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Item 1. Financial Statements

2024-08-05 compared with 2024-05-06 · 159 added, 143 removed, 798 unchanged (27% of the section changed)

3 unchanged sentences

(In millions, except per share data)

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023

Sales $ 13,353 $ 13,140 $ 39,744 $ 39,533

2 unchanged sentences

Selling, General and Administrative 537 579 1,683 1,656

Goodwill Impairment — 448 — 448

Operating Income (Loss) 341 ( 350 ) 884 68

5 unchanged sentences

Income (Loss) before Income Taxes 253 ( 426 ) 617 ( 122 )

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

Income Tax Expense 57 9 159 84

Net Income (Loss) 196 ( 435 ) 458 ( 206 )

Net Income Attributable to Noncontrolling Interests 3 6 10 10

Net Income (Loss) Attributable to Noncontrolling Interests 5 ( 18 ) 15 ( 8 )

Net Income (Loss) Attributable to Tyson $ 191 $ ( 417 ) $ 443 $ ( 198 )

7 unchanged sentences

(In millions)

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023

Net Income (Loss) $ 196 $ ( 435 ) $ 458 $ ( 206 )

12 unchanged sentences

(In millions, except share and per share data)

March 30, 2024 September 30, 2023

June 29, 2024 September 30, 2023

Current Assets:

26 unchanged sentences

Accumulated other comprehensive gain (loss) ( 295 ) ( 260 )

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

Treasury stock, at cost – 91 million shares at June 29, 2024 and 92 million shares at September 30, 2023 ( 4,939 ) ( 4,972 )

Total Tyson Shareholders’ Equity 18,076 18,133

6 unchanged sentences

(In millions)

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023

Shares Amount Shares Amount Shares Amount Shares Amount

24 unchanged sentences

Balance at beginning of period $ 134 $ 159 $ 122 $ 109

Net income attributable to noncontrolling interests 3 6 10 10

Net income (loss) attributable to noncontrolling interests 5 ( 18 ) 15 ( 8 )

Distributions to noncontrolling interest ( 11 ) ( 2 ) ( 11 ) ( 2 )

Business combinations — — 1 28

6 unchanged sentences

(In millions)

Six Months Ended

March 30, 2024 April 1, 2023

Nine Months Ended

June 29, 2024 July 1, 2023

Cash Flows From Operating Activities:

Net income $ 262 $ 229

Net income (loss) $ 458 $ ( 206 )

Depreciation and amortization 1,082 943

Deferred income taxes 6 ( 54 )

Impairment of goodwill — 448

Other, net 162 200

18 unchanged sentences

Other, net ( 22 ) ( 5 )

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

Cash Provided by Financing Activities 883 101

Effect of Exchange Rate Changes on Cash ( 6 ) 10

15 unchanged sentences

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 March 30, 2024 and the results of operations for the three and six months ended March 30, 2024 and April 1, 2023.

We believe the accompanying consolidated condensed financial statements contain all adjustments, which are of a normal recurring nature necessary to state fairly our financial position as of June 29, 2024 and the results of operations for the three and nine months ended June 29, 2024 and July 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.

8 unchanged sentences

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 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.

Our qualitative assessment for the first three 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.

12 unchanged sentences

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.

As the amendments to certain contracts created fixed minimum payments associated with embedded leases, we have recognized as of June 29, 2024 a $ 72 million right-of-use asset and corresponding lease liability.

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

12 unchanged sentences

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.

We do not expect the adoption of this guidance will have a material impact on our consolidated financial statements.

In September 2022, the FASB issued guidance that requires additional disclosures for supplier finance programs to allow users to better understand the nature, activity and potential magnitude of the programs.

5 unchanged sentences

In the third quarter of fiscal 2023, we acquired Williams Sausage Company for $ 220 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 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.

The preliminary purchase price allocation includes $ 5 million of net working capital, including $ 3 million of cash acquired, $ 67 million of Property, Plant and Equipment, $ 119 million of Goodwill, $ 65 million of Intangible Assets, and $ 30 million of Deferred Income Taxes.

Its results, subsequent to the acquisition closing, are included in our Prepared Foods segment and through June 29, 2024 were insignificant to our Consolidated Condensed Statements of Income.

