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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2024
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
 https://cdn.kscope.io/a1c3153358678eff61ed2cb065bacc5c-pilgrimslogoa04a01a01a01a03.jpg

PILGRIM’S PRIDE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware75-1285071
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
1770 Promontory Circle80634-9038
GreeleyCO
(Address of principal executive offices)(Zip code)
Registrant’s telephone number, including area code: (970506-8000
Former name, former address and former fiscal year, if changed since last report: Not Applicable
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Common Stock, Par Value $0.01PPCThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated FilerýAccelerated Filer 
Non-accelerated FilerSmaller reporting company 
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  ý
Number of shares outstanding of the issuer’s common stock, $0.01 par value per share, as of July 31, 2024, was 237,123,076.





INDEX
PILGRIM’S PRIDE CORPORATION
Item 1.
Condensed Consolidated Financial Statements
Item 2.
Item 3.
Item 4.
Item 1.
Item 1A.
Item 5.
Item 6.



1


Table of Contents
PART I.     FINANCIAL INFORMATION
ITEM 1.     CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
PILGRIM’S PRIDE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
June 30, 2024December 31, 2023
 (In thousands)
Cash and cash equivalents$1,317,087 $697,748 
Restricted cash and restricted cash equivalents17,039 33,475 
Trade accounts and other receivables, less allowance for credit losses1,045,860 1,129,178 
Accounts receivable from related parties2,055 1,778 
Inventories1,806,244 1,985,399 
Income taxes receivable93,259 161,062 
Prepaid expenses and other current assets230,610 195,831 
Total current assets4,512,154 4,204,471 
Deferred tax assets31,980 4,890 
Other long-lived assets53,236 35,646 
Operating lease assets, net270,872 266,707 
Intangible assets, net828,902 853,983 
Goodwill1,258,285 1,286,261 
Property, plant and equipment, net3,123,028 3,158,403 
Total assets$10,078,457 $9,810,361 
Accounts payable$1,337,691 $1,410,576 
Accounts payable to related parties23,331 41,254 
Revenue contract liabilities67,176 84,958 
Accrued expenses and other current liabilities999,075 926,727 
Income taxes payable56,487 31,678 
Current maturities of long-term debt585 674 
Total current liabilities2,484,345 2,495,867 
Noncurrent operating lease liabilities, less current maturities212,219 203,348 
Long-term debt, less current maturities3,183,095 3,340,841 
Deferred tax liabilities419,366 385,548 
Other long-term liabilities33,951 40,180 
Total liabilities6,332,976 6,465,784 
Common stock2,621 2,620 
Treasury stock(544,687)(544,687)
Additional paid-in capital1,986,198 1,978,849 
Retained earnings2,571,797 2,071,073 
Accumulated other comprehensive loss(284,390)(176,483)
Total Pilgrim’s Pride Corporation stockholders’ equity3,731,539 3,331,372 
Noncontrolling interest13,942 13,205 
Total stockholders’ equity3,745,481 3,344,577 
Total liabilities and stockholders’ equity$10,078,457 $9,810,361 
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.


2


PILGRIM’S PRIDE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
 Three Months EndedSix Months Ended
 June 30, 2024June 25, 2023June 30, 2024June 25, 2023
 (In thousands, except per share data)
Net sales$4,559,314 $4,308,091 $8,921,248 $8,473,719 
Cost of sales3,867,688 4,029,666 7,845,713 8,022,247 
Gross profit691,626 278,425 1,075,535 451,472 
Selling, general and administrative expense214,161 148,436 333,237 282,114 
Restructuring activities36,675 29,718 51,234 37,744 
Operating income440,790 100,271 691,064 131,614 
Interest expense, net of capitalized interest31,201 47,152 72,444 89,814 
Interest income(15,863)(7,628)(26,209)(11,228)
Foreign currency transaction losses (gains)(2,225)16,395 (6,562)34,538 
Miscellaneous, net504 (1,331)(2,782)(23,984)
Income before income taxes427,173 45,683 654,173 42,474 
Income tax expense (benefit)100,650 (15,225)152,712 (24,065)
Net income326,523 60,908 501,461 66,539 
Less: Net income attributable to noncontrolling interests220 452 737 896 
Net income attributable to Pilgrim’s Pride Corporation$326,303 $60,456 $500,724 $65,643 
Weighted average shares of Pilgrim’s Pride Corporation common stock outstanding:
Basic236,943 236,733 236,894 236,659 
Effect of dilutive common stock equivalents790 476 721 527 
Diluted237,733 237,209 237,615 237,186 
Net income attributable to Pilgrim’s Pride Corporation per share of common stock outstanding:
Basic$1.38 $0.26 $2.11 $0.28 
Diluted$1.37 $0.25 $2.11 $0.28 
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)
Three Months EndedSix Months Ended
June 30, 2024June 25, 2023June 30, 2024June 25, 2023
(In thousands)
Net income$326,523 $60,908 $501,461 $66,539 
Other comprehensive income (loss):
Foreign currency translation adjustment:
Gains (losses) arising during the period(81,646)101,281 (114,136)143,925 
Derivative financial instruments designated as cash flow hedges:
Gains (losses) arising during the period1,542 (1,677)2,007 (1,659)
Reclassification to net earnings for gains realized(1,020)(285)(2,061)(349)
Available-for-sale securities:
Gains (losses) arising during the period152 (94)152 (54)
Income tax effect(37)23 (37)13 
Reclassification to net earnings for losses (gains) realized(226)47 (234)29 
Income tax effect55 (12)57 (7)
Defined benefit plans:
Gains arising during the period3,980 5,760 8,119 9,993 
Income tax effect(981)(2,546)(2,035)(3,127)
Reclassification to net earnings of losses realized204 266 344 448 
Income tax effect(49)(63)(83)(106)
Total other comprehensive income (loss), net of tax(78,026)102,700 (107,907)149,106 
Comprehensive income248,497 163,608 393,554 215,645 
Less: Comprehensive income attributable to noncontrolling interests220 452 737 896 
Comprehensive income attributable to Pilgrim’s Pride Corporation$248,277 $163,156 $392,817 $214,749 
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.


4


PILGRIM’S PRIDE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
Six Months Ended June 30, 2024Common StockTreasury StockAdditional
Paid-in
Capital
Retained EarningsAccumulated
Other
Comprehensive
Loss
Noncontrolling
Interest
Total
SharesAmountSharesAmount
(In thousands)
Balance at December 31, 2023261,931 $2,620 (25,142)$(544,687)$1,978,849 $2,071,073 $(176,483)$13,205 $3,344,577 
Net income— — — — — 500,724 — 737 501,461 
Other comprehensive loss, net of tax— — — — — — (107,907)— (107,907)
Stock-based compensation plans:
Common stock issued under compensation plans153 1 — — (1)— — —  
Requisite service period recognition— — — — 7,350 — — — 7,350 
Balance at June 30, 2024262,084 $2,621 (25,142)$(544,687)$1,986,198 $2,571,797 $(284,390)$13,942 $3,745,481 
Three Months Ended June 30, 2024Common StockTreasury StockAdditional
Paid-in
Capital
Retained EarningsAccumulated
Other
Comprehensive
Loss
Noncontrolling
Interest
Total
SharesAmountSharesAmount
(In thousands)
Balance at March 31, 2024262,084 $2,621 (25,142)$(544,687)$1,983,592 $2,245,494 $(206,364)$13,722 $3,494,378 
Net income— — — — — 326,303 — 220 326,523 
Other comprehensive loss, net of tax— — — — — — (78,026)— (78,026)
Stock-based compensation plans:
Requisite service period recognition— — — — 2,606 — — — 2,606 
Balance at June 30, 2024262,084 $2,621 (25,142)$(544,687)$1,986,198 $2,571,797 $(284,390)$13,942 $3,745,481 


5


Six Months Ended June 25, 2023Common StockTreasury StockAdditional
Paid-in
Capital
Retained EarningsAccumulated
Other
Comprehensive
Loss
Noncontrolling
Interest
Total
SharesAmountSharesAmount
(In thousands)
Balance at December 25, 2022261,611 $2,617 (25,142)$(544,687)$1,969,833 $1,749,499 $(336,448)$12,462 $2,853,276 
Net income— — — — — 65,643 — 896 66,539 
Other comprehensive income, net of tax— — — — — — 149,106 — 149,106 
Stock-based compensation plans:
Common stock issued under compensation plans264 2 — — (2)— — —  
Requisite service period recognition— — — — 3,667 — — — 3,667 
Balance at June 25, 2023261,875 $2,619 (25,142)$(544,687)$1,973,498 $1,815,142 $(187,342)$13,358 $3,072,588 
Three Months Ended June 25, 2023Common StockTreasury StockAdditional
Paid-in
Capital
Retained EarningsAccumulated
Other
Comprehensive
Loss
Noncontrolling
Interest
Total
SharesAmountSharesAmount
(In thousands)
Balance at March 26, 2023261,875 $2,619 (25,142)$(544,687)$1,971,038 $1,754,686 $(290,042)$12,906 $2,906,520 
Net income— — — — — 60,456 — 452 60,908 
Other comprehensive income, net of tax— — — — — — 102,700 — 102,700 
Stock-based compensation plans:
Requisite service period recognition— — — — 2,460 — — — 2,460 
Balance at June 25, 2023261,875 $2,619 (25,142)$(544,687)$1,973,498 $1,815,142 $(187,342)$13,358 $3,072,588 
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.


6


PILGRIM’S PRIDE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
 June 30, 2024June 25, 2023
 (In thousands)
Cash flows from operating activities:
Net income$501,461 $66,539 
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization211,298 203,114 
Asset Impairment13,412 4,011 
Gain on early extinguishment of debt recognized as a component of interest expense(11,159) 
Deferred income tax expense (benefit)8,952 (56,151)
Stock-based compensation6,811 3,300 
Loss (gain) on property disposals2,715 (9,316)
Loan cost amortization2,573 4,733 
Accretion of discount related to Senior Notes1,289 980 
Loss (gain) on equity-method investments(3)328 
Changes in operating assets and liabilities:
Trade accounts and other receivables62,350 (54,971)
Inventories146,189 (45,242)
Prepaid expenses and other current assets(43,532)(27,754)
Accounts payable, accrued expenses and other current liabilities14,290 5,139 
Income taxes88,631 9,933 
Long-term pension and other postretirement obligations3,652 944 
Other operating assets and liabilities(19,273)(16,246)
Cash provided by operating activities989,656 89,341 
Cash flows from investing activities:
Acquisitions of property, plant and equipment(213,247)(286,630)
Proceeds from property disposals4,551 15,008 
Proceeds from insurance recoveries 20,681 
Cash used in investing activities(208,696)(250,941)
Cash flows from financing activities:
Payments on revolving line of credit, long-term borrowings and finance lease obligations(150,895)(565,658)
Proceeds from revolving line of credit and long-term borrowings 1,078,032 
Proceeds from contribution (payment of distribution) of capital under Tax Sharing Agreement between JBS USA Holdings and Pilgrim’s Pride Corporation1,425 (1,592)
Payments on early extinguishment of debt(200) 
Payments of capitalized loan costs(16)(10,353)
Cash provided by (used in) financing activities(149,686)500,429 
Effect of exchange rate changes on cash and cash equivalents(28,371)3,422 
Increase in cash, cash equivalents, restricted cash and restricted cash equivalents602,903 342,251 
Cash, cash equivalents, restricted cash and restricted cash equivalents, beginning of period731,223 434,759 
Cash, cash equivalents, restricted cash and restricted cash equivalents, end of period$1,334,126 $777,010 
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.


7


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) 
1.    BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business
Pilgrim’s Pride Corporation (referred to herein as “Pilgrim’s,” “PPC,” “the Company,” “we,” “us,” “our,” or similar terms) is one of the largest chicken producers in the world, with operations in the United States (“U.S.”), the United Kingdom (“U.K.”), Mexico, France, Puerto Rico, the Netherlands and the Republic of Ireland. Pilgrim’s products are sold to foodservice, retail and frozen entrée customers. The Company’s primary distribution is through retailers, foodservice distributors and restaurants throughout the countries listed above. Additionally, the Company exports chicken and pork products to over 110 countries. Our fresh products consist of refrigerated whole or cut-up chicken, selected chicken parts that are either marinated or non-marinated, primary pork cuts, added value pork, and pork ribs. The Company’s prepared products include fully cooked, ready-to-cook and individually frozen chicken parts, strips, nuggets and patties, processed sausages, bacon, smoked meat, gammon joints, pre-packed meats, sandwich and deli counter meats and meatballs. The Company’s other products include plant-based protein offerings, ready-to-eat meals, multi-protein frozen foods, vegetarian foods and desserts. The Company also provides direct-to-consumer meals and hot food to-go solutions in the U.K. and the Republic of Ireland. We operate feed mills, hatcheries, processing plants and distribution centers in the U.S., the U.K., Mexico, France, Puerto Rico, the Netherlands and the Republic of Ireland. As of June 30, 2024, Pilgrim’s had approximately 62,400 employees and had the capacity to process approximately 41.3 million birds per 5-day work week. Approximately 4,400 contract growers supply chicken for the Company’s operations. As of June 30, 2024, PPC had the capacity to process approximately 42,750 pigs per 5-day work week and 215 contract growers supply pigs for the Company’s U.K. operations. As of June 30, 2024, JBS S.A., through its indirect wholly-owned subsidiaries (collectively, “JBS”), beneficially owned 82.5% of the Company’s outstanding common stock.
Condensed Consolidated Financial Statements
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal and recurring adjustments unless otherwise disclosed) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 29, 2024. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2023.
The Company operates on the basis of a 52/53 week fiscal year ending on the Sunday falling on or before December 31. Any reference we make to a particular year (for example, 2024) in the notes to these Condensed Consolidated Financial Statements applies to our fiscal year and not the calendar year. The six months ended June 30, 2024 represents the period from January 1, 2024 through June 30, 2024. The six months ended June 25, 2023 represents the period from December 26, 2022 through June 25, 2023.
The Condensed Consolidated Financial Statements include the accounts of the Company and its majority-owned subsidiaries. We eliminate all significant affiliate accounts and transactions upon consolidation.
The Condensed Consolidated Financial Statements have been prepared in conformity with U.S. GAAP using management’s best estimates and judgments. These estimates and judgments affect the reported amounts of assets and liabilities and disclosure of the contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ materially from these estimates and judgments. Significant estimates made by the Company include the allowance for credit losses, reserves related to inventory obsolescence or valuation, useful lives of long-lived assets, goodwill, valuation of deferred tax assets, insurance accruals, valuation of pension and other postretirement benefits obligations, income tax accruals, certain derivative positions, certain litigation reserves and valuations of acquired businesses.
The functional currency of the Company’s U.S. operations and certain holding-company subsidiaries in Luxembourg, the U.K., Malta and the Republic of Ireland is the U.S. dollar. The functional currency of its U.K. operations is the British pound. The functional currency of the Company’s operations in France, the Netherlands and the Republic of Ireland is the euro. The Company has determined that there was a significant change in economic factors that necessitated a reassessment of the appropriate functional currency of the Mexico reportable segment. The primary economic factors driving the change include 1) the recent sustained, historical strengthening of the Mexican peso against the U.S. dollar and against other global currencies


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without a correlated impact on the average product sales prices of our Mexico operations and 2) a shift in the proportional volume of spend we have that is denominated in Mexican peso in relation to spend that is denominated in U.S. dollar. As a result of this reassessment, on April 1, 2024, the Company changed the functional currency of its Mexico operations from U.S. dollar to the Mexican peso. The change in the functional currency was accounted for on April 1, 2024, and did not have a material impact on our consolidated financial statements. For foreign currency-denominated entities, including the Company’s Mexico operations after April 1, 2024, translation from local currencies into U.S. dollars is performed for assets and liabilities using the exchange rates in effect as of the balance sheet date. Income and expense accounts are remeasured using average exchange rates for the period. Adjustments resulting from translation of these financial records are reflected as a separate component of Accumulated other comprehensive loss in the Condensed Consolidated Balance Sheets. For the Company’s Mexico operations prior to April 1, 2024, remeasurement from the Mexican peso to U.S. dollars was performed for monetary assets and liabilities using the exchange rate in effect as of the balance sheet date. Remeasurement was performed for non-monetary assets using the historical exchange rate in effect on the date of each asset’s acquisition. Income and expense accounts were remeasured using average exchange rates for the period. Net adjustments that resulted from remeasurement of the financial records, as well as foreign currency transaction gains and losses, are reflected in Foreign currency transaction losses (gains) in the Condensed Consolidated Statements of Income.
Restricted Cash and Restricted Cash Equivalents
The Company is required to maintain cash balances with brokers as collateral for exchange-traded futures contracts. These balances are classified as restricted cash as they are not available for use by the Company to fund daily operations. The balance of restricted cash and restricted cash equivalents may also include investments in U.S. Treasury Bills that qualify as restricted cash equivalents, as required by the brokers, to offset the obligation to return cash collateral.
The following table reconciles cash, cash equivalents, restricted cash and restricted cash equivalents as reported in the Condensed Consolidated Balance Sheets to the total of the same amounts shown in the Condensed Consolidated Statements of Cash Flows:
June 30, 2024December 31, 2023
(In thousands)
Cash and cash equivalents$1,317,087 $697,748 
Restricted cash and restricted cash equivalents17,039 33,475 
Total cash, cash equivalents, restricted cash and restricted cash equivalents shown in the Condensed Consolidated Statements of Cash Flows$1,334,126 $731,223 
Recent Accounting Pronouncements Not Yet Adopted as of June 30, 2024
In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires additional disclosures for reportable segments. The guidance requires disclosures about significant segment expenses that are regularly provided to the chief operating decision maker along with additional measures of segment profit that are regularly used by the chief operating decision maker in assessing segment performance and deciding how to allocate resources. The provisions of the new guidance will be effective for years beginning after December 15, 2023 and interim periods in fiscal years beginning after December 15, 2024. The Company plans to adopt this guidance for the annual reporting period of the current fiscal year and is still assessing the impacts on our Consolidated Financial Statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires additional disclosures for income taxes to enhance transparency and usefulness of income tax disclosures. The guidance requires additional disclosures for the tabular rate reconciliation, income taxes paid, and the disaggregation of domestic, federal and state, and foreign components within income (or loss) from continuing operations before income tax expense (or benefit) and income tax expense (or benefit) from continuing operations. The provisions of the new guidance will be effective for years beginning after December 15, 2024. The Company plans to adopt this guidance as it becomes effective and is assessing the impacts on our Consolidated Financial Statements.
2.    REVENUE RECOGNITION
The vast majority of the Company’s revenue is derived from contracts which are based upon a customer ordering our products. While there may be master agreements, the contract is only established when the customer’s order is accepted by the Company. The Company accounts for a contract, which may be verbal or written, when it is approved and committed by both parties, the rights of the parties are identified along with payment terms, the contract has commercial substance and collectability is probable.


