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Item 1. Financial Statements

2024-05-06 compared with 2024-02-05 · 240 added, 157 removed, 701 unchanged (36% of the section changed)

3 unchanged sentences

(In millions, except per share data)

Three Months Ended

December 30, 2023 December 31, 2022

Three Months Ended Six Months Ended

March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023

Sales $ 13,072 $ 13,133 $ 26,391 $ 26,393

2 unchanged sentences

Selling, General and Administrative 554 576 1,146 1,077

Operating Income 231 467

Operating Income (Loss) 312 ( 49 ) 543 418

Other (Income) Expense:

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Total Other (Income) Expense 109 81 179 114

Income before Income Taxes 161 434

Income Tax Expense 47 114

Net Income 114 320

Income (Loss) before Income Taxes 203 ( 130 ) 364 304

Income Tax Expense (Benefit) 55 ( 39 ) 102 75

Net Income (Loss) 148 ( 91 ) 262 229

Net Income Attributable to Noncontrolling Interests 3 6 10 10

Net Income Attributable to Tyson $ 107 $ 316

Net Income Per Share Attributable to Tyson:

Net Income (Loss) Attributable to Tyson $ 145 $ ( 97 ) $ 252 $ 219

Net Income (Loss) Per Share Attributable to Tyson:

Class A Basic $ 0.42 $ ( 0.28 ) $ 0.73 $ 0.63

5 unchanged sentences

(In millions)

Three Months Ended

December 30, 2023 December 31, 2022

Net Income $ 114 $ 320

Three Months Ended Six Months Ended

March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023

Net Income (Loss) $ 148 $ ( 91 ) $ 262 $ 229

Other Comprehensive Income (Loss), Net of Taxes:

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Total Other Comprehensive Income (Loss), Net of Taxes ( 54 ) 21 9 103

Comprehensive Income 177 402

Comprehensive Income Attributable to Noncontrolling Interests 15 4

Comprehensive Income Attributable to Tyson $ 162 $ 398

Comprehensive Income (Loss) 94 ( 70 ) 271 332

Comprehensive Income (Loss) Attributable to Noncontrolling Interests ( 4 ) 6 11 10

Comprehensive Income (Loss) Attributable to Tyson $ 98 $ ( 76 ) $ 260 $ 322

See accompanying Notes to Consolidated Condensed Financial Statements.

2 unchanged sentences

(In millions, except share and per share data)

December 30, 2023 September 30, 2023

March 30, 2024 September 30, 2023

Current Assets:

26 unchanged sentences

Accumulated other comprehensive gain (loss) ( 252 ) ( 260 )

Treasury stock, at cost – 91 million shares at December 30, 2023 and 92 million shares at September 30, 2023 ( 4,909 ) ( 4,972 )

Treasury stock, at cost – 91 million shares at March 30, 2024 and 92 million shares at September 30, 2023 ( 4,927 ) ( 4,972 )

Total Tyson Shareholders’ Equity 18,089 18,133

6 unchanged sentences

(In millions)

Three Months Ended

December 30, 2023 December 31, 2022

Shares Amount Shares Amount

Three Months Ended Six Months Ended

March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023

Shares Amount Shares Amount Shares Amount Shares Amount

Class A Common Stock:

8 unchanged sentences

Balance at beginning of period 18,693 20,225 18,760 20,084

Net income attributable to Tyson 107 316

Net Income (Loss) Attributable to Tyson 145 ( 97 ) 252 219

Dividends ( 171 ) ( 166 ) ( 345 ) ( 341 )

2 unchanged sentences

Balance at beginning of period ( 205 ) ( 215 ) ( 260 ) ( 297 )

Other comprehensive income 55 82

Other comprehensive income (loss) ( 47 ) 21 8 103

Balance at end of period ( 252 ) ( 194 ) ( 252 ) ( 194 )

16 unchanged sentences

(In millions)

Three Months Ended

December 30, 2023 December 31, 2022

Six Months Ended

March 30, 2024 April 1, 2023

Cash Flows From Operating Activities:

22 unchanged sentences

Other, net ( 12 ) 1

Cash Used for Financing Activities ( 26 ) ( 482 )

Cash Provided by (Used for) Financing Activities 1,051 ( 101 )

Effect of Exchange Rate Changes on Cash 2 20

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Actual results could differ from those estimates.

We believe the accompanying consolidated condensed financial statements contain all adjustments, which are of a normal recurring nature necessary to state fairly our financial position as of December 30, 2023 and the results of operations for the three months ended December 30, 2023 and December 31, 2022.

We believe the accompanying consolidated condensed financial statements contain all adjustments, which are of a normal recurring nature necessary to state fairly our financial position as of March 30, 2024 and the results of operations for the three and six months ended March 30, 2024 and April 1, 2023.

Results of operations and cash flows for the periods presented are not necessarily indicative of results to be expected for the full year.

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If the carrying amount of the reporting unit exceeds the fair value, an impairment loss is recognized in an amount equal to that excess, not to exceed the carrying amount of goodwill.

Our qualitative assessment for the first quarter of fiscal 2024 did not indicate that it was more likely than not the fair value of any of our reporting units or indefinite lived intangibles was less than the carrying amount, and as such, no quantitative test was deemed necessary.

Our qualitative assessment for the first and second quarters of fiscal 2024 did not indicate that it was more likely than not the fair value of any of our reporting units or indefinite lived intangibles was less than the carrying amount, and as such, no quantitative test was deemed necessary.

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

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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.

During the first quarter of fiscal 2023, we revised estimates and recorded adjustments of approximately $ 30 million primarily to reduce certain employee compensation accruals recorded as of October 1, 2022.

New Regulation

On November 28, 2023, the United States Department of Agriculture published the Transparency in Poultry Grower Contracting and Tournaments rule that amended section 202(a) of the Packers and Stockyards Act to introduce new disclosure requirements that live poultry dealers must furnish to contract broiler growers.

The rule is effective February 12, 2024, and directs live poultry dealers to amend broiler grower contracts to reflect certain new requirements.

