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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended ~~June~~December 2928, 2024


☐			Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

001-14704

(Commission File Number)

______________________________________________

TYSON FOODS, INC.

(Exact name of registrant as specified in its charter)

______________________________________________

Delaware

71-0225165

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

2200 West Don Tyson Parkway,

Springdale,

Arkansas

72762-6999

(Address of Principal Executive Offices)

(Zip Code)

(479)

290-4000

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Class A Common Stock

Par Value

$0.10

TSN

New York Stock Exchange

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 ☒ 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 ☒ 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 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

☒

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 ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of ~~June~~December 2928, 2024.

Class						Outstanding Shares
Class A Common Stock, $0.10 Par Value (Class A stock)						~~285~~286,~~820~~185,~~693~~368
Class B Common Stock, $0.10 Par Value (Class B stock)						70,009,005

Class B stock is not listed for trading on any exchange or market system. However, Class B stock is convertible into Class A stock on a share-for-share basis.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

		PAGE
Item 1.	Financial Statements
	Consolidated Condensed Statements of Income for the Three and Nine Months Ended June 29, 2024, and July 1, 2023	1
	Consolidated Condensed Statements of Income for the Three Months Ended December 28, 2024, and December 30, 2023	1
	Consolidated Condensed Statements of Comprehensive Income for the Three and Nine Months Ended June 29, 2024, and July 1, 2023	2
	Consolidated Condensed Statements of Comprehensive Income for the Three Months Ended December 28, 2024, and December 30, 2023	2
	Consolidated Condensed Balance Sheets as of June 29, 2024, and September 30, 2023	3
	Consolidated Condensed Balance Sheets as of December 28, 2024, and September 28, 2024	3
	Consolidated Condensed Statements of Shareholders’ Equity for the Three and Nine Months Ended June 29, 2024, and July 1, 2023	4
	Consolidated Condensed Statements of Shareholders’ Equity for the Three Months Ended December 28, 2024, and December 30, 2023	4
	Consolidated Condensed Statements of Cash Flows for the Nine Months Ended June 29, 2024, and July 1, 2023	5
	Consolidated Condensed Statements of Cash Flows for the Three Months Ended December 28, 2024 and December 30, 2023	5
	Notes to Consolidated Condensed Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2824
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4134
Item 4.	Controls and Procedures	4235

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	4235
Item 1A.	Risk Factors	4336
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4336
Item 3.	Defaults Upon Senior Securities	4336
Item 4.	Mine Safety Disclosures	4336
Item 5.	Other Information	4337
Item 6.	Exhibits	4437
SIGNATURES		4539

PART I. FINANCIAL INFORMATION

Item 1.Financial Statements

TYSON FOODS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF INCOME

(In millions, except per share data)

(Unaudited)

	Three Months Ended				~~Nine Months Ended~~
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
	December 28, 2024		December 30, 2023
Sales	$	13,~~353~~623	$	13,~~140~~319	$	~~39,744~~	$	~~39,533~~
Cost of Sales	12,~~475~~528		12,~~463~~496		~~37,177~~		~~37,361~~
Gross Profit	~~878~~1,095		~~677~~823		~~2,567~~		~~2,172~~
Selling, General and Administrative	~~537~~515		~~579~~592		~~1,683~~		~~1,656~~
Goodwill Impairment	—		448		—		448
Operating Income	580		231
Operating Income (Loss)	341		(350)		884		68
Other (Income) Expense:
Interest income	(3625)		(610)		~~(60)~~		~~(22)~~
Interest expense	~~135~~120		89105		~~351~~		~~262~~
Other, net	~~(11)~~7		(725)		~~(24)~~		~~(50)~~
Total Other (Income) Expense	88102		7670		~~267~~		~~190~~
Income (Loss) before Income Taxes	253		(426)		617		(122)
Income before Income Taxes	478		161
Income Tax Expense	57112		947		~~159~~		84
Net Income (Loss)	196		(435)		458		(206)
Net Income	366		114
Less: Net Income (Loss) Attributable to Noncontrolling Interests	5		(18)		15		(8)
Less: Net Income Attributable to Noncontrolling Interests	7		7
Net Income (Loss) Attributable to Tyson	$	191	$	(417)	$	443	$	(198)
Net Income Attributable to Tyson	$	359	$	107
Net Income (Loss) Per Share Attributable to Tyson:
Net Income Per Share Attributable to Tyson:
Class A Basic	$	01.5503	$	(10.~~18)~~31	$	~~1.28~~	$	~~(0.56)~~
Class B Basic	$	0.4993	$	(10.~~08)~~28	$	~~1.14~~	$	~~(0.51)~~
Diluted	$	01.5401	$	(10.~~18)~~30	$	~~1.25~~	$	~~(0.56)~~

See accompanying Notes to Consolidated Condensed Financial Statements.

TYSON FOODS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

(Unaudited)

	Three Months Ended				~~Nine Months Ended~~
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
	December 28, 2024		December 30, 2023
Net Income (Loss)	$	196	$	(435)	$	458	$	(206)
Net Income	$	366	$	114
Other Comprehensive Income (Loss), Net of Taxes:
Derivatives accounted for as cash flow hedges	~~(12)~~3		—		~~(11)~~		1
Investments	—(2)		—2		2		2
Currency translation	(32105)		~~(35)~~58		~~(28)~~		64
Postretirement benefits	—		—3		2		1
Total Other Comprehensive Income (Loss), Net of Taxes	(44104)		~~(35)~~63		~~(35)~~		68
Comprehensive Income (Loss)	152		(470)		423		(138)
Comprehensive Income	262		177
Less: Comprehensive Income (Loss) Attributable to Noncontrolling Interests	4		(18)		15		(8)
Less: Comprehensive Income Attributable to Noncontrolling Interests	—		15
Comprehensive Income (Loss) Attributable to Tyson	$	148	$	(452)	$	408	$	(130)
Comprehensive Income Attributable to Tyson	$	262	$	162

See accompanying Notes to Consolidated Condensed Financial Statements.

TYSON FOODS, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

(In millions, except share and per share data)

(Unaudited)

	June 29, 2024		September 30, 2023
	December 28, 2024		September 28, 2024
Assets
Current Assets:
Cash and cash equivalents	$	2,~~569~~292	$	~~573~~1,717
Accounts receivable, net	2,~~389~~323		2,~~476~~406
Inventories	5,~~033~~114		5,~~328~~195
Other current assets	~~581~~353		~~345~~433
Total Current Assets	10,~~572~~082		89,~~722~~751
Net Property, Plant and Equipment	9,~~368~~353		9,~~634~~442
Goodwill	9,~~801~~805		9,~~878~~819
Intangible Assets, net	5,~~928~~799		65,~~098~~875
Other Assets	2,~~063~~271		12,~~919~~213
Total Assets	$	37,~~732~~310	$	3637,~~251~~100
Liabilities and Shareholders’ Equity
Current Liabilities:
Current debt	$	~~1,320~~95	$	~~1,895~~74
Accounts payable	2,~~291~~497		2,~~594~~402
Other current liabilities	2,~~199~~188		2,~~010~~311
Total Current Liabilities	54,~~810~~780		64,~~499~~787
Long-Term Debt	9,~~701~~711		79,~~611~~713
Deferred Income Taxes	2,~~318~~283		2,~~308~~285
Other Liabilities	1,~~701~~909		1,~~578~~801
Commitments and Contingencies (Note 15)
Commitments and Contingencies (Note 14)
Shareholders’ Equity:
Common stock ($0.10 par value):
Class A-authorized 900 million shares, issued 378 million shares	38		38
Convertible Class B-authorized 900 million shares, issued 70 million shares	7		7
Capital in excess of par value	4,~~578~~610		4,~~560~~597
Retained earnings	1819,~~687~~054		18,~~760~~873
Accumulated other comprehensive gain (loss)	(~~295~~281)		(~~260~~184)
Treasury stock, at cost – 91 million shares at June 29, 2024 and 92 million shares at September 30, 2023	(4,939)		(4,972)
Treasury stock, at cost – 91 million shares at December 28, 2024 and 92 million shares at September 28, 2024	(4,925)		(4,941)
Total Tyson Shareholders’ Equity	18,~~076~~503		18,~~133~~390
Noncontrolling Interests	~~126~~124		~~122~~124
Total Shareholders’ Equity	18,~~202~~627		18,~~255~~514
Total Liabilities and Shareholders’ Equity	$	37,~~732~~310	$	3637,~~251~~100

See accompanying Notes to Consolidated Condensed Financial Statements.

TYSON FOODS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In millions)

(Unaudited)

	Three Months Ended						~~Nine Months Ended~~
	June 29, 2024			July 1, 2023			June 29, 2024			July 1, 2023
	December 28, 2024			December 30, 2023
	Shares	Amount		Shares	Amount		~~Shares~~	~~Amount~~		~~Shares~~	~~Amount~~
Class A Common Stock:
Balance at beginning and end of period	378	$	38	378	$	38	~~378~~	$	38	~~378~~	$	38
Class B Common Stock:
Balance at beginning and end of period	70	7		70	7		70	7		70	7
Capital in Excess of Par Value:
Balance at beginning of period		4,~~556~~597			4,~~541~~560			~~4,560~~			~~4,553~~
Stock-based compensation and other		2213			2(34)			18			~~(10)~~
Balance at end of period		4,~~578~~610			4,~~543~~526			~~4,578~~			~~4,543~~
Retained Earnings:
Balance at beginning of period		18,~~667~~873			1918,~~962~~760			~~18,760~~			~~20,084~~
Net Income (Loss) Attributable to Tyson		191			(417)			443			(198)
Net Income Attributable to Tyson		359			107
Dividends		(~~171~~178)			(~~167~~174)			~~(516)~~			~~(508)~~
Balance at end of period		1819,~~687~~054			1918,~~378~~693			~~18,687~~			~~19,378~~
Accumulated Other Comprehensive Income (Loss), Net of Tax:
Balance at beginning of period		(~~252~~184)			(~~194~~260)			~~(260)~~			~~(297)~~
Other comprehensive income (loss)		(43)			(35)			(35)			68
Other comprehensive income (loss) attributable to Tyson		(97)			55
Balance at end of period		(~~295~~281)			(~~229~~205)			~~(295)~~			~~(229)~~
Treasury Stock:
Balance at beginning of period	9192	(4,~~927~~941)		92	(4,~~955~~972)		92	~~(4,972)~~		88	~~(4,683)~~
Purchase of Class A common stock	—	(1315)		—	(1113)		—	~~(44)~~		5	~~(343)~~
Stock-based compensation	—(1)	131		—(1)	876		~~(1)~~	77		~~(1)~~	68
Balance at end of period	91	(4,~~939~~925)		9291	(4,~~958~~909)		91	~~(4,939)~~		92	~~(4,958)~~
Total Shareholders’ Equity Attributable to Tyson		$	18,~~076~~503		$	18,~~779~~150		$	~~18,076~~		$	~~18,779~~
Equity Attributable to Noncontrolling Interests:
Balance at beginning of period		$	~~134~~124		$	~~159~~122		$	~~122~~		$	~~109~~
Net income (loss) attributable to noncontrolling interests		5			(18)			15			(8)
Net income attributable to noncontrolling interests		7			7
Distributions to noncontrolling interest		(11)			(2)			(11)			(2)
Business combinations		—			1
Business combinations		—			—			1			28
Currency translation and other		(7)			8
Currency translation and other		(2)			(8)			(1)			4
Total Equity Attributable to Noncontrolling Interests		$	124		$	138
Total Equity Attributable to Noncontrolling Interests		$	126		$	131		$	126		$	131
Total Shareholders’ Equity		$	18,627		$	18,288
Total Shareholders’ Equity		$	18,202		$	18,910		$	18,202		$	18,910

See accompanying Notes to Consolidated Condensed Financial Statements.

TYSON FOODS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

	Nine Months Ended
	Three Months Ended
	June 29, 2024		July 1, 2023
	December 28, 2024		December 30, 2023
Cash Flows From Operating Activities:
Net income (loss)	$	458	$	(206)
Net income	$	366	$	114
Depreciation and amortization	~~1,082~~348		~~943~~373
Deferred income taxes	6(2)		(5414)
Impairment of goodwill	—		448
Other, net	78		129
Other, net	162		200
Net changes in operating assets and liabilities	241		698
Net changes in operating assets and liabilities	265		98
Cash Provided by Operating Activities	1,031		1,300
Cash Provided by Operating Activities	1,973		1,429
Cash Flows From Investing Activities:
Additions to property, plant and equipment	(~~884~~271)		(~~1,564~~354)
Purchases of marketable securities	(2315)		(217)
Proceeds from sale of marketable securities	2116		206
Acquisition, net of cash acquired	—		(262)
Acquisition of equity investments	(2)		(26)
Acquisition of equity investments	(28)		(50)
Other, net	39		3
Other, net	60		5
Cash Used for Investing Activities	(233)		(378)
Cash Used for Investing Activities	(854)		(1,872)
Cash Flows From Financing Activities:
Proceeds from issuance of debt	~~2,391~~22		~~1,117~~771
Payments on debt	(~~347~~42)		(~~175~~32)
Proceeds from issuance of commercial paper	~~1,649~~—		71,~~015~~649
Repayments of commercial paper	~~(2,240)~~—		(72,~~015~~240)
Purchases of Tyson Class A common stock	(4415)		(~~343~~13)
Dividends	(~~513~~175)		(~~503~~171)
Stock options exercised	915		107
Other, net	~~(22)~~—		~~(5)~~3
Cash Provided by Financing Activities	883		101
Cash Used for Financing Activities	(195)		(26)
Effect of Exchange Rate Changes on Cash	(628)		1015
Increase (Decrease) in Cash and Cash Equivalents and Restricted Cash	1,996		(332)
Increase in Cash and Cash Equivalents and Restricted Cash	575		911
Cash and Cash Equivalents and Restricted Cash at Beginning of Year	~~573~~1,717		~~1,031~~573
Cash and Cash Equivalents and Restricted Cash at End of Period	2,~~569~~292		~~699~~1,484
Less: Restricted Cash at End of Period	—		—
Cash and Cash Equivalents at End of Period	$	2,~~569~~292	$	~~699~~1,484

See accompanying Notes to Consolidated Condensed Financial Statements.

TYSON FOODS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1: ACCOUNTING POLICIES

Basis of Presentation

The consolidated condensed financial statements are unaudited and have been prepared by Tyson Foods, Inc. (“Tyson,” “the Company,” “we,” “us” or “our”). Certain information and accounting policies and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Although we believe the disclosures contained herein are adequate to make the information presented not misleading, these consolidated condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended September 3028, ~~2023~~2024. Preparation of consolidated condensed financial statements requires us to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

We believe the accompanying consolidated condensed financial statements contain all adjustments, which are of a normal recurring nature necessary to state fairly our financial position as of ~~June~~December 2928, 2024 and the results of operations for the three ~~and nine~~ months ended ~~June~~December 2928, 2024 and ~~July~~December 130, 2023. Results of operations and cash flows for the periods presented are not necessarily indicative of results to be expected for the full year.

Consolidation

The consolidated condensed financial statements include the accounts of all wholly-owned subsidiaries, as well as majority-owned subsidiaries over which we exercise control and, when applicable, entities for which we have a controlling financial interest or variable interest entities for which we are the primary beneficiary. All significant intercompany accounts and transactions have been eliminated in consolidation.

Goodwill and Intangible Assets

Goodwill isand indefinite life intangible assets are initially recorded at fair value and not amortized, but isare reviewed for impairment at least annually or more frequently if impairment indicators arise. Our goodwill isand indefinite life intangible assets are evaluated for impairment by first performing a qualitative assessment to determine whether a quantitative ~~goodwill~~ test is necessary. If it is determined, based on qualitative factors, the fair value of the reporting unit ~~may~~or beindefinite life intangible asset may more likely than not be less than the carrying amount, or if significant changes to ~~macroeconomic~~macro-economic factors ~~related to the reporting unit~~ have occurred that could materially impact fair value, a quantitative ~~goodwill~~ impairment test would be required. The quantitative test is to identify if a potential impairment exists by comparing the fair value of a reporting unit or indefinite life intangible asset with its carrying amount~~, including goodwill~~. If the carrying amount of the reporting unit or indefinite life intangible asset exceeds the fair value, an impairment loss is recognized in an amount equal to that excess, not to exceed the carrying amount of goodwill or the indefinite life intangible asset.

Our qualitative assessment for the first ~~three~~quarter ~~quarters~~ of fiscal ~~2024~~2025 did not indicate that it was more likely than not the fair value of any of our reporting units or indefinite ~~lived~~life ~~intangibles~~intangible assets was less than the carrying amount, and as such, no quantitative test was deemed necessary. We consider reporting units and indefinite ~~lived~~life ~~intangibles~~intangible assets that have 20% or less excess fair value over carrying amount to have a heightened risk of impairment. The following reporting units and indefinite ~~lived~~life ~~intangibles~~intangible asset were considered at heightened risk of impairment as of the date of the most recent estimated fair value determination, which was in the fourth quarter of fiscal ~~2023~~2024: our Chicken segment reporting units, ~~our Beef reporting unit~~ and our ~~Pork~~Beef reporting unit with goodwill totaling $3.~~1 billion, $~~0.3 billion and $0.43 billion, respectively, and ~~two~~one Prepared Foods ~~brands~~brand with a carrying ~~values~~value of $0.5 billion ~~and $0~~.~~3 billion.~~

Some of the inherent estimates and assumptions used in determining fair value of the reporting units and indefinite life intangible assets are outside the control of management, including interest rates, cost of capital, tax rates, market EBITDA comparables and credit ratings. While we believe we have made reasonable estimates and assumptions to calculate the fair value of the reporting units, it is possible a material change could occur. If our actual results are not consistent with our estimates and assumptions used to calculate fair value, it could result in ~~additional~~ material impairments of our goodwill or indefinite life intangible assets.

Use of Estimates

The consolidated condensed financial statements are prepared in conformity with accounting principles generally accepted in the United States, which require us to make estimates and assumptions that affect the amounts reported in the consolidated condensed financial statements and accompanying notes. Actual results could differ from those estimates. During the first quarter of fiscal 2023, we revised estimates and recorded adjustments of approximately $30 million primarily to reduce certain employee compensation accruals recorded as of October 1, 2022.

New Regulation

On November 28, 2023, the United States Department of Agriculture published the Transparency in Poultry Grower Contracting and Tournaments rule that amended section 202(a) of the Packers and Stockyards Act to introduce new disclosure requirements that live poultry dealers must furnish to contract broiler growers. The rule was effective February 12, 2024, and directed live poultry dealers to amend broiler grower contracts to reflect certain new requirements. In compliance with the rule, we offered amendments to all our broiler growers which encompassed the new requirements, including but not limited to minimum number of flock placements and stocking density. As the amendments to certain contracts created fixed minimum payments associated with embedded leases, we have recognized as of June 29, 2024 a $72 million right-of-use asset and corresponding lease liability. These are reflected in the Consolidated Condensed Balance Sheets within Other Assets, Other current liabilities and Other Liabilities.

Recently Issued Accounting Pronouncements

In ~~March~~November 2024, the ~~SEC~~FASB issued aauthoritative ~~final~~guidance ~~rule~~to ~~that~~disclose ~~will~~certain ~~require~~additional ~~registrants~~expense toinformation ~~provide~~including, ~~certain~~among ~~climate-related~~other ~~information~~items, inpurchases ~~their~~of ~~registration~~inventory, ~~statements~~employee compensation, depreciation and ~~annual~~intangible ~~reports~~asset amortization included within each Consolidated Statement of Income expense caption. The ~~rule~~guidance is effective for annual reporting periods beginning inafter ~~2025~~December 15, 2026, our fiscal ~~2026~~2028, and ~~will~~interim reporting periods within fiscal years beginning after December 15, 2027, our fiscal 2029. Amendments can be applied ~~prospectively~~using either the prospective or the retrospective approach. We are currently evaluating the impact this guidance will have on disclosures in our consolidated financial statements.

In March 2024, the SEC issued a final rule that will require registrants to provide certain climate-related information in their registration statements and annual reports. The rule is effective for annual reporting periods beginning in 2025, our fiscal 2026, and will be applied prospectively. However, the SEC has issued a stay on the final rule due to legal challenges, and the effective date has been delayed indefinitely. We are currently evaluating the impact this guidance will have on our consolidated financial statements.

In December 2023, the Financial Accounting Standards Board (the "FASB") issued authoritative guidance to enhance the transparency and decision usefulness of income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The guidance is effective for annual reporting periods beginning after December 15, 2024, our fiscal 2026 and will be applied prospectively. We are currently evaluating the impact this guidance will have on disclosures in our consolidated financial statements.

In November 2023, the FASB issued authoritative guidance to improve the disclosures about a public entity's reportable segments and address requests from investors for additional, more detailed information about a reportable segment's expenses. The guidance is effective for annual reporting periods beginning after December 15, 2023, our fiscal 2025, and interim reporting periods within fiscal years beginning after December 15, 2024, our fiscal 2026. Amendments will be applied retrospectively to all prior periods presented in the financial statements. We are currently evaluating the impact this guidance will have on disclosures in our consolidated financial statements.

In March 2023, the FASB issued authoritative guidance intended to address issues related to arrangements between entities under common control such as terms and conditions an entity should consider for determining whether a lease exists and the classification and accounting for that lease as well as accounting for leasehold improvements associated with leases between entities under common control. The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2023, our fiscal 2025 and can be applied using either the prospective or retrospective approach. We do not expect the adoption of this guidance will have a material impact on our consolidated financial statements.

In September 2022, the FASB issued guidance that requires additional disclosures for supplier finance programs to allow users to better understand the nature, activity and potential magnitude of the programs. The guidance, except for a requirement for rollforward information, is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2022, our fiscal 2024. Disclosure of rollforward information is effective for fiscal years beginning after December 15, 2023, our fiscal 2025. Early adoption is permitted and the retrospective transition method should be applied for all amendments except rollforward information, which should be applied prospectively. We elected to early adopt the initial disclosure requirement for the fiscal year ended September 30, 2023, and it did not have a material impact on our consolidated financial statements.

NOTE 2: ~~ACQUISITIONS AND DISPOSITIONS~~INVENTORIES

InProcessed ~~the~~products, ~~third~~livestock ~~quarter~~and ofsupplies ~~fiscal~~and ~~2023,~~other weare ~~acquired~~valued ~~Williams~~at ~~Sausage~~the ~~Company~~lower ~~for~~of ~~$220 million,~~cost or net ofrealizable ~~cash~~value. ~~acquired,~~Cost ~~subject~~includes topurchased ~~certain~~raw ~~adjustments~~materials, aslive ~~part~~purchase ofcosts, ~~our~~growout ~~growth~~costs ~~strategy~~(primarily tofeed, ~~increase~~livestock ~~our~~grower ~~capacity~~pay and ~~product~~catch ~~portfolio.~~and ~~Its~~haul ~~results~~costs), ~~subsequent~~labor toand ~~the~~manufacturing ~~acquisition closing, are included in our Prepared Foods segment~~ and ~~through~~production ~~June 29~~overhead, ~~2024~~which ~~were~~are ~~insignificant~~related to ~~our~~the ~~Consolidated~~purchase ~~Condensed~~and ~~Statements~~production of ~~Income~~inventories. ~~The~~At ~~purchase~~December 28, ~~price~~2024, ~~allocation~~the ~~included~~cost ~~$15 million~~ of ~~net~~inventories ~~working~~was ~~capital,~~determined ~~including~~by ~~$3 million~~either ofthe ~~cash acquired~~first-in, ~~$67 million~~first-out ofmethod ~~Property,~~or ~~Plant~~the ~~and~~weighted-average ~~Equipment~~method, ~~$107 million~~which ofis ~~Goodwill,~~consistent ~~$65 million~~with ofthe ~~Intangible~~methods ~~Assets,~~used ~~and~~at ~~$31~~September ~~million~~28, ~~of Deferred Income Taxes~~2024. ~~Intangible~~Inventories ~~Assets~~are ~~include~~presented ~~brands~~net ~~and~~of ~~trademarks~~lower ~~and~~of ~~customer~~cost ~~relationships~~or ~~which~~net ~~will~~realizable bevalue ~~amortized~~adjustments ~~over a life~~ of 20$112 million and ~~12 years, respectively.~~ $50115 million ofas ~~the goodwill is deductible for U.S. income tax purposes. The acquisition~~ of ~~Williams~~December 28, ~~Sausage~~2024 ~~Company~~and ~~was~~September 28, ~~accounted~~2024, ~~for using the acquisition method of accounting~~respectively.

In the first quarter of fiscal 2023, we completed the acquisition of a 60% equity stake in Supreme Foods Processing Company ("SFPC"), a producer and distributor of value-added and cooked chicken and beef products, and a 15% equity stake in Agricultural Development Company ("ADC"), a fully integrated poultry company, for a total purchase price of $75 million, net of cash acquired. Both SFPC and ADC were subsidiaries of Tanmiah Food Company. The results of SFPC, subsequent to the acquisition closing, are included in International/Other for segment presentation and through June 29, 2024 were insignificant to our Consolidated Condensed Statements of Income. We are accounting for the investment in ADC under the equity method.

NOTE 3: INVENTORIES

Processed products, livestock and supplies and other are valued at the lower of cost or net realizable value. Cost includes purchased raw materials, live purchase costs, growout costs (primarily feed, livestock grower pay and catch and haul costs), labor and manufacturing and production overhead, which are related to the purchase and production of inventories. At June 29, 2024, the cost of inventories was determined by either the first-in, first-out method or the weighted-average method, which is consistent with the methods used at September 30, 2023. Inventories are presented net of lower of cost or net realizable value adjustments of $139 million and $145 million as of June 29, 2024 and September 30, 2023, respectively.