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The Company evaluates the transaction for distinct performance obligations, which are the sale of its products to customers. Since its products are commodity market-priced, the sales price is representative of the observable, standalone selling price. Each performance obligation is recognized based upon a pattern of recognition that reflects the transfer of control to the customer at a point in time, which is upon destination (customer location or port of destination), which faithfully depicts the transfer of control and recognition of revenue. There are instances of customer pick-up at the Company’s facility, in which case control transfers to the customer at that point and the Company recognizes revenue. The Company’s performance obligations are typically fulfilled within days to weeks of the acceptance of the order.
The Company makes judgments regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from revenue and cash flows with customers. Determination of a contract requires evaluation and judgment along with the estimation of the total contract value and if any of the contract value is constrained. Due to the nature of our business, there is minimal variable consideration, as the contract is established at the acceptance of the order from the customer. When applicable, variable consideration is estimated at contract inception and updated on a regular basis until the contract is completed. Allocating the transaction price to a specific performance obligation based upon the relative standalone selling prices includes estimating the standalone selling prices including discounts and variable consideration.
Disaggregated Revenue
Revenue has been disaggregated into the categories below to show how economic factors affect the nature, amount, timing and uncertainty of revenue and cash flows:
Three Months Ended June 30, 2024
(In thousands)
FreshPreparedExportOtherTotal
U.S.$2,201,918 $254,325 $119,964 $87,758 $2,663,965 
Europe286,656 877,312 109,304 28,269 1,301,541 
Mexico508,721 56,075  29,012 593,808 
Total net sales$2,997,295 $1,187,712 $229,268 $145,039 $4,559,314 
Three Months Ended June 25, 2023
(In thousands)
FreshPreparedExportOtherTotal
U.S.$1,992,208 $221,655 $139,498 $92,847 $2,446,208 
Europe280,707 878,720 117,103 34,220 1,310,750 
Mexico473,742 49,848  27,543 551,133 
Total net sales$2,746,657 $1,150,223 $256,601 $154,610 $4,308,091 
Six Months Ended June 30, 2024
(In thousands)
FreshPreparedExportOtherTotal
U.S.$4,315,541 $523,315 $228,762 $175,679 $5,243,297 
Europe557,804 1,722,308 227,755 61,577 2,569,444 
Mexico938,873 111,595  58,039 1,108,507 
Total net sales$5,812,218 $2,357,218 $456,517 $295,295 $8,921,248 
Six Months Ended June 25, 2023
(In thousands)
FreshPreparedExportOtherTotal
U.S.$3,935,994 $466,456 $267,773 $208,553 $4,878,776 
Europe545,370 1,710,449 234,724 59,471 2,550,014 
Mexico885,661 96,204  63,064 1,044,929 
Total net sales$5,367,025 $2,273,109 $502,497 $331,088 $8,473,719 



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Additional disaggregation of revenue by sales channel is provided below:
Three Months Ended June 30, 2024
(In thousands)
RetailFoodserviceExportOtherTotal
U.S.$1,395,222 $1,038,749 $119,964 $110,030 $2,663,965 
Europe821,785 229,800 109,304 140,652 1,301,541 
Mexico(a)
137,241 277,533  179,034 593,808 
Total net sales$2,354,248 $1,546,082 $229,268 $429,716 $4,559,314 
Three Months Ended June 25, 2023
(In thousands)
RetailFoodserviceExportOtherTotal
U.S.$1,214,658 $959,141 $139,498 $132,911 $2,446,208 
Europe820,452 234,680 117,103 138,515 1,310,750 
Mexico(a)
123,718 271,570  155,845 551,133 
Total net sales$2,158,828 $1,465,391 $256,601 $427,271 $4,308,091 
Six Months Ended June 30, 2024
(In thousands)
RetailFoodserviceExportOtherTotal
U.S.$2,788,799 $1,998,888 $228,762 $226,848 $5,243,297 
Europe1,634,043 431,627 227,755 276,019 2,569,444 
Mexico(a)
272,372 517,262  318,873 1,108,507 
Total net sales$4,695,214 $2,947,777 $456,517 $821,740 $8,921,248 
Six Months Ended June 25, 2023
(In thousands)
RetailFoodserviceExportOtherTotal
U.S.$2,473,528 $1,853,474 $267,773 $284,001 $4,878,776 
Europe1,585,676 454,007 234,724 275,607 2,550,014 
Mexico(a)
224,419 512,487  308,023 1,044,929 
Total net sales$4,283,623 $2,819,968 $502,497 $867,631 $8,473,719 
(a)Included in Mexico foodservice channel are sales to wholesale public meat markets that typically sell product on to foodservice customers. Included in Mexico other channel are sales to live chicken markets.
Contract Costs
The Company can incur incremental costs to obtain or fulfill a contract such as broker expenses that are not expected to be recovered. The amortization period for such expenses is less than one year; therefore, the costs are expensed as incurred.
Taxes
The Company excludes all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the entity from a customer (for example, sales, use, value added and some excise taxes) from the transaction price.
Contract Balances
The Company receives payment from customers based on terms established with the customer. Payments are typically due within 14 to 30 days of delivery. Revenue contract liabilities relate to payments received in advance of satisfying the


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performance under the customer contract. The revenue contract liabilities relate to customer prepayments and the advanced consideration, such as cash, received from governmental agency contracts for which performance obligations to the end customer have not been satisfied.
Changes in the revenue contract liabilities balance are as follows (in thousands):
Balance as of December 31, 2023$84,958 
Revenue recognized(79,999)
Cash received, excluding amounts recognized as revenue during the period62,217 
Balance as of June 30, 2024$67,176 
Accounts Receivable
The Company records accounts receivable when revenue is recognized. We record an allowance for credit losses, reducing our receivables balance to an amount we estimate is collectible from our customers. Estimates used in determining the allowance for credit losses are based on historical collection experience, current trends, aging of accounts receivable and periodic credit evaluations of our customers’ financial condition. We write off accounts receivable when it becomes apparent, based upon age or customer circumstances, that such amounts will not be collected. Generally, the Company does not require collateral for its accounts receivable.
3.     DERIVATIVE FINANCIAL INSTRUMENTS
The Company utilizes various raw materials in its operations, including corn, soybean meal, soybean oil, wheat, natural gas, electricity and diesel fuel, which are all considered commodities. The Company considers these raw materials generally available from a number of different sources and believes it can obtain them to meet its requirements. These commodities are subject to price fluctuations and related price risk due to factors beyond our control, such as economic and political conditions, supply and demand, weather, governmental regulation and other circumstances. Generally, the Company purchases derivative financial instruments, specifically exchange-traded futures and options, in an attempt to mitigate price risk related to its anticipated consumption of commodity inputs for approximately the next twelve months. The Company may purchase longer-term derivative financial instruments on particular commodities if deemed appropriate.
The Company has operations in Mexico, the U.K., France, the Netherlands and the Republic of Ireland. Therefore, it has exposure to translational foreign exchange risk when the financial results of those operations are remeasured in U.S. dollars. The Company has purchased foreign currency forward contracts to manage a portion of this 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. The Company’s counterparties require that it post collateral for changes in the net fair value of the derivative contracts. This cash collateral is reported in the line item Restricted cash and restricted cash equivalents on the Condensed Consolidated Balance Sheets.
Undesignated contracts may include contracts not designated as hedges or contracts that do not qualify for hedge accounting. The fair value of each of these derivatives is recognized in the Condensed Consolidated Balance Sheets within Prepaid expenses and other current assets or Accrued expenses and other current liabilities. Changes in fair value of each derivative are recognized immediately in the Condensed Consolidated Statements of Income within Net sales, Cost of sales, or Foreign currency transaction losses (gains) depending on the risk the derivative is intended to mitigate. While management believes these instruments help mitigate various market risks, they are not designated and accounted for as hedges as a result of the extensive record keeping requirements.
The Company does not apply hedge accounting treatment to certain derivative financial instruments that it has purchased to mitigate commodity purchase exposures in the U.S. and Mexico or foreign currency transaction exposures on our Mexico operations. Therefore, the Company recognized changes in the fair value of these derivative financial instruments immediately in earnings. Gains or losses related to the commodity derivative financial instruments are included in the line item Cost of sales in the Condensed Consolidated Statements of Income. Realized gains and losses related to cash flows are disclosed in the Condensed Consolidated Statements of Cash Flows in Cash provided by operating activities. Unrealized gains and losses related to cash flows are disclosed in the Condensed Consolidated Statements of Cash Flows in the line item Other operating assets and liabilities. Gains or losses related to the foreign currency derivative financial instruments are included in the line item Foreign currency transaction losses (gains) in the Condensed Consolidated Statements of Income.


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The Company does apply hedge accounting treatment to certain derivative financial instruments related to its Europe reportable segment that it has purchased to mitigate foreign currency transaction exposures. Before the settlement date of the financial derivative instruments, the Company recognizes changes in the fair value of the cash flow hedge into accumulated other comprehensive income (“AOCI”). When the derivative financial instruments are settled, the amount in AOCI is then reclassified to earnings. Gains or losses related to these derivative financial instruments are included in the line item Net sales and Cost of sales in the Condensed Consolidated Statements of Income.
We have generally applied the normal purchase and normal sale scope exception (“NPNS”) to our forward physical grain purchase contracts delivered by truck and to our forward physical natural gas and solar-generated power purchase contracts. NPNS contracts are accounted for using the accrual method of accounting; therefore, amounts payable under these contracts are recorded when we take delivery of the contracted product and no amounts were recorded for the fair value of these contracts in the condensed consolidated financial statements at June 30, 2024 and December 31, 2023.
Information regarding the Company’s outstanding derivative instruments and cash collateral posted with brokers is included in the following table:
June 30, 2024December 31, 2023
 (In thousands)
Fair values:
Commodity derivative assets$5,176 $1,202 
Commodity derivative liabilities(16,594)(17,118)
Foreign currency derivative assets223 175 
Foreign currency derivative liabilities(826)(723)
Sales contract derivative assets4,493 960 
Cash collateral posted with brokers(a)
17,039 33,475 
Derivatives coverage(b):
Corn12.1 %10.9 %
Soybean meal17.5 %39.6 %
Period through which stated percent of needs are covered:
CornJuly 2025July 2024
Soybean mealMarch 2025March 2024
(a)Collateral posted with brokers consists primarily of cash, short-term treasury bills or other cash equivalents.
(b)Derivatives coverage is the percent of anticipated commodity needs covered by outstanding derivative instruments through a specified date.
The following table presents the gains and losses of each derivative instrument held by the Company not designated or qualifying as hedging instruments:
Three Months EndedSix Months Ended
Gains (Losses) by Type of Contract (a)
June 30, 2024June 25, 2023June 30, 2024June 25, 2023Affected Line Item in the Condensed Consolidated Statements of Income
(In thousands)
Foreign currency derivatives loss$ $(28,551)$ $(47,654)Foreign currency transaction losses
Commodity derivative gain (loss)(6,146)188 (16,194)(16,347)Cost of sales
Sales contract derivative gain (loss)1,438 (1,637)3,533 2,528 Net sales
Total$(4,708)$(30,000)$(12,661)$(61,473)
(a)Amounts represent income (expenses) related to results of operations.
The following tables present the components of the gain or loss on derivatives that qualify as cash flow hedges:
Gains (Losses) Recognized in Other Comprehensive Income
Three Months EndedSix Months Ended
June 30, 2024June 25, 2023June 30, 2024June 25, 2023
(In thousands)
Foreign currency derivative gains (losses)$1,545 $16 $2,000 $(1,648)


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Gains (Losses) Reclassified from AOCI into Income
Three Months Ended June 30, 2024Three Months Ended June 25, 2023
Net sales(a)
Cost of sales(b)
Interest expense, net of capitalized interest(b)
Net sales(a)
Cost of sales(b)
Interest expense, net of capitalized interest(b)
(In thousands)
Total amounts of income and expense line items presented in the Condensed Consolidated Statements of Income in which the effects of cash flow hedges are recorded$4,559,314 $3,867,688 $31,201 $4,308,091 $4,029,666 $47,152 
Impact from cash flow hedging instruments:
Foreign currency derivatives915 (105) 120 56  
(a)    Amounts represent income (expenses) related to net sales.
(b)    Amounts represent expenses (income) related to cost of sales and interest expense.

Gains (Losses) Reclassified from AOCI into Income
Six Months Ended June 30, 2024Six Months Ended June 25, 2023
Net sales(a)
Cost of sales(b)
Interest expense, net of capitalized interest(b)
Net sales(a)
Cost of sales(b)
Interest expense, net of capitalized interest(b)
(In thousands)
Total amounts of income and expense line items presented in the Condensed Consolidated Statements of Income in which the effects of cash flow hedges are recorded$8,921,248 $7,845,713 $72,444 $8,473,719 $8,022,247 $89,814 
Impact from cash flow hedging instruments:
Foreign currency derivatives1,956 (105) 335 (14) 
(a)    Amounts represent income (expenses) related to net sales.
(b)    Amounts represent expenses (income) related to cost of sales and interest expense.
At June 30, 2024, there was a $2.0 million pre-tax deferred net loss on foreign currency derivatives recorded in AOCI that is expected to be reclassified to the Condensed Consolidated Statements of Income during the next twelve months. This expectation is based on the anticipated settlements on the hedged investments in foreign currencies that will occur over the next twelve months, at which time the Company will recognize the deferred loss to earnings.