The purchase price allocation included $ 15 million of net working capital, including $ 3 million of cash acquired, $ 67 million of Property, Plant and Equipment, $ 107 million of Goodwill, $ 65 million of Intangible Assets, and $ 31 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.

4 unchanged sentences

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 March 30, 2024 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 June 29, 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 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.

At June 29, 2024, the cost of inventories was determined by either the first-in, first-out method or the weighted-average method, which is consistent with the methods used at September 30, 2023.

Inventories are presented net of lower of cost or net realizable value adjustments of $ 139 million and $ 145 million as of June 29, 2024 and September 30, 2023, respectively.

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

March 30, 2024 September 30, 2023

June 29, 2024 September 30, 2023

Processed products $ 2,785 $ 2,847

4 unchanged sentences

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

March 30, 2024 September 30, 2023

June 29, 2024 September 30, 2023

Land $ 216 $ 219

8 unchanged sentences

Other current liabilities are as follows (in millions):

March 30, 2024 September 30, 2023

June 29, 2024 September 30, 2023

Accrued salaries, wages and benefits $ 826 $ 672

16 unchanged sentences

Included in the table above are $ 199 million of charges that have resulted or will result in cash outflows and $ 26 million in non-cash charges.

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

Severance costs $ — $ ( 1 ) $ ( 2 ) $ ( 1 ) $ — $ ( 4 )

Relocation and related costs — 1 — 1 — 2

Accelerated depreciation — — — — — —

Contract and lease terminations — — — 3 — 3

Professional and other fees — — — — — —

Total $ — $ — $ ( 2 ) $ 3 $ — $ 1

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):

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

Beef Pork Chicken Prepared Foods International/Other Total

5 unchanged sentences

Total $ 4 $ 1 $ 2 $ 24 $ — $ 31

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):

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

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

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

Beef Pork Chicken Prepared Foods International/Other Total

5 unchanged sentences

Total $ 13 $ 4 $ 10 $ 14 $ 9 $ 50

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 six months of fiscal 2023 by reportable segment (in millions):

For the third quarter of fiscal 2023, we recorded restructuring and related charges of $ 19 million and $ 31 million in Cost of Sales and Selling, General and Administrative, respectively, in our Consolidated Condensed Statements of Income.

There were no charges for the third quarter of fiscal 2024.

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

Beef Pork Chicken Prepared Foods International/Other Total

5 unchanged sentences

Total $ 26 $ 8 $ 11 $ 33 $ 15 $ 93

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.

For the first nine months of fiscal 2023, we recorded restructuring and related charges of $ 23 million and $ 70 million in Cost of Sales and Selling, General and Administrative, respectively, in our Consolidated Condensed Statements of Income.

Included in the above results are $ 80 million of charges that have resulted or will result in cash outflows and $ 13 million in non-cash charges.

7 unchanged sentences

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

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.

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

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

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

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

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

Balance at September 30, 2023 Restructuring Expense Payments Changes in Estimates Balance at June 29, 2024

Severance costs $ 58 $ 6 $ ( 51 ) $ ( 2 ) $ 11

11 unchanged sentences

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

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

As of the second quarter of fiscal 2024, we shifted production to other facilities and ceased operations at all six facilities.

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

We shifted production to other facilities and ceased operations at our Columbia and Jacksonville facilities during the first quarter of fiscal 2024 and 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.

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

As a result of the plant closures, we recorded $ 41 million and $ 155 million of charges in the third quarter and first nine months of fiscal 2024, respectively, and $ 15 million and $ 107 million of charges in the third quarter and first nine months of fiscal 2023, primarily related to grower contract terminations, accelerated depreciation, severance, retention and related costs.

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

Included in the results for the first 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

Included in the results for the first nine months of fiscal 2024 are $ 12 million of charges that have resulted or will result in cash outflows and $ 143 million in non-cash charges.

Included in the results for the first nine months of fiscal 2023 are $ 83 million of charges that have resulted or will result in cash outflows and $ 24 million of non-cash charges.

