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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| | | | | |
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 27, 2026
OR | | | | | |
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______ to _______
Commission File number 1-9273
PILGRIM’S PRIDE CORPORATION
(Exact name of registrant as specified in its charter) | | | | | | | | | | | |
| Delaware | | 75-1285071 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | |
| 1770 Promontory Circle | | 80634-9038 |
| Greeley | CO | | |
| (Address of principal executive offices) | | (Zip code) |
Registrant’s telephone number, including area code: (970) 506-8000
Former name, former address and former fiscal year, if changed since last report: Not Applicable
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | | | | | | |
| Title of each class | | Trading symbol(s) | | Name of each exchange on which registered |
| Common Stock, Par Value $0.01 | | PPC | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | | | | | | | |
| Large Accelerated Filer | ý | | Accelerated Filer | | ☐ |
| Non-accelerated Filer | ☐ | | Smaller reporting company | | ☐ |
| | | Emerging growth company | | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý
Number of shares outstanding of the issuer’s common stock, $0.01 par value per share, as of September 27, 2026, was 238,112,010
INDEX
PILGRIM’S PRIDE CORPORATION | | | | | | | | |
| |
| Item 1. | | |
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| | |
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| | |
| Item 2. | | |
| Item 3. | | |
| Item 4. | | |
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| Item 1. | | |
| Item 1A. | | |
| | |
| Item 5. | | |
| Item 6. | | |
| |
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| | | | | | | | | | | | | | |
| PILGRIM’S PRIDE CORPORATION |
| CONDENSED CONSOLIDATED BALANCE SHEETS |
|
| | (Unaudited) | | |
| | September 27, 2026 | | December 28, 2025 |
| | (In thousands) |
| Cash and cash equivalents | | $ | 935,771 | | | $ | 640,235 | |
| Restricted cash and cash equivalents | | 1,186 | | | — | |
| Trade accounts and other receivables, less allowance for credit losses | | 991,854 | | | 1,164,903 | |
| Accounts receivable from related parties | | 19,748 | | | 13,398 | |
| Inventories | | 2,074,806 | | | 2,031,259 | |
| Income taxes receivable | | 115,739 | | | 103,702 | |
| Prepaid expenses and other current assets | | 327,235 | | | 272,809 | |
| Assets held for sale | | — | | | 11,057 | |
| Total current assets | | 4,466,339 | | | 4,237,363 | |
| Deferred tax assets | | 28,028 | | | 31,211 | |
| Other long-lived assets | | 161,747 | | | 113,195 | |
| Operating lease assets, net | | 318,363 | | | 257,784 | |
| Intangible assets, net | | 793,192 | | | 832,066 | |
| Goodwill | | 1,316,811 | | | 1,338,884 | |
| Property, plant and equipment, net | | 3,851,943 | | | 3,533,027 | |
| Total assets | | $ | 10,936,423 | | | $ | 10,343,530 | |
| | | | |
| Accounts payable | | $ | 1,652,888 | | | $ | 1,588,569 | |
| Accounts payable to related parties | | 49,211 | | | 43,516 | |
| Revenue contract liabilities | | 28,609 | | | 37,622 | |
| Accrued expenses and other current liabilities | | 1,047,645 | | | 1,095,858 | |
| Income taxes payable | | 109,945 | | | 123,769 | |
| Current maturities of long-term debt | | 911 | | | 924 | |
| Total current liabilities | | 2,889,209 | | | 2,890,258 | |
| Noncurrent operating lease liabilities, less current maturities | | 256,276 | | | 199,315 | |
| Long-term debt, less current maturities | | 3,404,706 | | | 3,093,113 | |
| Deferred tax liabilities | | 465,577 | | | 452,326 | |
| Other long-term liabilities | | 32,775 | | | 14,787 | |
| Total liabilities | | 7,048,543 | | | 6,649,799 | |
| Common stock | | 2,633 | | | 2,627 | |
| Treasury stock | | (544,687) | | | (544,687) | |
| Additional paid-in capital | | 2,040,586 | | | 2,023,609 | |
| Retained earnings | | 2,477,929 | | | 2,245,523 | |
| Accumulated other comprehensive loss | | (100,843) | | | (47,022) | |
| Total Pilgrim’s Pride Corporation stockholders’ equity | | 3,875,618 | | | 3,680,050 | |
| Noncontrolling interest | | 12,262 | | | 13,681 | |
| Total stockholders’ equity | | 3,887,880 | | | 3,693,731 | |
| Total liabilities and stockholders’ equity | | $ | 10,936,423 | | | $ | 10,343,530 | |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| PILGRIM’S PRIDE CORPORATION |
| CONDENSED CONSOLIDATED STATEMENTS OF INCOME |
| (Unaudited) |
| | | | | | | | |
| | Three Months Ended | | Nine Months Ended |
| | September 27, 2026 | | September 28, 2025 | | September 27, 2026 | | September 28, 2025 |
| | (In thousands, except per share data) |
| Net sales | | $ | 4,653,206 | | | $ | 4,759,342 | | | $ | 13,812,069 | | | $ | 13,979,716 | |
| Cost of sales | | 4,319,534 | | | 4,099,958 | | | 12,793,155 | | | 12,050,164 | |
| Gross profit | | 333,672 | | | 659,384 | | | 1,018,914 | | | 1,929,552 | |
| Selling, general and administrative expense | | 142,169 | | | 164,997 | | | 587,441 | | | 498,233 | |
Restructuring activities | | — | | | 1,779 | | | 11,464 | | | 21,890 | |
| Operating income | | 191,503 | | | 492,608 | | | 420,009 | | | 1,409,429 | |
| Interest expense, net of capitalized interest | | 31,782 | | | 38,157 | | | 119,489 | | | 122,370 | |
| Interest income | | (1,579) | | | (9,167) | | | (12,199) | | | (45,144) | |
| Foreign currency transaction losses | | 1,304 | | | 5,169 | | | 888 | | | 8,008 | |
| Miscellaneous, net | | (298) | | | (2,931) | | | (2,075) | | | (3,209) | |
| Income before income taxes | | 160,294 | | | 461,380 | | | 313,906 | | | 1,327,404 | |
| Income tax expense | | 43,977 | | | 118,319 | | | 82,919 | | | 331,991 | |
| Net income | | 116,317 | | | 343,061 | | | 230,987 | | | 995,413 | |
| Less: Net income (loss) attributable to noncontrolling interest | | (1,289) | | | 248 | | | (1,419) | | | 1,047 | |
| Net income attributable to Pilgrim’s Pride Corporation | | $ | 117,606 | | | $ | 342,813 | | | $ | 232,406 | | | $ | 994,366 | |
| | | | | | | | |
Weighted average shares of Pilgrim’s Pride Corporation common stock outstanding: | | | | | | | | |
| Basic | | 238,105 | | | 237,546 | | | 237,915 | | | 237,387 | |
| Effect of dilutive common stock equivalents | | 928 | | | 980 | | | 897 | | | 1,024 | |
| Diluted | | 239,033 | | | 238,526 | | | 238,812 | | | 238,411 | |
| | | | | | | | |
Net income attributable to Pilgrim’s Pride Corporation per share of common stock outstanding: | | | | | | | | |
| Basic | | $ | 0.49 | | | $ | 1.44 | | | $ | 0.98 | | | $ | 4.19 | |
| Diluted | | $ | 0.49 | | | $ | 1.44 | | | $ | 0.97 | | | $ | 4.17 | |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
| | | | | | | | | | | | | | | | | | | | | | | |
| PILGRIM’S PRIDE CORPORATION |
| CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME |
| (Unaudited) |
| | | | |
| Three Months Ended | | Nine Months Ended |
| September 27, 2026 | | September 28, 2025 | | September 27, 2026 | | September 28, 2025 |
| (In thousands) |
| Net income | $ | 116,317 | | | $ | 343,061 | | | $ | 230,987 | | | $ | 995,413 | |
| Other comprehensive income (loss): | | | | | | | |
| Foreign currency translation adjustment: | | | | | | | |
| Gains (losses) arising during the period | 1,419 | | | (41,412) | | | (54,258) | | | 284,515 | |
| Derivative financial instruments designated as cash flow hedges: | | | | | | | |
| Gains (losses) arising during the period | (266) | | | (2,548) | | | 182 | | | (804) | |
| | | | | | | |
| Reclassification to net earnings for losses realized | 178 | | | 734 | | | 122 | | | 2,016 | |
| | | | | | | |
| Available-for-sale securities: | | | | | | | |
| Losses arising during the period | (17) | | | (7) | | | (51) | | | (94) | |
| Income tax effect | 4 | | | 12 | | | 12 | | | 35 | |
| Reclassification to net earnings for losses realized | — | | | 8 | | | 51 | | | 110 | |
| Income tax effect | — | | | (2) | | | (12) | | | (27) | |
| Defined benefit plans: | | | | | | | |
| Gains (losses) arising during the period | 1,473 | | | (2,506) | | | 255 | | | (1,995) | |
| Income tax effect | (372) | | | 618 | | | (40) | | | 393 | |
| Reclassification to net earnings of gains realized | (34) | | | (83) | | | (107) | | | (1,610) | |
| Income tax effect | 8 | | | 20 | | | 25 | | | 395 | |
| Total other comprehensive income (loss), net of tax | 2,393 | | | (45,166) | | | (53,821) | | | 282,934 | |
| Comprehensive income | 118,710 | | | 297,895 | | | 177,166 | | | 1,278,347 | |
| Less: Comprehensive income (loss) attributable to noncontrolling interests | (1,289) | | | 248 | | | (1,419) | | | 1,047 | |
Comprehensive income attributable to Pilgrim’s Pride Corporation | $ | 119,999 | | | $ | 297,647 | | | $ | 178,585 | | | $ | 1,277,300 | |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| PILGRIM’S PRIDE CORPORATION |
| CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY |
| (Unaudited) |
|
| Nine Months Ended September 27, 2026 | | Common Stock | | Treasury Stock | | Additional Paid-in Capital | | Retained Earnings | | Accumulated Other Comprehensive Loss | | Noncontrolling Interest | | Total |
| | Shares | | Amount | | Shares | | Amount | |
| | (In thousands) |
| Balance at December 28, 2025 | | 262,688 | | | $ | 2,627 | | | (25,142) | | | $ | (544,687) | | | $ | 2,023,609 | | | $ | 2,245,523 | | | $ | (47,022) | | | $ | 13,681 | | | $ | 3,693,731 | |
| Net income | | — | | | — | | | — | | | — | | | — | | | 232,406 | | | — | | | (1,419) | | | 230,987 | |
| Other comprehensive loss, net of tax | | — | | | — | | | — | | | — | | | — | | | — | | | (53,821) | | | — | | | (53,821) | |
| Stock-based compensation plans: | | | | | | | | | | | | | | | | | | |
| Common stock issued under compensation plans | | 565 | | | 6 | | | — | | | — | | | (6) | | | — | | | — | | | — | | | — | |
| Requisite service period recognition | | — | | | — | | | — | | | — | | | 16,983 | | | — | | | — | | | — | | | 16,983 | |
| Balance at September 27, 2026 | | 263,253 | | | $ | 2,633 | | | (25,142) | | | $ | (544,687) | | | $ | 2,040,586 | | | $ | 2,477,929 | | | $ | (100,843) | | | $ | 12,262 | | | $ | 3,887,880 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 27, 2026 | | Common Stock | | Treasury Stock | | Additional Paid-in Capital | | Retained Earnings | | Accumulated Other Comprehensive Loss | | Noncontrolling Interest | | Total |
| | Shares | | Amount | | Shares | | Amount | |
| | (In thousands) |
| Balance at June 28, 2026 | | 263,062 | | | $ | 2,631 | | | (25,142) | | | $ | (544,687) | | | $ | 2,034,816 | | | $ | 2,360,323 | | | $ | (103,236) | | | $ | 13,551 | | | $ | 3,763,398 | |
| Net income | | — | | | — | | | — | | | — | | | — | | | 117,606 | | | — | | | (1,289) | | | 116,317 | |
| Other comprehensive income, net of tax | | — | | | — | | | — | | | — | | | — | | | — | | | 2,393 | | | — | | | 2,393 | |
| Stock-based compensation plans: | | | | | | | | | | | | | | | | | | |
| Common stock issued under compensation plans | | 191 | | | 2 | | | — | | | — | | | (2) | | | — | | | — | | | — | | | — | |
| Requisite service period recognition | | — | | | — | | | — | | | — | | | 5,772 | | | — | | | — | | | — | | | 5,772 | |
| Balance at September 27, 2026 | | 263,253 | | | $ | 2,633 | | | (25,142) | | | $ | (544,687) | | | $ | 2,040,586 | | | $ | 2,477,929 | | | $ | (100,843) | | | $ | 12,262 | | | $ | 3,887,880 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended September 28, 2025 | | Common Stock | | Treasury Stock | | Additional Paid-in Capital | | Retained Earnings | | Accumulated Other Comprehensive Loss | | Noncontrolling Interest | | Total |
| | Shares | | Amount | | Shares | | Amount | |
| | (In thousands) |
| Balance at December 29, 2024 | | 262,263 | | | $ | 2,623 | | | (25,142) | | | $ | (544,687) | | | $ | 1,994,259 | | | $ | 3,157,511 | | | $ | (370,300) | | | $ | 13,990 | | | $ | 4,253,396 | |
| Net income | | — | | | — | | | — | | | — | | | — | | | 994,366 | | | — | | | 1,047 | | | 995,413 | |
| Other comprehensive income, net of tax | | — | | | — | | | — | | | — | | | — | | | — | | | 282,934 | | | — | | | 282,934 | |
| Stock-based compensation plans: | | | | | | | | | | | | | | | | | | |
| Common stock issued under compensation plans | | 425 | | | 4 | | | — | | | — | | | (4) | | | — | | | — | | | — | | | — | |
| Requisite service period recognition | | — | | | — | | | — | | | — | | | 19,575 | | | — | | | — | | | — | | | 19,575 | |
| Special cash dividend | | — | | | — | | | — | | | — | | | — | | | (1,994,347) | | | — | | | — | | | (1,994,347) | |
| Purchase of noncontrolling interest | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (1,294) | | | (1,294) | |
| Balance at September 28, 2025 | | 262,688 | | | $ | 2,627 | | | (25,142) | | | $ | (544,687) | | | $ | 2,013,830 | | | $ | 2,157,530 | | | $ | (87,366) | | | $ | 13,743 | | | $ | 3,555,677 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 28, 2025 | | Common Stock | | Treasury Stock | | Additional Paid-in Capital | | Retained Earnings | | Accumulated Other Comprehensive Loss | | Noncontrolling Interest | | Total |
| | Shares | | Amount | | Shares | | Amount | |
| | (In thousands) |
| Balance at June 29, 2025 | | 262,521 | | | $ | 2,625 | | | (25,142) | | | $ | (544,687) | | | $ | 2,008,442 | | | $ | 2,313,567 | | | $ | (42,200) | | | $ | 14,789 | | | $ | 3,752,536 | |
| Net income | | — | | | — | | | — | | | — | | | — | | | 342,813 | | | — | | | 248 | | | 343,061 | |
| Other comprehensive loss, net of tax | | — | | | — | | | — | | | — | | | — | | | — | | | (45,166) | | | — | | | (45,166) | |
| Stock-based compensation plans: | | | | | | | | | | | | | | | | | | |
| Common stock issued under compensation plans | | 167 | | | 2 | | | — | | | — | | | (2) | | | — | | | — | | | — | | | — | |
| Requisite service period recognition | | — | | | — | | | — | | | — | | | 5,390 | | | — | | | — | | | — | | | 5,390 | |
| Special cash dividend | | — | | | — | | | — | | | — | | | — | | | (498,850) | | | — | | | — | | | (498,850) | |
| Purchase of noncontrolling interest | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (1,294) | | | (1,294) | |
| Balance at September 28, 2025 | | 262,688 | | | $ | 2,627 | | | (25,142) | | | $ | (544,687) | | | $ | 2,013,830 | | | $ | 2,157,530 | | | $ | (87,366) | | | $ | 13,743 | | | $ | 3,555,677 | |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
| | | | | | | | | | | | | | |
| PILGRIM’S PRIDE CORPORATION |
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS |
| (Unaudited) |
| | Nine Months Ended |
| | September 27, 2026 | | September 28, 2025 |
| | (In thousands) |
| Cash flows from operating activities: | | | | |
| Net income | | $ | 230,987 | | | $ | 995,413 | |
| Adjustments to reconcile net income to cash provided by operating activities: | | | | |
| Depreciation and amortization | | 365,010 | | | 334,448 | |
| Asset impairment | | 22,263 | | | 844 | |
| Deferred income tax expense (benefit) | | 21,654 | | | (34,042) | |
| Stock-based compensation | | 16,983 | | | 19,575 | |
| Loss on early extinguishment of debt recognized as a component of interest expense | | 16,327 | | | 573 | |
| Loss on property disposals | | 5,209 | | | 2,855 | |
| Loan cost amortization | | 3,817 | | | 3,718 | |
| Accretion of discount related to Senior Notes | | 1,669 | | | 1,796 | |
| | | | |
| Changes in operating assets and liabilities: | | | | |
| Trade accounts and other receivables | | 154,564 | | | (84,675) | |
| Inventories | | (64,632) | | | (138,932) | |
| Prepaid expenses and other current assets | | (54,864) | | | (34,558) | |
| Accounts payable, accrued expenses and other current liabilities | | 16,435 | | | (42,442) | |
| Income taxes | | (27,163) | | | 95,827 | |
| Long-term pension and other postretirement obligations | | 2,618 | | | (245) | |
| Other operating assets and liabilities | | (26,690) | | | (39,715) | |
| Cash provided by operating activities | | 684,187 | | | 1,080,440 | |
| Cash flows from investing activities: | | | | |
| Acquisitions of property, plant and equipment | | (682,072) | | | (441,146) | |
| Proceeds from property disposals | | 11,718 | | | 4,143 | |
| Business acquisitions | | (3,073) | | | — | |
| Cash used in investing activities | | (673,427) | | | (437,003) | |
| Cash flows from financing activities: | | | | |
| Proceeds from revolving line of credit and long-term borrowings | | 709,308 | | | — | |
| Payments on revolving line of credit, long-term borrowings and finance lease obligations | | (399,770) | | | (114,772) | |
| Payment on early extinguishment of debt | | (14,548) | | | (2,120) | |
| Payments of capitalized loan costs | | (6,464) | | | — | |
| Payments for dividend | | — | | | (1,994,347) | |
| | | | |
| Purchase of noncontrolling interest | | — | | | (1,294) | |
| Cash provided by (used in) financing activities | | 288,526 | | | (2,112,533) | |
| Effect of exchange rate changes on cash and cash equivalents | | (2,564) | | | 41,281 | |
| Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents | | 296,722 | | | (1,427,815) | |
| Cash, cash equivalents, restricted cash and restricted cash equivalents, beginning of period | | 640,235 | | | 2,043,158 | |
| Cash, cash equivalents, restricted cash and restricted cash equivalents, end of period | | $ | 936,957 | | | $ | 615,343 | |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
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 food companies 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 is primarily a chicken producer, with pork and lamb operations in the U.K. 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 (from its U.K. operations) to over 120 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, pork ribs, and lamb products. 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 14 U.S. states, the U.K., Mexico, France, Puerto Rico, the Netherlands and the Republic of Ireland. As of September 27, 2026, JBS N.V., through its indirect wholly-owned subsidiaries (collectively, “JBS”), beneficially owned 82.1% of the Company’s outstanding common stock.
