What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2023-11-13 compared with 2022-11-14 · 362 added, 263 removed, 1202 unchanged (34% of the section changed)

2 unchanged sentences

CONSOLIDATED STATEMENTS OF INCOME

Three years ended October 1, 2022

in millions, except per share data

2022 2021 2020

fiscal year ended

September 30, 2023 October 1, 2022 October 2, 2021

Sales $ 52,881 $ 53,282 $ 47,049

2 unchanged sentences

Selling, General and Administrative 2,245 2,258 2,130

Operating Income 4,410 4,396 3,008

Goodwill Impairment 781 — —

Operating Income (Loss) ( 395 ) 4,410 4,396

Other (Income) Expense:

3 unchanged sentences

Total Other (Income) Expense 283 261 355

Income before Income Taxes 4,149 4,041 2,664

Income Tax Expense 900 981 593

Net Income 3,249 3,060 2,071

Net Income Attributable to Noncontrolling Interests 11 13 10

Net Income Attributable to Tyson $ 3,238 $ 3,047 $ 2,061

Weighted Average Shares Outstanding:

Class A Basic 290 293 293

Class B Basic 70 70 70

Diluted 363 365 365

Net Income Per Share Attributable to Tyson:

Income (Loss) before Income Taxes ( 678 ) 4,149 4,041

Income Tax Expense (Benefit) ( 29 ) 900 981

Net Income (Loss) ( 649 ) 3,249 3,060

Net Income (Loss) Attributable to Noncontrolling Interests ( 1 ) 11 13

Net Income (Loss) Attributable to Tyson $ ( 648 ) $ 3,238 $ 3,047

Net Income (Loss) Per Share Attributable to Tyson:

Class A Basic $ ( 1.87 ) $ 9.18 $ 8.57

4 unchanged sentences

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three years ended October 1, 2022

2022 2021 2020

Net Income $ 3,249 $ 3,060 $ 2,071

fiscal year ended

September 30, 2023 October 1, 2022 October 2, 2021

Net Income (Loss) $ ( 649 ) $ 3,249 $ 3,060

Other Comprehensive Income (Loss), Net of Taxes:

5 unchanged sentences

Total Other Comprehensive Income (Loss), Net of Taxes 37 ( 125 ) 7

Comprehensive Income 3,124 3,067 2,009

Comprehensive Income Attributable to Noncontrolling Interests 11 13 10

Comprehensive Income Attributable to Tyson $ 3,113 $ 3,054 $ 1,999

Comprehensive Income (Loss) ( 612 ) 3,124 3,067

Comprehensive Income (Loss) Attributable to Noncontrolling Interests ( 1 ) 11 13

Comprehensive Income (Loss) Attributable to Tyson $ ( 611 ) $ 3,113 $ 3,054

See accompanying Notes to Consolidated Financial Statements.

1 unchanged sentence

CONSOLIDATED BALANCE SHEETS

October 1, 2022, and October 2, 2021

in millions, except share and per share data

September 30, 2023 October 1, 2022

Current Assets:

26 unchanged sentences

Accumulated other comprehensive gain (loss) ( 260 ) ( 297 )

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

Treasury stock, at cost – 92 million shares at September 30, 2023 and 88 million shares at October 1, 2022 ( 4,972 ) ( 4,683 )

Total Tyson Shareholders’ Equity 18,133 19,702

5 unchanged sentences

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Three years ended October 1, 2022

2022 2021 2020

fiscal year ended

September 30, 2023 October 1, 2022 October 2, 2021

Shares Amount Shares Amount Shares Amount

9 unchanged sentences

Balance at beginning of year 20,084 17,502 15,100

Net income attributable to Tyson 3,238 3,047 2,061

Net income (loss) attributable to Tyson ( 648 ) 3,238 3,047

Dividends ( 676 ) ( 656 ) ( 645 )

12 unchanged sentences

Balance at beginning of year $ 109 $ 131 $ 132

Net income attributable to noncontrolling interests 11 13 10

Net income (loss) attributable to noncontrolling interests ( 1 ) 11 13

Distributions to noncontrolling interest ( 14 ) ( 11 ) ( 8 )

Business combinations 28 — —

Currency translation and other — ( 22 ) ( 6 )

4 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three years ended October 1, 2022

2022 2021 2020

fiscal year ended

September 30, 2023 October 1, 2022 October 2, 2021

Cash Flows From Operating Activities:

Net income $ 3,249 $ 3,060 $ 2,071

Net income (loss) $ ( 649 ) $ 3,249 $ 3,060

Adjustments to reconcile net income to cash provided by operating activities:

2 unchanged sentences

Deferred income taxes ( 183 ) 264 ( 125 )

Impairment of goodwill 781 — —

Gain on disposition of business — — ( 784 )

Impairment of assets 34 60 48

Impairments and disposals of assets 101 34 60

Stock-based compensation expense 61 93 91

12 unchanged sentences

Proceeds from sale of businesses — — 1,188

Acquisitions, net of cash acquired ( 262 ) — —

Acquisition of equity investments ( 115 ) ( 177 ) ( 44 )

4 unchanged sentences

Payments on debt ( 603 ) ( 1,191 ) ( 2,632 )

Borrowings on revolving credit facility — — 1,210

Payments on revolving credit facility — — ( 1,280 )

Proceeds from issuance of commercial paper 7,693 — —

4 unchanged sentences

Other, net ( 16 ) ( 6 ) ( 22 )

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

Cash Provided by (Used for) Financing Activities 88 ( 2,323 ) ( 2,731 )

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

18 unchanged sentences

We utilize a 52- or 53-week accounting period ending on the Saturday closest to September 30.

The Company’s accounting cycle resulted in a 52-week year for fiscal 2022 and fiscal 2021 and a 53-week year for fiscal 2020.

The Company’s accounting cycle resulted in a 52-week year for fiscal 2023, 2022 and 2021.

Cash and Cash Equivalents

4 unchanged sentences

These negative book cash balances are included in accounts payable and other current liabilities.

Checks outstanding in excess of related book cash balances totaled approximately $ 135 million and $ 120 million at October 1, 2022, and October 2, 2021, respectively.

Checks outstanding in excess of related book cash balances totaled approximately $ 125 million and $ 135 million at September 30, 2023, and October 1, 2022, respectively.

Accounts Receivable

2 unchanged sentences

We calculate this allowance based on our history of write-offs, future economic conditions, level of past due accounts, and relationships with and economic status of our customers.

At October 1, 2022, and October 2, 2021, our allowance for credit losses was $ 29 million and $ 25 million, respectively.

At September 30, 2023, and October 1, 2022, our allowance for credit losses was $ 31 million and $ 29 million, respectively.

We generally do not have collateral for our receivables, but we do periodically evaluate the credit worthiness of our customers.

1 unchanged sentence

Cost includes purchased raw materials, live purchase costs, livestock 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.

In fiscal 2022 and fiscal 2021, the cost of inventories was determined by either the first-in, first-out (“FIFO”) method or the weighted-average method.

The following table reflects the major components of inventory at October 1, 2022, and October 2, 2021 (in millions):

At September 30, 2023, the cost of inventories was determined by either the first-in, first-out (“FIFO”) method or the weighted-average method, which is consistent with the methods used at October 1, 2022.

Inventories are presented net of lower of cost or net realizable value adjustments of $145 million and $60 million as of September 30, 2023 and October 1, 2022, respectively.

The following table reflects the major components of inventory as of September 30, 2023 and October 1, 2022 (in millions):

Processed products $ 2,847 $ 3,188

23 unchanged sentences

Our goodwill is allocated by reporting unit and is 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 be more likely than not less than carrying amount, or if significant changes to macro-economic factors related to the reporting unit have occurred that could materially impact fair value, a quantitative goodwill impairment test would be required.

If it is determined, based on qualitative factors, the fair value of the reporting unit may more likely than not be less than carrying amount, or if significant changes to macro-economic factors related to the reporting unit have occurred that could materially impact fair value, a quantitative goodwill impairment test would be required.

Additionally, we can elect to forgo the qualitative assessment and perform the quantitative test.

8 unchanged sentences

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.

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 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.

During the third quarter of fiscal 2023, we experienced lower than anticipated operating results and changing market fundamentals, as well as a drop in our market capitalization to below book value.