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4.    TRADE ACCOUNTS AND OTHER RECEIVABLES
Trade accounts and other receivables, less allowance for credit losses, consisted of the following:
June 30, 2024December 31, 2023
 (In thousands)
Trade accounts receivable$1,012,963 $1,027,916 
Notes receivable from third parties13,065 51,168 
Other receivables27,409 59,435 
Receivables, gross1,053,437 1,138,519 
Allowance for credit losses(7,577)(9,341)
Receivables, net$1,045,860 $1,129,178 
Accounts receivable from related parties(a)
$2,055 $1,778 
(a)    Additional information regarding accounts receivable from related parties is included in “Note 17. Related Party Transactions.”
Activity in the allowance for credit losses was as follows:
Six Months Ended
June 30, 2024
(In thousands)
Balance, beginning of period$(9,341)
Provision released to operating results1,492 
Account write-offs and recoveries36 
Effect of exchange rate236 
Balance, end of period$(7,577)
In June 2023, the Company and JBS USA Food Company (“JBS USA”) jointly entered into a receivables purchase agreement with a bank for an uncommitted facility with a maximum capacity of $415.0 million and no recourse to the Company or JBS USA. Under the facility, the Company may sell eligible trade receivables in exchange for cash. Transfers under the agreement are recorded as a sale under ASC 860, Broad Transactions – Transfers and Servicing. At the transfer date, the Company receives cash equal to the face value of the receivables sold less a fee based on the current Secured Overnight Financing Rate (“SOFR”) plus an applicable margin applied over the customer payment term. The fees are immaterial.
5.     INVENTORIES
Inventories consisted of the following:
June 30, 2024December 31, 2023
 (In thousands)
Raw materials and work-in-process$1,060,418 $1,158,467 
Finished products564,017 642,028 
Operating supplies71,293 75,530 
Maintenance materials and parts110,516 109,374 
Total inventories$1,806,244 $1,985,399 
6.    INVESTMENTS IN SECURITIES
The Company recognizes investments in available-for-sale securities as cash equivalents, current investments or long-term investments depending upon each security’s length to maturity. The following table summarizes our investments in available-for-sale securities:
June 30, 2024December 31, 2023
CostFair ValueCostFair Value
(In thousands)
Cash equivalents:
Fixed income securities$1,232,700 $1,232,893 $324,808 $324,947 


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Interest income and gross realized gains during the three and six months ended June 30, 2024 related to the Company’s available-for-sale securities were $13.1 million and $21.1 million, while interest income and gross realized gains during the three and six months ended June 25, 2023 were $4.4 million and $6.3 million. Proceeds received from the sale or maturity of available-for-sale securities investments are historically disclosed in the Condensed Consolidated Statements of Cash Flows. Net unrealized holding gains and losses on the Company’s available-for-sale securities recognized during the six months ended June 30, 2024 and June 25, 2023 that have been included in AOCI and the net amount of gains and losses reclassified out of AOCI to earnings during the six months ended June 30, 2024 and June 25, 2023 are disclosed in “Note 13. Stockholders’ Equity.”
7.     GOODWILL AND INTANGIBLE ASSETS
The activity in goodwill by segment for the six months ended June 30, 2024 was as follows:
December 31, 2023Currency TranslationJune 30, 2024
(In thousands)
U.S.$41,936 $ $41,936 
Europe1,116,521 (10,610)1,105,911 
Mexico127,804 (17,366)110,438 
Total$1,286,261 $(27,976)$1,258,285 
Intangible assets consisted of the following:
December 31, 2023AmortizationCurrency TranslationJune 30, 2024
(In thousands)
Cost:
Trade names not subject to amortization$580,473 $— $(6,413)$574,060 
Trade names subject to amortization112,681 — (367)112,314 
Customer relationships441,719 — (5,805)435,914 
Accumulated amortization:
Trade names(57,762)(1,938)52 (59,648)
Customer relationships(223,128)(14,192)3,582 (233,738)
Intangible assets, net$853,983 $(16,130)$(8,951)$828,902 
Intangible assets are amortized over the estimated useful lives of the assets as follows:
Customer relationships
3-18 years
Trade names subject to amortization
15-20 years
At June 30, 2024, the Company assessed if events or changes in circumstances indicated that any asset group-level carrying amounts of its goodwill and intangible assets might not be recoverable. There were no indicators present that required the Company to test the recoverability of the asset group-level carrying amounts of its goodwill or intangible assets at that date. The Company will perform its annual tests of recoverability of goodwill and trade names not subject to amortization in the fourth quarter of 2024, which if there were to be an impairment could be material.


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8.    PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment (“PP&E”), net consisted of the following:
June 30, 2024December 31, 2023
(In thousands)
Land$269,788 $273,846 
Buildings2,182,470 2,170,716 
Machinery and equipment4,043,853 3,953,008 
Autos and trucks97,873 93,858 
Finance lease assets4,736 5,550 
Construction-in-progress377,021 458,146 
PP&E, gross6,975,741 6,955,124 
Accumulated depreciation(3,852,713)(3,796,721)
PP&E, net$3,123,028 $3,158,403 
The Company recognized depreciation expense of $99.9 million and $96.4 million during the three months ended June 30, 2024 and June 25, 2023, respectively. The Company recognized depreciation expense of $195.2 million and $186.4 million during the six months ended June 30, 2024 and June 25, 2023, respectively.
During the six months ended June 30, 2024, the Company incurred $200.0 million on capital projects and transferred $278.7 million of completed projects from construction-in-progress to depreciable assets. During the six months ended June 25, 2023, the Company spent $286.6 million on capital projects and transferred $174.5 million of completed projects from construction-in-progress to depreciable assets. Capital expenditures in accounts payable and accrued expenses for the periods ended June 30, 2024 and December 31, 2023 were $33.7 million and $46.9 million, respectively.
During the three and six months ended June 30, 2024, the Company sold certain PP&E for $2.3 million and $4.6 million, respectively, in cash and recognized a net loss of $0.9 million and $2.7 million, respectively, on these sales. During the three and six months ended June 25, 2023, the Company sold certain PP&E for $2.4 million and $15.0 million, respectively, in cash and recognized a net immaterial loss and a net gain of $9.3 million, respectively, on these sales.
The Company has closed or idled various facilities in the U.S. and in the U.K. The Board of Directors has not determined if it would be in the best interest of the Company to divest any of these idled assets. Management is therefore not certain that it can or will divest any of these assets within one year, is not actively marketing these assets and, accordingly, has not classified them as assets held for sale. The Company continues to depreciate these assets. As of June 30, 2024, the carrying amounts of these idled assets totaled $56.1 million based on depreciable value of $208.5 million and accumulated depreciation of $152.4 million. Idled asset values include those assets that are no longer in use as a result of the recent restructuring activities of our Europe reportable segment. During the six months ended June 30, 2024, the Company recognized an additional impairment loss on PP&E of $13.4 million incurred as a result of those restructuring activities. Additional information regarding restructuring activities is included in “Note 16. Restructuring-Related Activities.”
As of June 30, 2024, the Company assessed if events or changes in circumstances indicated that the asset group-level carrying amounts of its PP&E held for use might not be recoverable. There were no indicators present that required the Company to test the recoverability of the asset group-level carrying amounts of its PP&E held for use at that date.


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9.    CURRENT LIABILITIES
Current liabilities, other than income taxes and current maturities of long-term debt, consisted of the following components:
June 30, 2024December 31, 2023
(In thousands)
Accounts payable:
Trade accounts payable$1,211,673 $1,294,830 
Book overdrafts95,353 90,612 
Other payables30,665 25,134 
Total accounts payable1,337,691 1,410,576 
Accounts payable to related parties(a)
23,331 41,254 
Revenue contract liabilities(b)
67,176 84,958 
Accrued expenses and other current liabilities:
Compensation and benefits266,223 249,474 
Litigation settlements(c)
145,430 73,330 
Accrued sales rebates116,575 104,390 
Insurance and self-insured claims88,259 76,287 
Current maturities of operating lease liabilities62,621 67,440 
Interest and debt-related fees53,549 71,508 
Taxes45,558 37,635 
Derivative liabilities(d)
17,419 17,841 
Other accrued expenses203,441 228,822 
Total accrued expenses and other current liabilities999,075 926,727 
Total$2,427,273 $2,463,515 
(a)    Additional information regarding accounts payable to related parties is included in “Note 17. Related Party Transactions.”
(b)    Additional information regarding revenue contract liabilities is included in “Note 2. Revenue Recognition.”
(c)    Additional information regarding litigation settlements is included in “Note 19. Commitments and Contingencies.”
(d)    Additional information regarding derivative liabilities is included in “Note 3. Derivative Financial Instruments.”
10.    SUPPLIER FINANCE PROGRAMS
The Company maintains supplier finance programs, under which we agree to pay for confirmed invoices from participating suppliers to a financing entity. Maturity dates are generally between 65-120 days and we pay either the supplier or the financing entity depending on the supplier’s election. As of June 30, 2024 and December 31, 2023, the outstanding balance of confirmed invoices was $204.0 million and $192.7 million, respectively, and are included in Accounts payable in the Condensed Consolidated Balance Sheets.


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11.    INCOME TAXES
The Company recorded income tax expense of $152.7 million, a 23.3% effective tax rate, for the six months ended June 30, 2024 compared to an income tax benefit of $24.1 million, a (56.7)% effective tax rate, for the six months ended June 25, 2023. The change from an income tax benefit to income tax expense in 2024 resulted primarily from the increase of profit before income taxes, the statutory reporting adjustment on prior year deferred tax assets in a corporate legal entity, and the intercompany dividend distributions from the Company’s Mexico reportable segment to the U.S. reportable segment.
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 30, 2024, the Company did not believe it had sufficient positive evidence to conclude that a portion of its foreign net deferred tax assets are more likely than not to be realized.
For the six months ended June 30, 2024 and June 25, 2023, there is a tax effect of $(2.1) million and $(3.2) million, respectively, reflected in other comprehensive income.
For the six months ended June 30, 2024 and June 25, 2023, there are immaterial tax effects reflected in income tax expense (benefit) due to excess tax windfalls and shortfalls related to stock-based compensation.
The Company operates in the U.S. (including multiple state jurisdictions), Puerto Rico and several foreign locations including Mexico, the U.K., the Republic of Ireland, and continental Europe. With a few exceptions, the Company is no longer subject to examinations by taxing authorities for years prior to 2019 in U.S. federal, state and local jurisdictions, for years prior to 2010 in Mexico, and for years prior to 2017 in the U.K.
12.    DEBT
Long-term debt and other borrowing arrangements, including current notes payable to banks, consisted of the following components:
MaturityJune 30, 2024December 31, 2023
 (In thousands)
Senior notes payable, net of discount, at 6.875%
2034$490,868 $490,408 
Senior notes payable, net of discount, at 6.25%
2033974,052 993,595 
Senior notes payable at 3.50%
2032900,000 900,000 
Senior notes payable, net of discount, at 4.25%
2031850,593 992,711 
U.S. Credit Facility (defined below) at SOFR plus 1.35%
2028  
Europe Credit Facility (defined below) with notes payable at SONIA plus 1.25%
2027  
Mexico Credit Facility (defined below) with notes payable at TIIE plus 1.35%
2026  
Finance lease obligationsVarious2,103 2,486 
Long-term debt3,217,616 3,379,200 
Less: Current maturities of long-term debt(585)(674)
Long-term debt, less current maturities3,217,031 3,378,526 
Less: Capitalized financing costs(33,936)(37,685)
Long-term debt, less current maturities, net of capitalized financing costs$3,183,095 $3,340,841 


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Bond Repurchase Program
On May 1, 2024, the Board approved a bond repurchase program which authorizes the Company to repurchase up to an aggregate $200.0 million of the Company’s outstanding senior notes. During the three months ended June 30, 2024, the Company repurchased $143.6 million of outstanding principal of the Senior Notes due 2031 and $20.0 million of outstanding principal of the Senior Notes due 2033, resulting in gross realized gains of $13.7 million. The gross realized gains on early extinguishment of debt are recognized as a reduction in interest expense. The original discount and capitalized financing costs of $1.1 million and $1.2 million associated with the amounts repurchased, respectively, are partially offsetting the gross gains on early extinguishment of debt, along with a nominal amount of transaction fees.
U.S. Credit Facility
On October 4, 2023, the Company and certain of the Company’s subsidiaries entered into a Revolving Syndicated Facility Agreement (the “U.S. Credit Facility”) with CoBank, ACB as administrative agent and the other lenders party thereto. The U.S. Credit Facility provides for a revolving loan commitment of up to $850.0 million. The loan commitment matures on October 4, 2028. The U.S. Credit Facility is unsecured and will be used for general corporate purposes. Outstanding borrowings under the U.S. Credit Facility bear interest at a per annum rate equal to either the Secured Overnight Financing Rate (“SOFR”) or the prime rate plus applicable margins based on the Company’s credit ratings. As of June 30, 2024, the Company had outstanding letters of credit and available borrowings under the revolving credit commitment of $24.8 million and $825.2 million, respectively, and there were no outstanding borrowings under this agreement.
The U.S. Credit Facility requires customary financial and other covenants for transactions of this type, including limitations on 1) liens, 2) indebtedness, 3) sales and other dispositions of assets, 4) dividends, distributions, and other payments in respect of equity interest, 5) investments, and 6) voluntary prepayments, redemptions or repurchases of junior debt. In each case, clauses 1 to 6 are subject to certain exceptions which can be material and certain of such clauses only apply to the Company upon the occurrence of certain triggering events. The Company is currently in compliance with the covenants under the U.S. Credit Facility.
Europe Credit Facility
On June 24, 2022, Moy Park Holdings (Europe) Ltd. (“MPH(E)”) and other Pilgrim’s entities located in the U.K. and Republic of Ireland entered into an unsecured multicurrency revolving facility agreement (the “Europe Credit Facility”) with the Governor and Company of the Bank of Ireland, as agent, and the other lenders party thereto. The Europe Credit Facility provides for a multicurrency revolving loan commitment of up to £150.0 million. The loan commitment matures on June 24, 2027. Outstanding borrowings bear interest at the current Sterling Overnight Index Average (“SONIA”) interest rate plus 1.25%. All obligations under this agreement are guaranteed by certain of the Company’s subsidiaries. As of June 30, 2024, both the U.S. dollar-equivalent loan commitment and borrowing availability were $189.7 million and there were no outstanding borrowings under this agreement.
The Europe Credit Facility contains representations and warranties, covenants, indemnities and conditions, in each case, that the Company believes are customary for transactions of this type. Pursuant to the terms of the agreement, the Company is required to meet certain financial and other restrictive covenants. Additionally, the Company is prohibited from taking certain actions without consent of the lenders, including, without limitation, incurring additional indebtedness, entering into certain mergers or other business combination transactions, permitting liens or other encumbrances on its assets and making restricted payments, including dividends, in each case, except as expressly permitted under the Europe Credit Facility. The Company is currently in compliance with the covenants under the Europe Credit Facility.
Mexico Credit Facility
On August 15, 2023, certain of the Company’s Mexican subsidiaries entered into an unsecured credit agreement (the “Mexico Credit Facility”) with BBVA México as lender. The loan commitment under the Mexico Credit Facility is Mex$1.1 billion and can be borrowed on a revolving basis. Outstanding borrowings under the Mexico Credit Facility accrue interest at a rate equal to The Interbank Equilibrium Interest (“TIIE”) rate plus 1.35%. The Mexico Credit Facility contains covenants and defaults that the Company believes are customary for transactions of this type. The Mexico Credit Facility will be used for general corporate and working capital purposes. The Mexico Credit Facility will mature on August 15, 2026. As of June 30, 2024, the U.S. dollar-equivalent of the loan commitment and borrowing availability was $60.6 million. As of June 30, 2024, there were no outstanding borrowings under the Mexico Credit Facility. The Company is currently in compliance with the covenants under the Mexico Credit Facility.


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13.    STOCKHOLDERS EQUITY
Accumulated Other Comprehensive Income (Loss)
The following tables provide information regarding the changes in accumulated other comprehensive loss:
Six Months Ended June 30, 2024
Losses Related to Foreign Currency TranslationLosses on Derivative Financial Instruments Classified as Cash Flow HedgesLosses Related to Pension and Other Postretirement BenefitsLosses on Available-for-Sale SecuritiesTotal
(In thousands)
Balance, beginning of period$(114,850)$(1,914)$(59,714)$(5)$(176,483)
Other comprehensive income (loss) before reclassifications(114,136)2,000 5,692 115 (106,329)
Amounts reclassified from accumulated other comprehensive loss (gain) to net income (2,061)261 (177)(1,977)
Currency translation 7 392  399 
Net current period other comprehensive income (loss)(114,136)(54)6,345 (62)(107,907)
Balance, end of period$(228,986)$(1,968)$(53,369)$(67)$(284,390)
Six Months Ended June 25, 2023
Losses Related to Foreign Currency TranslationLosses on Derivative Financial Instruments Classified as Cash Flow HedgesLosses Related to Pension and Other Postretirement BenefitsLosses on Available-for-Sale SecuritiesTotal
(In thousands)
Balance, beginning of period$(269,825)$(1,162)$(65,447)$(14)$(336,448)
Other comprehensive income (loss) before reclassifications143,925 (1,648)7,207 (41)149,443 
Amounts reclassified from accumulated other comprehensive loss (gain) to net income (349)342 22 15 
Currency translation (11)(341) (352)
Net current period other comprehensive income (loss)143,925 (2,008)7,208 (19)149,106 
Balance, end of period$(125,900)$(3,170)$(58,239)$(33)$(187,342)
    
Amount Reclassified from Accumulated Other Comprehensive Loss(a)
Details about Accumulated Other Comprehensive Loss ComponentsSix Months Ended June 30, 2024Six Months Ended June 25, 2023Affected Line Item in the Condensed Consolidated Statements of Income
(In thousands)
Realized gains on settlement of foreign currency derivatives classified as cash flow hedges$1,956 $335 Net sales
Realized gains on settlement of foreign currency derivatives classified as cash flow hedges105 14 Cost of sales
Realized gains (losses) on sale of securities234 (29)Interest income
Amortization of pension and other postretirement plan actuarial losses(b)
(344)(448)Miscellaneous, net
Total before tax1,951 (128)
Tax benefit26 113 
Total reclassification for the period$1,977 $(15)
(a)    Positive amounts represent income to the results of operations while amounts in parentheses represent expenses to the results of operations.
(b)    These accumulated other comprehensive loss components are included in the computation of net periodic pension cost. See “Note 14. Pension and Other Postretirement Benefits.”