The following table reflects the major components of inventory (in millions):

	June 29, 2024		September 30, 2023
	December 28, 2024		September 28, 2024
Processed products	$	2,~~785~~775	$	2,~~847~~897
Livestock	1,~~429~~496		1,~~594~~460
Supplies and other	~~819~~843		~~887~~838
Total inventory	$	5,~~033~~114	$	5,~~328~~195

~~NOTE 4: PROPERTY, PLANT AND EQUIPMENT~~7

NOTE 3: PROPERTY, PLANT AND EQUIPMENT

The major categories of property, plant and equipment and accumulated depreciation are as follows (in millions):

	June 29, 2024		September 30, 2023
	December 28, 2024		September 28, 2024
Land	$	~~216~~217	$	~~219~~220
Buildings and leasehold improvements	6,~~802~~978		6,~~460~~981
Machinery and equipment	11,~~215~~544		1011,~~680~~457
Land improvements and other	~~585~~596		~~559~~600
Buildings and equipment under construction	~~894~~721		~~1,782~~705
	19,712		19,700
	20,056		19,963
Less accumulated depreciation	10,~~344~~703		10,~~066~~521
Net Property, Plant and Equipment	$	9,~~368~~353	$	9,~~634~~442

NOTE 54: OTHER CURRENT LIABILITIES

Other current liabilities are as follows (in millions):

	June 29, 2024		September 30, 2023
	December 28, 2024		September 28, 2024
Accrued salaries, wages and benefits	$	~~826~~654	$	~~672~~912
Taxes payable	~~149~~300		~~156~~210
Accrued current legal contingencies	~~351~~328		~~289~~349
Other	~~873~~906		~~893~~840
Total other current liabilities	$	2,~~199~~188	$	2,~~010~~311

NOTE 5: RESTRUCTURING AND RELATED CHARGES

Network Optimization Plan

In the first quarter of fiscal 2025, the Company initiated a network optimization plan to optimize our global operations. We are reporting on actions approved through the end of the first quarter of fiscal 2025, including the estimated amounts for each major category of costs, as we are currently unable to make an estimate of the cost of the entire network optimization plan. As of December 28, 2024, we expect to incur $93 million of charges related to actions approved to date, which include an estimated $39 million of cash charges and $54 million of non-cash charges. We recognized charges of $73 million in the first quarter of fiscal 2025, which primarily included the closure of two facilities in the Prepared Foods segment, a non-harvesting facility closure in the Beef segment and asset write-offs in the Chicken segment and International/Other. These charges included $29 million that have resulted or will result in cash outflows and $44 million of non-cash. We expect to incur costs related to the network optimization plan over a multi-year period.

The following table reflects pretax expenses related to the network optimization plan in the first quarter of fiscal 2025 (in millions):


	Beef		Pork		Chicken		Prepared Foods		International/Other		Total
Cost of Sales:
Severance and related costs	$	5	$	—	$	2	$	2	$	—	$	9
Accelerated depreciation	23		—		—		—		—		23
Asset write-offs	3		—		7		23		5		38
Other	1		—		—		—		—		1
Total Cost of Sales	$	32	$	—	$	9	$	25	$	5	$	71

Selling, General and Administrative:
Severance and related costs	—		—		2		—		—		2

Total Selling, General and Administrative	$	—	$	—	$	2	$	—	$	—	$	2

Total	$	32	$	—	$	11	$	25	$	5	$	73

As of December 28, 2024 there was $36 million of network optimization plan liability.

~~NOTE~~Plant 6:Closures ~~RESTRUCTURING~~and ~~AND RELATED CHARGES~~Disposals

~~2022~~During ~~Program~~the first quarter of fiscal 2024, to optimize asset utilization, the Company approved the closure of two case ready value-added plants in our Beef segment located in Columbia, South Carolina and Jacksonville, Florida. We shifted production to other facilities and ceased operations at both plants during the first quarter of fiscal 2024.

~~The~~As ~~Company~~a ~~approved~~result aof ~~restructuring~~the ~~program~~plant inclosures ~~fiscal~~and ~~2022~~disposals, ~~(the~~we ~~“2022~~recorded ~~Program”)~~$75 tomillion ~~improve~~of ~~business~~charges ~~performance,~~in ~~increase~~the ~~collaboration,~~first ~~enhance~~quarter ~~team~~of ~~member~~fiscal ~~agility~~2024, ~~enable~~primarily ~~faster~~related ~~decision-making~~to accelerated depreciation, severance, retention and ~~reduce~~related ~~redundancies~~costs. The ~~following~~charges ~~table~~are ~~reflects~~reflected in the ~~total~~Consolidated ~~pretax~~Condensed ~~anticipated~~Statements ~~expenses~~of ~~associated~~Income ~~with~~in Cost of Sales. Included in the ~~2022~~results ~~Program~~for (the first three months of fiscal 2024 are $6 million of charges that have resulted or will result in ~~millions):~~cash outflows and $69 million of non-cash charges.

	Beef		Pork		Chicken		Prepared Foods		International/Other		Total
Severance costs	$	25	$	7	$	22	$	53	$	18	$	125
Relocation and related costs	22		7		3		21		—		53
Accelerated depreciation	5		2		—		12		—		19
Contract and lease terminations	—		—		—		21		—		21
Professional and other fees	2		1		—		4		—		7
Total 2022 Program	$	54	$	17	$	25	$	111	$	18	$	225

The following table reflects our liability related to plant closures as of December 28, 2024 (in millions):

Restructuring costs include severance expenses and related charges directly associated with the 2022 Program such as relocation, contract and lease terminations, professional fees and accelerated depreciation resulting from the closure of facilities. We anticipate that $48 million and $177 million of the total pretax anticipated expense will be recorded in Cost of Sales and Selling, General and Administrative, respectively, in our Consolidated Condensed Statements of Income. Included in the table above are $199 million of charges that have resulted or will result in cash outflows and $26 million in non-cash charges.


	Balance at September 28, 2024		Plant Closure Charges		Payments		Balance at December 28, 2024
Contract termination	$	98	$	—	$	(8)	$	90
Severance and retention	5		—		(3)		2
Total	$	103	$	—	$	(11)	$	92

~~The~~During ~~following~~the ~~table~~first ~~reflects~~quarter of fiscal 2024, we experienced a fire at a production facility in the ~~pretax~~Netherlands ~~impact~~which is included in International/Other for segment presentation, and subsequently approved the sale of the ~~2022~~facility. ~~Program’s~~For ~~restructuring~~the ~~and~~first quarter of fiscal 2024, these charges totaled $26 million, primarily related to property, plant and equipment impairments, inventory write-offs and clean-up costs. The charges ~~during~~are reflected in the Consolidated Condensed Statements of Income in Cost of Sales and, for the first ~~nine~~three months of fiscal 2024, byincluded ~~reportable~~$2 million ~~segment~~of (charges that resulted in ~~millions):~~cash outflows and $24 million of non-cash charges.

	Beef		Pork		Chicken		Prepared Foods		International/Other		Total
Severance costs	$	1	$	—	$	2	$	1	$	—	$	4
Relocation and related costs	3		1		—		4		—		8
Accelerated depreciation	—		—		—		—		—		—
Contract and lease terminations	—		—		—		19		—		19
Professional and other fees	—		—		—		—		—		—
Total	$	4	$	1	$	2	$	24	$	—	$	31

For the first nine months of fiscal 2024, we recorded restructuring and related charges of $31 million in Selling, General and Administrative in our Consolidated Condensed Statements of Income. Included in the above results are $21 million of charges that have resulted or will result in cash outflows and $10 million in non-cash charges.

The following table reflects the pretax impact of the 2022 Program’s restructuring and related charges during the third quarter of fiscal 2023 by reportable segment (in millions):

	Beef		Pork		Chicken		Prepared Foods		International/Other		Total
Severance costs	$	4	$	1	$	10	$	4	$	9	$	28
Relocation and related costs	7		3		—		6		—		16
Accelerated depreciation	1		—		—		3		—		4
Contract and lease terminations	—		—		—		1		—		1
Professional and other fees	1		—		—		—		—		1
Total	$	13	$	4	$	10	$	14	$	9	$	50

For the third quarter of fiscal 2023, we recorded restructuring and related charges of $19 million and $31 million in Cost of Sales and Selling, General and Administrative, respectively, in our Consolidated Condensed Statements of Income. There were no charges for the third quarter of fiscal 2024.

The following table reflects the pretax impact of the 2022 Program’s restructuring and related charges during the first nine months of fiscal 2023 by reportable segment (in millions):

	Beef		Pork		Chicken		Prepared Foods		International/Other		Total
Severance costs	$	6	$	2	$	9	$	10	$	15	$	42
Relocation and related costs	14		5		2		12		—		33
Accelerated depreciation	4		1		—		9		—		14
Contract and lease terminations	—		—		—		(1)		—		(1)
Professional and other fees	2		—		—		3		—		5
Total	$	26	$	8	$	11	$	33	$	15	$	93

For the first nine months of fiscal 2023, we recorded restructuring and related charges of $23 million and $70 million in Cost of Sales and Selling, General and Administrative, respectively, in our Consolidated Condensed Statements of Income. Included in the above results are $80 million of charges that have resulted or will result in cash outflows and $13 million in non-cash charges.

The following table reflects the pretax 2022 Program charges to date by reportable segment (in millions):

	Beef		Pork		Chicken		Prepared Foods		International/Other		Total
Severance costs	$	25	$	7	$	22	$	53	$	18	$	125
Relocation and related costs	21		7		2		20		—		50
Accelerated depreciation	5		2		—		12		—		19
Contract and lease terminations	—		—		—		21		—		21
Professional and other fees	2		1		—		3		—		6
Total	$	53	$	17	$	24	$	109	$	18	$	221

Through the third quarter of fiscal 2024, we recorded restructuring and related charges to date of $47 million and $174 million in Cost of Sales and Selling, General and Administrative, respectively, in our Consolidated Condensed Statements of Income. Included in the above results are $195 million of charges to date that have resulted or will result in cash outflows and $26 million in non-cash charges to date.

The following table reflects our liability related to the 2022 Program, which was recognized in Other current liabilities in our Consolidated Condensed Balance Sheet as of June 29, 2024 (in millions):

	Balance at September 30, 2023		Restructuring Expense		Payments		Changes in Estimates		Balance at June 29, 2024
Severance costs	$	58	$	6	$	(51)	$	(2)	$	11
Relocation and related costs	5		8		(11)		—		2
Contract and lease termination	—		9		(9)		—		—
Professional and other fees	2		—		—		(1)		1
Total	$	65	$	23	$	(71)	$	(3)	$	14

As the Company continues to evaluate its business strategies and long-term growth targets, additional restructuring activities may occur.

Plant Closures

During fiscal 2023, as part of a strategic review of assets, the Company approved the closure of six Chicken segment processing facilities located in Glen Allen, Virginia; Van Buren, Arkansas; Corydon, Indiana; Dexter, Missouri; Noel, Missouri; and North Little Rock, Arkansas, to optimize asset utilization. As of the second quarter of fiscal 2024, we shifted production to other facilities and ceased operations at all six facilities. Additionally, during the first quarter of fiscal 2024, the Company approved the closure of two case ready value-added plants in our Beef segment located in Columbia, South Carolina and Jacksonville, Florida and during the second quarter of fiscal 2024 approved the closure of a Pork segment processing facility in Perry, Iowa to optimize asset utilization. We shifted production to other facilities and ceased operations at our Columbia and Jacksonville facilities during the first quarter of fiscal 2024, and shifted production and ceased operations at our Perry facility during the third quarter of fiscal 2024.

As a result of the plant closures, we recorded $41 million and $155 million of charges in the third quarter and first nine months of fiscal 2024, respectively, and $15 million and $107 million of charges in the third quarter and first nine months of fiscal 2023, primarily related to grower contract terminations, accelerated depreciation, severance, retention and related costs. The charges are reflected in the Consolidated Condensed Statements of Income in Cost of Sales. Included in the results for the first nine months of fiscal 2024 are $12 million of charges that have resulted or will result in cash outflows and $143 million in non-cash charges. Included in the results for the first nine months of fiscal 2023 are $83 million of charges that have resulted or will result in cash outflows and $24 million of non-cash charges.

The following table reflects our liability related to plant closures as of June 29, 2024 (in millions):

	Balance at September 30, 2023		Plant Closure Charges		Payments		Balance at June 29, 2024
Contract termination	$	151	$	13	$	(64)	$	100
Severance and retention	14		9		(12)		11
Total	$	165	$	22	$	(76)	$	111

During the first quarter of fiscal 2024, we experienced a fire at a production facility in the Netherlands which is included in International/Other for segment presentation. Subsequent to the first quarter of fiscal 2024, we recognized additional charges due to our decision to sell the facility. For the third quarter and first nine months of fiscal 2024, these charges totaled $3 million and $83 million, respectively, primarily related to property, plant and equipment impairments, severance costs, inventory write-offs and clean-up costs, partially offset by insurance proceeds. The net charges are reflected in the Consolidated Condensed Statements of Income in Cost of Sales and, for the first nine months of fiscal 2024, included $30 million of charges that have resulted or will result in cash outflows and $58 million of non-cash charges, offset by $5 million of insurance proceeds.

We continue to strategically evaluate optimization of such items as network capacity, manufacturing efficiencies and business technology. If we have a significant change in strategies, outlook, or a manner in which we plan to use these assets, we may experience future charges.

119

NOTE 76: DEBT

The major components of debt are as follows (in millions):

	June 29, 2024		September 30, 2023
	December 28, 2024		September 28, 2024
Revolving credit facility	$	—	$	—
Commercial paper	—		~~592~~—
Senior notes:
3.95% Notes due August 2024	1,250		1,250
4.00% Notes due March 2026 (“2026 Notes”)	800		800
3.55% Notes due June 2027	1,350		1,350
7.00% Notes due January 2028	18		18
4.35% Notes due March 2029 (“2029 Notes”)	1,000		1,000
5.40% Notes due March 2029 ("5.40% 2029 Notes")	600		—600
6.13% Notes due November 2032	~~158~~157		~~158~~157
5.70% Notes due March 2034 ("5.70% 2034 Notes")	900		—900
4.88% Notes due August 2034	500		500
5.15% Notes due August 2044	500		500
4.55% Notes due June 2047	750		750
5.10% Notes due September 2048 (“2048 Notes”)	1,500		1,500
Discount on senior notes	(3736)		(36)
Term loans:
Term loan facility due May 2026 (6.49% at June 29, 2024)	750		1,000
Term loan facility due May 2026 (5.72% at December 28, 2024)	750		750
Term loan facility due May 2028 (7.18% at June 29, 2024)	750		—
Term loan facility due May 2028 (6.30% at December 28, 2024)	750		750
Other	280		164
Finance Leases	144		126
Unamortized debt issuance costs	(48)		(40)
Other	168		168
Total debt	11,021		9,506
Unamortized debt issuance costs	(45)		(46)
Less current debt	1,320		1,895
Total debt	9,806		9,787
Total long-term debt	$	9,701	$	7,611
Less current debt	95		74
Total long-term debt	$	9,711	$	9,713

Revolving Credit Facility and Letters of Credit

We have a $2.25 billion revolving credit facility that supports short-term funding needs and serves as a backstop to our commercial paper program. The facility will mature and the commitments thereunder will terminate in September 2026 with options for two one-year extensions. At ~~June~~December 2928, 2024, amounts available for borrowing under this facility totaled $2.25 billion and we had no outstanding borrowings and no outstanding letters of credit issued under this facility. At ~~June~~December 2928, 2024 we had $8786 million of bilateral letters of credit issued separately from the revolving credit facility, none of which were drawn upon. Our letters of credit are issued primarily in support of workers’ compensation insurance programs and other legal obligations. In the future, if any of our subsidiaries shall guarantee any of our material indebtedness, such subsidiary shall be required to guarantee the indebtedness, obligations and liabilities under this facility.

Commercial Paper Program

We have a commercial paper program under which we may issue unsecured short-term promissory notes up to an aggregate maximum principal amount of $1.5 billion. As of ~~June~~December 2928, 2024, we had no commercial paper outstanding. Our ability to access commercial paper in the future may be limited or its costs increased.

5.40% 2029 Notes/5.70% 2034 Notes

In March 2024, we issued senior unsecured notes with an aggregate principal amount of $1.5 billion, consisting of $600 million due March 2029 ("5.40% 2029 Notes") and $900 million due March 2034 ("5.70% 2034 Notes"). A portion of the net proceeds from the issuances were used to repay $250 million of the amount outstanding under our term loan facility due May 2026, and we ~~expect~~used ~~to use~~ the remainder of the proceeds to retire the August 2024 notes. Interest payments on the 5.40% 2029 Notes and 5.70% 2034 Notes are due semi-annually on March 15 and September 15, beginning September 15, 2024. After the original issue discounts of $3 million, we received net proceeds of $1,497 million and incurred debt issuance costs of $14 million related to the issuances.

1210

Term Loan Facilities

We have a $750 million term loan facility that matures in May 2026 and a $750 million term loan facility that matures in May 2028. In the first quarter of fiscal 2024, we borrowed the full $750 million available under the loan facility that matures in May 2028 and used it to repay $592 million of outstanding commercial paper obligations. Both term loans may be prepaid under certain conditions and contain covenants that are similar to those contained in the revolving credit facility. On January 29, 2025, subsequent to the end of our first quarter of fiscal 2025, we repaid the $750 million term loan that matures in May 2026 using cash on hand.

Debt Covenants

Our revolving credit and term loan facilities contain affirmative and negative covenants that, among other things, may limit or restrict our ability to: create liens and encumbrances; incur debt; merge, dissolve, liquidate or consolidate; make acquisitions and investments; dispose of or transfer assets; change the nature of our business; engage in certain transactions with affiliates; and enter into hedging transactions, in each case, subject to certain qualifications and exceptions. In addition, we are required to maintain a minimum interest expense coverage ratio.

Our senior notes also contain affirmative and negative covenants that, among other things, may limit or restrict our ability to: create liens; engage in certain sale/leaseback transactions; and engage in certain consolidations, mergers and sales of assets.

We were in compliance with all debt covenants at ~~June~~December 2928, 2024.

NOTE 87: EQUITY

Share Repurchases

As of ~~June~~December 2928, 2024, 7.3 million shares remained available for repurchase under the Company's share repurchase program. The program has no fixed or scheduled termination date, and the timing and extent to which we repurchase shares will depend upon, among other things, our working capital needs, markets, industry conditions, liquidity targets, limitations under our debt obligations and regulatory requirements. In addition to the share repurchase program, we purchase shares on the open market to fund certain obligations under our equity compensation plans. A summary of share repurchases of our Class A stock is as follows (in millions):

	Three Months Ended						~~Nine Months Ended~~
	June 29, 2024			July 1, 2023			June 29, 2024			July 1, 2023
	December 28, 2024			December 30, 2023
	Shares	Dollars		Shares	Dollars		~~Shares~~	~~Dollars~~		~~Shares~~	~~Dollars~~
Shares repurchased:
Under share repurchase program	—	$	—	—	$	—	—	$	—	~~4.7~~	$	~~300~~
To fund certain obligations under equity compensation plans	0.23	1315		0.23	1113		~~0.8~~	44		~~0.7~~	43
Total share repurchases	0.23	$	1315	0.23	$	1113	~~0.8~~	$	44	~~5.4~~	$	~~343~~

NOTE 98: INCOME TAXES

Our effective tax rate was 2223.95% onand ~~pretax income for the third quarter of fiscal 2024, (1~~29.8)4% ~~on pretax loss~~ for the ~~third~~first quarter of fiscal ~~2023,~~2025 ~~25.9%~~and ~~on pretax income for the first nine months of fiscal~~ 2024, ~~and (67~~respectively.~~9)%~~ ~~on pretax loss for the first nine months of fiscal 2023.~~ The effective tax rates for the ~~third~~first quarter ~~and first nine months~~ of fiscal 2025 and 2024 are higher than the federal statutory tax rate primarily due to ~~the~~state ~~impact~~taxes ofand ~~foreign~~net ~~losses~~unfavorable ~~for~~permanent ~~which a~~ book-to-tax ~~benefit cannot be recognized~~differences, partially offset by avarious ~~$9 million~~tax ~~benefit~~benefits. ~~from~~Additionally, the ~~remeasurement~~effective ~~of deferred income taxes, primarily due to legislation decreasing state~~ tax ~~rates~~rate ~~enacted~~for in the ~~third~~first quarter of fiscal ~~2024.~~2025 Inwas ~~all~~decreased ~~periods~~by ~~presented,~~ the ~~effective~~release ~~tax rates were increased due to state taxes and include the impact~~ of ~~various~~a ~~tax~~$9 million ~~benefits;~~valuation ~~however,~~allowance ~~tax~~on ~~benefits~~losses ~~increase~~related ~~the~~to ~~effective tax rate in~~ a ~~period~~production offacility ~~pretax~~fire ~~loss~~in ~~and decrease~~ the ~~effective~~Netherlands ~~tax~~and ~~rate~~our insubsequent adecision ~~period~~to ofsell ~~pretax~~the ~~income~~facility. The ~~effective~~release ~~tax~~of ~~rates for~~ the ~~third~~valuation ~~quarter~~allowance ~~and~~was ~~first~~due ~~nine~~to ~~months~~newly ofenacted ~~fiscal~~tax ~~2023~~legislation ~~include~~in the ~~impact of a $448 million non-deductible goodwill impairment~~Netherlands.

Unrecognized tax benefits were $~~136~~154 million and $~~131~~151 million at ~~June~~December 2928, 2024 and September 3028, ~~2023~~2024, respectively.

In December 2021, we received an assessment from the Mexican tax authorities related to the 2015 sale of our direct and indirect equity interests in subsidiaries which held our Mexico operations. The assessment totals approximately $~~481~~448 million (89.80 billion Mexican pesos), which includes tax, inflation adjustment, interest and penalties. We believe the assertions made in the assessment letter have no merit and will defend our positions through the Mexican administrative appeal process and litigation, if necessary. Based on our analysis of this assessment in accordance with FASB guidance related to unrecognized tax benefits, we have not recorded a liability related to the issue.

1311

NOTE 109: EARNINGS ~~(LOSS)~~ PER SHARE

The following table sets forth the computation of basic and diluted earnings ~~(loss)~~ per share (in millions, except per share data):

	Three Months Ended				~~Nine Months Ended~~
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
	December 28, 2024		December 30, 2023
Numerator:
Net income (loss)	$	196	$	(435)	$	458	$	(206)
Net income	$	366	$	114
Less: Net income (loss) attributable to noncontrolling interests	5		(18)		15		(8)
Less: Net income attributable to noncontrolling interests	7		7
Net income (loss) attributable to Tyson	191		(417)		443		(198)
Net income attributable to Tyson	359		107
Less dividends declared:
Class A	~~140~~146		~~137~~143		~~423~~		~~416~~
Class B	3132		3031		93		92
Undistributed earnings (losses)	$	20181	$	(~~584~~67)	$	~~(73)~~	$	~~(706)~~
Class A undistributed earnings (losses)	$	16148	$	(~~478~~55)	$	~~(60)~~	$	~~(578)~~
Class B undistributed earnings (losses)	433		(~~106~~12)		~~(13)~~		~~(128)~~
Total undistributed earnings (losses)	$	20181	$	(~~584~~67)	$	~~(73)~~	$	~~(706)~~
Denominator:
Denominator for basic earnings per share:
Class A weighted average shares	~~284~~285		284		~~284~~		~~285~~
Class B weighted average shares	70		70		70		70
Denominator for diluted earnings per share:
Class A weighted average shares	~~284~~285		284		~~284~~		~~285~~
Class B weighted average shares under the if-converted method for diluted earnings per share(a)	70		—		70		—
Class B weighted average shares under the if-converted method for diluted earnings per share	70		70
Effect of dilutive securities: Stock options, restricted stock and performance units	2		—1		1		—
Denominator for diluted earnings (loss) per share – weighted average shares and assumed conversions(a)	356		284		355		285
Denominator for diluted earnings per share – weighted average shares and assumed conversions	357		355
Net income (loss) per share attributable to Tyson:
Net income per share attributable to Tyson:
Class A basic	$	01.5503	$	(10.~~18)~~31	$	~~1.28~~	$	~~(0.56)~~
Class B basic	$	0.4993	$	(10.~~08)~~28	$	~~1.14~~	$	~~(0.51)~~
Diluted(a)	$	0.54	$	(1.18)	$	1.25	$	(0.56)
Diluted	$	1.01	$	0.30
Dividends Declared Per Share:
Class A	$	0.~~490~~510	$	0.~~480~~500	$	~~1.480~~	$	~~1.460~~
Class B	$	0.~~441~~459	$	0.~~432~~450	$	~~1.332~~	$	~~1.314~~

~~(a)~~Approximately ~~For~~5 ~~the~~million ~~three~~ and ~~nine~~7 ~~months~~million ~~ended July 1, 2023, as the Company was in a net loss position, the impact~~ of ~~the~~our ~~Class B shares under the if~~stock-~~converted~~based ~~method~~compensation ~~is antidilutive and therefore we have not assumed conversion. As a result, the Class B weighted average~~ shares, ~~dividends declared and undistributed losses~~ were ~~excluded~~antidilutive for the ~~purposes~~three ofmonths ~~calculating~~ended ~~Net Income (Loss) Per Share Attributable to Tyson on a diluted basis. Accordingly~~December 28, ~~the~~2024 ~~Company adjusted the presentation for the three~~ and ~~nine months ended July~~December 130, 2023, respectively. toThese ~~remove the 70 million Class B weighted average~~ shares, ~~which~~were ~~did~~ not ~~change~~included ~~diluted~~in ~~net~~the ~~loss~~diluted earnings per share ~~attributable to Tyson~~calculation.

Approximately 5 million and 7 million of our stock-based compensation shares were antidilutive for the three and nine months ended June 29, 2024, respectively. Approximately 9 million of our stock-based compensation shares were antidilutive for the three and nine months ended July 1, 2023. These shares were not included in the diluted earnings per share calculation.

We have two classes of capital stock, Class A stock and Class B stock. Cash dividends cannot be paid to holders of Class B stock unless they are simultaneously paid to holders of Class A stock. The per share amount of cash dividends paid to holders of Class B stock cannot exceed 90% of the cash dividends paid to holders of Class A stock.

We allocate undistributed earnings (losses) based upon a 1.0 to 0.9 ratio per share to Class A stock and Class B stock, respectively. We allocate undistributed earnings based on this ratio due to historical dividend patterns, voting control of Class B shareholders and contractual limitations of dividends to Class B stock.