Condensed Consolidated Financial Statements
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal and recurring adjustments unless otherwise disclosed) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 27, 2026 are not necessarily indicative of the results that may be expected for the year ending December 27, 2026. 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 28, 2025.
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, 2026) in the notes to these Condensed Consolidated Financial Statements applies to our fiscal year and not the calendar year. The nine months ended September 27, 2026 represents the period from December 29, 2025 through September 27, 2026. The nine months ended September 28, 2025 represents the period from December 30, 2024 through September 28, 2025.
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, identifiable intangible assets, valuation of deferred tax assets, insurance accruals, valuation of pension and other postretirement benefits obligations, income tax accruals, certain derivative positions, 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 functional currency of the Company’s operations in Mexico is the Mexican peso.
Walkers Sale and Purchase Agreement
On August 14, 2026, the Company entered into a sale and purchase agreement (the “SPA”) with Samworth Brothers Limited, a company incorporated in England and Wales (the “Seller”). Pursuant to the SPA, a wholly-owned subsidiary of the Company, Onix Investments UK Limited, a company incorporated in England and Wales (the “Designated Buyer”), has agreed to acquire the entire issued share capital of Walkers Deli & Sausage Company Limited (“Walkers”), a wholly-owned subsidiary of the Seller that conducts the Seller’s pork products business in the U.K. The aggregate purchase price for the acquisition is £141.5 million (or approximately $191.9 million based on a USD to GBP exchange rate of 1.36 as of August 13, 2026), to be paid by the Designated Buyer (or, failing which, by the Company) in cash upon closing, subject to certain routine closing adjustments with respect to working capital and net indebtedness. Closing is expected to occur early in 2027.
Recent Accounting Pronouncements Not Yet Adopted as of September 27, 2026
In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40), which requires additional disclosures for certain costs and expenses to help investors better understand major components of an entity’s income statement. The guidance requires additional disclosures for costs and expenses such as purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The provisions of the new guidance will be effective for annual reporting years beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. 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 its products. While there may be master agreements, the contract is only established when the customer’s order is accepted by the Company. The Company accounts for a contract, which may be verbal or written, when it is approved and committed by both parties, the rights of the parties are identified along with payment terms, the contract has commercial substance and collectability is probable.
The Company evaluates the transaction for distinct performance obligations, which are the sale of its products to customers. Since its products are commodity market-priced, the sales price is representative of the observable, standalone selling price. Each performance obligation is recognized based upon a pattern of recognition that reflects the transfer of control to the customer at a point in time, which is upon destination (customer location or port of destination), and depicts the transfer of control and recognition of revenue. There are instances of customer pick-up at the Company’s facilities, 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 September 27, 2026 |
| (In thousands) |
| Fresh | | Prepared | | Export | | Other (a) | | Total |
| U.S. | $ | 2,044,077 | | | $ | 372,939 | | | $ | 130,517 | | | $ | 132,601 | | | $ | 2,680,134 | |
| Europe | 454,222 | | | 761,824 | | | 139,188 | | | 18,779 | | | 1,374,013 | |
| Mexico | 499,513 | | | 62,145 | | | — | | | 37,401 | | | 599,059 | |
| Total net sales | $ | 2,997,812 | | | $ | 1,196,908 | | | $ | 269,705 | | | $ | 188,781 | | | $ | 4,653,206 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 28, 2025 |
| (In thousands) |
| Fresh | | Prepared | | Export | | Other (a) | | Total |
| U.S. | $ | 2,285,301 | | | $ | 351,242 | | | $ | 119,827 | | | $ | 80,243 | | | $ | 2,836,613 | |
| Europe | 441,162 | | | 796,788 | | | 154,545 | | | — | | | 1,392,495 | |
| Mexico | 439,265 | | | 60,887 | | | — | | | 30,082 | | | 530,234 | |
| Total net sales | $ | 3,165,728 | | | $ | 1,208,917 | | | $ | 274,372 | | | $ | 110,325 | | | $ | 4,759,342 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended September 27, 2026 |
| (In thousands) |
| Fresh | | Prepared | | Export | | Other (a) | | Total |
| U.S. | $ | 6,218,011 | | | $ | 1,069,440 | | | $ | 347,238 | | | $ | 330,085 | | | $ | 7,964,774 | |
| Europe | 1,356,838 | | | 2,276,326 | | | 447,718 | | | 34,522 | | | 4,115,404 | |
| Mexico | 1,430,314 | | | 198,912 | | | — | | | 102,665 | | | 1,731,891 | |
| Total net sales | $ | 9,005,163 | | | $ | 3,544,678 | | | $ | 794,956 | | | $ | 467,272 | | | $ | 13,812,069 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended September 28, 2025 |
| (In thousands) |
| Fresh | | Prepared | | Export | | Other (a) | | Total |
| U.S. | $ | 6,829,130 | | | $ | 983,630 | | | $ | 328,630 | | | $ | 258,797 | | | $ | 8,400,187 | |
| Europe | 1,178,340 | | | 2,350,310 | | | 424,693 | | | 41,951 | | | 3,995,294 | |
| Mexico | 1,332,735 | | | 167,216 | | | — | | | 84,284 | | | 1,584,235 | |
| Total net sales | $ | 9,340,205 | | | $ | 3,501,156 | | | $ | 753,323 | | | $ | 385,032 | | | $ | 13,979,716 | |
(a)Included in Other sales shown above are sales of commodity grains and protein byproducts
Additional disaggregation of revenue by sales channel is provided below:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 27, 2026 |
| (In thousands) |
| Retail | | Foodservice | | Export | | Other | | Total |
| U.S. | $ | 1,494,425 | | | $ | 909,515 | | | $ | 130,517 | | | $ | 145,677 | | | $ | 2,680,134 | |
| Europe | 818,569 | | | 240,178 | | | 139,188 | | | 176,078 | | | 1,374,013 | |
Mexico(a) | 165,219 | | | 269,447 | | | — | | | 164,393 | | | 599,059 | |
| Total net sales | $ | 2,478,213 | | | $ | 1,419,140 | | | $ | 269,705 | | | $ | 486,148 | | | $ | 4,653,206 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 28, 2025 |
| (In thousands) |
| Retail | | Foodservice | | Export | | Other | | Total |
| U.S. | $ | 1,565,285 | | | $ | 1,051,877 | | | $ | 119,827 | | | $ | 99,624 | | | $ | 2,836,613 | |
| Europe | 851,509 | | | 242,759 | | | 154,545 | | | 143,682 | | | 1,392,495 | |
Mexico(a) | 147,572 | | | 232,642 | | | — | | | 150,020 | | | 530,234 | |
| Total net sales | $ | 2,564,366 | | | $ | 1,527,278 | | | $ | 274,372 | | | $ | 393,326 | | | $ | 4,759,342 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended September 27, 2026 |
| (In thousands) |
| Retail | | Foodservice | | Export | | Other | | Total |
| U.S. | $ | 4,505,685 | | | $ | 2,728,543 | | | $ | 347,238 | | | $ | 383,308 | | | $ | 7,964,774 | |
| Europe | 2,488,330 | | | 738,772 | | | 447,718 | | | 440,584 | | | 4,115,404 | |
Mexico(a) | 483,483 | | | 765,983 | | | — | | | 482,425 | | | 1,731,891 | |
| Total net sales | $ | 7,477,498 | | | $ | 4,233,298 | | | $ | 794,956 | | | $ | 1,306,317 | | | $ | 13,812,069 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended September 28, 2025 |
| (In thousands) |
| Retail | | Foodservice | | Export | | Other | | Total |
| U.S. | $ | 4,638,890 | | | $ | 3,135,145 | | | $ | 328,630 | | | $ | 297,522 | | | $ | 8,400,187 | |
| Europe | 2,473,737 | | | 700,026 | | | 424,693 | | | 396,838 | | | 3,995,294 | |
Mexico(a) | 413,559 | | | 716,996 | | | — | | | 453,680 | | | 1,584,235 | |
| Total net sales | $ | 7,526,186 | | | $ | 4,552,167 | | | $ | 753,323 | | | $ | 1,148,040 | | | $ | 13,979,716 | |
(a)Included in Mexico’s foodservice channel are sales to wholesale public meat markets that typically sell product on to foodservice customers. Included in Mexico’s 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 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 28, 2025 | $ | 37,622 | |
| Revenue recognized | (19,410) | |
| Cash received, excluding amounts recognized as revenue during the period | 10,319 | |
| Currency translation | 78 | |
| Balance as of September 27, 2026 | $ | 28,609 | |
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
Information regarding the Company’s outstanding derivative instruments and cash collateral posted with brokers is included in the following table:
| | | | | | | | | | | |
| September 27, 2026 | | December 28, 2025 |
| (In thousands) |
| Fair values: | | | |
| Commodity derivative assets | $ | 17,323 | | | $ | 9,509 | |
| Commodity derivative liabilities | (8,249) | | | (1,343) | |
| Foreign currency derivative assets | 1,660 | | | 95 | |
| Foreign currency derivative liabilities | (138) | | | (205) | |
| | | |
| Sales contract derivative liabilities | (4,826) | | | (2,638) | |
Cash collateral posted with brokers(a) | 1,186 | | | — | |
Margin cash payable(a) | — | | | (3,886) | |
Derivatives coverage(b): | | | |
| Corn | 12.5 | % | | 11.6 | % |
| Soybean meal | 13.0 | % | | 13.8 | % |
| Period through which stated percent of needs are covered: | | | |
| Corn | December 2027 | | December 2026 |
| Soybean meal | July 2027 | | December 2026 |
(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 Ended | | Nine Months Ended | |
Type of Contract (a) | September 27, 2026 | | September 28, 2025 | | September 27, 2026 | | September 28, 2025 | Affected Line Item in the Condensed Consolidated Statements of Income |
| (In thousands) | |
| Commodity derivatives | $ | 16,824 | | | $ | 7,260 | | | $ | 12,080 | | | $ | (14,744) | | Cost of sales |
| Sales contract derivatives | (5,457) | | | (5,527) | | | (2,188) | | | (2,299) | | Net sales |
| Foreign currency derivatives | 1,592 | | | — | | | 1,592 | | | — | | Foreign currency transaction losses |
| Total | $ | 12,959 | | | $ | 1,733 | | | $ | 11,484 | | | $ | (17,043) | | |
(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 (Loss) |
| Three Months Ended | | Nine Months Ended |
| September 27, 2026 | | September 28, 2025 | | September 27, 2026 | | September 28, 2025 |
| (In thousands) |
| Foreign currency derivatives | $ | (268) | | | $ | (2,504) | | | $ | 178 | | | $ | (846) | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Gains (Losses) Reclassified from AOCI into Income |
| Three Months Ended September 27, 2026 | | Three Months Ended September 28, 2025 |
| Net sales(a) | | Cost of sales(b) | | Net sales(a) | | Cost of sales(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 | $ | 4,653,206 | | | $ | 4,319,534 | | | $ | 4,759,342 | | | $ | 4,099,958 | |
| Impact from cash flow hedging instruments: | | | | | | | |
| Foreign currency derivatives | (243) | | | (65) | | | (734) | | | — | |
(a)Amounts represent income (expenses) related to net sales.
