What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2022-11-14 compared with 2021-11-15 · 171 added, 202 removed, 1294 unchanged (22% of the section changed)

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Accumulated other comprehensive gain (loss) ( 297 ) ( 172 )

Treasury stock, at cost – 83 million shares at October 2, 2021 and October 3, 2020 ( 4,138 ) ( 4,145 )

Treasury stock, at cost – 88 million shares at October 1, 2022 and 83 million shares at October 2, 2021 ( 4,683 ) ( 4,138 )

Total Tyson Shareholders’ Equity 19,702 17,723

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Distributions to noncontrolling interest ( 11 ) ( 8 ) ( 13 )

Business combination and other ( 6 ) ( 9 ) 126

Currency translation and other ( 22 ) ( 6 ) ( 9 )

Total Equity Attributable to Noncontrolling Interests $ 109 $ 131 $ 132

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Deferred income taxes 264 ( 125 ) 18

Gain on dispositions of businesses ( 784 ) — ( 17 )

Gain on disposition of business — ( 784 ) —

Impairment of assets 34 60 48

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Proceeds from sale of marketable securities 34 70 87

Acquisitions, net of cash acquired — — ( 2,462 )

Proceeds from sale of businesses — 1,188 29

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Other, net ( 6 ) ( 22 ) ( 18 )

Cash Provided by (Used for) Financing Activities ( 2,731 ) ( 1,468 ) 1,171

Cash Used for Financing Activities ( 2,323 ) ( 2,731 ) ( 1,468 )

Effect of Exchange Rate Change on Cash ( 35 ) 4 ( 1 )

Increase in Cash and Cash Equivalents and Restricted Cash 1,171 982 214

(Decrease) Increase in Cash and Cash Equivalents and Restricted Cash ( 1,606 ) 1,171 982

Cash and Cash Equivalents and Restricted Cash at Beginning of Year 2,637 1,466 484

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Founded in 1935 by John W.

Tyson and grown under three generations of family leadership, the Company has a broad portfolio of products and brands including Tyson®, Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, Aidells®, ibp® and State Fair®.

Tyson and grown under four generations of family leadership, the Company has a broad portfolio of products and brands including Tyson®, Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, Aidells®, ibp® and State Fair®.

We innovate continually to make protein more sustainable, tailor food for everywhere it’s available and raise the world’s expectations for how much good food can do.

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Recoverability is assessed using undiscounted cash flows based on historical results and current projections of earnings before interest, taxes, depreciation and amortization.

We measure impairment as the excess of carrying value over the fair value of the definite life intangible asset.

We measure impairment as the excess of carrying value over the fair value of the definite life intangible asset group.

We use various valuation techniques to estimate fair value, with the primary techniques being discounted cash flows, relief-from-royalty and multi-period excess earnings valuation approaches, which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy.

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During fiscal 2022, 2021 and 2020, we determined none of our material reporting units’ fair values were below its carrying value.

All of our material reporting units’ estimated fair value exceeded their carrying value by more than 20 % at the date of their most recent estimated fair value determination, other than our Chicken segment reporting units and International reporting units with goodwill totaling $ 3.3 billion and $ 0.2 billion, respectively, at October 2, 2021.

All of our material reporting units’ estimated fair value exceeded their carrying value by more than 20 % at the date of their most recent estimated fair value determination, other than one of our Chicken segment reporting units and two of our International reporting units with goodwill totaling $ 0.6 billion and $ 0.2 billion, respectively, at October 1, 2022.

For our indefinite life intangible assets, a qualitative assessment can also be performed to determine whether the existence of events and circumstances indicates it is more likely than not an intangible asset is impaired.

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Total other current liabilities $ 2,371 $ 3,033

(a) As of October 2, 2021, $ 127 million of funds held in an escrow account for litigation settlements was included as restricted cash within Other current assets in the Consolidated Balance Sheets.

As of October 3, 2020, no restricted cash was included within Other current assets in the Consolidated Balance Sheets

(a) $ 127 million of funds held in an escrow account for litigation settlements were included as restricted cash within Other current assets in the Consolidated Balance Sheet as of October 2, 2021 and no funds were held in the escrow account as of October 1, 2022.

Defined Benefit Plans

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Derivative Financial Instruments

We purchase certain commodities, such as grains and livestock in the course of normal operations.

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 futures and options, to reduce our exposure to various market risks related to these purchases, as well as to changes in foreign currency exchange and interest rates.

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Actual results could differ from those estimates.

Risks and Uncertainties

We have considered the impact of the global novel coronavirus pandemic (“COVID-19” or “pandemic”) on our consolidated financial statements.

In addition to the COVID-19 impacts already experienced, there likely will be future impacts, the extent of which is uncertain and largely subject to whether the severity worsens or duration lengthens.

These impacts could include but may not be limited to risks and uncertainty related to worker availability, our ability to operate production facilities, demand-driven production facility idling, shifts in demand between sales channels and market volatility in our supply chain.

Consequently, this may subject us to future risk of material goodwill, intangible and long-lived asset impairments, increased allowance for credit losses, and adjustments for inventory and market volatility for items subject to fair value measurements such as derivatives and investments.

Recently Issued Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued guidance that simplifies the accounting for debt with conversion options, revises the criteria for applying the derivative scope exception for contracts in an entity’s own equity, and improves the consistency for the calculation of earnings per share.

The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2021, our fiscal 2023.

Early adoption is permitted for annual periods and interim periods within those annual periods beginning after December 15, 2020, our fiscal 2022.

We early adopted this guidance as of the beginning of the first quarter of fiscal 2022 and it did not have an 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 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 are currently evaluating the impact this guidance will have on our consolidated financial statements.

In March 2020, the FASB issued guidance providing optional expedients and exceptions to account for the effects of reference rate reform to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued.

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The Company has various contracts that reference LIBOR and is assessing how this standard may be applied to specific contract modifications through December 31, 2022.

In December 2019, the FASB issued guidance that simplifies the accounting for income taxes by removing certain exceptions to general principles in Topic 740 and clarifies other general principles by adding certain requirements to Topic 740.