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

Balance at September 30, 2023 Plant Closure Charges Payments Balance at June 29, 2024

Contract termination $ 151 $ 13 $ ( 64 ) $ 100

2 unchanged sentences

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.

Subsequent to the first quarter of fiscal 2024, we recognized additional charges due to our decision to sell the facility.

For the third quarter and first nine months of fiscal 2024, these charges totaled $ 3 million and $ 83 million, respectively, primarily related to property, plant and equipment impairments, severance costs, inventory write-offs and clean-up costs, partially offset by insurance proceeds.

The net charges are reflected in the Consolidated Condensed Statements of Income in Cost of Sales and, for the first nine months of fiscal 2024, included $ 30 million of charges that have resulted or will result in cash outflows and $ 58 million of non-cash charges, offset by $ 5 million of insurance proceeds.

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

1 unchanged sentence

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

March 30, 2024 September 30, 2023

June 29, 2024 September 30, 2023

Revolving credit facility $ — $ —

14 unchanged sentences

Discount on senior notes ( 37 ) ( 36 )

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 —

Term loan facility due May 2026 (6.49% at June 29, 2024) 750 1,000

Term loan facility due May 2028 (7.18% at June 29, 2024) 750 —

Other 280 164

6 unchanged sentences

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

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.

At June 29, 2024, amounts available for borrowing under this facility totaled $ 2.25 billion and we had no outstanding borrowings and no outstanding letters of credit issued under this facility.

At June 29, 2024 we had $ 87 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 March 30, 2024, we had no commercial paper outstanding .

As of June 29, 2024, we had no commercial paper outstanding .

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

22 unchanged sentences

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

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

We were in compliance with all debt covenants at June 29, 2024.

Share Repurchases

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

As of June 29, 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 Six Months Ended

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

Three Months Ended Nine Months Ended

June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023

Shares Dollars Shares Dollars Shares Dollars Shares Dollars

3 unchanged sentences

Total share repurchases 0.2 $ 13 0.2 $ 11 0.8 $ 44 5.4 $ 343

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.

Our effective tax rate was 22.9 % on pretax income for the third quarter of fiscal 2024, ( 1.8 )% on pretax loss for the third quarter of fiscal 2023, 25.9 % on pretax income for the first nine months of fiscal 2024 and ( 67.9 )% on pretax loss for the first nine months of fiscal 2023.

The effective tax rates for the third quarter and first nine 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, offset by a $ 9 million benefit from the remeasurement of deferred income taxes, primarily due to legislation decreasing state tax rates enacted in the third quarter of fiscal 2024.

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.

The effective tax rates for the third quarter and first nine months of fiscal 2023 include the impact of a $ 448 million non-deductible goodwill impairment.

Unrecognized tax benefits were $ 136 million and $ 131 million at June 29, 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.

4 unchanged sentences

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

Three Months Ended Nine Months Ended

June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023

Net income (loss) $ 196 $ ( 435 ) $ 458 $ ( 206 )

Net income attributable to noncontrolling interests 3 6 10 10

Net income (loss) attributable to noncontrolling interests 5 ( 18 ) 15 ( 8 )

Net income (loss) attributable to Tyson 191 ( 417 ) 443 ( 198 )

23 unchanged sentences

Class B $ 0.441 $ 0.432 $ 1.332 $ 1.314

(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.

(a) For the three and nine months ended July 1, 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.

Accordingly, the Company adjusted the presentation for the three and nine months ended July 1, 2023 to remove the 70 million Class B weighted average shares, which did not change diluted net loss per share attributable to Tyson.

Approximately 5 million and 7 million of our stock-based compensation shares were antidilutive for the three and nine months ended June 29, 2024, respectively.

Approximately 9 million of our stock-based compensation shares were antidilutive for the three and nine months ended July 1, 2023.

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

12 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 March 30, 2024.

No significant concentrations of credit risk existed at June 29, 2024.

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

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

in millions, except soybean meal tons Metric June 29, 2024 September 30, 2023

Corn Bushels 60 65

10 unchanged sentences

Derivative instruments are designated as hedges against changes in the amount of future cash flows related to procurement of certain commodities utilized in our production processes as well as interest rates to our variable rate debt.

For the derivative instruments we designate and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income (“OCI”) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings.