Consequently, we performed an interim assessment of goodwill and recorded a $ 448 million goodwill impairment charge of which $ 210 million and $ 238 million was recognized in our Chicken segment and International/Other, respectively.

We performed our annual impairment assessment as of the first day of our fourth quarter in fiscal 2023, and it did not result in an additional goodwill impairment.

However, during the fourth quarter of fiscal 2023, we experienced an increase in long-term treasury rates which caused a net 50 basis point increase in the discount rates used in estimating the fair value of the reporting units, and we determined it was necessary to perform a quantitative assessment for the Beef, Pork and two Chicken segment reporting units as of September 30, 2023.

Based on this quantitative assessment, we determined that our Pork and two Chicken segment reporting units' estimated fair values exceeded their carrying values.

For the Beef reporting unit, the increased discount rate resulted in a decrease in its estimated fair value to below its carrying value.

Accordingly, we recognized a $ 333 million goodwill impairment charge to partially impair its goodwill.

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

We consider reporting units that have 20 % or less excess fair value over carrying amount to have a heightened risk of impairment.

The following reporting units' were considered at heightened risk of impairment as of the date of the most recent estimated fair value determination:

our Chicken segment reporting units, our Beef reporting unit and our Pork reporting unit with goodwill totaling $ 3.1 billion, $ 0.3 billion and $ 0.4 billion, respectively, at September 30, 2023.

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.

4 unchanged sentences

During fiscal 2023, 2022 and 2021, we determined the fair value of each of our indefinite life intangible assets exceeded its carrying value.

All of our indefinite life intangible assets’ estimated fair value exceeded their carrying value by more than 20 % at the date of their most recent estimated fair value determination.

We consider indefinite life intangible assets that have 20% or less excess fair value over carrying amount to have a heightened risk of impairment.

All of our indefinite life intangible assets’ estimated fair value exceeded their carrying value by more than 20 % at the date of their most recent estimated fair value determination, which was in the annual assessment as of the beginning of the fourth quarter of fiscal 2023, other than two of our Prepared Foods brands with carrying values of $ 0.5 billion and $ 0.3 billion as of September 30, 2023.

Our reporting units with heightened risk of future impairments with $3.8 billion carrying value at September 30, 2023, as well as the brand with $0.5 billion carrying value, as described above, all have less than 10% of excess fair value above carrying value as of the date of the most recent estimated fair value determination.

Consequently, their estimated fair values remain highly sensitive to future discount rate increases, changing macro-economic conditions and achievement of projected long-term operating margins.

Discount rates increased by approximately 50 basis points from the date of our annual impairment assessment to September 30, 2023.

Although the 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.

We determine if an agreement is or contains a lease at its inception by evaluating if an identified asset exists that we control for a period of time.

28 unchanged sentences

Under the equity method of accounting, the initial investment is recorded at cost and the investment is subsequently adjusted for its proportionate share of earnings or losses and dividends, including consideration of basis differences resulting from the difference between the initial carrying amount of the investment and the underlying equity in net assets, as applicable.

Equity method investments totaled $ 477 million and $ 350 million at October 1, 2022 and October 2, 2021, respectively.

Equity method investments totaled $ 580 million and $ 477 million at September 30, 2023 and October 1, 2022, respectively.

Investments not accounted for using the equity method do not have readily determinable fair values and do not qualify for the practical expedient to measure the investment using a net asset value per share.

16 unchanged sentences

Other Current Liabilities

Other current liabilities at October 1, 2022, and October 2, 2021, include (in millions):

Other current liabilities as of September 30, 2023 and October 1, 2022, include (in millions):

Accrued salaries, wages and benefits $ 672 $ 995

Taxes payable 156 277

Accrued current legal contingencies (a) 215 567

Accrued current legal contingencies 289 215

Other 893 884

Total other current liabilities $ 2,010 $ 2,371

(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

26 unchanged sentences

Accruals for legal proceedings are included in Other current liabilities in the Consolidated Balance Sheets.

Supplier Financing Programs

We have supplier financing programs with financial institutions, in which we agree to pay the financial institution the stated amount of confirmed invoices on the invoice due date for participating suppliers.

Participation in these programs is optional and solely up to the supplier, who negotiates the terms of the arrangement directly with the financial institution and may allow early payment.

Supplier participation in these programs has no bearing on the Company's amounts due.

The payment terms that we have with participating suppliers under these programs are generally up to 120 days.

We do not have an economic interest in a supplier's participation in the program or a direct financial relationship with the financial institution funding the program.

We are responsible for ensuring that participating financial institutions are paid according to the terms negotiated with the supplier.

The outstanding payment obligations due to the financial institutions as of the end of a period are included in accounts payable in the Consolidated Balance Sheets.

The activity related to these programs is reflected within the operating activities section of the Consolidated Statements of Cash Flows.

Supplier financing program disclosures are omitted as they are deemed immaterial.

Revenue Recognition

26 unchanged sentences

We use various models to determine the value of assets acquired such as net realizable value to value inventory, cost method and market approach to value property, relief-from-royalty and multi-period excess earnings to value intangibles, and discounted cash flow to value goodwill.

We make estimates and assumptions about projected future cash flows including sales growth, operating margins, attrition rates, and discount rates based on historical results, business plans, expected synergies, perceived risk, and market place data considering the perspective of marketplace participants.

We make estimates and assumptions about projected future cash flows including sales growth, operating margins, attrition rates, and discount rates based on historical results, business plans, expected synergies, perceived risk, and marketplace data considering the perspective of marketplace participants.

Determining the useful life of an intangible asset also requires judgment as different types of intangible assets will have different useful lives and certain assets may be considered to have indefinite useful lives.

Government Assistance Programs

We periodically receive government assistance typically in the form of cash grants or refundable tax credits (collectively “Grant” or “Grants”).

The Grants generally specify conditions that must be met in order for the Grants to be earned, such as employment, employee retention targets, and construction or acquisition of property and equipment and are often time-bound.

If conditions are not satisfied or if the duration period for the arrangement is not met, the Grants may be subject to reduction, repayment, or termination.

During fiscal years 2023, 2022, and 2021, we received amounts related to Grants that were not material to the financial statements;

however, this conclusion can change based on additional grants received in the future.

To the extent amounts have been received by the Company in advance of completion of the conditions, they have been recognized in other current liabilities or other liabilities in the Consolidated Balance Sheets, as appropriate.

Use of Estimates

1 unchanged sentence

Actual results could differ from those estimates.

During 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.

Recently Issued Accounting Pronouncements

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.

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 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.

The optional guidance, which became effective on March 12, 2020 and can be applied through December 21, 2022, has not impacted our consolidated financial statements.

The optional guidance, which became effective on March 12, 2020 and was set to end on December 31, 2022, was extended by new guidance issued by the FASB on December 21, 2022 to apply through December 31, 2024.

The temporary accounting relief provided in the optional guidance has not impacted our consolidated financial statements.

The Company has various contracts that reference LIBOR and is assessing how this standard may be applied to specific contract modifications through December 31, 2024.

CHANGES IN ACCOUNTING PRINCIPLES

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.

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.

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

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 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.

In November 2021, the FASB issued authoritative guidance intended to provide consistent and transparent disclosures around government assistance by requiring disclosures of the type of government assistance, our method of accounting for the government assistance and the effect on our financial statements.

This guidance is effective for annual reporting periods beginning after December 15, 2021, our fiscal 2023 and can be applied using either the prospective or retrospective approach.

We adopted this guidance for the fiscal year ended September 30, 2023, and it did not have a material impact on our consolidated financial statements as amounts received from government assistance programs were not material.

ACQUISITIONS AND DISPOSITIONS

In the third quarter of fiscal 2023, we acquired Williams Sausage Company for $ 223 million, net of cash acquired, subject to certain adjustments, as part of our growth strategy to increase our capacity and product portfolio.

Its results, subsequent to the acquisition closing, are included in the Prepared Foods segment and through September 30, 2023, were insignificant to our Consolidated Statements of Income.

Certain estimated values for the acquisition, including goodwill, intangible assets, property, plant and equipment, other liabilities, and deferred taxes are not yet finalized and are subject to adjustment as additional information becomes available and more detailed analyses are completed.