The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2020, our fiscal 2022.

We adopted this guidance as of the beginning of the first quarter of fiscal 2022, and it did not have an impact on our consolidated financial statements.

CHANGES IN ACCOUNTING PRINCIPLES

In June 2016, the FASB issued guidance that provides more decision-useful information about the expected credit losses on financial instruments and changes the loss impairment methodology.

In August 2020, the FASB issued guidance that simplifies the accounting for debt with conversion options, revises the criteria for applying the derivative scope exception for contracts in an entity’s own equity and improves the consistency for the calculation of earnings per share.

The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2021, our fiscal 2023.

For available-for-sale debt securities previously impaired, the amendments should be applied prospectively;

otherwise, the modified-retrospective transition method should be applied.

We adopted this guidance in the first quarter of fiscal 2021 using the modified retrospective transition method.

Prior periods were not adjusted and, based on our implementation assessment, no cumulative-effect adjustment was made to the opening balance of retained earnings.

The adoption of this standard did not have a material impact on our consolidated financial statements.

For further description of our policies for accounts receivable and investments refer to Note 1:

Business and Summary of Significant Accounting Policies and to Note 14:

Fair Value Measurements for available-for-sale debt securities.

Early adoption is permitted for annual periods and interim periods within those annual periods beginning after December 15, 2020, our fiscal 2022.

We elected to early adopt this guidance beginning in the first quarter of fiscal 2022 and it did not have an impact on our consolidated financial statements.

The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2020, our fiscal 2022.

We adopted this guidance in the first quarter of fiscal 2022 and it did not have an impact on our consolidated financial statements.

ACQUISITIONS AND DISPOSITIONS

In the fourth quarter of fiscal 2022, we acquired a 35 % minority interest in a South American-based fully integrated poultry company for approximately $ 100 million.

We are accounting for the investment under the equity method.

On November 1, 2022, we completed the acquisition of a Saudi Arabia-based Tanmiah Food Company, through which we will acquire a 60 % equity stake in Supreme Foods Processing Company, a producer and distributor of value-added and cooked chicken and beef products, and a 15 % equity stake in Agricultural Development Company, a fully integrated poultry company, for a total purchase price of approximately $ 70 million.

In the third quarter of fiscal 2021, we acquired a 49 % minority interest in a Malaysian producer of feed and poultry products for $ 44 million in addition to future contingent payments of up to approximately $ 65 million.

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We are accounting for both of these investments under the equity method.

On June 3, 2019, we acquired the Thai and European operations of BRF S.A.

("Thai and European operations") for $ 326 million, net of cash acquired, subject to certain adjustments, as a part of our growth strategy to expand offerings of value-added protein in global markets.

Its results, subsequent to the acquisition closing, are included in International/Other for segment presentation.

The purchase price allocation included $ 262 million of net working capital, including $ 56 million of cash acquired, $ 89 million of Property, Plant and Equipment, $ 47 million of Goodwill, $ 23 million of Intangible Assets, $ 24 million of Other Liabilities, $ 8 million of Deferred Income Taxes and $ 7 million of Noncontrolling Interest.

Intangible Assets included customer relationships which will be amortized over a life of 7 years.

We do not expect the goodwill to be deductible for income tax purposes.

During fiscal 2020, we recorded measurement period adjustments, which increased Goodwill by $ 46 million, including a reduction to net working capital of $ 45 million, a reduction to Property, Plant and Equipment of $ 4 million, and a decrease in Deferred Income Taxes of $ 3 million.

On November 30, 2018, we acquired all of the outstanding common stock of MFG (USA) Holdings, Inc.

and McKey Luxembourg Holdings S.à.r.l.

(“Keystone Foods”) from Marfrig Global Foods ("Marfrig") for $ 2.3 billion in cash, subject to certain adjustments.

The acquisition was accounted for using the acquisition method of accounting and the results of Keystone Foods' domestic and international results, subsequent to the acquisition closing, are included in our Chicken segment and International/Other, respectively.

The following table summarizes the purchase price allocation for Keystone Foods and fair values of the assets acquired and liabilities assumed at the acquisition date (in millions):

Cash and cash equivalents $ 186

Accounts receivable 106

Inventories 257

Other current assets 34

Property, Plant and Equipment 676

Goodwill 1,120

Intangible Assets 659

Other Assets 28

Current debt ( 73 )

Accounts payable ( 208 )

Other current liabilities ( 99 )

Long-Term Debt ( 113 )

Deferred Income Taxes ( 177 )

Other Liabilities ( 8 )

Noncontrolling Interests ( 122 )

Net assets acquired $ 2,266

The fair value of identifiable intangible assets primarily consisted of customer relationships with a weighted average life of 25 years.

As a result of the acquisition, we recognized a total of $ 1,120 million of goodwill.

The purchase price was assigned to assets acquired and liabilities assumed based on their estimated fair values as of the date of acquisition, and any excess was allocated to goodwill, as shown in the table above.

Goodwill represents the value we expect to achieve through the implementation of operational synergies and growth opportunities.

We allocated goodwill to our segments using the acquisition method approach.

This resulted in $ 779 million and $ 341 million of goodwill allocated to our Chicken segment and International/Other, respectively.

We do not expect the goodwill to be deductible for income tax purposes.

We used various valuation techniques to determine fair value, with the primary techniques being discounted cash flow, relief-from-royalty, market pricing multiple and multi-period excess earnings valuation approaches, which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy.

Under these valuation approaches, we are required to make estimates and assumptions about sales growth, operating margins, attrition rates, royalty rates, EBITDA multiples, and discount rates based on budgets, business plans, economic projections, anticipated future cash flows and marketplace data.

In the second quarter of fiscal 2021, we initiated a plan to sell our pet treats business, which was included in our Prepared Foods segment.

We completed the sale of this business on July 6, 2021 for $ 1.2 billion, subject to certain adjustments.