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Preferred Stock
The Company has authorized 50,000,000 shares of $0.01 par value preferred stock, although no shares have been issued and no shares are outstanding.
Restrictions on Dividends
The U.S. Credit Facility and the indentures governing the Company’s senior notes may restrict the Company from declaring dividends. Additionally, the Europe Credit Facility may restrict MPH(E) and other Pilgrim’s entities located in the U.K. and Republic of Ireland to, among other things, make payments and distributions to the Company.
14.    PENSION AND OTHER POSTRETIREMENT BENEFITS
The Company sponsors programs that provide retirement benefits to most of its employees. These programs include qualified defined benefit pension plans such as the Pilgrim’s Pride Retirement Plan for Union Employees, the Pilgrim’s Pride Pension Plan for Legacy Gold Kist Employees, the Tulip Limited Pension Plan and the Geo Adams Group Pension Fund, nonqualified defined benefit retirement plans, a defined benefit postretirement life insurance plan and defined contribution retirement savings plan. Expenses recognized under all retirement plans totaled $7.4 million and $7.8 million in the three months ended June 30, 2024 and June 25, 2023, respectively, and $18.6 million and $15.4 million in the six months ended June 30, 2024 and June 25, 2023, respectively.
Defined Benefit Plans Obligations and Assets
The change in benefit obligation, change in fair value of plan assets, funded status and amounts recognized in the Condensed Consolidated Balance Sheets for the defined benefit plans were as follows:
Six Months Ended
 June 30, 2024June 25, 2023
Pension BenefitsOther BenefitsPension BenefitsOther Benefits
(In thousands)
Change in projected benefit obligation
Projected benefit obligation, beginning of period$237,508 $1,160 $236,147 $1,169 
Interest cost4,949 22 5,097 22 
Actuarial gain(10,243)(19)(11,029)(8)
Benefits paid(7,273)(78)(7,437)(73)
Currency translation loss (gain)(7) 3,018  
Projected benefit obligation, end of period$224,934 $1,085 $225,796 $1,110 
Six Months Ended
 June 30, 2024June 25, 2023
 Pension BenefitsOther BenefitsPension BenefitsOther Benefits
(In thousands)
Change in plan assets
Fair value of plan assets, beginning of period$225,451 $ $210,133 $ 
Actual return on plan assets2,931  3,972  
Contributions by employer3,431 78 3,249 73 
Benefits paid(7,273)(78)(7,437)(73)
Expenses paid from assets(192) (146) 
Currency translation gain50  2,700  
Fair value of plan assets, end of period$224,398 $ $212,471 $ 
 June 30, 2024December 31, 2023
 Pension BenefitsOther BenefitsPension BenefitsOther Benefits
(In thousands)
Funded status
Unfunded benefit obligation, end of period$(536)$(1,085)$(12,057)$(1,160)


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 June 30, 2024December 31, 2023
 Pension BenefitsOther BenefitsPension BenefitsOther Benefits
(In thousands)
Amounts recognized in the Condensed Consolidated Balance Sheets at end of period
Noncurrent asset$1,593 $ $ $ 
Current liability(237)(187)(7,717)(187)
Long-term liability(1,892)(898)(4,340)(973)
Net financial position$(536)$(1,085)$(12,057)$(1,160)
June 30, 2024December 31, 2023
Pension BenefitsOther BenefitsPension BenefitsOther Benefits
(In thousands)
Amounts recognized in accumulated other comprehensive loss at end of period
Net actuarial loss (gain)$31,779 $(106)$40,487 $(87)
The accumulated benefit obligation for the Company’s defined benefit pension plans was $224.9 million and $237.5 million at June 30, 2024 and December 31, 2023, respectively.
Net Periodic Benefit Costs
Net defined benefit pension and other postretirement costs included the following components:
Three Months EndedSix Months Ended
June 30, 2024June 25, 2023June 30, 2024June 25, 2023
Pension BenefitsOther BenefitsPension BenefitsOther BenefitsPension BenefitsOther BenefitsPension BenefitsOther Benefits
(In thousands)
Interest cost$2,683 $13 $2,783 $13 $4,949 $22 $5,097 $22 
Estimated return on plan assets(2,756) (2,531) (5,203) (4,753) 
Expenses paid from assets132  52  192  146  
Amortization of net loss199  261  335  440  
Amortization of past service cost5  4  9  8  
Net costs(a)
$263 $13 $569 $13 $282 $22 $938 $22 
(a)    Net costs are included in the line item Miscellaneous, net on the Condensed Consolidated Statements of Income.
Economic Assumptions
The weighted average assumptions used in determining pension and other postretirement plan information were as follows:
 June 30, 2024December 31, 2023
 Pension BenefitsOther BenefitsPension BenefitsOther Benefits
Assumptions used to measure benefit obligation at end of period
Discount rate5.34 %5.47 %4.81 %5.06 %
Six Months Ended
June 30, 2024June 25, 2023
Pension BenefitsOther BenefitsPension BenefitsOther Benefits
Assumptions used to measure net pension and other postretirement cost
Discount rate4.84 %5.06 %5.05 %5.16 %
Expected return on plan assets5.07 %N/A4.98 %N/A


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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:
Six Months Ended
 June 30, 2024June 25, 2023
 Pension BenefitsOther BenefitsPension BenefitsOther Benefits
 (In thousands)
Net actuarial loss (gain), beginning of period$40,487 $(87)$48,121 $(66)
Amortization(344) (448) 
Actuarial gain(10,244)(19)(11,029)(8)
Asset loss2,271  781  
Currency translation loss (gain)(391) 306  
Net actuarial loss (gain), end of period$31,779 $(106)$37,731 $(74)
Remeasurement
The Company remeasures both plan assets and obligations on a quarterly basis.
Defined Contribution Plans
The Company sponsors two defined contribution retirement savings plans in the U.S. reportable segment for eligible U.S. and Puerto Rico employees. The Company maintains three postretirement plans for eligible employees in the Mexico reportable segment, as required by Mexico law, which primarily cover termination benefits. The Company maintains seven defined contribution retirement savings plans in the Europe reportable segment for eligible U.K. and Europe employees, as required by U.K. and Europe law. The Company’s expenses related to its defined contribution plans totaled $7.6 million in the three months ended June 30, 2024 and $17.5 million in the six months ended June 30, 2024.
15.    FAIR VALUE MEASUREMENT
Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Assets and liabilities measured at fair value must be categorized into one of three different levels depending on the assumptions (i.e., inputs) used in the valuation:
Level 1Unadjusted quoted prices available in active markets for identical assets or liabilities at the measurement date;
Level 2Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability; or
Level 3Unobservable 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 30, 2024 and December 31, 2023, the Company held fixed income securities, derivative assets and derivative liabilities that were required to be measured at fair value on a recurring basis. Fixed income securities consist of investments, such as money market funds and commercial paper. Derivative assets and liabilities consist of long and short positions on exchange-traded commodity futures instruments, commodity options instruments, sales contracts instruments, foreign currency instruments to manage translation and remeasurement risk.


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The following items were measured at fair value on a recurring basis:
June 30, 2024December 31, 2023
Level 1Level 2TotalLevel 1Level 2Total
(In thousands)
Assets:
Fixed income securities$1,232,893 $ $1,232,893 $324,947 $ $324,947 
Commodity derivative assets 5,176  5,176 1,202  1,202 
Foreign currency derivative assets223  223 175  175 
Sales contract derivative assets 4,493 4,493  960 960 
Liabilities:
Commodity derivative liabilities (16,594) (16,594)(17,118) (17,118)
Foreign currency derivative liabilities(826) (826)(723) (723)
See “Note 3. Derivative Financial Instruments” for additional information.
The valuation of financial assets and liabilities classified in Level 1 is based upon unadjusted quoted prices for identical assets or liabilities in active markets. The valuation of financial assets and liabilities in Level 2 is determined using a market approach based upon quoted prices for similar assets and liabilities in active markets or other inputs that are observable for substantially the full term of the financial instrument. The valuation of financial assets in Level 3 is determined using an income approach based on unobservable inputs such as discounted cash flow models or valuations. For each class of assets and liabilities not measured at fair value in the Condensed Consolidated Balance Sheets but for which fair value is disclosed, the Company is not required to provide the quantitative disclosure about significant unobservable inputs used in fair value measurements categorized within Level 3 of the fair value hierarchy.
In addition to the fair value disclosure requirements related to financial instruments carried at fair value, accounting standards require interim disclosures regarding the fair value of all of the Company’s financial instruments. The methods and significant assumptions used to estimate the fair value of financial instruments and any changes in methods or significant assumptions from prior periods are also required to be disclosed.
The carrying amounts and estimated fair values of our debt obligations recorded in the Condensed Consolidated Balance Sheets consisted of the following:
 June 30, 2024December 31, 2023
 Carrying AmountFair
Value
Carrying AmountFair
Value
 (In thousands)
Fixed-rate senior notes payable at 3.50%, at Level 2 inputs
$(900,000)$(761,616)$(900,000)$(760,203)
Fixed-rate senior notes payable at 4.25%, at Level 2 inputs
(850,593)(779,956)(992,711)(902,650)
Fixed-rate senior notes payable at 6.25%, at Level 2 inputs
(974,052)(994,896)(993,595)(1,029,020)
Fixed-rate senior notes payable at 6.875%, at Level 2 inputs
(490,868)(530,400)(490,408)(540,230)
See “Note 12. Debt” for additional information.
The carrying amounts of our cash and cash equivalents, restricted cash and restricted cash equivalents, accounts receivable, accounts payable and certain other liabilities approximate their fair values due to their relatively short maturities. Derivative assets were recorded at fair value based on quoted market prices and are included in the line item Prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets. Derivative liabilities were recorded at fair value based on quoted market prices and are included in the line item Accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets. The fair value of the Company’s Level 2 fixed-rate debt obligations was based on the quoted market price at June 30, 2024 or December 31, 2023, 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.


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16.    RESTRUCTURING-RELATED ACTIVITIES
In 2022, the Company began restructuring initiatives in its Europe reportable segment. Additional restructuring initiatives also commenced in 2023 and 2024. The purpose of our ongoing restructuring activities is to integrate central operations and reallocate processing capacities between production facilities resulting in closures of some facilities in the Europe reportable segment.
The following table provides a summary of our estimates of timelines and costs associated with these restructuring initiatives by major type of cost:
Moy ParkPilgrim’s Pride Ltd.Pilgrim’s Food Masters 2022Pilgrim’s Food Masters 2023Pilgrim’s Food Masters 2024
Pilgrim’s Europe Central
Total
(In thousands)
Earliest implementation dateOctober 2022November 2022December 2022October 2023April 2024January 2024
Expected predominant completion dateJune 2023July 2023July 2023March 2024December 2024December 2024
Costs incurred and expected to be incurred:
Employee-related costs$11,103 $20,444 $14,490 $3,027 $30,052 $25,197 $104,313 
Asset impairment costs3,476 7,111 4,141  4,477 1,824 21,029 
Contract termination costs248 263   548  1,059 
Other exit and disposal costs (a)
6,245 5,344 6,330  2,404 658 20,981 
Total exit and disposal costs (b)
$21,072 $33,162 $24,961 $3,027 $37,481 $27,679 $147,382 
Costs incurred since earliest implementation date:
Employee-related costs$11,103 $20,444 $14,490 $3,027 $12,223 $21,779 $83,066 
Asset impairment costs3,476 7,111 4,141  4,477 1,824 21,029 
Contract termination costs248 263   548  1,059 
Other exit and disposal costs (a)
6,245 5,344 6,330  2,404 569 20,892 
Total exit and disposal costs$21,072 $33,162 $24,961 $3,027 $19,652 $24,172 $126,046 
(a)Comprised of other costs directly related to the restructuring initiatives including Moy Park flock depletion, the write-off of Pilgrim’s Pride Ltd. prepaid maintenance costs and Pilgrim’s Food Masters consulting fees.
(b)All costs, except for asset impairment costs, are estimated to result in cash outlays.
During the six months ended June 30, 2024, the Company recognized the following expenses and paid the following cash related to each restructuring initiative:
ExpensesCash Outlays
(In thousands)
Moy Park$ $659 
Pilgrim’s Pride Ltd.7,410 704 
Pilgrim’s Food Masters 2022 1,625 
Pilgrim’s Food Masters 2023 2,140 
Pilgrim’s Food Masters 202419,652 4,925 
Pilgrim’s Europe Central24,172 19,483 
Total$51,234 $29,536 
These expenses are reported in the line item Restructuring activities on the Condensed Consolidated Statements of Income.


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The following table reconciles liabilities and reserves associated with each restructuring initiative from its respective inception to June 30, 2024. Ending liability balances for employee termination benefits and other charges are reported in the line item Accrued expenses and other current liabilities in our Condensed Consolidated Balance Sheets. The ending reserve balance for inventory adjustments is reported in the line item Inventories in our Condensed Consolidated Balance Sheets. The ending reserve balance for asset impairments is reported in the line item Property, plant and equipment, net in our Condensed Consolidated Balance Sheets.
Moy Park
Liability or reserve as of December 31, 2023Restructuring charges incurredCash payments and disposalsCurrency translationLiability or reserve as of June 30, 2024
(In thousands)
Other charges$2,644 $ $(659)$(21)$1,964 
Contract termination144   (1)143 
Total$2,788 $ $(659)$(22)$2,107 
Pilgrim’s Pride Ltd.
Liability or reserve as of December 31, 2023Restructuring charges incurredCash payments and disposalsCurrency translationLiability or reserve as of June 30, 2024
(In thousands)
Employee retention benefits$35 $(35)$ $ $ 
Severance734 380 (550)(4)560 
Asset impairment 7,111 (7,111)  
Inventory adjustments294 141 (432)(3) 
Lease termination164 372 (93) 443 
Other charges752 (559)(61)(8)124 
Total$1,979 $7,410 $(8,247)$(15)$1,127 
Pilgrim’s Food Masters 2022
Liability or reserve as of December 31, 2023Restructuring charges incurredCash payments and disposalsCurrency translationLiability or reserve as of June 30, 2024
(In thousands)
Severance$1,281 $ $(1,276)$(5)$ 
Inventory adjustments65  (63)(2) 
Lease termination1,289  (1,284)(5) 
Other charges685  (349)(3)333 
Total$3,320 $ $(2,972)$(15)$333 
Pilgrim’s Food Masters 2023
Liability or reserve as of December 31, 2023Restructuring charges incurredCash payments and disposalsCurrency translationLiability or reserve as of June 30, 2024
(In thousands)
Employee retention benefits$522 $ $(517)$(5)$ 
Severance1,636  (1,623)(13) 
Total$2,158 $ $(2,140)$(18)$ 


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Pilgrim’s Food Masters 2024
Liability or reserve as of December 31, 2023Restructuring charges incurredCash payments and disposalsCurrency translationLiability or reserve as of June 30, 2024
(In thousands)
Employee retention benefits$ $212 $ $ $212 
Severance 12,011 (3,949)16 8,078 
Asset impairment 4,477 (4,477)  
Lease termination 548 (548)  
Other charges 2,404 (976)3 1,431 
Total$ $19,652 $(9,950)$19 $9,721 
Pilgrim’s Europe Central
Liability or reserve as of December 31, 2023Restructuring charges incurredCash payments and disposalsCurrency translationLiability or reserve as of June 30, 2024
(In thousands)
Employee retention benefits$ $12 $(12)$ $ 
Severance 21,767 (18,914)(121)2,732 
Asset impairment 1,824 (1,824)  
Lease termination 8 (8)  
Other charges 561 (557)(4) 
Total$ $24,172 $(21,315)$(125)$2,732 


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17.    RELATED PARTY TRANSACTIONS
Pilgrim’s has been and, in some cases, continues to be a party to certain transactions with affiliated companies.
 Three Months EndedSix Months Ended
 June 30, 2024June 25, 2023June 30, 2024June 25, 2023
 (In thousands)
Sales to related parties
JBS USA Food Company(a)
$8,263 $9,012 $13,637 $16,524 
JBS Chile Ltd.759 182 1,946 1,128 
Other related parties509 1,355 1,079 2,233 
Total9,531 $10,549 $16,662 $19,885 

Three Months EndedSix Months Ended
June 30, 2024June 25, 2023June 30, 2024June 25, 2023
(In thousands)
Cost of goods purchased from related parties
JBS USA Food Company(a)
$41,862 $78,509 $82,186 $128,414 
Seara Meat B.V.4,873 4,638 10,268 9,638 
Penasul UK LTD2,970 4,103 6,500 8,290 
Other related parties1,963 1,720 3,323 3,527 
Total$51,668 $88,970 $102,277 $149,869 
Three Months EndedSix Months Ended
June 30, 2024June 25, 2023June 30, 2024June 25, 2023
(In thousands)
Expenditures paid by related parties
JBS USA Food Company(b)
$24,916 $46,104 $42,687 $60,127 
Other related parties 15  15 
Total$24,916 $46,119 $42,687 $60,142 