The preliminary purchase price allocation includes $ 2 million of net working capital, including $ 3 million of cash acquired, $ 67 million of Property, Plant and Equipment, $ 120 million of Goodwill, $ 65 million of Intangible Assets, and $ 28 million of Deferred Income Taxes.

Intangible Assets include brands and trademarks and customer relationships which will be amortized over a life of 20 and 12 years, respectively.

$ 46 million of the goodwill is deductible for U.S.

income tax purposes.

The acquisition of Williams Sausage Company was accounted for using the acquisition method of accounting.

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 September 30, 2023 were insignificant to our Consolidated Statements of Income.

We are accounting for the investment in ADC under the equity method.

Acquisition of equity method investments in fiscal 2023, which totaled $115 million, primarily included ADC and the purchase of a minority interest in a global insect-based ingredients company as well as deferred payments related to a prior year investment.

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.

We are accounting for the investment under the equity method.

On January 15, 2020, we acquired a 40 % minority interest in a vertically-integrated Brazilian poultry producer for $ 122 million.

On February 7, 2020, we acquired a 50 % interest in a joint venture serving the worldwide fats and oils market for $ 61 million.

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

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.

We completed the sale of our pet treats business, which was included in our Prepared Foods segment, in the fourth quarter of fiscal 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.

3 unchanged sentences

PROPERTY, PLANT AND EQUIPMENT

The following table reflects major categories of property, plant and equipment and accumulated depreciation at October 1, 2022, and October 2, 2021 (in millions):

The following table reflects major categories of property, plant and equipment and accumulated depreciation as of September 30, 2023 and October 1, 2022 (in millions):

Land $ 219 $ 214

7 unchanged sentences

GOODWILL AND INTANGIBLE ASSETS

The following table reflects goodwill activity for fiscal 2022 and 2021 (in millions):

The following table reflects goodwill activity for fiscal years 2023 and 2022 (in millions):

Beef Pork Chicken Prepared

Foods International/Other Unallocated Consolidated

Foods International/Other Consolidated

Balance at October 2, 2021 (a)

1 unchanged sentence

Fiscal 2022 Activity:

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

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

Balance at October 1, 2022 (a)

1 unchanged sentence

Fiscal 2023 Activity:

Acquisitions $ — $ — $ — $ 118 $ 19 $ 137

Measurement period adjustments — — — 2 — 2

Impairment losses ( 333 ) — ( 210 ) — ( 238 ) ( 781 )

Currency translation — — 1 — 6 7

Balance at October 1, 2022 (a)

Balance at September 30, 2023 (a)

$ 343 $ 423 $ 3,064 $ 5,904 $ 144 $ 9,878

(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):

(a) Included in goodwill as of September 30, 2023 are accumulated impairment losses of $ 893 million in Beef, $ 210 million in Chicken and $ 295 million in International/Other.

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

The following table reflects intangible assets by type as of September 30, 2023 and October 1, 2022 (in millions):

Amortizable intangible assets:

10 unchanged sentences

Amortization expense of $ 229 million, $ 246 million and $ 261 million was recognized during fiscal 2023, 2022 and 2021, respectively.

We estimate amortization expense on intangible assets for the next five fiscal years subsequent to October 1, 2022, will be:

We estimate amortization expense on intangible assets for the next five fiscal years subsequent to September 30, 2023, will be:

2024 - $ 226 million;

7 unchanged sentences

Business and Summary of Significant Accounting Policies.

Operating lease ROU assets and liabilities presented in our Consolidated Balance Sheets were as follows (in millions):

October 1, 2022 October 2, 2021

Operating lease ROU assets and liabilities presented in our Consolidated Balance Sheets were as follows as of September 30, 2023 and October 1, 2022 (in millions):

Other Assets $ 544 $ 507

1 unchanged sentence

Other Liabilities 376 350

The components of lease costs were as follows (in millions):

Twelve Months Ended

October 1, 2022 October 2, 2021

The components of lease costs for fiscal years 2023, 2022 and 2021 were as follows (in millions):

2023 2022 2021

Operating lease cost (a)

$ 181 $ 175 $ 183

Variable lease cost (b)

3 unchanged sentences

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

Other operating lease information includes the following:

Twelve Months Ended

October 1, 2022 October 2, 2021

Other operating lease information includes the following for fiscal years 2023, 2022 and 2021:

2023 2022 2021

Operating cash outflows from operating leases (in millions) $ 191 $ 194 $ 204

2 unchanged sentences

Weighted-average discount rate 4 % 3 %

At October 1, 2022, future maturities of operating leases were as follows (in millions):

At September 30, 2023, future maturities of operating leases were as follows (in millions):

Operating Lease Commitments

3 unchanged sentences

Present value of total operating lease liabilities $ 529

At October 1, 2022, our leases that had not yet commenced were not significant.

At September 30, 2023, our leases that had not yet commenced were not significant.

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.

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 Company approved a restructuring program in fiscal 2022 (the “2022 Program”), 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 relocated all its corporate team members from its former Chicago, Downers Grove and Dakota Dunes area corporate locations to its world headquarters in Springdale, Arkansas.

In fiscal 2023, the Company approved an extension to the program to remove additional redundancies in corporate overhead.

Additionally, during fiscal 2023, we revised the total 2022 Program anticipated expenses down $ 69 million due to revised estimates related to relocation, lease terminations, and professional and other fees, based on actual experience, which were partially offset by increased severance costs associated with the program extension.

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

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

6 unchanged sentences

Total 2022 Program $ 52 $ 17 $ 24 $ 109 $ 22 $ 224

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.

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 $ 50 million and $ 174 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 $ 202 million of charges that have resulted or will result in cash outflows and $ 22 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):

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

Beef Pork Chicken Prepared Foods International/Other Total

4 unchanged sentences

Professional and other fees 2 1 — 3 — 6

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

Total $ 33 $ 11 $ 16 $ 49 $ 15 $ 124

During fiscal 2023, we recorded restructuring and related charges associated with the 2022 Program of $ 29 million and $ 95 million in Cost of Sales and Selling, General and Administrative, respectively, in our Consolidated Statements of Income.

Included in the above results are $ 108 million of charges that have resulted or will result in cash outflows and $ 16 million in non-cash charges.

The following table reflects the pretax impact of the 2022 Program’s restructuring and related charges during fiscal 2022 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 $ 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

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 $ 24 $ 7 $ 20 $ 52 $ 18 $ 121

Relocation and related costs 18 6 2 16 — 42

Accelerated depreciation 5 2 — 12 — 19

Contract and lease terminations — — — 2 — 2

Professional and other fees 2 1 — 3 — 6

Total 2022 Program charges to date $ 49 $ 16 $ 22 $ 85 $ 18 $ 190

As of the fourth quarter of fiscal 2023, we recorded restructuring and related charges to date of $ 47 million and $ 143 million in Cost of Sales and Selling, General and Administrative, respectively, in our Consolidated Statements of Income.

Included in the above results are $ 174 million of charges to date that have resulted or will result in cash outflows and $ 16 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 Balance sheet as of September 30, 2023 (in millions):

Balance at October 1, 2022 Restructuring Expense Payments Changes in Estimates Balance at

September 30, 2023

Severance costs $ 66 $ 68 $ ( 63 ) $ ( 13 ) $ 58

Relocation and related costs — 42 ( 37 ) — 5

Contract and lease termination — 5 ( 5 ) — —

Professional and other fees — 6 ( 4 ) — 2

Total $ 66 $ 121 $ ( 109 ) $ ( 13 ) $ 65

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.

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.

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

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.

We shifted production to other facilities and ceased operations at our Glen Allen and Van Buren facilities during fiscal 2023 and expect to shift production and cease operations at the remaining locations during the first half of fiscal 2024.

As a result of the closures, we recorded $ 322 million of charges in fiscal 2023, primarily related to grower contract terminations, impairments, accelerated depreciation, severance, retention and related costs.

Additionally, during fiscal 2023, we recorded an impairment charge of $ 17 million related to the discontinuation of a product line in the Prepared Foods segment.

The charges are reflected in the Consolidated Statements of Income in Cost of Sales and included $ 201 million of charges that have resulted or will result in cash outflows and $ 138 million in non-cash charges.

Our plant closure liability was $ 165 million as of September 30, 2023, and we had no plant closure liability as of October 1, 2022.