(b)Amounts represent expenses (income) related to cost of sales.
| | | | | | | | | | | | | | | | | | | | | | | |
| Gains (Losses) Reclassified from AOCI into Income |
| Nine Months Ended September 27, 2026 | | Nine Months Ended September 28, 2025 |
| Net sales(a) | | Cost of sales(b) | | Net sales(a) | | Cost of sales(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 | $ | 13,812,069 | | | $ | 12,793,155 | | | $ | 13,979,716 | | | $ | 12,050,164 | |
| Impact from cash flow hedging instruments: | | | | | | | |
| Foreign currency derivatives | (223) | | | (101) | | | (2,047) | | | (31) | |
(a)Amounts represent income (expenses) related to net sales.
(b)Amounts represent expenses (income) related to cost of sales.
At September 27, 2026, there was a $1.2 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.
4. TRADE ACCOUNTS AND OTHER RECEIVABLES
Trade accounts and other receivables, less allowance for credit losses, consisted of the following:
| | | | | | | | | | | | | | |
| | September 27, 2026 | | December 28, 2025 |
| | (In thousands) |
| Trade accounts receivable | | $ | 930,222 | | | $ | 1,109,218 | |
| Notes receivable from third parties | | 10,164 | | | 10,111 | |
| Other receivables | | 58,649 | | | 52,690 | |
| Receivables, gross | | 999,035 | | | 1,172,019 | |
Allowance for credit losses (a) | | (7,181) | | | (7,116) | |
| Receivables, net | | $ | 991,854 | | | $ | 1,164,903 | |
| | | | |
Accounts receivable from related parties(b) | | $ | 19,748 | | | $ | 13,398 | |
(a)Activity in the allowance for credit losses was immaterial in the nine months ended September 27, 2026.
(b)Additional information regarding accounts receivable from related parties is included in “Note 15. Related Party Transactions.”
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 no recourse to the Company or JBS USA. At September 27, 2026, the maximum capacity of the facility was $495.0 million. 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:
| | | | | | | | | | | | | | |
| | September 27, 2026 | | December 28, 2025 |
| | (In thousands) |
| Raw materials and work-in-process | | $ | 1,248,107 | | | $ | 1,191,188 | |
| Finished products | | 626,767 | | | 644,792 | |
| Operating supplies | | 89,904 | | | 85,164 | |
| Maintenance materials and parts | | 110,028 | | | 110,115 | |
| Total inventories | | $ | 2,074,806 | | | $ | 2,031,259 | |
6. GOODWILL AND INTANGIBLE ASSETS
The activity in goodwill by segment for the nine months ended September 27, 2026 was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | December 28, 2025 | | | | | | Currency Translation | | September 27, 2026 |
| | (In thousands) |
| U.S. | | $ | 41,936 | | | | | | | $ | — | | | $ | 41,936 | |
| Europe | | 1,183,920 | | | | | | | (23,454) | | | 1,160,466 | |
| Mexico | | 113,028 | | | | | | | 1,381 | | | 114,409 | |
| Total | | $ | 1,338,884 | | | | | | | $ | (22,073) | | | $ | 1,316,811 | |
Intangible assets consisted of the following:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 28, 2025 | | Additions | | Amortization | | Currency Translation | | September 27, 2026 |
| | (In thousands) |
| Cost: | | | | | | | | | | |
| Trade names not subject to amortization | | $ | 613,536 | | | $ | — | | | $ | — | | | $ | (11,694) | | | $ | 601,842 | |
| Trade names subject to amortization | | 114,762 | | | — | | | — | | | (753) | | | 114,009 | |
| Customer relationships | | 456,415 | | | 1,122 | | | — | | | (5,656) | | | 451,881 | |
| Accumulated amortization: | | | | | | | | | | |
| Trade names | | (66,052) | | | — | | | (1,007) | | | (1,765) | | | (68,824) | |
| Customer relationships | | (286,595) | | | — | | | (7,546) | | | (11,575) | | | (305,716) | |
| Intangible assets, net | | $ | 832,066 | | | $ | 1,122 | | | $ | (8,553) | | | $ | (31,443) | | | $ | 793,192 | |
On January 13, 2026, the Company acquired 100% of the equity of Hermitage AI Ltd. from Hermitage Group for £2.3 million, or about $3.1 million. The acquisition was funded with cash on hand. Transaction costs were immaterial and expensed as incurred. The fair value of the net assets acquired was £1.4 million. During the three months ended September 27, 2026, the Company identified customer relationship intangible assets that had previously been included in goodwill as part of the preliminary purchase price allocation for the acquisition completed in January 2026. Accordingly, $1.1 million was reclassified from goodwill to customer relationship intangible assets and is reflected in additions in the table above.
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 September 27, 2026, the Company assessed if events or changes in circumstances indicated that any asset group-level carrying amounts of its intangible assets might not be recoverable. The Company will perform its annual tests of recoverability of all goodwill and trade names not subject to amortization in the fourth quarter of 2026, which if there were to be an impairment, could be material.
7. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment (“PP&E”), net consisted of the following:
| | | | | | | | | | | |
| September 27, 2026 | | December 28, 2025 |
| (In thousands) |
| Land | $ | 221,977 | | | $ | 220,462 | |
| Buildings | 2,534,259 | | | 2,445,820 | |
| Machinery and equipment | 4,727,673 | | | 4,417,923 | |
| Autos and trucks | 139,548 | | | 137,293 | |
| Finance lease assets | 4,233 | | | 4,990 | |
| Construction-in-progress | 655,861 | | | 667,315 | |
| PP&E, gross | 8,283,551 | | | 7,893,803 | |
| Accumulated depreciation | (4,431,608) | | | (4,360,776) | |
| PP&E, net | $ | 3,851,943 | | | $ | 3,533,027 | |
The Company recognized depreciation expense of $114.7 million and $108.0 million during the three months ended September 27, 2026 and September 28, 2025, respectively. The Company recognized depreciation expense of $340.2 million and $309.6 million during the nine months ended September 27, 2026 and September 28, 2025, respectively.
During the nine months ended September 27, 2026, the Company incurred $691.7 million on capital projects and transferred $643.2 million of completed projects from construction-in-progress to depreciable assets. During the nine months ended September 28, 2025, the Company incurred $437.3 million on capital projects and transferred $259.3 million of completed projects from construction-in-progress to depreciable assets. Capital expenditures in accounts payable and accrued expenses for the periods ended September 27, 2026 and December 28, 2025 were $48.7 million and $40.2 million, respectively.
During the three and nine months ended September 27, 2026, the Company sold certain PP&E for $1.3 million and $11.7 million, respectively, in cash and recognized a net loss of $2.6 million and $5.2 million, respectively, on these sales. During the three and nine months ended September 28, 2025, the Company sold certain PP&E for $1.2 million and $4.1 million, respectively, in cash and recognized a net loss of $0.9 million and $2.9 million, respectively, on these sales.
The Company has closed or idled various other facilities in the U.S. and in the U.K. The Board of Directors has not determined if it would be in the best interest of the Company to divest any of these idled assets. Management is therefore not certain that it can or will divest any of these assets within one year, is not actively marketing these assets and, accordingly, has not classified them as assets held for sale. The Company continues to depreciate these assets. As of September 27, 2026, the carrying amounts of these idled assets totaled $15.9 million based on a depreciable value of $82.6 million and accumulated depreciation of $66.7 million. During the nine months ended September 27, 2026, the Company recognized impairment losses on PP&E of $22.3 million due to the announced closure of a plant in Chattanooga, TN and the completion of a plant conversion project in Russellville, AL due to a change in product mix that required the installation of new equipment and replacement of certain existing equipment. These losses were recognized in Cost of sales in the Condensed Consolidated Statement of Income for the nine months ended September 27, 2026.
As of September 27, 2026, 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.
8. CURRENT LIABILITIES
Current liabilities, other than income taxes and current maturities of long-term debt, consisted of the following components: | | | | | | | | | | | |
| September 27, 2026 | | December 28, 2025 |
| (In thousands) |
| Accounts payable: | | | |
| Trade accounts payable | $ | 1,531,970 | | | $ | 1,400,186 | |
| Book overdrafts | 98,858 | | | 160,068 | |
| Other payables | 22,060 | | | 28,315 | |
| Total accounts payable | 1,652,888 | | | 1,588,569 | |
Accounts payable to related parties(a) | 49,211 | | | 43,516 | |
Revenue contract liabilities(b) | 28,609 | | | 37,622 | |
| Accrued expenses and other current liabilities: | | | |
| Compensation and benefits | 281,071 | | | 367,035 | |
| Accrued sales rebates | 132,828 | | | 135,108 | |
| Taxes | 126,106 | | | 60,577 | |
Litigation settlements(c) | 92,156 | | | 152,940 | |
| Insurance and self-insured claims | 87,322 | | | 104,009 | |
| Current maturities of operating lease liabilities | 64,612 | | | 59,630 | |
| Interest and debt-related fees | 60,285 | | | 64,947 | |
Derivative liabilities(d) | 13,213 | | | 8,072 | |
| Other accrued expenses | 190,052 | | | 143,540 | |
| Total accrued expenses and other current liabilities | 1,047,645 | | | 1,095,858 | |
| Total | $ | 2,778,353 | | | $ | 2,765,565 | |
(a)Additional information regarding accounts payable to related parties is included in “Note 15. 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 17. Commitments and Contingencies.” These amounts may include accruals for both negotiated settlements and reasonable estimates for probable losses.
(d)Additional information regarding derivative liabilities is included in “Note 3. Derivative Financial Instruments.”
9. SUPPLIER FINANCE PROGRAMS
The Company maintains supplier finance programs, under which we agree to pay for invoices that are confirmed as valid under the program 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. We do not have an economic interest in a supplier’s participation in the program or a direct financial relationship with the financial institution funding the program. As of September 27, 2026 and December 28, 2025, the outstanding balance of confirmed invoices was $248.7 million and $209.4 million respectively and are included in Accounts payable in the Condensed Consolidated Balance Sheets.
10. INCOME TAXES
The Company recorded income tax expense of $82.9 million, a 26.4% effective tax rate, for the nine months ended September 27, 2026, compared to income tax expense of $332.0 million, a 25.0% effective tax rate, for the nine months ended September 28, 2025. The decrease in income tax expense in 2026 resulted primarily from the decrease in profit before income taxes.
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carry back and carry forward periods), projected future taxable income and tax-planning strategies in making this assessment. As of September 27, 2026, 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 nine months ended September 27, 2026 and September 28, 2025, there are immaterial tax effects reflected in other comprehensive income.
For the nine months ended September 27, 2026 and September 28, 2025, there are immaterial tax effects reflected in income tax expense 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 few exceptions, the Company is no longer subject to examinations by taxing authorities for years prior to 2020 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.
On December 30, 2024, the Company entered into a tax sharing agreement (the “Tax Sharing Agreement”) with JBS USA governing the allocation, and certain payment and reimbursement obligations of U.S. income tax liabilities and assets among the Company and its relevant U.S. corporate subsidiaries, on the one hand, and JBS USA and its relevant U.S. subsidiaries, on the other hand. The Tax Sharing Agreement is effective for each tax year beginning on or after December 30, 2024 or such other date in which PPC becomes a member of the Parent Consolidated Group (as defined in the Tax Sharing Agreement).
Starting January 1, 2024, the rules of Pillar II came into effect in several jurisdictions, impacting multinational companies operating in these markets. However, during the first three years of implementation, transitional rules have been introduced to simplify the calculation of the effective tax rate per jurisdiction, facilitating the adaptation of multinational groups to the new requirements.
As the Group is in scope of these rules and operates in multiple jurisdictions where the global minimum tax is effective, including France, Ireland, Luxembourg, Malta, the Netherlands, and the United Kingdom, the Company carried out assessment procedures to analyze the potential impacts arising from these regulations. Based on the analyses conducted to date, no material tax exposure has been identified as a result of the application of this tax.
11. DEBT
Long-term debt and other borrowing arrangements, including current notes payable to banks, consisted of the
following components:
| | | | | | | | | | | | | | | | | |
| Maturity | | September 27, 2026 | | December 28, 2025 |
| | | (In thousands) |
Euro Senior notes payable, net of discount, at 4.75% | 2034 | | $ | 568,788 | | | $ | — | |
Senior notes payable, net of discount, at 6.875% | 2034 | | 492,942 | | | 492,251 | |
Senior notes payable, net of discount, at 6.25% | 2033 | | 669,456 | | | 917,852 | |
Senior notes payable, net of discount, at 3.50% | 2032 | | 889,592 | | | 899,600 | |
Senior notes payable, net of discount, at 4.25% | 2031 | | 792,541 | | | 791,946 | |
U.S. Credit Facility (defined below) at SOFR plus 1.35% | 2028 | | — | | | — | |
Europe Credit Facility (defined below) with notes payable at SONIA plus 1.00% | 2031 | | — | | | — | |
Mexico BBVA Credit Facility (defined below) with notes payable at TIIE plus 1.35% | 2028 | | — | | | — | |
Mexico Bajio Credit Facility (defined below) with notes payable at TIIE plus 1.41% | 2030 | | — | | | — | |
Live Oak CHP Project PACE Loan 5.15% | 2053 | | 20,276 | | | 19,163 | |
| Finance lease obligations | Various | | 959 | | | 1,389 | |
| Long-term debt | | | 3,434,555 | | | 3,122,201 | |
| Less: Current maturities of long-term debt | | | (911) | | | (924) | |
| Long-term debt, less current maturities | | | 3,433,644 | | | 3,121,277 | |
| Less: Capitalized financing costs | | | (28,938) | | | (28,164) | |
| Long-term debt, less current maturities, net of capitalized financing costs | | | $ | 3,404,706 | | | $ | 3,093,113 | |
The future minimum principal payments due in each of the next five fiscal years as of September 27, 2026, related to the Live Oak CHP Project PACE Loan, are $0.3 million.
Debt Repurchases and Extinguishments
In the nine months ended September 27, 2026, the Company repurchased $250.0 million of outstanding principal of the Senior Notes due 2033 through a tender offer and $10.0 million of outstanding principal of the Senior Notes due 2032 through open market repurchases, resulting in $12.9 million gross realized losses recognized. The gross realized losses on early extinguishment of debt are recognized in interest expense. The original discount and capitalized financing costs associated with the amounts repurchased are immaterial and are combined with the gross losses on early extinguishment of debt, along with a nominal amount of transaction fees.
4.75% Euro Senior Notes due 2034
On September 23, 2026, the Company completed a sale of €500.0 million aggregate principal amount of its 4.75% unsecured, unregistered senior notes due 2034. The proceeds of which will be used for general corporate purposes, including to fund the consideration in connection with the acquisition of Walkers and to pay related costs and expenses. The issuance price of this offering was 99.866%, which created gross proceeds of €499.3 million before transaction costs. The €0.7 million discount will be amortized over the remaining life of the notes. The notes bear interest at a rate of 4.75% per annum from the date of issuance until maturity, payable annually in January, commencing January 23, 2027. The outstanding principal amount of the euro-denominated notes, translated into U.S. dollars using period-end exchange rates, are reflected in the table above.