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 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.

For the derivative instruments we designate and qualify as a cash flow hedge, the gain or loss on the derivative is reported as a component of other comprehensive income (“OCI”) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings.

Based on market prices as of June 29, 2024, we have net pretax losses of $ 16 million for our commodity contracts, which are expected to be reclassified into earnings within the next twelve months.

Additionally, we have $ 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 nine months ended June 29, 2024 and July 1, 2023, we did not reclassify significant pretax gains or losses into earnings as a result of the discontinuance of cash flow hedges.

The following table sets forth the pretax impact of cash flow hedge derivative instruments recognized in Other Comprehensive Income (in millions):

Three Months Ended Nine Months Ended

Gain (Loss) Recognized in OCI on Derivatives June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023

Cash flow hedge - derivatives designated as hedging instruments:

Commodity contracts $ ( 16 ) $ — $ ( 16 ) $ —

Fair Value Hedges

3 unchanged sentences

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

Ineffectiveness related to fair value hedges was not significant for the three and 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

Ineffectiveness related to fair value hedges was not significant for the three and nine months ended June 29, 2024, and July 1, 2023.

The following table sets forth the carrying amount of fair value hedge (assets) liabilities as of June 29, 2024 and September 30, 2023 (in millions):

Consolidated Condensed Balance Sheets Classification June 29, 2024 September 30, 2023

Inventory $ ( 14 ) $ 16

5 unchanged sentences

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 Six Months Ended

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

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

June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023

Cost of Sales $ 12,475 $ 12,463 $ 37,177 $ 37,361

2 unchanged sentences

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 Six Months Ended

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

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

June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023

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

Commodity contracts (a) $ 2 $ ( 5 ) $ 5 $ ( 6 )

Gain (Loss) on cash flow hedges reclassified from OCI to earnings:

Commodity contracts — — — —

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

25 unchanged sentences

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):

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

June 29, 2024 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 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 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.

Additionally, at June 29, 2024, and September 30, 2023, we had $ 39 million and $ 113 million, respectively, of net cash collateral with various counterparties where master netting arrangements exist and held no cash collateral.

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):

Six Months Ended

March 30, 2024 April 1, 2023

Nine Months Ended

June 29, 2024 July 1, 2023

Balance at beginning of year $ 30 $ 35

5 unchanged sentences

Balance at end of period $ 29 $ 31

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

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

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

14 unchanged sentences

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):

March 30, 2024 September 30, 2023

June 29, 2024 September 30, 2023

Cost Basis Fair

13 unchanged sentences

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

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

We recognized no direct write-offs or allowances for credit losses in earnings for the nine months ended June 29, 2024, and July 1, 2023.

Deferred Compensation Assets

9 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.

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.

During the nine months ended June 29, 2024, we recorded a fixed asset impairment charge of $ 28 million in Cost of Sales in the Consolidated Condensed Statements of Income as a result of our decision to sell our Netherlands facility.

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

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

We did not have any other significant measurements of assets or liabilities at fair value on a nonrecurring basis subsequent to their initial recognition during the nine months ended June 29, 2024.

In the third quarter of fiscal 2023, we recorded goodwill impairment charges of $ 210 million and $ 238 million in our Chicken segment and International/Other, respectively.

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

Other Financial Instruments

1 unchanged sentence

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

March 30, 2024 September 30, 2023

June 29, 2024 September 30, 2023

Fair Value Carrying Value Fair Value Carrying Value

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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

Three Months Ended Nine Months Ended

June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023

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

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Unrealized gain (loss) ( 16 ) 4 ( 12 ) — — — ( 16 ) 4 ( 12 ) — — —

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

Currency translation:

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Total other comprehensive income (loss) $ ( 47 ) $ 3 $ ( 44 ) $ ( 35 ) $ — $ ( 35 ) $ ( 37 ) $ 2 $ ( 35 ) $ 68 $ — $ 68

(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.

(a) Before and after tax translation adjustment for the three months ended June 29, 2024 included $( 1 ) million of Comprehensive Income (Loss) Attributable to Noncontrolling Interests.