As a result of the sale, we recorded a pretax gain of $ 784 million, or post tax gain of $ 510 million, which is reflected in Cost of Sales in our Consolidated Statement of Income for our fiscal 2021.

We completed the sale of our pet treats business, which was included in our Prepared Foods segment, on July 6, 2021 for $ 1.2 billion, subject to certain adjustments.

As a result of the sale, we recorded a pretax gain of $ 784 million, or post tax gain of $ 510 million, which was reflected in Cost of Sales in our Consolidated Statement of Income for our fiscal 2021.

The business had a net carrying value of $ 411 million which included $ 44 million of working capital consisting of inventory, accounts receivable and accounts payable, $ 17 million of property, plant and equipment and $ 350 million of goodwill.

The goodwill is not deductible for tax purposes.

The goodwill was not deductible for tax purposes.

The Company concluded the business was not a significant disposal and did not represent a strategic shift, and therefore was not classified as a discontinued operation for any of the periods presented .

We completed the sale of a chicken further processing facility acquired during the Keystone Foods acquisition on August 31, 2019 for $ 170 million net proceeds, which did not result in a significant gain or loss.

PROPERTY, PLANT AND EQUIPMENT

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Net property, plant and equipment $ 8,685 $ 7,837

Approximately $ 2,337 million will be necessary to complete buildings and equipment under construction at October 2, 2021.

GOODWILL AND INTANGIBLE ASSETS

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Foods International/Other Unallocated Consolidated

Balance at September 28, 2019

Goodwill $ 1,236 $ 423 $ 3,274 $ 6,134 $ 394 $ — $ 11,461

Accumulated impairment losses ( 560 ) — — — ( 57 ) — ( 617 )

Balance at October 3, 2020 (a)

$ 676 $ 423 $ 3,274 $ 6,134 $ 392 $ — $ 10,899

Fiscal 2021 Activity:

Measurement period adjustments $ — $ — $ — $ — $ 46 $ — $ 46

Currency translation and other — — — — 9 — 9

Balance at October 03, 2020

Goodwill 1,236 423 3,274 6,134 449 — 11,516

Accumulated impairment losses ( 560 ) — — — ( 57 ) — ( 617 )

Sale of pet treats business — — — ( 350 ) — — ( 350 )

Balance at October 2, 2021 (a)

$ 676 $ 423 $ 3,274 $ 5,784 $ 392 $ — $ 10,549

Fiscal 2022 Activity:

Sale of pet treats business $ — $ — $ — $ ( 350 ) $ — $ — $ ( 350 )

Balance at October 02, 2021

Goodwill 1,236 423 3,274 5,784 449 — 11,166

Accumulated impairment losses ( 560 ) — — — ( 57 ) — ( 617 )

Currency translation — — ( 1 ) — ( 35 ) — ( 36 )

Balance at October 1, 2022 (a)

$ 676 $ 423 $ 3,273 $ 5,784 $ 357 $ — $ 10,513

(a) Included in goodwill as of October 1, 2022, October 2, 2021 and October 3, 2020, are accumulated impairment losses of $ 560 million in Beef and $ 57 million in International/Other.

The following table reflects intangible assets by type at October 1, 2022, and October 2, 2021 (in millions):

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(b) Variable lease costs are determined based on volume of output received, flocks placed or other performance metrics.

Prior to the adoption of ASC 842, total rentals approximated $ 220 million in fiscal 2019.

Other operating lease information includes the following:

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RESTRUCTURING AND RELATED CHARGES

In the first quarter of fiscal 2020, the Company approved a restructuring program (the “2020 Program”), which is expected to contribute to the Company’s overall strategy of financial fitness through the elimination of overhead and consolidation of certain enterprise functions.

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.

In conjunction with the 2022 Program, the Company plans to bring together all its corporate team members from the Chicago, Downers Grove and Dakota Dunes area corporate locations to its world headquarters in Springdale, Arkansas, through a phased relocation commencing in early calendar year 2023.

We anticipate the 2022 Program and associated expenses will be substantially complete in our fiscal 2025.

The following table reflects the total pretax anticipated expenses associated with the 2022 Program (in millions):

Beef Pork Chicken Prepared Foods International/Other Total

Severance costs $ 24 $ 9 $ 7 $ 52 $ 8 $ 100

Relocation and related costs 37 16 — 63 1 117

Accelerated depreciation 9 4 1 18 — 32

Contract and lease terminations — — — 31 — 31

Professional and other fees 4 1 — 7 1 13

Total 2022 Program $ 74 $ 30 $ 8 $ 171 $ 10 $ 293

Restructuring costs include severance expenses, and related charges include costs 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 $ 50 million and $ 243 million of the total pretax anticipated expense will be recorded in Cost of Sales and Selling, General and Administrative, respectively, in our Consolidated Statements of Income.

Included in the table above are $ 264 million of charges that have resulted or will result in cash outflows and $ 29 million in non-cash charges.

The following table reflects the pretax impact of the 2022 Program’s restructuring and related charges during fiscal 2022, which is also the cumulative costs since the inception of the plan, by reportable segment (in millions):

Beef Pork Chicken Prepared Foods International/Other Total

Severance costs $ 16 $ 5 $ 6 $ 36 $ 3 $ 66

Relocation and related costs — — — — — —

Accelerated depreciation — — — — — —

Contract and lease terminations — — — — — —

Professional and other fees — — — — — —

Total 2022 Program charges to date $ 16 $ 5 $ 6 $ 36 $ 3 $ 66

During fiscal 2022, we recorded restructuring and related charges associated with the 2022 Program of $ 18 million and $ 48 million in Cost of Sales and Selling, General and Administrative, respectively, in our Consolidated Statements of Income.

Included in the above results are $ 66 million of charges that have resulted or will result in cash outflows and no non-cash charges.