Credit Facilities
The following table presents the key terms of our available credit facilities:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Facility | | Limit | | Maturity | | Rate Basis | | Availability (USD) |
U.S. Credit Facility(a) | | USD | 850.0 | million | | 2028 | | SOFR + 1.35% | | $ | 846.2 | million |
| Europe Credit Facility | | GBP | 150.0 | million | | 2031 | | SONIA + 1.00% | | 198.7 | million |
| Mexico BBVA Credit Facility | | MXN | 1.3 | billion | | 2028 | | TIIE +1.35% | | 72.1 | million |
| Mexico Bajio Credit Facility | | MXN | 1.5 | billion | | 2030 | | TIIE +1.41% | | 84.8 | million |
| | | | | | | | $ | 1,201.8 | million |
(a)Availability under the U.S. Credit Facility may be reduced by outstanding letters of credit.
Europe Credit Facilities
On June 26, 2026, Pilgrim’s Europe entered into a £150.0 million multicurrency revolving credit facility that matures in June 2031. Concurrently, Pilgrim’s Europe terminated its previously existing revolving credit facility dated June 24, 2022. The new facility may be used for general corporate purposes, working capital requirements and permitted acquisitions. Borrowings bear interest at applicable reference rates plus a leverage-based margin.
12. STOCKHOLDERS’ EQUITY
Accumulated Other Comprehensive Income (Loss)
The following tables provide information regarding the changes in accumulated other comprehensive loss:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended September 27, 2026 |
| Losses Related to Foreign Currency Translation | | Losses on Derivative Financial Instruments Classified as Cash Flow Hedges | | Losses Related to Pension and Other Postretirement Benefits | | Losses on Available-for-Sale Securities | | Total |
| (In thousands) |
| Balance, beginning of period | $ | (13,218) | | | $ | (1,475) | | | $ | (32,312) | | | $ | (17) | | | $ | (47,022) | |
| Other comprehensive income (loss) before reclassifications | (54,258) | | | 178 | | | 215 | | | (39) | | | (53,904) | |
| Amounts reclassified from accumulated other comprehensive loss (income) to net income | — | | | 122 | | | (82) | | | 39 | | | 79 | |
| Currency translation | — | | | 4 | | | — | | | — | | | 4 | |
| Net current period other comprehensive income (loss) | (54,258) | | | 304 | | | 133 | | | — | | | (53,821) | |
| Balance, end of period | $ | (67,476) | | | $ | (1,171) | | | $ | (32,179) | | | $ | (17) | | | $ | (100,843) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended September 28, 2025 |
| Losses Related to Foreign Currency Translation | | Losses on Derivative Financial Instruments Classified as Cash Flow Hedges | | Losses Related to Pension and Other Postretirement Benefits | | Losses on Available-for-Sale Securities | | Total |
| (In thousands) |
| Balance, beginning of period | $ | (337,243) | | | $ | (2,007) | | | $ | (31,028) | | | $ | (22) | | | $ | (370,300) | |
| Other comprehensive income (loss) before reclassifications | 284,515 | | | (846) | | | (1,754) | | | (59) | | | 281,856 | |
| Amounts reclassified from accumulated other comprehensive loss (income) to net income | — | | | 2,016 | | | (1,215) | | | 83 | | | 884 | |
| Currency translation | — | | | 42 | | | 152 | | | — | | | 194 | |
| Net current period other comprehensive income (loss) | 284,515 | | | 1,212 | | | (2,817) | | | 24 | | | 282,934 | |
| Balance, end of period | $ | (52,728) | | | $ | (795) | | | $ | (33,845) | | | $ | 2 | | | $ | (87,366) | |
| | | | | | | | | | | | | | | | | |
| Amount Reclassified from Accumulated Other Comprehensive Income (Loss)(a) | | |
| Details about Accumulated Other Comprehensive Income (Loss) Components | Nine Months Ended September 27, 2026 | | Nine Months Ended September 28, 2025 | | Affected Line Item in the Condensed Consolidated Statements of Income (Loss) |
| (In thousands) | | |
| Realized losses on settlement of foreign currency derivatives classified as cash flow hedges | $ | (222) | | | $ | (2,047) | | | Net sales |
| Realized gains on settlement of foreign currency derivatives classified as cash flow hedges | 100 | | | 31 | | | Cost of sales |
| Realized losses on sale of securities | (51) | | | (110) | | | Interest income |
| Realized gains on settlement of pension obligations from plan termination | — | | | 1,611 | | | Miscellaneous, net |
Amortization of pension and other postretirement plan actuarial gains (losses)(b) | 107 | | | (1) | | | Miscellaneous, net |
| Total before tax | (66) | | | (516) | | | |
| Tax expense | (13) | | | (368) | | | |
| Total reclassification for the period | $ | (79) | | | $ | (884) | | | |
(a)Positive amounts represent income to the results of operations while amounts in parentheses represent expenses to the results of operations.
(b)These accumulated other comprehensive loss components are included in the computation of net periodic pension cost. See “Note 13. Pension and Other Postretirement Benefits.”
Preferred Stock
The Company has authorized 50,000,000 shares of $0.01 par value preferred stock, although no shares have been issued and no shares are outstanding.
Restrictions on Dividends
The U.S. Credit Facility and the indentures governing the Company’s senior notes have currently no restrictions on dividends. Under certain triggering events, the U.S. Credit Facility may limit the Company’s ability to declare and pay 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.
13. 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 in the U.K., such as 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 $7.7 million and $8.6 million in the three months ended September 27, 2026 and September 28, 2025, respectively, and $25.6 million and $24.7 million in the nine months ended September 27, 2026 and September 28, 2025, respectively.
The Company used a quarter-end measurement date of September 27, 2026 for its pension and postretirement benefits plans. Certain disclosures are listed below. Other disclosures are not material to the financial statements.
Net Periodic Benefit Costs
Net defined benefit pension and other postretirement costs included the following components:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Nine Months Ended |
| | September 27, 2026 | | September 28, 2025 | | September 27, 2026 | | September 28, 2025 |
| | Pension Benefits | | Other Benefits | | Pension Benefits | | Other Benefits | | Pension Benefits | | Other Benefits | | Pension Benefits | | Other Benefits |
| | (In thousands) | | (In thousands) |
| Interest cost | | $ | 1,571 | | | $ | 12 | | | $ | 1,607 | | | $ | 13 | | | $ | 4,736 | | | $ | 31 | | | $ | 4,675 | | | $ | 35 | |
| Estimated return on plan assets | | (1,930) | | | — | | | (2,075) | | | — | | | (5,770) | | | — | | | (5,980) | | | — | |
| Settlement gains | | — | | | — | | | — | | | — | | | — | | | — | | | (1,611) | | | — | |
| Expenses paid from assets | | 137 | | | — | | | 116 | | | — | | | 365 | | | — | | | 346 | | | — | |
| Amortization of net gain | | (39) | | | (1) | | | (88) | | | — | | | (121) | | | (1) | | | (13) | | | (1) | |
| Amortization of past service cost | | 5 | | | — | | | 4 | | | — | | | 14 | | | — | | | 13 | | | — | |
Net costs (income)(a) | | $ | (256) | | | $ | 11 | | | $ | (436) | | | $ | 13 | | | $ | (776) | | | $ | 30 | | | $ | (2,570) | | | $ | 34 | |
(a)Net costs are included in the line item Miscellaneous, net on the Condensed Consolidated Statements of Income.
During the nine months ended September 27, 2026, the Company contributed $3.3 million to our pension programs. We anticipate making additional contributions of approximately $0.1 million during the remainder of 2026. The Company contributed $3.3 million to our pension programs during the nine months ended September 28, 2025.
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 $7.5 million and $8.0 million in the three months ended September 27, 2026 and September 28, 2025, respectively, and $25.6 million and $25.1 million in the nine months ended September 27, 2026 and September 28, 2025, respectively.
14. FAIR VALUE MEASUREMENT
Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Assets and liabilities measured at fair value must be categorized into one of three different levels depending on the assumptions (i.e., inputs) used in the valuation:
| | | | | | | | |
| Level 1 | | Unadjusted quoted prices available in active markets for identical assets or liabilities at the measurement date; |
| |
| Level 2 | | Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability; or |
| |
| Level 3 | | Unobservable inputs, such as discounted cash flow models or valuations. |
The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement in its entirety.
As of September 27, 2026 and December 28, 2025, 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.
The following items were measured at fair value on a recurring basis:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| September 27, 2026 | | December 28, 2025 |
| Level 1 | | Level 2 | | Total | | Level 1 | | Level 2 | | Total |
| (In thousands) |
| Assets: | | | | | | | | | | | |
| Fixed income securities | $ | 160,568 | | | $ | — | | | $ | 160,568 | | | $ | 520,899 | | | $ | — | | | $ | 520,899 | |
| Commodity derivative assets | 17,323 | | | — | | | 17,323 | | | 9,509 | | | — | | | 9,509 | |
| Foreign currency derivative assets | 1,660 | | | — | | | 1,660 | | | 95 | | | — | | | 95 | |
| | | | | | | | | | | |
| Liabilities: | | | | | — | | | | | | | |
| Commodity derivative liabilities | (8,249) | | | — | | | (8,249) | | | (1,343) | | | — | | | (1,343) | |
| Foreign currency derivative liabilities | (138) | | | — | | | (138) | | | (205) | | | — | | | (205) | |
| Sales contract derivative liabilities | — | | | (4,826) | | | (4,826) | | | — | | | (2,638) | | | (2,638) | |
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:
| | | | | | | | | | | | | | | | | | | | | | | |
| September 27, 2026 | | December 28, 2025 |
| Carrying Amount | | Fair Value | | Carrying Amount | | Fair Value |
| (In thousands) |
Fixed-rate senior notes payable at 3.50%, at Level 2 inputs | $ | (889,592) | | | $ | (780,724) | | | $ | (899,600) | | | $ | (831,572) | |
Fixed-rate senior notes payable at 4.25%, at Level 2 inputs | (792,541) | | | (739,193) | | | (791,946) | | | (775,458) | |
Fixed-rate senior notes payable at 6.25%, at Level 2 inputs | (669,456) | | | (671,996) | | | (917,852) | | | (988,878) | |
Fixed-rate senior notes payable at 6.875%, at Level 2 inputs | (492,942) | | | (516,240) | | | (492,251) | | | (555,740) | |
Fixed-rate senior notes payable at 4.75%, at Level 2 inputs | (568,788) | | | (559,976) | | | — | | | — | |
Live Oak CHP Project PACE Loan at 5.15%, at Level 3 inputs | (20,276) | | | (17,127) | | | (19,163) | | | (18,376) | |
See “Note 11. 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 values of the Company’s Level 2 fixed-rate debt obligations were based on the quoted market price at September 27, 2026 or December 28, 2025, 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.
15. RELATED PARTY TRANSACTIONS
Pilgrim’s has been and, in some cases, continues to be a party to certain transactions with affiliated companies.
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| September 27, 2026 | | September 28, 2025 | | September 27, 2026 | | September 28, 2025 |
| (In thousands) |
| Sales to related parties | | | | | | | |
| JBS Toledo N.V. | $ | 10,204 | | | $ | 8,931 | | | $ | 33,626 | | | $ | 29,576 | |
JBS USA Food Company(a) | 10,089 | | | 8,146 | | | 30,621 | | | 17,927 | |
| Other related parties | 3,557 | | | 4,622 | | | 9,286 | | | 6,362 | |
| Total | $ | 23,850 | | | $ | 21,699 | | | $ | 73,533 | | | $ | 53,865 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| September 27, 2026 | | September 28, 2025 | | September 27, 2026 | | September 28, 2025 |
| (In thousands) |
| Cost of goods purchased from related parties | | | | | | | |
JBS USA Food Company(a) | $ | 41,640 | | | $ | 35,248 | | | $ | 119,528 | | | $ | 108,764 | |
| Seara Meats B.V. | 10,491 | | | 32,924 | | | 39,684 | | | 70,256 | |
| Penasul UK LTD | 9,887 | | | 11,380 | | | 26,182 | | | 31,455 | |
| JBS Toledo N.V. | 2,935 | | | — | | | 7,757 | | | — | |
| JBS Asia Co Limited | 2,392 | | | 713 | | | 11,973 | | | 4,648 | |
| Other related parties | 1,943 | | | 764 | | | 6,073 | | | 1,799 | |
| Total | $ | 69,288 | | | $ | 81,029 | | | $ | 211,197 | | | $ | 216,922 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| September 27, 2026 | | September 28, 2025 | | September 27, 2026 | | September 28, 2025 |
| (In thousands) |
| Expenditures paid by related parties | | | | | | | |
JBS USA Food Company(b) | $ | 44,635 | | | $ | 26,699 | | | $ | 108,538 | | | $ | 212,080 | |
| Total | $ | 44,635 | | | $ | 26,699 | | | $ | 108,538 | | | $ | 212,080 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| September 27, 2026 | | September 28, 2025 | | September 27, 2026 | | September 28, 2025 |
| (In thousands) |
| Expenditures paid on behalf of related parties | | | | | | | |
JBS USA Food Company(b) | $ | 3,296 | | | $ | 3,249 | | | $ | 11,832 | | | $ | 10,066 | |
| Total | $ | 3,296 | | | $ | 3,249 | | | $ | 11,832 | | | $ | 10,066 | |
| | | | | | | | | | | |
| September 27, 2026 | | December 28, 2025 |
| (In thousands) |
| Accounts receivable from related parties | | | |
| JBS Toledo N.V. | $ | 15,057 | | | $ | 10,486 | |
JBS USA Food Company(a)(b) | 2,540 | | | 1,629 | |
| JBS Chile Ltda. | 409 | | | — | |
| Other related parties | 1,742 | | | 1,283 | |
| Total | $ | 19,748 | | | $ | 13,398 | |
| | | | | | | | | | | |
| September 27, 2026 | | December 28, 2025 |
| (In thousands) |
| Accounts payable to related parties | | | |
JBS USA Food Company(a) | $ | 31,245 | | | $ | 8,346 | |
| Seara Meats B.V. | 7,845 | | | 26,686 | |
| JBS Asia Co Limited | 5,159 | | | — | |
| Penasul UK LTD | 2,963 | | | 1,156 | |
| | | |
| Other related parties | 1,999 | | | 7,328 | |
| Total | $ | 49,211 | | | $ | 43,516 | |
(a)The Company routinely executes transactions to both purchase products from JBS USA and sell products to them. As of September 27, 2026, goods purchased and in transit from JBS USA were immaterial and not reflected on our Condensed 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. The current agreement expires on the earlier of either termination by either party or until the occurrence of any mechanism where JBS USA becomes 100% owner of PPC. The Company also has the Tax Sharing Agreement with JBS USA that governs the allocation, payment, and reimbursement obligations of U.S. income tax liabilities and assets among the Company and its relevant U.S. corporate subsidiaries.
16. REPORTABLE SEGMENTS
The Company operates in three reportable segments: U.S., Europe, and Mexico. The Company’s reportable segments are identified by a combination of factors, including geographic area, regulatory environment, economic environment and product portfolios. Each reportable segment is managed separately through a local management team. The results of each operating, or reportable, segment are provided to the chief operating decision maker (“CODM”) on a regular basis. The Company’s CODM is the President and Chief Executive Officer. The information provided to the CODM at the operating segment level is then used to assess performance and make decisions regarding allocation of key resources. The CODM primarily measures segment profit and evaluates performance based on operating income.