We are still evaluating the impact the new requirements will have on our consolidated financial statements.

The rule was effective February 12, 2024, and directed live poultry dealers to amend broiler grower contracts to reflect certain new requirements.

In compliance with the rule, we offered amendments to all our broiler growers which encompassed the new requirements, including but not limited to minimum number of flock placements and stocking density.

As the amendments to certain contracts created fixed minimum payments associated with embedded leases, we recognized an additional $ 72 million right-of-use asset and a corresponding operating lease liability in the second quarter of fiscal 2024.

These are reflected in the Consolidated Condensed Balance Sheets within Other Assets, Other current liabilities and Other Liabilities.

Recently Issued Accounting Pronouncements

In March 2024, the SEC issued a final rule that will require registrants to provide certain climate-related information in their registration statements and annual reports.

The rule is effective for annual reporting periods beginning in 2025, our fiscal 2026, and will be applied prospectively.

We are currently evaluating the impact this guidance will have on our consolidated financial statements.

In December 2023, the Financial Accounting Standards Board (the "FASB") issued authoritative guidance to enhance the transparency and decision usefulness of income tax disclosures primarily related to the rate reconciliation and income taxes paid information.

The guidance is effective for annual reporting periods beginning after December 15, 2024, our fiscal 2026 and will be applied prospectively.

We are currently evaluating the impact this guidance will have on our consolidated financial statements.

We are currently evaluating the impact this guidance will have on disclosures in our consolidated financial statements.

In November 2023, the FASB issued authoritative guidance to improve the disclosures about a public entity's reportable segments and address requests from investors for additional, more detailed information about a reportable segment's expenses.

1 unchanged sentence

Amendments will be applied retrospectively to all prior periods presented in the financial statements.

We are currently evaluating the impact this guidance will have on our consolidated financial statements.

We are currently evaluating the impact this guidance will have on disclosures in our consolidated financial statements.

In March 2023, the FASB issued authoritative guidance intended to address issues related to arrangements between entities under common control such as terms and conditions an entity should consider for determining whether a lease exists and the classification and accounting for that lease as well as accounting for leasehold improvements associated with leases between entities under common control.

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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 our Prepared Foods segment and through December 30, 2023, were insignificant to our Consolidated Condensed Statements of Income.

Its results, subsequent to the acquisition closing, are included in our Prepared Foods segment and through March 30, 2024 were insignificant to our Consolidated Condensed 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 revision as additional information becomes available and more detailed analyses are completed.

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

The results of SFPC, subsequent to the acquisition closing, are included in International/Other for segment presentation and through March 30, 2024 were insignificant to our Consolidated Condensed Statements of Income.

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

1 unchanged sentence

Cost includes purchased raw materials, live purchase costs, growout costs (primarily feed, livestock grower pay and catch and haul costs), labor and manufacturing and production overhead, which are related to the purchase and production of inventories.

At December 30, 2023, the cost of inventories was determined by either the first-in, first-out method or the weighted-average method, which is consistent with the methods used at September 30, 2023.

Inventories are presented net of lower of cost or net realizable value adjustments of $ 186 million and $ 145 million as of December 30, 2023 and September 30, 2023, respectively.

At March 30, 2024, the cost of inventories was determined by either the first-in, first-out method or the weighted-average method, which is consistent with the methods used at September 30, 2023.

Inventories are presented net of lower of cost or net realizable value adjustments of $ 139 million and $ 145 million as of March 30, 2024 and September 30, 2023, respectively.

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

December 30, 2023 September 30, 2023

March 30, 2024 September 30, 2023

Processed products $ 2,735 $ 2,847

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

December 30, 2023 September 30, 2023

March 30, 2024 September 30, 2023

Land $ 220 $ 219

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Other current liabilities are as follows (in millions):

December 30, 2023 September 30, 2023

March 30, 2024 September 30, 2023

Accrued salaries, wages and benefits $ 753 $ 672

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Included in the table above are $ 202 million of charges that have resulted or will result in cash outflows and $ 26 million in non-cash charges.

The following table reflects the pretax impact of the 2022 Program’s restructuring and related charges during the first quarter of fiscal 2024 by reportable segment (in millions):

The following table reflects the pretax impact of the 2022 Program’s restructuring and related charges during the second quarter of fiscal 2024 by reportable segment (in millions):

Beef Pork Chicken Prepared Foods International/Other Total

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Total $ — $ — $ ( 2 ) $ 3 $ — $ 1

For the first quarter of fiscal 2024, we recorded restructuring and related charges of $ 3 million and $ 27 million in Cost of Sales and Selling, General and Administrative, respectively, in our Consolidated Condensed Statements of Income.

For the second quarter of fiscal 2024, we recorded restructuring and related (reduction) charges of $( 3 ) million and $ 4 million in Cost of Sales and Selling, General and Administrative, respectively, in our Consolidated Condensed Statements of Income.

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

Beef Pork Chicken Prepared Foods International/Other Total

Severance costs $ — $ — $ ( 1 ) $ 2 $ 1 $ 2

Relocation and related costs 6 1 1 5 — 13

Accelerated depreciation 1 1 — 2 — 4

Contract and lease terminations — — — — — —

Professional and other fees 1 — — 2 — 3

Total $ 8 $ 2 $ — $ 11 $ 1 $ 22

For the second quarter of fiscal 2023, we recorded restructuring and related (reduction) charges of $( 4 ) million and $ 26 million in Cost of Sales and Selling, General and Administrative, respectively, in our Consolidated Condensed Statements of Income.

The following table reflects the pretax impact of the 2022 Program’s restructuring and related charges during the first six months of fiscal 2024 by reportable segment (in millions):

Beef Pork Chicken Prepared Foods International/Other Total

Severance costs $ 1 $ — $ 2 $ 1 $ — $ 4

Relocation and related costs 3 1 — 4 — 8

Accelerated depreciation — — — — — —

Contract and lease terminations — — — 19 — 19

Professional and other fees — — — — — —

Total $ 4 $ 1 $ 2 $ 24 $ — $ 31

For the first six months of fiscal 2024, we recorded restructuring and related charges of $ 31 million in Selling, General and Administrative in our Consolidated Condensed Statements of Income.