Three Months EndedSix Months Ended
June 30, 2024June 25, 2023June 30, 2024June 25, 2023
(In thousands)
Expenditures paid on behalf of related parties
JBS USA Food Company(b)
$4,563 $9,540 $7,252 $12,919 
Other related parties   5 
Total$4,563 $9,540 $7,252 $12,924 

June 30, 2024December 31, 2023
(In thousands)
Accounts receivable from related parties
JBS USA Food Company(a)
$1,541 $967 
JBS Chile Ltda.379  
Other related parties135 811 
Total$2,055 $1,778 



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June 30, 2024December 31, 2023
(In thousands)
Accounts payable to related parties
JBS USA Food Company(a)
$14,320 $34,038 
Seara Meats B.V.5,204 2,252 
JBS Asia Co Limited2,454 2,254 
Other related parties1,353 2,710 
Total$23,331 $41,254 
(a)The Company routinely executes transactions to both purchase products from JBS USA Food Company (“JBS USA”) and sell products to them. As of June 30, 2024, goods purchased and in transit from JBS USA were immaterial and not reflected on our Consolidated Balance Sheets.
(b)The Company has an agreement with JBS USA to allocate costs associated with JBS USA’s procurement of SAP licenses and maintenance services for both companies. Under this agreement, the fees associated with procuring SAP licenses and maintenance services are allocated between the Company and JBS USA in proportion to the percentage of licenses used by each company. The agreement expires on the date of expiration, or earlier termination, of the underlying SAP license agreement. The Company also has an agreement with JBS USA to allocate the costs of supporting the business operations by one consolidated corporate team, which have historically been supported by their respective corporate teams. Expenditures paid by JBS USA on behalf of the Company will be reimbursed by the Company and expenditures paid by the Company on behalf of JBS USA will be reimbursed by JBS USA. This agreement expires on December 31, 2025.
18.    REPORTABLE SEGMENTS
The Company operates in three reportable segments: U.S., Europe (formerly known as “U.K. and Europe”), and Mexico. The Company measures segment profit as operating income. Corporate expenses are allocated to the Mexico and Europe reportable segments based upon various apportionment methods for specific expenditures incurred related thereto with the remaining amounts allocated to the U.S. reportable segment.
We conduct separate operations in the continental U.S. and in Puerto Rico. For segment reporting purposes, the Puerto Rico operations are included in the U.S. reportable segment. The chicken products processed by the U.S. reportable segment are sold to foodservice, retail and frozen entrée customers. The segment’s primary distribution is through retailers, foodservice distributors and restaurants.
The Europe reportable segment processes primarily fresh chicken, pork products, specialty meats, ready meals and other prepared foods that are sold to foodservice, retail and direct to consumer customers. The segment’s primary distribution is through retailers, foodservice distributors and restaurants.
The chicken products processed by the Mexico reportable segment are sold to foodservice, retail and frozen entrée customers. The segment’s primary distribution is through retailers, foodservice distributors and restaurants.
Additional information regarding reportable segments is as follows:
Three Months EndedSix Months Ended
June 30, 2024(a)
June 25, 2023(b)
June 30, 2024(a)
June 25, 2023(b)
(In thousands)
Net sales
U.S.$2,663,965 $2,446,208 $5,243,297 $4,878,776 
Europe1,301,541 1,310,750 2,569,444 2,550,014 
Mexico593,808 551,133 1,108,507 1,044,929 
Total$4,559,314 $4,308,091 $8,921,248 $8,473,719 
(a)In addition to the above third party sales, for the three months ended June 30, 2024, the U.S. reportable segment had intercompany sales to the Mexico reportable segment of $29.0 million. These sales consisted of fresh products, prepared products and grain.
(b)In addition to the above third party sales, for the three months ended June 25, 2023, the U.S. reportable segment had intercompany sales to the Mexico reportable segment of $33.8 million. These sales consisted of fresh products, prepared products and grain.
(c)In addition to the above third party sales, for the six months ended June 30, 2024, the U.S. reportable segment had intercompany sales to the Mexico reportable segment of $76.9 million. These sales consisted of fresh products, prepared products and grain.
(d)In addition to the above third party sales, for the six months ended June 25, 2023, the U.S. reportable segment had intercompany sales to the Mexico reportable segment of $64.9 million. These sales consisted of fresh products, prepared products and grain.


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Three Months EndedSix Months Ended
June 30, 2024June 25, 2023June 30, 2024June 25, 2023
(In thousands)
Operating income
U.S.$307,988 $37,265 $487,405 $9,159 
Europe23,993 2,513 55,109 27,774 
Mexico108,809 60,719 148,550 94,894 
Eliminations (226) (213)
Total operating income440,790 100,271 691,064 131,614 
Interest expense, net of capitalized interest31,201 47,152 72,444 89,814 
Interest income(15,863)(7,628)(26,209)(11,228)
Foreign currency transaction losses (gains)(2,225)16,395 (6,562)34,538 
Miscellaneous, net504 (1,331)(2,782)(23,984)
Income before income taxes427,173 45,683 654,173 42,474 
Income tax expense (benefit)100,650 (15,225)152,712 (24,065)
Net income$326,523 $60,908 $501,461 $66,539 
June 30, 2024December 31, 2023
(In thousands)
Total assets
U.S.$7,380,365 $7,012,211 
Europe4,328,933 4,299,985 
Mexico1,174,684 1,684,711 
Eliminations(2,805,525)(3,186,546)
Total assets$10,078,457 $9,810,361 
June 30, 2024December 31, 2023
(In thousands)
Long-lived assets(a)
U.S.$2,104,626 $2,085,222 
Europe1,016,836 1,041,857 
Mexico276,326 301,919 
Eliminations(3,888)(3,888)
Total long-lived assets$3,393,900 $3,425,110 
(a)For this disclosure, we exclude financial instruments, deferred tax assets and intangible assets in accordance with ASC 280-10-50-41, Segment Reporting. Long-lived assets, as used in ASC 280-10-50-41, implies hard assets that cannot be readily removed.
19.    COMMITMENTS AND CONTINGENCIES
General
The Company is a party to many routine contracts in which it provides general indemnities in the normal course of business to third parties for various risks. Among other considerations, the Company has not recorded a liability for any of these indemnities because, based upon the likelihood of payment, the fair value of such indemnities would not have a material impact on its financial condition, results of operations and cash flows.


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Financial Instruments
The Company’s loan agreements generally obligate the Company to reimburse the applicable lender for incremental increased costs due to a change in law that imposes (1) any reserve or special deposit requirement against assets of, deposits with or credit extended by such lender related to the loan, (2) any tax, duty or other charge with respect to the loan (except standard income tax) or (3) capital adequacy requirements. In addition, some of the Company’s loan agreements contain a withholding tax provision that requires the Company to pay additional amounts to the applicable lender or other financing party, generally if withholding taxes are imposed on such lender or other financing party as a result of a change in the applicable tax law. These increased cost and withholding tax provisions continue for the entire term of the applicable transaction and there is no limitation on the maximum additional amounts the Company could be obligated to pay under such provisions. Any failure to pay amounts due under such provisions generally would trigger an event of default and, in a secured financing transaction, would entitle the lender to foreclose upon the collateral to realize the amount due.
Litigation
The Company is subject to various legal proceedings and claims which arise in the ordinary course of business. In the Company’s opinion, it has made appropriate and adequate accruals for claims where necessary; however, the ultimate liability for these matters is uncertain, and if significantly different than the amounts accrued, the ultimate outcome could have a material effect on the financial condition or results of operations of the Company. The Company cannot predict the outcome of the litigation matters or other actions nor when they will be resolved. The consequences of the pending litigation matters are inherently uncertain, and settlements, adverse actions, or adverse judgments in some or all of these matters, including investigations by the U.S. Department of Justice (“DOJ”) or the Attorneys General, may result in monetary damages, fines, penalties, or injunctive relief against the Company, which could be material and could adversely affect its financial condition or results of operations. Any claims or litigation, even if fully indemnified or insured, could damage the Company’s reputation and make it more difficult to compete effectively or to obtain adequate insurance in the future. In addition, the U.S. government’s recent focus on market dynamics in the meat processing industry could expose the Company to additional costs and risks. Except as noted below, we have recorded no provision and are unable to reasonably estimate the amount of loss or amount of any range of loss with respect to these proceedings due to the nature and status of these matters.
Tax Claims and Proceedings
During 2014 and 2015, the Mexican Tax Administration Service (“SAT”) opened a review of Avícola Pilgrim’s Pride de Mexico, S.A. de C.V. (“Avícola”) with regard to tax years 2009 and 2010. In both instances, the SAT claims that controlled company status did not exist for certain subsidiaries because Avícola did not own 50% of the shares in voting rights of Incubadora Hidalgo, S. de R.L de C.V. and Comercializadora de Carnes de México S. de R.L de C.V. (both in 2009) and Pilgrim’s Pride, S. de R.L. de C.V. (in 2010). Avícola appealed the opinion, and on January 31, 2023, the appeal as to tax year 2009 was dismissed by the Mexico Supreme Court. Accordingly, during 2023 PPC paid $25.9 million for tax year 2009. The opinion for tax year 2010 is still under appeal. Accordingly, the Company has an accrual of $15.9 million as of June 30, 2024 with regard to the tax year 2010.
On May 12, 2022, the SAT issued tax assessments against Pilgrim’s Pride, S. de R.L. de C.V. and Provemex Holdings, LLC in connection with PPC’s acquisition of Tyson de México. Following the acquisition, PPC re-domiciled Provemex Holdings, LLC from the U.S. to Mexico. The tax authorities claim that Provemex Holdings, LLC was a Mexican entity at the time of the acquisition and, as a result, was obligated to pay taxes on the sale. The Mexican subsidiaries of PPC filed a petition to nullify these assessments, which is still pending. Amounts under appeal are approximately $269.6 million for each of the two tax assessments. No provision has been recorded for these amounts at this time.
U.S. Litigation
Between September 2, 2016 and October 13, 2016, a series of federal class action lawsuits were filed with the U.S. District Court for the Northern District of Illinois (“Illinois Court”) against PPC and other defendants by and on behalf of direct and indirect purchasers of broiler chickens alleging violations of antitrust and unfair competition laws and styled as In re Broiler Chicken Antitrust Litigation, Case No. 1:16-cv-08637 (the “Broiler Antitrust Litigation”). The complaints seek, among other relief, treble damages for an alleged conspiracy among defendants to reduce output and increase prices of broiler chickens from the period of January 2008 to the present. PPC has entered into agreements to settle all claims made by the three certified classes for an aggregate total of $195.5 million, each of which has received final approval from the Illinois Court. PPC continues to defend itself against the direct-action plaintiffs as well as parties that have opted out of the class settlements (collectively, the “Broiler Opt Outs”). PPC will seek reasonable settlements with the Broiler Opt Outs where they are available. To date, we have recognized an expense of $537.4 million to cover settlements with various Broiler Opt Outs. We have


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recognized these settlement expenses within Selling, general and administrative (“SG&A”) expense in our Condensed Consolidated Statements of Income.
Between August 30, 2019 and October 16, 2019, a series of purported class action lawsuits were filed in the U.S. District Court for the District of Maryland (“Maryland Court”) against PPC and a number of other chicken producers, as well as Webber, Meng, Sahl & Company and Agri Stats, styled as Jien, et al. v. Perdue Farms, Inc., et al., No.19-cv-02521. The plaintiffs are a putative class of poultry processing plant production and maintenance workers (“Poultry Workers Class”) and allege that the defendants conspired to fix and depress the compensation paid to Poultry Workers Class in violation of the Sherman Antitrust Act. PPC entered into an agreement to settle all claims made by the Poultry Workers Class for $29.0 million and paid the plaintiffs this amount during 2021, though the agreement is still subject to final approval by the Maryland Court. We have recognized these settlement expenses within SG&A expense in our Condensed Consolidated Statements of Income.
On January 27, 2017, a purported class action on behalf of broiler chicken farmers was brought against PPC and other chicken producers in the U.S. District Court for the Eastern District of Oklahoma alleging, among other things, a conspiracy to reduce competition for grower services and depress the price paid to growers. The complaint was consolidated with several subsequently filed consolidated amended class action complaints and styled as In re Broiler Chicken Grower Litigation, Case No. CIV-17-033. On June 24, 2024, a settlement was reached in the amount of $100.0 million. We have recognized these settlement expenses within SG&A expense in our Condensed Consolidated Statements of Income. The incremental increase in settlement amount was recognized in the three months ended June 30, 2024.
On October 20, 2016, Patrick Hogan, acting on behalf of himself and a putative class of certain PPC stockholders, filed a class action complaint in the U.S. District Court for the District of Colorado against PPC and its named executive officers styled as Hogan v. Pilgrim’s Pride Corporation, et al., No. 16-CV-02611. The complaint alleges, among other things, that PPC’s SEC filings contained statements that were rendered materially false and misleading. PPC continues to litigate against the putative class plaintiffs. No loss related to this matter can be reasonably estimated or determined probable at this time, therefore no accrual has been recorded to date on this matter.
U.S. State Matters
From February 21, 2017 through May 4, 2021, the Attorneys General for multiple U.S. states have issued civil investigative demands (“CIDs”). The CIDs request, among other things, data and information related to the acquisition and processing of broiler chickens and the sale of chicken products. PPC is cooperating with the Attorneys General in these states in producing documents pursuant to the CIDs.
On September 1, 2020, February 22, 2021, and October 28, 2021, the Attorneys General in New Mexico (State of New Mexico v. Koch Foods, et al., D-101-CV-2020-01891), Alaska (State of Alaska v. Agri Stats, Inc., et al., 3AN-21-04632), and Washington (State of Washington v. Tyson Foods Inc., et al., 21-2-14174-5), respectively, filed complaints against PPC and others based on allegations similar to those asserted in the Broiler Antitrust Litigation. The State of Washington settlement was paid in the second quarter of 2023 for $11.0 million. On June 24, 2024, PPC entered into a settlement with the Attorney General in New Mexico for $5.2 million. On July 3, 2024, PPC entered into a settlement with Attorney General in Alaska for $1.25 million, and this amount was paid on July 10, 2024. These settlements were recognized in SG&A expense in our Condensed Consolidated Statements of Income in their respective periods.
U.S. Federal Matters
On February 9, 2022, PPC learned that the DOJ opened a civil investigation into human resources antitrust matters, and on October 6, 2022, PPC learned that the DOJ opened a civil investigation into grower contracts and payment practices and on October 2, 2023, received a CID requesting information from PPC. PPC is cooperating with the DOJ in its investigations and CID. The DOJ has informed the Company that it is likely to file a civil complaint pursuant to at least one of these investigations.


