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): November 13, 2012
PILGRIM'S PRIDE
CORPORATION
(Exact Name of registrant as
specified in its charter)
| Delaware | 1-9273 | 75-1285071 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS 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 |
| 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:
| o | Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 Regulation FD Disclosure
Attached hereto as Exhibit 99.1 is information regarding Pilgrim's Pride Corporation pension and other postretirement benefits disclosed by JBS S.A. in their quarterly financial report submitted to the Comissão de Valores Mobiliários on November 13, 2012.
The information furnished in Item 7.01 and in Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any of Pilgrim's Pride Corporation's filings under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description | |
99.1 |
Information regarding Pilgrim's Pride Corporation pension and other postretirement benefits disclosed by JBS S.A. in their quarterly financial report submitted to the Comissão de Valores Mobiliários on November 13, 2012 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PILGRIM'S PRIDE CORPORATION | ||||
| Date: | November 14, 2012 | By: | /s/ Fabio Sandri | |
| Fabio Sandri | ||||
| Chief Financial Officer | ||||
Exhibit Index
| Exhibit Number | Description | |
|
99.1 |
Information regarding Pilgrim's Pride Corporation pension and other postretirement benefits disclosed by JBS S.A. in their quarterly financial report submitted to the Comissão de Valores Mobiliários on November 13, 2012 |
Exhibit 99.1
PILGRIM'S PRIDE
CORPORATION
PENSION AND OTHER POSTRETIREMENT BENEFITS
(Unaudited)
Defined Benefit Plans Obligations and Assets
The following tables provide reconciliations of the changes in the plans’ projected benefit obligations and fair value of assets as well as statements of the funded status, balance sheet reporting and economic assumptions for these plans:
| Thirty-Nine Weeks Ended September 23, 2012 | ||||||||
| Pension Benefits | Other Benefits | |||||||
| (In thousands) | ||||||||
| Change in projected benefit obligation: | ||||||||
| Projected benefit obligation, December 25, 2011 | $ | 167,931 | $ | 1,961 | ||||
| Service cost | 38 | — | ||||||
| Interest cost | 6,204 | 72 | ||||||
| Actuarial losses | 18,798 | 227 | ||||||
| Benefits paid | (4,760 | ) | (124 | ) | ||||
| Projected benefit obligation, September 23, 2012 | $ | 188,211 | $ | 2,136 | ||||
| Thirty-Nine Weeks Ended September 23, 2012 | ||||||||
| Pension Benefits | Other Benefits | |||||||
| (In thousands) | ||||||||
| Change in plan assets: | ||||||||
| Fair value of plan assets, December 25, 2011 | $ | 81,193 | $ | — | ||||
| Actual return on plan assets | 6,927 | — | ||||||
| Contributions by employer | 9,310 | 124 | ||||||
| Benefits paid | (4,760 | ) | (124 | ) | ||||
| Fair value of plan assets, September 23, 2012 | $ | 92,670 | $ | — | ||||
| September 23, 2012 | ||||||||
| Pension Benefits | Other Benefits | |||||||
| (In thousands) | ||||||||
| Funded status: | ||||||||
| Fair value of plan assets | $ | 92,670 | $ | — | ||||
| Benefit obligations | (188,211 | ) | (2,136 | ) | ||||
| Funded status of plans | $ | (95,541 | ) | $ | (2,136 | ) | ||
| September 23, 2012 | ||||||||
| Pension Benefits | Other Benefits | |||||||
| (In thousands) | ||||||||
| Amounts recognized in the consolidated balance sheet: | ||||||||
| Current liabilities | $ | 10,907 | $ | 209 | ||||
| Long-term liabilities | 84,634 | 1,927 | ||||||
| Recognized liabilities | $ | 95,541 | $ | 2,136 | ||||
| September 23, 2012 | |||
| Pension Benefits | Other Benefits | ||
| Economic assumptions: | |||
| Discount rate | 4.20% | 4.22% | |
| Rate of increase in compensation levels | 3.00% | NA | |
The accumulated benefit obligation for all defined benefit plans was $190.3 million at September 23, 2012. All of the Company’s defined benefit plans had an accumulated benefit obligation in excess of plan assets at September 23, 2012.
Plan Assets
The following table reflects the pension plans’ actual asset allocations:
| September 23, 2012 | |
| Cash and money market funds | — |
| Equity securities | 70% |
| Debt securities | 30% |
| Total assets | 100% |
Absent regulatory or statutory limitations, the target asset allocation for the investment of the assets for our ongoing pension plans is 30% in debt securities and 70% in equity securities. The plans only invest in debt 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 debt 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:
| September 23, 2012 | |||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||
| (In thousands) | |||||||||||
| Cash and money market funds | $ | 118 | $ | — | $ | — | $ | 118 | |||
| Equity securities | — | 65,052 | — | 65,052 | |||||||
| Debt securities | — | 27,500 | — | 27,500 | |||||||
| Total | $ | 118 | $ | 92,552 | $ | — | $ | 92,670 | |||
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 September 23, 2012 expected to be paid through 2021 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) | |||||
| September 24, 2012 through December 30, 2012 | $ | 2,810 | $ | 83 | |
| 2013 | 10,796 | 168 | |||
| 2014 | 10,666 | 170 | |||
| 2015 | 10,250 | 171 | |||
| 2016 | 10,368 | 171 | |||
| 2017-2021 | 49,860 | 817 | |||
| Total | $ | 94,750 | $ | 1,580 | |
We anticipate contributing $10.9 million and $0.2 million to our pension and other postretirement plans, respectively, during 2012.
Amounts Included in Accumulated Other Comprehensive Income (Loss)
Pre-tax amounts included in accumulated other comprehensive income (loss) that have not yet been recognized in net periodic benefit plan cost and the changes in those amounts are as follows:
| Thirty-Nine Weeks Ended September 23, 2012 | |||||||
| Pension Benefits | Other Benefits | ||||||
| (In thousands) | |||||||
| Net actuarial gain (loss), December 25, 2011 | $ | (31,108 | ) | $ | 217 | ||
| Amortization | 348 | (2 | ) | ||||
| Liability loss | (18,798 | ) | (226 | ) | |||
| Asset gain | 2,539 | — | |||||
| Net actuarial loss, September 23, 2012 | $ | (47,019 | ) | $ | (11 | ) | |