There was no Comprehensive Income (Loss) Attributable to Noncontrolling Interests included in before and after tax translation adjustment for the nine months ended June 29, 2024.

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 Six Months Ended

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

Three Months Ended Nine Months Ended

June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023

Beef $ 5,241 $ 4,956 $ 15,218 $ 14,296

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Total Sales $ 13,353 $ 13,140 $ 39,744 $ 39,533

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023

Operating Income (Loss):

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Income (Loss) before Income Taxes $ 253 $ ( 426 ) $ 617 $ ( 122 )

(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.

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

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

(b) Pork segment results for the three and nine months ended June 29, 2024 included $ 39 million and $ 73 million, respectively, of costs related to plant closures, recognized in Cost of Sales.

Additionally, Pork segment results for the three and nine months ended June 29, 2024 included $ 45 million and $ 73 million, respectively, related to the recognition of legal contingency accruals, of which the amount recognized in the third quarter of fiscal 2024 was a reduction to Sales and the remainder was recognized in Cost of Sales.

(c) Chicken segment results for the three and nine months ended June 29, 2024 included $ 2 million and $ 41 million, respectively, of costs related to plant closures and $ 5 million of production facility fire costs incurred, net of insurance proceeds, and $ 19 million of insurance proceeds, net of costs incurred, respectively, recognized in Cost of Sales.

Chicken segment results for the three and nine months ended June 29, 2024 included a $ 56 million legal contingency accrual, recognized in Costs of Sales.

Chicken segment results for the three and nine months ended July 1, 2023 included production facility fire insurance proceeds, net of costs incurred, of $ 22 million and $ 15 million, respectively, recognized in Cost of Sales, and costs related to plant closures of $ 15 million and $ 107 million, respectively, recognized in Cost of Sales.

Chicken segment results for the three and nine months ended July 1, 2023 included a charge of $ 38 million related to the recognition of a legal contingency accrual, recognized as a reduction to Sales, and $ 210 million of goodwill impairment.

(d) International/Other results for the three and nine months ended June 29, 2024 included $ 3 million and $ 83 million, respectively, of costs, net of insurance proceeds, related to a fire at our production facility in the Netherlands and subsequent decision to sell, recognized in Cost of Sales.

International/Other results for the three and nine months ended July 1, 2023 included $ 238 million of goodwill impairment.

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

Three months ended March 30, 2024

Three months ended June 29, 2024

Foodservice (b)

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Total $ 6,184 $ 3,902 $ 1,925 $ 1,342 $ 13,353 $ — $ 13,353

Three months ended April 1, 2023

Three months ended July 1, 2023

Foodservice (b)

9 unchanged sentences

Total $ 5,926 $ 3,916 $ 1,917 $ 1,381 $ 13,140 $ — $ 13,140

Six months ended March 30, 2024

Nine months ended June 29, 2024

Foodservice (b)

9 unchanged sentences

Total $ 18,228 $ 11,814 $ 5,661 $ 4,041 $ 39,744 $ — $ 39,744

Six months ended April 1, 2023

Nine months ended July 1, 2023

Foodservice (b)

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

For the three and nine months ended June 29, 2024 , the Pork segment included a $ 45 million reduction in Other due to the recognition of a legal contingency accrual.

For the three and nine months ended July 1, 2023 , the Chicken segment included a $ 38 million reduction in Other due to the recognition of a legal contingency accrual.

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 March 30, 2024, 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 June 29, 2024, was not significant.

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

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

At June 29, 2024 and September 30, 2023, no significant liabilities for guarantees were recorded.

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

3 unchanged sentences

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 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.

The potential maximum commitment as of June 29, 2024 was approximately $ 280 million.

The total receivables under these programs were $ 14 million and $ 12 million at June 29, 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.

1 unchanged sentence

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

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

We had no deposits at June 29, 2024 and September 30, 2023.

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

1 unchanged sentence

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

At June 29, 2024, the total amount under these types of arrangements totaled $ 802 million.

Contingencies

2 unchanged sentences

We record accruals in the Company’s Consolidated Financial Statements for matters that we conclude are probable and the financial impact is reasonably estimable.

The Company further determines whether a range of possible loss, if any, in excess of the recorded accrual is reasonably estimable.