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, lamb 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 Ended | | Nine Months Ended |
| September 27, 2026(a) | | September 28, 2025(b) | | September 27, 2026(c) | | September 28, 2025(d) |
| (In thousands) |
| Net sales | | | | | | | |
| U.S. | $ | 2,680,134 | | | $ | 2,836,613 | | | $ | 7,964,774 | | | $ | 8,400,187 | |
| Europe | 1,374,013 | | | 1,392,495 | | | 4,115,404 | | | 3,995,294 | |
| Mexico | 599,059 | | | 530,234 | | | 1,731,891 | | | 1,584,235 | |
| Total net sales | $ | 4,653,206 | | | $ | 4,759,342 | | | $ | 13,812,069 | | | $ | 13,979,716 | |
(a)In addition to the above third party sales, for the three months ended September 27, 2026, the U.S. reportable segment had intercompany sales to the Mexico reportable segment of $26.7 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 September 28, 2025, the U.S. reportable segment had intercompany sales to the Mexico reportable segment of $28.5 million. These sales consisted of fresh products, prepared products and grain.
(c)In addition to the above third party sales, for the nine months ended September 27, 2026, the U.S. reportable segment had intercompany sales to the Mexico reportable segment of $75.0 million These sales consisted of fresh products, prepared products and grain.
(d)In addition to the above third party sales, for the nine months ended September 28, 2025, the U.S. reportable segment had intercompany sales to the Mexico reportable segment of $77.7 million. These sales consisted of fresh products, prepared products and grain.
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| September 27, 2026 | | September 28, 2025 | | September 27, 2026 | | September 28, 2025 |
| (In thousands) |
| Cost of sales | | | | | | | |
| U.S. | $ | 2,496,949 | | | $ | 2,353,296 | | | $ | 7,388,075 | | | $ | 7,040,006 | |
| Europe | 1,261,691 | | | 1,271,148 | | | 3,771,806 | | | 3,633,510 | |
| Mexico | 560,894 | | | 475,514 | | | 1,633,274 | | | 1,376,648 | |
| Total cost of sales | $ | 4,319,534 | | | $ | 4,099,958 | | | $ | 12,793,155 | | | $ | 12,050,164 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| September 27, 2026 | | September 28, 2025 | | September 27, 2026 | | September 28, 2025 |
| (In thousands) |
| Gross profit | | | | | | | |
| U.S. | $ | 183,185 | | | $ | 483,317 | | | $ | 576,699 | | | $ | 1,360,181 | |
| Europe | 112,322 | | | 121,347 | | | 343,598 | | | 361,784 | |
| Mexico | 38,165 | | | 54,720 | | | 98,617 | | | 207,587 | |
| Total gross profit | $ | 333,672 | | | $ | 659,384 | | | $ | 1,018,914 | | | $ | 1,929,552 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| September 27, 2026 | | September 28, 2025 | | September 27, 2026 | | September 28, 2025 |
| (In thousands) |
| Selling, general administrative expenses | | | | | | | |
| U.S. | $ | 77,396 | | | $ | 99,194 | | | $ | 395,113 | | | $ | 302,265 | |
| Europe | 48,907 | | | 50,084 | | | 143,413 | | | 150,920 | |
| Mexico | 15,866 | | | 15,719 | | | 48,915 | | | 45,048 | |
| Total SG&A expenses | $ | 142,169 | | | $ | 164,997 | | | $ | 587,441 | | | $ | 498,233 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| September 27, 2026 | | September 28, 2025 | | September 27, 2026 | | September 28, 2025 |
| (In thousands) |
| Restructuring activities charges | | | | | | | |
| Europe | $ | — | | | $ | 1,779 | | | $ | 11,464 | | | $ | 21,890 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| September 27, 2026 | | September 28, 2025 | | September 27, 2026 | | September 28, 2025 |
| (In thousands) |
| Operating income | | | | | | | |
| U.S. | $ | 105,789 | | | $ | 384,123 | | | $ | 181,586 | | | $ | 1,057,916 | |
| Europe | 63,415 | | | 69,484 | | | 188,721 | | | 188,974 | |
| Mexico | 22,299 | | | 39,001 | | | 49,702 | | | 162,539 | |
| Total operating income | $ | 191,503 | | | $ | 492,608 | | | $ | 420,009 | | | $ | 1,409,429 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| September 27, 2026 | | September 28, 2025 | | September 27, 2026 | | September 28, 2025 |
| (In thousands) |
| Reconciliation of profit or loss (segment operating income) | | | | | | | |
| Total operating income | $ | 191,503 | | | $ | 492,608 | | | $ | 420,009 | | | $ | 1,409,429 | |
| Interest expense, net of capitalized interest | 31,782 | | | 38,157 | | | 119,489 | | | 122,370 | |
| Interest income | (1,579) | | | (9,167) | | | (12,199) | | | (45,144) | |
| Foreign currency transaction losses | 1,304 | | | 5,169 | | | 888 | | | 8,008 | |
| Miscellaneous, net | (298) | | | (2,931) | | | (2,075) | | | (3,209) | |
| Income before income taxes | 160,294 | | | 461,380 | | | 313,906 | | | 1,327,404 | |
| Income tax expense | 43,977 | | | 118,319 | | | 82,919 | | | 331,991 | |
| Net income | $ | 116,317 | | | $ | 343,061 | | | $ | 230,987 | | | $ | 995,413 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| September 27, 2026 | | September 28, 2025 | | September 27, 2026 | | September 28, 2025 |
| (In thousands) |
| Interest expense | | | | | | | |
| U.S. | $ | 31,075 | | | $ | 37,434 | | | $ | 116,941 | | | $ | 120,069 | |
| Europe | 497 | | | 550 | | | 1,926 | | | 1,799 | |
| Mexico | 210 | | | 173 | | | 622 | | | 502 | |
| | | | | | | |
| Total interest expense | $ | 31,782 | | | $ | 38,157 | | | $ | 119,489 | | | $ | 122,370 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| September 27, 2026 | | September 28, 2025 | | September 27, 2026 | | September 28, 2025 |
| (In thousands) |
| Interest income | | | | | | | |
| U.S. | $ | (689) | | | $ | (4,581) | | | $ | (4,729) | | | $ | (25,999) | |
| Europe | (621) | | | (553) | | | (5,669) | | | (3,881) | |
| Mexico | (269) | | | (4,033) | | | (1,801) | | | (15,264) | |
| | | | | | | |
| Total interest income | $ | (1,579) | | | $ | (9,167) | | | $ | (12,199) | | | $ | (45,144) | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| September 27, 2026 | | September 28, 2025 | | September 27, 2026 | | September 28, 2025 |
| (In thousands) |
| Income tax expense | | | | | | | |
| U.S. | $ | 21,484 | | | $ | 94,424 | | | $ | 19,988 | | | $ | 243,640 | |
| Europe | 15,313 | | | 14,135 | | | 45,886 | | | 40,058 | |
| Mexico | 7,180 | | | 9,760 | | | 17,045 | | | 48,293 | |
| Total income tax expense | $ | 43,977 | | | $ | 118,319 | | | $ | 82,919 | | | $ | 331,991 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| September 27, 2026 | | September 28, 2025 | | September 27, 2026 | | September 28, 2025 |
| (In thousands) |
| Depreciation and amortization | | | | | | | |
| U.S. | $ | 78,533 | | | $ | 72,452 | | | $ | 233,010 | | | $ | 209,986 | |
| Europe | 37,617 | | | 38,170 | | | 111,737 | | | 108,236 | |
| Mexico | 7,073 | | | 5,804 | | | 20,263 | | | 16,226 | |
| Total depreciation and amortization | $ | 123,223 | | | $ | 116,426 | | | $ | 365,010 | | | $ | 334,448 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| September 27, 2026 | | September 28, 2025 | | September 27, 2026 | | September 28, 2025 |
| (In thousands) |
Capital expenditures(a) | | | | | | | |
| U.S. | $ | 153,720 | | | $ | 121,283 | | | $ | 555,399 | | | $ | 303,413 | |
| Europe | 12,722 | | | 22,419 | | | 74,088 | | | 76,170 | |
| Mexico | 34,835 | | | 34,665 | | | 62,212 | | | 57,754 | |
| Total capital expenditures | $ | 201,277 | | | $ | 178,367 | | | $ | 691,699 | | | $ | 437,337 | |
(a)Capital expenditures incurred include those that were paid out in cash and those that are still outstanding in accounts payable as of the end of the periods.
| | | | | | | | | | | |
| September 27, 2026 | | December 28, 2025 |
| (In thousands) |
| Total assets | | | |
| U.S. | $ | 7,418,159 | | | $ | 7,023,156 | |
| Europe | 4,478,995 | | | 4,376,305 | |
| Mexico | 1,162,749 | | | 1,132,834 | |
| Eliminations | (2,123,480) | | | (2,188,765) | |
| Total assets | $ | 10,936,423 | | | $ | 10,343,530 | |
| | | | | | | | | | | |
| September 27, 2026 | | December 28, 2025 |
| (In thousands) |
Long-lived assets(a) | | | |
| U.S. | $ | 2,666,719 | | | $ | 2,376,549 | |
| Europe | 1,099,752 | | | 1,040,986 | |
| Mexico | 407,723 | | | 377,164 | |
| Eliminations | (3,888) | | | (3,888) | |
| Total long-lived assets | $ | 4,170,306 | | | $ | 3,790,811 | |
(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.
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| September 27, 2026 | | September 28, 2025 | | September 27, 2026 | | September 28, 2025 |
| (In thousands) |
| Net sales to customers by customer location | | | | | | | |
| U.S. | $ | 2,562,969 | | | $ | 2,716,973 | | | $ | 7,632,646 | | | $ | 8,073,949 | |
| Europe | 1,353,647 | | | 1,371,726 | | | 4,045,324 | | | 3,934,152 | |
| Mexico | 609,852 | | | 538,528 | | | 1,771,940 | | | 1,611,556 | |
| Asia-Pacific | 84,507 | | | 96,700 | | | 231,794 | | | 248,067 | |
| Canada, Caribbean and Central America | 19,397 | | | 18,049 | | | 67,216 | | | 54,245 | |
| Africa | 15,380 | | | 10,298 | | | 39,755 | | | 35,929 | |
| South America | 7,454 | | | 7,068 | | | 23,394 | | | 21,818 | |
| Total | $ | 4,653,206 | | | $ | 4,759,342 | | | $ | 13,812,069 | | | $ | 13,979,716 | |
Information regarding net sales attributable to each of our primary product lines and markets served with those products is included in "Note 2. Revenue Recognition." We based the table on our internal sales reports and their classification of products.
17. 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, or cash flows.
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 costs 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.
The disclosures defined or referenced in Note 21 to the consolidated financial statements included in Item 8 of the Annual Report on Form 10-K for the fiscal year ended December 28, 2025 are hereby incorporated by reference herein, as supplemented by the following disclosures:
“Broiler Antitrust Litigation”
On February 11, 2025, the motions to dismiss Phase 2 of the Broiler Antitrust Litigation that had been filed by PPC and other defendants were denied. Phase 2 discovery continued. PPC will continue to defend itself against the Broiler Opt Outs. PPC will seek reasonable settlements with the Broiler Opt Outs where they are available. To date, PPC has incurred expenses of $838.7 million, including $155.5 million in the nine months ended September 27, 2026, to cover settlements with various Broiler Opt Outs.
City of Miami Beach Fire and Police Pension Fund, et al. v. JBS Wisconsin Properties, LLC, et al.
A settlement agreement, for an immaterial amount, was signed on August 4, 2026 between PPC, as nominal defendant, as well as PPC’s directors and majority stockholders, JBS Wisconsin Properties LLC, JBS USA Food Company Holdings, and JBS S.A. (the “JBS Defendants”) and Plaintiffs. The settlement agreement releases all claims in the lawsuit against the JBS Defendants, in exchange for a $31 million payment from the JBS Defendants to the Company, less certain fees. The Court has scheduled a hearing for November 20, 2026, to determine, among other things, whether the settlement should be approved.
SAT’s tax assessments in connection with PPC’s 2015 acquisition of Tyson de México
PPC appealed the Collegiate (appellate) Court’s March 19, 2025 ruling to the Collegiate Court on April 23, 2025 and the Collegiate Court ruled in PPC’s favor, remanding the matter to the Tax Court. The Tax Court issued a revised opinion on March 25, 2026 that reaffirmed the assessments against PPC. PPC has filed various pleadings challenging this new Tax Court ruling. On October 6, 2026, PPC also filed a request for arbitration under United States-Mexico-Canada Agreement (“USMCA”) with the International Centre for Settlement of Investment Disputes. PPC will continue to defend this matter. The amount under appeal for the assessment, including any penalties and interest, is approximately $269.5 million. PPC will seek a reasonable settlement with the tax authority where it is available. The Company has determined the loss is probable and as such has made an accrual of $88.2 million, which is reflected in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheet as of September 27, 2026.
Other than the matters described above, there have been no material updates or changes to the Company's legal proceedings from those disclosed in the audited consolidated financial statements as of and for the year ended December 28, 2025.
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 $232.4 million, or $0.97 per diluted common share, and income before tax totaling $313.9 million, for the nine months ended September 27, 2026. These operating results included net sales of $13.8 billion, gross profit of $1.0 billion and $684.2 million of cash provided by operating activities. We generated a consolidated operating margin of 3.0%. For the nine months ended September 27, 2026, we generated EBITDA and Adjusted EBITDA of $786.2 million and $984.4 million, respectively. A reconciliation of net income to EBITDA and Adjusted EBITDA is included below.
Global Economic Conditions
Our business continues to be subject to global inflationary pressures and broader economic uncertainty. In the U.S., inflation moderated compared to periods of elevated inflation experienced in recent years; however, labor, energy and other operating costs remain subject to market volatility. Consumer demand generally remained resilient during the third quarter of 2026, although ongoing uncertainty related to geopolitical developments, trade policies and broader economic conditions may continue to impact inflation trends and purchasing behavior.
In Europe, inflation continued to moderate during the third quarter of 2026 but remained affected by energy market volatility and broader economic conditions. Economic growth remained subdued in certain markets, and consumer spending patterns continued to reflect the effects of inflationary pressures experienced in recent periods. While inflationary conditions have improved compared to prior periods, geopolitical developments and fluctuations in energy markets continue to create uncertainty within the region.
In Mexico, inflation trends generally remained stable during the third quarter of 2026, although certain categories, including services, continued to experience inflationary pressures. Economic activity remained influenced by domestic demand, trade conditions and broader macroeconomic factors. Foreign currency exchange rates, including fluctuations in the Mexican peso relative to the U.S. dollar, may continue to impact the translation of our operating results and the competitiveness of our operations.
Geopolitical conflicts, including ongoing tensions in the Middle East and the conflict between Russia and Ukraine, continue to contribute to volatility in global commodity, energy and transportation markets. These events have resulted in and may continue to result in, disruptions to trade flows, supply chains and freight networks, as well as increased costs for certain inputs and services. While such conditions did not have a material impact on our costs during the current reporting period, prolonged or expanded hostilities could adversely affect our business, results of operations and financial condition in future periods.