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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Executive Summary
Overview
Pilgrim’s Pride Corporation (referred to herein as “Pilgrim’s,” “PPC,” “the Company,” “we,” “us,” “our,” or similar terms) is one of the largest chicken producers in the world, with operations in the United States (“U.S.”), the United Kingdom (“U.K.”), Mexico, France, Puerto Rico, the Netherlands and the Republic of Ireland. We reported net income attributable to Pilgrim’s of $500.7 million, or $2.11 per diluted common share, and income before tax totaling $654.2 million, for the six months ended June 30, 2024. These operating results included net sales of $8.9 billion, gross profit of $1.1 billion and $989.7 million of cash provided by operating activities. We generated a consolidated operating margin of 7.7%. For the six months ended June 30, 2024, we generated EBITDA and Adjusted EBITDA of $911.7 million and $1.0 billion, respectively. A reconciliation of net income to EBITDA and Adjusted EBITDA is included below.
Global Economic Conditions
During the second quarter of 2024, global inflation levels continued to decline, but remain above historical averages, in commodity, labor and other operating costs leading to reduced costs from these inputs across all our businesses. The global energy market continues to be impacted by the Russia-Ukraine war, driving up prices as supply out of the Black Sea region is disrupted and future production is at risk. The Russia-Ukraine war's impact on the global feed ingredient market is currently less pronounced as global supply in other growing areas has developed and grain exports from the Black Sea region have remained steady throughout the first half of 2024, with exception of moderate impact on winter wheat crop as noted below. The U.K. and E.U. region saw a continued decrease in inflation rate and flat demand, leading to cost recovery for our business and stabilizing prices for customers, though labor costs continue to be a challenge for our Europe operations. We have and will continue to invest in our people and implement supply chain solutions to mitigate global economic impacts in our Europe operations. In Mexico, inflation remains high and the peso weakened against the U.S. dollar in the second quarter of 2024. Mexico remains a relatively volatile market given overall business seasonality.
Russia-Ukraine War Impacts
The Russia-Ukraine war began in February 2022. The impact of the ongoing war and sanctions has not been limited to businesses that operate in Russia and Ukraine and has negatively impacted and will likely continue to negatively impact other global economic markets including where we operate. The impacts have included and may continue to include, but are not limited to, higher prices for commodities, such as food products, ingredients and energy products, increasing inflation in some countries, and disrupted trade and supply chains. The conflict has disrupted shipments of grains, vegetable oils, fertilizer and energy products. Russia’s suspension of the Black Sea Grain Initiative, which allowed Ukraine to export grain and other food items, may further exacerbate rising food prices and supply chain issues if not reinstated.
The impact on the agriculture markets falls into two main categories: (1) the effect on Ukrainian crop production, as the region is key in global grain production; and (2) the duration of the disruption in trade flows. Safety and financing concerns in the region are restricting export execution, which is in turn forcing grain and oil demand to find alternative supply. The duration of the war and related volatility makes global markets extremely sensitive to growing-season weather in other global grain producing regions and has led to a large risk premium in futures prices. The continued volatility in the global markets as a result of the war has adversely impacted our costs by driving up prices, raising inflation and increasing pressure on the supply of feed ingredients and energy products throughout the global markets. During the second quarter of 2024, feed wheat price increased 12% as a result of deterioration in Russia winter wheat crop. These gains were reversed 9% in June as weather turned favorable for spring production in the northern hemisphere and winter planting in the southern hemisphere.
In addition, the U.S. government and other governments in jurisdictions in which we operate have imposed sanctions and export controls against Russia, Belarus and interests therein and threatened additional sanctions and controls. The impact of these measures, now and in the future, could adversely affect our business, supply chain or customers.
Raw Materials and Pricing
Our U.S. and Mexico segments use corn and soybean meal as the main ingredients for feed production, while our Europe segment uses wheat, soybean meal and barley as the main ingredients for feed production. The following table reflects the highest and lowest prices reached on nearby futures for one bushel of corn, one ton of soybean meal, and one metric ton of wheat during the current and previous years:


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Corn(a)
Soybean Meal(a)
Wheat(a)
Highest PriceLowest PriceHighest PriceLowest PriceHighest PriceLowest Price
(In whole dollars)
2024
Second Quarter464.8 397.3 386.5 328.3 202.8 165.1 
First Quarter466.5 399.8 381.2 327.8 184.5 153.7 
2023
Second Quarter677.5 554.5 465.7 389.7 204.8 165.5 
First Quarter685.3 618.5 513.0 438.3 239.0 191.0 
(a)We obtain corn and soybean meal prices from the Chicago Board of Trade, and we obtain wheat prices from the London International Financial Futures and Options Exchange.
U.S. commodity market prices for chicken products continued to increase during the second quarter of 2024 above the historical five-year average and stabilized late in the second quarter. Per the July 2024 U.S. Department of Agriculture (or “USDA”) report on poultry slaughter, estimated industry ready-to-cook production ended the quarter 0.9% above prior year levels primarily due to incremental increases in broilers processed and average liveweights.
During the second quarter of 2024, the U.S. chicken market experienced robust volume demand, supported by growth in both the retail and foodservice distribution channels throughout the quarter. Export volume in shipments were lower than the five-year historical average, but were sufficient to prevent buildup of dark meat inventories in cold storage while sustaining price levels which were higher than prior year. Chicken cold storage inventories ended the quarter 12.6% below prior year levels after declining seasonally during the quarter.
Domestic volume demand growth in foodservice distribution and retail were sufficient to absorb broiler production and reduce cold storage inventories of chicken at rates that allowed the U.S. chicken market to maintain price levels above the five-year historical average throughout the second quarter.
During the second quarter of 2024, the U.K. chicken market volume was higher than in the same quarter of the prior year and also increased compared to the first quarter of 2024. European supplies into U.K. are increasing slightly as other markets for the E.U. are declining. Our utilities and feed ingredient costs are lower relative to second quarter of 2023. We continue to focus on managing costs, including labor and yield efficiencies, agricultural performance and increasing operational efficiency through investments in capital projects.
Commodity prices for chicken in Mexico increased incrementally during the second quarter and on average were above prior year prices, but stabilized towards the end of the second quarter.
Prices for the remainder of the year will depend on (1) the evolution of foodservice, retail and export meat demand and (2) factors such as government regulation, the ongoing Russia-Ukraine war, feed production input costs, further spread of avian influenza both domestically and abroad, uncertainty surrounding the general economy and overall protein supply.
U.K. market prices for pork products are flat compared to first quarter of 2024, while declining slightly from fourth quarter of 2023. The current levels are above 2022, reflecting pig reduction from a 15% reduction of the English sow herd since 2022. As the level of pigs stabilized, the pig prices have started to wear off and the E.U. pig price ended the quarter at 5.6% below the U.K. standard pig price. The pig supply is shrinking for the first half of 2024 as U.K. head kill is 1.5% below first half of 2023. U.K. pig farming became profitable in the second quarter of 2023 and remained profitable through the end of 2023.
U.K. prices for prepared foods have remained at elevated levels from inflationary pressure, primarily from increased pork prices. We continue to focus on partnering with our Key Customers and increasing operational efficiency.
Reportable Segments
We operate in three reportable segments: U.S., Europe (formerly known as “U.K. and Europe”), and Mexico. We measure segment profit as operating income. Certain corporate expenses are allocated to the Mexico and Europe reportable segments based upon various apportionment methods for specific expenditures incurred related thereto with the remaining amounts allocated to the U.S. For additional information, see “Note 18. Reportable Segments” of our Condensed Consolidated Financial Statements included in this quarterly report.


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Results of Operations
Three Months Ended June 30, 2024 Compared to the Three Months Ended June 25, 2023
Net sales. Net sales generated in the three months ended June 30, 2024 increased $251.2 million, or 5.8%, from net sales generated in the three months ended June 25, 2023. The following table provides net sales information:
Sources of net salesThree Months Ended June 30, 2024Change from Three Months Ended June 25, 2023Impact on Change from Three Months Ended June 25, 2023
AmountPercentSales VolumeSales PricesForeign Currency Translation Impact
(In thousands, except percent data)(In percent)
U.S.$2,663,965 $217,757 8.9 %2.2 %6.7 %— %
Europe1,301,541 (9,209)(0.7)%2.9 %(4.6)%1.0 %
Mexico593,808 42,675 7.7 %2.0 %2.9 %2.8 %
Total net sales$4,559,314 $251,223 5.8 %
U.S. Reportable Segment. U.S. net sales generated in the three months ended June 30, 2024 increased $217.8 million, or 8.9%, from U.S. net sales generated in the three months ended June 25, 2023 primarily due to an increase in net sales per pound of $164.0 million, or 6.7 percentage points, and an increase in sales volume of $53.7 million, or 2.2 percentage points. The increase in net sales per pound was driven primarily by favorable market pricing conditions. The second quarter average commodity chicken market prices were above both prior year and the historical five-year average.
Europe Reportable Segment. Europe net sales generated in the three months ended June 30, 2024 decreased $9.2 million, or 0.7%, from Europe net sales generated in the three months ended June 25, 2023 primarily due to a decrease in net sales per pound of $60.3 million, or 4.6 percentage points. The decrease in net sales per pound was partially offset by an increase in an increase in sales volume and favorable impact of foreign currency translation of $38.3 million, or 2.9 percentage points, and $12.8 million, or 1.0 percentage points, respectively. The decrease in net sales per pound was primarily due to the structure of certain customer contracts impacted by lower input costs.
Mexico Reportable Segment. Mexico net sales generated in the three months ended June 30, 2024 increased $42.7 million, or 7.7%, from Mexico net sales generated in the three months ended June 25, 2023 due to an increase in net sales per pound of $16.1 million, or 2.9%, the favorable impact of foreign currency translation of $15.7 million, or 2.8 percentage points, and an increase in sales volume of $10.9 million, or 2.0 percentage points. The increase in net sales per pound was driven by an increase in commodity chicken prices. The increase in sales volume was driven by shifts in product mix.
Gross profit and cost of sales. Gross profit increased by $413.2 million, or 148.4%, from $278.4 million generated in the three months ended June 25, 2023 to $691.6 million generated in the three months ended June 30, 2024. The following tables provide information regarding gross profit and cost of sales information:
Components of gross profitThree Months Ended June 30, 2024Change from Three Months Ended June 25, 2023Percent of Net Sales
Three Months Ended
AmountPercentJune 30, 2024June 25, 2023
 (In thousands, except percent data)
Net sales$4,559,314 $251,223 5.8 %100.0 %100.0 %
Cost of sales3,867,688 (161,978)(4.0)%84.8 %93.5 %
Gross profit$691,626 $413,201 148.4 %15.2 %6.5 %


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Sources of gross profitThree Months Ended June 30, 2024Change from Three Months Ended June 25, 2023
AmountPercent
 (In thousands, except percent data)
U.S.$452,339 $338,234 296.4 %
Europe113,870 26,842 30.8 %
Mexico125,417 47,899 61.8 %
Elimination— 226 N/A
Total gross profit$691,626 $413,201 148.4 %
Sources of cost of salesThree Months Ended June 30, 2024Change from Three Months Ended June 25, 2023
AmountPercent
 (In thousands, except percent data)
U.S.$2,211,626 $(120,477)(5.2)%
Europe1,187,671 (36,051)(2.9)%
Mexico468,391 (5,224)(1.1)%
Elimination— (226)N/A
Total cost of sales$3,867,688 $(161,978)(4.0)%
U.S. Reportable Segment. Cost of sales incurred by our U.S. operations during the three months ended June 30, 2024 decreased $120.5 million, or 5.2%, from cost of sales incurred by our U.S. segment during the three months ended June 25, 2023. The decrease in cost of sales was primarily driven by a decrease in cost per pound sold of $171.7 million, or 7.4 percentage points, partially offset by an increase in sales volume of $51.2 million, or 2.2 percentage points. The decrease from prior year in cost per pound sold is primarily due to declining feed ingredients costs, specifically corn and soybean meal. Corn market prices decreased approximately 31% from prior year levels and soybean meal market prices decreased approximately 23% from prior year levels. Factors that are partially offsetting the decrease in cost of sales from feed ingredients are increased payroll and incentive compensation costs and an increase in insurance costs related to prior year recognition of income for business interruption insurance recoveries.
Europe Reportable Segment. Cost of sales incurred by our Europe operations during the three months ended June 30, 2024 decreased $36.1 million, or 2.9%, from cost of sales incurred by our Europe segment during the three months ended June 25, 2023. The increase in cost of sales was primarily driven by a decrease in cost per pound sold of $83.5 million, or 6.8 percentage points. The decrease in cost per pound sold was partially offset by an increase in sales volume and the unfavorable impact of foreign currency translation of $35.7 million, or 2.9 percentage points, and $11.7 million, or 1.0 percentage points, respectively.
Mexico Reportable Segment. Cost of sales incurred by our Mexico operations during the three months ended June 30, 2024 decreased $5.2 million, or 1.1%, from cost of sales incurred by our Mexico segment during the three months ended June 25, 2023. This decrease was driven by a decrease in cost per pound sold of $27.0 million, or 5.7 percentage points. The decrease was partially offset by the unfavorable impact of foreign currency translation of $12.4 million, or 2.6 percentage points and an increase in sales volume of $9.4 million, or 2.0 percentage points. The decrease in cost per pound sold was driven by decreased input costs, such as commodity feed ingredients.
Operating income and SG&A expense. Operating income increased by $340.5 million, or 339.6%, from income of $100.3 million generated in the three months ended June 25, 2023 to income of $440.8 million generated in the three months ended June 30, 2024. The following tables provide information regarding operating income and selling, general and administrative (“SG&A”) expense:


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Components of operating incomeThree Months Ended June 30, 2024Change from Three Months Ended June 25, 2023Percent of Net Sales
Three Months Ended
AmountPercentJune 30, 2024June 25, 2023
(In thousands, except percent data)
Gross profit$691,626 $413,201 148.4 %15.2 %6.5 %
SG&A expense214,161 65,725 44.3 %4.7 %3.4 %
Restructuring activities36,675 6,957 23.4 %0.8 %0.7 %
Operating income$440,790 $340,519 339.6 %9.7 %2.3 %
Sources of operating incomeThree Months Ended June 30, 2024Change from Three Months Ended June 25, 2023
AmountPercent
 (In thousands, except percent data)
U.S.$307,988 $270,723 726.5 %
Europe23,993 21,480 854.8 %
Mexico108,809 48,090 79.2 %
Eliminations— 226 N/A
Total operating income$440,790 $340,519 339.6 %
Sources of SG&A expenseThree Months Ended June 30, 2024Change from Three Months Ended June 25, 2023
AmountPercent
 (In thousands, except percent data)
U.S.$144,351 $67,511 87.9 %
Europe53,202 (1,595)(2.9)%
Mexico16,608 (191)(1.1)%
Total SG&A expense$214,161 $65,725 44.3 %
Sources of restructuring activitiesThree Months Ended June 30, 2024Change from Three Months Ended June 25, 2023
AmountPercent
 (In thousands, except percent data)
Europe36,675 6,957 23.4 %
U.S. Reportable Segment. SG&A expense incurred by our U.S. reportable segment during the three months ended June 30, 2024 increased $67.5 million, or 87.9%, from SG&A expense incurred by our U.S. reportable segment during the three months ended June 25, 2023. The increase in SG&A expense resulted primarily from incremental legal settlement expense recognized in the three months ended June 30, 2024 and an increase in incentive compensation costs.
Europe Reportable Segment. SG&A expense incurred by our Europe reportable segment during the three months ended June 30, 2024 decreased $1.6 million, or 2.9%, from SG&A expense incurred by our Europe segment during the three months ended June 25, 2023. The decrease in SG&A expense was primarily due to a decrease in salaries expense related to the Pilgrim’s Europe central restructuring initiative.
Mexico Reportable Segment. SG&A expense incurred by our Mexico reportable segment during the three months ended June 30, 2024 decreased approximately $0.2 million, or 1.1%, from SG&A expense incurred by our Mexico segment during the three months ended June 25, 2023. All factors affecting Mexico SG&A expense were individually immaterial.
Restructuring activities. Losses on restructuring activities of $36.7 million were recognized in the three months ended June 30, 2024. These charges were incurred by our Europe reportable segment primarily as a result of asset impairment recognized on assets in our Pilgrim’s U.K. business that had previously ceased operations, severance and asset impairment related to the closure of facilities within our Pilgrim’s Food Masters business, and severance related to our Pilgrim’s Europe restructuring initiative.
Net interest expense. Net interest expense decreased to $15.3 million recognized in the three months ended June 30, 2024 from $39.5 million recognized in the three months ended June 25, 2023. The decrease in net interest expense resulted


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primarily from a gain on early extinguishment of deb t and an increase in interest income on higher cash balances. During the three months ended June 30, 2024, we repurchased $143.6 million of outstanding principal of the Senior Notes due 2031 and $20.0 million of outstanding principal of the Senior Notes due 2033, resulting in gross realized gains of $13.7 million.
Income taxes. Income tax expense increased to $100.7 million, a 23.6% effective tax rate, for the three months ended June 30, 2024 compared to an income tax benefit of $15.2 million, a (33.3)% effective tax rate, for the three months ended June 25, 2023. The change from an income tax benefit to an income tax expense in 2024 resulted primarily from the increase in profit before income taxes, recognition of a deferred tax asset in a corporate legal entity, and intercompany dividend distributions from our Mexico reportable segment to our U.S. reportable segment.
Six Months Ended June 30, 2024 Compared to the Six Months Ended June 25, 2023
Net sales. Net sales generated in the six months ended June 30, 2024 increased $447.5 million, or 5.3%, from net sales generated in the six months ended June 25, 2023. The following table provides net sales information:
Sources of net salesSix Months Ended June 30, 2024Change from Six Months Ended June 25, 2023Impact on Change from Six Months Ended June 25, 2023
AmountPercentSales VolumeSales PricesForeign Currency Translation Impact
(In thousands, except percent data)(In percent)
U.S.$5,243,297 $364,521 7.5 %2.0 %5.5 %— %
Europe2,569,444 19,430 0.8 %1.9 %(3.9)%2.8 %
Mexico1,108,507 63,578 6.1 %2.8 %(3.3)%6.6 %
Total net sales$8,921,248 $447,529 5.3 %
U.S. Reportable Segment. U.S. net sales generated in the six months ended June 30, 2024 increased $364.5 million, or 7.5%, from U.S. net sales generated in the six months ended June 25, 2023 primarily due to an increase in net sales per pound of $265.6 million, or 5.5 percentage points, and an increase in sales volume of $98.9 million, or 2.0 percentage points. The increase in net sales per pound was driven primarily by favorable market pricing conditions. The first half average commodity chicken market prices were above both prior year and the historical five-year average.
Europe Reportable Segment. Europe net sales generated in the six months ended June 30, 2024 increased $19.4 million, or 0.8%, from Europe net sales generated in the six months ended June 25, 2023 primarily due to a favorable impact of foreign currency translation and an increase in sales volume of $69.6 million, or 2.8 percentage points, and $48.1 million, or 1.9 percentage points, respectively. The increase in net sales was partially offset by a decrease in net price per pound sold of $98.2 million, or 3.9 percentage points. The decrease in net sales per pound was primarily due to the structure of certain customer contracts impacted by lower input costs.
Mexico Reportable Segment. Mexico net sales generated in the six months ended June 30, 2024 increased $63.6 million, or 6.1%, from Mexico net sales generated in the six months ended June 25, 2023 primarily due to an increase from the impact of foreign currency translation and an increase in sales volume of $68.6 million, or 6.6 percentage points, and $29.4 million, or 2.8 percentage points, respectively, partially offset by a decrease in net sales per pound of $34.4 million, or 3.3 percentage points. The increase in sales volume was driven by market requirements in mix with a year-over-year increase in volume in live chicken markets and an increase in imports, partially offset by a decrease in processed chicken volumes. The decrease in price per pound sold was driven by the shift in product mix.
Gross profit and cost of sales. Gross profit increased by $624.1 million from $451.5 million generated in the six months ended June 25, 2023 to $1.1 billion generated in the six months ended June 30, 2024. The following tables provide information regarding gross profit and cost of sales information:
Components of gross profitSix Months Ended June 30, 2024Change from Six Months Ended June 25, 2023Percent of Net Sales
Six Months Ended
AmountPercentJune 30, 2024June 25, 2023
 (In thousands, except percent data)
Net sales$8,921,248 $447,529 5.3 %100.0 %100.0 %
Cost of sales7,845,713 (176,534)(2.2)%87.9 %94.7 %
Gross profit$1,075,535 $624,063 138.2 %12.1 %5.3 %