~~NOTE 11: DERIVATIVE FINANCIAL INSTRUMENTS~~12

~~Our~~NOTE ~~business~~10: ~~operations~~DERIVATIVE ~~give~~FINANCIAL rise to certain market risk exposures mostly due to changes in commodity prices, foreign currency exchange rates and interest rates. We manage a portion of these risks through the use of derivative financial instruments to reduce our exposure to commodity price risk, foreign currency risk and interest rate risk. Our risk management programs are periodically reviewed by our Board of Directors’ Audit Committee. These programs and risks are monitored by senior management and may be revised as market conditions dictate. Our current risk management programs utilize various industry-standard models that take into account the implicit cost of hedging. Credit risks associated with our derivative contracts are not significant as we minimize counterparty exposure by dealing with credit-worthy counterparties and utilizing exchange traded instruments, margin accounts or letters of credit. Additionally, our derivative contracts are mostly short-term in duration and we generally do not make use of credit-risk-related contingent features. No significant concentrations of credit risk existed at June 29, 2024.INSTRUMENTS

Our business operations give rise to certain market risk exposures mostly due to changes in commodity prices, foreign currency exchange rates and interest rates. We manage a portion of these risks through the use of derivative financial instruments to reduce our exposure to commodity price risk, foreign currency risk and interest rate risk. Our risk management programs are periodically reviewed by our Board of Directors’ Audit Committee. These programs and risks are monitored by senior management and may be revised as market conditions dictate. Our current risk management programs utilize various industry-standard models that take into account the implicit cost of hedging. Credit risks associated with our derivative contracts are not significant as we minimize counterparty exposure by dealing with credit-worthy counterparties and utilizing exchange traded instruments, margin accounts or letters of credit. Additionally, our derivative contracts are mostly short-term in duration and we generally do not make use of credit-risk-related contingent features. No significant concentrations of credit risk existed at December 28, 2024.

We had the following net aggregated outstanding notional amounts related to our derivative financial instruments:

in millions, except soybean meal tons

Metric

~~June~~December 2928, 2024

September 3028, ~~2023~~2024

Commodity:

Corn

Bushels

6087

6529

Soybean Meal

Tons

~~510~~1,~~856~~222,400

~~956~~623,~~630~~400

Live Cattle

Pounds

92164

~~319~~136

Lean Hogs

Pounds

~~188~~363

~~454~~351

Foreign Currency

United States dollar

~~274~~215

~~171~~245

We recognize all derivative instruments as either assets or liabilities at fair value in the Consolidated Condensed Balance Sheets, with the exception of normal purchases and normal sales expected to result in physical delivery. For those derivative instruments that are designated and qualify as hedging instruments, we designate the hedging instrument based upon the exposure being hedged (e.g., cash flow hedge or fair value hedge). We designate certain forward contracts as follows:

•Cash Flow Hedges – include certain commodity forward and option contracts of forecasted purchases (e.g., grains), interest rate swaps and locks and certain foreign exchange forward contracts

•Fair Value Hedges – include certain commodity forward contracts of firm commitments (e.g., livestock)

Cash Flow Hedges

Derivative instruments are designated as hedges against changes in the amount of future cash flows related to procurement of certain commodities utilized in our production processes as well as interest rates to our variable rate debt. For the derivative instruments we designate and qualify as a cash flow hedge, the gain or loss on the derivative is reported as a component of other comprehensive income (“OCI”) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Based on market prices as of ~~June~~December 2928, 2024, we have net pretax losses of $165 million for our commodity contracts, which are expected to be reclassified into earnings within the next twelve months. Additionally, we have $1110 million of realized losses related to treasury rate locks in connection with the issuance of the 2026, 2029 and 2048 Notes, which will be reclassified to earnings over the lives of these notes. During the ~~nine~~three months ended ~~June~~December 2928, 2024 and ~~July~~December 130, 2023, we did not reclassify significant pretax gains or losses into earnings as a result of the discontinuance of cash flow hedges. The following table sets forth the pretax impact of cash flow hedge derivative instruments recognized in Other Comprehensive Income (in millions):

	Three Months Ended				~~Nine Months Ended~~
Gain (Loss) Recognized in OCI on Derivatives	~~June~~December 2928, 2024		~~July~~December 130, 2023		~~June 29, 2024~~		~~July 1, 2023~~
Cash flow hedge - derivatives designated as hedging instruments:
Commodity contracts	$	(168)	$	—	$	~~(16)~~	$	—

Fair Value Hedges

We designate certain derivative contracts as fair value hedges of firm commitments to purchase livestock for harvest. Our objective of these hedges is to minimize the risk of changes in fair value created by fluctuations in commodity prices associated with fixed price livestock firm commitments. For these derivative instruments we designate and qualify as a fair value hedge, the gain or loss on the derivative, as well as the offsetting gain or loss on the hedged item attributable to the hedged risk, are recognized in earnings in the same period. We include the gain or loss on the hedged items (e.g., livestock purchase firm commitments) in the same line item, Cost of Sales, as the offsetting gain or loss on the related livestock forward position. Ineffectiveness related to fair value hedges was not significant for the three ~~and nine~~ months ended ~~June~~December 2928, 2024, and ~~July~~December 130, 2023. The following table sets forth the carrying amount of fair value hedge (assets) liabilities as of ~~June~~December 2928, 2024 and September 3028, ~~2023~~2024 (in millions):

Consolidated Condensed Balance Sheets Classification

~~June~~December 2928, 2024

September 3028, ~~2023~~2024

Inventory

~~(14)~~16

16(3)

Undesignated Positions

In addition to our designated positions, we also hold derivative contracts for which we do not apply hedge accounting. These include certain derivative instruments related to commodities price risk, including grains, livestock, energy and foreign currency risk. We mark these positions to fair value through earnings at each reporting date.

Reclassification to Earnings

The following table sets forth the total amounts of each income and expense line item presented in the Consolidated Condensed Statements of Income in which the effects of hedges are recorded (in millions):

Consolidated Condensed Statements of Income Classification

Three Months Ended

~~Nine Months Ended~~

June 29, 2024

July 1, 2023

June 29, 2024

July 1, 2023

December 28, 2024

December 30, 2023

Cost of Sales

12,~~475~~528

12,~~463~~496

~~37,177~~

~~37,361~~

Interest Expense

~~135~~120

89105

~~351~~

~~262~~

Other, net

~~(11)~~7

(725)

~~(24)~~

~~(50)~~

The following table sets forth the pretax impact of the cash flow, fair value and undesignated derivative instruments in the Consolidated Condensed Statements of Income (in millions):

Consolidated Condensed Statements of Income Classification		Three Months Ended				~~Nine Months Ended~~
		June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
		December 28, 2024		December 30, 2023
Cost of Sales	Gain (Loss) on ~~fair~~cash ~~value~~flow hedges reclassified from OCI to earnings:
	Commodity contracts (a)	$	2	$	(5)	$	5	$	(6)
	Commodity contracts	$	(11)	$	—
	Gain (Loss) on cash flow hedges reclassified from OCI to earnings:
	Gain (Loss) on fair value hedges:
	Commodity contracts	—		—		—		—
	Commodity contracts (a)	(4)		(1)
	Gain (Loss) on derivatives not designated as hedging instruments:
	Commodity contracts	48		(844)		~~(50)~~		~~(92)~~
Total		$	6(7)	$	(895)	$	~~(45)~~	$	~~(98)~~
Interest Expense	Gain (Loss) on cash flow hedges reclassified from OCI to earnings:
	Interest rate contracts	$	—(1)	$	—	$	~~(1)~~	$	~~(1)~~
Other, net	Gain (Loss) on derivatives not designated as hedging instruments:
	Foreign exchange contracts	$	~~(2)~~8	$	~~(7)~~5	$	~~(2)~~	$	3

(a) Amounts represent gains/(losses) on commodity contracts designated as fair value hedges of firm commitments that were realized during the period presented, which were offset by a corresponding gain/(loss) on the underlying hedged inventory. Gains or losses related to changes in the fair value of unrealized commodity contracts, along with the offsetting gain or loss on the hedged inventory, are also marked-to-market through earnings with no impact on a net basis.

The fair value of all outstanding derivative instruments in the Consolidated Condensed Balance Sheets are included in Note 1211: Fair Value Measurements.

16NOTE 11: FAIR VALUE MEASUREMENTS

NOTE 12: FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy contains three levels as follows:

Level 1 — Unadjusted quoted prices available in active markets for the identical assets or liabilities at the measurement date.

Level 2 — Other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly, including:

•Quoted prices for similar assets or liabilities in active markets;

•Quoted prices for identical or similar assets in non-active markets;

•Inputs other than quoted prices that are observable for the asset or liability; and

•Inputs derived principally from or corroborated by other observable market data.

Level 3 — Unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The fair value hierarchy requires the use of observable market data when available. In instances where the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input significant to the fair value measurement in its entirety. Our assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability.

The following tables set forth by level within the fair value hierarchy our financial assets and liabilities accounted for at fair value on a recurring basis according to the valuation techniques we used to determine their fair values (in millions):

June 29, 2024	Level 1		Level 2		Level 3		Netting (a)		Total
December 28, 2024	Level 1		Level 2		Level 3		Netting (a)		Total
Other Current Assets:
Derivative financial instruments:
Designated as hedges	$	—	$	1710	$	—	$	(111)	$	69
Undesignated	—		9475		—		(595)		3570
Available-for-sale securities (current)	—		131		—		—		131
Other Assets:
Available-for-sale securities (non-current)	—		6784		2925		—		96109
Deferred compensation assets	1726		~~440~~452		—		—		~~457~~478
Total assets	$	1726	$	~~631~~622	$	2925	$	(706)	$	~~607~~667
Other Current Liabilities:
Derivative financial instruments:
Designated as hedges	$	—	$	1931	$	—	$	(1931)	$	—
Undesignated	—		~~105~~38		—		(9030)		158
Total liabilities	$	—	$	~~124~~69	$	—	$	(~~109~~61)	$	158


September 28, 2024	Level 1		Level 2		Level 3		Netting (a)		Total
Other Current Assets:
Derivative financial instruments:
Designated as hedges	$	—	$	15	$	—	$	(2)	$	13
Undesignated	—		79		—		2		81
Available-for-sale securities (current)	—		10		—		—		10

Other Assets:
Available-for-sale securities (non-current)	—		75		28		—		103
Deferred compensation assets	22		461		—		—		483
Total assets	$	22	$	640	$	28	$	—	$	690

Other Current Liabilities:
Derivative financial instruments:
Designated as hedges	$	—	$	19	$	—	$	(19)	$	—
Undesignated	—		71		—		(35)		36

Total liabilities	$	—	$	90	$	—	$	(54)	$	36

September 30, 2023	Level 1		Level 2		Level 3		Netting (a)		Total
Other Current Assets:
Derivative financial instruments:
Designated as hedges	$	—	$	7	$	—	$	(2)	$	5
Undesignated	—		95		—		(19)		76
Available-for-sale securities (current)	—		15		—		—		15
Other Assets:
Available-for-sale securities (non-current)	—		59		30		—		89
Deferred compensation assets	27		375		—		—		402
Total assets	$	27	$	551	$	30	$	(21)	$	587
Other Current Liabilities:
Derivative financial instruments:
Designated as hedges	$	—	$	27	$	—	$	(27)	$	—
Undesignated	—		126		—		(107)		19
Total liabilities	$	—	$	153	$	—	$	(134)	$	19

(a) Our derivative assets and liabilities are presented in our Consolidated Condensed Balance Sheets on a net basis when a legally enforceable master netting arrangement exists between the counterparty to a derivative contract and us. Additionally, at December 28, 2024, and September 28, 2024, we had $55 million and $54 million, respectively, of net cash collateral with various counterparties where master netting arrangements exist and held no cash collateral.

(a) Our derivative assets and liabilities are presented in our Consolidated Condensed Balance Sheets on a net basis when a legally enforceable master netting arrangement exists between the counterparty to a derivative contract and us. Additionally, at June 29, 2024, and September 30, 2023, we had $39 million and $113 million, respectively, of net cash collateral with various counterparties where master netting arrangements exist and held no cash collateral.15

The following table provides a reconciliation between the beginning and ending balance of marketable debt securities measured at fair value on a recurring basis in the table above that used significant unobservable inputs (Level 3) (in millions):

	Nine Months Ended
	Three Months Ended
	June 29, 2024		July 1, 2023
	December 28, 2024		December 30, 2023
Balance at beginning of year	$	3028	$	3530
Total realized and unrealized gains (losses):
Included in other comprehensive income (loss)	1—		1—
Purchases	3—		51
Issuances	—		—
Settlements	(53)		(101)
Balance at end of period	$	2925	$	3130
Total gains (losses) for the nine month period included in earnings attributable to the change in unrealized gains (losses) relating to assets and liabilities still held at end of period	$	—	$	—
Total gains (losses) for the three month period included in earnings attributable to the change in unrealized gains (losses) relating to assets and liabilities still held at end of period	$	—	$	—

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Derivative Assets and Liabilities

Our derivative financial instruments primarily include exchange-traded and over-the-counter contracts which are further described in Note 1110: Derivative Financial Instruments. We record our derivative financial instruments at fair value using quoted market prices, adjusted where necessary for credit and non-performance risk and internal models that use readily observable market inputs as their basis, including current and forward market prices and rates. We classify these instruments in Level 2 when quoted market prices can be corroborated utilizing observable current and forward commodity market prices on active exchanges or observable market transactions.

Available-for-Sale Securities

Our investments in marketable debt securities are classified as available-for-sale and are reported at fair value based on pricing models and quoted market prices adjusted for credit and non-performance risk. Short-term investments with maturities of less than 12 months are included in Other current assets in the Consolidated Condensed Balance Sheets. All other marketable debt securities are included in Other Assets in the Consolidated Condensed Balance Sheets and have maturities ranging up to 45 years.

We classify our investments in U.S. government, U.S. agency, certificates of deposit and commercial paper debt securities as Level 2 as fair value is generally estimated using discounted cash flow models that are primarily industry-standard models that consider various assumptions, including time value and yield curve as well as other readily available relevant economic measures. We classify certain corporate, asset-backed and other debt securities as Level 3 as there is limited activity or less observable inputs into valuation models, including current interest rates and estimated prepayment, default and recovery rates on the underlying portfolio or structured investment vehicle. Significant changes to assumptions or unobservable inputs in the valuation of our Level 3 instruments would not have a significant impact to our consolidated condensed financial statements.

The following table sets forth our available-for-sale securities’ amortized cost basis, fair value and unrealized gain (loss) by significant investment category (in millions):

	June 29, 2024						September 30, 2023
	December 28, 2024						September 28, 2024
	AmortizedCost Basis		FairValue		UnrealizedGain (Loss)		AmortizedCost Basis		FairValue		UnrealizedGain (Loss)
Available-for-sale securities:
Debt securities:
U.S. treasury and agency	$	8388	$	8085	$	(3)	$	7986	$	7485	$	(51)
Corporate and asset-backed	2925		2925		—		3128		3028		~~(1)~~—

Unrealized holding gains (losses), net of tax, are excluded from earnings and reported in OCI until the security is settled or sold. On a quarterly basis, we evaluate whether losses related to our available-for-sale securities are due to credit or non-credit factors. Losses on debt securities where we have the intent, or will more than likely be required, to sell the security prior to recovery, would be recorded as a direct write-off of amortized cost basis through earnings. Losses on debt securities where we do not have the intent, or would not more than likely be required to sell the security prior to recovery, would be further evaluated to determine whether the loss is credit or non-credit related. Credit-related losses would be recorded through an allowance for credit losses through earnings and non-credit related losses through OCI.

We consider many factors in determining whether a loss is credit-related, including the financial condition and near-term prospects of the issuer, borrower repayment characteristics for asset-backed securities, and our ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery. We recognized no direct write-offs or allowances for credit losses in earnings for the nine months ended June 29, 2024, and July 1, 2023.16

We consider many factors in determining whether a loss is credit-related, including the financial condition and near-term prospects of the issuer, borrower repayment characteristics for asset-backed securities, and our ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery. We recognized no direct write-offs or allowances for credit losses in earnings for the three months ended December 28, 2024, and December 30, 2023.

Deferred Compensation Assets

We maintain non-qualified deferred compensation plans for certain executives and other highly compensated team members. Investments are generally maintained within a trust and include money market funds, mutual funds and life insurance policies. The cash surrender value of the life insurance policies is invested primarily in mutual funds. The investments are recorded at fair value based on quoted market prices and are included in Other Assets in the Consolidated Condensed Balance Sheets. We classify the investments which have observable market prices in active markets in Level 1 as these are generally publicly-traded mutual funds. The remaining deferred compensation assets are classified in Level 2, as fair value can be corroborated based on observable market data. Realized and unrealized gains (losses) on deferred compensation are included in earnings.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

In addition to assets and liabilities that are recorded at fair value on a recurring basis, we record 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 and, with respect to our equity investments without readily determinable fair values, recorded by applying the measurement alternative for which such investments are recorded at cost and adjusted for an observable price change in an orderly transaction for an identical or similar investment of the same issuer. We did not have any significant measurements of assets or liabilities at fair value on a nonrecurring basis subsequent to their initial recognition during the three months ended December 28, 2024 and December 30, 2023.

During the nine months ended June 29, 2024, we recorded a fixed asset impairment charge of $28 million in Cost of Sales in the Consolidated Condensed Statements of Income as a result of our decision to sell our Netherlands facility. The charge was derived using Level 3 inputs and was driven by management's estimate of the potential proceeds from the disposal of the assets. We did not have any other significant measurements of assets or liabilities at fair value on a nonrecurring basis subsequent to their initial recognition during the nine months ended June 29, 2024. In the third quarter of fiscal 2023, we recorded goodwill impairment charges of $210 million and $238 million in our Chicken segment and International/Other, respectively.

We had $247 million and $3 million of assets held for sale recorded within Other current assets in the Consolidated Condensed Balance Sheets at June 29, 2024 and September 30, 2023, respectively, primarily consisting of property, plant and equipment and goodwill.

Other Financial Instruments

Fair value of our debt is principally estimated using Level 2 inputs based on quoted prices for those or similar instruments. Fair value and carrying value for our debt are as follows (in millions):

June 29, 2024

September 30, 2023

December 28, 2024

September 28, 2024

Fair Value

Carrying Value

Fair Value

Carrying Value

Total debt

109,~~416~~497

119,~~021~~806

89,~~693~~638

9,~~506~~787

NOTE 1312: OTHER COMPREHENSIVE INCOME (LOSS)

The before and after-tax changes in the components of other comprehensive income (loss) are as follows (in millions):

	Three Months Ended												~~Nine Months Ended~~
	June 29, 2024						July 1, 2023						June 29, 2024						July 1, 2023
	December 28, 2024						December 30, 2023
	Before Tax		Tax		After Tax		Before Tax		Tax		After Tax		~~Before Tax~~		~~Tax~~		~~After Tax~~		~~Before Tax~~		~~Tax~~		~~After Tax~~
Derivatives accounted for as cash flow hedges:
(Gain) loss reclassified to interest expense	$	—1	$	—	$	—1	$	—	$	—	$	—	$	1	$	—	$	1	$	1	$	—	$	1
Unrealized gain (loss)	(16)		4		(12)		—		—		—		(16)		4		(12)		—		—		—
(Gain) loss reclassified to cost of sales	11		(3)		8		—		—		—
Unrealized gain (loss)	(8)		2		(6)		—		—		—
Investments:
Unrealized gain (loss)	1(2)		~~(1)~~—		—(2)		—2		—		—2		3		~~(1)~~		2		2		—		2
Currency translation:
Translation adjustment(a)	(32112)		—4		(32108)		~~(35)~~59		—(1)		~~(35)~~58		~~(28)~~		—		~~(28)~~		64		—		64
Translation loss reclassified to cost of sales	3		—		3		—		—		—
Postretirement benefits:
Unrealized gain (loss)	—		—		—		—4		—(1)		—3		3		~~(1)~~		2		1		—		1
Total other comprehensive income (loss)	$	(47107)	$	3	$	(44104)	$	~~(35)~~65	$	—(2)	$	~~(35)~~63	$	~~(37)~~	$	2	$	~~(35)~~	$	68	$	—	$	68

(a) Before and after tax translation adjustment for the three months ended ~~June~~December 2928, 2024 and December 30, 2023 included $(17) million ofand ~~Comprehensive~~$8 million ~~Income~~of ~~(Loss) Attributable to Noncontrolling Interests. There was no~~ Comprehensive Income (Loss) Attributable to Noncontrolling Interests ~~included in before and after tax translation adjustment for the nine months ended June 29~~, ~~2024~~respectively.

NOTE 1413: SEGMENT REPORTING

We operate in four reportable segments: Beef, Pork, Chicken, and Prepared Foods. We measure segment profit as operating income (loss). International/Other primarily includes our foreign operations in ~~Australia,~~ China, Malaysia, Mexico, ~~the Netherlands,~~ South Korea, Thailand and the Kingdom of Saudi Arabia, third-party merger and integration costs and corporate overhead related to Tyson New Ventures, LLC.

Beef

Beef includes our operations related to processing live fed cattle and fabricating dressed beef carcasses into primal and sub-primal meat cuts and case-ready products. Products are marketed domestically to food retailers, foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, healthcare facilities, the military and other food processors, as well as to international export markets. This segment also includes sales from specialty products such as hides, rendered products and variety meats, as well as logistics operations to move products through the supply chain.

Pork

Pork includes our operations related to processing live market hogs and fabricating pork carcasses into primal and sub-primal cuts and case-ready products. Products are marketed domestically to food retailers, foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, healthcare facilities, the military and other food processors, as well as to international export markets. This segment also includes our live swine group, related specialty product processing activities and logistics operations to move products through the supply chain.

Chicken

Chicken includes our domestic operations related to raising and processing live chickens into, and purchasing raw materials for fresh, frozen and value-added chicken products, as well as sales from specialty products. Our value-added chicken products primarily include breaded chicken strips, nuggets, patties and other ready-to-fix or fully cooked chicken parts. Products are marketed domestically to food retailers, foodservice distributors, restaurant operators, convenience stores, hotel chains and noncommercial foodservice establishments such as schools, ~~convenience stores,~~ healthcare facilities, the military and other food processors, as well as to international export markets. This segment also includes logistics operations to move products through our domestic supply chain and the global operations of our chicken breeding stock subsidiary.

Prepared Foods

Prepared Foods includes our operations related to manufacturing and marketing frozen and refrigerated food products and logistics operations to move products through the supply chain. This segment includes brands such as Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, State Fair®, as well as artisanal brands Aidells® and Gallo Salame®. Products primarily include ready-to-eat sandwiches, sandwich components such as flame-grilled hamburgers and Philly steaks, pepperoni, bacon, breakfast sausage, turkey, lunchmeat, hot dogs, flour and corn tortilla products, appetizers, snacks, prepared meals, ethnic foods, side dishes, meat dishes, breadsticks and processed meats. Products are marketed domestically to food retailers, foodservice distributors, restaurant operators, convenience stores, hotel chains and noncommercial foodservice establishments such as schools, ~~convenience stores,~~ healthcare facilities, the military and other food processors, as well as to international export markets.

We allocate expenses related to corporate activities to the segments, except for third-party merger and integration costs and corporate overhead related to Tyson New Ventures, LLC, which are included in International/Other. Intersegment sales transactions, which were at market prices, are included in the segment sales in the table below.

Information on segments and a reconciliation to income before income taxes are as follows (in millions):

Three Months Ended

~~Nine Months Ended~~

June 29, 2024

July 1, 2023

June 29, 2024

July 1, 2023

December 28, 2024

December 30, 2023

Sales:

Beef

5,~~241~~335

45,~~956~~023

~~15,218~~

~~14,296~~

Pork

1,~~462~~617

1,~~324~~517

~~4,465~~

~~4,274~~

Chicken

4,~~076~~065

4,~~212~~033

~~12,174~~

~~12,905~~

Prepared Foods

2,~~432~~473

2,~~383~~543

~~7,379~~

~~7,343~~

International/Other

~~582~~584

~~633~~582

~~1,744~~

~~1,879~~

Intersegment

(~~440~~451)

(~~368~~379)

~~(1,236)~~

~~(1,164)~~

Total Sales

13,~~353~~623

13,~~140~~319

~~39,744~~

~~39,533~~

	Three Months Ended				Nine Months Ended
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Operating Income (Loss):
Beef(a)	$	(69)	$	66	$	(310)	$	232
Pork(b)	(62)		(74)		(24)		(128)
Chicken(c)	244		(314)		579		(503)
Prepared Foods	203		206		676		705
International/Other(d)	25		(234)		(37)		(238)
Total Operating Income (Loss)	341		(350)		884		68
Total Other (Income) Expense	88		76		267		190
Income (Loss) before Income Taxes	$	253	$	(426)	$	617	$	(122)

(a) Beef segment results for the nine months ended June 29, 2024 included a $45 million legal contingency accrual and $41 million of costs related to plant closures recognized in Cost of Sales. Beef segment results for the nine months ended July 1, 2023 included $42 million of insurance proceeds, net of costs incurred, recognized in Cost of Sales.


	Three Months Ended
	December 28, 2024		December 30, 2023
Operating Income (Loss):
Beef(a)	$	(64)	$	(206)
Pork(b)	59		39
Chicken(c)	351		177
Prepared Foods(d)	209		243
International/Other(e)	25		(22)
Total Operating Income (Loss)	580		231

Total Other (Income) Expense	102		70

Income before Income Taxes	$	478	$	161

(ba) ~~Pork~~Beef segment results for the three ~~and nine~~ months ended ~~June~~December 2928, 2024 included $3932 million ~~and~~in ~~$73~~network ~~million,~~optimization ~~respectively,~~plan ~~of costs related to plant closures~~charges, recognized in Cost of Sales. Additionally, ~~Pork~~Beef segment results for the three ~~and nine~~ months ended ~~June~~December 2930, ~~2024~~2023 included $4540 million ~~and~~of ~~$73 million,~~costs ~~respectively,~~ related to ~~the~~plant ~~recognition~~closures ofand ~~legal~~disposals ~~contingency~~and ~~accruals, of which the amount recognized in the third quarter of fiscal 2024 was~~ a ~~reduction~~$45 million tolegal ~~Sales~~contingency ~~and~~accrual, ~~the remainder was~~ recognized in Cost of Sales.