We are monitoring changes in tariffs and trade policies in the U.S. and other countries where we operate and conduct business. Changes to these policies may impact our export sales and international operations. Our U.S. business is primarily characterized by inputs sourced domestically and products sold domestically, with export sales from the U.S. representing less than 5% of our total net sales. While the impact of trade policy changes remains uncertain and continues to evolve, we do not currently anticipate a material impact on our results of operations. We will continue to monitor potential impacts and take mitigation actions, as appropriate.
We generally respond to ongoing challenges in global economic conditions through discussions with customers to help mitigate the impact of extraordinary costs we experience. We also continue to focus on operational initiatives aimed at delivering labor efficiencies, improved agricultural performance and enhanced yields.
Our business continues to be affected by global economic conditions, including inflationary pressures, geopolitical developments, foreign currency fluctuations, trade policy changes and overall consumer demand trends. Inflation in the U.S., Europe and Mexico moderated compared to elevated levels experienced in recent periods; however, labor, energy and other operating costs remain subject to market volatility. Additionally, changes in interest rates, foreign exchange rates and broader economic conditions may continue to impact consumer spending patterns and operating costs in the markets in which we operate.
Announced Walkers Acquisition
On August 14, 2026, Pilgrim’s Europe agreed to acquire Walkers Deli & Sausage Company (Walkers) from Samworth Brothers, subject to approval by the Competition and Markets Authority (“CMA”) and employee consultation requirements in the U.K.. Walkers is a U.K. based producer of premium pork products operating four production facilities in Leicester and employing approximately 1,150 team members.
The proposed acquisition aligns with Pilgrim’s Europe strategy to expand its presence in the U.K. pork market and increase its participation in value-added product categories. The transaction is currently expected to close early in 2027, and therefore had no impact on the Company’s results of operations, financial position, or cash flows for the period presented.
Unsolicited Offer from JBS to Purchase Outstanding Shares of PPC Common Stock
On August 18, 2026, JBS submitted to the Company’s board of directors (the “Board”) a proposal to acquire the outstanding shares of the Company not already owned by JBS or its subsidiaries. JBS’s offer proposes this acquisition at a fixed exchange ratio of 2.086 JBS Class A common shares for each share of our common stock, based on the JBS and Company closing share prices on August 18, 2026 of $13.66 and $28.49, respectively (the “Proposed Transaction”). The Board has established a special committee of independent directors (the “Special Committee”) to review and evaluate the proposal. The Board will not approve the Proposed Transaction without the favorable recommendation of the Special Committee. No assurance can be given regarding whether any transaction will be entered into, approved by our Board and/or stockholders, or completed.
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:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Corn(a) | | Soybean Meal(a) | | Wheat(a) |
| Highest Price | | Lowest Price | | Highest Price | | Lowest Price | | Highest Price | | Lowest Price |
| (In whole dollars) | | (In whole pounds sterling) |
| 2026 | | | | | | | | | | | |
| | | | | | | | | | | |
| Third Quarter | 5.43 | | | 4.02 | | | 376.1 | | | 303.4 | | | 219.3 | | | 169.8 | |
| Second Quarter | 4.77 | | | 4.07 | | | 342.7 | | | 299.8 | | | 195.0 | | | 172.3 | |
| First Quarter | 4.70 | | | 4.20 | | | 332.5 | | | 286.4 | | | 173.7 | | | 160.1 | |
| 2025 | | | | | | | | | | | |
| Fourth Quarter | 4.51 | | | 4.11 | | | 330.8 | | | 264.7 | | | 166.8 | | | 155.2 | |
| Third Quarter | 4.32 | | | 3.72 | | | 297.2 | | | 260.7 | | | 180.0 | | | 136.5 | |
| Second Quarter | 4.90 | | | 4.10 | | | 299.6 | | | 270.9 | | | 173.6 | | | 138.2 | |
| First Quarter | 5.02 | | | 4.36 | | | 315.8 | | | 285.9 | | | 185.6 | | | 165.0 | |
(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.
Market prices for most chicken products during the three months ended September 27, 2026, were below both prior-year levels and the five-year historical average. Boneless skinless breast prices declined during the quarter but remained relatively stable overall, with prices unchanged for several weeks during the period. Supply remained elevated, supported by higher bird counts, particularly within the 6.26-7.75 lb weight category. Eggs set and chick placements continued to exceed prior-year levels, although growth moderated compared to previous quarters. However, live weights were below prior-year levels, partially offsetting overall production growth. As a result, industry ready-to-cook chicken production increased 2.2% year over year, although growth was slower than in the preceding two quarters.
The third quarter of 2026 reflected continued consumer demand for chicken across both retail and foodservice channels. Amid ongoing economic pressures, including elevated fuel and food prices, inflation outpacing income growth, and subdued consumer sentiment, demand patterns became increasingly bifurcated, with value-oriented consumers remaining focused on affordability while higher-income consumers continued to support demand for premium offerings.
This dynamic had varying effects on chicken demand across categories, though overall volume growth remained positive in both retail and foodservice channels. Retail chicken volume increased 1.4% year over year, with all major retail
categories posting positive volume growth. Within fresh chicken, increased promotional activity by retailers drove solid volume gains in boneless skinless breast meat and boneless dark meat products, continuing a trend observed in recent quarters. These gains were partially offset by softer performance in other fresh chicken categories, including bone-in dark meat and wings.
Individually quick frozen chicken continued to deliver strong volume growth, supported by more favorable pricing relative to other chicken categories. In contrast, deli and frozen prepared chicken products experienced modest price increases while maintaining positive volume growth. Frozen Prepared growth is being driven by nuggets, chunks, and popcorn chicken, offsetting declines in tenders and wings. Overall, demand remained favorable across chicken categories, supported by consumers’ continued focus on value, convenience, and product quality.
In foodservice, demand trends reflected the increasingly bifurcated consumer environment. Traffic trends varied by channel, with quick-service restaurants experiencing softer traffic levels as lower-income consumers moderated discretionary spending, while full-service restaurants benefited from continued spending by higher-income consumers. Despite these dynamics, chicken volume remained positive across most foodservice subcategories, although growth moderated compared to prior periods. Full-service restaurants were the only major subcategory to experience volume declines. Continued expansion of chicken-focused menu offerings and restaurant units across foodservice channels supported overall demand for chicken.
Export volumes increased 0.7% year over year from January through August, as geopolitical tensions and elevated energy costs continued to affect global trade flows. Chicken cold storage inventories were 5.0% below prior-year levels and 4.7% below the five-year average, reflecting healthy inventory levels despite increased industry production during the quarter. Breast meat inventories ended September 7.8% below prior-year levels, while dark meat inventories also declined, primarily due to lower leg quarter and drumstick inventories. These trends reflected continued export demand and balanced inventory conditions across the market. In contrast, thigh inventories increased as prices weakened in July before stabilizing over the remainder of the quarter.
Despite a more challenging macroeconomic environment, demand for chicken remained generally stable during the quarter. However, increased industry supply continued to pressure market prices.
While the latest World Agricultural Supply and Demand Estimates outlook has not yet incorporated the final third quarter chicken production numbers, the weaker-than-expected quarter may temper full-year production growth expectation. Pullet placements in August and September were generally in line with prior-year levels after exceeding prior-year levels for most of the year. Production growth is expected to continue moderating as producers adjust production levels to align with recent strong growing conditions resulting in lower mortality rates. Chicken demand is expected to remain favorable, supported by promotional activity and the relative value proposition of chicken compared to competing proteins. Beef supplies remain constrained, while pork production is expected to remain relatively stable, positioning chicken favorably within the protein complex.
Looking ahead, the timing and pace of supply and demand rebalancing are expected to be the primary factors influencing market conditions through year end and into 2027. Consumer spending patterns and broader macroeconomic conditions will continue to play an important role in determining the timing and extent of this rebalancing.
Reportable Segments
We operate in three reportable segments: U.S., 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 16. Reportable Segments” of our Condensed Consolidated Financial Statements included in this quarterly report.
Results of Operations
Three Months Ended September 27, 2026 Compared to the Three Months Ended September 28, 2025
Net sales. Net sales generated in the three months ended September 27, 2026 decreased $106.1 million, or 2.2%, from net sales generated in the three months ended September 28, 2025. The following table provides net sales information:
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| Sources of net sales | | Three Months Ended September 27, 2026 | | Change from Three Months Ended September 28, 2025 | | Impact on Change from Three Months Ended September 28, 2025 |
| Amount | | Percent | | Sales Volume | Sales Prices | Foreign Currency Translation Impact |
| | (In thousands, except percent data) | | (In percent) |
| U.S. | | $ | 2,680,134 | | | $ | (156,479) | | | (5.5) | % | | (3.5) | % | (2.0) | % | — | % |
| Europe | | 1,374,013 | | | (18,482) | | | (1.3) | % | | (1.4) | % | 0.5 | % | (0.4) | % |
| Mexico | | 599,059 | | | 68,825 | | | 13.0 | % | | 8.5 | % | (3.9) | % | 8.4 | % |
| Total net sales | | $ | 4,653,206 | | | $ | (106,136) | | | (2.2) | % | | | | |
Factors impacting the year-over-year change in net sales for the three months ended September 27, 2026, by reportable segment are as follows:
•U.S. net sales decreased $156.5 million, or 5.5%, driven by the following factors:
◦Decrease in sales price per pound, reducing net sales by $56.0 million, or 2.0%
▪This decrease was driven primarily by unfavorable market pricing conditions with current year market pricing below historical averages
◦Decrease in sales volume of $100.5 million, or 3.5%
▪The decrease was primarily attributable to lower domestic sales volumes due to increased intercompany transfers to Prepared Foods and the impacts of the conversion of Russellville to a Case Ready plant from a Big Bird plant, which was partially offset by increased export volumes
•Europe net sales decreased $18.5 million, or 1.3%, driven by the following factors:
◦Decrease in sales volume, reducing net sales by $19.5 million, or 1.4%
▪The decrease was driven by lower domestic and export volumes compared to the prior year period
◦Unfavorable impact of foreign currency translation of $5.5 million, or 0.4%
▪This impact was driven by a depreciation of the British pound against the U.S. dollar
◦Partially offset by increase in sales price per pound, increasing net sales by $6.5 million, or 0.5%
▪The increase was primarily attributable to improved pricing across domestic and export channels
•Mexico net sales increased $68.8 million, or 13.0%, driven by the following factors:
◦Favorable impact of foreign currency translation of $44.4 million, or 8.4%
▪This impact was driven by a strengthening of the Mexican peso against the U.S. dollar
◦Increase in sales volume of $45.2 million, or 8.5%
▪Volume increase was driven by market demand and favorable growing conditions, with growth in live chicken and processed chicken products
◦Partially offset by a decrease in sales price per pound of $20.8 million, or 3.9%
▪This decrease was driven by a decrease in commodity chicken pricing due to greatly improved year-over-year growing conditions resulting in lower mortality rates
Gross profit and cost of sales. Gross profit decreased by $325.7 million, or 49.4%, from $659.4 million generated in the three months ended September 28, 2025 to $333.7 million generated in the three months ended September 27, 2026. The following tables provide information regarding gross profit and cost of sales information:
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| Components of gross profit | | Three Months Ended September 27, 2026 | | Change from Three Months Ended September 28, 2025 | | Percent of Net Sales | |
| | Three Months Ended | |
| Amount | | Percent | | September 27, 2026 | | September 28, 2025 | |
| | (In thousands, except percent data) | |
| Net sales | | $ | 4,653,206 | | | $ | (106,136) | | | (2.2) | % | | 100.0 | % | | 100.0 | % | |
| Cost of sales | | 4,319,534 | | | 219,576 | | | 5.4 | % | | 92.8 | % | | 86.1 | % | |
| Gross profit | | $ | 333,672 | | | $ | (325,712) | | | (49.4) | % | | 7.2 | % | | 13.9 | % | |
| | | | | | | | | | | | | | | | | | | | | |
| Sources of gross profit | | Three Months Ended September 27, 2026 | | Change from Three Months Ended September 28, 2025 | |
| Amount | | Percent | |
| | (In thousands, except percent data) | |
| U.S. | | $ | 183,185 | | | $ | (300,132) | | | (62.1) | % | |
| Europe | | 112,322 | | | (9,025) | | | (7.4) | % | |
| Mexico | | 38,165 | | | (16,555) | | | (30.3) | % | |
| | | | | | | |
| Total gross profit | | $ | 333,672 | | | $ | (325,712) | | | (49.4) | % | |
| | | | | | | | | | | | | | | | | | | | | |
| Sources of cost of sales | | Three Months Ended September 27, 2026 | | Change from Three Months Ended September 28, 2025 | |
| Amount | | Percent | |
| | (In thousands, except percent data) | |
| U.S. | | $ | 2,496,949 | | | $ | 143,653 | | | 6.1 | % | |
| Europe | | 1,261,691 | | | (9,457) | | | (0.7) | % | |
| Mexico | | 560,894 | | | 85,380 | | | 18.0 | % | |
| | | | | | | |
| Total cost of sales | | $ | 4,319,534 | | | $ | 219,576 | | | 5.4 | % | |
| | | | | | | |
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Factors impacting the year-over-year change in cost of sales for the three months ended September 27, 2026, by reportable segment are as follows:
•U.S. cost of sales increased $143.7 million, or 6.1%, driven by the following factors:
◦Increase in cost per pound sold of $227.0 million, or 9.6%
▪This increase was driven primarily by an increase in live operations costs, grain costs, grower pay, depreciation, utilities, and other operating costs; partially offset by insurance income recoveries associated with losses from a hurricane
◦Decrease in sales volume of $83.3 million, or 3.5%
•Europe cost of sales decreased $9.5 million, or 0.7%, driven by the following factors:
◦Decrease in sales volume of $17.8 million, or 1.4%
▪The decrease was primarily driven by lower domestic and export volumes, resulting in lower production and operating costs
◦Favorable impact of foreign currency translation of $5.1 million, or 0.4%
▪This impact was driven by the depreciation of the British pound against the U.S. dollar
◦Partially offset by an increase in cost per pound sold of $13.4 million, or 1.1%
▪The increase was primarily driven by higher operating costs, including increased input and utility costs, third-party services, and other operating expenses, reflecting continued inflationary pressures
•Mexico cost of sales increased $85.4 million, or 18.0%, driven by the following factors:
◦Unfavorable impact of foreign currency translation of $41.6 million, or 8.7%
▪This impact was driven by a strengthening of the Mexican peso against the U.S. dollar
◦Increase in sales volume of $40.6 million, or 8.5%
▪This increase was driven by market requirements in product mix
◦Slight increase in cost per pound sold of $3.2 million, or 0.8%
Operating income and SG&A expense. Operating income decreased by $301.1 million, or 61.1%, from income of $492.6 million generated in the three months ended September 28, 2025 to income of $191.5 million generated in the three months ended September 27, 2026. The following tables provide information regarding operating income and selling, general and administrative (“SG&A”) expense:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Components of operating income | | Three Months Ended September 27, 2026 | | Change from Three Months Ended September 28, 2025 | | Percent of Net Sales | |
| Three Months Ended | |
| Amount | | Percent | | September 27, 2026 | | September 28, 2025 | |
| | (In thousands, except percent data) | |
| Gross profit | | $ | 333,672 | | | $ | (325,712) | | | (49.4) | % | | 7.2 | % | | 13.9 | % | |
| SG&A expense | | 142,169 | | | (22,828) | | | (13.8) | % | | 3.1 | % | | 3.5 | % | |
| Restructuring activities | | — | | | (1,779) | | | (100.0) | % | | — | % | | (0.1) | % | |
| Operating income | | $ | 191,503 | | | $ | (301,105) | | | (61.1) | % | | 4.1 | % | | 10.4 | % | |
| | | | | | | | | | | | | | | | | | | | | |
| Sources of operating income | | Three Months Ended September 27, 2026 | | Change from Three Months Ended September 28, 2025 | |
| Amount | | Percent | |
| | (In thousands, except percent data) | |
| U.S. | | $ | 105,789 | | | $ | (278,334) | | | (72.5) | % | |
| Europe | | 63,415 | | | (6,069) | | | (8.7) | % | |
| Mexico | | 22,299 | | | (16,702) | | | (42.8) | % | |
| | | | | | | |
| Total operating income | | $ | 191,503 | | | $ | (301,105) | | | (61.1) | % | |
| | | | | | | |
| Sources of SG&A expense | | Three Months Ended September 27, 2026 | | Change from Three Months Ended September 28, 2025 | |
| Amount | | Percent | |
| | (In thousands, except percent data) | |
| U.S. | | $ | 77,396 | | | $ | (21,798) | | | (22.0) | % | |
| Europe | | 48,907 | | | (1,177) | | | (2.4) | % | |
| Mexico | | 15,866 | | | 147 | | | 0.9 | % | |
| Total SG&A expense | | $ | 142,169 | | | $ | (22,828) | | | (13.8) | % | |
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Factors impacting SG&A year-over-year changes for the three months ended September 27, 2026 by reportable segment are as follows:
•U.S. SG&A decreased $21.8 million, or 22.0%, driven primarily by a reduction in litigation settlement costs
•Europe SG&A decreased $1.2 million, or 2.4%, driven by decreases in incentive compensation expense and marketing costs
•Mexico SG&A increased $0.1 million, or 0.9%, driven by unfavorable impact of foreign currency translation
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| | Three Months Ended September 27, 2026 | | Change from Three Months Ended September 28, 2025 |
| Amount | | Percent |
| | (In thousands, except percent data) |
| Net interest expense | | $ | 30,203 | | | $ | 1,213 | | | 4.2 | % |
Factors impacting the year-over-year change in net interest expense are as follows:
•Interest expense increased primarily due to a decrease in interest income earned on lower average cash balances, partially offset by a decrease in interest expense on outstanding borrowings.