We made cash payments of $ 36 million in fiscal 2023 related to the plant closures.

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 be exposed to future impairments.

The following table reflects major components of debt as of September 30, 2023 and October 1, 2022 (in millions):

Revolving credit facility $ — $ —

1 unchanged sentence

Senior notes:

4.50% Senior notes due June 2022 — 1,000

3.90% Notes due September 2023 — 400

10 unchanged sentences

Discount on senior notes ( 36 ) ( 39 )

Term loan facility due May 2026 (6.55% at September 30, 2023) 1,000 —

Term loan facility due May 2028 — —

Other 164 175

3 unchanged sentences

Total long-term debt $ 7,611 $ 7,862

Annual maturities of debt for the five fiscal years subsequent to October 1, 2022 are:

Annual maturities of debt for the five fiscal years subsequent to September 30, 2023 are:

2024 - $ 1,899 million;

6 unchanged sentences

The facility will mature and the commitments thereunder will terminate in September 2026 with options for two one-year extensions.

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.

At September 30, 2023, amounts available for borrowing under this facility totaled $ 2.25 billion before deducting amounts to backstop our commercial paper program.

At September 30, 2023 we had no borrowings and no outstanding letters of credit issued under this facility.

At September 30, 2023 we had $ 96 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.

3 unchanged sentences

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 October 1, 2022, we had no commercial paper outstanding .

As of September 30, 2023, we had $ 592 million of commercial paper outstanding at a weighted average interest rate of 5.48 % with maturities of less than 20 days .

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

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.

Term Loan Facilities

In the third quarter of fiscal 2023, we executed two new term loan facilities totaling $ 1.75 billion to refinance our short-term promissory notes ("commercial paper program") and for general corporate purposes.

The first term loan facility totaling $ 1.0 billion matures on May 3, 2026 and we borrowed the full $ 1.0 billion available under this loan facility.

The second term loan facility totaling $ 750 million matures on May 3, 2028 and at September 30, 2023, we had no outstanding borrowings under this facility.

In November 2023, we borrowed the full $ 750 million available under the second term loan facility to refinance the outstanding commercial paper and for general corporate purposes.

Both term loans may be prepaid under certain conditions.

The interest rate on both term loan facilities will be equal to SOFR plus a predetermined borrowing spread determined by our credit rating.

Additionally, the term loan facilities contain covenants that are similar to those contained in the revolving credit facility.

Debt Covenants

Our revolving credit facility contains affirmative and negative covenants that, among other things, may limit or restrict our ability to:

Our revolving credit facility and term loan facilities contain affirmative and negative covenants that, among other things, may limit or restrict our ability to:

create liens and encumbrances;

10 unchanged sentences

and engage in certain consolidations, mergers and sales of assets.

We were in compliance with all debt covenants at October 1, 2022.

We were in compliance with all debt covenants at September 30, 2023.

Capital Stock

2 unchanged sentences

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 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.

As of September 30, 2023, 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, 2.44 % of the outstanding shares of Class A stock, giving them, collectively, control of approximately 71.74 % 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.

2 unchanged sentences

The shares of Class B stock are considered to be participating convertible securities since the shares of Class B stock are convertible on a share-for-share basis into shares of Class A stock.

Diluted earnings per share were computed assuming the conversion of the Class B shares into Class A shares as of the beginning of each period.

Diluted earnings per share, if dilutive, were computed assuming the conversion of the Class B shares into Class A shares as of the beginning of each period.

Cash dividends cannot be paid to holders of Class B stock unless they are simultaneously paid to holders of Class A stock.

5 unchanged sentences

The increased quarterly dividend is payable on December 15, 2023, to shareholders of record at the close of business on December 1, 2023.

We had dividends payable of $ 167 million and $ 162 million at September 30, 2023 and October 1, 2022, respectively.

Share Repurchases

As of October 1, 2022, 12.0 million shares remained available for repurchase under the Company’s share repurchase program.

As of September 30, 2023, 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 cumulative share repurchases of our Class A stock for fiscal 2022, 2021 and 2020 is as follows (in millions):

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

A summary of cumulative share repurchases of our Class A stock for fiscal years 2023, 2022 and 2021 is as follows (in millions):

September 30, 2023 October 1, 2022 October 2, 2021

Shares Dollars Shares Dollars Shares Dollars

3 unchanged sentences

Total share repurchases 5.6 $ 354 8.2 $ 702 0.9 $ 67

Detail of the provision for income taxes from continuing operations consists of the following (in millions):

Detail of the provision for income taxes from continuing operations consists of the following for fiscal years 2023, 2022 and 2021 (in millions):

2023 2022 2021

6 unchanged sentences

$ ( 29 ) $ 900 $ 981

The reasons for the difference between the statutory federal income tax rate and our effective income tax rate from continuing operations are as follows:

The reasons for the difference between the statutory federal income tax rate and our effective income tax rate from continuing operations are as follows for fiscal years 2023, 2022 and 2021:

2023 2022 2021

2 unchanged sentences

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

Deferred income tax remeasurement 3.8 ( 0.9 ) —

General business credits 3.4 ( 0.5 ) ( 0.5 )

Goodwill ( 24.2 ) — 1.8

1 unchanged sentence

4.3 % 21.7 % 24.3 %

During fiscal 2023, state tax benefit, net of federal impact, was $ 21 million, which includes $ 26 million benefit related to the remeasurement of deferred income taxes, primarily due to legislation decreasing state tax rates enacted in fiscal 2023.

Non-deductible goodwill impairments unfavorably impacted the effective tax rate by 24.2 %.

The tax benefit from income tax credits was $ 23 million.

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.

2 unchanged sentences

Non-deductible goodwill associated with the sale of our pet treats business increased the effective tax rate by 1.8 %.

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

Approximately ($ 643 ) million, $ 4,025 million and $ 3,963 million of income (loss) from continuing operations before income taxes for fiscal 2023, 2022 and 2021, respectively, were from our operations based in the United States.

We recognize deferred income taxes for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The tax effects of major items recorded as deferred tax assets and liabilities as of October 1, 2022, and October 2, 2021, are as follows (in millions):

The tax effects of major items recorded as deferred tax assets and liabilities as of September 30, 2023 and October 1, 2022, are as follows (in millions):

Assets Liabilities Assets Liabilities

9 unchanged sentences

Net deferred tax liability $ 2,300 $ 2,450

At October 1, 2022, our gross state net operating loss carryforwards approximated $ 1,480 million, of which $ 1,345 million expire in fiscal years 2023 through 2042, and the remainder has no expiration.

At September 30, 2023, our gross state net operating loss carryforwards approximated $ 1,710 million, of which $ 1,466 million expire in fiscal years 2024 through 2043, and the remainder has no expiration.

Gross foreign net operating loss carryforwards approximated $ 302 million, of which $ 116 million expire in fiscal years 2024 through 2043, and the remainder has no expiration.

We also have tax credit carryforwards of approximately $ 44 million which expire in fiscal years 2024 through 2038.

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

We have accumulated undistributed earnings of foreign subsidiaries aggregating approximately $ 667 million at September 30, 2023.

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.

3 unchanged sentences

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 1, 2022, October 2, 2021, and October 3, 2020 (in millions):

The following table summarizes the activity related to our gross unrecognized tax benefits as of September 30, 2023, October 1, 2022 and October 2, 2021 (in millions):

2023 2022 2021

6 unchanged sentences

Balance as of the end of the year $ 131 $ 152 $ 152

The amount of unrecognized tax benefits, if recognized, that would impact our effective tax rate was $ 112 million at October 1, 2022 and $ 111 million at October 2, 2021.

The amount of unrecognized tax benefits, if recognized, that would impact our effective tax rate was $ 98 million at September 30, 2023 and $ 112 million at October 1, 2022.

We classify interest and penalties on unrecognized tax benefits as income tax expense.

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.

At September 30, 2023, and October 1, 2022, before tax benefits, we had $ 50 million and $ 47 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.

At September 30, 2023, the assessment totaled approximately $ 488 million ( 8.6 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.

As of September 30, 2023, certain United States federal income tax returns are subject to examination for fiscal years 2019 through 2022.