21(b) Pork segment results for the three months ended December 30, 2023 included a $28 million legal contingency accrual, recognized in Cost of Sales.

(c) Chicken segment results for the three ~~and nine~~ months ended ~~June~~December 2928, 2024 included $26 million ~~and $41 million, respectively,~~ of ~~costs~~brand ~~related~~discontinuation ~~to plant closures and $5 million of production facility fire costs incurred~~charges, ~~net~~recognized ofin ~~insurance proceeds~~Selling, General and ~~$19 million~~Administrative. ~~of insurance proceeds~~Additionally, ~~net of costs incurred, respectively, recognized in Cost of Sales.~~ Chicken segment results for the three ~~and nine~~ months ended ~~June~~December 2928, 2024 included anetwork optimization plan charges of $569 million ~~legal~~and ~~contingency accrual~~$2 million, recognized in ~~Costs~~Cost of Sales and Selling, General and Administrative, respectively. Chicken segment results for the three ~~and nine~~ months ended ~~July~~December 130, 2023 included ~~production facility fire~~ insurance proceeds, net of costs incurred, of $2224 million and ~~$15 million, respectively, recognized in Cost of Sales, and~~ costs related to plant closures ofand ~~$15 million~~disposals ~~and~~of $~~107~~35 million, ~~respectively,~~ recognized in Cost of Sales. Chicken segment results for the three and nine months ended July 1, 2023 included a charge of $38 million related to the recognition of a legal contingency accrual, recognized as a reduction to Sales, and $210 million of goodwill impairment.

(d) ~~International/Other~~Prepared Foods segment results for the three ~~and nine~~ months ended ~~June~~December 2928, 2024 included $325 million ~~and~~in ~~$83 million,~~network ~~respectively,~~optimization ofplan ~~costs~~charges, ~~net~~recognized in Cost of ~~insurance~~Sales. ~~proceeds,~~Prepared ~~related~~Foods tosegment aresults ~~fire~~for atthe ~~our~~three ~~production~~months ~~facility~~ended inDecember 30, ~~the~~2023 ~~Netherlands~~included restructuring and ~~subsequent~~related ~~decision~~charges toof ~~sell~~$1 million and $20 million, recognized in Cost of Sales. ~~International/Other~~and ~~results~~Selling, ~~for~~General ~~the three~~ and ~~nine months ended July 1~~Administrative, ~~2023 included $238 million of goodwill impairment~~respectively.

(e) International/Other results for the three months ended December 28, 2024 included $5 million in network optimization plan charges, recognized in Cost of Sales. International/Other results for the three months ended December 30, 2023 included $26 million of costs related to a fire at our production facility in the Netherlands and subsequent decision to sell, recognized in Cost of Sales.

The following tables further disaggregate our sales to customers by major distribution channels (in millions):

Three months ended June 29, 2024

Three months ended December 28, 2024

Retail(a)

Foodservice(b)

International(c)

Industrial and Other(d)

Total External Customers

Intersegment

Total

Beef

2,~~566~~657

1,~~318~~366

~~707~~655

~~541~~549

5,~~132~~227

~~109~~108

5,~~241~~335

Pork

~~464~~553

~~141~~126

~~322~~331

~~228~~285

1,~~155~~295

~~307~~322

1,~~462~~617

Chicken

1,~~720~~658

1,~~567~~652

~~256~~269

~~509~~465

4,~~052~~044

2421

4,~~076~~065

Prepared Foods

1,~~434~~472

~~876~~894

5857

6450

2,~~432~~473

—

2,~~432~~473

International/Other

—

~~582~~584

—

~~582~~584

—

~~582~~584

Intersegment

—

(~~440~~451)

Total

6,~~184~~340

34,~~902~~038

1,~~925~~896

1,~~342~~349

13,~~353~~623

—

13,~~353~~623

Three months ended July 1, 2023

Three months ended December 30, 2023

Retail(a)

Foodservice(b)

International(c)

Industrial and Other(d)

Total External Customers

Intersegment

Total

Beef

2,~~313~~397

1,~~257~~315

~~671~~632

~~575~~578

4,~~816~~922

~~140~~101

45,~~956~~023

Pork

~~394~~483

~~125~~117

~~294~~353

305

1,~~118~~258

~~206~~259

1,~~324~~517

Chicken

1,~~823~~713

1,~~636~~607

~~264~~217

~~467~~477

4,~~190~~014

2219

4,~~212~~033

Prepared Foods

1,~~396~~488

~~898~~961

5559

3435

2,~~383~~543

—

2,~~383~~543

International/Other

—

~~633~~582

—

~~633~~582

—

~~633~~582

Intersegment

—

(~~368~~379)

Total

56,~~926~~081

34,~~916~~000

1,~~917~~843

1,~~381~~395

13,~~140~~319

—

13,~~140~~319

	Nine months ended June 29, 2024
	Retail(a)		Foodservice(b)		International(c)		Industrial and Other(d)		Total External Customers		Intersegment		Total
Beef	$	7,330	$	3,920	$	2,001	$	1,668	$	14,919	$	299	$	15,218
Pork	1,374		379		1,050		797		3,600		865		4,465
Chicken	5,188		4,782		698		1,434		12,102		72		12,174
Prepared Foods	4,336		2,733		168		142		7,379		—		7,379
International/Other	—		—		1,744		—		1,744		—		1,744
Intersegment	—		—		—		—		—		(1,236)		(1,236)
Total	$	18,228	$	11,814	$	5,661	$	4,041	$	39,744	$	—	$	39,744

	Nine months ended July 1, 2023
	Retail(a)		Foodservice(b)		International(c)		Industrial and Other(d)		Total External Customers		Intersegment		Total
Beef	$	6,581	$	3,577	$	1,978	$	1,782	$	13,918	$	378	$	14,296
Pork	1,268		356		926		994		3,544		730		4,274
Chicken	5,668		4,902		758		1,521		12,849		56		12,905
Prepared Foods	4,334		2,734		162		113		7,343		—		7,343
International/Other	—		—		1,879		—		1,879		—		1,879
Intersegment	—		—		—		—		—		(1,164)		(1,164)
Total	$	17,851	$	11,569	$	5,703	$	4,410	$	39,533	$	—	$	39,533

(a) Includes external sales to consumer products and food retailers, such as grocery retailers, warehouse club stores and internet-based retailers.

(b) Includes external sales to foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, convenience stores, healthcare facilities and the military.

(c) Includes external sales to international markets for internationally produced products or export sales of domestically produced products.

(d) Includes external sales to industrial food processing companies that further process our product to sell to end consumers and any remaining sales not included in the Retail, Foodservice or International categories. For the three and nine months ended June 29, 2024, the Pork segment included a $45 million reduction in Other due to the recognition of a legal contingency accrual. For the three and nine months ended July 1, 2023, the Chicken segment included a $38 million reduction in Other due to the recognition of a legal contingency accrual.19

~~NOTE~~(d) ~~15:~~Includes ~~COMMITMENTS~~external ~~AND~~sales ~~CONTINGENCIES~~to industrial food processing companies that further process our product to sell to end consumers and any remaining sales not included in the Retail, Foodservice or International categories.

NOTE 14: COMMITMENTS AND CONTINGENCIES

Commitments

We guarantee obligations of certain outside third parties, consisting primarily of grower loans, which are substantially collateralized by the underlying assets. The remaining terms of the underlying obligations cover periods up to 87 years, and the maximum potential amount of future payments as of ~~June~~December 2928, 2024, was not significant. The likelihood of material payments under these guarantees is not considered probable. At ~~June~~December 2928, 2024 and September 3028, ~~2023~~2024, no significant liabilities for guarantees were recorded.

We have cash flow assistance programs in which certain livestock suppliers participate. Under these programs, we pay an amount for livestock equivalent to a standard cost to grow such livestock during periods of low market sales prices. The amounts of such payments that are in excess of the market sales price are recorded as receivables and accrue interest. Participating suppliers are obligated to repay these receivables balances when market sales prices exceed this standard cost, or upon termination of the agreement. Our maximum commitment associated with these programs is limited to the fair value of each participating livestock supplier’s net tangible assets. The potential maximum commitment as of ~~June~~December 2928, 2024 was approximately $~~280~~235 million. The total receivables under these programs were $1412 million and $1214 million at ~~June~~December 2928, 2024 and September 3028, ~~2023~~2024, respectively. These receivables are included, net of allowance for uncollectible amounts, in Accounts Receivable in our Consolidated Condensed Balance Sheets.

When constructing new facilities or making major enhancements to existing facilities, we will occasionally enter into incentive agreements with local government agencies in order to reduce certain state and local tax expenditures. These funds are generally considered restricted cash, which is reported in the Consolidated Condensed Balance Sheets in Other Assets. We had no deposits at ~~June~~December 2928, 2024 and September 3028, ~~2023~~2024. Additionally, under certain agreements, we transfer the related assets to various local government entities and receive Industrial Revenue Bonds. We immediately lease the facilities from the local government entities and have an option to re-purchase the facilities for a nominal amount upon tendering the Industrial Revenue Bonds to the local government entities at various predetermined dates. The Industrial Revenue Bonds and the associated obligations for the leases of the facilities offset, and the underlying assets remain in property, plant and equipment. At ~~June~~December 2928, 2024, the total amount under these types of arrangements totaled $~~802~~852 million.

Contingencies

In the normal course of business, we are involved in various claims, lawsuits, investigations and legal proceedings, including those specifically identified below. Each quarter, we determine whether to accrue for loss contingencies based on our assessment of whether the potential loss is probable, reasonably possible or remote and to the extent a loss is probable, whether it is reasonably estimable. We record accruals in the Company’s Consolidated Financial Statements for matters that we conclude are probable and the financial impact is reasonably estimable. The Company further determines whether a range of possible loss, if any, in excess of the recorded accrual is reasonably estimable. Regardless of the manner of resolution, frequently the most significant changes in the status of a matter may occur over a short time period, often following a lengthy period of little substantive activity. While these accruals reflect the Company’s best estimate of the probable loss for those matters as of the dates of those accruals, the recorded amounts may differ materially from the actual amount of the losses for those matters. Listed below are certain claims made against the Company for which the magnitude of the potential exposure could be material to the Company’s Consolidated Financial Statements.

23Broiler Antitrust Civil Litigation and Related Matters

Beginning in September 2016, a series of putative federal class action lawsuits styled In re Broiler Chicken Antitrust Litigation (the “Broiler Antitrust Civil Litigation”) were filed in the United States District Court for the Northern District of Illinois against us and certain of our poultry subsidiaries, as well as several other poultry processing companies and Agri Stats, Inc. ("Agri Stats"), an information service provider. As described below, the Company reached agreements to settle all outstanding claims brought against it by the putative classes, and the Court has granted final approval to these settlements.

~~Beginning~~Certain inputative ~~September~~class ~~2016,~~members achose ~~series~~to ofopt ~~putative~~out ~~federal~~of ~~class~~the ~~action~~classes ~~lawsuits~~and ~~styled~~pursue Inindividual reclaims ~~Broiler~~against ~~Chicken Antitrust Litigation (~~the ~~“Broiler~~Company ~~Antitrust~~and ~~Civil~~other ~~Litigation”)~~defendants ~~were filed~~ in the United States District Court for the Northern District of Illinois ~~against us and certain of our poultry subsidiaries, as well as several other poultry processing companies~~. The operative complaints, ~~which~~allege ~~have been amended throughout the litigation, contain allegations~~ that, ~~among other things, assert that~~ beginning in January 2008, the defendants conspired and combined to fix, raise, maintain, and stabilize the price of broiler chickens inand ~~violation of United States antitrust laws. The plaintiffs also allege~~ that the defendants “manipulated and artificially inflated athe ~~widely~~Georgia ~~used~~Dock ~~Broiler~~ price index~~, the Georgia Dock~~.” The plaintiffs further allege that the defendants concealed this conduct from the plaintiffs and the members of the putative classes. The plaintiffs seek treble damages, injunctive relief, pre- and post-judgment interest, costs, and attorneys’ fees onunder ~~behalf of~~ the ~~putative~~United ~~classes.~~States Inantitrust ~~addition,~~laws ~~the~~and ~~complaints on behalf of the putative classes of indirect purchasers include causes of action under~~ various state unfair competition laws, consumer protection laws, and unjust enrichment common laws. Since the original filing, certain putative class members have opted out of the matter and are proceeding with individual direct actions making similar claims, and others may attempt to do so in the future. The first trial in this matter, which involved claims brought by the Direct Purchaser Plaintiff Class and certain direct-action plaintiffs, began on September 12, 2023 and concluded with a jury verdict in favor of the defendant on October 25, 2023. The Company did not participate in the first trial because it had previously settled all of the claims brought by the plaintiffs that participated in that trial. The second scheduled trial in this matter, which was to involve claims brought by the Commercial and Institutional Indirect Purchaser Class, was scheduled to begin in March 2024, but it was cancelled because all claims brought by the Commercial and Institutional Indirect Purchaser Class were resolved before trial. The third scheduled trial in this matter, which will involve claims brought by the End-User Consumer Plaintiff Class, is currently scheduled to begin in September 2024. The Company will not participate in this trial because it has already settled all of the claims brought by the End-User Consumer Plaintiff Class.

The first trial in this matter, which involved claims brought by the Direct Purchaser Plaintiff Class and certain direct-action plaintiffs, began on September 12, 2023 and concluded with a jury verdict in favor of the defendant on October 25, 2023. The Company did not participate in the first trial because it had previously settled all of the claims brought by the plaintiffs that participated in that trial. The second and third scheduled trials in this matter, which were to involve claims brought by the Commercial and Institutional Indirect Purchaser Class and the End-User Consumer Plaintiff Class, respectively, were scheduled to begin in March 2024 and September 2024, respectively. Both of these trials were cancelled because all claims brought by these classes were resolved before trial.

Settlements

On January 19, 2021, we announced that we had reached agreements to settle certain class claims related to the Broiler Antitrust Civil Litigation. Settlement terms were reached with the putative Direct Purchaser Plaintiff Class, the putative Commercial and Institutional Indirect Purchaser Plaintiff Class and the putative End-User ~~Consumer~~ Plaintiff Class (collectively, the “Classes”). Under the terms of the settlements, we agreed to pay the Classes an aggregate amount of $221.5 million in settlement of all outstanding claims brought by the Classes. On February 23, 2021, March 22, 2021 and October 15, 2021, the Court granted preliminary approval of the settlements with the putative Direct Purchaser Plaintiff Class, the putative End-User Plaintiff Class and the putative Commercial and Institutional Indirect Purchaser Plaintiff Class, respectively. On June 29, 2021, December 20, 2021 and April 18, 2022, the Court granted final approval to the settlements with the Direct Purchaser Plaintiff Class, the End-User Plaintiff Class and the Commercial and Institutional Indirect Purchaser Plaintiff Class, respectively. The foregoing settlements do not settle claims made by plaintiffs who ~~opt~~have opted out of the Classes in the Broiler Antitrust Civil Litigation.

We are currently pursuing settlement discussions with the remaining opt-out plaintiffs with respect to the remaining claims. While we do not admit any liability as part of the settlements, we believe that the settlements we have entered into have been in the best interests of the Company and its shareholders to avoid the uncertainty, risk, expense and distraction of protracted litigation.

Government Investigations

U.S. Department of Justice (“DOJ”) Antitrust Division. On June 21, 2019, the DOJ filed a motion to intervene and sought a limited stay of discovery in the Broiler Antitrust Civil Litigation, which the court granted in part. Subsequently, we received a grand jury subpoena from the DOJ seeking additional documents and information related to the chicken industry. On June 2, 2020, a grand jury for the District of Colorado returned an indictment charging four individual executives employed by two other poultry processing companies with a conspiracy to engage in bid-rigging in violation of federal antitrust laws. On June 10, 2020, we announced that we uncovered information in connection with the grand jury subpoena that we had previously self-reported to the DOJ and have been cooperating with the DOJ as part of our application for leniency under the DOJ’s Corporate Leniency Program. Subsequently, the DOJ announced indictments against additional individuals, as well as other poultry processing companies, alleging a conspiracy to fix prices and rig bids for broiler chicken products from at least 2012 until at least early 2019. None of these indictments remain pending. In August 2021, the Company was granted conditional leniency by the DOJ for the matters we self-reported, which means that provided the Company continues to cooperate with the DOJ, neither the Company nor any of our cooperating employees will face prosecution or criminal fines or penalties. We continue to cooperate with the DOJ in connection with the ongoing federal antitrust investigation.

State Attorney General Matters. The Offices of the Attorneys General in Washington, New Mexico and Alaska have filed complaints against us and certain of our poultry subsidiaries, as well as several other poultry processing companies and Agri Stats based on allegations similar to those asserted in the Broiler Antitrust Civil Litigation. These complaints alleged violations of state antitrust, unfair trade practice, and unjust enrichment laws. We are cooperating with various state governmental agencies and officials, including the Offices of the Attorneys General for Florida and Louisiana, investigating or otherwise seeking information, testimony and/or documents, regarding the conduct alleged in the Broiler Antitrust Civil Litigation and related matters. In October 2022, we reached an agreement to settle all claims with the Washington Attorney General, and the court entered a consent decree on October 24, 2022. On February 16, 2024, the Company and the State of Alaska filed a stipulation and proposed consent decree reflecting a settlement of the claims against the Company asserted by the Office of the Attorney General of Alaska. The court approved this settlement on April 24, 2024. On April 19, 2024, the Company and the State of New Mexico filed a proposed consent judgment reflecting a settlement of the claims against the Company asserted by the Office of the Attorney General of New Mexico. The Court approved this settlement on July 23, 2024. While the Company believes it has meritorious defenses to the claims that have been made, we believe that these settlements are in the best interests of the Company and its shareholders to avoid the uncertainty, risk, expense and distraction of protracted litigation.

~~State~~During ~~Matters. The Offices of~~ the ~~Attorneys~~three ~~General~~months inended ~~New Mexico and Alaska have filed complaints against us and certain of our poultry subsidiaries~~December 28, as2024 ~~well as several other poultry processing companies~~ and ~~Agri Stats~~December 30, ~~Inc.,~~2023 anthe ~~information~~Company ~~services~~did ~~provider~~not ~~(“Agri~~record ~~Stats”).~~any ~~The~~contingency ~~complaints~~accruals ~~are~~for ~~based~~claims onrelated ~~allegations similar~~ to ~~those~~these ~~asserted~~matters. inAdditionally, during the ~~Broiler~~first ~~Antitrust~~quarter ~~Civil Litigation and allege violations~~ of ~~state~~fiscal ~~antitrust,~~2025 ~~unfair trade practice,~~ and ~~unjust enrichment laws. We are cooperating with various state governmental agencies and officials~~2024, ~~including~~ the ~~Offices~~Company ofreduced ~~the~~its ~~Attorneys~~total ~~General~~recorded ~~for~~legal ~~Florida~~contingency ~~and~~accrual ~~Louisiana,~~by ~~investigating~~$21 million orand ~~otherwise seeking information~~$15 million, ~~testimony and/or documents~~respectively, ~~regarding~~for ~~the~~amounts ~~conduct~~it ~~alleged~~had inpaid ~~the~~related ~~Broiler~~to ~~Antitrust~~these ~~Civil Litigation and related~~ matters. OnAt ~~February 16~~December 28, 2024, ~~the Company~~ and the State of Alaska filed a stipulation and proposed consent decree reflecting a settlement of the claims against the Company asserted by the Office of the Attorney General of Alaska. The court approved this settlement on April 24September 28, 2024~~. On April 19~~, ~~2024,~~ the ~~Company~~legal ~~and~~contingency ~~the~~accrual ~~State~~for ~~of New Mexico filed a proposed consent judgment reflecting a settlement of the~~ claims ~~against~~related ~~the~~to ~~Company asserted by~~ the ~~Office~~Broiler ofAntitrust ~~the~~Civil ~~Attorney~~Litigation ~~General~~matters ofdescribed ~~New~~above ~~Mexico.~~was ~~The~~$65 million ~~Court~~and ~~approved this settlement on July 23~~$86 million, ~~2024~~respectively. ~~While~~The ~~the~~ Company ~~believes~~does itnot ~~has meritorious defenses to the claims that have been made, we~~ believe that ~~these~~a ~~settlements~~range ~~are in the best interests~~ of ~~the~~possible ~~Company~~loss, ~~and~~if ~~its shareholders to avoid the uncertainty~~any, ~~risk,~~in ~~expense~~excess ~~and distraction~~ of ~~protracted~~the ~~litigation. The Company~~ recorded an accrual inis ~~the~~reasonably ~~fourth~~estimable ~~quarter~~at ~~of fiscal 2023 for the estimated probable losses that it expects to incur for~~ this ~~matter~~time.

As of June 29, 2024 and September 30, 2023, the legal contingency accrual for claims related to the Broiler Antitrust Civil Litigation matters described above was $92 million and $184 million, respectively. The decrease in the accrual is due to payments made during the first nine months of fiscal 2024. The Company does not believe that a range of possible loss, if any, in excess of the recorded accrual is reasonably estimable at this time.21

Broiler Chicken Grower Litigation and Investigation

On January 27, 2017 and March 26, 2017, putative class action complaints were filed against us and certain of our poultry subsidiaries, as well as several other vertically integrated poultry processing companies, in the United States District Court for the Eastern District of Oklahoma styled In re Broiler Chicken Grower Litigation. The plaintiffs allege, among other things, that the defendants colluded not to compete for broiler raising services “with the purpose and effect of fixing, maintaining, and/or stabilizing grower compensation below competitive levels.” The plaintiffs also allege that the defendants “agreed to share detailed data on [g]rower compensation with one another, with the purpose and effect of artificially depressing [g]rower compensation below competitive levels.” The plaintiffs contend these alleged acts constitute violations of the Sherman Antitrust Act and Section 202 of the Grain Inspection, Packers and Stockyards Act of 1921. The plaintiffs are seeking treble damages, pre- and post-judgment interest, costs, and attorneys’ fees on behalf of the putative class. Additional named plaintiffs filed similar class action complaints in federal district courts in North Carolina, Colorado, Kansas and California. All actions were subsequently consolidated in the Eastern District of Oklahoma. In June 2021, we reached an agreement to settle with the putative class of broiler chicken farmers all claims raised in this consolidated action on terms not material to the Company. The Court granted preliminary approval of the settlement on August 23, 2021 and final approval on February 18, 2022, and the Company paid the settlement during fiscal 2022.

In October 2022, the DOJ’s Antitrust Division opened a civil investigation into broiler chicken grower contracts and alleged non-competitive practices involving performance-based compensation sharing for the purpose of stabilizing compensation below competitive levels. We continue to cooperate with the investigation. The Company has not recorded any liability for this matter as it does not believe a loss is probable, nor does it believe that a range of possible loss, if any, is reasonably estimable at this time.

Pork Antitrust Litigation

Beginning June 18, 2018, a series of putative class action complaints were filed against us and certain of our pork subsidiaries, as well as several other pork processing companies, in the United States District Court for the District of Minnesota styled In re Pork Antitrust Litigation (the “Pork Antitrust Civil Litigation”). The plaintiffs allege, among other things, that beginning in January 2009, the defendants conspired and combined to fix, raise, maintain, and stabilize the price of pork and pork products in violation of federal antitrust laws. The complaints on behalf of the putative classes of indirect purchasers also include causes of action under various state unfair competition laws, consumer protection laws, and unjust enrichment common laws. The plaintiffs seek treble damages, injunctive relief, pre- and post-judgment interest, costs, and attorneys’ fees on behalf of the putative classes. Since the original filing, certain putative class members have opted out of the matter and are proceeding with individual direct actions making similar claims, and others may try to do so in the future.

The Offices of the Attorney General in New Mexico and Alaska have filed complaints against us and certain of our pork subsidiaries, as well as several other pork processing companies and Agri Stats. The complaints are based on allegations similar to those asserted in the Pork Antitrust Civil Litigation and allege violations of state antitrust, unfair trade practice, and unjust enrichment laws based on allegations of conspiracies to exchange information and manipulate the supply of pork. On October 18, 2024, we reached a settlement with the State of Alaska to resolve all claims made against the Company for an immaterial amount. The court approved the settlement on January 7, 2025. While the Company believes it has meritorious defenses to the claims that have been made, we believe that this settlement is in the best interests of the Company and its shareholders to avoid the uncertainty, risk, expense and distraction of protracted litigation.

In the third quarter of fiscal 2024, we filed and joined motions for summary judgment that, if successful, would dispose of all claims against us brought by all the plaintiffs in the Pork Antitrust Civil Litigation. While we believe we have strong summary judgment arguments, as well as other valid and meritorious defenses to the claims that have been made in the Pork Antitrust Civil Litigation and the related Attorney General matters, we are exploring the possibility of entering into settlements as a way to avoid the uncertainty, risk, expense and distraction of protracted litigation. WeAt ~~recorded~~December 28, a2024 and September 28, 2024, the legal contingency accrual offor claims related to the Pork Antitrust Civil Litigation matter described above was $45 million. inThe ~~the~~Company ~~third~~does ~~quarter~~not ofbelieve ~~fiscal~~that ~~2024~~a asrange aof possible loss, if any, in excess of the recorded accrual is ~~now~~reasonably ~~probable~~estimable at this time.