The following table reflects our liability related to the 2022 Program, which was recognized in other current liabilities in our Consolidated Balance sheet as of October 1, 2022 (in millions):

Balance as of October 2, 2021 Restructuring Expense Payments Changes in Estimates Balance at October 1, 2022

Severance costs $ — $ 66 $ — $ — $ 66

Relocation and related costs — — — — —

Contract and lease terminations — — — — —

Professional and other fees — — — — —

Total $ — $ 66 $ — $ — $ 66

In the first quarter of fiscal 2020, the Company approved a restructuring program (the “2020 Program”) to contribute to the Company’s overall strategy of financial fitness through the elimination of overhead and consolidation of certain enterprise functions.

We recognized $ 60 million of cumulative pretax charges in fiscal 2020 associated with the 2020 Program consisting of severance and employee related costs.

In the fourth quarter of fiscal 2017, our Board of Directors approved a multi-year restructuring program (the “2017 Program”), which contributed to the Company’s overall strategy of financial fitness through increased operational effectiveness and overhead reduction.

The 2017 Program resulted in cumulative pretax charges of $ 267 million which consisted of $ 117 million incremental costs to implement new technology and accelerated depreciation of technology assets, $ 53 million severance and employee related costs, $ 72 million technology impairment, and $ 25 million for contract termination costs.

The 2017 Program concluded in fiscal 2020.

We recognized no restructuring and related charges in fiscal 2021.

During fiscal 2020 we recognized restructuring and related charges of $ 77 million, consisting of $ 60 million of severance and team member related costs from the 2020 Program and $ 17 million of incremental costs to implement new technology from the 2017 Program.

For fiscal 2020, we recorded $ 17 million in Cost of Sales from the 2020 Program, and we recorded $ 60 million in Selling, General and Administrative in our Consolidated Statements of Income, of which $ 43 million was related to the 2020 Program and $ 17 million was related to the 2017 Program.

For fiscal 2019 the restructuring and related charges related to the 2017 Program consisted of $ 41 million of incremental costs to implement new technology and accelerated depreciation of technology assets.

These costs were recorded in Selling, General and Administrative in our Consolidated Statements of Income.

The following table reflects the pretax impact of restructuring and related charges during fiscal 2021, 2020 and 2019 and the charges to date, by reportable segment (in millions):

2021 2020 2019 Total charges to date

Beef $ — $ 9 $ 1 $ 22

Chicken — 34 21 141

Prepared Foods — 28 18 152

International/Other — 3 — 4

Total restructuring and related charges, pretax $ — $ 77 $ 41 $ 327

The 2020 Program was completed in fiscal 2022, and there was no significant activity in fiscal 2022 or fiscal 2021 and no remaining liabilities associated with this plan.

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

Our restructuring liability was $ 5 million at October 2, 2021 and $ 37 million at October 3, 2020.

The change in the restructuring liability was primarily due to payments of $ 32 million during fiscal 2021.

The following table reflects major components of debt as of October 1, 2022, and October 2, 2021 (in millions):

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Senior notes:

2.25% Notes due August 2021 — 500

4.50% Senior notes due June 2022 — 1,000

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Discount on senior notes ( 39 ) ( 42 )

Term Loan facilities — 1,500

Other 175 212

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Revolving Credit Facility and Letters of Credit

In September 2021, we amended our existing credit facility which, among other things, increased our line of credit from $ 1.75 billion to $ 2.25 billion with the option to establish incremental commitment increases of up to $ 500 million if certain conditions are met.

This revolving credit facility supports short-term funding needs and serves as a backstop to our commercial paper program.

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.

Amounts available for borrowing under this facility totaled $ 2.25 billion at October 2, 2021.

At October 2, 2021, we had no borrowings and no outstanding letters of credit issued under this facility.

At October 1, 2022, amounts available for borrowing under this facility totaled $ 2.25 billion and we had no borrowings and no outstanding letters of credit issued under this facility.

At October 1, 2022 we had $ 97 million of bilateral letters of credit issued separately from the revolving credit facility, none of which were drawn upon.

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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.

In November 2022, we entered into an amendment to change the reference rate from the London interbank offered rate (commonly referred to as LIBOR) to a rate based on the secured overnight financing rate (commonly referred to as SOFR).

Commercial Paper Program

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Our ability to access commercial paper in the future may be limited or its costs increased.

Term Loan Facilities

On March 27, 2020, we executed a $ 1.5 billion term loan facility to refinance our commercial paper, repay outstanding balances under our revolving credit facility and for general liquidity purposes.

In February 2021, we repaid $ 750 million of the $ 1.5 billion outstanding.

On March 22, 2021, we executed a new $ 500 million term loan facility due March 2023.

The Company used the proceeds of the new term loan, together with $ 250 million in cash on hand, to repay in full the remaining $ 750 million outstanding under the Company's existing $ 1.5 billion term loan facility due March 2022.

On September 30, 2021, the Company used cash on hand to repay in full the $ 500 million term loan facility due March 2023.

August 2021 Notes

On July 23, 2021, we redeemed the $ 500 million outstanding balance of the Senior Notes due August 2021 using cash on hand.

June 2022 Notes

On March 15, 2022, we redeemed the $ 1 billion outstanding balance of the Senior Notes due June 2022 using cash on hand.

Debt Covenants

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Holders of Class B stock are entitled to 10 votes per share, while holders of Class A stock are entitled to one vote per share on matters submitted to shareholders for approval.

As of October 2, 2021, Tyson Limited Partnership (the “TLP”) owned 99.985 % of the outstanding shares of Class B stock and the TLP and members of the Tyson family owned, in the aggregate, 2.28 % of the outstanding shares of Class A stock, giving them, collectively, control of approximately 71.04 % of the total voting power of the outstanding voting stock.

As of October 1, 2022, TLP owned 99.985 % of the outstanding shares of Class B stock and the TLP and members of the Tyson family owned, in the aggregate, 2.27 % of the outstanding shares of Class A stock, giving them, collectively, control of approximately 71.15 % of the total voting power of the outstanding voting stock.

The Class B stock is considered a participating security requiring the use of the two-class method for the computation of basic earnings per share.

