COMMITMENTS AND CONTINGENCIES

General

We are a party to many routine contracts in which we provide general indemnities in the normal course of business to third parties for various risks. Among other considerations, we have not recorded a liability for any of these indemnities as based upon the likelihood of payment, the fair value of such indemnities would not have a material impact on our financial condition, results of operations and cash flows.

Purchase Obligations

The Company will sometimes enter into noncancelable contracts to purchase capital equipment and certain commodities such as corn, soybean meal, and electricity. At December 25, 2016, the Company was party to outstanding purchase contracts totaling $178.0 million and $0.5 million payable in 2017 and 2018, respectively. There were no outstanding purchase contracts in 2019.

Operating Leases

The Consolidated Statements of Operations include rental expense for operating leases of approximately $32.5 million, $25.3 million and $15.2 million in 2016, 2015 and 2014, respectively. The Company’s future minimum lease commitments under noncancelable operating leases are as follows (in thousands):



2017	$	26,819
2018	23,386
2019	20,200
2020	14,364
2021	11,582
Thereafter	11,649
Total	$	108,000

Certain of the Company’s operating leases include rent escalations. The Company includes the rent escalation in its minimum lease payments obligations and recognizes them as a component of rental expense on a straight-line basis over the minimum lease term.

The Company also maintains operating leases for various types of equipment, some of which contain residual value guarantees for the market value of assets at the end of the term of the lease. The terms of the lease maturities range from one to ten years. The maximum potential amount of the residual value guarantees is estimated to be approximately $34.7 million; however, the actual amount would be offset by any recoverable amount based on the fair market value of the underlying leased assets. No liability has been recorded related to this contingency as the likelihood of payments under these guarantees is not considered to be probable and the fair value of such guarantees is immaterial. The Company historically has not experienced significant payments under similar residual guarantees.

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 (i) any reserve or special deposit requirement against assets of, deposits with or credit extended by such lender related to the loan, (ii) any tax, duty or other charge with respect to the loan (except standard income tax) or (iii) capital adequacy requirements. In addition, some of the Company’s loan agreements contain a withholding tax provision that requires the Company to pay additional amounts to the applicable lender or other financing party, generally if withholding taxes are imposed on such lender or other financing party as a result of a change in the applicable tax law. These increased cost and withholding tax provisions continue for the entire term of the applicable transaction, and there is no limitation on the maximum additional amounts the Company could be obligated to pay under such provisions. Any failure to pay amounts due under such provisions generally would trigger an event of default, and, in a secured financing transaction, would entitle the lender to foreclose upon the collateral to realize the amount due.

Litigation

The Company is subject to various legal proceedings and claims which arise in the ordinary course of business. In the Company’s opinion, it has made appropriate and adequate accruals for claims where necessary; however, the ultimate liability for these matters is uncertain, and if significantly different than the amounts accrued, the ultimate outcome could have a material effect on the financial condition or results of operations of the Company. For a discussion of the material legal proceedings and claims, see Part II, Item 1. “Legal Proceedings.” Below is a summary of some of these material proceedings and claims. The Company believes it has substantial defenses to the claims made and intends to vigorously defend these cases.

Tax Claims and Proceedings

In 2009, the IRS asserted claims against the Company totaling $74.7 million. Following a series of objections, motions and opposition filed by both parties with the Bankruptcy Court, the Company worked with the IRS through the normal processes and procedures that are available to resolve the IRS’ claims. On December 12, 2012, the Company entered into two Stipulations of Settled Issues agreements with the IRS (the “Stipulations”). The first Stipulation related to the Company’s 2003, 2005, and 2007 tax years and resolved all of the material issues in the case. The second Stipulation related to the Company as the successor in interest to Gold Kist Inc. (“Gold Kist”) for the tax years ended June 30, 2005 and September 30, 2005, and resolved all substantive issues in the case. These Stipulations accounted for approximately $29.3 million of the claims and should result in no additional tax due. The Company is currently working with the IRS to finalize the complete tax calculations associated with the Stipulations.

Other Claims and Proceedings

Between September 2, 2016 and October 13, 2016, ten purported class action lawsuits were filed with the U.S. District Court for the Northern District of Illinois against Pilgrim’s and 13 other producers by and on behalf of direct and indirect purchasers of broiler chickens. On October 5, 2016, the Court consolidated the complaints, for pretrial purposes, into actions on behalf of three different putative classes: direct purchasers, indirect purchasers/consumers and commercial/institutional indirect purchasers. These actions are now styled In re Broiler Chicken Antitrust Litigation. The current operative complaints filed on behalf of each putative class allege, among other things, a conspiracy among defendants to reduce output and fix, increase, maintain, and stabilize the prices of broiler chickens in violation of the U.S. antitrust laws from the period of January 2008 to the present. The complaints on behalf of putative classes of indirect purchasers also include causes of action under various state consumer protection laws, unfair competition laws and unjust enrichment common laws. The complaints seek treble damages, injunctive relief, pre- and post-judgment interest, costs, and attorneys’ fees on behalf of the putative class. Pilgrim’s has filed motions to dismiss these actions.

On October 10, 2016, Patrick Hogan, acting on behalf of himself and a putative class of persons who purchased shares of Pilgrim’s stock between February 21, 2014 and October 6, 2016, filed a class action complaint in the U.S. District Court for the District of Colorado against Pilgrim’s and its named executive officers. The complaint alleges, among other things, that Pilgrim’s SEC filings contained statements that were rendered materially false and misleading by Pilgrim’s failure to disclose that (i) the company colluded with several of its industry peers to fix prices in the broiler-chicken market as alleged in the In re Broiler Chicken Antitrust Litigation, (ii) its conduct constituted a violation of federal antitrust laws, (iii) Pilgrim’s revenues during the class period were the result of illegal conduct and (iv) that Pilgrim’s lacked effective internal control over financial reporting, as well as stating that Pilgrim’s industry was anticompetitive. The Court has not yet appointed a lead plaintiff and no consolidated class action complaint has been filed.

On January 27, 2017, a purported class action on behalf of broiler chicken farmers was brought against Pilgrim’s and 10 other producers in the Eastern District of Oklahoma, alleging, among other things, a conspiracy among the defendants to reduce competition in the domestic market for broiler chickens. Plaintiffs’ allegations are similar to those raised in the In re Broiler Chicken Antitrust Litigation, and seek, among other relief, treble damages.

We believe we have strong defenses in response to plaintiffs’ allegations and intend to contest these actions vigorously. We cannot predict the outcome of these actions nor when they will be resolved. If the plaintiffs were to prevail in any of these actions, we could be liable for damages, which could be material and could adversely affect our financial condition or results of operations.