
LTIP
 
608,561

 
02/04/2013
 
$
8.89

 
Service
 
12/31/2014
 
$
32.79

 
9.66
%
 
144,382

 
Stock
RSA
 
LTIP
 
15,000

 
02/25/2013
 
8.72

 
Service
 
02/24/2015
 
27.55

 
%
 

 
Stock
RSA
 
LTIP
 
15,000

 
02/25/2013
 
8.72

 
Service
 
02/24/2016
 
 
 
%
 
15,000

 
Stock
RSU
 
LTIP
 
206,933

 
02/26/2013
 
8.62

 
Service
 
12/31/2014
 
32.79

 
%
 

 
Stock
RSU
 
LTIP
 
462,518

 
02/19/2014
 
16.70

 
Service
 
12/31/2016
 
 
 
13.49
%
 
61,669

 
Stock
RSU
 
LTIP
 
269,662

 
03/03/2014
 
17.18

 
Performance / Service
 
12/31/2017
 
 
 
12.34
%
 
23,499

 
Stock
RSU
 
LTIP
 
158,226

 
02/26/2015
 
27.51

 
Performance / Service
 
12/31/2018
 
 
 
(b)

 
13,158

 
Stock
(a)
The fair value of each RSA and RSU granted or vested represents the closing price of the Company's common stock on the respective grant date or vesting date.
(b)
The estimated forfeiture rate for these awards will be set if or when performance conditions associated with the awards are satisfied.
Compensation costs and the income tax benefit recognized for our share-based compensation arrangements are included below:
 
Thirteen Weeks Ended
 
Twenty-Six Weeks Ended
 
June 28, 2015
 
June 29, 2014
 
June 28, 2015
 
June 29, 2014
 
(In thousands)
Share-based compensation cost: