UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of
1934
Date
of report (Date of earliest event reported): February 4, 2010
PILGRIM'S PRIDE
CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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1-9273
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75-1285071
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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4845 US Hwy. 271 N.
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Pittsburg,
Texas
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75686-0093
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(Address
of Principal Executive Offices)
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(ZIP
Code)
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Registrant's
telephone number, including area code: (903) 434-1000
Not Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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q
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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q
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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q
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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q
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)
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Item 7.01
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Regulation FD
Disclosure
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Attached
hereto as Exhibit 99.1 is certain supplemental historical financial
information of Pilgrim’s Pride Corporation.
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Exhibit
Number
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Description
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99.1
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Supplemental
Historical Financial Information
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Signature
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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PILGRIM’S PRIDE
CORPORATION
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Date: February
4, 2010
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By:
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/s/ Gary
D. Tucker
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Gary
D. Tucker
Principal
Financial Officer
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Exhibit Index
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Exhibit
Number
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Description
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99.1
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Supplemental
Historical Financial Information
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Pilgrim's Pride
Corporation
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Net Sales by Primary Market
Line
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for the Three
Months Ended:
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The
following table sets forth net sales attributable to each of our primary
product lines and markets served with those products. We based the table
on our internal sales reports and their classification of product types
and customers. The information in these tables should be read in
conjunction with the information in our SEC filings, including the
discussion of our primary product lines and markets served with those
products included in our most recent Annual Report on Form
10-K.
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(in
thousands)
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Dec
27,
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Dec
27,
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||||||
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2009
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2008
(a)
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Chicken
Sales:
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United
States
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Prepared
Foods:
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Foodservice
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$ | 420,944 | $ | 494,169 | ||||
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Retail
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$ | 114,866 | $ | 123,784 | ||||
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Total
Prepared Foods
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$ | 535,810 | $ | 617,953 | ||||
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Fresh
Chicken:
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Foodservice
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$ | 437,782 | $ | 564,544 | ||||
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Retail
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$ | 225,636 | $ | 222,029 | ||||
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Total
Fresh Chicken
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$ | 663,418 | $ | 786,573 | ||||
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Export
and Other
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Export:
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Prepared
Foods
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$ | 21,353 | $ | 22,898 | ||||
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Chicken
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$ | 110,197 | $ | 154,430 | ||||
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Total
Export
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$ | 131,550 | $ | 177,328 | ||||
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Other
Chicken By Products
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$ | 3,427 | $ | 5,110 | ||||
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Total
Export and Other
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$ | 134,976 | $ | 182,438 | ||||
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Total
U.S. Chicken
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$ | 1,334,204 | $ | 1,586,964 | ||||
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Mexico:
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$ | 127,557 | $ | 145,242 | ||||
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Total
Chicken Sales
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$ | 1,461,761 | $ | 1,732,207 | ||||
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Total
Prepared Foods
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$ | 557,163 | $ | 640,851 | ||||
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Sale
of Other Products
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U.S.
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$ | 132,500 | $ | 135,594 | ||||
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Mexico
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$ | 8,473 | $ | 9,191 | ||||
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Total
Other Products
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$ | 140,973 | $ | 144,784 | ||||
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Total
Net Sales
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$ | 1,602,734 | $ | 1,876,991 | ||||
(a) On
December 1, 2008, the company and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 of Title 11 of the United States
Code in the United States Bankruptcy Court for the Northern District of Texas,
Fort Worth Division.
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Dec
27,
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Dec
27,
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|||||||
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2009
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2008
(a)
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Chicken
Sales:
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U.S.
Chicken Sales:
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Prepared
Foods:
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Foodservice
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31.5 | % | 31.2 | % | ||||
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Retail
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8.6 | % | 7.8 | % | ||||
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Total
Prepared Foods
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40.1 | % | 39.0 | % | ||||
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Fresh
Chicken:
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Foodservice
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32.8 | % | 35.6 | % | ||||
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Retail
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16.9 | % | 14.0 | % | ||||
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Total
Fresh Chicken
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49.7 | % | 49.6 | % | ||||
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Export
and Other
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Export:
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Prepared
Foods
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1.6 | % | 1.4 | % | ||||
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Chicken
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8.3 | % | 9.7 | % | ||||
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Total
Export
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9.9 | % | 11.1 | % | ||||
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Other
Chicken By Products
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0.3 | % | 0.3 | % | ||||
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Total
Export and Other
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10.2 | % | 11.4 | % | ||||
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Total
U.S. Chicken
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100.0 | % | 100.0 | % | ||||
(a) On
December 1, 2008, the company and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 of Title 11 of the United States
Code in the United States Bankruptcy Court for the Northern District of Texas,
Fort Worth Division.
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Pilgrim's Pride
Corporation
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Selected Financial
Data
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for the Three Months
Ended:
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Our
selected financial data is derived from our financial statements.
Historical results should not be taken as necessarily indicative of the
results that may be expected for any future period. You should read this
financial data in conjunction with the appropriate period financial
statements and the related notes and "Management's Discussion and Analysis
of Results of Operations and Financial Condition" included in our SEC
filings.
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12/27/09
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12/27/2008
(c)
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Income
Statement Data:
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Net
sales
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$ | 1,602,734 | $ | 1,876,991 | ||||
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Non-recurring
recoveries
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- | - | ||||||
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Asset
impairment & restructuring charges
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2,877 | - | ||||||
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Gross
margin
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82,584 | (83,382 | ) | |||||
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Goodwill
Impairment
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- | - | ||||||
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Selling,
general and administrative expenses
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76,354 | 92,437 | ||||||
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Restructuring
and related costs
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(1,359 | ) | 2,422 | |||||
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Operating
income (loss)
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7,589 | (178,241 | ) | |||||
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Interest
expense, net
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44,193 | 39,038 | ||||||
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Miscellaneous,
net
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(884 | ) | (1,440 | ) | ||||
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Loss
on Early Extinguishment of Debt
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- | - | ||||||
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Income
(loss) before restructuring & income taxes from continuing
operations
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(35,720 | ) | (215,839 | ) | ||||
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Reorganization
items, net
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32,726 | 13,250 | ||||||
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Income
tax expense (benefit)
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(102,371 | ) | 278 | |||||
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Income
(loss) from continuing operations
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33,925 | (229,367 | ) | |||||
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Extraordinary
charge - net of tax
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- | - | ||||||
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Income(loss)
from operation of discontinued business, net of tax
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- | 574 | ||||||
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Gain
on sale of discontinued business, net of tax
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- | - | ||||||
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Net
income (loss)
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$ | 33,925 | $ | (228,793 | ) | |||
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Per Common Share
Data:
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Income
(loss) from continuing operations
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$ | 0.44 | $ | (3.10 | ) | |||
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Extraordinary
charge - early repayment of debt
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- | - | ||||||
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Income(loss)
from operation of discontinued business, net of tax
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- | - | ||||||
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Gain
on sale of discontinued business, net of tax
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- | 0.01 | ||||||
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Net
Income (loss)
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$ | 0.44 | $ | (3.09 | ) | |||
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Cash
dividends
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$ | - | $ | - | ||||
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Book
value
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$ | 2.41 | $ | 1.64 | ||||
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Balance Sheet Summary:
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Working
capital
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$ | 658,378 | $ | 757,781 | ||||
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Total
assets
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$ | 3,209,463 | $ | 3,215,103 | ||||
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Notes
payable and current maturities of long-term debt
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$ | 238,072 | $ | 101,192 | ||||
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Long-term
debt, less current maturities
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$ | 1,859,400 | $ | 41,520 | ||||
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Total
debt
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$ | 2,097,472 | $ | 2,090,565 | ||||
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Senior
secured debt (included in Total Debt)
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$ | - | $ | - | ||||
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Total
stockholders' equity
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$ | 186,294 | $ | 123,039 | ||||
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Cash
Flow Summary:
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Operating
cash flow
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$ | (4,057 | ) | $ | (111,737 | ) | ||
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Depreciation & amortization
(a)
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$ | 56,705 | $ | 60,158 | ||||
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Capital
expenditures
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$ | 30,463 | $ | 29,028 | ||||
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Business
acquisitions
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$ | - | $ | - | ||||
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Financing
activities, net
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$ | 48,250 | $ | 119,464 | ||||
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Cashflow
Ratios:
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EBITDA (b)
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$ | 31,015 | $ | (131,437 | ) | |||
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EBITDA
(last four qtrs.)
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$ | 375,432 | $ | (1,010,348 | ) | |||
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Key
Indicators (as a percentage of net sales):
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Gross
margin
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5.2 | % | -4.4 | % | ||||
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Selling,
general and adminstrative expenses
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4.8 | % | 4.9 | % | ||||
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Operating
income (loss)
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0.5 | % | -9.5 | % | ||||
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Interest
expense, net
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2.8 | % | 2.1 | % | ||||
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Net
income (loss)
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2.1 | % | -12.2 | % | ||||
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(a)
Includes amortization of capitalized financing costs of
approximately
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$ 1,437
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$ 1,544
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(b)
“EBITDA” is defined as the sum of income (loss) from continuing operations
plus interest, taxes, depreciation and amortization. “Adjusted EBITDA” is
defined as the sum of EBITDA plus restructuring charges and reorganization
items. 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 accounting principles generally accepted in the US (“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 from continuing operations. The Company also believes that
Adjusted EBITDA, in combination with the Company's financial results
calculated in accordance with GAAP, provides investors with additional
perspective regarding the impact of certain significant items on EBITDA
and facilitates a more direct comparison of its performance with its
competitors. EBITDA and Adjusted EBITDA are not measurements of financial
performance under GAAP. They should not be considered as an alternative to
cash flow from operating activities or as a measure of liquidity or an
alternative to net income as indicators of our operating performance or
any other measures of performance derived in accordance with
GAAP.
