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COMMITMENTS AND CONTINGENCIES
9 Months Ended
Sep. 27, 2026
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES 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.