Included in the above results are $ 21 million of charges that have resulted or will result in cash outflows and $ 10 million in non-cash charges.

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

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

Beef Pork Chicken Prepared Foods International/Other Total

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Total $ 13 $ 4 $ 1 $ 19 $ 6 $ 43

For the first quarter of fiscal 2023, we recorded restructuring and related charges associated with the 2022 Program of $ 8 million and $ 13 million in Cost of Sales and Selling, General and Administrative, respectively, in our Consolidated Condensed Statements of Income.

For the first six months of fiscal 2023, we recorded restructuring and related charges of $ 4 million and $ 39 million in Cost of Sales and Selling, General and Administrative, respectively, in our Consolidated Condensed Statements of Income.

Included in the above results are $ 35 million of charges that have resulted or will result in cash outflows and $ 8 million in non-cash charges.

7 unchanged sentences

Total $ 53 $ 17 $ 24 $ 109 $ 18 $ 221

Through the first quarter of fiscal 2024, we recorded restructuring and related charges to date of $ 50 million and $ 170 million in Cost of Sales and Selling, General and Administrative, respectively, in our Consolidated Condensed Statements of Income.

Through the second quarter of fiscal 2024, we recorded restructuring and related charges to date of $ 47 million and $ 174 million in Cost of Sales and Selling, General and Administrative, respectively, in our Consolidated Condensed Statements of Income.

Included in the above results are $ 195 million of charges to date that have resulted or will result in cash outflows and $ 26 million in non-cash charges to date.

The following table reflects our liability related to the 2022 Program, which was recognized in other current liabilities in our Consolidated Condensed Balance sheet as of December 30, 2023 (in millions):

Balance at September 30, 2023 Restructuring Expense Payments Changes in Estimates Balance at December 30, 2023

The following table reflects our liability related to the 2022 Program, which was recognized in other current liabilities in our Consolidated Condensed Balance sheet as of March 30, 2024 (in millions):

Balance at September 30, 2023 Restructuring Expense Payments Changes in Estimates Balance at March 30, 2024

Severance costs $ 58 $ 6 $ ( 36 ) $ ( 2 ) $ 26

11 unchanged sentences

and North Little Rock, Arkansas, to optimize asset utilization.

As of December 30, 2023, we have shifted production to other facilities and ceased operations at our Glen Allen, Van Buren, Dexter, Noel and North Little Rock facilities, and expect to shift production and cease operations at Corydon during the third quarter of fiscal 2024.

We shifted production to other facilities and ceased operations at both plants during the first quarter of fiscal 2024.

As a result of the plant closures, we recorded $ 75 million of charges in the first quarter of fiscal 2024, primarily related to accelerated depreciation, severance, retention and related costs.

The charges are reflected in the Consolidated Condensed Statements of Income in Cost of Sales and included $ 6 million of charges that have resulted or will result in cash outflows and $ 69 million in non-cash charges.

We did not incur plant closure charges in the first quarter of fiscal 2023.

The following table reflects our liability related to plant closures as of December 30, 2023 (in millions):

Balance at September 30, 2023 Plant Closure Charges Payments Balance at December 30, 2023

As of March 30, 2024, we shifted production to other facilities and ceased operations at all six facilities.

Additionally, during the first quarter of fiscal 2024, the Company approved the closure of two case ready value-added plants in our Beef segment located in Columbia, South Carolina and Jacksonville, Florida and during the second quarter of fiscal 2024 approved the closure of a Pork segment processing facility in Perry, Iowa to optimize asset utilization.

We shifted production to other facilities and ceased operations at our Columbia and Jacksonville facilities during the first quarter of fiscal 2024 and expect to shift production and cease operations at our Perry facility during the third quarter of fiscal 2024.

As a result of the plant closures, we recorded $ 39 million and $ 114 million of charges in the second quarter and first six months of fiscal 2024, respectively, and $ 92 million of charges in the second quarter and first six months of fiscal 2023, primarily related to accelerated depreciation, severance, retention and related costs.

The charges are reflected in the Consolidated Condensed Statements of Income in Cost of Sales.

Included in the results for the first six months of fiscal 2024 are $ 2 million of charges that have resulted or will result in cash outflows and $ 112 million in non-cash charges.

Included in the results for the first six months of fiscal 2023 are $ 83 million of charges that have resulted or will result in cash outflows and $ 9 million of non-cash charges.

The following table reflects our liability related to plant closures as of March 30, 2024 (in millions):

Balance at September 30, 2023 Plant Closure Charges Payments Balance at March 30, 2024

Contract termination $ 151 $ 11 $ ( 50 ) $ 112

1 unchanged sentence

Total $ 165 $ 16 $ ( 59 ) $ 122

During the first quarter of fiscal 2024, we experienced a fire at a production facility in the Netherlands which is included in International/Other for segment presentation.

In the second quarter of fiscal 2024, we recognized additional charges due to our current intention to discontinue use of certain productive assets associated with this facility.

For the second quarter and first six months of fiscal 2024, these charges totaled $ 54 million and $ 80 million, respectively, primarily related to property, plant and equipment impairments, severance costs, inventory write-offs and clean-up costs, partially offset by insurance proceeds.

The net charges are reflected in the Consolidated Condensed Statements of Income in Cost of Sales and, for the first six months of fiscal 2024, included $ 32 million of charges that have resulted or will result in cash outflows and $ 53 million of non-cash charges, offset by $ 5 million of insurance proceeds.

We continue to strategically evaluate optimization of such items as network capacity, manufacturing efficiencies and business technology.