2522

Beef Antitrust Litigation and Related Matters

OnBeginning on April 23, 2019, a ~~putative~~series of class action ~~complaint~~complaints ~~was~~were filed against us and our beef and pork subsidiary, Tyson Fresh Meats, Inc. (“Tyson Fresh Meats”), as well as other beef packer defendants, in various federal district courts, including the United States District Court for ~~the~~ Northern ~~District~~Illinois, ofthe ~~Illinois.~~United ~~The~~States ~~plaintiffs~~District ~~allege~~Court ~~that~~for the ~~defendants~~District ~~engaged~~of inMinnesota, aand ~~conspiracy~~the ~~from~~United ~~January~~States ~~2015~~District toCourt for the ~~present~~District toof ~~reduce~~Kansas, ~~fed~~by ~~cattle~~putative ~~prices~~classes inof ~~violation~~direct ofpurchasers, ~~federal~~cattle ~~antitrust~~ranchers, ~~laws~~indirect purchasers, ~~the~~and ~~Grain~~indirect ~~Inspection,~~cattle ~~Packers~~producers. ~~and~~The ~~Stockyards~~putative ~~Act~~classes ofin ~~1921,~~these ~~and~~cases allege that the ~~Commodities~~defendants ~~Exchange~~engaged ~~Act~~in byone ~~periodically~~or ~~reducing~~more ~~their~~conspiracies ~~slaughter~~beginning ~~volumes~~in soroughly asJanuary to2015 ~~reduce~~with ~~demand~~the ~~for~~aim of reducing fed cattle prices, ~~curtailing~~manipulating ~~their~~the ~~purchases~~price ~~and slaughters~~ of ~~cash-purchased~~live cattle ~~during~~futures ~~those~~and ~~same~~options ~~periods,~~traded ~~coordinating~~on ~~their~~the ~~procurement~~Chicago ~~practices~~Mercantile ~~for~~Exchange, ~~fed~~artificially ~~cattle~~increasing ~~settled~~the oncost aof ~~cash basis~~beef, ~~importing~~and ~~foreign~~reducing ~~cattle~~the atprice aof ~~loss~~cows, socattle, ascalves, tosteers ~~reduce~~or ~~domestic~~heifers. ~~demand,~~The ~~and~~putative ~~closing~~classes ~~and~~allege ~~idling~~that ~~plants.~~this Inconduct ~~addition~~violated federal antitrust laws, the ~~plaintiffs~~Grain ~~also~~Inspection, ~~allege~~Packers ~~the~~and ~~defendants~~Stockyards ~~colluded~~Act toof ~~manipulate~~1921, ~~live~~the ~~cattle~~Commodities ~~futures~~Exchange Act, and ~~options~~various ~~traded~~state onunfair ~~the~~competition, ~~Chicago~~consumer ~~Mercantile~~protection, ~~Exchange~~and unjust enrichment laws. ~~The~~Their ~~plaintiffs~~complaints seek, among other things, treble monetary damages, punitive damages, restitution, and pre- and post-judgment interest, as well as declaratory and injunctive relief. ~~Other~~Since ~~similar~~the ~~lawsuits~~original ~~were~~filing, ~~filed~~certain byputative ~~cattle~~class ~~ranchers~~members inhave ~~other~~opted ~~district~~out ~~courts~~of ~~which were then transferred to~~ the ~~United~~matter ~~States~~and ~~District~~are ~~Court~~proceeding ~~for~~with ~~the~~individual ~~District~~direct ofactions ~~Minnesota~~making ~~and~~similar ~~consolidated~~claims, and ~~styled~~others asmay Indo Reso ~~Cattle~~in ~~Antitrust~~the ~~Litigation~~future. OnThese ~~February~~cases ~~18,~~have ~~2021,~~been wetransferred ~~moved~~ to ~~dismiss~~ the ~~amended~~United ~~complaints,~~States ~~and~~District onCourt ~~September~~for ~~14,~~the ~~2021,~~District ~~the~~of ~~court~~Minnesota ~~granted~~for ~~the~~pretrial ~~motion~~purposes. ~~with~~The ~~respect~~matter tois ~~certain~~currently ~~state~~in ~~law~~the ~~claims~~fact ~~but~~discovery ~~denied~~phase, and the ~~motion~~putative ~~with~~classes ~~respect~~filed tomotions ~~the~~for ~~plaintiffs’~~class ~~federal~~certification ~~antitrust~~on ~~claims~~September 25, 2024. The Company has not recorded any liability for ~~this~~these ~~matter~~foregoing matters as it does not believe a loss is probable, nor does it believe that a range of possible loss, if any, is reasonably estimable at this time, because the Company believes that it has valid and meritorious defenses against the allegations and because the classes have not yet been defined or certified by the court.

On ~~April~~February 2618, ~~2019~~2022, a putative class ~~of indirect purchasers filed a class~~ action ~~complaint~~was commenced against us, ~~other~~Tyson ~~beef~~Fresh ~~packers~~Meats, and ~~Agri~~other ~~Stats~~beef ~~in the United States District Court for the District of Minnesota. The plaintiffs allege that the~~ packer defendants conspired to reduce slaughter capacity by closing or idling plants, limiting their purchases of cash cattle, coordinating their procurement of cash cattle, and reducing their slaughter numbers so as to reduce beef output, all in ~~order to artificially raise prices of beef. The plaintiffs seek, among other things, damages under state antitrust and consumer protection statutes and~~ the ~~common~~Supreme ~~law~~Court of ~~approximately~~British 30Columbia ~~states, as well as injunctive relief. The indirect consumer purchaser litigation is~~ styled ~~Peterson~~Bui v. ~~JBS USA Food Company Holdings~~Cargill, Incorporated et al. ~~Additional~~The ~~complaints~~putative ~~have~~class ~~been~~is ~~filed~~comprised ~~on behalf~~ of ~~a putative class of~~ direct ~~purchasers~~and ofindirect beef ~~containing~~purchasers ~~allegations~~in ofCanada ~~violations~~between ofJanuary ~~Section~~ 1, of2015 and the ~~Sherman~~present, ~~Act~~and ~~based~~alleges onthat anthe ~~alleged~~defendants ~~conspiracy~~conspired to ~~artificially~~ fix, ~~raise~~maintain, ~~and~~increase, ~~stabilize~~or control the ~~wholesale~~ price ~~for~~of beef, as well as onto ~~behalf~~fix, ofmaintain, acontrol, ~~putative~~prevent, ~~class~~or oflessen ~~commercial~~the ~~and~~production ~~institutional~~or ~~indirect~~supply ~~purchasers~~ of beef. ~~containing~~The ~~allegations~~complaint ofalleges ~~violations~~a ofviolation ~~Section 1~~ of the ~~Sherman~~Competition Act, ~~various~~civil ~~state~~conspiracy, ~~antitrust~~unjust ~~laws~~enrichment, and ~~unjust~~a ~~enrichment~~violation ~~based~~of onthe anCivil ~~alleged~~Code ~~conspiracy~~of toQuébec. ~~artificially~~It ~~inflate~~seeks ~~the~~declarations ~~price~~regarding ~~for~~the ~~beef.~~alleged Onconspiracy, ~~February~~general 18damages, ~~2021~~aggravated, weexemplary, ~~moved~~and topunitive ~~dismiss~~damages, ~~the~~injunctive ~~plaintiffs’~~relief, ~~amended complaints~~costs, and oninterest. ~~September~~On 14March 24, ~~2021~~2022, ~~the~~a ~~court~~putative ~~granted~~class ~~the~~action ~~motion~~was ~~with~~commenced ~~respect~~against tothe ~~certain~~same ~~state~~defendants ~~law~~in ~~claims but denied~~ the ~~motion~~Superior ~~with~~Court ~~respect~~of toQuébec ~~the~~styled ~~plaintiffs’~~De ~~federal~~Bellefeuille ~~antitrust claims~~v. ~~Since~~Cargill, ~~the~~Incorporated ~~original~~et ~~filing~~al, ~~certain~~raising ~~putative~~substantially ~~class~~similar ~~members~~allegations ~~have opted out of the matter~~ and ~~are~~seeking ~~proceeding~~compensatory ~~with~~damages, ~~individual~~costs ~~direct~~of ~~actions~~investigation ~~making similar claims,~~ and ~~others may do so in the future~~interest. The Company has not recorded any liability for ~~this~~these ~~matter~~foregoing matters as it does not believe a loss is probable, nor does it believe that a range of possible loss, if any, is reasonably estimable at this time, because the ~~Company~~proceedings ~~believes~~are ~~that~~in itpreliminary ~~has valid and meritorious defenses against the allegations and because the classes have not yet been defined or certified by the court~~stages.

On February 18, 2022, a putative class action was commenced against us, Tyson Fresh Meats, and other beef packer defendants in the Supreme Court of British Columbia styled Bui v. Cargill, Incorporated et al. The plaintiff alleges that the defendants conspired to fix, maintain, increase, or control the price of beef, as well as to fix, maintain, control, prevent, or lessen the production or supply of beef by agreeing to reduce the number of cattle slaughtered, reduce slaughter capacity, refrain from increasing slaughter and beef processing capacity, limit purchases of cattle on the cash market, and coordinate purchases of and bids for cattle to lower the supply of fed cattle. The plaintiff advances causes of action under the Competition Act, civil conspiracy, unjust enrichment, and the Civil Code of Québec. The plaintiff seeks to certify a class comprised of all persons or entities in Canada who directly or indirectly purchased beef in Canada, either for resale or for their own consumption between January 1, 2015, and the present and seeks declarations regarding the alleged conspiracy, general damages, aggravated, exemplary, and punitive damages, injunctive relief, costs, and interest. On March 24, 2022, a putative class action was commenced against the same defendants in the Superior Court of Québec styled De Bellefeuille v. Cargill, Incorporated et al. The plaintiff is making substantially the same allegations as those made in the British Columbia action. On behalf of the putative class of persons who purchased beef in Québec since January 1, 2015, the plaintiff is seeking compensatory damages, costs of investigation and interest. The Company has not recorded any liability for the foregoing matters as it does not believe a loss is probable, nor does it believe that a range of possible loss, if any, is reasonably estimable at this time, because the proceedings are in preliminary stages.

On October 31, 2022, a class action complaint was filed on behalf of putative classes of indirect cattle producers against us, Tyson Fresh Meats, and other beef packer defendants in the United States District Court for the District of Kansas. The plaintiffs allege that the defendants engaged in a conspiracy in violation of Section 1 of the Sherman Act, the Packers and Stockyards Act of 1921 and various state unfair competition and consumer protection laws from January 2015 to the present to reduce the price of cows, cattle, calves, steers or heifers by periodically reducing their slaughter volumes so as to reduce demand for fed cattle, curtailing their purchases and slaughters of cash-purchased cattle during those same periods, coordinating their procurement practices for fed cattle settled on a cash basis, importing foreign cattle at a loss so as to reduce domestic demand, and closing and idling plants. The plaintiffs seek, among other things, treble monetary damages, punitive damages, restitution, and pre- and post-judgment interest under state antitrust and consumer protection statutes and the common law of approximately 33 states, as well as declaratory and injunctive relief. The indirect producer litigation is styled Specht et. al. v. Tyson, Inc., et al. In November 2022, the case was transferred and consolidated with In re Cattle and Beef Antitrust Litigation, MDL No. 3031. On February 3, 2023, we moved to dismiss the complaint, and the court granted the motion on August 17, 2023 but later permitted the plaintiffs to amend their complaint. On November 21, 2023, we moved to dismiss the amended complaint, and the court granted the motion on May 28, 2024. The plaintiffs have indicated that they will seek to amend the complaint again. The Company has not recorded any liability for this matter as it does not believe a loss is probable, nor does it believe that a range of possible loss, if any, is reasonably estimable at this time, because the Company believes that it has valid and meritorious defenses against the allegations and because the classes have not yet been defined or certified by the court.

On May 22, 2020, December 23, 2020 and October 29, 2021, we received civil investigative demands (“CIDs”) from the DOJ’s Civil Antitrust Division. The CIDs request information related to the fed cattle and beef packing markets. We have been cooperating with the DOJ with respect to the CIDs. The Offices of the Attorney General for multiple states are participating in the investigation and coordinating with the DOJ. The Company has not recorded any liability for this matter as it does not believe a loss is probable, nor does it believe that a range of possible loss, if any, is reasonably estimable at this time.

WeWage ~~received~~Rate aLitigation ~~subpoena dated April 21, 2022 from the New York Attorney General’s Bureau of Consumer Frauds & Protection seeking information regarding our sales, prices~~ and ~~production~~Related costs of beef, pork and chicken products. After we had made an initial production of information, we were unable to agree with the New York Attorney General's office on the appropriate scope of the subpoena. Following initial litigation on the scope of the subpoena, we produced documents responsive to the subpoena.Matters

~~Wage~~Poultry. ~~Rate~~On ~~Litigation~~August 30, 2019, a putative class of non-supervisory production and maintenance employees at chicken processing plants in the continental United States filed class action complaints against us and certain of our subsidiaries, as well as several other poultry processing companies, in the United States District Court for the District of Maryland. The plaintiffs allege that the defendants directly and through a wage survey and benchmarking service exchanged information regarding labor rates in an effort to depress and fix the rates of wages for non-supervisory production and maintenance workers in violation of federal antitrust laws. Additional lawsuits making similar allegations were consolidated including an amended consolidated complaint containing additional allegations concerning turkey processing plants naming additional defendants. On May 10, 2024 and June 3, 2024, the Company participated in mediation with the putative class plaintiffs. Following the mediation, on June 14, 2024, the Company reached an agreement in principle with the putative class plaintiffs to settle all claims in the case for an aggregate amount of $115.5 million. At December 28, 2024 and September 28, 2024, the legal contingency accrual for claims related to the Poultry wage rate litigation matter described above was $116 million. This settlement remains subject to court approval. If the court grants final approval to the settlement, it will completely resolve all claims made against the Company in this matter. While we believe we have valid and meritorious defenses against the allegations, we believe that the proposed settlement is in the best interests of the Company and its shareholders to avoid the uncertainty, risk, expense and distraction of protracted litigation. The Company does not believe that a range of possible loss, if any, in excess of the recorded accrual is reasonably estimable at this time.

On August 30, 2019, a putative class of non-supervisory production and maintenance employees at chicken processing plants in the continental United States filed class action complaints against us and certain of our subsidiaries, as well as several other poultry processing companies, in the United States District Court for the District of Maryland. The plaintiffs allege that the defendants directly and through a wage survey and benchmarking service exchanged information regarding labor rates in an effort to depress and fix the rates of wages for non-supervisory production and maintenance workers in violation of federal antitrust laws. The plaintiffs seek, among other things, treble monetary damages, punitive damages, restitution, and pre- and post-judgment interest, as well as declaratory and injunctive relief. Additional lawsuits making similar allegations were consolidated including an amended consolidated complaint containing additional allegations concerning turkey processing plants naming additional defendants. We moved to dismiss the amended consolidated complaint. On September 16, 2020, the court dismissed claims against us and certain other defendants without prejudice because the complaint improperly grouped together corporate subsidiaries. The court otherwise denied the defendants’ motions to dismiss and sustained claims based on alleged conspiracies to fix wages and exchange information against five other defendants. The plaintiffs filed a second amended consolidated complaint on November 2, 2020. We moved to dismiss the complaint on December 18, 2020 based on a lack of standing to assert claims on behalf of the purported class. The court denied the motion to dismiss on March 10, 2021. On February 16, 2022, the plaintiffs filed a third amended consolidated complaint naming additional poultry processors as defendants and expanding the scope of the claims to include employees at hatcheries and feed mills. We moved to dismiss the claims related to hatchery and feed mill employees. The court denied the motion to dismiss on July 19, 2022. On May 10, 2024 and June 3, 2024, the Company participated in mediation with the putative class plaintiffs. Following the mediation, on June 14, 2024, the Company reached an agreement in principle with the putative class plaintiffs to settle all claims in the case for an aggregate amount of $115.5 million. As a result, we recorded an increase to our legal contingency accrual of $56 million in the third quarter of fiscal 2024. This agreement in principle remains subject to court approval. While we believe we have valid and meritorious defenses against the allegations, we believe that the proposed settlement is in the best interests of the Company and its shareholders to avoid the uncertainty, risk, expense and distraction of protracted litigation. As of June 29, 2024 and September 30, 2023, the legal contingency accrual for claims related to this matter was $116 million and $60 million, respectively.

The DOJ’s Antitrust Division has opened a civil investigation into human resources at several poultry companies. We are cooperating with the investigation. The Company has not recorded any liability for this matter as it does not believe a loss is probable, nor does it believe that a range of possible loss, if any, is reasonably estimable at this time.

27Fresh Meats. On November 11, 2022, a putative class of employees at beef-processing and pork-processing plants in the continental United States filed a class action complaint against us and certain of our subsidiaries, as well as several other beef-processing and pork-processing companies, in the United States District Court for the District of Colorado. The plaintiffs allege that the defendants directly and through a wage survey and benchmarking service exchanged information regarding labor rates in an effort to depress and fix the rates of wages for employees in violation of federal antitrust laws.

On November 11, 2022, a putative class of employees at beef-processing and pork-processing plants in the continental United States filed a class action complaint against us and certain of our subsidiaries, as well as several other beef-processing and pork-processing companies, in the United States District Court for the District of Colorado. The plaintiffs allege that the defendants directly and through a wage survey and benchmarking service exchanged information regarding labor rates in an effort to depress and fix the rates of wages for employees in violation of federal antitrust laws. The plaintiffs seek, among other things, treble monetary damages, punitive damages, restitution, and pre- and post-judgment interest, as well as declaratory and injunctive relief. On February 17, 2023, we moved to dismiss the complaint, and on September 27, 2023, the court denied our motion.23

On December 22, 2023, after a mediation between the parties, the Company and the putative class plaintiffs reached an in-principle agreement to settle. While we believe we have valid and meritorious defenses against the allegations, we believe that the proposed settlement is in the best interests of the Company and its shareholders to avoid the uncertainty, risk, expense and distraction of protracted litigation. Under the terms of the ~~proposed~~ settlement, the Company agreed to pay the putative class an aggregate amount of $72.5 million. ~~The settlement agreement remains subject~~ to ~~court approval. If the court grants final approval to the settlement, it will~~ completely resolve all claims made against the Company in this matter. InThe court approved the settlement on January 15, 2025. During the first quarter of fiscal 2024, the Company recorded an accrual for the $72.5 million ~~proposed~~ settlement which ~~remains~~remained accrued as of ~~June~~December 2928, 2024 and September 28, 2024. The Company does not believe that a range of possible loss, if any, in excess of the recorded accrual is reasonably estimable at this time.

Other Matters

Our subsidiary, The Hillshire Brands Company (formerly named Sara Lee Corporation), is a party to a consolidation of cases filed by individual complainants with the Republic of the Philippines, Department of Labor and Employment and the National Labor Relations Commission (“NLRC”) from 1998 through July 1999. The complaint was filed against Aris Philippines, Inc., Sara Lee Corporation, Sara Lee Philippines, Inc., Fashion Accessories Philippines, Inc., and Attorney Cesar C. Cruz (collectively, the “respondents”). The complaint alleges, among other things, that the respondents engaged in unfair labor practices in connection with the termination of manufacturing operations in the Philippines in 1995 by Aris Philippines, Inc., a former subsidiary of The Hillshire Brands Company. In late 2004, a labor arbiter ruled against the respondents and awarded the complainants approximately $5960 million in damages and fees. From 2004 through 2014, the parties filed numerous appeals, motions for reconsideration and petitions for review, certain of which remained outstanding for several years. On December 15, 2016, we learned that the NLRC rendered its decision on November 29, 2016, regarding the respondents’ appeals from the labor arbiter’s 2004 ruling in favor of the complainants. The NLRC increased the award for 4,922 of the total 5,984 complainants to approximately $~~254~~256 million. However, the NLRC approved a prior settlement reached with the group comprising approximately 18% of the class of 5,984 complainants, pursuant to which The Hillshire Brands Company agreed to pay each settling complainant approximately $1,200. The parties filed numerous appeals, motions for reconsideration and petitions for review related to the NLRC award and settlement payment. The Court of Appeals of the Philippines subsequently vacated the NLRC’s award on April 12, 2018. Complainants ~~have~~ filed motions for reconsideration with the Court of Appeals which were denied. Claimants have since filed petitions for writ of certiorari with the Supreme Court of the Philippines, which ~~has~~have been accepted. The Company continues to maintain an accrual in an immaterial amount for estimated probable losses for this matter in the Company’s Consolidated Financial Statements. The Company does not believe that a range of possible loss, if any, in excess of the ~~recorded accrual is reasonably estimable at this time.~~

recorded accrual is reasonably estimable at this time.

Various claims have been asserted against the Company, its subsidiaries, and its officers and agents by, and on behalf of, team members who claim to have contracted COVID-19 in our facilities. The Company has not recorded any liability for these matters as it does not believe a loss is probable, nor does it believe that a range of possible loss, if any, is reasonably estimable at this time, because it believes the allegations in the claims are without merit and that the Company has valid and meritorious defenses against the allegations.

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

OBJECTIVE

The following discussion provides an analysis of the Company’s financial condition, cash flows and results of operations from management’s perspective and should be read in conjunction with the consolidated condensed financial statements and notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q and within the Company’s Annual Report on Form 10-K filed for the fiscal year ended September 3028, ~~2023~~2024. Our objective is to also provide discussion of events and uncertainties known to management that are reasonably likely to cause reported financial information not to be indicative of future operating results or of future financial condition and to offer information that provides understanding of our financial condition, cash flows and results of operations.

RESULTS OF OPERATIONS

Description of the Company

We are ~~one~~a ~~of the~~ world’s-class ~~largest~~ food ~~companies~~company and a recognized leader in protein. Founded in 1935 by John W. Tyson, ~~and~~it has grown under four generations of family leadership,. ~~the~~The Company is unified by this purpose: Tyson Foods. We Feed the World Like FamilyTM and has a broad portfolio of iconic products and brands including Tyson®, Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, ~~Aidells~~State Fair®, Aidells® and ibp®. Tyson Foods is dedicated to bringing high-quality food to every table in the world, safely, sustainably, and ~~State~~affordably, ~~Fair®~~now and for future generations. Some of the key factors influencing our business are customer demand for our products; the ability to maintain and grow relationships with customers and introduce new and innovative products to the marketplace; accessibility of international markets; market prices for our products; the cost and availability of live cattle and hogs, raw materials and feed ingredients; availability of team members to operate our production facilities; and operating efficiencies of our facilities.

28We operate in four reportable segments: Beef, Pork, Chicken, and Prepared Foods. We measure segment profit as operating income (loss). International/Other primarily includes our foreign operations in China, Malaysia, Mexico, South Korea, Thailand and the Kingdom of Saudi Arabia, third-party merger and integration costs and corporate overhead related to Tyson New Ventures, LLC.

We operate in four reportable segments: Beef, Pork, Chicken, and Prepared Foods. We measure segment profit as operating income (loss). International/Other primarily includes our foreign operations in Australia, China, Malaysia, Mexico, the Netherlands, South Korea, Thailand and the Kingdom of Saudi Arabia, third-party merger and integration costs and corporate overhead related to Tyson New Ventures, LLC. 24

Overview

General

Sales increased in$304 ~~the~~million ~~third quarter and~~ in the first ~~nine~~quarter ~~months~~ of fiscal ~~2024~~2025 driven by increased sales in our Beef, Pork and ~~Prepared~~Chicken ~~Foods~~ segments, partially offset by decreased sales in our ~~Chicken~~Prepared Foods segment. WeOperating ~~recorded operating~~ income of $~~341~~580 million for the ~~third~~first quarter of fiscal ~~2024~~2025 aswas ~~compared~~up to151% anas ~~operating~~we ~~loss~~experienced ofhigher ~~$350 million~~operating income in ~~the~~our ~~third~~Beef, ~~quarter~~Pork ofand ~~fiscal~~Chicken ~~2023~~segments, ~~primarily~~partially ~~driven~~offset by ~~higher~~lower operating income in our ~~Chicken~~Prepared Foods segment. ~~and~~In ~~International/Other,~~the ~~partially~~first ~~offset~~quarter byof ~~lower~~fiscal 2025, our operating income inwas ~~our~~impacted ~~Beef~~by ~~segment.~~$73 ~~During~~million ~~the~~in ~~third~~network ~~quarter~~optimization plan charges and ~~first~~$6 ~~nine~~million ~~months~~in brand discontinuation charges. In the first quarter of fiscal 2024, weour ~~incurred~~operating ~~higher~~income ~~performance-based~~was ~~compensation~~impacted ~~costs~~by of $89 75 million in plant closures and disposal charges, $~~308~~ 73 million, ~~respectively~~in legal contingency accruals, ~~driven~~$30 bymillion ~~improved~~of ~~consolidated~~restructuring ~~results.~~and ~~Due~~related charges, $26 million related to ~~the~~a ~~nature~~production offacility ~~our~~fire ~~performance-based~~in ~~compensation~~the ~~plans,~~Netherlands and our ~~segments~~subsequent ~~were~~decision ~~primarily~~to ~~impacted~~sell ~~based~~the onfacility, ~~their~~and ~~relative~~benefited ~~number~~from $24 million of ~~eligible~~production ~~team~~facility ~~members,~~fire ~~and~~insurance ~~thus~~proceeds, ~~our~~net ~~Chicken~~of ~~and~~costs ~~Prepared~~incurred, ~~Foods~~related ~~segments~~to ~~incurred~~ a ~~greater~~production ~~proportion~~facility offire in the ~~total~~fourth ~~costs~~quarter of fiscal 2021.

Additionally, in the third quarter of fiscal 2024, our operating income was impacted by $101 million in legal contingency accruals and $41 million in plant closure charges. In the third quarter of fiscal 2023, our operating income was impacted by $448 million of goodwill impairment charges, $50 million of restructuring and related charges, $15 million in plant closures charges, a $38 million legal contingency accrual, and benefited from $22 million of insurance proceeds, net of costs incurred associated with a production facility fire. We recorded operating income of $884 million for the first nine months of fiscal 2024 as compared to operating income of $68 million for the first nine months of fiscal 2023 primarily driven by higher operating income in our Chicken and Pork segments and International/Other, partially offset by lower operating income in our Beef segment. In the first nine months of fiscal 2024, our operating income was impacted by $174 million in legal contingency accruals, $155 million of plant closure charges, $83 million of costs related to a production facility fire in the Netherlands and the subsequent decision to sell the facility and $31 million of restructuring and related charges, partially offset by the benefit of $19 million of insurance proceeds, net of costs incurred related to facility fires. In the nine months ended July 1, 2023, our operating income was impacted by $448 million of goodwill impairment charges, $107 million in plant closures charges, $93 million of restructuring and related charges, and a $38 million legal contingency accrual and benefited from $57 million of insurance proceeds net of costs, related to facility fires.