We are also subject to income tax examinations by major state and foreign jurisdictions for fiscal years 2014 through 2022 and 2018 through 2022, respectively.

3 unchanged sentences

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

The earnings and weighted average common shares used in the computation of basic and diluted earnings per share are as follows (in millions, except per share data):

These changes did not have any impact on our provision for income taxes or financial statements in fiscal 2023.

EARNINGS (LOSS) PER SHARE

The earnings and weighted average common shares used in the computation of basic and diluted earnings per share are as follows for fiscal years ended 2023, 2022 and 2021 (in millions, except per share data):

2023 2022 2021

Net income $ 3,249 $ 3,060 $ 2,071

Net income attributable to noncontrolling interests 11 13 10

Net income attributable to Tyson 3,238 3,047 2,061

Net income (loss) $ ( 649 ) $ 3,249 $ 3,060

Net income (loss) attributable to noncontrolling interests ( 1 ) 11 13

Net income (loss) attributable to Tyson ( 648 ) 3,238 3,047

Less dividends declared:

1 unchanged sentence

Class B 122 117 113

Undistributed earnings $ 2,582 $ 2,402 $ 1,445

Class A undistributed earnings $ 2,122 $ 1,977 $ 1,189

Class B undistributed earnings 460 425 256

Total undistributed earnings $ 2,582 $ 2,402 $ 1,445

Denominator for basic earnings per share:

Undistributed earnings (losses) $ ( 1,324 ) $ 2,582 $ 2,402

Class A undistributed earnings (losses) $ ( 1,084 ) $ 2,122 $ 1,977

Class B undistributed earnings (losses) ( 240 ) 460 425

Total undistributed earnings (losses) $ ( 1,324 ) $ 2,582 $ 2,402

Denominator for basic earnings (loss) per share:

Class A weighted average shares 284 290 293

Class B weighted average shares, and shares under if-converted method for diluted earnings per share 70 70 70

Class B weighted average shares 70 70 70

Denominator for diluted earnings (loss) per share:

Class A weighted average shares 284 290 293

Class B weighted average shares under if-converted method for diluted earnings (loss) per share (a)

Effect of dilutive securities:

Stock options, restricted stock and performance units — 3 2

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

Net Income Per Share Attributable to Tyson:

Denominator for diluted earnings (loss) per share – weighted average shares and assumed conversions (a)

Net income (loss) per share attributable to Tyson:

Class A Basic $ ( 1.87 ) $ 9.18 $ 8.57

4 unchanged sentences

Class B $ 1.746 $ 1.670 $ 1.625

(a) For fiscal 2023, as the Company is in a net loss position, the impact of the Class B shares under the if-converted method 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 for the purposes of calculating Net Income (Loss) Per Share Attributable to Tyson on a diluted basis.

Approximately 9 million, 2 million, and 4 million of our stock-based compensation shares were antidilutive for fiscal 2023, 2022 and 2021.

These shares were not included in the dilutive earnings per share calculation.

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.

1 unchanged sentence

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 based upon a 1 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.

We allocate undistributed earnings (losses) based upon a 1 to 0.9 ratio per share to Class A stock and Class B stock, respectively.

We allocate undistributed earnings (losses) based on this ratio due to historical dividend patterns, voting control of Class B shareholders and contractual limitations of dividends to Class B stock.

DERIVATIVE FINANCIAL INSTRUMENTS

6 unchanged sentences

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 October 1, 2022.

No significant concentrations of credit risk existed at September 30, 2023.

We had the following aggregated outstanding notional amounts related to our derivative financial instruments (in millions, except soybean meal tons):

Metric October 1, 2022 October 2, 2021

Metric September 30, 2023 October 1, 2022

Corn Bushels 65 44

13 unchanged sentences

Ineffectiveness related to our cash flow hedges was not significant during fiscal 2023, 2022 and 2021.

As of October 1, 2022, we have $ 14 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 fiscal 2022, 2021 and 2020, 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 in Other Comprehensive Income (in millions):

Gain (Loss) Recognized in OCI on Derivatives 2022 2021 2020

Cash Flow Hedge – Derivatives designated as hedging instruments:

Commodity contracts $ — $ — $ ( 17 )

Interest rate hedges — — —

Total $ — $ — $ ( 17 )

As of September 30, 2023, we have $ 12 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 fiscal 2023, 2022 and 2021, we had no gains or losses recognized in OCI on derivatives designated as cash flow hedges.

Fair Value Hedges

12 unchanged sentences

Reclassification to Earnings

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

The following table sets forth the total amounts of each income and expense line item presented in the Consolidated Statements of Income in which the effects of hedges are recorded for fiscal years ended 2023, 2022 and 2021(in millions):

Consolidated Statements of Income Classification 2023 2022 2021

2 unchanged sentences

Other, net ( 42 ) ( 87 ) ( 65 )

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

The following table sets forth the pretax impact of the cash flow, fair value and undesignated derivative instruments in the Consolidated Statements of Income for fiscal years ended 2023, 2022 and 2021(in millions):

Consolidated Statements of Income Classification 2023 2022 2021

29 unchanged sentences

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):

October 1, 2022 Level 1 Level 2 Level 3 Netting (a) Total

September 30, 2023 Level 1 Level 2 Level 3 Netting (a) Total

Other Current Assets:

28 unchanged sentences

(a) Our derivative assets and liabilities are presented in our Consolidated 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 October 1, 2022, and October 2, 2021, we had $ 10 million and $ 56 million respectively, of net cash collateral posted with various counterparties where master netting arrangements exist and held no cash collateral.

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):

October 1, 2022 October 2, 2021

Additionally, at September 30, 2023, and October 1, 2022, we had $ 113 million and $ 10 million, respectively, of net cash collateral posted with various counterparties where master netting arrangements exist and held no cash collateral.

September 30, 2023 October 1, 2022

Balance at beginning of year $ 35 $ 48

19 unchanged sentences

Significant changes to assumptions or unobservable inputs in the valuation of our Level 3 instruments would not have a significant impact to our consolidated 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):

October 1, 2022 October 2, 2021

The following table sets forth our available-for-sale securities’ amortized cost basis, fair value and unrealized gain (loss) by significant investment category as of September 30, 2023 and October 1, 2022 (in millions):

September 30, 2023 October 1, 2022

Cost Basis Fair

25 unchanged sentences

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.

In fiscal 2023, we recorded goodwill impairment charges of $ 333 million, $ 210 million and $ 238 million in our Beef and Chicken segments and International/Other, respectively.

We estimated the fair value of our reporting units utilizing 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), which incorporated significant unobservable Level 3 inputs.

During 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.

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 twelve months ended September 30, 2023, October 1, 2022, or October 2, 2021.

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):

October 1, 2022 October 2, 2021

Fair value and carrying value for our debt are as follows as of September 30, 2023 and October 1, 2022 (in millions):

September 30, 2023 October 1, 2022

Value Carrying

6 unchanged sentences

We perform periodic credit evaluations of our customers’ financial condition and generally do not require collateral.

At October 1, 2022, and October 2, 2021, 16.4 % and 16.3 %, respectively, of our net accounts receivable balance was due from Walmart Inc.

At September 30, 2023, and October 1, 2022, 15.9 % and 16.4 %, respectively, of our net accounts receivable balance was due from Walmart Inc.

No other single customer or customer group represented greater than 10 % of net accounts receivable.

2 unchanged sentences

The total number of shares available for future grant under the Tyson Foods, Inc.

2000 Stock Incentive Plan (“Incentive Plan”) was 8,459,910 at October 1, 2022.

2000 Stock Incentive Plan (“Incentive Plan”) was 6,923,370 at September 30, 2023.

Stock Options

15 unchanged sentences

Granted 1,539,275 65.55

Outstanding, October 1, 2022 6,029,629 $ 67.95 6.6 $ 37

Exercisable, October 1, 2022 3,536,020 $ 63.12 5.2 $ 32

Outstanding, September 30, 2023 6,380,008 $ 67.65 6.2 $ 7

Exercisable, September 30, 2023 4,422,711 $ 66.94 5.2 $ 7

The weighted average grant-date fair value of options granted in fiscal 2023, 2022 and 2021 was $ 15.82 , $ 16.53 and $ 11.03 , respectively.