1 unchanged sentence

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

December 30, 2023 September 30, 2023

March 30, 2024 September 30, 2023

Revolving credit facility $ — $ —

6 unchanged sentences

4.35% Notes due March 2029 (“2029 Notes”) 1,000 1,000

5.40% Notes due March 2029 ("5.40% 2029 Notes") 600 —

6.13% Notes due November 2032 158 158

5.70% Notes due March 2034 ("5.70% 2034 Notes") 900 —

4.88% Notes due August 2034 500 500

3 unchanged sentences

Discount on senior notes ( 38 ) ( 36 )

Term loan facility due May 2026 (6.71% at December 30, 2023) 1,000 1,000

Term loan facility due May 2028 (7.19% at December 30, 2023) 750 —

Term loan facility due May 2026 (6.68% at March 30, 2024) 750 1,000

Term loan facility due May 2028 (7.17% at March 30, 2024) 750 —

Other 223 164

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

At December 30, 2023, amounts available for borrowing under this facility totaled $ 2.25 billion and we had no outstanding borrowings and no outstanding letters of credit issued under this facility.

At December 30, 2023 we had $ 97 million of bilateral letters of credit issued separately from the revolving credit facility, none of which were drawn upon.

At March 30, 2024, amounts available for borrowing under this facility totaled $ 2.25 billion and we had no outstanding borrowings and no outstanding letters of credit issued under this facility.

At March 30, 2024 we had $ 90 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.

2 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 December 30, 2023, we had no commercial paper outstanding .

As of March 30, 2024, we had no commercial paper outstanding .

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

5.40% 2029 Notes/5.70% 2034 Notes

In March 2024, we issued senior unsecured notes with an aggregate principal amount of $ 1.5 billion, consisting of $ 600 million due March 2029 ("5.40% 2029 Notes") and $ 900 million due March 2034 ("5.70% 2034 Notes").

A portion of the net proceeds from the issuances were used to repay $ 250 million of the amount outstanding under our term loan facility due May 2026 and we expect to use the remainder of the proceeds to retire the August 2024 notes.

Interest payments on the 5.40% 2029 Notes and 5.70% 2034 Notes are due semi-annually on March 15 and September 15, beginning September 15, 2024.

After the original issue discounts of $ 3 million, we received net proceeds of $ 1,497 million and incurred debt issuance costs of $ 14 million related to the issuances.

Term Loan Facilities

We have a $ 1.0 billion term loan facility that matures in May 2026 and a $ 750 million term loan facility that matures in May 2028.

We have a $ 750 million term loan facility that matures in May 2026 and a $ 750 million term loan facility that matures in May 2028.

In the first quarter of fiscal 2024, we borrowed the full $ 750 million available under the loan facility that matures in May 2028 and used it to repay $ 592 million of outstanding commercial paper obligations.

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

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

We were in compliance with all debt covenants at March 30, 2024.

Share Repurchases

As of December 30, 2023, 7.3 million shares remained available for repurchase under the Company's share repurchase program.

As of March 30, 2024, 7.3 million shares remained available for repurchase under the Company's share repurchase program.

The program has no fixed or scheduled termination date, and the timing and extent to which we repurchase shares will depend upon, among other things, our working capital needs, markets, industry conditions, liquidity targets, limitations under our debt obligations and regulatory requirements.

1 unchanged sentence

A summary of share repurchases of our Class A stock is as follows (in millions):

Three Months Ended

December 30, 2023 December 31, 2022

Shares Dollars Shares Dollars

Three Months Ended Six Months Ended

March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023

Shares Dollars Shares Dollars Shares Dollars Shares Dollars

Shares repurchased:

2 unchanged sentences

Total share repurchases 0.3 $ 18 0.3 $ 19 0.6 $ 31 5.2 $ 332

Our effective tax rate was 29.4 % and 26.1 % for the first quarter of fiscal 2024 and 2023, respectively.

The effective tax rate for the first quarter of fiscal 2024 is higher than the federal statutory tax rate primarily due to state taxes and net unfavorable permanent book-to-tax differences, partially offset by various tax benefits.

The effective tax rate for the first quarter of fiscal 2023 was higher than the federal statutory tax rate primarily due to state taxes.

Unrecognized tax benefits were $ 133 million and $ 131 million at December 30, 2023 and September 30, 2023, respectively.

Our effective tax rate was 26.9 % on pretax income for the second quarter of fiscal 2024, 29.4 % on pretax loss for the second quarter of fiscal 2023, and 28.0 % and 24.7 % on pretax income for the first six months of fiscal 2024 and 2023, respectively.

In all periods presented, the effective tax rates were increased due to state taxes and include the impact of various tax benefits;

however, tax benefits increase the effective tax rate in a period of pretax loss and decrease the effective tax rate in a period of pretax income.

Additionally, the effective tax rates for the second quarter and first six months of fiscal 2024 are higher than the federal statutory tax rate due to the impact of foreign losses for which a tax benefit cannot be recognized.

Unrecognized tax benefits were $ 134 million and $ 131 million at March 30, 2024 and September 30, 2023, respectively.

In December 2021, we received an assessment from the Mexican tax authorities related to the 2015 sale of our direct and indirect equity interests in subsidiaries which held our Mexico operations.

2 unchanged sentences

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.

EARNINGS PER SHARE

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

Three Months Ended

December 30, 2023 December 31, 2022

Net income $ 114 $ 320

EARNINGS (LOSS) PER SHARE

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

Three Months Ended Six Months Ended

March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023

Net income (loss) $ 148 $ ( 91 ) $ 262 $ 229

Net income attributable to noncontrolling interests 3 6 10 10

Net income attributable to Tyson 107 316

Net income (loss) attributable to Tyson 145 ( 97 ) 252 219

Less dividends declared:

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Class A weighted average shares 284 284 284 285

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

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

Effect of dilutive securities:

Stock options, restricted stock and performance units 1 — 1 1

Denominator for diluted earnings per share – weighted average shares and assumed conversions 355 358

Net income per share attributable to Tyson:

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

355 284 355 356

Net income (loss) per share attributable to Tyson:

Class A basic $ 0.42 $ ( 0.28 ) $ 0.73 $ 0.63

Class B basic $ 0.37 $ ( 0.25 ) $ 0.65 $ 0.56

Diluted $ 0.30 $ 0.88

$ 0.41 $ ( 0.28 ) $ 0.71 $ 0.61

Dividends Declared Per Share:

1 unchanged sentence

Class B $ 0.441 $ 0.432 $ 0.891 $ 0.882

Approximately 7 million and 4 million of our stock-based compensation shares were antidilutive for the three months ended December 30, 2023 and December 31, 2022, respectively.