Market Environment

According to the United States Department of Agriculture, domestic protein production (beef, pork, chicken and turkey) increased ~~slightly~~approximately 1% in the ~~third~~first quarter of fiscal ~~2024~~2025 as compared to the same period in fiscal ~~2023~~2024. The Beef segment ~~experienced~~continued to experience limited supply of market-ready cattle in the ~~third~~first quarter of fiscal ~~2024~~2025 as well as increased cattle costs. Additionally, uncertainty exists regarding the timing of the anticipated cattle herd rebuilding. The Pork segment experienced sufficient supply of market-ready hogs and increased hog costs. The Chicken segment experienced reduced feed ingredient costs. The Prepared Foods segment is currently experiencing increased raw material costs primarily due to higher meat costs. Additionally, the conflict between Ukraine and Russia has led to economic sanctions against Russia and certain regions of Ukraine and Belarus. However, the conflict is still ongoing and there are many risks and uncertainties in relation to the conflict that are outside of our control. Furthermore, during fiscal 2024, the ongoing conflict in the Middle East escalated and created economic and political uncertainty within the region. As of June 29, 2024, the impact of these conflicts have not had a material direct impact on our financial performance. If these conflicts escalate further, impact additional regions or countries, or have additional economic sanctions imposed, it could have a material impact on our business operations and financial performance.

The Federal Reserve has increased interest rates, and may continue to increase interest rates or maintain elevated interest rates in the near term. Our direct exposure to elevated interest rates is somewhat tempered given our strong liquidity position in addition to our current debt structure in which most of our borrowings have fixed interest rates. At June 29, 2024, we had $4.8 billion of liquidity and our current debt was $1.3 billion, which we intend to repay with the remaining proceeds from our $1.5 billion of senior notes issued in March 2024. Should we need to issue additional debt or borrow under our existing revolving credit facility, we may be exposed to higher interest rates than our current outstanding borrowings.

Margins

Our total operating margin was 24.63% in the ~~third~~first quarter of fiscal ~~2024~~2025. Operating margins by segment were as follows:

•Beef – (1.32)%

•Pork – (43.2)6%

•Chicken – 68.06%

•Prepared Foods – 8.35%

Strategy

We are a world-class food company and recognized leader in protein. Our strategy is to deliver margins in the core protein business by driving efficiencies and valuing-up offerings to better serve consumers; grow branded portfolio by innovating new occasions, categories and channels; and scale in international markets by delivering profitable value-added food offerings in high growth categories.

In the first quarter of fiscal 2025, the Company initiated a network optimization plan to optimize our global operations and logistics network. As of December 28, 2024, we expect to incur $93 million of charges related to actions approved to date, which include an estimated $39 million of cash charges and $54 million of non-cash charges. We recognized charges of $73 million in the first quarter of fiscal 2025, which included $29 million of charges that have resulted or will result in cash outflows and $44 million of non-cash charges. We expect to incur costs related to the network optimization plan over a multi-year period. For further description refer to Part I, Item I, Notes to the Consolidated Condensed Financial Statements, Note 5: Restructuring and Related Charges.

In the fourth quarter of fiscal 2022, the Company approved a restructuring program, the 2022 Program, which is expected to improve business performance, increase collaboration, enhance team member agility, enable faster decision-making and reduce redundancies. We recognized $50 million of pretax charges in the three months ended July 1, 2023, and $31 million and $93 million of pretax charges in the nine months ended June 29, 2024 and July 1, 2023, respectively, associated with the 2022 Program consisting of severance related costs, relocation and related costs, accelerated depreciation, contract and lease termination and professional and other fees. The Company currently anticipates the 2022 Program will result in cumulative pretax charges of approximately $225 million. As the Company continues to evaluate its business strategies and long-term growth targets, additional restructuring activities may occur. The following tables set forth the pretax impact of restructuring and related charges in the Consolidated Condensed Statements of Income and the pretax impact by our reportable segments. For further description refer to Part I, Item 1, Notes to the Consolidated Condensed Financial Statements, Note 6: Restructuring and Related Charges (in millions).

	Three Months Ended				Nine Months Ended
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Cost of Sales	$	—	$	19	$	—	$	23
Selling, General and Administrative	—		31		31		70
Total Restructuring and related charges, pretax	$	—	$	50	$	31	$	93

	Three Months Ended				Nine Months Ended				2022 Program charges to date		Total estimated
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023		June 29, 2024		2022 Program charges
Beef	$	—	$	13	$	4	$	26	$	53	$	54
Pork	—		4		1		8		17		17
Chicken	—		10		2		11		24		25
Prepared Foods	—		14		24		33		109		111
International/Other	—		9		—		15		18		18
Total Restructuring and related charges, pretax	$	—	$	50	$	31	$	93	$	221	$	225

Summary of Results

Sales

in millions

Three Months Ended

~~Nine Months Ended~~

June 29, 2024

July 1, 2023

June 29, 2024

July 1, 2023

December 28, 2024

December 30, 2023

Sales

13,~~353~~623

13,~~140~~319

~~39,744~~

~~39,533~~

Change in sales volume

1.16

~~(0.1)~~

Change in average sales price

0.67

~~0.7~~

Sales growth

12.63

~~0.5~~

~~Third~~First quarter – Fiscal ~~2024~~2025 vs Fiscal ~~2023~~2024

•Sales Volume – Sales were positively impacted by an increase in sales volume, which accounted for a $~~142~~208 million increase in sales driven by increased sales volume in our Beef, ~~Pork~~ and ~~Prepared~~Chicken ~~Foods~~ segments, partially offset by decreased sales volume in our ~~Chicken~~Pork ~~segment~~and Prepared Foods segments.

•Average Sales Price – Sales were positively impacted by higher average sales prices, which accounted for an increase of $7896 million, driven by increased pricing in our Beef, Pork and ~~Pork~~Prepared Foods segments, partially offset by lower average sales prices in our Chicken segment.

◦The above changes in average sales price exclude a $45 million and $38 million reduction of Sales from the recognition of legal contingency accruals in the third quarter of fiscal 2024 and 2023, respectively. 25

Nine months – Fiscal 2024 vs Fiscal 2023

•Sales Volume – Sales were negatively impacted by a decrease in sales volume, which accounted for a $53 million decrease in sales driven by decreased sales volume in our Chicken segment, partially offset by increased sales volume in our Beef, Pork and Prepared Foods segments.

•Average Sales Price – Sales were positively impacted by higher average sales prices, which accounted for an increase of $271 million, driven by increased pricing in our Beef and Pork segments, partially offset by lower average sales prices in our Chicken and Prepared Foods segments.

◦The above changes in average sales price exclude a $45 million and $38 million reduction of Sales from the recognition of legal contingency accruals for the nine months ended June 29, 2024 and July 1, 2023, respectively.

Cost of Sales

in millions

Three Months Ended

~~Nine Months Ended~~

June 29, 2024

July 1, 2023

June 29, 2024

July 1, 2023

December 28, 2024

December 30, 2023

Cost of sales

12,~~475~~528

12,~~463~~496

~~37,177~~

~~37,361~~

Gross profit

~~878~~1,095

~~677~~823

~~2,567~~

~~2,172~~

Cost of sales as a percentage of sales

9392.40

9493.8

~~93.5~~

~~94.5~~

~~Third~~First quarter – Fiscal ~~2024~~2025 vs Fiscal ~~2023~~2024

•Cost of sales increased $1232 million. Higher sales volume increased cost of sales by $~~133~~195 million while lower input cost per pound decreased cost of sales by $~~121~~163 million.

•The $~~121~~163 million impact of lower input cost per pound was impacted by:

•Decrease of approximately $~~305~~155 million in our Chicken segment related to decreased feed ingredient costs.

•Decrease ~~due to net derivative gains~~ of $~~6 million~~75 ~~in the third quarter of fiscal 2024, compared to net derivative losses of $89~~ million ~~in the third quarter of fiscal 2023~~ due to ~~our~~plant ~~risk~~closures ~~management activities. These amounts exclude offsetting impacts from related physical purchase transactions, which are included in the change in live cattle~~ and ~~hog~~disposal ~~costs and raw material and feed ingredient costs described herein~~charges.

•Decrease inof ~~freight~~$73 ~~and~~million ~~transportation~~related ~~costs~~to the recognition of ~~approximately~~legal ~~$60 million~~contingency accruals in our Beef and Pork segments.

•Decrease ~~of $19 million~~ in ~~restructuring~~freight and ~~related~~transportation costs of approximately $40 million.

•~~Increase~~Decrease of $26 million in ~~cattle~~International/Other from costs ofrelated ~~approximately~~to ~~$240~~a ~~million~~production facility fire in ~~our~~in ~~Beef~~the ~~segment~~Netherlands and the subsequent decision to sell the facility.

•Increase of $24 million in ~~hog~~our ~~costs~~Chicken segment from reduced insurance proceeds, net of ~~approximately~~costs, ~~$110~~related ~~million~~to a production facility fire in ~~our~~the ~~Pork~~fourth ~~segment~~quarter of fiscal 2021.

•Increase ofin ~~$56~~raw ~~million~~material ~~related~~and toother ~~the~~input ~~recognition~~costs of aapproximately ~~legal~~$80 million ~~contingency accrual~~ in our ~~Chicken~~Prepared Foods segment.

•Increase inof ~~performance-based~~$71 ~~compensation~~million ~~costs~~related ofto ~~$27 million~~network optimization plan charges.

•Increase in ~~raw~~cattle ~~material and other input~~ costs of approximately $35 40 million in our ~~Prepared~~Beef ~~Foods~~ segment.

•Increase ~~of $27 million~~ in ~~our~~hog ~~Chicken~~costs ~~segment from insurance proceeds, net~~ of ~~costs,~~approximately ~~related~~$60 tomillion ~~a production facility fire~~ in ~~the~~our ~~fourth~~Pork ~~quarter of fiscal 2021~~segment.

•~~Increase~~Remaining increase in costs across all of ~~$26 million~~our ~~due~~segments toprimarily ~~costs~~driven ~~associated~~by ~~with~~net ~~plant~~impacts ~~closures~~on average cost per pound from mix changes.

•Remaining decrease in costs across all of our segments primarily driven by net impacts on average cost per pound from mix changes in addition to savings from our productivity program.

Nine months – Fiscal 2024 vs Fiscal 2023

•Cost of sales decreased $184 million. Lower sales volume decreased cost of sales by $51 million while lower input cost per pound decreased cost of sales by $133 million.

•The $133 million impact of lower input cost per pound was impacted by:

•Decrease of approximately $665 million in our Chicken segment related to decreased feed ingredient costs.

•Decrease in freight and transportation costs of approximately $230 million.

•Decrease in hog costs of approximately $70 million in our Pork segment.

•Decrease due to net derivative losses of $45 million in the first nine months of fiscal 2024, compared to net derivative losses of $98 million in the first nine months of fiscal 2023 due to our risk management activities. These amounts exclude offsetting impacts from related physical purchase transactions, which are included in the change in live cattle and hog costs and raw material and feed ingredient costs described herein.

•Decrease in raw material and other input costs of approximately $40 million in our Prepared Foods segment.

•Decrease of $23 million in restructuring and related costs.

•Increase in cattle costs of approximately $1,140 million in our Beef segment.

•Increase in performance-based compensation costs of $140 million.

•Increase of $129 million related to the recognition of legal contingency accruals in our Beef, Pork and Chicken segments.

•Increase of $83 million in International/Other from costs related to a production facility fire in the Netherlands and subsequent decision to sell the facility.

•Increase of $48 million due to costs associated with plant closures.

•Increase of $42 million in our Beef segment from insurance proceeds received in the first quarter of fiscal 2023 related to the fire at our production facility in the fourth quarter of fiscal 2019.

•Remaining decrease in costs across all of our segments primarily driven by net impacts on average cost per pound from mix changes in addition to savings from our productivity program.

Selling, General and Administrative

in millions

Three Months Ended

~~Nine Months Ended~~

June 29, 2024

July 1, 2023

June 29, 2024

July 1, 2023

December 28, 2024

December 30, 2023

Selling, general and administrative expense

~~537~~515

~~579~~592

~~1,683~~

~~1,656~~

As a percentage of sales

43.08

4.4

~~4.2~~

~~Third~~First quarter – Fiscal ~~2024~~2025 vs Fiscal ~~2023~~2024

•Decrease of $4277 million in selling, general and administrative was primarily driven by:

•Decrease of $4527 million in ~~marketing,~~restructuring ~~advertising~~ and ~~promotion~~related ~~expenses~~costs.

•Decrease of $3123 million in ~~restructuring~~marketing, advertising and ~~related~~promotion ~~costs~~expenses.

•Decrease of $718 million in ~~rent~~employee ~~expense~~costs.

•~~Increase~~Decrease of $517 million in ~~team member costs including $62 million in performance-based compensation partially offset by a decrease of $11 million in all other team member costs~~donations.

Nine months – Fiscal 2024 vs Fiscal 2023

•Increase of $27 million in selling, general and administrative was primarily driven by:

•Increase of $125 million in team member costs including $168 million in performance-based compensation partially offset by a decrease of $43 million in all other team member costs.

•Decrease of $53 million in marketing, advertising and promotion expenses.

•Decrease of $39 million in restructuring and related costs.

Goodwill Impairment

in millions	Three Months Ended				Nine Months Ended
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Goodwill Impairment	$	—	$	448	$	—	$	448

Third quarter and nine months – Fiscal 2024 vs Fiscal 2023

•We recorded a $448 million goodwill impairment charge in the third quarter of fiscal 2023.

Interest (Income) Expense

in millions

Three Months Ended

~~Nine Months Ended~~

June 29, 2024

July 1, 2023

June 29, 2024

July 1, 2023

December 28, 2024

December 30, 2023

Interest income

(3625)

(610)

~~(60)~~

~~(22)~~

Interest expense

~~135~~120

89105

~~351~~

~~262~~

~~Third~~First quarter ~~and nine months~~ – Fiscal ~~2024~~2025 vs Fiscal ~~2023~~2024

•The increase in interest income for the three ~~and nine~~ months ended ~~June~~December 2928, 2024 was primarily due to higher cash and cash equivalents held ~~and increased interest rates~~.

•The increase in interest expense for the three ~~and nine~~ months ended ~~June~~December 2928, 2024 was primarily due to interest expense related to our ~~recently issued~~ 5.40% 2029 Notes and 5.70% 2034 Notes ~~and interest expense on the balance of our term loan facilities~~.

Other (Income) Expense, net

in millions

Three Months Ended

~~Nine Months Ended~~

June 29, 2024

July 1, 2023

June 29, 2024

July 1, 2023

December 28, 2024

December 30, 2023

Total other (income) expense, net

~~(11)~~7

(725)

~~(24)~~

~~(50)~~

32First quarter – Fiscal 2025

~~Third~~•Included ~~quarter~~$24 million of foreign exchange losses, partially offset by $12 million of joint venture earnings and ~~nine~~$7 ~~months~~million –of ~~Fiscal~~production ~~2024~~facilities fire insurance proceeds.

~~•Included~~First ~~$19 million and $22 million of joint venture earnings in the third~~ quarter ~~and~~– ~~the~~Fiscal ~~first nine months of fiscal~~ 2024, respectively, offset by $9 million and $4 million of foreign exchange losses in the third quarter and the first nine months of fiscal 2024, respectively. Additionally, included $14 million of income related to an amendment of a postretirement benefit plan in the first nine months of fiscal 2024.

~~Third~~•Included ~~quarter~~$19 million of foreign exchange gains and ~~nine~~$10 ~~months–~~million ~~Fiscal~~related ~~2023~~to an amendment of a postretirement benefit plan.

•Included $22 million of production facilities fire insurance proceeds offset by $7 million of foreign exchange losses in the third quarter of fiscal 2023. Included $22 million of foreign exchange gains and $16 million of joint venture earnings in the first nine months of fiscal 2023.

Effective Tax Rate

Three Months Ended				~~Nine Months Ended~~
June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
December 28, 2024		December 30, 2023
22.9	%	(1.8)	%	25.9	%	(67.9)	%
23.5	%	29.4	%

~~Third~~First quarter – Fiscal ~~2024~~2025 vs Fiscal ~~2023~~2024

•The ~~third~~effective ~~quarter~~tax ofrates ~~fiscal~~for ~~2024~~both ~~was~~periods ~~impacted~~were increased by ~~increased~~state ~~foreign~~taxes ~~losses~~and net unfavorable permanent book-to-tax differences, partially offset by various tax benefits; however, the relatively lower level of pretax income in the first quarter of fiscal 2024 resulted in a $9higher ~~million~~effective ~~benefit~~tax ~~related~~rate compared to the ~~remeasurement~~first quarter of ~~deferred~~fiscal ~~income~~2025. ~~taxes~~Additionally, ~~primarily~~the ~~due~~effective totax ~~legislation~~rate ~~decreasing~~for ~~state~~the ~~tax~~first ~~rates~~quarter ~~enacted~~of fiscal 2025 was decreased by the release of a $9 million valuation allowance on certain losses in the ~~third~~Netherlands ~~quarter~~due to newly enacted tax legislation.

~~•In~~Net ~~both~~Income ~~periods,~~Attributable ~~the~~to effective tax rates were impacted by state taxes and various tax benefits; however, tax benefits increase the effective tax rate in a period of pretax loss and decrease the effective tax rate in a period of pretax income.Tyson

•The fiscal 2023 third quarter effective tax rate was impacted by a $448 million non-deductible goodwill impairment.


in millions, except per share data	Three Months Ended
	December 28, 2024		December 30, 2023






Net income attributable to Tyson	$	359	$	107
Net income attributable to Tyson – per diluted share	1.01		0.30

~~Nine~~First ~~months~~quarter – Fiscal ~~2024~~2025 vs– ~~Fiscal~~Net ~~2023~~income attributable to Tyson included the following items:

•~~The~~$73 ~~first~~million ~~nine months of fiscal 2024 was impacted by increased foreign losses~~pretax, ~~partially~~or ~~offset by a~~ ($90.16) ~~million~~per ~~benefit~~diluted ~~related to the remeasurement of deferred income taxes~~share, ~~primarily~~related ~~due~~ to ~~legislation~~network ~~decreasing~~optimization ~~state~~plan ~~tax rates enacted in the third quarter~~charges.

•~~The~~$6 ~~percentage~~million ~~impacts of items on the effective tax rate were greater in fiscal 2023 due to the level of~~ pretax, ~~income~~or (~~loss~~$0.01) inper ~~fiscal~~diluted ~~2023~~share, ~~compared~~of tobrand ~~fiscal~~discontinuation ~~2024~~charges.

•In$7 ~~both~~million ~~periods~~pretax, ~~the~~or ~~effective~~$0.01 ~~tax~~per ~~rates~~diluted ~~were impacted by state taxes and various tax benefits; however~~share, ~~tax benefits increase the effective tax rate in a period~~ of ~~pretax~~production ~~loss~~facilities ~~and~~fire ~~decrease~~insurance ~~the~~proceeds, ~~effective~~net ~~tax rate in a period~~ of ~~pretax~~costs ~~income~~incurred.

•~~The~~$9 ~~effective~~million post tax, ~~rate~~or ~~for~~$0.03 ~~the~~per ~~first~~diluted ~~nine~~share, ~~months~~of benefit due to newly enacted tax legislation that resulted in the release of ~~fiscal~~a ~~2023~~valuation ~~was~~allowance ~~impacted~~on bylosses related to a ~~$448~~production ~~million~~facility ~~non-deductible~~fire ~~goodwill~~in ~~impairment.~~the Netherlands and our subsequent decision to sell the facility.

~~Net~~First ~~Income~~quarter ~~(Loss)~~– ~~Attributable~~Fiscal 2024 – Net income attributable to Tyson included the following items:

in millions, except per share data	Three Months Ended				Nine Months Ended
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Net income (loss) attributable to Tyson	$	191	$	(417)	$	443	$	(198)
Net income (loss) attributable to Tyson – per diluted share	0.54		(1.18)		1.25		(0.56)

•$75 million pretax, or ($0.16) per diluted share, of plant closures and disposal charges.

~~Third~~•$73 ~~quarter~~million –pretax, ~~Fiscal~~or ~~2024~~($0.16) –per ~~Net~~diluted ~~income~~share, ~~(loss)~~related ~~attributable~~ to ~~Tyson~~the ~~included~~recognition ~~the~~of ~~following~~a ~~items:~~legal contingency accrual.

•$~~101~~30 million pretax, or ($0.2206) per diluted share, ~~related to the recognition~~ of ~~legal~~restructuring ~~contingency~~and ~~accruals~~related charges.

•$4126 million pretax, or ($0.0907) per diluted share, of charges related to ~~plant~~a ~~closures~~production facility fire in the Netherlands and our subsequent decision to sell the facility.

•$527 million pretax, or ($0.~~01)~~06 per diluted share, of production facilities fire ~~costs~~insurance ~~incurred~~proceeds, net of ~~insurance~~costs ~~proceeds~~incurred.

~~•$3 million pretax, or ($0.01) per diluted share, of charges related to a production facility fire in the Netherlands and our subsequent decision to sell the facility.~~27

Nine months – Fiscal 2024 – Net income (loss) attributable to Tyson included the following items:

•$174 million pretax, or ($0.38) per diluted share, related to the recognition of legal contingency accruals.

•$155 million pretax, or ($0.31) per diluted share, of charges related to plant closures.

•$83 million pretax, or ($0.23) per diluted share, of charges related to a production facility fire in the Netherlands and our subsequent decision to sell the facility.

•$31 million pretax, or ($0.06) per diluted share, of restructuring and related charges.

•$22 million pretax, or $0.05 per diluted share, of production facilities fire insurance proceeds, net of costs incurred.

Third quarter – Fiscal 2023 – Net income (loss) attributable to Tyson included the following items:

•$44 million pretax, or $0.10 per diluted share, of production facilities fire insurance proceeds, net of costs incurred.

•$424 million pretax, or ($1.20) per diluted share, of goodwill impairment charges (non-tax deductible) net of $24 million associated with Net Income (Loss) Attributable to Noncontrolling Interests.

•$50 million pretax, or ($0.11) per diluted share, of restructuring and related charges.

•$38 million pretax, or ($0.08) per diluted share, related to the recognition of a legal contingency accrual.

•$15 million pretax, or ($0.04) per diluted share, of charges related to plant closures.

Nine months – Fiscal 2023 – Net income (loss) attributable to Tyson included the following items:

•$79 million pretax, or $0.17 per diluted share, of production facilities fire insurance proceeds, net of costs incurred.

•$107 million pretax, or ($0.22) per diluted share, of charges related to plant closures.

•$93 million pretax, or ($0.20) per diluted share, of restructuring and related charges.

•$38 million pretax, or ($0.08) per diluted share, related to the recognition of a legal contingency accrual.

Segment Results

We operate in four segments: Beef, Pork, Chicken, and Prepared Foods. The following table is a summary of sales and operating income (loss), which is how we measure segment profit.

in millions

Sales

Three Months Ended

~~Nine Months Ended~~

June 29, 2024

July 1, 2023

June 29, 2024

July 1, 2023

December 28, 2024

December 30, 2023

Beef

5,~~241~~335

45,~~956~~023

~~15,218~~

~~14,296~~

Pork

1,~~462~~617

1,~~324~~517

~~4,465~~

~~4,274~~

Chicken

4,~~076~~065

4,~~212~~033

~~12,174~~

~~12,905~~

Prepared Foods

2,~~432~~473

2,~~383~~543

~~7,379~~

~~7,343~~

International/Other

~~582~~584

~~633~~582

~~1,744~~

~~1,879~~

Intersegment sales

(~~440~~451)

(~~368~~379)

~~(1,236)~~

~~(1,164)~~

Total

13,~~353~~623

13,~~140~~319

~~39,744~~

~~39,533~~

in millions	Operating Income (Loss)
	Three Months Ended				~~Nine Months Ended~~
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
	December 28, 2024		December 30, 2023
Beef(a)	$	(6964)	$	66(206)	$	~~(310)~~	$	~~232~~
Pork(b)	~~(62)~~59		~~(74)~~39		~~(24)~~		~~(128)~~
Chicken(c)	~~244~~351		~~(314)~~177		~~579~~		~~(503)~~
Prepared Foods	203		206		676		705
Prepared Foods(d)	209		243
International/Other(d)	25		(234)		(37)		(238)
International/Other(e)	25		(22)
Total	$	~~341~~580	$	~~(350)~~231	$	~~884~~	$	68

(a) Beef segment results for the ~~nine~~three months ended ~~June~~December 2928, 2024 included a $~~45 million~~32 ~~legal contingency accrual and $41~~ million of ~~costs~~network ~~related~~optimization toplan ~~plant closures~~charges. Beef segment results for the ~~nine~~three months ended ~~July~~December 130, 2023 included ~~$42~~a $45 million oflegal ~~insurance~~contingency ~~proceeds,~~accrual ~~net~~and $40 million of ~~costs~~plant ~~incurred~~closures and disposal charges.

(b) Pork segment results for the three ~~and nine~~ months ended ~~June~~December 2930, ~~2024~~2023 included ~~$39 million~~a ~~and~~ $7328 million, respectively, of costs related to plant closures. Additionally, Pork segment results for the three and nine months ended June 29, 2024 included $45 million and $73 million, respectively, related to the recognition of legal contingency ~~accruals~~accrual.

(c) Chicken segment results for the three ~~and nine~~ months ended ~~June~~December 2928, 2024 included $~~2 million~~11 ~~and $41~~ million, ~~respectively,~~ of ~~costs~~network ~~related~~optimization toplan ~~plant~~charges ~~closures~~ and $~~5 million~~6 ~~of production facility fire costs incurred, net of insurance proceeds, and $19~~ million of ~~insurance~~brand ~~proceeds,~~discontinuation ~~net of costs incurred, respectively~~charges. Chicken segment results for the three ~~and nine~~ months ended ~~June~~December 2930, ~~2024 also included a $56 million legal contingency accrual. Chicken segment results for the three and nine months ended July 1,~~ 2023 included ~~production facility fire insurance proceeds, net of costs incurred, of~~ $~~22 million~~35 ~~and $15~~ million, ~~respectively,~~of ~~and costs related to~~ plant closures ~~of $15 million~~ and ~~$107 million,~~disposal ~~respectively.~~charges ~~Chicken segment results for the three~~ and ~~nine months ended July 1, 2023 also included a charge of~~ $38 24 million ~~related to the recognition~~ of ainsurance ~~legal contingency accrual~~proceeds, ~~and~~net ~~$210 million~~ of ~~goodwill~~costs ~~impairment~~incurred.