16 unchanged sentences

The total intrinsic value of options exercised in fiscal 2023, 2022 and 2021, was $ 1 million, $ 22 million and $ 20 million, 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.

As of September 30, 2023, we had $ 18 million of total unrecognized compensation cost related to stock option plans that will be recognized over a weighted average period of 1.1 years.

Restricted Stock

14 unchanged sentences

Forfeited ( 334,359 ) 71.47

Nonvested, October 1, 2022 1,606,531 $ 76.36 1.4 $ 106

As of October 1, 2022, we had $ 53 million of total unrecognized compensation cost related to restricted stock awards that will be recognized over a weighted average period of 1.9 years.

Nonvested, September 30, 2023 1,635,915 $ 67.20 1.5 $ 83

As of September 30, 2023, we had $ 50 million of total unrecognized compensation cost related to restricted stock awards that will be recognized over a weighted average period of 2.0 years.

We recognized stock-based compensation expense related to restricted stock, net of income taxes, of $ 32 million, $ 28 million and $ 35 million for fiscal 2023, 2022 and 2021, respectively.

25 unchanged sentences

Forfeited ( 830,423 ) 50.74

Nonvested, October 1, 2022 1,781,519 $ 58.13 1.2 $ 117

Nonvested, September 30, 2023 1,646,149 $ 51.81 1.2 $ 83

We recognized stock-based compensation expense related to performance shares, net of income taxes, of $ 2 million, $ 37 million and $ 19 million for fiscal 2023, 2022 and 2021, respectively.

The related tax benefit for fiscal 2022, 2021 and 2020 was $ 7 million, $ 4 million and $ 4 million, respectively.

As of October 1, 2022, we had $ 34 million of total unrecognized compensation based upon our progress toward the attainment of criteria related to performance-based share awards that will be recognized over a weighted average period of 1.8 years.

The related tax benefit for fiscal 2023 was inconsequential.

The related tax benefit for fiscal 2022 and 2021 was $ 7 million and $ 4 million, respectively.

As of September 30, 2023, we had $ 6 million of total unrecognized compensation based upon our progress toward the attainment of criteria related to performance-based share awards that will be recognized over a weighted average period of 1.6 years.

PENSIONS AND OTHER POSTRETIREMENT BENEFITS

We have 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 frozen 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.

7 unchanged sentences

Other postretirement benefits include postretirement medical costs and life insurance.

During fiscal 2019, we issued a notice of intent to terminate three qualified pension plans.

The settlements of the terminated plans occurred during fiscal 2020, through purchased annuities, and we incurred settlement gains of approximately $ 112 million related to the plan terminations, recorded in Other, net in our Consolidated Statements of Income.

No significant contributions to purchase annuities at the time of settlement were necessary.

Due to favorable annuity pricing at the time of settlement, approximately $ 52 million in residual plan assets remained in the plan following the annuity purchase.

A portion of these funds were transferred to a qualified replacement plan during fiscal 2020, with the remaining funds transferred in the first quarter of fiscal 2021.

During fiscal 2021, we amended one of the Company’s other postretirement benefit plans, which resulted in the recognition of a gain of $ 34 million, recorded in Other, net in our Consolidated Statements of Income.

Benefit Obligations and Funded Status

The following table provides a reconciliation of the changes in the plans’ benefit obligations, assets and funded status at October 1, 2022, and October 2, 2021 (in millions):

The following table provides a reconciliation of the changes in the plans’ benefit obligations, assets and funded status as of September 30, 2023 and October 1, 2022 (in millions):

Pension Benefits Other Postretirement

5 unchanged sentences

Interest cost 1 1 8 6 1 1

Plan amendments — — — — — ( 8 )

Actuarial (gain)/loss 1 ( 11 ) ( 3 ) ( 47 ) ( 5 ) ( 8 )

Benefits paid ( 1 ) ( 1 ) ( 13 ) ( 13 ) ( 3 ) ( 4 )

Benefits paid due to settlement — — — ( 2 ) — —

Plan terminations — ( 2 ) — ( 6 ) — —

Benefit obligation at end of year 18 17 158 166 50 55

4 unchanged sentences

Benefits paid ( 1 ) ( 1 ) ( 13 ) ( 13 ) ( 3 ) ( 4 )

Benefits paid due to settlement — — — ( 2 ) — —

Plan terminations — ( 3 ) — — — —

Fair value of plan assets at end of year 27 24 — — — —

Funded status $ 9 $ 7 $ ( 158 ) $ ( 166 ) $ ( 50 ) $ ( 55 )

Amounts recognized in the Consolidated Balance Sheets consist of (in millions):

Amounts recognized in the Consolidated Balance Sheets as of September 30, 2023 and October 1, 2022 consist of (in millions):

Pension Benefits Other Postretirement

5 unchanged sentences

Total assets (liabilities) $ 9 $ 7 $ ( 158 ) $ ( 166 ) $ ( 50 ) $ ( 55 )

Amounts recognized in Accumulated Other Comprehensive Income consist of (in millions):

Pre-tax amounts recognized in Accumulated Other Comprehensive Income as of September 30, 2023 and October 1, 2022 consist of (in millions):

Pension Benefits Other Postretirement

6 unchanged sentences

$ 1 $ 2 $ ( 14 ) $ ( 13 ) $ 4 $ 8

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

We had three pension plans as of September 30, 2023 and October 1, 2022, 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):

5 unchanged sentences

Fair value of plan assets — — — —

The accumulated benefit obligation for all qualified pension plans was $ 17 million and $ 28 million at October 1, 2022, and October 2, 2021, respectively.

The accumulated benefit obligation for all qualified pension plans was $ 18 million and $ 17 million at September 30, 2023, and October 1, 2022, respectively.

Net Periodic Benefit Cost (Credit)

Components of net periodic benefit cost (credit) for pension and postretirement benefit plans recognized in the Consolidated Statements of Income are as follows (in millions):

Components of net periodic benefit cost (credit) for pension and postretirement benefit plans recognized in the Consolidated Statements of Income are as follows for fiscal years ended 2023, 2022 and 2021 (in millions):

Pension Benefits Other Postretirement

10 unchanged sentences

Each of the components other than the service cost component were recorded in the Consolidated Statements of Income in Other, net.

As of October 1, 2022, we expect no amounts to be reclassified into earnings within the next 12 months related to net periodic benefit cost (credit) for the qualified pension plans.

As of October 1, 2022, the amounts expected to be reclassified into earnings within the next 12 months related to net periodic benefit cost (credit) for the non-qualified pension plans and the other postretirement benefit plans are not significant.

Weighted average assumptions are as follows:

As of September 30, 2023, we expect no amounts to be reclassified into earnings within the next 12 months related to net periodic benefit cost (credit) for the qualified pension plans.

As of September 30, 2023, the amounts expected to be reclassified into earnings within the next 12 months related to net periodic benefit cost (credit) for the non-qualified pension plans and the other postretirement benefit plans are not significant.

Weighted average assumptions are as follows for fiscal years ended 2023, 2022 and 2021:

Pension Benefits Other Postretirement

8 unchanged sentences

Our discount rate assumptions used to account for pension and other postretirement benefit plans reflect the rates at which the benefit obligations could be effectively settled.

The discount rates for two of our plans that were settled in fiscal 2020 were determined using a composite rate comprised of an annuity purchase rate and a lump sum conversion discount rate based on the portions of the populations that were purchased under the annuity contract with the insurance company versus those who elected lump sums, respectively.

The discount rates for our other plans were determined using a cash flow matching technique whereby the rates of a yield curve, developed from high-quality debt securities, were applied to the benefit obligations to determine the appropriate discount rate.

The discount rates for our plans were determined using a cash flow matching technique whereby the rates of a yield curve, developed from high-quality debt securities, were applied to the benefit obligations to determine the appropriate discount rate.

We have eight other postretirement benefit plans, of which five are healthcare and life insurance related.

Two of these plans, with benefit obligations totaling $ 10 million at October 1, 2022, were not impacted by healthcare cost trend rates as one consists of fixed annual payments and one is life insurance related.

One of the healthcare plans, with benefit obligations less than $ 1 million at October 1, 2022, was not impacted by healthcare cost trend rates due to previous plan amendments.

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 2031.

Two of these plans, with benefit obligations totaling $ 9 million at September 30, 2023, were not impacted by healthcare cost trend rates as one consists of fixed annual payments and one is life insurance related.