(a) For the second quarter of fiscal 2023, as the Company was 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.

Accordingly, the Company adjusted the presentation for the second quarter of fiscal 2023 to remove the 70 million Class B weighted average shares, which did not change diluted net loss per share attributable to Tyson.

Approximately 7 million of our stock-based compensation shares were antidilutive for the three and six months ended March 30, 2024.

Approximately 10 million and 5 million of our stock-based compensation shares were antidilutive for the three and six months ended April 1, 2023, respectively.

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

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Additionally, our derivative contracts are mostly short-term in duration and we generally do not make use of credit-risk-related contingent features.

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

No significant concentrations of credit risk existed at March 30, 2024.

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

in millions, except soybean meal tons Metric December 30, 2023 September 30, 2023

in millions, except soybean meal tons Metric March 30, 2024 September 30, 2023

Corn Bushels 130 65

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Gains and losses representing hedge ineffectiveness are recognized in earnings in the current period.

Ineffectiveness related to our cash flow hedges was not significant for the three months ended December 30, 2023, and December 31, 2022.

As of December 30, 2023, we had $ 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 the three months ended December 30, 2023 and December 31, 2022, we did not reclassify significant pretax gains or losses into earnings as a result of the discontinuance of cash flow hedges.

For the three months ended December 30, 2023 and December 31, 2022, we had no gains or losses recognized in OCI on derivatives designated as cash flow hedges.

Ineffectiveness related to our cash flow hedges was not significant for the three and six months ended March 30, 2024, and April 1, 2023.

As of March 30, 2024, we had $ 11 million of realized losses related to treasury rate locks in connection with the issuance of the 2026, 2029 and 2048 Notes, which will be reclassified to earnings over the lives of these notes.

During the six months ended March 30, 2024 and April 1, 2023, we did not reclassify significant pretax gains or losses into earnings as a result of the discontinuance of cash flow hedges.

For the six months ended March 30, 2024 and April 1, 2023, we had no gains or losses recognized in OCI on derivatives designated as cash flow hedges.

Fair Value Hedges

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We include the gain or loss on the hedged items (e.g., livestock purchase firm commitments) in the same line item, Cost of Sales, as the offsetting gain or loss on the related livestock forward position.

Ineffectiveness related to fair value hedges was not significant for the three months ended December 30, 2023, and December 31, 2022.

The following table sets forth the carrying amount of fair value hedge (assets) liabilities as of December 30, 2023 and September 30, 2023 (in millions):

Consolidated Condensed Balance Sheets Classification December 30, 2023 September 30, 2023

Ineffectiveness related to fair value hedges was not significant for the three and six months ended March 30, 2024, and April 1, 2023.

The following table sets forth the carrying amount of fair value hedge (assets) liabilities as of March 30, 2024 and September 30, 2023 (in millions):

Consolidated Condensed Balance Sheets Classification March 30, 2024 September 30, 2023

Inventory $ 2 $ 16

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

Consolidated Condensed Statements of Income Classification Three Months Ended

December 30, 2023 December 31, 2022

Consolidated Condensed Statements of Income Classification Three Months Ended Six Months Ended

March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023

Cost of Sales $ 12,206 $ 12,606 $ 24,702 $ 24,898

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

Consolidated Condensed Statements of Income Classification Three Months Ended

December 30, 2023 December 31, 2022

Consolidated Condensed Statements of Income Classification Three Months Ended Six Months Ended

March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023

Cost of Sales Gain (Loss) on fair value hedges:

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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):

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

March 30, 2024 Level 1 Level 2 Level 3 Netting (a) Total

Other Current Assets:

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(a) Our derivative assets and liabilities are presented in our Consolidated Condensed Balance Sheets on a net basis when a legally enforceable master netting arrangement exists between the counterparty to a derivative contract and us.

Additionally, at December 30, 2023, and September 30, 2023, we had $ 32 million and $ 113 million, respectively, of net cash collateral with various counterparties where master netting arrangements exist and held no cash collateral.

Additionally, at March 30, 2024, and September 30, 2023, we had $ 88 million and $ 113 million, respectively, of net cash collateral 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):

Three Months Ended

December 30, 2023 December 31, 2022

Six Months Ended

March 30, 2024 April 1, 2023

Balance at beginning of year $ 30 $ 35

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Balance at end of period $ 30 $ 33

Total gains (losses) for the three month period included in earnings attributable to the change in unrealized gains (losses) relating to assets and liabilities still held at end of period

Total gains (losses) for the six month period included in earnings attributable to the change in unrealized gains (losses) relating to assets and liabilities still held at end of period

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

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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):

December 30, 2023 September 30, 2023

March 30, 2024 September 30, 2023

Cost Basis Fair

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We consider many factors in determining whether a loss is credit-related, including the financial condition and near-term prospects of the issuer, borrower repayment characteristics for asset-backed securities, and our ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery.

We recognized no direct write-offs or allowances for credit losses in earnings for the three months ended December 30, 2023, and December 31, 2022.

We recognized no direct write-offs or allowances for credit losses in earnings for the six months ended March 30, 2024, and April 1, 2023.

Deferred Compensation Assets

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Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges and, with respect to our equity investments without readily determinable fair values, recorded by applying the measurement alternative for which such investments are recorded at cost and adjusted for an observable price change in an orderly transaction for an identical or similar investment of the same issuer.

We did not have any significant measurements of assets or liabilities at fair value on a nonrecurring basis subsequent to their initial recognition during the three months ended December 30, 2023 and December 31, 2022.

During the six months ended March 30, 2024, we recorded a fixed asset impairment charge of $ 25 million in Cost of Sales in the Consolidated Condensed Statements of Income as a result of our current intention to discontinue the use of certain productive assets at our Netherlands facility.