(d) ~~International/Other~~Prepared Foods segment results for the three ~~and nine~~ months ended ~~June~~December 2928, 2024 included $~~3 million~~25 ~~and $83~~ million, ~~respectively,~~ of ~~costs,~~network ~~net~~optimization ofplan ~~insurance~~charges. ~~proceeds,~~Prepared ~~related~~Foods tosegment aresults ~~fire~~for atthe ~~our~~three ~~production~~months ~~facility~~ended inDecember 30, ~~the~~2023 ~~Netherlands~~included ~~and~~$21 ~~subsequent~~million ~~decision~~of torestructuring ~~sell~~and related charges.

34(e) International/Other results for the three months ended December 28, 2024 included $5 million of network optimization plan charges. International/Other results for the three months ended December 30, 2023 included $26 million of costs, net of insurance proceeds, related to a fire at our production facility in the Netherlands and subsequent decision to sell.

Beef Segment Results

in millions	Three Months Ended									~~Nine Months Ended~~
	June 29, 2024			July 1, 2023			Change			June 29, 2024			July 1, 2023			Change
	December 28, 2024			December 30, 2023			Change
Sales	$	5,~~241~~335		$	45,~~956~~023		$	~~285~~312		$	~~15,218~~		$	~~14,296~~		$	~~922~~
Sales volume change							45.46		%							~~0.9~~		%
Average sales price change							10.46		%							~~5.5~~		%
Operating income (loss)	$	(6964)		$	66(206)		$	~~(135)~~142		$	~~(310)~~		$	~~232~~		$	~~(542)~~
Operating margin	(1.32)		%	1(4.31)		%				~~(2.0)~~		%	~~1.6~~		%

~~Third~~First quarter ~~and nine months~~ – Fiscal ~~2024~~2025 vs Fiscal ~~2023~~2024

•Sales Volume - Sales volume increased ~~in the third quarter and the first nine months of fiscal 2024 primarily~~ due to higher average carcass weights and increased head harvested.

•Average Sales Price - Average sales price increased inprimarily ~~the third quarter~~ due to increased ~~demand, and in the first nine months of fiscal 2024 due to increased~~ input costs and ~~increased~~strong demand.

•Operating Income (Loss) - ~~Operating~~Beef ~~income~~margins ~~decreased~~remained incompressed, ~~the~~but ~~third~~operating ~~quarter~~income ofincreased ~~fiscal~~due ~~2024~~to ~~primarily~~improved ~~due~~operational toexecution, ~~compressed~~lapping ~~beef~~of ~~margins.~~a ~~Operating~~$56 ~~income~~million ~~decreased~~inventory inlower ~~the~~of ~~first~~cost ~~nine~~or ~~months~~net ofrealizable ~~fiscal~~value ~~2024~~adjustment, ~~primarily~~plant ~~due~~closure toand ~~compressed~~disposal ~~beef~~charges ~~margins,~~and recognition of a legal contingency accrual ~~and~~in ~~plant~~the ~~closure~~first ~~costs~~quarter inof fiscal 2024, ~~and~~partially ~~insurance~~offset ~~proceeds~~by innetwork ~~fiscal~~optimization ~~2023~~plan ~~related~~charges toin athe ~~fire~~first atquarter aof ~~production~~fiscal ~~facility in 2019~~2025.

in millions	Three Months Ended									Nine Months Ended
	June 29, 2024			July 1, 2023			Change			June 29, 2024			July 1, 2023			Change
Sales	$	1,462		$	1,324		$	138		$	4,465		$	4,274		$	191
Sales volume change							1.2		%							4.0		%
Average sales price change							12.6		%							1.5		%
Operating income (loss)	$	(62)		$	(74)		$	12		$	(24)		$	(128)		$	104
Operating margin	(4.2)		%	(5.6)		%				(0.5)		%	(3.0)		%

Pork Segment Results

Third quarter and nine months – Fiscal 2024 vs Fiscal 2023


in millions	Three Months Ended
	December 28, 2024			December 30, 2023			Change
Sales	$	1,617		$	1,517		$	100
Sales volume change							(0.4)		%
Average sales price change							7.0		%
Operating income	$	59		$	39		$	20
Operating margin	3.6		%	2.6		%

~~•Sales~~First ~~Volume - Sales volume increased in the third~~ quarter ~~and~~– ~~the~~Fiscal ~~first~~2025 ~~nine~~vs ~~months~~Fiscal ~~of fiscal~~ 2024 ~~due to improved market conditions and increased domestic availability of market-ready hogs.~~

•~~Average~~ Sales ~~Price~~Volume - ~~Average~~Sales ~~sales~~volume ~~price~~decreased ~~increased~~slightly inas ~~the~~production ~~third~~decreases ~~quarter~~associated ~~and~~with ~~the~~a ~~first~~plant ~~nine~~closure ~~months~~in ~~of fiscal~~ 2024 ~~due~~were topartly ~~improved~~offset ~~demand.~~by ~~The~~production ~~change~~increases inat ~~average~~other ~~sales~~facilities ~~price~~and ~~excludes~~higher aaverage ~~$45~~carcass ~~million reduction of Sales from the recognition of a legal contingency accrual recorded in the third quarter of fiscal 2024~~weights.

•~~Operating~~Average ~~Income~~Sales ~~(Loss)~~Price - ~~Operating~~Average ~~income~~sales price increased inas ~~the~~demand ~~third~~for ~~quarter~~our ~~and the first nine months of fiscal 2024 primarily due to higher~~ pork ~~margins,~~products ~~improved~~remained results in our live hog operations and lapping the impacts of a production facility fire in the third quarter of fiscal 2023, partially offset by the recognition of legal contingency accruals and plant closure costs in fiscal 2024strong.

•Operating Income - Operating income increased due to lower operating costs and the recognition of a legal contingency accrual in the first quarter of fiscal 2024, partially offset by compressed spreads.

Chicken Segment Results

in millions	Three Months Ended									~~Nine Months Ended~~
	June 29, 2024			July 1, 2023			Change			June 29, 2024			July 1, 2023			Change
	December 28, 2024			December 30, 2023			Change
Sales	$	4,~~076~~065		$	4,~~212~~033		$	~~(136)~~32		$	~~12,174~~		$	~~12,905~~		$	~~(731)~~
Sales volume change							(01.4)5		%							~~(2.7)~~		%
Average sales price change							(30.7)		%							~~(3.2)~~		%
Operating income (loss)	$	244		$	(314)		$	558		$	579		$	(503)		$	1,082
Operating income	$	351		$	177		$	174
Operating margin	68.06		%	(74.5)4		%				~~4.8~~		%	~~(3.9)~~		%

~~Third~~First quarter ~~and nine months~~ – Fiscal ~~2024~~2025 vs Fiscal ~~2023~~2024

•Sales Volume - Sales volume ~~decreased~~increased inprimarily ~~the~~due ~~third~~to ~~quarter~~improved foodservice and ~~first~~export ~~nine~~channels ~~months~~partially ofoffset ~~fiscal~~by ~~2024~~a ~~primarily~~reduction ~~due~~in tothe ~~reduced~~retail ~~domestic production~~channel.

•Average Sales Price - Average sales price decreased ~~in the third quarter and the first nine months of fiscal 2024~~ due to the impact of lower input costs. ~~The change in average sales price excludes a $38 million reduction of Sales from the recognition of a legal contingency accrual recorded in the third quarter of fiscal 2023.~~

35•Operating Income - Operating income increased driven by operational execution, improved volumes and $155 million of net decreases in feed ingredient costs which was partially offset by associated decreases in average sales price. Additionally, we experienced reduced insurance proceeds, net of costs and lower plant closures and disposal charges, partially offset by network optimization plan charges.

•Operating Income (Loss) - Operating income increased in the third quarter of fiscal 2024 primarily due to improved operational efficiencies, a goodwill impairment charge recorded in fiscal 2023 and $63 million of reduced net derivative losses, partially offset by lower average sales price and reduced insurance proceeds, net of costs incurred associated with a production facility fire in the fourth quarter of fiscal 2021. Operating income increased in the first nine months of fiscal 2024 primarily due to improved operational efficiencies, a goodwill impairment charge incurred in fiscal 2023 and lower plant closure charges, partially offset by lower average sales price. Additionally, we experienced lower feed ingredient costs of $305 million and $665 million in the third quarter and the first nine months of fiscal 2024, respectively.

Prepared Foods Segment Results

in millions	Three Months Ended									~~Nine Months Ended~~
	June 29, 2024			July 1, 2023			Change			June 29, 2024			July 1, 2023			Change
	December 28, 2024			December 30, 2023			Change
Sales	$	2,~~432~~473		$	2,~~383~~543		$	49(70)		$	~~7,379~~		$	~~7,343~~		$	36
Sales volume change							2(3.02)		%							~~1.7~~		%
Average sales price change							0.14		%							~~(1.2)~~		%
Operating income	$	~~203~~209		$	~~206~~243		$	(334)		$	~~676~~		$	~~705~~		$	~~(29)~~
Operating margin	8.35		%	89.6		%				~~9.2~~		%	~~9.6~~		%

~~Third~~First quarter ~~and nine months~~ – Fiscal ~~2024~~2025 vs Fiscal ~~2023~~2024

•Sales Volume – Sales volume ~~increase~~decreased indue ~~the~~to ~~third~~a ~~quarter~~challenging ofconsumer ~~fiscal~~environment ~~2024 was~~ primarily ~~from~~impacting ~~the~~our ~~foodservice channel offset by reduced sales from the~~ retail channel. ~~Sales volume increased for the first nine months of fiscal 2024 due to the acquisition of Williams Sausage Company in the third quarter of 2023 and increased sales in the foodservice channel.~~

•Average Sales Price – Average sales price ~~was~~increased ~~relatively flat in the third quarter and decreased in the first nine months of fiscal 2024 primarily due to sales mix~~slightly.

•Operating Income – Operating income decreased ~~slightly in the third quarter~~ as increased raw material costs were ~~largely~~partially offset by reduced marketing, advertising and promotional spend. ~~Operating~~Additionally, operating income ~~decreased~~was ~~for~~impacted ~~the~~by ~~first~~network ~~nine~~optimization ~~months~~plan ofcharges ~~fiscal~~and ~~2024~~restructuring ~~partially~~and ~~due~~related tocharges ~~lower average sales price which was largely offset by reduced raw materials costs~~ in the first ~~half~~quarter of ~~the~~fiscal ~~year.~~2025 and fiscal 2024, respectively.

International/Other Results

in millions

Three Months Ended

~~Nine Months Ended~~

June 29, 2024

July 1, 2023

Change

June 29, 2024

July 1, 2023

Change

December 28, 2024

December 30, 2023

Change

Sales

~~582~~584

~~633~~582

~~(51)~~2

~~1,744~~

~~1,879~~

~~(135)~~

Operating income (loss)

(~~234~~22)

~~259~~47

~~(37)~~

~~(238)~~

~~201~~

~~Third~~First quarter ~~and nine months~~ – Fiscal ~~2024~~2025 vs Fiscal ~~2023~~2024

•Sales – Sales ~~decreased~~were inrelatively ~~the~~flat ~~third~~as ~~quarter~~increased ~~and~~volumes ~~the~~were ~~first~~mostly ~~nine months of fiscal 2024 due to lower average sales price and the impact of the production facility fire in the Netherlands partially~~ offset by ~~increased~~foreign ~~volumes~~exchange intranslation ~~the other regions~~impacts.

•Operating Income (Loss) – Operating income increased primarily due to aimproved ~~goodwill~~performance ~~impairment~~and ~~charge~~lapping ~~recorded in~~ the ~~third~~impacts ~~quarter~~ of ~~fiscal 2023 partially offset by charges related to~~ a production facility fire in the first quarter of fiscal 2024 and the subsequent decision to sell the facility.

LIQUIDITY AND CAPITAL RESOURCES

Our cash needs for working capital, capital expenditures, growth opportunities, repurchases of senior notes, repayment of maturing debt, the payment of dividends and share repurchases are expected to be met with current cash on hand, cash flows provided by operating activities or short-term borrowings. Based on our current expectations, we believe our liquidity and capital resources will be sufficient to operate our business. However, we may take advantage of opportunities to generate additional liquidity or refinance existing debt through capital market transactions. The amount, nature and timing of any capital market transactions will depend on our operating performance and other circumstances; our then-current commitments and obligations; the amount, nature and timing of our capital requirements; any limitations imposed by our current credit arrangements; and overall market conditions.

Cash Flows from Operating Activities


in millions	Three Months Ended
	December 28, 2024		December 30, 2023
Net income	$	366	$	114
Non-cash items in net income	424		488
Net changes in operating assets and liabilities:
(Increase) decrease in accounts receivable	88		220
(Increase) decrease in inventories	57		178
Increase (decrease) in accounts payable	161		41
Increase (decrease) in income taxes payable/receivable	100		51
Net changes in other operating assets and liabilities	(165)		208
Net cash provided by operating activities	$	1,031	$	1,300

in millions	Nine Months Ended
	June 29, 2024		July 1, 2023
Net income (loss)	$	458	$	(206)
Non-cash items in net income	1,250		1,537
Net changes in operating assets and liabilities:
(Increase) decrease in accounts receivable	73		176
(Increase) decrease in inventories	249		138
Increase (decrease) in accounts payable	(252)		(107)
Increase (decrease) in income taxes payable/receivable	(20)		145
Net changes in other operating assets and liabilities	215		(254)
Net cash provided by operating activities	$	1,973	$	1,429

•Non-cash items in net income primarily included depreciation and amortization of $348 million and $373 million for the three months ended December 28, 2024 and December 30, 2023, respectively.

•~~Non-cash~~Cash ~~items~~provided inby ~~net~~operating ~~income~~activities ~~primarily~~for ~~included~~the ~~depreciation~~first ~~and~~three ~~amortization~~months of fiscal 2025 was $1.0 billion,~~082~~ ~~million~~a ~~and~~decrease of $~~943~~269 million ~~for~~compared to the ~~nine~~first three months ~~ended~~of ~~June 29,~~fiscal 2024, ~~and~~as ~~July 1,~~the ~~2023~~$188 million of higher earnings, ~~respectively~~net of non-cash items, ~~and~~was more than offset by a $~~448~~457 million ~~goodwill~~decrease ~~impairment~~in ~~for~~cash provided by the ~~nine~~net ~~months~~changes ~~ended~~in ~~July 1,~~operating ~~2023.~~assets and liabilities which was primarily impacted by:

•~~Cash~~A ~~provided~~decrease byof ~~operating~~$373 ~~activities~~million ~~for~~due ~~the~~to ~~first~~a ~~nine~~decrease ~~months~~ of ~~fiscal~~$165 ~~2024~~million ~~was~~in ~~$2.0~~the ~~billion,~~net anchanges ~~increase~~in ofother ~~$544~~operating ~~million~~assets ~~compared~~and toliabilities in the first ~~nine~~three months of fiscal ~~2023~~2025, ~~due~~compared to ~~$377 million~~an ofincrease ~~higher earnings, net~~ of ~~non-cash items, and a~~ $~~167~~ 208 million ~~increase~~ in ~~cash~~fiscal ~~provided~~2024, byprimarily ~~the~~driven ~~net~~by ~~changes~~an increase in ~~operating~~performance-based ~~assets~~compensation ~~and liabilities which was primarily impacted by:~~payouts.

•AnA ~~increase~~decrease of $~~469~~ 121 million due to ana ~~increase~~decrease in inventory of $~~215~~ 57 million in the ~~net~~first ~~changes~~three inmonths ~~other~~of ~~operating~~fiscal ~~assets~~2025, ~~and~~compared ~~liabilities~~to a decrease of $178 million in the first ~~nine~~three months of fiscal 2024, ~~compared~~as tothe aaverage ~~decrease~~value of ~~$254 million~~inventory indecreased less during the first three months of fiscal ~~2023,~~2025 ~~primarily~~than ~~driven~~the byfirst ~~performance-based~~three ~~compensation~~months of fiscal 2024.

•AnA ~~increase~~decrease of $~~111~~132 million due to a decrease in ~~inventory~~accounts receivable of $~~249~~88 million in the first ~~nine~~three months of fiscal ~~2024~~2025, compared to a decrease of $~~138~~220 million in the first ~~nine~~three months of fiscal ~~2023,~~2024 ~~primarily~~as ~~driven~~days bysales outstanding decreased ~~average~~less ~~cost~~during the first three months of ~~inventory~~fiscal ~~and~~2025 ~~lower~~than ~~volume~~the first three months of ~~livestock~~fiscal 2024.

•Partially offset by:

•AAn ~~decrease~~increase of $~~165~~120 million due to aan ~~decrease~~increase in ~~income~~accounts ~~taxes~~ payable~~/receivable~~ of $20161 million during the first ~~nine~~three months of fiscal ~~2024~~2025, compared to an increase of $~~145~~41 million in the first ~~nine~~three months of fiscal ~~2023~~2024, primarily due to an increase in ~~taxable~~days ~~income~~payables outstanding and ahigher ~~tax~~input ~~refund received in the first nine months of fiscal 2023 related to fiscal 2022~~costs.

•A decrease of $145 million due to a decrease in accounts payable of $252 million during the first nine months of fiscal 2024, compared to a decrease of $107 million in the first nine months of fiscal 2023, primarily due to lower input costs and decrease in days payables outstanding.30

Cash Flows from Investing Activities

•A decrease of $103 million due to a decrease in accounts receivable of $73 million in the first nine months of fiscal 2024, compared to a decrease of $176 million in the first nine months of fiscal 2023. The reduced decline in accounts receivable was primarily due to level of sales in the last few weeks of each quarter end.


in millions	Three Months Ended
	December 28, 2024		December 30, 2023
Additions to property, plant and equipment	$	(271)	$	(354)
Proceeds from sale of (purchases of) marketable securities, net	1		(1)


Acquisition of equity investments	(2)		(26)
Other, net	39		3
Net cash used for investing activities	$	(233)	$	(378)

in millions	Nine Months Ended
	June 29, 2024		July 1, 2023
Additions to property, plant and equipment	$	(884)	$	(1,564)
Proceeds from sale of (purchases of) marketable securities, net	(2)		(1)
Acquisition, net of cash acquired	—		(262)
Acquisition of equity investments	(28)		(50)
Other, net	60		5
Net cash used for investing activities	$	(854)	$	(1,872)

•Additions to property, plant and equipment included spending for production growth, safety and animal well-being, new equipment, infrastructure replacements and upgrades to maintain competitive standing and position us for future opportunities.

•We expect capital expenditures between $1.2 billion and $1.32 billion for fiscal ~~2024~~2025. Capital expenditures include investments in profit improvement projects as well as projects for maintenance and repair. This includes completion of capacity expansion projects as well as new equipment, automation technology and processes for product innovation.

•Acquisition, net of cash acquired for the nine months ended July 1, 2023 included $223 million, net of cash acquired, for the acquisition of Williams Sausage Company and $39 million for the 60% equity stake in Supreme Foods Processing Company, a producer and distributor of value-added and cooked chicken and beef products.

Cash Flows from Financing Activities

in millions	~~Nine~~Three Months Ended
	June 29, 2024		July 1, 2023
	December 28, 2024		December 30, 2023
Proceeds from issuance of debt	$	~~2,391~~22	$	~~1,117~~771
Payments on debt	(~~347~~42)		(~~175~~32)
Proceeds from issuance of commercial paper	~~1,649~~—		71,~~015~~649
Repayments of commercial paper	~~(2,240)~~—		(72,~~015~~240)
Purchases of Tyson Class A common stock	(4415)		(~~343~~13)
Dividends	(~~513~~175)		(~~503~~171)
Stock options exercised	915		107
Other, net	~~(22)~~—		~~(5)~~3
Net cash provided by financing activities	$	883	$	101
Net cash used for financing activities	$	(195)	$	(26)

•During the first ~~nine~~three months of fiscal 2024, proceeds from issuance of debt included $750 million of proceeds from the term loan facility due May 2028~~, $600 million of proceeds from the 5~~.~~40% 2029 Notes, and $900 million from the 5.70% 2034 Notes.~~

•~~Payments~~Dividends onpaid ~~debt~~ during the ~~nine~~three months ended ~~June~~December 2928, 2024 ~~included~~reflected a ~~payment~~2% ofincrease ~~$250 million~~to on our ~~term~~fiscal ~~loan~~2024 ~~facility~~quarterly ~~due~~dividend ~~May 2026~~rate.

Liquidity

•Purchases of Tyson Class A stock included:


in millions
	Commitments Expiration Date	Facility Amount		Outstanding Letters of Credit (no draw downs)	Amount Borrowed	Amount Available at December 28, 2024
Cash and cash equivalents						$	2,292
Short-term investments						1


Revolving credit facility	September 2026	$	2,250	—	—	2,250
Commercial paper						—
Total liquidity						$	4,543

•$300 million of cash paid for shares repurchased pursuant to our share repurchase program during the nine months ended July 1, 2023.

•$44 million and $43 million of shares repurchased to fund certain obligations under our equity compensation programs during the nine months ended June 29, 2024 and July 1, 2023, respectively.

•Dividends paid during the nine months ended June 29, 2024 reflected a 2% increase to our fiscal 2023 quarterly dividend rate.

in millions
	CommitmentsExpiration Date	FacilityAmount		OutstandingLetters of Credit(no draw downs)	AmountBorrowed	AmountAvailable at June 29, 2024
Cash and cash equivalents						$	2,569
Short-term investments						13
Revolving credit facility	September 2026	$	2,250	—	—	2,250
Commercial paper						—
Total liquidity						$	4,832

•Liquidity includes cash and cash equivalents, short-term investments and availability under our revolving credit, less the outstanding commercial paper balance.

•At ~~June~~December 2928, 2024, we had current debt of $~~1,320~~95 million, which we intend to pay with our existing cash balance, cash generated from our operating activities and other existing or new liquidity sources.

•~~The~~On ~~revolving~~January ~~credit~~29, ~~facility~~2025, ~~supports~~subsequent ~~our short-term funding needs and also serves~~ to ~~backstop our commercial paper program. We had no borrowings under~~ the ~~revolving~~end ~~credit~~of ~~facility~~our ~~during~~first ~~the~~quarter ~~nine months ended June 29, 2024. Under the terms~~ of ~~the~~fiscal ~~facility~~2025, we ~~have~~repaid the ~~option~~$750 tomillion ~~establish~~term ~~incremental~~loan ~~commitment~~that ~~increases~~matures ofin upMay to2026 ~~$500 million~~using ifcash ~~certain~~on ~~conditions are met~~hand.

•The revolving credit facility supports our short-term funding needs and also serves to backstop our commercial paper program. We ~~expect~~had ~~net~~no ~~interest~~borrowings ~~expense~~under the revolving credit facility during the three months ended December 28, 2024. Under the terms of the facility, we have the option to ~~approximate~~establish incremental commitment increases of up to $~~395~~500 million ~~for~~if ~~fiscal~~certain ~~2024~~conditions are met.

•~~Our~~We ~~current~~expect ~~ratio~~net ~~was~~interest ~~1.8~~expense to 1approximate ~~at June~~$375 ~~29,~~million ~~2024~~for ~~and 1.3 to 1 at September 30, 2023. The increase in~~ fiscal ~~2024 is primarily due to increased cash and cash equivalents and decreased current debt~~2025.

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•AtOur ~~June 29,~~current ~~2024,~~ratio ~~approximately $683 million of our cash~~ was ~~held in the accounts of our foreign subsidiaries~~2.1 ~~Generally, we do not rely on the foreign cash as a source of funds~~ to ~~support~~1 ~~our~~at ~~ongoing~~December 28, ~~domestic~~2024 ~~liquidity needs. We manage our worldwide cash requirements by reviewing available funds among our foreign subsidiaries~~ and ~~the cost effectiveness with which those funds can be accessed~~2.0 ~~We intend~~ to ~~repatriate~~1 ~~excess~~at cash (net of applicable withholding taxes) not subject to regulatory requirements and to indefinitely reinvest outside of the United States the remainder of cash held by foreign subsidiaries. We do not expect the regulatory restrictions or taxes on repatriation to have a material effect on our overall liquiditySeptember 28, ~~financial condition or the results of operations for the foreseeable future~~2024.

•At December 28, 2024, $559 million of our cash was held in the accounts of our foreign subsidiaries. Generally, we do not rely on the foreign cash as a source of funds to support our ongoing domestic liquidity needs. We manage our worldwide cash requirements by reviewing available funds among our foreign subsidiaries and the cost effectiveness with which those funds can be accessed. We intend to repatriate excess cash (net of applicable withholding taxes) not subject to regulatory requirements and to indefinitely reinvest outside of the United States the remainder of cash held by foreign subsidiaries. We do not expect the regulatory restrictions or taxes on repatriation to have a material effect on our overall liquidity, financial condition or the results of operations for the foreseeable future.

Capital Resources

Credit Facility

Cash flows from operating activities and cash on hand are our primary sources of liquidity for funding debt service, capital expenditures, dividends and share repurchases. We also have a revolving credit facility, with a committed capacity of $2.25 billion, to provide additional liquidity for working capital needs and to backstop our commercial paper program.

At ~~June~~December 2928, 2024, amounts available for borrowing under our revolving credit facility totaled $2.25 billion. Our revolving credit facility is funded by a syndicate of 20 banks, with commitments ranging from $35 million to $175 million per bank.

Commercial Paper Program

Our commercial paper program provides a low-cost source of borrowing to fund general corporate purposes including working capital requirements. The maximum borrowing capacity under the commercial paper program is $1.5 billion. The maturities of the notes may vary, but may not exceed 397 days from the date of issuance. As of ~~June~~December 2928, 2024, we had no commercial paper outstanding under this program. Our ability to access commercial paper in the future may be limited or its costs increased.

Credit Ratings

Term Loan Facility due May 2028

Standard & Poor’s Rating Services’, a Standard & Poor’s Financial Services LLC business (“S&P”), applicable rating is “BBB”. Moody’s Investor Service, Inc.’s (“Moody’s”) applicable rating is “Baa2”. The below table outlines the commitment fee on any unused borrowing capacity and the borrowing spread on the outstanding principal balance of our term loan facility due May 2028 that corresponds to the applicable ratings levels from S&P and Moody’s.