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Net
Income from continuing operations
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$ | 33,925 | $ | (229,367 | ) | |||
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Add:
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Income
Tax Expense (benefit)
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(102,371 | ) | 278 | |||||
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Interest
expense, net
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44,193 | 39,038 | ||||||
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Depreciation
and amortization from continued operations
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56,705 | 60,158 | ||||||
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Minus:
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Amortization
of capitalized financing costs
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1,437 | 1,544 | ||||||
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EBITDA
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$ | 31,015 | $ | (131,437 | ) | |||
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Add:
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Restructuring
charges, net
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1,518 | 2,422 | ||||||
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Reorganization
items, net
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32,726 | 13,250 | ||||||
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Adjusted
EBITDA
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$ | 65,259 | $ | (115,765 | ) |
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(c)
On December 1, 2008, the company and certain of its subsidiaries filed
voluntary petitions for reorganization under Chapter 11 of Title 11 of the
United States Code in the United States Bankruptcy Court for the Northern
District of Texas, Fort Worth
Division.
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Pilgrim's Pride
Corporation
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Sales
Segments
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for Three
Months Ended:
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Our
chicken segment and our sales of other product segment include sales
of products that we produce and purchase for resale in the United
States and Mexico. Both of these segments conduct separate operations
in the United States and Mexico and are reported as two
seprarate geographical areas. Our turkey segment includes sales of turkey
products produced and purchased for resale. Our turkey operations are
exclusively in the United States.
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Inter-area
sales and inter-segment sales, which are not material, are accounted for
at prices comparable to normal trade customer sales. Fixed assets by
segment and geographic area are those assets which are used in our
operations in each segment or area. Corporate assets are included with
chicken and other products. You should read this financial data in
conjunction with the appropriate period financial statements and the
related notes and "Management's Discussion and Analysis of Results of
Operations and Financial Condition" included in our SEC
filings.
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(In
thousands)
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12/27/2009
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12/27/2008
(b)
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Net
Sales to Customers:
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Chicken:
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United
States
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$ | 1,334,205 | $ | 1,586,965 | ||||
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Mexico
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127,556 | 136,051 | ||||||
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Sub-total
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1,461,761 | 1,723,016 | ||||||
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Other
Products:
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United
States
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132,500 | 144,784 | ||||||
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Mexico
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8,473 | 9,191 | ||||||
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Sub-total
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140,973 | 153,975 | ||||||
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Total
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$ | 1,602,734 | $ | 1,876,991 | ||||
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Operating
Income:
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Chicken:
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United
States
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$ | 2,956 | $ | (179,448 | ) | |||
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Mexico
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(3,655 | ) | (7,217 | ) | ||||
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Sub-total
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(699 | ) | (186,665 | ) | ||||
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Other
Products:
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United
States
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8,199 | 8,965 | ||||||
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Mexico
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1,607 | 1,881 | ||||||
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Sub-total
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9,806 | 10,846 | ||||||
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Operational
Restructuring Charges
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(2,877 | ) | - | |||||
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Administrative
Restructuring Items, net
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1,359 | (2,422 | ) | |||||
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Total
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$ | 7,589 | $ | (178,241 | ) | |||
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Depreciation and Amortization:
(a)
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Chicken:
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United
States
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$ | 50,216 | $ | 53,609 | ||||
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Mexico
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2,274 | 2,437 | ||||||
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Sub-total
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52,490 | 56,046 | ||||||
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Other
Products:
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United
States
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4,160 | 4,054 | ||||||
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Mexico
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55 | 58 | ||||||
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Sub-total
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4,215 | 4,112 | ||||||
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Total
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$ | 56,705 | $ | 60,158 | ||||
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Total
Assets:
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Chicken:
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United
States
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$ | 2,665,163 | $ | 2,674,592 | ||||
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Mexico
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377,674 | 343,794 | ||||||
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Sub-total
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3,042,837 | 3,018,386 | ||||||
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Other
Products:
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United
States
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162,927 | 192,708 | ||||||
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Mexico
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3,699 | 4,009 | ||||||
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Sub-total
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166,626 | 196,717 | ||||||
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Total
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$ | 3,209,463 | $ | 3,215,103 | ||||
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Capital
Expenditures:
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Chicken:
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United
States
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$ | 30,153 | $ | 18,493 | ||||
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Mexico
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491 | 120 | ||||||
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Sub-total
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30,644 | 18,613 | ||||||
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Other
Products:
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United
States
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(181 | ) | 10,415 | |||||
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Mexico
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- | - | ||||||
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Sub-total
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(181 | ) | 10,415 | |||||
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Total
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$ | 30,463 | $ | 29,028 | ||||
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(a) Includes
amortization of capitalized financing costs of
approximately
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$ 1,437
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$
1,544
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(b)
On December 1, 2008, the company and certain of its subsidiaries filed
voluntary petitions for reorganization under Chapter 11 of Title 11 of the
United States Code in the United States Bankruptcy Court for the Northern
District of Texas, Fort Worth
Division.
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