The charge was derived using Level 3 inputs and was driven by management's estimate of the potential proceeds from the disposal of the assets.

We did not have any other significant measurements of assets or liabilities at fair value on a nonrecurring basis subsequent to their initial recognition during the six months ended March 30, 2024 and April 1, 2023.

Other Financial Instruments

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Fair value and carrying value for our debt are as follows (in millions):

December 30, 2023 September 30, 2023

March 30, 2024 September 30, 2023

Fair Value Carrying Value Fair Value Carrying Value

Total debt $ 10,663 $ 10,960 $ 8,693 $ 9,506

OTHER COMPREHENSIVE INCOME

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

Three Months Ended

December 30, 2023 December 31, 2022

Before Tax Tax After Tax Before Tax Tax After Tax

OTHER COMPREHENSIVE INCOME (LOSS)

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

Three Months Ended Six Months Ended

March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023

Before Tax Tax After Tax Before Tax Tax After Tax Before Tax Tax After Tax Before Tax Tax After Tax

Derivatives accounted for as cash flow hedges:

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Unrealized gain (loss) ( 1 ) — ( 1 ) 1 — 1 3 ( 1 ) 2 1 — 1

Total other comprehensive income $ 65 $ ( 2 ) $ 63 $ 82 $ — $ 82

(a) Before and after tax translation adjustment for the three months ended December 30, 2023 included $ 8 million of Comprehensive Income Attributable to Noncontrolling Interests

Total other comprehensive income (loss) $ ( 55 ) $ 1 $ ( 54 ) $ 21 $ — $ 21 $ 10 $ ( 1 ) $ 9 $ 103 $ — $ 103

(a) Before and after tax translation adjustment for the three and six months ended March 30, 2024 included $( 7 ) million and $ 1 million of Comprehensive Income (Loss) Attributable to Noncontrolling Interests, respectively.

SEGMENT REPORTING

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

Three Months Ended

December 30, 2023 December 31, 2022

Three Months Ended Six Months Ended

March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023

Beef $ 4,954 $ 4,617 $ 9,977 $ 9,340

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Total Sales $ 13,072 $ 13,133 $ 26,391 $ 26,393

Three Months Ended

December 30, 2023 December 31, 2022

Three Months Ended Six Months Ended

March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023

Operating Income (Loss):

$ ( 35 ) $ — $ ( 241 ) $ 166

( 1 ) ( 33 ) 38 ( 54 )

158 ( 258 ) 335 ( 189 )

Prepared Foods 230 241 473 499

International/Other (d)

Total Operating Income 231 467

( 40 ) 1 ( 62 ) ( 4 )

Total Operating Income (Loss) 312 ( 49 ) 543 418

Total Other (Income) Expense 109 81 179 114

Income before Income Taxes $ 161 $ 434

(a) Beef segment results for the three months ended December 30, 2023 included $ 40 million of costs related to plant closures and a $ 45 million legal contingency accrual, recognized in Cost of Sales.

Additionally, Beef segment results for the three months ended December 31, 2022 included $ 42 million of insurance proceeds, net of costs incurred, recognized in Cost of Sales.

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

(c) Chicken segment results for the three months ended December 30, 2023 included insurance proceeds, net of costs incurred, of $ 24 million and costs related to plant closures of $ 35 million, recognized in Cost of Sales.

Additionally, Chicken segment results for the three months ended December 31, 2022 included $ 7 million of costs related to a fire at one of our production facilities, net of insurance proceeds, recognized in Cost of Sales.

(d) International/Other results for the three months ended December 30, 2023 included $ 26 million of costs incurred due to a production facility fire in Europe, net of insurance proceeds, recognized in Cost of Sales.

Income (Loss) before Income Taxes $ 203 $ ( 130 ) $ 364 $ 304

(a) Beef segment results for the six months ended March 30, 2024 included a $ 45 million legal contingency accrual and $ 41 million of costs related to plant closures recognized in Cost of Sales.

Beef segment results for the six months ended April 1, 2023 included $ 42 million of insurance proceeds, net of costs incurred, recognized in Cost of Sales.

(b) Pork segment results for the three and six months ended March 30, 2024 included $ 34 million of costs related to plant closures, recognized in Cost of Sales.

Pork segment results for the six months ended March 30, 2024 included a $ 28 million legal contingency accrual, recognized in Cost of Sales.

(c) Chicken segment results for the six months ended March 30, 2024 included $ 39 million of costs related to plant closures and $ 24 million of insurance proceeds, net of costs incurred, recognized in Cost of Sales.

Chicken segment results for the three and six months ended April 1, 2023 included $ 92 million of costs related to plant closures, recognized in Cost of Sales.

Chicken segment results for the six months ended April 1, 2023 included $ 7 million of costs related to a fire at one of our production facilities, net of insurance proceeds, recognized in Cost of Sales.

(d) International/Other results for the three and six months ended March 30, 2024 included $ 54 million and $ 80 million, respectively, of costs, net of insurance proceeds, related to a fire at our production facility in the Netherlands and our current intention to discontinue the use of certain productive assets, recognized in Cost of Sales.

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

Three months ended December 30, 2023

Three months ended March 30, 2024

Foodservice (b)

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Industrial and Other (d)

Intersegment Total

Total External Customers Intersegment Total

Beef $ 2,367 $ 1,287 $ 662 $ 549 $ 4,865 $ 89 $ 4,954

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Total $ 5,963 $ 3,912 $ 1,893 $ 1,304 $ 13,072 $ — $ 13,072

Three months ended December 31, 2022

Three months ended April 1, 2023

Foodservice (b)

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Industrial and Other (d)

Intersegment Total

Total External Customers Intersegment Total

Beef $ 2,134 $ 1,191 $ 610 $ 560 $ 4,495 $ 122 $ 4,617

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Total $ 5,947 $ 3,863 $ 1,843 $ 1,480 $ 13,133 $ — $ 13,133

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

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

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

(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 .