Ratings Level (Moody’s/S&P)	Commitment Fee		Borrowing Spread
Baal/BBB+ or above	0.100	%	1.625	%
Baa2/BBB (current level)	0.125	%	1.750	%
Baa3/BBB- or lower	0.175	%	1.875	%

Revolving Credit Facility

S&P applicable rating is “BBB” and Moody’s applicable rating is “Baa2”. The below table outlines the fees paid on the unused portion of the facility (“Facility Fee Rate”) and letter of credit fees and borrowings (“All-in Borrowing Spread”) that corresponds to the applicable ratings levels from S&P and Moody’s.


Ratings Level (Moody’s/S&P)	Facility Fee Rate		All-in Borrowing Spread
A2/A or above	0.070	%	0.875	%
A3/A-	0.090	%	1.000	%
Baal/BBB+	0.100	%	1.125	%
Baa2/BBB (current level)	0.125	%	1.250	%
Baa3/BBB- or lower	0.175	%	1.375	%

In the event the rating levels fall within different levels, the applicable rate will be based upon the higher of the two Levels or, if there is more than a one-notch split between the two Levels, then the Applicable Rate will be based upon the Level that is one Level below the higher Level.

Debt Covenants

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We were in compliance with all debt covenants at ~~June~~December 2928, 2024, and we expect that we will maintain compliance.

RECENTLY ISSUED/ADOPTED ACCOUNTING PRONOUNCEMENTS

Refer to the discussion of recently issued/adopted accounting pronouncements under Part I, Item 1, Notes to Consolidated Condensed Financial Statements, Note 1: Accounting Policies.

CRITICAL ACCOUNTING ESTIMATES

We consider accounting policies related to: contingent liabilities; revenue recognition; accrued self-insurance; defined benefit pension plans; impairment of long-lived assets and definite life intangibles; impairment of goodwill and indefinite life intangible assets; business combinations; and income taxes to be critical accounting estimates. These policies are summarized in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended September 3028, ~~2023~~2024. Refer to Part I, Item 1, Notes to Consolidated Condensed Financial Statements, Note 1: Accounting Policies, for updates to our significant accounting policies during the ~~nine~~three months ended ~~June~~December 2928, 2024. These critical accounting policies require us to make estimates and assumptions that affect the amounts reported in the consolidated condensed financial statements and accompanying notes.

As further described in the impairment of goodwill and indefinite life intangible assets critical accounting estimate included in our Annual Report on Form 10-K for the fiscal year ended September 28, 2024, we assess goodwill and indefinite life assets for impairment at least annually as of the first day of the fourth quarter and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Our qualitative assessment for the first ~~three~~quarter ~~quarters~~ of fiscal ~~2024~~2025 did not indicate that it was more likely than not the fair value of any of our reporting units or indefinite lived intangibles was less than the carrying amount, and as such, no quantitative test was deemed necessary. We consider reporting units and indefinite lived intangibles that have 20% or less excess fair value over carrying amount to have a heightened risk of impairment. The following reporting units and indefinite lived intangibles were considered at heightened risk of impairment as of the date of the most recent estimated fair value determination, which was in the fourth quarter of fiscal ~~2023~~2024: our Beef and Chicken segment reporting units, ~~our~~with ~~Beef~~total ~~reporting~~total ~~unit and our Pork reporting unit with~~ goodwill ~~totaling~~of ~~$3.1 billion,~~approximately $0.3 billion and $03.40 billion, respectively, and ~~two~~one Prepared Foods ~~brands~~brand with a carrying ~~values~~value of $0.5 billion ~~and $0~~.~~3 billion.~~

We continuously evaluate the changing ~~macroeconomic~~macro-economic conditions including inflationary pressures, rising interest rates, demand outlook and export markets as well as the Company's market capitalization. Our reporting units with heightened risk of future impairments with $3.83 billion carrying value, as well as a brand with $0.5 billion carrying value, all had less than 1020% of excess fair value above carrying value as of the date of the most recent estimated fair value determination with our Beef reporting unit having less than 10% of excess fair value above carrying value. Consequently, their estimated fair values, especially our Beef reporting unit, remain highly sensitive to future discount rate increases, changing ~~macroeconomic~~macro-economic conditions and achievement of projected long-term operating margins. Although our remaining reporting units and indefinite life intangible assets generally had more than 20% excess fair value over carrying amount as of the date of the most recent estimated fair value determination, they are also susceptible to impairments if any assumptions, estimates, or market factors significantly change in the future.

CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION FOR THE PURPOSE OF “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Certain information in this report constitutes forward-looking statements. Such forward-looking statements include, but are not limited to, current views and estimates of our outlook for fiscal ~~2024~~2025, other future economic circumstances, industry conditions in domestic and international markets, our performance and financial results (e.g., debt levels, return on invested capital, value-added product growth, capital expenditures, tax rates, access to foreign markets and dividend policy). These forward-looking statements are subject to a number of factors and uncertainties that could cause our actual results and experiences to differ materially from anticipated results and expectations expressed in such forward-looking statements. We wish to caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date made. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

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Among the factors that may cause actual results and experiences to differ from anticipated results and expectations expressed in such forward-looking statements are the following: (i) global pandemics have had, and may in the future have, an adverse impact on our business and operations; (ii) the effectiveness of restructuring or financial excellence programs; (iii) access to foreign markets together with foreign economic conditions, including currency fluctuations, import/export restrictions and foreign politics; (iv) cyber attacks, other cyber incidents, security breaches or other disruptions of our information technology systems; (v) risks associated with our failure to consummate favorable acquisition transactions or integrate certain acquisitions’ operations; (vi) the Tyson Limited Partnership’s ability to exercise significant control over the Company; (vii) fluctuations in the cost and availability of inputs and raw materials, such as live cattle, live swine, feed grains (including corn and soybean meal) and energy; (viii) market conditions for finished products, including competition from other global and domestic food processors, supply and pricing of competing products and alternative proteins and demand for alternative proteins; (ix) outbreak of a livestock disease (such as African swine fever (ASF), avian influenza (AI) or bovine spongiform encephalopathy (BSE)), which could have an adverse effect on livestock we own, the availability of livestock we purchase, consumer perception of certain protein products or our ability to conduct our operations; (x) changes in consumer preference and diets and our ability to identify and react to consumer trends; (xi) effectiveness of advertising and marketing programs; (xii) significant marketing plan changes by large customers or loss of one or more large customers; (xiii) our ability to leverage brand value propositions; (xiv) changes in availability and relative costs of labor and contract farmers and our ability to maintain good relationships with team members, labor unions, contract farmers and independent producers providing us livestock, including as a result of our relocation of certain corporate team members to our world headquarters in Springdale, Arkansas; (xv) issues related to food safety, including costs resulting from product recalls, regulatory compliance and any related claims or litigation; (xvi) the effect of climate change and any legal or regulatory response thereto; (xvii) compliance with and changes to regulations and laws (both domestic and foreign), including changes in accounting standards, tax laws, environmental laws, agricultural laws and occupational, health and safety laws; (xviii) adverse results from litigation; (xix) risks associated with leverage, including cost increases due to rising interest rates or changes in debt ratings or outlook; (xx) impairment in the carrying value of our goodwill or indefinite life intangible assets; (xxi) our participation in a multiemployer pension plan; (xxii) volatility in capital markets or interest rates; (xxiii) risks associated with our commodity purchasing activities; (xxiv) the effect of, or changes in, general economic conditions; (xxv) impacts on our operations caused by factors and forces beyond our control, such as natural disasters, fire, bioterrorism, pandemics, armed conflicts or extreme weather; (xxvi) failure to maximize or assert our intellectual property rights; (xxvii) effects related to changes in tax rates, valuation of deferred tax assets and liabilities, or tax laws and their interpretation; and (xxviii) those factors discussed within Item 1, Item 1A and Item 7 of our Annual Report on Form 10-K for the year ended September 3028, ~~2023~~2024 and our other periodic filings with the SEC.

Item 3.Quantitative and Qualitative Disclosures About Market Risk

Market risk relating to our operations results primarily from changes in commodity prices, interest rates and foreign exchange rates, as well as credit risk concentrations. To address certain of these risks, we enter into various derivative transactions as described below. If a derivative instrument is accounted for as a hedge, depending on the nature of the hedge, changes in the fair value of the instrument either will be offset against the change in fair value of the hedged assets, liabilities or firm commitments through earnings, or be recognized in other comprehensive income (loss) until the hedged item is recognized in earnings. ~~The ineffective portion of an instrument’s change in fair value is recognized immediately.~~

Further, we hold certain positions, primarily in grain and livestock futures that either do not meet the criteria for hedge accounting or are not designated as hedges. With the exception of normal purchases and normal sales that are expected to result in physical delivery, we record these positions at fair value, and the unrealized gains and losses are reported in earnings at each reporting date.

The sensitivity analyses presented below are the measures of potential changes in fair value resulting from hypothetical changes in market prices related to commodities. Sensitivity analyses do not consider the actions we may take to mitigate our exposure to changes, nor do they consider the effects such hypothetical adverse changes may have on overall economic activity. Actual changes in market prices may differ from hypothetical changes.

Commodities Risk

We purchase certain commodities, such as grains and livestock, during normal operations. As part of our commodity risk management activities, we use derivative financial instruments, primarily forwards and options, to reduce the effect of changing prices and as a mechanism to procure the underlying commodity. However, as the commodities underlying our derivative financial instruments can experience significant price fluctuations, any requirement to mark-to-market the positions that have not been designated or do not qualify as hedges could result in volatility in our results of operations. Contract terms of a hedge instrument closely mirror those of the hedged item providing a high degree of risk reduction and correlation. Contracts designated and highly effective at meeting this risk reduction and correlation criteria are recorded using hedge accounting. We generally do not hedge anticipated transactions beyond 18 months. The following table presents a sensitivity analysis resulting from a hypothetical change of 10% in market prices as of ~~June~~December 2928, 2024, and September 3028, ~~2023~~2024, on the fair value of open positions. The fair value of such positions is a summation of the fair values calculated for each commodity by valuing each net position at quoted forward and option prices. The market risk exposure analysis included both derivatives designated as hedge instruments and derivatives not designated as hedge instruments.

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Effect of 10% change in fair value			in millions
	June 29, 2024		September 30, 2023
	December 28, 2024		September 28, 2024
Livestock:
Live Cattle	$	1126	$	6811
Lean Hogs	1229		1024
Grain:
Corn	20		2311
Soybean Meal	1118		2216

Interest Rate Risk

At ~~June~~December 2928, 2024, we had variable rate debt of $1,~~527~~532 million with a weighted average interest rate of 6.87%. A hypothetical 10% increase in interest rates effective at ~~June~~December 2928, 2024 would increase annualized interest expense by approximately $10 million.

Additionally, changes in interest rates impact the fair value of our fixed-rate debt. At ~~June~~December 2928, 2024, we had fixed-rate debt of $98,~~494~~274 million with a weighted average interest rate of 4.78%. Market risk for fixed-rate debt is estimated as the potential increase in fair value, resulting from a hypothetical 10% decrease in interest rates. A hypothetical 10% change in interest rates would have changed the fair value of our fixed-rate debt by approximately $~~244~~257 million at ~~June~~December 2928, 2024 and $~~215~~230 million at September 3028, ~~2023~~2024. The fair values of our debt were estimated based on quoted market prices and/or published interest rates.

We are subject to interest rate risk associated with our pension and post-retirement benefit obligations. Changes in interest rates impact the liabilities associated with these benefit plans as well as the amount of income or expense recognized for these plans. Declines in the value of the plan assets could diminish the funded status of the pension plans and potentially increase the requirements to make cash contributions to these plans. See Part II, Item 8, Notes to Consolidated Financial Statements, Note 15: Pensions and Other Postretirement Benefits in our Annual Report on Form 10-K for the fiscal year ended September 3028, ~~2023~~2024, for additional information.

Foreign Currency Risk

We have foreign exchange exposure from fluctuations in foreign currency exchange rates primarily as a result of certain receivable and payable balances. The primary currencies we have exposure to are the ~~Australian dollar, the~~ Brazilian real, the British pound sterling, the Canadian dollar, the Chinese renminbi, the European euro, the Malaysian ringgit, the Mexican peso, and the Thai baht. We periodically enter into foreign exchange forward and option contracts to hedge some portion of our foreign currency exposure. A hypothetical 10% change in foreign exchange rates related to the foreign exchange forward and option contracts would have had a $2721 million and $1725 million impact on pretax income at ~~June~~December 2928, 2024, and September 3028, ~~2023~~2024 respectively.

Concentration of Credit Risk

Refer to our market risk disclosures set forth in our Annual Report filed on Form 10-K for the fiscal year ended September 3028, ~~2023~~2024, for a detailed discussion of quantitative and qualitative disclosures about concentration of credit risks.

Item 4.Controls and Procedures

Evaluation of Disclosure Controls and Procedures

An evaluation was performed, under the supervision and with the participation of management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “1934 Act”)). Based on that evaluation, the CEO and CFO have concluded that, as of ~~June~~December 2928, 2024, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1934 Act) during the quarter ended ~~June~~December 2928, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.Legal Proceedings

Refer to the description of the Broiler Antitrust Civil Litigation, the Broiler Chicken Grower ~~Investigation~~Litigation, the Pork Antitrust Litigation, the Beef Antitrust Litigation and the Wage Rate Litigation under the heading “Commitments and Contingencies” in Part I, Item 1, Notes to Consolidated Condensed Financial Statements, Note 1514: Commitments and Contingencies, which discussion is incorporated herein by reference. Other than as set forth below and in our Annual Report on Form 10-K for the fiscal year ended September 3028, ~~2023~~2024, there are no additional updates to the legal proceedings involving the Company and/or its subsidiaries.

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On June 19, 2005, the Attorney General and the Secretary of the Environment of the State of Oklahoma filed a complaint in the United States District Court for the Northern District of Oklahoma against Tyson Foods, Inc., three subsidiaries and six other poultry integrators. The complaint, which was subsequently amended, asserts a number of state and federal causes of action including, but not limited to, counts under the Comprehensive Environmental Response, Compensation, and Liability Act, Resource Conservation and Recovery Act, and state-law public nuisance theories. Oklahoma alleges that the defendants and certain contract growers who were not joined in the lawsuit polluted the surface waters, groundwater and associated drinking water supplies of the Illinois River Watershed through the land application of poultry litter. Oklahoma’s claims were narrowed through various rulings issued before and during trial and its claims for natural resource damages were dismissed by the district court in a ruling issued on July 22, 2009, which was subsequently affirmed on appeal by the Tenth Circuit Court of Appeals. A non-jury trial of the remaining claims including Oklahoma’s request for injunctive relief began on September 24, 2009. Closing arguments were held on February 11, 2010. On January 18, 2023, the district court entered Findings of Fact and Conclusions of Law in favor of the State of Oklahoma and directed the parties to confer in an attempt to reach an agreement on appropriate remedies by March 17, 2023. On March 17, 2023, the parties received a 90-day extension from the district court and continued to confer on appropriate remedies. On June 12, 2023, the ~~Court~~court ordered the parties to mediation. The parties attended an in-person mediation on October 12, 2023, but were unable to reach a resolution. Defendants subsequently filed a post-trial motion to dismiss, which the court denied on June 26, 2024. The ~~Court~~court ~~ordered~~convened an evidentiary hearing which concluded on December 17, 2024, with the parties to ~~attend~~submit apost-hearing ~~status/scheduling~~briefing ~~conference~~thereafter.

Other Matters

As of September 3028, ~~2023~~2024, we had approximately ~~139~~138,000 team members and, at any time, have various employment practices matters outstanding. In the aggregate, these matters are important to the Company, and we devote considerable resources to managing employment issues. Additionally, we are subject to other lawsuits, investigations and claims (some of which involve substantial amounts) arising out of the conduct of our business. While the ultimate results of these matters cannot be determined, they are not expected to have a material adverse effect on our consolidated results of operations or financial position.

Item 1A.Risk Factors

Our business is subject to a variety of risks and uncertainties. These risks are described in this Quarterly Report on Form 10-Q and elsewhere in our other filings with the SEC, including Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 3028, ~~2023~~2024. The risks identified in such reports have not changed in any material respect.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

The table below provides information regarding our purchases of Class A stock during the three months ended ~~June~~December 2928, 2024.

Period	Total Number of Shares Purchased (2)	AveragePrice Paidper Share		Total Number of SharesPurchased as Part ofPublicly AnnouncedPlans or Programs (3)	Maximum Number ofShares that May Yet BePurchased Under the Plansor Programs (1)
March 31, 2024 to April 27, 2024	107,484	$	59.08	—	7,301,400
September 29, 2024 - October 26, 2024	6,702	$	59.09	—	7,301,400
April 28, 2024 to June 1, 2024	103,213	60.19		—	7,301,400
October 27, 2024 - November 30, 2024	240,506	61.51		—	7,301,400
June 2, 2024 to June 29, 2024	4,422	56.08		—	7,301,400
December 1, 2024 - December 28, 2024	3,423	60.69		—	7,301,400
Total	~~215~~250,~~119~~631	$	5961.5544	—	7,301,400

(1)On February 7, 2003, we announced that our Board of Directors had approved a program to repurchase up to 25 million shares of outstanding Class A common stock from time to time in open market or privately negotiated transactions. On May 3, 2012, our Board of Directors approved an additional 35 million shares, on January 30, 2014, our Board of Directors approved an additional 25 million shares and on February 4, 2016, our Board of Directors approved an additional 50 million shares, in each case, authorized for repurchase under our share repurchase program. The program has no fixed or scheduled termination date.

(2)We purchased ~~215~~250,~~119~~631 shares during the ~~three~~period ~~months ended June 29, 2024~~ that were not made pursuant to our previously announced stock repurchase program but were purchased to fund certain Company obligations under our equity compensation plans. These transactions included 186,401 shares purchased in open market transactions and 28,718 shares withheld to cover required tax withholdings related to the vesting of restricted stock. Shares withheld to cover required tax withholdings related to the vesting of restricted stock do not reduce our total share repurchase authority.

(3)Shares purchased during the ~~three~~period ~~months ended June 29, 2024~~ pursuant to our previously announced stock repurchase program.

Item 3.Defaults Upon Senior Securities

None.

Item 4.Mine Safety Disclosures

Not Applicable.

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Item 5.Other Information

~~Effective~~On ~~August~~January 129, ~~2024~~2025, the Company ~~amended~~used (cash on hand to repay all outstanding obligations under the ~~“CEO~~Company’s ~~Employment~~Term Loan Agreement, ~~Amendment”)~~dated ~~its~~as ~~employment~~of ~~agreement~~May 3, 2023 (the “~~CEO~~Term ~~Employment~~Loan Agreement”), ~~dated~~with ~~June~~the 2lenders from time to time party thereto, ~~2021~~Bank of America, ~~with~~N.A., ~~Donnie~~as ~~King~~administrative agent, and BofA Securities, Inc., as lead arranger, pursuant to which there was a $750 million term loan outstanding. Upon the repayment in full of all outstanding obligations thereunder, the Term Loan Agreement and all commitments thereunder were terminated. The Term Loan Agreement was previously described in Item 5 of the Company’s ~~President~~Quarterly ~~and~~Report ~~Chief~~on ~~Executive~~Form ~~Officer~~10-Q filed on May 8, 2023, which description is hereby incorporated by reference.

The CEO Employment Agreement Amendment provides, among other things, that Mr. King’s term of employment shall continue until December 31, 2027 unless otherwise renewed or terminated. The CEO Employment Agreement Amendment also provides for an additional equity award of $5 million of restricted stock units and $5 million of performance stock units, which will vest on the third anniversary of the grant date, as determined by the Compensation and Leadership Development Committee. If Mr. King is terminated by the Company without cause or if he terminates his employment for good reason (each as defined in the CEO Employment Agreement, as amended), any outstanding equity awards vest fully per their original vesting schedules, and in addition, the Company will pay Mr. King the equivalent of his base salary and target annual incentive plan payments, in accordance with the Company’s regular payment schedule, until December 31, 2027. If Mr. King is terminated without cause or if he terminates his employment for good reason, the Company will establish a retiree health reimbursement arrangement on his behalf and will continue to permit personal use of Company-owned aircraft for the period of any post-employment service as a member of the Company’s Board of Directors. Under the amended terms, the expiration or non-renewal of the CEO Employment Agreement would be considered an involuntary termination without cause.

The foregoing summary of the CEO Employment Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment, a copy of which is filed as Exhibit 10.1, and is incorporated herein by reference.

On August 1, 2024, Mikel Durham, a member of the Company’s Board of Directors, notified the Company of her resignation, effective August 9, 2024. A copy of the letter of resignation is furnished as Exhibit 99.1, which shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. It may only be incorporated by reference into another filing under the Securities Exchange Act of 1934 or the Securities Act of 1933, as amended, if such subsequent filing specifically references Exhibit 99.1 on this Form 10-Q.

Director and Officer Trading Arrangements

None of the Company's directors or executive officers adopted, ~~modified,~~ or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company's quarter ended ~~June~~December 2928, 2024.

Item 6.Exhibits

The Exhibit Index below contains a list of exhibits filed or furnished with this Form 10-Q.

ExhibitNo.

Exhibit Description

10.1

***

~~Amendment~~Form toof ~~the~~Restricted ~~Employment~~Stock Units – Stock Incentive Award Agreement, effective asNovember ~~of August 1~~17, 2024, bypursuant ~~and~~to ~~between~~which restricted stock unit awards are granted under the ~~Company~~Tyson ~~and~~Foods, ~~Donnie~~Inc. ~~King~~Stock Incentive Plan.

10.2

***

Form of Restricted Stock Units (Non-US) – Stock Incentive Award Agreement, effective November 17, 2024, pursuant to which restricted stock unit awards are granted under the Tyson Foods, Inc. Stock Incentive Plan.

10.3

***

Form of Restricted Stock Units (2-year graded vesting) – Stock Incentive Award Agreement, effective November 17, 2024, pursuant to which restricted stock unit awards are granted under the Tyson Foods, Inc. Stock Incentive Plan.

10.4

***

Form of Restricted Stock Units (3-year graded vesting) – Stock Incentive Award Agreement, effective November 17, 2024, pursuant to which restricted stock unit awards are granted under the Tyson Foods, Inc. Stock Incentive Plan.

10.5

***

Form of Restricted Stock Units (CEO) – Stock Incentive Award Agreement, effective November 17, 2024, pursuant to which restricted stock unit awards are granted under the Tyson Foods, Inc. Stock Incentive Plan.

10.6

***

Form of Performance Shares (Adjusted EBITDA – CEO) – Stock Incentive Award Agreement, effective November 17, 2024, pursuant to which performance share awards are granted under the Tyson Foods, Inc. Stock Incentive Plan.

10.7

***

Form of Performance Shares (Operating Income) – Stock Incentive Award Agreement, effective November 17, 2024, pursuant to which performance share awards are granted under the Tyson Foods, Inc. Stock Incentive Plan.

10.8

***

Form of Performance Shares (rTSR) – Stock Incentive Award Agreement, effective November 17, 2024, pursuant to which performance share awards are granted under the Tyson Foods, Inc. Stock Incentive Plan.

10.9

***

Form of Stock Options (3-year graded vesting) – Stock Incentive Award Agreement, effective November 17, 2024, pursuant to which stock option awards are granted under the Tyson Foods, Inc. Stock Incentive Plan.

10.10

***

Form of Restricted Stock Units (Chairman) – Stock Incentive Award Agreement, effective November 17, 2024, pursuant to which restricted stock unit awards are granted under the Tyson Foods, Inc. Stock Incentive Plan.

10.11

***

Form of Deferred Restricted Stock Units (Non-Employee) – Stock Incentive Award Agreement, effective November 17, 2024, pursuant to which deferred restricted stock units are granted under the Tyson Foods, Inc. Stock Incentive Plan.

10.12

***

Amended and Restated Executive Savings Plan, effective January 1, 2025.

10.13

***

Retention Agreement, dated February 9, 2024, between the Company and Wes Morris.

31.1

Certification of Chief Executive Officer pursuant to SEC Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Chief Financial Officer pursuant to SEC Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

***

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

***

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.1

***

Letter of resignation as a member of the Board of Directors, dated August 1, 2024, from Mikel A. Durham.

101

The following information from our Quarterly Report on Form 10-Q for the quarter ended December 28, 2024, formatted in iXBRL (inline eXtensible Business Reporting Language): (i) Consolidated Condensed Statements of Income, (ii) Consolidated Condensed Statements of Comprehensive Income, (iii) Consolidated Condensed Balance Sheets, (iv) Consolidated Condensed Statements of Shareholders' Equity, (v) Consolidated Condensed Statements of Cash Flows, and (vi) the Notes to Consolidated Condensed Financial Statements.

101

The following information from our Quarterly Report on Form 10-Q for the quarter ended June 29, 2024, formatted in iXBRL (inline eXtensible Business Reporting Language): (i) Consolidated Condensed Statements of Income, (ii) Consolidated Condensed Statements of Comprehensive Income, (iii) Consolidated Condensed Balance Sheets, (iv) Consolidated Condensed Statements of Shareholders' Equity, (v) Consolidated Condensed Statements of Cash Flows, and (vi) the Notes to Consolidated Condensed Financial Statements.

104

Cover Page Interactive Data File formatted in iXBRL.

Indicates a management contract or compensatory plan or arrangement.

Filed herewith

***

Furnished herewith

4437

104

Cover Page Interactive Data File formatted in iXBRL.

Indicates a management contract or compensatory plan or arrangement.

Filed herewith

***

Furnished herewith

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.

	TYSON FOODS, INC.
Date: August 5, 2024		/s/ Curt T. Calaway
Date: February 3, 2025		/s/ Curt T. Calaway
		Curt T. Calaway
		interim Chief Financial Officer
		Chief Financial Officer
Date: August 5, 2024		/s/ Lori J. Bondar
Date: February 3, 2025		/s/ Lori J. Bondar
		Lori J. Bondar
		Senior Vice President and Chief Accounting Officer

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