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A summary of cumulative share repurchases of our Class A stock for fiscal 2022, 2021 and 2020 is as follows (in millions):

October 2, 2021 October 3, 2020 September 28, 2019

October 1, 2022 October 2, 2021 October 3, 2020

Shares Dollars Shares Dollars Shares Dollars

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State income taxes 2.0 3.3 2.9

Unrecognized tax benefits, net ( 0.4 ) ( 0.1 ) ( 6.7 )

Foreign-derived intangible income deduction ( 1.0 ) ( 1.1 ) ( 0.6 )

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21.7 % 24.3 % 22.3 %

During fiscal 2022, state tax expense, net of federal benefit, was $ 83 million, which includes $ 36 million benefit related to the remeasurement of deferred income taxes, primarily due to legislation decreasing state tax rates enacted in fiscal 2022.

The tax benefit from foreign-derived intangible income deduction was $ 42 million.

During fiscal 2021, state tax expense, net of federal benefit, was $ 135 million, and the tax benefit from foreign-derived intangible income deduction was $ 44 million.

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During fiscal 2020, state tax expense, net of federal benefit, was $ 78 million.

During fiscal 2019, changes in unrecognized tax benefits decreased tax expense by $ 160 million, and state tax expense, excluding changes in unrecognized tax benefits and net of federal tax benefit, was $ 66 million.

Approximately $ 4,025 million, $ 3,963 million and $ 2,605 million of income from continuing operations before income taxes for fiscal 2022, 2021 and 2020, respectively, were from our operations based in the United States.

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We also have tax credit carryforwards of approximately $ 52 million which expire in fiscal years 2023 through 2037.

We have accumulated undistributed earnings of foreign subsidiaries aggregating approximately $ 419 million and $ 318 million at October 2, 2021, and October 3, 2020, respectively.

We have accumulated undistributed earnings of foreign subsidiaries aggregating approximately $ 570 million at October 1, 2022.

Our undistributed earnings are generally expected to be indefinitely reinvested outside of the United States, except for excess cash (net of applicable withholding taxes) not subject to regulatory requirements.

Dividends after December 31, 2017 from foreign subsidiaries are generally not subject to U.S.

federal income taxes.

As a result, our intention is that excess cash held by our foreign subsidiaries that is not subject to regulatory restrictions will be repatriated net of applicable withholding taxes which are expected to be immaterial.

The remainder of accumulated undistributed earnings are expected to be indefinitely reinvested outside of the United States.

If these earnings were distributed in the form of dividends or otherwise, we could be subject to state income taxes and withholding taxes payable to various foreign countries.

Due to the uncertainty of the manner in which the undistributed earnings would be brought back to the United States and the tax laws in effect at that time, it is not currently practicable to estimate the tax liability that might be payable on the repatriation of these foreign earnings;

Accordingly, no deferred income taxes have been provided on these earnings, and due to the uncertainty of the manner in which the outside basis difference associated with these earnings would reverse, it is not currently practicable to estimate the tax liability that might be payable on the repatriation of these foreign earnings;

however, we do not expect any tax due to be material.

The following table summarizes the activity related to our gross unrecognized tax benefits at October 2, 2021, October 3, 2020, and September 28, 2019 (in millions):

The following table summarizes the activity related to our gross unrecognized tax benefits at October 1, 2022, October 2, 2021, and October 3, 2020 (in millions):

2022 2021 2020

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At October 1, 2022, and October 2, 2021, before tax benefits, we had $ 47 million and $ 49 million, respectively, of accrued interest and penalties on unrecognized tax benefits.

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.

At October 1, 2022, the assessment totaled approximately $ 411 million ( 8.3 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.

As of October 1, 2022, certain United States federal income tax returns are subject to examination for fiscal years 2013 through 2021.

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We do not expect material changes to our unrecognized tax benefits during the next twelve months.

OTHER INCOME AND CHARGES

During fiscal 2019, we recognized $ 48 million of net periodic pension and postretirement benefit cost, excluding the service cost component, and pension plan settlements which were recorded in the Consolidated Statements of Income in Other, net.

We recognized $ 20 million of equity earnings in joint ventures which was also recorded in the Consolidated Statements of Income in Other, net.

Additionally, we sold an investment for $ 79 million in net proceeds resulting in a pretax gain of $ 55 million, which was recorded in the Consolidated Statements of Income in Other, net.

On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law.

The IRA made several changes to the U.S.

tax code effective after December 31, 2022, including, but not limited to, a 15% minimum tax on large corporations with average annual financial statement income of more than $1 billion for a three tax-year period and a 1% excise tax on public company stock buybacks, which will be accounted for in treasury stock.

We do not expect these changes to have a material impact on our provision for income taxes or financial statements.

EARNINGS PER SHARE

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Effect of dilutive securities:

Stock options and restricted stock 2 2 3

Stock options, restricted stock and performance units 3 2 2

Denominator for diluted earnings per share – adjusted weighted average shares and assumed conversions 363 365 365

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Consolidated Statements of Income Classification 2022 2021 2020

Sales Gain (Loss) on derivatives not designated as hedging instruments:

Commodity contracts $ — $ — $ ( 23 )

Cost of Sales Gain (Loss) on cash flow hedges reclassified from OCI to Earnings:

34 unchanged sentences

Undesignated — 154 — ( 58 ) 96

Available for sale securities:

Current — — — — —

Available for sale securities (current) — 1 — — 1

Other Assets:

Available for sale securities:

Non-current — 61 48 — 109

Available for sale securities (non-current) — 65 35 — 100

Deferred compensation assets 38 327 — — 365

10 unchanged sentences

Undesignated — 169 — ( 89 ) 80

Available for sale securities:

Current — — — — —

Available for sale securities (current) — — — — —

Other Assets:

Available for sale securities:

Non-current — 55 53 — 108

Available for sale securities (non-current) — 61 48 — 109

Deferred Compensation assets 14 397 — — 411

11 unchanged sentences

Total realized and unrealized gains (losses):

Included in earnings — —

Included in other comprehensive income (loss) ( 3 ) ( 1 )

Purchases 8 20

Issuances — —

Settlements ( 18 ) ( 24 )

32 unchanged sentences

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 in fiscal 2021 and fiscal 2020.