Six months ended March 30, 2024

Foodservice (b)

International (c)

Industrial and Other (d)

Total External Customers Intersegment Total

Beef $ 4,764 $ 2,602 $ 1,294 $ 1,127 $ 9,787 $ 190 $ 9,977

Pork 910 238 728 569 2,445 558 3,003

Chicken 3,468 3,215 442 925 8,050 48 8,098

Prepared Foods 2,902 1,857 110 78 4,947 — 4,947

International/Other — — 1,162 — 1,162 — 1,162

Intersegment — — — — — ( 796 ) ( 796 )

Total $ 12,044 $ 7,912 $ 3,736 $ 2,699 $ 26,391 $ — $ 26,391

Six months ended April 1, 2023

Foodservice (b)

International (c)

Industrial and Other (d)

Total External Customers Intersegment Total

Beef $ 4,268 $ 2,320 $ 1,307 $ 1,207 $ 9,102 $ 238 $ 9,340

Pork 874 231 632 689 2,426 524 2,950

Chicken 3,845 3,266 494 1,054 8,659 34 8,693

Prepared Foods 2,938 1,836 107 79 4,960 — 4,960

International/Other — — 1,246 — 1,246 — 1,246

Intersegment — — — — — ( 796 ) ( 796 )

Total $ 11,925 $ 7,653 $ 3,786 $ 3,029 $ 26,393 $ — $ 26,393

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

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

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

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

COMMITMENTS AND CONTINGENCIES

We guarantee obligations of certain outside third parties, consisting primarily of grower loans, which are substantially collateralized by the underlying assets.

The remaining terms of the underlying obligations cover periods up to 8 years, and the maximum potential amount of future payments as of December 30, 2023, 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 March 30, 2024, was not significant.

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

At December 30, 2023 and September 30, 2023, no significant liabilities for guarantees were recorded.

At March 30, 2024 and September 30, 2023, no significant liabilities for guarantees were recorded.

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

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

The potential maximum commitment as of December 30, 2023 was approximately $ 290 million.

The total receivables under these programs were $ 17 million and $ 12 million at December 30, 2023 and September 30, 2023, respectively.

The potential maximum commitment as of March 30, 2024 was approximately $ 280 million.

The total receivables under these programs were $ 20 million and $ 12 million at March 30, 2024 and September 30, 2023, respectively.

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

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

We had no deposits at December 30, 2023 and September 30, 2023.

We had no deposits at March 30, 2024 and September 30, 2023.

Additionally, under certain agreements, we transfer the related assets to various local government entities and receive Industrial Revenue Bonds.

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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 December 30, 2023, the total amount under these types of arrangements totaled $ 802 million.

At March 30, 2024, the total amount under these types of arrangements totaled $ 802 million.

Contingencies

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The first trial in this matter, which involved claims brought by the Direct Purchaser Plaintiff Class and certain direct-action plaintiffs, began on September 12, 2023 and concluded with a jury verdict in favor of the defendant on October 25, 2023.

The second and third trials in this matter, which involve claims brought by the Commercial and Institutional Indirect Purchaser Class and the End-User Consumer Plaintiff Class, are scheduled to begin in March 2024 and September 2024, respectively.

The Company did not participate in the first trial, and will not participate in the second and third trials, as it had settled all of the claims brought by the respective plaintiffs in these trials.

The Company did not participate in the first trial because it had previously settled all of the claims brought by the Direct Purchaser Plaintiff Class.

The second scheduled trial in this matter, which was to involve claims brought by the Commercial and Institutional Indirect Purchaser Class, was scheduled to begin in March 2024, but was cancelled because all claims brought by the Commercial and Institutional Indirect Purchaser Class were resolved before trial.

The third scheduled trial in this matter, which will involve claims brought by the End-User Consumer Plaintiff Class, is scheduled to begin in September 2024.

The Company will not participate in this trial because it has already settled all of the claims brought by the End-User Consumer Plaintiff Class.

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

Settlement terms were reached with the putative Direct Purchaser Plaintiff Class, the putative Commercial and Institutional Indirect Purchaser Plaintiff Class and the putative End-User Consumer Plaintiff Class (collectively, the “Classes”).

Under the terms of the settlements, we agreed to pay the Classes an aggregate amount of $ 221.5 million in settlement of all outstanding claims brought by

Under the terms of the settlements, we agreed to pay the Classes an aggregate amount of $ 221.5 million in settlement of all outstanding claims brought by the Classes.

On February 23, 2021, March 22, 2021 and October 15, 2021, the Court granted preliminary approval of the settlements with the putative Direct Purchaser Plaintiff Class, the putative End-User Plaintiff Class and the putative Commercial and Institutional Indirect Purchaser Plaintiff Class, respectively.

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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.

As of December 30, 2023 and September 30, 2023, the legal contingency accrual for claims related to this matter was $ 159 million and $ 174 million, respectively.

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

Government Investigations

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On June 10, 2020, we announced that we uncovered information in connection with the grand jury subpoena that we had previously self-reported to the DOJ and have been cooperating with the DOJ as part of our application for leniency under the DOJ’s Corporate Leniency Program.

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

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

In August 2021, the Company was granted conditional leniency by the DOJ for the matters we self-reported, which means that provided the Company continues to cooperate with the DOJ, neither the Company nor any of our cooperating employees will face prosecution or criminal fines or penalties.

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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.

On February 16, 2024, the Company and the State of Alaska filed a stipulation and proposed consent decree reflecting a settlement of the claims against the Company asserted by the Office of the Attorney General of Alaska.

On April 19, 2024, the Company and the State of New Mexico filed a proposed consent judgment reflecting a settlement of the claims against the Company asserted by the Office of the Attorney General of New Mexico.

Both these proposed settlements remain subject to final court approval.

While the Company believes it has meritorious defenses to the claims that have been made, we believe that these settlements are in the best interests of the Company and its shareholders to avoid the uncertainty, risk, expense and distraction of protracted litigation.

The Company recorded an accrual in the fourth quarter of fiscal 2023 for the estimated probable losses that it expects to incur for this matter.

Broiler Chicken Grower Litigation

As of March 30, 2024 and September 30, 2023, the legal contingency accrual for claims related to the Broiler Antitrust Civil Litigation matters described above was $ 103 million and $ 184 million, respectively.