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Sources of gross profitSix Months Ended June 30, 2024Change from Six Months Ended June 25, 2023
AmountPercent
 (In thousands, except percent data)
U.S.$689,631 $537,197 352.4 %
Europe206,035 34,814 20.3 %
Mexico179,869 51,839 40.5 %
Elimination— 213 N/A
Total gross profit$1,075,535 $624,063 138.2 %
Sources of cost of salesSix Months Ended June 30, 2024Change from Six Months Ended June 25, 2023
AmountPercent
 (In thousands, except percent data)
U.S.$4,553,666 $(172,676)(3.7)%
Europe2,363,409 (15,384)(0.6)%
Mexico928,638 11,739 1.3 %
Elimination— (213)N/A
Total cost of sales$7,845,713 $(176,534)(2.2)%
U.S. Reportable Segment. Cost of sales incurred by our U.S. operations during the six months ended June 30, 2024 decreased $172.7 million, or 3.7%, from cost of sales incurred by our U.S. segment during the six months ended June 25, 2023. The decrease in cost of sales was primarily driven by a decrease in cost per pound sold of $268.5 million, or 5.7 percentage points, partially offset by an increase in sales volume of $95.8 million, or 2.0 percentage points. The decrease from prior year in cost per pound sold is primarily due to declining feed ingredients costs, specifically corn and soybean meal. Corn market prices decreased approximately 28% from prior year levels and soybean meal market prices decreased approximately 16% from prior year levels. Factors that are partially offsetting the decrease in cost of sales from feed ingredients are increased payroll and incentive compensation costs and an increase in insurance costs related to prior year recognition of income for business interruption insurance recoveries.
Europe Reportable Segment. Cost of sales incurred by our Europe operations during the six months ended June 30, 2024 decreased $15.4 million, or 0.6%, from cost of sales incurred by our Europe segment during the six months ended June 25, 2023. The increase in cost of sales was primarily driven by a decrease in cost per pound sold of $124.2 million, or 5.2 percentage points. The decrease in cost per pound sold was partially offset by the unfavorable impact of foreign currency translation and an increase in sales volume of $64.0 million, or 2.8 percentage points, and $44.8 million, or 1.9 percentage points, respectively. The decrease in cost per pound sold was driven by cost recovery from feed ingredients, labor, utilities and other operating costs and was partially offset by an increase related to the prior year one-time recognition of business interruption insurance income.
Mexico Reportable Segment. Cost of sales incurred by our Mexico operations during the six months ended June 30, 2024 increased $11.7 million, or 1.3%, from cost of sales incurred by our Mexico segment during the six months ended June 25, 2023 June 25, 2023. This increase was driven by an unfavorable impact of foreign currency remeasurement and an increase in volume of $57.4 million, or 6.3 percentage points, and $25.8 million, or 2.8 percentage points, respectively. These increases in cost of sales were partially offset by a decrease in cost per pound sold of $71.5 million, or 7.8 percentage points. The increase in volume was driven by market requirements in mix with a year-over-year increase in volume in live chicken markets and an increase in imports, partially offset by a decrease in processed chicken volumes. The decrease in cost per pound sold was driven by decreased commodity feed ingredient input costs.
Operating income and SG&A expense. Operating income increased by $559.5 million, or 425.1%, from income of $131.6 million generated in the six months ended June 25, 2023 to income of $691.1 million generated in the six months ended June 30, 2024. The following tables provide information regarding operating income and selling, general and administrative (“SG&A”) expense:


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Components of operating incomeSix Months Ended June 30, 2024Change from Six Months Ended June 25, 2023Percent of Net Sales
Six Months Ended
AmountPercentJune 30, 2024June 25, 2023
(In thousands, except percent data)
Gross profit$1,075,535 $624,063 138.2 %12.1 %5.3 %
SG&A expense333,237 51,123 18.1 %3.7 %3.3 %
Restructuring activities51,234 13,490 35.7 %0.6 %0.4 %
Operating income$691,064 $559,450 425.1 %7.7 %1.6 %
Sources of operating incomeSix Months Ended June 30, 2024Change from Six Months Ended June 25, 2023
AmountPercent
 (In thousands, except percent data)
U.S.$487,405 $478,246 5,221.6 %
Europe55,109 27,335 98.4 %
Mexico148,550 53,656 56.5 %
Eliminations— 213 N/A
Total operating income$691,064 $559,450 425.1 %
Sources of SG&A expenseSix Months Ended June 30, 2024Change from Six Months Ended June 25, 2023
AmountPercent
 (In thousands, except percent data)
U.S.$202,226 $58,951 41.1 %
Europe99,692 (6,011)(5.7)%
Mexico31,319 (1,817)(5.5)%
Total SG&A expense$333,237 $51,123 18.1 %
Sources of restructuring activities chargesSix Months Ended June 30, 2024Change from Six Months Ended June 25, 2023
AmountPercent
 (In thousands, except percent data)
Europe51,234 13,490 35.7 %
U.S. Reportable Segment. SG&A expense incurred by our U.S. reportable segment during the six months ended June 30, 2024 increased $59.0 million, or 41.1%, from SG&A expense incurred by our U.S. reportable segment during the six months ended June 25, 2023. The increase in SG&A expense resulted primarily from an increase in legal settlement expense and incentive compensation costs, partially offset by an insurance recovery recognized in the current year.
Europe Reportable Segment. SG&A expense incurred by our Europe reportable segment during the six months ended June 30, 2024 decreased $6.0 million, or 5.7%, from SG&A expense incurred by our Europe segment during the six months ended June 25, 2023. The decrease in SG&A expense was primarily due to a decrease in salaries expense related to the Pilgrim’s Europe central restructuring initiative.
Mexico Reportable Segment. SG&A expense incurred by our Mexico reportable segment during the six months ended June 30, 2024 decreased $1.8 million, or 5.5%, from SG&A expense incurred by our Mexico segment during the six months ended June 25, 2023. The primary driver of the decrease in SG&A expense was a decrease in marketing spend and labor costs, partially offset by an increase driven by the unfavorable impact of foreign currency translation.
Restructuring activities. Losses on restructuring activities of $51.2 million were recognized in the six months ended June 30, 2024. These charges were incurred by our Europe reportable segment primarily as a result of asset impairment recognized on assets in our Pilgrim’s U.K. business that had previously ceased operations, severance and asset impairment related to the closure of facilities within our Pilgrim’s Food Masters business, and severance related to our Pilgrim’s Europe restructuring initiative.


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Net interest expense. Net interest expense decreased to $46.2 million recognized in the six months ended June 30, 2024 from $78.6 million recognized in the six months ended June 25, 2023. The decrease in net interest expense resulted primarily from gains on early extinguishment of debt and an increase in interest income on higher cash balances.
Income taxes. Income tax expense increased to $152.7 million, a 23.3% effective tax rate, for the six months ended June 30, 2024 compared to an income tax benefit of $24.1 million, a (56.7)% effective tax rate, for the six months ended June 25, 2023. The change from an income tax benefit to an income tax expense in 2024 resulted primarily from the increase in profit before income taxes.
Liquidity and Capital Resources
The following table presents our available sources of liquidity as of June 30, 2024: 
Sources of LiquidityFacility
Amount
Amount
Outstanding
Amount
Available
 (In millions)
Cash and cash equivalents$— $— $1,317.1 
Borrowing arrangements:
U.S. Credit Facility(a)
850.0 — 825.2 
Mexico Credit Facility(b)
60.6 — 60.6 
Europe Credit Facility(c)
189.7 — 189.7 
(a)Availability under the U.S. Credit Facility is also reduced by our outstanding standby letters of credit. Standby letters of credit outstanding at June 30, 2024 totaled $24.8 million.
(b)The U.S. dollar-equivalent of the facility amount under the Mexico Credit Facility is $60.6 million (Mex$1.1 billion).
(c)The U.S. dollar-equivalent of the facility amount under the Europe Credit Facility is $189.7 million (£150 million).
On May 1, 2024, the Pilgrim’s Board of Directors approved a bond repurchase program which authorizes the Company to repurchase up to $200.0 million worth of our outstanding senior notes. During the three months ended June 30, 2024, we repurchased $143.6 million of outstanding principal of the Senior Notes Due 2031 and $20.0 million of the outstanding principal of the Senior Notes due 2033 for an aggregate of $149.9 million.
We expect cash flows from operations, combined with availability under our credit facilities, to provide sufficient liquidity to fund current obligations, projected working capital requirements, maturities of long-term debt and capital spending for at least the next twelve months.
Historical Flow of Funds
Cash Flows from Operating ActivitiesSix Months Ended
June 30, 2024June 25, 2023
(In millions)
Net income$501.5 $66.5 
Net noncash expenses235.9 151.0 
Changes in operating assets and liabilities:
Trade accounts and other receivables62.4 (55.0)
Inventories146.2 (45.2)
Prepaid expenses and other current assets(43.5)(27.8)
Accounts payable, accrued expenses and other current liabilities14.3 5.1 
Income taxes88.6 9.9 
Long-term pension and other postretirement obligations3.7 0.9 
Other operating assets and liabilities(19.4)(16.1)
Cash provided by operating activities$989.7 $89.3 
Net Noncash Expenses
Items necessary to reconcile from net income to cash flow provided by operating activities included net noncash expenses of $235.9 million for the six months ended June 30, 2024. Net noncash expense items included depreciation and amortization of $211.3 million, asset impairment of $13.4 million, gain on early extinguishment of debt recognized as component of interest expense of $11.2 million, deferred income tax expense of $9.0 million, stock-based compensation costs


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of $6.8 million, losses on property disposals of $2.7 million, loan cost amortization of $2.6 million, and accretion of discounts related to Senior Notes of $1.3 million. Other net noncash items were immaterial.
Items necessary to reconcile from net income to cash flow provided by operating activities included net noncash expenses of $151.0 million for the six months ended June 25, 2023. Net noncash expense items included depreciation and amortization of $203.1 million, loan cost amortization of $4.7 million, asset impairment of $4.0 million, stock-based compensation of $3.3 million accretion of discounts related to Senior Notes of $1.0 million, and gain on equity method investment of $0.3 million. These expense items were partially offset by a deferred income tax benefit of $56.2 million and gains on property disposals of $9.3 million.
Changes in Operating Assets and Liabilities
The change in trade accounts and other receivables represented a $62.4 million source of cash related to operating activities for the six months ended June 30, 2024. This change primarily resulted from a decrease in trade accounts receivable due to timing of payments received. The change in trade accounts and other receivables represented a $55.0 million use of cash related to operating activities for the six months ended June 25, 2023. This change primarily resulted from an increase in trade accounts receivable from increased sales prices and volumes.
The change in inventories represented a $146.2 million source of cash related to operating activities for the six months ended June 30, 2024. This change resulted primarily from decreased raw materials, work-in-process inventories due to lower feed ingredient costs, and lower finished goods inventories. The change in inventories represented a $45.2 million use of cash related to operating activities for the six months ended June 25, 2023. This change resulted primarily from increased raw material costs, such as feed ingredients, and increased finished goods inventories.
The change in prepaid expenses and other current assets represented a $43.5 million use of cash related to operating activities for the six months ended June 30, 2024. This change resulted primarily from an increase in prepaid indirect taxes in our Mexico and Europe reportable segments. The change in prepaid expenses and other current assets represented a $27.8 million use of cash related to operating activities for the six months ended June 25, 2023. This change resulted primarily from a net increase in VAT refund receivables.
The change in accounts payable, accrued expenses and other current liabilities represented a $14.3 million source of cash related to operating activities for the six months ended June 30, 2024. This change resulted primarily from timing of payments to our suppliers, a reduction in grain input costs, and timing of legal settlement payments. The change in accounts payable, revenue contract liabilities, accrued expenses and other current liabilities represented a $5.1 million use of cash related to operating activities for the six months ended June 25, 2023. This change resulted primarily from the timing of payments to suppliers and reduction of use of the supplier finance programs.
The change in income taxes, which includes income taxes receivable, income taxes payable, deferred tax assets, deferred tax liabilities, reserves for uncertain tax positions, and the tax components within accumulated other comprehensive loss, represented a $88.6 million and $9.9 million source of cash for the six months ended June 30, 2024 and June 25, 2023, respectively.
Cash Flows from Investing ActivitiesSix Months Ended
June 30, 2024June 25, 2023
(In millions)
Acquisitions of property, plant and equipment$(213.2)$(286.6)
Proceeds from property disposals4.5 15.0 
Proceeds from property insurance recoveries— 20.7 
Cash used in investing activities$(208.7)$(250.9)
Capital expenditures were incurred for growth projects, such as the South Georgia protein conversion plant, and to improve operational efficiencies, system enhancement projects, and reduce costs for the six months ended June 30, 2024.
Capital expenditures for the six months ended June 25, 2023 were primarily incurred to improve operational efficiencies and reduce costs. Capital expenditures in 2023 also included investments in the Athens, GA plant expansion, the South Georgia protein conversion plant and other automation projects. Proceeds from property disposals were primarily for the sale of a farm in Mexico. Proceeds from property insurance recoveries reflects cash received on insurance claims related to the property losses incurred from the Mayfield, Kentucky tornado that occurred in December 2021.


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Cash Flows from Financing ActivitiesSix Months Ended
June 30, 2024June 25, 2023
(In millions)
Payments on revolving line of credit, long-term borrowings and finance lease obligations$(150.9)$(565.7)
Proceeds from revolving line of credit and long-term borrowings— 1,078.1 
Proceeds from contribution (payment of distribution) of capital under Tax Sharing Agreement with JBS USA Holdings1.4 (1.6)
Payments on early extinguishment of debt(0.2)— 
Payments of capitalized loan costs— (10.4)
Cash provided by financing activities$(149.7)$500.4 
Payments on revolving line of credit, long-term borrowings and finance lease obligations are primarily related to open market repurchases of outstanding senior notes. The proceeds from contribution of capital under the Tax Sharing Agreement with JBS USA Holdings were a payment of net tax incurred during the tax year 2023. Payments on early extinguishment of debt are transaction fees related to the bond repurchases.
For the six months ended June 25, 2023, proceeds from revolving line of credit and long-term borrowings include the $1.0 billion issuance of the U.S. Senior Notes Due 2033 in April 2023 and additional borrowing on the revolver under the U.S. Credit Facility of $35.0 million. Payments on revolving line of credit, long-term borrowings and finance lease obligations include a pay down of the U.S. term loan and outstanding revolver balance. Payments of capitalized loan costs include costs incurred in relation to the issuance of the U.S. Senior Notes Due 2033. The Distribution from Tax Sharing Agreement with JBS USA Holdings is payment of net tax incurred during the tax year 2022 under the tax sharing agreement.
Long-Term Debt and Other Borrowing Arrangements
Our long-term debt and other borrowing arrangements consist of senior notes, revolving credit facilities and other term loan agreements. For a description, refer to “Note 12. Debt.”
Obligor Group Summarized Financial Information
All of the senior unsecured registered notes (collectively, the “Pilgrim’s Senior Notes”) issued by Pilgrim’s Pride Corporation prior to June 30, 2024 are fully and unconditionally guaranteed by Pilgrim’s Pride Corporation of West Virginia Inc., JFC LLC, Gold’n Plump Farms LLC and Gold’n Plump Poultry LLC (the “Subsidiary Guarantors”). As of the date of this report, except for bond repurchases described in Item 1. Note 12 herein, there have been no significant changes to our senior unsecured registered notes from those described in “Part II, Item 8. Financial Statements and Supplementary Data-Note 13. Debt” in our annual report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2024 (the “2023 Annual Report”).
The following tables present summarized financial information for Pilgrim’s Pride Corporation parent company only (as issuer of the Pilgrim’s Senior Notes) and the Subsidiary Guarantors (together, the “Obligor Group”), on a combined basis after the elimination of all intercompany balances and transactions between Pilgrim’ Pride Corporation parent company only and the Subsidiary Guarantors and investments in any non-obligated subsidiary.
Summarized Balance SheetsJune 30, 2024December 31, 2023
(In millions)
Current assets$2,480 $2,106 
Current assets due from non-obligated subsidiaries(a)
204 192 
Current assets due from related parties(b)
— 
Noncurrent assets5,377 2,063 
Current liabilities1,447 1,384 
Current liabilities due to non-obligated subsidiaries(a)
39 325 
Current liabilities due to related parties(b)
32 
Noncurrent liabilities3,447 3,578 
(a)    Represents receivables and short-term lending due from and payables and short-term lending due to non-obligated subsidiaries.
(b)    Represents receivables due from and payables due to JBS affiliates.