We recognized no direct write-offs or allowances for credit losses in earnings in fiscal 2022, 2021 or 2020.

Deferred Compensation Assets

8 unchanged sentences

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.

In fiscal 2019, we recorded a $ 41 million impairment charge related to a Prepared Foods business held for sale, due to our estimate of the business' fair value based on current expected net sales proceeds.

The impairment charge was recorded in Cost of Sales in our Consolidated Statement of Income for fiscal 2019.

Our valuation included unobservable Level 3 inputs and was based on expected sales proceeds from a competitive bidding process and ongoing discussions with potential buyers.

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.

In fiscal 2022, we recognized gains of $ 37 million in Other, net in the Consolidated Statements of Income, based upon observable price changes.

Equity investments without readily determinable fair values are measured using Level 3 inputs and are included in Other Assets in the Consolidated Balance Sheets.

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 twelve months ended October 2, 2021 and October 3, 2020.

Other Financial Instruments

53 unchanged sentences

The total intrinsic value of options exercised in fiscal 2022, 2021 and 2020, was $ 22 million, $ 20 million and $ 21 million, respectively.

Cash flows resulting from tax deductions in excess of the compensation cost of those options (excess tax deductions) are classified as financing cash flows.

We realized $ 2 million, $ 4 million and $ 14 million related to excess tax deductions during fiscal 2021, 2020 and 2019, respectively.

As of October 1, 2022, we had $ 21 million of total unrecognized compensation cost related to stock option plans that will be recognized over a weighted average period of 1.2 years.

49 unchanged sentences

PENSIONS AND OTHER POSTRETIREMENT BENEFITS

At October 2, 2021, we had four defined benefit pension plans consisting of one frozen and noncontributory funded qualified plan and three unfunded non-qualified plans.

We have four defined benefit pension plans consisting of one frozen and noncontributory funded qualified plan and three unfunded non-qualified plans.

The benefits provided under these plans are based on a formula using years of service and either a specified benefit rate or compensation level.

54 unchanged sentences

$ 2 $ 4 $ ( 13 ) $ 38 $ 8 $ 13

We had three pension plans at October 2, 2021 and four pension plans at October 3, 2020, that had an accumulated benefit obligation in excess of plan assets.

We had three pension plans at October 1, 2022, and October 2, 2021, that had an accumulated benefit obligation in excess of plan assets.

Plans with accumulated benefit obligations in excess of plan assets are as follows (in millions):

17 unchanged sentences

Recognized actuarial loss (gain), net — — — 3 4 3 ( 8 ) — 4

Recognized settlement loss (gain) — ( 112 ) 19 — — — ( 34 ) — —

Recognized settlement gain — — ( 112 ) — — — — ( 34 ) —

Net periodic benefit cost (credit) $ — $ — $ ( 115 ) $ 10 $ 11 $ 12 $ ( 2 ) $ ( 33 ) $ 1

19 unchanged sentences

The remaining two plans, with benefit obligations totaling $ 1 million and $ 3 million, at October 1, 2022, utilized assumed healthcare cost trend rates of 6.8 % and 7.5 %, respectively.

The healthcare cost trend rates for the two plans will be grading down to an ultimate rate of 4.5 % in 2027 and 2029, respectively.

Plan assets at October 2, 2021 were not significant.

The healthcare cost trend rates for the two plans will be grading down to an ultimate rate of 4.5 % in 2031.

Contributions

18 unchanged sentences

The net pension cost of the plan is equal to the annual contributions determined in accordance with the provisions of negotiated labor contracts.

Contributions to the plan were $ 1 million in fiscal 2021 and fiscal 2020.

Contributions to the plan were $ 2 million in fiscal 2022 and $ 1 million fiscal 2021.

Assets contributed to such plans are not segregated or otherwise restricted to provide benefits only to our team members.

93 unchanged sentences

The majority of our operations are domiciled in the United States.

Approximately 95 %, 95 % and 96 % of sales to external customers for fiscal 2021, 2020 and 2019, respectively, were sourced from the United States.

Approximately 95 % of sales to external customers for each of fiscal 2022, 2021 and 2020 were sourced from the United States.

Approximately $ 25.7 billion and $ 25.1 billion of long-lived assets were located in the United States at October 1, 2022, and October 2, 2021, respectively.

Excluding goodwill and intangible assets, long-lived assets located in the United States totaled approximately $ 9.5 billion and $ 8.7 billion at October 1, 2022, and October 2, 2021, respectively.

Approximately $ 1,369 million and $ 1,287 million of long-lived assets were located in foreign locations, primarily Brazil, China, the European Union, New Zealand and Thailand at October 2, 2021, and October 3, 2020, respectively.

Approximately $ 1.5 billion and $ 1.4 billion of long-lived assets were located in foreign locations, primarily Brazil, China, the European Union, New Zealand and Thailand at October 1, 2022, and October 2, 2021, respectively.

Excluding goodwill and intangible assets, long-lived assets in foreign countries totaled approximately $ 916 million and $ 745 million at October 1, 2022, and October 2, 2021, respectively.

We sell certain products in foreign markets, primarily Australia, Canada, Central America, Chile, China, the European Union, the United Kingdom, Japan, Mexico, Malaysia, the Middle East, South Korea, Taiwan and Thailand.

Our export sales from the United States totaled $ 5.8 billion, $ 4.9 billion and $ 4.0 billion for fiscal 2022, 2021 and 2020, respectively.

26 unchanged sentences

Total $ 21,909 $ 13,677 $ 6,793 $ 4,670 $ — $ 47,049

Twelve months ended September 28, 2019

Twelve months ended October 3, 2020

Foodservice (b)

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Tyson Revocable Trust (for which Mr.

John Tyson, Chairman of the Company, is a trustee), Berry Street Waste Water Treatment Plant, LP ( 90 % of which is owned by the Tyson Limited Partnership), and the sisters of Mr.