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| | Three Months Ended September 27, 2026 | | Three Months Ended September 28, 2025 |
| | (In thousands, except percent data) |
Income tax expense | | $ | 43,977 | | | $ | 118,319 | |
| Effective tax rate | | 27.4 | % | | 25.6 | % |
Factors impacting the year-over-year change in income tax expense are as follows:
•A decrease in profit before income taxes
Nine Months Ended September 27, 2026 Compared to the Nine Months Ended September 28, 2025
Net sales. Net sales generated in the nine months ended September 27, 2026 decreased $167.6 million, or 1.2%, from net sales generated in the nine months ended September 28, 2025. The following table provides net sales information:
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| Sources of net sales | | Nine Months Ended September 27, 2026 | | Change from Nine Months Ended September 28, 2025 | | Impact on Change from Nine Months Ended September 28, 2025 |
| Amount | | Percent | | Sales Volume | Sales Prices | Foreign Currency Translation Impact |
| | (In thousands, except percent data) | | (In percent) |
| U.S. | | $ | 7,964,774 | | | $ | (435,413) | | | (5.2) | % | | (0.8) | % | (4.4) | % | NA |
| Europe | | 4,115,404 | | | 120,110 | | | 3.0 | % | | (0.1) | % | 0.7 | % | 2.4 | % |
| Mexico | | 1,731,891 | | | 147,656 | | | 9.3 | % | | 12.4 | % | (14.9) | % | 11.8 | % |
| Total net sales | | $ | 13,812,069 | | | $ | (167,647) | | | (1.2) | % | | | | |
Factors impacting net sales year-over-year changes by reportable segment are as follows:
•U.S. net sales decreased $435.4 million, or 5.2%, driven by the following factors:
◦Decrease in sales price per pound, reducing net sales by $368.3 million, or 4.4%
▪This decrease was driven primarily by unfavorable market pricing conditions with current year market pricing below historical averages
◦Decrease in sales volume, reducing net sales by $67.1 million, or 0.8%
▪The decrease was primarily attributable to lower domestic sales volumes due to increased intercompany transfers to Prepared Foods and the impacts of the conversion of Russellville to a Case Ready plant from a Big Bird plant, which was partially offset by increased export volumes
•Europe net sales increased $120.1 million, or 3.0%, driven by the following factors:
◦Increase in sales price per pound of $27.7 million, or 0.7%
▪This increase was primarily attributable to improved pricing across domestic and export channels
◦Favorable impact of foreign currency translation of $95.8 million, or 2.4%
▪This impact was driven by a strengthening of the British pound against the U.S. dollar
◦Partially offset by a decrease in sales volume of $3.4 million, or 0.1%
▪The decrease was driven by lower domestic and export volumes compared to the prior year period
•Mexico net sales increased $147.7 million, or 9.3% driven by the following factors:
◦Increase in sales volume of $196.8 million, or 12.4%
▪Volume growth was driven by strong market demand and favorable growing conditions, with growth in live chicken and processed chicken products
◦Favorable impact of foreign currency translation of $187.1 million, or 11.8%
▪This impact was driven by a strengthening of the Mexican peso against the U.S. dollar
◦Partially offset by a decrease in sales price per pound of $236.2 million, or 14.9%
▪This decrease was driven by a decrease in commodity chicken pricing resulting from more favorable industry supply conditions compared to the prior-year period
Gross profit and cost of sales. Gross profit decreased by $0.9 billion from $1.9 billion generated in the nine months ended September 28, 2025 to $1.0 billion generated in the nine months ended September 27, 2026. The following tables provide information regarding gross profit and cost of sales information:
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| Components of gross profit | | Nine Months Ended September 27, 2026 | | Change from Nine Months Ended September 28, 2025 | | Percent of Net Sales | |
| | Nine Months Ended | |
| Amount | | Percent | | September 27, 2026 | | September 28, 2025 | |
| | (In thousands, except percent data) | |
| Net sales | | $ | 13,812,069 | | | $ | (167,647) | | | (1.2) | % | | 100.0 | % | | 100.0 | % | |
| Cost of sales | | 12,793,155 | | | 742,991 | | | 6.2 | % | | 92.6 | % | | 86.2 | % | |
| Gross profit | | $ | 1,018,914 | | | $ | (910,638) | | | (47.2) | % | | 7.4 | % | | 13.8 | % | |
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| Sources of gross profit | | Nine Months Ended September 27, 2026 | | Change from Nine Months Ended September 28, 2025 | |
| Amount | | Percent | |
| | (In thousands, except percent data) | |
| U.S. | | $ | 576,699 | | | $ | (783,482) | | | (57.6) | % | |
| Europe | | 343,598 | | | (18,186) | | | (5.0) | % | |
| Mexico | | 98,617 | | | (108,970) | | | (52.5) | % | |
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| Total gross profit | | $ | 1,018,914 | | | $ | (910,638) | | | (47.2) | % | |
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| Sources of cost of sales | | Nine Months Ended September 27, 2026 | | Change from Nine Months Ended September 28, 2025 | |
| Amount | | Percent | |
| | (In thousands, except percent data) | |
| U.S. | | $ | 7,388,075 | | | $ | 348,069 | | | 4.9 | % | |
| Europe | | 3,771,806 | | | 138,296 | | | 3.8 | % | |
| Mexico | | 1,633,274 | | | 256,626 | | | 18.6 | % | |
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| Total cost of sales | | $ | 12,793,155 | | | $ | 742,991 | | | 6.2 | % | |
Factors impacting cost of sales year-over-year changes by reportable segment are as follows:
•U.S. cost of sales increased $348.1 million, or 4.9%, driven by the following factors:
◦Increase in cost per pound sold of $404.3 million, or 5.7%
▪This increase was driven primarily by an increase in live operations costs, grain costs, grower pay, depreciation, utilities, and other operating costs
◦Decrease in sales volume of $56.2 million, or 0.8%
▪The decrease was primarily attributable to lower domestic sales volumes due to increased intercompany transfers to Prepared Foods and the impacts of the conversion of Russellville to a Case Ready plant from a Big Bird plant, which was partially offset by increased export volumes
•Europe cost of sales increased $138.3 million, or 3.8%, driven by the following factors:
◦Unfavorable impact of foreign currency translation of $86.6 million, or 2.4%
▪This impact was driven by a strengthening of the British pound against the U.S. dollar
◦An increase in cost per pound sold of $54.7 million, or 1.5%
▪This increase was driven by higher input costs, such as labor and utilities
◦Partially offset by a decrease in sales volume of $3.0 million, or 0.1%
•Mexico cost of sales increased $256.6 million, or 18.6% driven by the following factors:
◦Unfavorable impact of foreign currency translation of $176.4 million, or 12.8%
▪This impact was driven by a strengthening of the Mexican peso against the U.S. dollar
◦Increase in sales volume of $171.0 million, or 12.4%
▪This increase was driven primarily by an increase in demand for fresh products
◦Partially offset by a decrease in cost per pound sold of $90.8 million, or 6.6%
▪This decrease was driven by a decrease in commodity ingredients costs, such as corn and soy
Operating income and SG&A expense. Operating income decreased by $1.0 billion, or 70.2%, from $1.4 billion generated in the nine months ended September 28, 2025 to $420.0 million generated in the nine months ended September 27, 2026. The following tables provide information regarding operating income and selling, general and administrative (“SG&A”) expense:
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| Components of operating income | | Nine Months Ended September 27, 2026 | | Change from Nine Months Ended September 28, 2025 | | Percent of Net Sales | |
| Nine Months Ended | |
| Amount | | Percent | | September 27, 2026 | | September 28, 2025 | |
| | (In thousands, except percent data) | |
| Gross profit | | $ | 1,018,914 | | | $ | (910,638) | | | (47.2) | % | | 7.4 | % | | 13.8 | % | |
| SG&A expense | | 587,441 | | | 89,208 | | | 17.9 | % | | 4.2 | % | | 3.6 | % | |
| Restructuring activities | | 11,464 | | | (10,426) | | | (47.6) | % | | 0.1 | % | | 0.2 | % | |
| Operating income | | $ | 420,009 | | | $ | (989,420) | | | (70.2) | % | | 3.0 | % | | 10.1 | % | |
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| Sources of operating income | | Nine Months Ended September 27, 2026 | | Change from Nine Months Ended September 28, 2025 | |
| Amount | | Percent | |
| | (In thousands, except percent data) | |
| U.S. | | $ | 181,586 | | | $ | (876,330) | | | (82.8) | % | |
| Europe | | 188,721 | | | (253) | | | (0.1) | % | |
| Mexico | | 49,702 | | | (112,837) | | | (69.4) | % | |
| Total operating income | | $ | 420,009 | | | $ | (989,420) | | | (70.2) | % | |
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| Sources of SG&A expense | | Nine Months Ended September 27, 2026 | | Change from Nine Months Ended September 28, 2025 | |
| Amount | | Percent | |
| | (In thousands, except percent data) | |
| U.S. | | $ | 395,113 | | | $ | 92,848 | | | 30.7 | % | |
| Europe | | 143,413 | | | (7,507) | | | (5.0) | % | |
| Mexico | | 48,915 | | | 3,867 | | | 8.6 | % | |
| Total SG&A expense | | $ | 587,441 | | | $ | 89,208 | | | 17.9 | % | |
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Factors impacting SG&A year-over-year changes by reportable segment are as follows:
•U.S. SG&A increased $92.8 million, or 30.7%, driven by an increase in litigation settlement expense and legal defense costs
•Europe SG&A decreased $7.5 million, or 5.0%, driven by decreases in incentive compensation expense and marketing costs, while also partially offset by the unfavorable impact foreign currency translation
•Mexico SG&A increased $3.9 million, or 8.6%, driven by the unfavorable impact of foreign currency translation
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| Sources of restructuring activities charges | | Nine Months Ended September 27, 2026 | | Change from Nine Months Ended September 28, 2025 |
| Amount | | Percent |
| | (In thousands, except percent data) |
| Europe | | $ | 11,464 | | | $ | (10,426) | | | (47.6) | % |
Factors impacting restructuring activities charges are as follows:
•Europe restructuring activities charges of $11.5 million for the nine months ended September 27, 2026 were incurred primarily as a result of severance related to back office consolidation
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| | Nine Months Ended September 27, 2026 | | Change from Nine Months Ended September 28, 2025 |
| Amount | | Percent |
| | (In thousands, except percent data) |
| Net interest expense | | $ | 107,290 | | | $ | 30,064 | | | 38.9 | % |
Factors impacting the year-over-year change in net interest expense are as follows:
•Interest expense increased primarily due to the loss on early extinguishment of debt of $16.3 million primarily driven by the tender offer on the Senior Notes due 2033, and lower year-over-year interest income due to a decrease in average cash balances
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| | Nine Months Ended September 27, 2026 | | Nine Months Ended September 28, 2025 |
| | (In thousands, except percent data) |
Income tax expense | | $ | 82,919 | | | $ | 331,991 | |
| Effective tax rate | | 26.4 | % | | 25.0 | % |
Factors impacting the year-over-year change in income tax expense are as follows:
•A decrease in profit before income taxes
Liquidity and Capital Resources
The following table presents our available sources of liquidity as of September 27, 2026:
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| Sources of Liquidity | | Facility Amount | | Facility Amount (USD) | | Amount Outstanding (USD) | | Availability (USD) |
| | | | (In millions) |
| Cash and cash equivalents | | NA | | NA | | NA | | $ | 935.8 | |
| Borrowing arrangements: | | | | | | | | |
U.S. Credit Facility(a) | | USD | 850.0 | million | | $ | — | | | $ | — | | | $ | 846.2 | |
| Europe Credit Facility | | GBP | 150.0 | million | | — | | | — | | | 198.7 | |
| Mexico BBVA Credit Facility | | MXN | 1.3 | billion | | — | | | — | | | 72.1 | |
| Mexico Bajio Credit Facility | | MXN | 1.5 | billion | | — | | | — | | | 84.8 | |
| Total availability under the borrowing arrangements | | | | | | | | $ | 1,201.8 | |
(a)Availability under the U.S. Credit Facility may also be reduced by outstanding standby letters of credit.
On March 30, 2026, the Company commenced a tender offer pursuant to which it offered to acquire up to $250.0 million aggregate principal amount of its 6.250% Senior Notes due 2033. On April 14, 2026, the early settlement date, the Company exercised the purchase of $250.0 million aggregate principal amount at a price of $1,056.90 per $1,000.00 principal amount and a total cost of $264.2 million.
On June 26, 2026, Pilgrim’s Europe entered into a new £150.0 million multicurrency revolving credit facility that matures in June 2031. Concurrently, Pilgrim’s Europe terminated its previously existing revolving credit facility dated June 24, 2022. The new facility may be used for general corporate purposes, working capital requirements and permitted acquisitions. Borrowings bear interest at applicable reference rates plus a leverage-based margin.