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Summarized Income StatementsSix Months Ended June 30, 2024
(In millions)
Net sales$5,256 
Gross profit(a)
695 
Operating income496 
Net income(b)
781 
Net income attributable to Obligor Group(b)
781 
(a)    For the six months ended June 30, 2024, the Obligor Group recognized $73.0 million of net sales to the non-obligated subsidiaries and no purchases from the non-obligated subsidiaries.
(b)    For the six months ended June 30, 2024, the Obligor Group recognized $471.4 million of dividend income from distributions from our Mexico reportable segment.
Pillar II Tax Initiative
Starting in 2024, Pillar II legislation has come into effect in various countries, impacting multinational companies operating in these jurisdictions. As of June 30, 2024, the Company continues to monitor Pillar II legislation and guidance and has yet to accrue any top-up taxes in the Condensed Consolidated Financial Statements.
Recent Accounting Pronouncements
See “Note 1. Business and Summary of Significant Accounting Policies” of our Condensed Consolidated Financial Statements included in this quarterly report for additional information relating to these recent accounting pronouncements.
Critical Accounting Policies and Estimates
As of the date of this report, there have been no significant changes to our critical accounting policies and estimates from those described in “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies and Estimates” in our 2023 Annual Report.
Reconciliation of Net Income to EBITDA and Adjusted EBITDA
“EBITDA” is defined as the sum of net income (loss) plus interest, taxes, depreciation and amortization. “Adjusted EBITDA” is calculated by adding to EBITDA certain items of expense and deducting from EBITDA certain items of income that we believe are not indicative of our ongoing operating performance consisting of: (1) foreign currency transaction gains, (2) costs related to litigation settlements, (3) restructuring activities losses, and (4) net income attributable to noncontrolling interests. EBITDA is presented because it is used by us and we believe it is frequently used by securities analysts, investors and other interested parties, in addition to and not in lieu of results prepared in conformity with U.S. GAAP, to compare the performance of companies. We believe investors would be interested in our Adjusted EBITDA because this is how our management analyzes EBITDA applicable to continuing operations. We also believe that Adjusted EBITDA, in combination with our financial results calculated in accordance with U.S. GAAP, provides investors with additional perspective regarding the impact of certain significant items on EBITDA and facilitates a more direct comparison of our performance with our competitors. EBITDA and Adjusted EBITDA are not measurements of financial performance under U.S. GAAP. EBITDA and Adjusted EBITDA have limitations as analytical tools and should not be considered in isolation or as substitutes for an analysis of our results as reported under U.S. GAAP. Some of the limitations of these measures are:
They do not reflect our cash expenditures, future requirements for capital expenditures or contractual commitments;
They do not reflect changes in, or cash requirements for, our working capital needs;
They do not reflect the significant interest expense or the cash requirements necessary to service interest or principal payments on our debt;
Although depreciation and amortization are noncash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements;
They are not adjusted for all noncash income or expense items that are reflected in our statements of cash flows;
EBITDA does not reflect the impact of earnings or charges attributable to noncontrolling interests;


45



They do not reflect the impact of earnings or charges resulting from matters we consider to not be indicative of our ongoing operations; and
They do not reflect limitations on or costs related to transferring earnings from our subsidiaries to us.
In addition, other companies in our industry may calculate these measures differently than we do, limiting their usefulness as a comparative measure. Because of these limitations, EBITDA and Adjusted EBITDA should not be considered as an alternative to net income as indicators of our operating performance or any other measures of performance derived in accordance with U.S. GAAP. You should compensate for these limitations by relying primarily on our U.S. GAAP results and using EBITDA and Adjusted EBITDA only on a supplemental basis.
Six Months Ended
June 30, 2024
(In thousands)
Net income$501,461 
Add:
Interest expense, net46,235 
Income tax expense152,712 
Depreciation and amortization211,298 
EBITDA911,706 
Add:
Litigation settlements72,190 
Restructuring activities losses51,234 
Minus:
Foreign currency transaction gains6,562 
Net income attributable to noncontrolling interest737 
Adjusted EBITDA$1,027,831 


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ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market Risk-Sensitive Instruments and Positions
The risk inherent in our market risk-sensitive instruments and positions is primarily the potential loss arising from adverse changes in commodity prices, foreign currency exchange rates, interest rates and the credit quality of available-for-sale securities as discussed below. The sensitivity analyses presented do not consider the effects that such adverse changes may have on overall economic activity, nor do they consider additional actions our management may take to mitigate our exposure to such changes. Actual results may differ from those described below.
Commodity Prices
We purchase certain commodities, primarily corn, soybean meal, soybean oil, and wheat, for use as ingredients in the feed we either sell commercially or consume in our live operations. As a result, our earnings are affected by changes in the price and availability of such feed ingredients. We have from time to time attempted to minimize our exposure to the changing price and availability of such feed ingredients using various techniques, including, but not limited to, (1) executing purchase agreements with suppliers for future physical delivery of feed ingredients at established prices and (2) purchasing or selling derivative financial instruments such as futures and options.
For this sensitivity analysis, market risk is estimated as a hypothetical 10% increase in the weighted-average cost of our primary feed ingredients as of the periods presented. The impact of this fluctuation, if realized, could be mitigated by related commodity hedging activity. However, fluctuations greater than 10% could occur.
Three Months Ended June 30, 2024
AmountImpact of 10% Increase in Feed Ingredient Prices
(In thousands)
Feed ingredient purchases(a)
$858,819 $85,882 
Feed ingredient inventory(b)
150,234 15,023 
(a)Based on our feed consumption, a 10% increase in the price of our feed ingredient purchases would have increased cost of sales for the three months ended June 30, 2024.
(b)A 10% increase in ending feed ingredient prices would have increased inventories as of June 30, 2024.

June 30, 2024
AmountImpact of 10% Increase in Commodity Prices
(In thousands)
Net commodity derivative assets(a)
$26,931 $2,693 
(a)We purchase commodity derivative financial instruments, specifically exchange-traded futures and options, in an attempt to mitigate price risk related to our anticipated consumption of commodity inputs for the next 12 months. A 10% increase in corn, soybean meal, soybean oil and wheat prices would have resulted in an increase in the fair value of our net commodity derivative asset position, including margin cash, as of June 30, 2024.
Interest Rates
Fixed-rate debt. Market risk for fixed-rate debt is estimated as the potential decrease in fair value resulting from a hypothetical increase in interest rates of 10%. Using a discounted cash flow analysis, a hypothetical 10% increase in interest rates would have decreased the fair value of our fixed-rate debt by $110.0 million as of June 30, 2024.
Foreign Currency
Mexico Foreign Investments
We are exposed to foreign exchange-related variability of investments and earnings from our Mexican subsidiaries. Foreign currency market risk is the possibility that our financial results or financial position could be better or worse than planned because of changes in foreign currency exchange rates. For this sensitivity analysis, market risk is estimated as a hypothetical 10% change in exchange rates used to convert Mexican peso to U.S. dollars, and the effect of this change on our Mexican foreign investments.
Net Assets. As of June 30, 2024, our Mexican subsidiaries that are denominated in Mexican peso had net assets of $1.2 billion. A 10% weakening in Mexican peso against the U.S. dollar exchange rate would cause a decrease in the net assets of our


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Mexican subsidiaries by $106.0 million. A 10% strengthening in the Mexican peso against the U.S dollar exchange rate would cause an increase in the net assets of our Mexican subsidiaries of $129.5 million.
We are also exposed to the effect of potential currency exchange rate fluctuations to the extent that amounts are repatriated from Mexico to the U.S. The Mexican peso exchange rate can directly and indirectly impact our financial condition and results of operations.
Europe Foreign Investments
We are exposed to foreign exchange-related variability of investments and earnings from our Europe subsidiaries. Foreign currency market risk is the possibility that our financial results or financial position could be better or worse than planned because of changes in foreign currency exchange rates. For this sensitivity analysis, market risk is estimated as a hypothetical 10% change in exchange rates used to convert British pound and euro to U.S. dollars, and the effect of this change on our Europe foreign investments.
Net Assets. As of June 30, 2024, our Europe subsidiaries that are denominated in British pounds had net assets of $4.3 billion. A 10% weakening in British pound against the U.S. dollar exchange rate would cause a decrease in the net assets of our Europe subsidiaries by $387.1 million. A 10% strengthening in the British pound against the U.S dollar exchange rate would cause an increase in the net assets of our Europe subsidiaries of $473.1 million.
Cash flow hedging transactions. We periodically enter into foreign currency forward contracts, which are designated and qualify as cash flow hedges, to hedge foreign currency risk on a portion of sales generated and purchases made by our Europe reportable segment. A 10% weakening or strengthening of the U.S. dollar against the British pound and U.S. dollar against the euro would result in immaterial changes in the fair values of these derivative instruments. No assurance can be given as to how future movements in currency rates could affect our future financial condition or results of operations.
Quality of Investments
Certain retirement plans that we sponsor invest in a variety of financial instruments. We have analyzed our portfolios of investments and, to the best of our knowledge, none of our investments, including money market funds units, commercial paper and municipal securities, have been downgraded, and neither we nor any fund in which we participate hold significant amounts of structured investment vehicles, auction rate securities, collateralized debt obligations, credit derivatives, hedge funds investments, fund of funds investments or perpetual preferred securities. Certain postretirement funds in which we participate hold significant amounts of mortgage-backed securities. However, none of the mortgages collateralizing these securities are considered subprime.
Impact of Inflation
The U.S., Mexico and most of Europe continue to experience inflation at above-historical levels, though to a lesser degree than in the prior year. None of the locations in which we operate are experiencing hyperinflation. We have responded to these inflationary challenges by continuing negotiations with customers to recoup the extraordinary costs we have experienced. We also continue to focus on operational initiatives that aim to deliver labor efficiencies, better agricultural performance and improved yields.
Forward Looking Statements
Certain written and oral statements made by our Company and subsidiaries of our Company may constitute “forward-looking statements” as defined under the Private Securities Litigation Reform Act of 1995. This includes statements made herein, in our other filings with the SEC, in press releases, and in certain other oral and written presentations. Statements of our intentions, beliefs, expectations or predictions for the future, denoted by the words “anticipate,” “believe,” “estimate,” “expect,” “project,” “plan,” “imply,” “intend,” “should,” “foresee” and similar expressions, are forward-looking statements that reflect our current views about future events and are subject to risks, uncertainties and assumptions. Such risks, uncertainties and assumptions include the following:
Matters affecting the chicken and pork industries generally, including fluctuations in the commodity prices of feed ingredients, pigs and chicken;
Our ability to obtain and maintain commercially reasonable terms with vendors and service providers;
Our ability to maintain contracts that are critical to our operations;
Our ability to retain management and other key individuals;


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Outbreaks of avian influenza or other diseases, either in our own flock or elsewhere, affecting our ability to conduct our operations and/or demand for our poultry products;
Contamination of our products, which has previously and can in the future lead to product liability claims and product recalls;
Exposure to risks related to product liability, product recalls, property damage and injuries to persons, for which insurance coverage is expensive, limited and potentially inadequate;
Changes in laws or regulations affecting our operations or the application thereof;
Our ability to ensure that our directors, officers, employees, agents, third-party intermediaries and the companies to which we outsource certain of our business operations will comply with anti-corruption laws or other laws governing the conduct of business with government entities;
New immigration legislation or increased enforcement efforts in connection with existing immigration legislation that cause our costs of business to increase, cause us to change the way in which we do business or otherwise disrupt our operations;
Competitive factors, inflation and pricing pressures, or the loss of one or more of our largest customers;
Inability to consummate, or effectively integrate, any acquisition or to realize the associated anticipated cost savings and operating synergies;
Currency exchange rate fluctuations, trade barriers, exchange controls, expropriation and other risks associated with foreign segments, including risks associated with Brexit;
Restrictions imposed by, and as a result of, Pilgrim’s leverage;
Disruptions in international markets and distribution channels for various reasons, including, but not limited to, the ongoing Russia-Ukraine or Israel-Hamas wars;
The impact of cyber-attacks, natural disasters, power losses, unauthorized access, telecommunication failures, and other problems on our information systems;
Our ability to maintain favorable labor relations with our employees and our compliance with labor laws;
Extreme weather or natural disasters;
The impact of uncertainties in litigation; and
Other risks described herein and under “Risk Factors” in our 2023 Annual Report.
Actual results could differ materially from those projected in these forward-looking statements as a result of these factors, among others, many of which are beyond our control.
The Company’s forward-looking statements speak only as of the date of this report or as of the date they are made. In making these statements, we are not undertaking, and specifically decline to undertake, any obligation to address or update each or any factor in future filings or communications regarding our business or results, and we are not undertaking to address how any of these factors may have caused changes to information contained in previous filings or communications. Although we have attempted to list comprehensively these important cautionary risk factors, we must caution investors and others that other factors may in the future prove to be important and affect our business or results of operations.


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ITEM 4.    CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”), “disclosure controls and procedures” means controls and other procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
As of June 30, 2024, the Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation and subject to the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2024, the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that information we are required to disclose in our reports filed with the SEC is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
The Company’s management, including the Chief Executive Officer and Chief Financial Officer, identified no change in the Company’s internal control over financial reporting that occurred during the three months ended June 30, 2024 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
During 2024, the Company will begin the first phase of a multi-year implementation of an enterprise resource planning (“ERP”) system. The implementation is not expected to materially affect our internal control over financial reporting.


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Table of Contents
PART II. OTHER INFORMATION
ITEM 1.    LEGAL PROCEEDINGS
The information required with respect to this item can be found in Part I, Item 1, Notes to Consolidated Financial Statements, “Note 19. Commitments and Contingencies” in this quarterly report and is incorporated by reference into this Item 1.
ITEM 1A.    RISK FACTORS
For a discussion of our potential risks and uncertainties, please see “ Part I—Item 1A—Risk Factors” and “Part II—Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2023 Annual Report and “Part I—Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations” herein, in each case as updated by the Company’s periodic filings with the SEC.
ITEM 5.    OTHER INFORMATION
None of the Company’s directors or executive officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended June 30, 2024.
ITEM 6. EXHIBITS 
3.1
3.2
31.1
31.2
32.1
32.2
101.INSInline XBRL Instance Document
101.SCHInline XBRL Taxonomy Extension Schema
101.CALInline XBRL Taxonomy Extension Calculation
101.DEFInline XBRL Taxonomy Extension Definition
101.LABInline XBRL Taxonomy Extension Label
101.PREInline XBRL Taxonomy Extension Presentation
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*Filed herewith.
**Furnished herewith.



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Table of Contents
SIGNATURES
    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 PILGRIM’S PRIDE CORPORATION
 
Date: July 31, 2024 /s/ Matthew Galvanoni
 Matthew Galvanoni
 Chief Financial Officer and Chief Accounting Officer
(Principal Financial Officer, Principal Accounting Officer and Authorized Signatory)


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Document

EXHIBIT 31.1
CERTIFICATION BY PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Fabio Sandri, certify that:
 
1.I have reviewed this quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2024, of Pilgrim's Pride Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: July 31, 2024 /s/ Fabio Sandri
 Fabio Sandri
 Principal Executive Officer


Document

EXHIBIT 31.2
CERTIFICATION BY PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Matthew Galvanoni, certify that:
 
1.I have reviewed this quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2024, of Pilgrim's Pride Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: July 31, 2024 /s/ Matthew Galvanoni
 Matthew Galvanoni
 Principal Financial Officer


Document

EXHIBIT 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. § 1350 ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Pilgrim's Pride Corporation (the “Company”), does hereby certify, to such officer's knowledge, that:
The quarterly report on Form 10-Q for the quarter ended June 30, 2024 (the “Form 10-Q”) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: July 31, 2024 /s/ Fabio Sandri
 Fabio Sandri
 Principal Executive Officer



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EXHIBIT 32.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. § 1350 ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Pilgrim's Pride Corporation (the “Company”), does hereby certify, to such officer's knowledge, that:
The quarterly report on Form 10-Q for the quarter ended June 30, 2024 (the “Form 10-Q”) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Date: July 31, 2024 /s/ Matthew Galvanoni
 Matthew Galvanoni
 Principal Financial Officer