John Tyson, Chairman of the Company, is a trustee), Berry Street Waste Water Treatment Plant, LP ( 90 % of which is owned by the TLP), and the sisters of Mr.

As of October 1, 2022 and October 2, 2021, one lease was classified as a finance lease with a debt balance of $ 7 million which is primarily recognized as Long-term debt in our Consolidated Balance Sheet.

The other lease was classified as an operating lease with a lease liability balance of $ 3 million and no balance as of October 2, 2021 and October 3, 2020, respectively, which is primarily recognized within Other Liabilities in our Consolidated Balance Sheet.

The other lease was classified as an operating lease with a lease liability balance of $ 3 million as of October 1, 2022 and October 2, 2021, respectively, which is primarily recognized within Other Liabilities in our Consolidated Balance Sheet.

Total payments of approximately $ 1 million in each of fiscal 2022, 2021 and 2020 were paid to lease the facilities.

As of October 1, 2022, the TLP, of which John Tyson and director Barbara Tyson are general partners, owned 70 million shares, or 99.985 % of our outstanding Class B stock and, along with the members of the Tyson family, owned 6.7 million shares of Class A stock, giving it control of approximately 71.15 % of the total voting power of our outstanding voting stock.

In fiscal 2021, 2020 and 2019, the Company provided administrative services to the Tyson Limited Partnership, the beneficial owner of 70 million shares of Class B stock, and the Tyson Limited Partnership, through TLP Investment, L.P., reimbursed the Company $ 0.2 million in fiscal 2021 and fiscal 2020 and $ 0.3 million in fiscal 2019 .

In fiscal 2022, 2021 and 2020, the Company provided administrative services to the TLP, the beneficial owner of 70 million shares of Class B stock, and the TLP, through TLP Investment, L.P., reimbursed the Company $ 0.2 million in each of fiscal 2022, 2021 and 2020.

COMMITMENTS AND CONTINGENCIES

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 9 years, and the maximum potential amount of future payments as of October 2, 2021, was $ 11 million.

The remaining terms of the underlying obligations cover periods up to 9 years, and the maximum potential amount of future payments as of October 1, 2022, was not significant.

The likelihood of material payments under these guarantees is not considered probable.

11 unchanged sentences

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 Balance Sheets in Other Assets, and totaled $ 3 million and $ 46 million at October 2, 2021 and October 3, 2020, respectively.

These funds are generally considered restricted cash, which is reported in the Consolidated Balance Sheets in Other Assets.

We had no deposits at October 1, 2022 and $ 3 million at October 2, 2021.

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.

We immediately lease the facilities from the local government entities and have an option to repurchase 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 October 1, 2022, total amounts under these types of arrangements totaled $ 709 million.

Additionally, we enter into other purchase commitments for various items such as grains, livestock contracts and variable livestock grower commitments that are estimable, which at October 2, 2021 were (in millions):

Additionally, we enter into other purchase commitments for various items such as grains, livestock contracts and variable livestock grower commitments that are estimable and have a remaining term in excess of one year, which at October 1, 2022 were (in millions):

Purchase Obligations

2028 and beyond 109

Total $ 3,235

Contingencies

12 unchanged sentences

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 do so in the future.

On January 19, 2021, we announced that we had reached agreement to settle certain class claims related to the Broiler Antitrust Civil Litigation.

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 Plaintiff Class (collectively, the “Classes”).

Under the terms of the settlements, we have agreed to pay the Classes an aggregate amount of $ 221.5 million in settlement of all outstanding claims brought by 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, the Court granted final approval to the settlement with the Direct Purchaser Plaintiff Class.

The settlements with the putative Commercial and Institutional Indirect Purchaser Plaintiff Class and the End-User Plaintiff Class remain subject to final court approval.

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 out of the Classes in the Broiler Antitrust Civil Litigation.

4 unchanged sentences

While we do not admit any liability as part of the settlements, we believe that the settlements were in the best interests of the Company and its shareholders to avoid the uncertainty, risk, expense and distraction of protracted litigation.

In the fourth quarter of fiscal 2021, the Company reduced its total recorded legal contingency accrual by $ 80 million for amounts it had paid related to this matter in connection with the Court’s granting of the final approval to the settlement with the Direct Purchaser Plaintiff Class noted above.

Accordingly, at October 2, 2021, the legal contingency accrual for claims related to this matter was $ 465 million.

During fiscal 2022 and fiscal 2021, the Company reduced its total recorded legal contingency accrual by $ 343 million and $ 80 million, respectively, for amounts it had paid related to this matter.

Accordingly, at October 1, 2022 and October 2, 2021, the legal contingency accrual for claims related to this matter was $ 122 million and $ 465 million, respectively.

Government Investigations

3 unchanged sentences

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 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 fully cooperating with the DOJ as part of our application for leniency under the DOJ's Corporate Leniency Program.

Subsequently, the DOJ has announced indictments against additional individuals, as well as other poultry processing companies, and alleging a conspiracy to fix prices and rig bids for broiler chicken products from at least 2012 until at least early 2019.

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 fully cooperate with the DOJ, neither the Company nor any of our cooperating employees will face prosecution or criminal fines or penalties.

We continue to fully cooperate with the DOJ in connection with the ongoing federal antitrust investigation.

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 has 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.

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 Matters .

1 unchanged sentence

The complaints are based on allegations similar to those asserted in the Broiler Antitrust Civil Litigation and allege violations of state antitrust, unfair trade practice, and unjust enrichment laws.

The Company has not recorded any liability for the foregoing matters as of October 2, 2021 as it does not believe a loss is probable or reasonably estimable at this time because the proceedings are in preliminary stages.

In October 2022, we reached an agreement to settle all claims with the Washington Attorney General for $ 10.5 million for which the Company recorded an accrual in its Consolidated Financial Statements as of October 1, 2022, and on October 24, 2022, the Court entered the related consent decree resolving all claims in this matter between us and the Washington Attorney General.