The decrease in the accrual is due to payments made during the first six months of fiscal 2024.

The Company does not believe that a range of possible loss, if any, in excess of the recorded accrual is reasonably estimabl e at this time.

Broiler Chicken Grower Investigation

In October 2022, the DOJ’s Antitrust Division opened a civil investigation into broiler chicken grower contracts and alleged non-competitive practices involving performance-based compensation sharing for the purpose of stabilizing compensation below competitive levels.

We continue to cooperate with the investigation.

The Company has not recorded any liability for this matter as it does not believe a loss is probable, nor does it believe that a range of possible loss, if any, is reasonably estimable at this time.

Pork Antitrust Litigation

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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.

The Company has not recorded any liability for this matter as it does not believe a loss is probable, nor does it believe that a range of possible loss, if any, is reasonably estimable at this time, because the Company believes that it has valid and meritorious defenses against the allegations.

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 Company believes that it has valid and meritorious defenses against the allegations, we have not recorded any liability for the foregoing matters as we do not believe a loss is probable, nor do we believe that a range of possible loss, if any, is reasonably estimable at this time.

Beef Antitrust Litigation

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

The plaintiffs allege that the defendants engaged in a conspiracy from January 2015 to the present to reduce fed cattle prices in

violation of federal antitrust laws, the Grain Inspection, Packers and Stockyards Act of 1921, and the Commodities Exchange Act by periodically reducing their slaughter volumes so as to reduce demand for fed cattle, curtailing their purchases and slaughters of cash-purchased cattle during those same periods, coordinating their procurement practices for fed cattle settled on a cash basis, importing foreign cattle at a loss so as to reduce domestic demand, and closing and idling plants.

The plaintiffs allege that the defendants engaged in a conspiracy from January 2015 to the present to reduce fed cattle prices in violation of federal antitrust laws, the Grain Inspection, Packers and Stockyards Act of 1921, and the Commodities Exchange Act by periodically reducing their slaughter volumes so as to reduce demand for fed cattle, curtailing their purchases and slaughters of cash-purchased cattle during those same periods, coordinating their procurement practices for fed cattle settled on a cash basis, importing foreign cattle at a loss so as to reduce domestic demand, and closing and idling plants.

In addition, the plaintiffs also allege the defendants colluded to manipulate live cattle futures and options traded on the Chicago Mercantile Exchange.

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

The Company has not recorded any liability for this matter as it does not believe a loss is probable or reasonably estimable at this time because the Company believes that it has valid and meritorious defenses against the allegations and because the classes have not yet been defined or certified by the court.

On April 26, 2019, a putative class of indirect purchasers filed a class action complaint against us, other beef packers, and Agri Stats in the United States District Court for the District of Minnesota.

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Since the original filing, certain putative class members have opted out of the matter and are proceeding with individual direct actions making similar claims, and others may do so in the future.

On 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.

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On behalf of the putative class of persons who purchased beef in Québec since January 1, 2015, the plaintiff is seeking compensatory damages, costs of investigation and interest.

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

The Company has not recorded any liability for the foregoing matters as it does not believe a loss is probable, nor does it believe that a range of possible loss, if any, is reasonably estimable at this time, because the proceedings are in preliminary stages.

On October 31, 2022, a class action complaint was filed on behalf of putative classes of indirect cattle producers against us, Tyson Fresh Meats, and other beef packer defendants in the United States District Court for the District of Kansas.

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On February 3, 2023, we moved to dismiss the complaint, and the court granted the motion on August 17, 2023 but later permitted the plaintiffs to amend their complaint.

On November 21, 2023, we moved to dismiss the amend complaint, and that motion remains pending.

On November 21, 2023, we moved to dismiss the amended complaint, and that motion remains pending.

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

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The Offices of the Attorney General for multiple states are participating in the investigation and coordinating with the DOJ.

The Company has not recorded any liability for this matter as it does not believe a loss is probable, nor does it believe that a range of possible loss, if any, is reasonably estimable at this time.

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.

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The court denied the motion to dismiss on July 19, 2022.

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

As of March 30, 2024 and September 30, 2023, the legal contingency accrual for claims related to this matter was $ 60 million.

The Company does not believe that a range of possible loss, if any, in excess of the recorded accrual is reasonably estimable at this time, because the classes have not yet been defined or certified by the court.

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

We are cooperating with the investigation.

The Company has not recorded any liability for this matter as it does not believe a loss is probable, nor does it believe that a range of possible loss, if any, is reasonably estimable at this time.

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.

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If the court grants final approval to the settlement, it will completely resolve all claims made against the Company in this matter.

In the first quarter of fiscal 2024, the Company recorded an accrual for the $ 72.5 million proposed settlement.

In the first quarter of fiscal 2024, the Company recorded an accrual for the $ 72.5 million proposed settlement which remains accrued as of March 30, 2024 .

Other Matters

11 unchanged sentences

Complainants have filed motions for reconsideration with the Court of Appeals which were denied.

Claimants have since filed petitions for writ of certiorari with the Supreme Court of the Philippines, which has accepted.

The Company continues to maintain an accrual for estimated probable losses for this matter in the Company’s Consolidated Financial Statements.

Claimants have since filed petitions for writ of certiorari with the Supreme Court of the Philippines, which has been accepted.

The Company continues to maintain an accrual in an immaterial amount for estimated probable losses for this matter in the Company’s Consolidated Financial Statements.

The Company does not believe that a range of possible loss, if any, in excess of the recorded accrual is reasonably estimable at this time.

Various claims have been asserted against the Company, its subsidiaries, and its officers and agents by, and on behalf of, team members who claim to have contracted COVID-19 in our facilities.

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

The Company has not recorded any liability for these matters as it does not believe a loss is probable, nor does it believe that a range of possible loss, if any, is reasonably estimable at this time, because it believes the allegations in the claims are without merit and that the Company has valid and meritorious defenses against the allegations.

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-Q

Item 1. Financial Statements