Regardless of the manner of resolution, frequently the most significant changes in the status of a matter may occur over a short time period, often following a lengthy period of little substantive activity.

4 unchanged sentences

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.

The plaintiffs also allege that defendants “manipulated and artificially inflated a widely used Broiler price index, the Georgia Dock.” The plaintiffs further allege that the defendants concealed this conduct from the plaintiffs and the members of the putative classes.

The plaintiffs also allege that the defendants “manipulated and artificially inflated a widely used Broiler price index, the Georgia Dock.” The plaintiffs further allege that the defendants concealed this conduct from the plaintiffs and the members of the putative classes.

The plaintiffs seek treble damages, injunctive relief, pre- and post-judgment interest, costs, and attorneys’ fees on behalf of the putative classes.

In addition, the complaints on behalf of the putative classes of indirect purchasers include causes of action under various state unfair competition laws, consumer protection laws, and unjust enrichment common laws.

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

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

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

The Company did not participate in the first trial because it had previously settled all of the claims brought by the 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 did not participate in the first trial because it had previously settled all of the claims brought by the plaintiffs that participated in that trial.

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

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

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

11 unchanged sentences

Subsequently, we received a grand jury subpoena from the DOJ seeking additional documents and information related to the chicken industry.

On June 2, 2020, a grand jury for the District of Colorado returned an indictment charging four individual executives employed by two other poultry processing companies with conspiracy to engage in bid-rigging in violation of federal antitrust laws.

On June 2, 2020, a grand jury for the District of Colorado returned an indictment charging four individual executives employed by two other poultry processing companies with a conspiracy to engage in bid-rigging in violation of federal antitrust laws.

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

7 unchanged sentences

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

The court approved this settlement on April 24, 2024.

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

Both these proposed settlements remain subject to final court approval.

The Court approved this settlement on July 23, 2024.

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

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.

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.

As of June 29, 2024 and September 30, 2023, the legal contingency accrual for claims related to the Broiler Antitrust Civil Litigation matters described above was $ 92 million and $ 184 million, respectively.

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

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

9 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, 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.

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.

In the third quarter of fiscal 2024, we filed and joined motions for summary judgment that, if successful, would dispose of all claims against us brought by all the plaintiffs in the Pork Antitrust Civil Litigation.

While we believe we have strong summary judgment arguments, as well as other valid and meritorious defenses to the claims that have been made in the Pork Antitrust Civil Litigation and the related Attorney General matters, we are exploring the possibility of entering into settlements as a way to avoid the uncertainty, risk, expense and distraction of protracted litigation.

We recorded a legal contingency accrual of $ 45 million in the third quarter of fiscal 2024 as a loss is now probable.

Beef Antitrust Litigation

33 unchanged sentences

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

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

On November 21, 2023, we moved to dismiss the amended complaint, and the court granted the motion on May 28, 2024.

The plaintiffs have indicated that they will seek to amend the complaint again.

6 unchanged sentences

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.

Following initial litigation on the scope of the subpoena, we produced documents responsive to the subpoena.

Wage Rate Litigation

12 unchanged sentences

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

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.

On May 10, 2024 and June 3, 2024, the Company participated in mediation with the putative class plaintiffs.

Following the mediation, on June 14, 2024, the Company reached an agreement in principle with the putative class plaintiffs to settle all claims in the case for an aggregate amount of $ 115.5 million.

As a result, we recorded an increase to our legal contingency accrual of $ 56 million in the third quarter of fiscal 2024.

This agreement in principle remains subject to court approval.

While we believe we have valid and meritorious defenses against the allegations, we believe that the proposed settlement is in the best interests of the Company and its shareholders to avoid the uncertainty, risk, expense and distraction of protracted litigation.

As of June 29, 2024 and September 30, 2023, the legal contingency accrual for claims related to this matter was $ 116 million and $ 60 million, respectively.

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

10 unchanged sentences

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 which remains accrued as of March 30, 2024 .

In the first quarter of fiscal 2024, the Company recorded an accrual for the $ 72.5 million proposed settlement which remains accrued as of June 29, 2024 .

Other Matters

17 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-Q

Item 1. Financial Statements