While we do not admit any liability as part of the settlement, we believe that the settlement was in the best interests of the Company and its shareholders to avoid the uncertainty, risk, expense and distraction of protracted litigation.

In addition, we are cooperating with various state governmental agencies and officials, including the Offices of the Attorney 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.

6 unchanged sentences

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 for which the Company recorded an accrual in its Consolidated Financial Statements as of October 2, 2021.

On August 23, 2021, the Court granted preliminary approval of the settlement, and a final fairness hearing is scheduled for February 18, 2022.

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.

The DOJ’s Antitrust Division has opened a civil investigation into grower contracts and performance-based compensation.

We will cooperate with the investigation.

Pork Antitrust Litigation

4 unchanged sentences

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 do so in the future.

The Company has not recorded any liability for this matter as of October 2, 2021 as it does not believe a loss is probable or reasonably estimable because t he 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.

The Company has not recorded any liability for this matter as it does not believe a loss is probable or reasonably estimable 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.

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.

The Company has not recorded any liability for the foregoing matters as it does not believe a loss is probable or reasonably estimable at this time because the proceedings are in preliminary stages.

Beef Antitrust Litigation

On April 23, 2019, a putative class action complaint was filed against us and our beef and pork subsidiary, Tyson Fresh Meats, Inc., as well as other beef packer defendants, in the United States District Court for the Northern District of Illinois.

On April 23, 2019, a putative class action complaint was filed against us and our beef and pork subsidiary, Tyson Fresh Meats, Inc.

(“Tyson Fresh Meats”), as well as other beef packer defendants, in the United States District Court for the Northern District of Illinois.

The plaintiffs allege that the defendants engaged in a conspiracy from January 2015 to the present to reduce fed cattle prices in violation of federal antitrust laws, the Grain Inspection, Packers and Stockyards Act of 1921, and the Commodities Exchange Act 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.

3 unchanged sentences

On February 18, 2021, we moved to dismiss the amended complaints, and on September 14, 2021, the court granted the motion with respect to certain state law claims but denied the motion with respect to the plaintiffs’ federal antitrust claims.

The Company has not recorded any liability for this matter as of October 2, 2021 as it does not believe a loss is probable or 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.

The Company has not recorded any liability for this matter as it does not believe a loss is probable or 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 26, 2019, a putative class of indirect purchasers filed a class action complaint against us, other beef packers, and Agri Stats in the United States District Court for the District of Minnesota.

4 unchanged sentences

Additional complaints have been filed on behalf of a putative class of direct purchasers of beef containing allegations of violations of Section 1 of the Sherman Act based on an alleged conspiracy to artificially fix, raise, and stabilize the wholesale price for beef, as well as on behalf of a putative class of commercial and institutional indirect purchasers of beef containing allegations of violations of Section 1 of the Sherman Act, various state antitrust laws and unjust enrichment based on an alleged conspiracy to artificially inflate the price for beef.

On September 28, 2020, the court granted our motion to dismiss the complaint.

On December 28, 2020, the plaintiffs filed amended complaints.

On February 18, 2021, we moved to dismiss the amended complaints, and on September 23, 2021, the court granted the motion with respect to certain state law claims but denied the motion with respect to the plaintiffs’ federal antitrust claims.

On February 18, 2021, we moved to dismiss the plaintiffs’ amended complaints, and on September 23, 2021, the court granted the motion with respect to certain state law claims but denied the motion with respect to the plaintiffs’ federal antitrust claims.

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 do so in the future.

On May 22, 2020, December 23, 2020 and October 29, 2021, we received civil investigative demands ("CIDs") from DOJ's Antitrust Division.

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 Sprecht et.

Tyson, Inc., et al .

A notice of potential tag-along has been filed with the Judicial Panel on Multi-District Litigation to transfer and consolidate the case with In re Cattle and Beef Antitrust Litigation , MDL No.

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 or reasonably estimable at this time because the proceedings are in preliminary stages.

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's Antitrust Division with respect to the CIDs.

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.

We received a 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 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 and, as of August 3, 2022, the parties are litigating the issue before a New York state court.

Wage Rate Litigation

2 unchanged sentences

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 s making similar allegations were consolidated including an amended consolidated complaint containing additional allegations concerning turkey processing plants naming additional defendants.

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.

1 unchanged sentence

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 parties are now conducting discovery.

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.

In the third quarter of fiscal 2021, the Company recorded an accrual for the estimated probable losses that it expects to incur for this matter in the Company’s Consolidated Financial Statements.

There was no change to the accrual in fiscal 2022.

The DOJ’s Antitrust Division has opened a civil investigation into human resources at several poultry companies.

We are cooperating with the investigation.

Other Matters

5 unchanged sentences

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 regarding the labor arbiter’s 2004 ruling in favor of the complainants.

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 $ 253 million.

6 unchanged sentences

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 of October 2, 2021 as it does not believe a loss is probable or reasonably estimable at this time because it believes the allegations in the claims are without merit.

The Company has not recorded any liability for these matters as it does not believe a loss is probable or reasonably estimable at this time because it believes the allegations in the claims are without merit.

Report of Independent Registered Public Accounting Firm

27 unchanged sentences

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill Impairment Assessment – Chicken Segment Reporting Units

2 unchanged sentences

Management estimates the fair value of reporting units considering the use of various valuation techniques, with the primary technique being an income approach (discounted cash flow method) and another technique being a market approach (guideline public company method).

The determination of fair value using these techniques includes assumptions about sales growth, operating margins, discount rates and valuation multiples based on budgets, business plans, economic projections and marketplace data.

The determination of fair value using these techniques includes assumptions about sales growth, operating margins, discount rates and valuation multiples which consider budgets, business plans, economic projections and marketplace data.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the Chicken segment reporting units is a critical audit matter are (i) the significant judgment by management when developing the fair value measurements of the reporting units, (ii) the high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence related to management’s anticipated future cash flows and significant assumptions related to sales growth, operating margins, discount rates and valuation multiples, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

14 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data