One of the healthcare plans, with benefit obligations less than $ 1 million at September 30, 2023, was not impacted by healthcare cost trend rates due to previous plan amendments.

The remaining two plans, with benefit obligations less than $ 1 million and $ 3 million, at September 30, 2023, utilized assumed healthcare cost trend rates of 7.1 % and 7.0 %, respectively.

The healthcare cost trend rates for the two plans will be grading down to an ultimate rate of 4.5 % in 2032 and 2031, respectively.

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 $ 2 million in fiscal 2022 and $ 1 million fiscal 2021.

Contributions to the plan were $ 2 million in fiscal 2023 and fiscal 2022.

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

8 unchanged sentences

The last column lists the expiration date of the collective-bargaining agreement to which the plan is subject.

During fiscal 2020, we initiated our withdrawal from the Pension Fund of Local 227, which was acquired in conjunction with our acquisition of Keystone Foods.

As a result of our withdrawal from the Pension Fund of Local 227, we recorded a $ 1 million termination liability.

In addition to regular contributions, we could be obligated to pay additional contributions (known as complete or partial withdrawal liabilities) if it has unfunded vested benefits.

4 unchanged sentences

COMPREHENSIVE INCOME (LOSS)

The components of accumulated other comprehensive loss are as follows (in millions):

The components of accumulated other comprehensive income (loss) as of September 30, 2023 and October 1, 2022 are as follows (in millions):

Accumulated other comprehensive income (loss), net of taxes:

4 unchanged sentences

Total accumulated other comprehensive income (loss) $ ( 260 ) $ ( 297 )

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

The before and after tax changes in the components of other comprehensive income (loss) are as follows for fiscal years ended 2023, 2022 and 2021 (in millions):

2023 2022 2021

5 unchanged sentences

Unrealized gain (loss)

1 — 1 ( 8 ) 1 ( 7 ) ( 1 ) — ( 1 )

9 unchanged sentences

We measure segment profit as operating income (loss).

International/Other primarily includes our foreign operations in Australia, China, Malaysia, Mexico, the Netherlands, South Korea and Thailand, third-party merger and integration costs and corporate overhead related to Tyson New Ventures, LLC.

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 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.

14 unchanged sentences

We allocate expenses related to corporate activities to the segments, except for third-party merger and integration costs of $ 3 million, $ 5 million and $ 2 million in fiscal 2023, 2022 and 2021, respectively, and corporate overhead related to Tyson New Ventures, LLC, which are included in International/Other.

Intersegment sales transactions, which were at market price, are included in the segment sales in the table below.

Intersegment sales transactions, which were at market prices, are included in the segment sales in the table below.

Assets and additions to property, plant and equipment relating to corporate activities remain in International/Other.

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

Information on segments and a reconciliation to income from continuing operations before income taxes are as follows for fiscal years ended 2023, 2022 and 2021 (in millions):

Beef Pork Chicken Prepared

4 unchanged sentences

Total Other (Income) Expense 283

Income before Income Taxes 4,149

Income (Loss) before Income Taxes ( 678 )

Depreciation and amortization 128 68 693 373 67 1,329

22 unchanged sentences

Approximately 95 % of sales to external customers for each of fiscal 2023, 2022 and 2021 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 $ 1.5 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.

Approximately $ 26.1 billion and $ 25.7 billion of long-lived assets were located in the United States at September 30, 2023, and October 1, 2022, respectively.

Excluding goodwill and intangible assets, long-lived assets located in the United States totaled approximately $ 10.5 billion and $ 9.5 billion at September 30, 2023, and October 1, 2022, respectively.

Approximately $ 1.4 billion and $ 1.5 billion of long-lived assets were located in foreign locations, primarily Brazil, China, the European Union, Malaysia, New Zealand and Thailand at September 30, 2023, and October 1, 2022, respectively.

Excluding goodwill and intangible assets, long-lived assets in foreign countries totaled approximately $ 1,101 million and $ 916 million at September 30, 2023, and October 1, 2022, 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, Singapore, South Korea, Taiwan and Thailand.

3 unchanged sentences

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

Twelve months ended October 1, 2022

Twelve months ended September 30, 2023

Foodservice (b)

37 unchanged sentences

(d) Includes 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 fiscal 2021, the Chicken segment included a $ 545 million reduction in Other due to the recognition of legal contingency accruals .

For fiscal 2023 and 2021, the Chicken segment included a $ 156 million and $ 545 million reduction in Other due to the recognition of legal contingency accruals, respectively .

SUPPLEMENTAL CASH FLOWS INFORMATION

The following table summarizes cash payments for interest and income taxes (in millions):

The following table summarizes cash payments for interest and income taxes for fiscal years ended 2023, 2022 and 2021 (in millions):

2023 2022 2021

5 unchanged sentences

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 as of October 1, 2022 and October 2, 2021, respectively, which is primarily recognized within Other Liabilities in our Consolidated Balance Sheet.

As of September 30, 2023 and October 1, 2022, one lease was classified as a finance lease with a debt balance of $ 6 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 $ 2 million and $ 3 million as of September 30, 2023 and October 1, 2022, respectively, which is primarily recognized within Other Liabilities in our Consolidated Balance Sheet.

Total payments of approximately $ 1 million in each of fiscal 2023, 2022 and 2021 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.

As of September 30, 2023, 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 6.9 million shares of Class A stock, giving it control of approximately 71.74 % of the total voting power of our outstanding voting stock.

In fiscal 2023, 2022 and 2021, 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 2023 , 2022 and 2021.

1 unchanged sentence

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 1, 2022, was not significant.

The remaining terms of the underlying obligations cover periods up to 8 years, and the maximum potential amount of future payments as of September 30, 2023, was not significant.

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

At October 1, 2022, and October 2, 2021, no significant liabilities for guarantees were recorded.

At September 30, 2023, and October 1, 2022, no significant liabilities for guarantees were recorded.

We have cash flow assistance programs in which certain livestock suppliers participate.

2 unchanged sentences

Participating suppliers are obligated to repay these receivables balances when market sales prices exceed this standard cost, or upon termination of the agreement.

Our potential maximum obligation associated with these programs is limited to the fair value of each participating livestock supplier’s net tangible assets.

The potential maximum obligation as of October 1, 2022, was approximately $ 290 million.

The total receivables under these programs were $ 6 million and $ 5 million at October 1, 2022 and October 2, 2021, respectively.

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 obligation as of September 30, 2023, was approximately $ 295 million.

The total receivables under these programs were $ 12 million and $ 6 million at September 30, 2023 and October 1, 2022, respectively.

These receivables are included, net of allowance for uncollectible amounts, in Accounts Receivable in our Consolidated Balance Sheets.

Even though these programs are limited to the net tangible assets of the participating livestock suppliers, we also manage a portion of our credit risk associated with these programs by obtaining security interests in livestock suppliers’ assets.

After analyzing residual credit risks and general market conditions, we had no allowance for these programs’ estimated uncollectible receivables at October 1, 2022, and October 2, 2021.

After analyzing residual credit risks and general market conditions, we have recorded an allowance for these program's estimated uncollectible receivables of $ 8 million at September 30, 2023 and no allowance for these programs at October 1, 2022, respectively.

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.

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

We had no deposits at September 30, 2023 and October 1, 2022.

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 repurchase 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 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 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 and have a remaining term in excess of one year, which at October 1, 2022 were (in millions):

At September 30, 2023, total amounts under these types of arrangements totaled $ 797 million.

Purchase Obligations

2029 and beyond 149

Total $ 1,146

Contingencies

6 unchanged sentences

Broiler Antitrust Civil Litigation

Beginning in September 2016, a series of purported 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.

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.

The operative complaints, which 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 in violation of United States antitrust laws.

3 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 first trial in this matter, which involves claims brought by the Direct Purchaser Plaintiff Class and certain direct-action plaintiffs, began on September 12, 2023.

The Company did not participate in the first trial as it had settled all of its claims with the plaintiffs in the first trial.

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

4 unchanged sentences

The foregoing settlements do not settle claims made by plaintiffs who opt out of the Classes in the Broiler Antitrust Civil Litigation.