On September 23, 2026, the Company completed a sale of €500.0 million aggregate principal amount of its 4.75% unsecured, unregistered senior notes due 2034. The proceeds of which will be used for general corporate purposes, including to fund the consideration in connection with the acquisition of Walkers Deli & Sausage Company, and to pay related costs and expenses. The issuance price of this offering was 99.866%, which created gross proceeds of €499.3 million before transaction costs. The €0.7 million discount will be amortized over the remaining life of the notes. The notes bear interest at a rate of 4.75% per annum from the date of issuance until maturity, payable annually in January, commencing January 23, 2027.
We expect cash flows from operations, combined with availability under our credit facilities, to provide sufficient liquidity to fund current obligations, the pending Walkers acquisition, projected working capital requirements, maturities of long-term debt and capital spending for at least the next twelve months.
Historical Flow of Funds
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| Cash Flows from Operating Activities | | Nine Months Ended |
| | September 27, 2026 | | September 28, 2025 |
| | (In millions) |
| Net income | | $ | 231.0 | | | $ | 995.4 | |
| Net noncash expenses | | 452.9 | | | 329.8 | |
| Changes in operating assets and liabilities: | | | | |
| Trade accounts and other receivables | | 154.6 | | | (84.7) | |
| Inventories | | (64.6) | | | (138.9) | |
| Prepaid expenses and other current assets | | (54.9) | | | (34.6) | |
| Accounts payable, accrued expenses and other current liabilities | | 16.4 | | | (42.4) | |
| Income taxes | | (27.2) | | | 95.8 | |
| Long-term pension and other postretirement obligations | | 2.6 | | | (0.2) | |
| Other operating assets and liabilities | | (26.6) | | | (39.7) | |
| Cash provided by operating activities | | $ | 684.2 | | | $ | 1,080.4 | |
Net Noncash Expenses
Items necessary to reconcile from net income to cash flow provided by operating activities included net noncash expenses of $452.9 million for the nine months ended September 27, 2026. Net noncash expense items included depreciation and amortization of $365.0 million, asset impairment of $22.3 million, deferred income tax expense of $21.6 million, stock-based compensation costs of $17.0 million, loss on early extinguishment of debt of $16.3 million, losses on property disposals of $5.2 million, loan cost amortization of $3.8 million, and accretion of discounts related to Senior Notes of $1.7 million.
Items necessary to reconcile from net income to cash flow provided by operating activities included net noncash expenses of $329.8 million for the nine months ended September 28, 2025. Net noncash expense items included depreciation and amortization of $334.4 million, deferred income tax benefit of $34.0 million, stock-based compensation costs of $19.6 million, loan cost amortization of $3.7 million, losses on property disposals of $2.9 million, accretion of discounts related to Senior Notes of $1.8 million, asset impairment of $0.8 million, and loss on early extinguishment of debt of $0.6 million. Other net noncash items were immaterial.
Changes in Operating Assets and Liabilities
The change in trade accounts and other receivables represented a $154.6 million source of cash related to operating activities for the nine months ended September 27, 2026. This change primarily resulted from the sale of trade receivables. The change in trade accounts and other receivables represented a $84.7 million use of cash related to operating activities for the nine months ended September 28, 2025. This change resulted primarily from an increase in sales from more favorable market pricing.
The change in inventories represented a $64.6 million use of cash related to operating activities for the nine months ended September 27, 2026. This change resulted primarily from increased live inventory balances due to increased grain costs. The change in inventories represented a $138.9 million use of cash related to operating activities for the nine months ended September 28, 2025. This change resulted primarily from building inventories to meet increased demand and in anticipation of fourth quarter seasonal demand.
The change in prepaid expenses and other current assets represented a $54.9 million use of cash related to operating activities for the nine months ended September 27, 2026. This change resulted primarily from an increase in derivative assets, prepaid property insurance, prepaid indirect taxes in our Mexico and Europe reportable segments and prepaid grower housing incentives. The change in prepaid expenses and other current assets represented a $34.6 million use of cash related to operating activities for the nine months ended September 28, 2025. This change resulted primarily from an increase in prepaid indirect taxes in our Mexico and Europe reportable segments, prepaid property insurance, and an increase in prepaid grower housing incentives.
The change in accounts payable, accrued expenses and other current liabilities represented a $16.4 million source of cash related to operating activities for the nine months ended September 27, 2026. This change resulted primarily from an increase in trade payables, an increase in litigation settlement accruals and an increase in accrued payroll, partially offset by payment of incentive compensation accrued for in 2025. The change in accounts payable, accrued expenses and other current liabilities represented a $42.4 million use of cash related to operating activities for the nine months ended September 28, 2025.
This change resulted primarily from the payment of incentive compensation accrued for in 2024 and payments of litigation settlements, partially offset by an increase in the days payables outstanding, and increases in accrued payroll and insurance expenses.
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 $27.2 million use and $95.8 million source of cash for the nine months ended September 27, 2026 and September 28, 2025, respectively.
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| Cash Flows from Investing Activities | | Nine Months Ended |
| | September 27, 2026 | | September 28, 2025 |
| | (In millions) |
| Acquisitions of property, plant and equipment | | $ | (682.0) | | | $ | (441.1) | |
| Proceeds from property disposals | | 11.7 | | | 4.1 | |
| Purchase of acquired business, net of cash acquired | | (3.1) | | | — | |
| Cash used in investing activities | | $ | (673.4) | | | $ | (437.0) | |
Capital expenditures were incurred primarily for growth projects, such as a new prepared foods facility in Walker County, GA and the conversion of a commodity plant to a plant supporting our U.S. retail customers, and to improve operational efficiencies for the nine months ended September 27, 2026. Capital expenditures were incurred primarily for growth projects, such as the conversion of a commodity plant to a plant supporting our U.S. retail customers, system enhancement projects, and to improve operational efficiencies for the nine months ended September 28, 2025.
Purchase of acquired business during the nine months ended September 27, 2026, is from the equity purchase in Europe of Hermitage AI Ltd. from Hermitage Group. For more details, refer to "Note 6. Goodwill and Intangible Assets."
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| Cash Flows from Financing Activities | | Nine Months Ended |
| | September 27, 2026 | | September 28, 2025 |
| | (In millions) |
| Proceeds from revolving line of credit and long-term borrowings | | $ | 709.3 | | | $ | — | |
| Payments on revolving line of credit, long-term borrowings and finance lease obligations | | (399.8) | | | (114.8) | |
| Payments on early extinguishment of debt | | (14.5) | | | (2.1) | |
| Payments of capitalized loan costs | | (6.5) | | | — | |
| Payments for dividends | | — | | | (1,994.3) | |
| Purchase of noncontrolling interest | | — | | | (1.3) | |
| Cash provided by (used in) financing activities | | $ | 288.5 | | | $ | (2,112.5) | |
Proceeds from the revolving line of credit and long-term borrowings during the nine months ended September 27, 2026, are related to the issuance of 4.75% Euro Senior Notes due 2034 and borrowings on the revolving U.S. and Mexico lines of credit. Payments on revolving line of credit, long-term borrowings and finance lease obligations during the nine months ended September 27, 2026, are primarily related to the repurchase of the 6.25% Senior Notes due 2033 and its 3.50% Senior Notes due 2032 as well as revolving line of credit and finance lease payments. Payments on early extinguishment of debt during the nine months ended September 27, 2026, are related to fees paid during the repurchase of its 6.25% Senior Notes due 2033. Payments of capitalized loan costs during the nine months ended September 27, 2026, are related to fees paid during the issuance of its 4.75% Euro Senior Notes due 2034.
Payments for dividends during the nine months ended September 28, 2025 are related to the special cash dividends that were paid in April and September 2025. Payments on revolving line of credit, long-term borrowings and finance lease obligations and payments on early extinguishment of debt during the nine months ended September 28, 2025, are primarily related to open market repurchases of outstanding senior notes. The repurchase of noncontrolling interest represents cash paid in exchange for equity of a subsidiary that was previously owned by a noncontrolling interest partner.
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 11. Debt.”
Reconciliation of Net Income to EBITDA and Adjusted EBITDA
“EBITDA” is defined as the sum of net income 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) costs related to litigation settlements, (2) restructuring activities losses, (3) asset impairment, (4) net loss attributable to noncontrolling interests, and (5) foreign currency transaction gains. 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;
•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.
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| Nine Months Ended |
| September 27, 2026 |
| (In thousands) |
| Net income | $ | 230,987 | |
| Add: | |
| Interest expense, net | 107,290 | |
| Income tax expense | 82,919 | |
| Depreciation and amortization | 365,010 | |
| EBITDA | 786,206 | |
| Add: | |
| Litigation settlements | 158,905 | |
| Restructuring activities losses | 11,464 | |
| Asset impairment | 25,558 | |
| Net loss attributable to noncontrolling interest | 1,419 | |
| Foreign currency transaction losses | 888 | |
| Adjusted EBITDA | $ | 984,440 | |
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 attempt to minimize our exposure to the changing price and availability of such feed ingredients by 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.
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| Three Months Ended September 27, 2026 |
| Amount | | Impact of 10% Increase in Feed Ingredient Prices |
| (In thousands) |
Feed ingredient purchases(a) | $ | 879,165 | | | $ | 87,917 | |
Feed ingredient inventory(b) | 182,153 | | | 18,215 | |
(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 September 27, 2026.
(b)A 10% increase in ending feed ingredient prices would have increased inventories as of September 27, 2026.
| | | | | | | | | | | |
| September 27, 2026 |
| Amount | | Impact of 10% Increase to the Fair Value of Commodity Derivative Assets |
| (In thousands) |
Net commodity derivative assets(a) | $ | 9,074 | | | $ | 907 | |
(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 a change in the fair value of our net commodity derivative position, as of September 27, 2026.
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 $79.9 million as of September 27, 2026.
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 September 27, 2026, our Mexican subsidiaries that are denominated in Mexican peso had net assets of $748.6 million. A 10% weakening in Mexican peso against the U.S. dollar exchange rate would cause a decrease in the net
assets of our Mexican subsidiaries by $68.1 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 $83.2 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 September 27, 2026, our Europe subsidiaries that are denominated in British pounds had net assets of $960.9 million. 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 $87.4 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 $106.8 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 be impacted by inflationary pressures. 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 maintain contracts that are critical to our operations;
•Our ability to retain management and other key individuals;
•Outbreaks of avian influenza or other diseases, either in our own flock or elsewhere, affecting our ability to conduct our operations and/or demand for our poultry products;
•Contamination of our products, which has previously and can in the future lead to product liability claims (for which insurance coverage is expensive, limited and potentially inadequate) and product recalls;
•Media campaigns related to food production, regulatory and customer focus on sustainability, and recent increased focus and attention by the U.S. government on market dynamics;
•Changes in laws or regulations affecting our operations or the application or enforcement thereof, including those relating to climate change, immigration and anti-corruption;
•Competitive factors, inflation and pricing pressures, customer consolidation 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, developments relating to tariffs and other international trade actions, trade barriers, exchange controls, expropriation and other risks associated with foreign segments;
•Restrictions imposed by, and as a result of, Pilgrim’s leverage;
•Disruptions in international markets, energy supply routes, and other distribution channels for various reasons, including, but not limited to, the ongoing Russia-Ukraine war or wars in the Middle East;
•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 “Part II—Item 1A—Risk Factors,” as well as under “Part I—Item 1A—Risk Factors” in our 2025 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.
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, as amended (the “Exchange Act”), “disclosure controls and procedures” means controls and other procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
As of September 27, 2026, 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 September 27, 2026, the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that information we are required to disclose in our reports filed with the SEC is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
The Company’s management, including the Chief Executive Officer and Chief Financial Officer, identified no change in the Company’s internal control over financial reporting that occurred during the three months ended September 27, 2026 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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 Condensed Consolidated Financial Statements, “Note 17. 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 2025 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. There have been no material changes to the risk factors previously disclosed in our 2025 Annual Report, except as disclosed below.
We have received an unsolicited proposal from our majority stockholder to acquire the shares of our common stock it does not already own. The outcome of this proposal is uncertain, may result in significant costs, and may impact the trading price and volatility of our common stock.
On August 18, 2026, our Board received an unsolicited proposal from our majority stockholder JBS (which currently beneficially owns, through its indirect wholly-owned subsidiaries, approximately 82.1% of our outstanding common stock), to acquire all outstanding shares of our common stock not already owned by JBS or its subsidiaries. For more information on the Proposed Transaction, see “Part I—Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Unsolicited Offer from JBS to Purchase Outstanding Shares of PPC Common Stock.” There can be no assurance as to whether any agreement relating to the Proposed Transaction or any similar or other transaction will be reached, or that the Proposed Transaction or any similar or other transaction will be pursued, approved by our Board and/or stockholders, or consummated, or as to its terms. The Proposed Transaction is an expression of interest only and may be withdrawn or modified at any time. The Special Committee may decline to recommend or may terminate its consideration of the Proposed Transaction, or any transaction, at any time, and any transaction remains subject to numerous factors, including market conditions, industry trends, regulatory developments, and litigation. While the Special Committee’s evaluations are underway, the primary focus of the Company’s executive management team will continue to be the effective management of the Company. We may also need to expend monetary costs, as well as the time and attention of our Board and management, in connection with the evaluation of, and response to, the Proposed Transaction. The outcome of the Proposed Transaction may contribute to fluctuations in the trading price, the market’s perception of our prospects, and trading volume of our common stock and/or subject us to litigation.
ITEM 5. OTHER INFORMATION
None of the Company’s directors or executive officers adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408 of Regulation S-K) during the fiscal quarter ended September 27, 2026.
ITEM 6. EXHIBITS
| | | | | | | | |
Exhibit No. | | Description |
| | |
| 3.1 | | |
| | |
| 3.2 | | |
| | |
| 4.1 | | |
| | |
| 4.2 | | |
| | |
| 31.1 | | |
| | |
| 31.2 | | |
| | |
| 32.1 | | |
| | |
| 32.2 | | |
| | |
| 10.1 | | |
| | |
| 101.SCH | | Inline XBRL Taxonomy Extension Schema |
| | |
| 101.CAL | | Inline XBRL Taxonomy Extension Calculation |
| | |
| 101.DEF | | Inline XBRL Taxonomy Extension Definition |
| | |
| 101.LAB | | Inline XBRL Taxonomy Extension Label |
| | |
| 101.PRE | | Inline XBRL Taxonomy Extension Presentation |
| | |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| | | | | | | | |
| * | | Filed herewith. |
| ** | | Furnished herewith. |
| + | | Pursuant to Item 601(b) of Regulation S-K, the Company has omitted portions of the referenced exhibit that are (a) not material and (b) of the type of information it customarily and actually treats as private and confidential. Additionally, pursuant to Item 601(a) of Regulation S-K, the Company has omitted certain schedules that are not material. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | | | | | | | | | |
| | PILGRIM’S PRIDE CORPORATION | |
| | | |
| Date: October 28, 2026 | | /s/ Matthew Galvanoni | |
| | Matthew Galvanoni | |
| | Chief Financial Officer and Chief Accounting Officer | |
| | (Principal Financial Officer, Principal Accounting Officer and Authorized Signatory) | |