In the first quarter of fiscal 2021, the Company recorded an aggregate legal contingency accrual of $ 320 million for the above-referenced settlements and to resolve the remaining claims brought by opt-out plaintiffs.

In the third quarter of fiscal 2021, the Company accrued an additional $ 225 million for the estimated costs to resolve the remaining claims brought by opt-out plaintiffs, bringing the total recorded legal contingency accrual for claims related to this matter to $ 545 million, which amount includes our existing settlements.

This amount reflects an estimate of the probable losses with respect to claims in the Broiler Antitrust Civil Litigation and bid-rigging claims of potentially affected parties identified by the DOJ in the indictments noted below.

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 were in the best interests of the Company and its shareholders to avoid the uncertainty, risk, expense and distraction of protracted litigation.

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.

During fiscal years 2023 and 2021 , the Company recorded aggregate legal contingency accruals of $ 146 million and $ 545 million, respectively, for claims related to this matter.

Additionally, d uring fiscal years 2023, 2022 and 2021, the Company reduced its total recorded legal contingency accrual by $ 94 million, $ 343 million and $ 80 million, respectively, for amounts it had paid related to this matter.

Accordingly, at September 30, 2023 and October 1, 2022, the legal contingency accrual for claims related to this matter was $ 174 million and $ 122 million, respectively.

Government Investigations

8 unchanged sentences

State Matters .

The Offices of the Attorney General in New Mexico, Alaska and Washington have filed complaints against us and certain of our poultry subsidiaries, as well as several other poultry processing companies and Agri Stats, Inc., an information services provider (“Agri Stats”).

The Offices of the Attorneys General in New Mexico, Alaska and Washington have filed complaints against us and certain of our poultry subsidiaries, as well as several other poultry processing companies and Agri Stats, Inc., an information services provider (“Agri Stats”).

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.

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.

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, The Company paid the settlement during fiscal 2023.

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.

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.

While the Company believes it has meritorious defenses to the claims that have been made, we are exploring whether it is possible to resolve them in such a way that will serve the best interests of the Company and its shareholders and avoid the uncertainty, risk, expense and distraction of protracted litigation.

As of September 30, 2023, 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.

Broiler Chicken Grower Litigation

6 unchanged sentences

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.

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.

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 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.

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.

Beef Antitrust Litigation

16 unchanged sentences

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 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.

8 unchanged sentences

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.

The indirect producer litigation is styled Sprecht et.

Tyson, Inc., et al .

In November 2022, the case was transferred and consolidated with In re Cattle and Beef Antitrust Litigation , MDL No.

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 May 22, 2020, December 23, 2020 and October 29, 2021, we received civil investigative demands (“CIDs”) from the DOJ’s Civil Antitrust Division.

3 unchanged sentences

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.

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 are reviewing and producing documents.

Wage Rate Litigation

16 unchanged sentences

We are cooperating with the investigation.

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.

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 case remains at the pleading stage and the classes have not yet been defined or certified by the court.

Other Matters

19 unchanged sentences

We have audited the accompanying consolidated balance sheets of Tyson Foods, Inc.

and its subsidiaries (the “Company”) as of October 1, 2022 and October 2, 2021, and the related consolidated statements of income, of comprehensive income, of shareholders’ equity and of cash flows for each of the three years in the period ended October 1, 2022, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended October 1, 2022 appearing under Item 15 (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of October 1, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of October 1, 2022 and October 2, 2021, and the results of its operations and its cash flows for each of the three years in the period ended October 1, 2022 in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of October 1, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

and its subsidiaries (the “Company”) as of September 30, 2023 and October 1, 2022, and the related consolidated statements of income, of comprehensive income, of shareholders' equity and of cash flows for the fiscal years ended September 30, 2023, October 1, 2022 and October 2, 2021, including the related notes and the schedule of valuation and qualifying accounts for the fiscal years ended September 30, 2023, October 1, 2022 and October 2, 2021 appearing under Item 15 (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of September 30, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 2023 and October 1, 2022, and the results of its operations and its cash flows for the fiscal years ended September 30, 2023, October 1, 2022 and October 2, 2021 in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

21 unchanged sentences

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

As described in Notes 1 and 5 to the consolidated financial statements, the Company’s consolidated goodwill balance was $10.5 billion as of October 1, 2022, which included $3.3 billion for the Chicken segment reporting units.

As disclosed by management, a goodwill impairment test is conducted as of the first day of the fourth quarter each year, or more frequently if impairment indicators arise.

Third and Fourth Quarter Interim Goodwill Impairment Assessments – Certain Reporting Units in the Chicken, Beef and Pork Segments and in International/Other

As described in Notes 1 and 5 to the consolidated financial statements, the Company’s consolidated goodwill balance was $9,878 million as of September 30, 2023, which included $3,064 million, $343 million, $423 million and $144 million for reporting units in the Chicken, Beef and Pork segments and in International/Other, respectively.

Goodwill is reviewed for impairment at least annually or more frequently if impairment indicators arise.

If it is determined, based on qualitative factors, the fair value of the reporting unit may more likely than not be less than carrying amount, a quantitative goodwill impairment test is performed.

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 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.

During the third quarter of fiscal 2023, the Company experienced lower than anticipated operating results and changing market fundamentals, as well as a drop in its market capitalization to below book value.

Consequently, management performed an interim assessment of goodwill and recorded a $448 million goodwill impairment charge, of which $210 million and $238 million was recognized in the Chicken segment and International/Other, respectively.

Management performed its annual impairment test as of the first day of the fourth quarter in fiscal 2023, and it did not result in an additional goodwill impairment.

During the fourth quarter of fiscal 2023, long-term treasury rates increased, which caused an increase in the discount rates used in estimating the fair value of the reporting units.

Consequently, management determined it was necessary to perform a quantitative assessment for the Beef, Pork and two of the Chicken segment reporting units as of September 30, 2023, and management recognized a $333 million goodwill impairment charge related to the Beef reporting unit.

The principal considerations for our determination that performing procedures relating to the third and fourth quarter interim goodwill impairment assessments of certain reporting units in the Chicken, Beef and Pork segments and in International/Other is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of the reporting units;

(ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to (a) for the third quarter interim impairment assessment:

sales growth, operating margins, and discount rates used in the discounted cash flow method for the Beef, Pork and certain Chicken and International/Other reporting units, and valuation multiples used in the guideline public company method for certain Chicken and International/Other reporting units and (b) for the fourth quarter interim impairment assessment:

operating margins and discount rates used in the discounted cash flow method for the Beef reporting unit;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the Company’s Chicken segment reporting units.

These procedures also included, among others, testing management’s process for developing the fair value estimates of the Chicken segment reporting units;

evaluating the appropriateness of the income and market valuation approaches;

testing the completeness and accuracy of underlying data used in the valuation approaches;

and evaluating the reasonableness of management’s anticipated future cash flows and significant assumptions related to sales growth, operating margins, discount rates and valuation multiples.

Evaluating management’s assumptions related to sales growth, operating margins, discount rates and valuation multiples involved evaluating whether the assumptions used were reasonable considering (i) the current and past performance of the reporting unit, (ii) the consistency with external market and industry data, and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s valuation approaches and the sales growth, operating margins, discount rates and valuation multiples significant assumptions.

These procedures included testing the effectiveness of the Company’s controls relating to management’s third and fourth quarter interim goodwill impairment assessments, including controls over the valuation of certain reporting units in the Chicken, Beef and Pork segments and in International/Other.

These procedures also included, among others, as applicable to the reporting units and interim impairment assessments described above, (i) testing management’s process for developing the fair value estimates of certain reporting units in the Chicken, Beef and Pork segments and in International/Other;

(ii) evaluating the appropriateness of the income and market valuation approaches, as applicable;

(iii) testing the completeness and accuracy of underlying data used in the valuation approaches;

and (iv) evaluating the reasonableness of management’s significant assumptions related to sales growth, operating margins, discount rates and valuation multiples, as applicable.

(ii) the consistency with external market and industry data;

and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the Company’s valuation approaches and (ii) the reasonableness of the sales growth, discount rates and valuation multiples significant assumptions, as applicable to the reporting units and interim impairment assessments described above.

/s/ PricewaterhouseCoopers LLP

Fayetteville, Arkansas

Springdale, Arkansas

November 13, 2023

3 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