4 unchanged sentences
fiscal year ended
−Removed: September 30, 2023 October 1, 2022 October 2, 2021
+Added: September 28, 2024 September 30, 2023 October 1, 2022
Sales $ 53,309 $ 52,881 $ 53,282
22 unchanged sentences
fiscal year ended
−Removed: September 30, 2023 October 1, 2022 October 2, 2021
+Added: September 28, 2024 September 30, 2023 October 1, 2022
Net Income (Loss) $ 822 $ ( 649 ) $ 3,249
3 unchanged sentences
Currency translation 100 29 ( 162 )
−Removed: 29 ( 162 ) 17
Postretirement benefits ( 9 ) 5 43
7 unchanged sentences
in millions, except share and per share data
−Removed: September 30, 2023 October 1, 2022
+Added: September 28, 2024 September 30, 2023
Current Assets:
26 unchanged sentences
Accumulated other comprehensive gain (loss) ( 184 ) ( 260 )
−Removed: Treasury stock, at cost – 92 million shares at September 30, 2023 and 88 million shares at October 1, 2022 ( 4,972 ) ( 4,683 )
+Added: Treasury stock, at cost – 92 million shares at September 28, 2024 and September 30, 2023 ( 4,941 ) ( 4,972 )
Total Tyson Shareholders’ Equity 18,390 18,133
6 unchanged sentences
fiscal year ended
−Removed: September 30, 2023 October 1, 2022 October 2, 2021
+Added: September 28, 2024 September 30, 2023 October 1, 2022
Shares Amount Shares Amount Shares Amount
14 unchanged sentences
Balance at beginning of year ( 260 ) ( 297 ) ( 172 )
−Removed: Other comprehensive income (loss) 37 ( 125 ) 7
+Added: Other comprehensive income (loss) attributable to Tyson 76 37 ( 125 )
Balance at end of year ( 184 ) ( 260 ) ( 297 )
17 unchanged sentences
fiscal year ended
−Removed: September 30, 2023 October 1, 2022 October 2, 2021
+Added: September 28, 2024 September 30, 2023 October 1, 2022
Cash Flows From Operating Activities:
5 unchanged sentences
Impairment of goodwill — 781 —
−Removed: Gain on disposition of business — — ( 784 )
Impairments and disposals of assets 131 101 34
12 unchanged sentences
Proceeds from sale of marketable securities 35 32 34
−Removed: Proceeds from sale of businesses — — 1,188
+Added: Proceeds from sale of business 174 — —
Acquisitions, net of cash acquired — ( 262 ) —
1 unchanged sentence
Other, net 102 19 130
−Removed: Cash Provided by (Used for) Investing Activities ( 2,299 ) ( 1,935 ) 58
+Added: Cash Used for Investing Activities ( 888 ) ( 2,299 ) ( 1,935 )
Cash Flows From Financing Activities:
20 unchanged sentences
Tyson Foods, Inc.
−Removed: (collectively, “Company,” “we,” “us” or “our”), is one of the world’s largest food companies and a recognized leader in protein.
+Added: (collectively, “Company,” “we,” “us” or “our”), is a world-class food company and recognized leader in protein.
Founded in 1935 by John W.
−Removed: Tyson and grown under four generations of family leadership, the Company has a broad portfolio of products and brands including Tyson®, Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, Aidells®, ibp® and State Fair®.
−Removed: We innovate continually to make protein more sustainable, tailor food for everywhere it’s available and raise the world’s expectations for how much good food can do.
+Added: Tyson, it has grown under four generations of family leadership.
+Added: The Company is unified by this purpose:
+Added: We Feed the World Like Family™ and has a broad portfolio of iconic products and brands including Tyson®, Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, State Fair®, Aidells® and ibp®.
+Added: Tyson Foods is dedicated to bringing high-quality food to every table in the world, safely, sustainably, and affordably, now and for future generations.
Consolidation
9 unchanged sentences
These negative book cash balances are included in accounts payable and other current liabilities.
−Removed: Checks outstanding in excess of related book cash balances totaled approximately $ 125 million and $ 135 million at September 30, 2023, and October 1, 2022, respectively.
+Added: Checks outstanding in excess of related book cash balances totaled approximately $ 100 million and $ 125 million at September 28, 2024, and September 30, 2023, respectively.
Accounts Receivable
2 unchanged sentences
We calculate this allowance based on our history of write-offs, future economic conditions, level of past due accounts, and relationships with and economic status of our customers.
−Removed: At September 30, 2023, and October 1, 2022, our allowance for credit losses was $ 31 million and $ 29 million, respectively.
+Added: At September 28, 2024, and September 30, 2023, our allowance for credit losses was $ 38 million and $ 31 million, respectively.
We generally do not have collateral for our receivables, but we do periodically evaluate the credit worthiness of our customers.
1 unchanged sentence
Cost includes purchased raw materials, live purchase costs, livestock growout costs (primarily feed, livestock grower pay and catch and haul costs), labor and manufacturing and production overhead, which are related to the purchase and production of inventories.
−Removed: At September 30, 2023, the cost of inventories was determined by either the first-in, first-out (“FIFO”) method or the weighted-average method, which is consistent with the methods used at October 1, 2022.
−Removed: Inventories are presented net of lower of cost or net realizable value adjustments of $145 million and $60 million as of September 30, 2023 and October 1, 2022, respectively.
−Removed: The following table reflects the major components of inventory as of September 30, 2023 and October 1, 2022 (in millions):
+Added: At September 28, 2024, the cost of inventories was determined by either the first-in, first-out (“FIFO”) method or the weighted-average method, which is consistent with the methods used at September 30, 2023.
+Added: Inventories are presented net of lower of cost or net realizable value adjustments of $ 115 million and $ 145 million as of September 28, 2024 and September 30, 2023, respectively.
+Added: The following table reflects the major components of inventory as of September 28, 2024 and September 30, 2023 (in millions):
Processed products $ 2,897 $ 2,847
22 unchanged sentences
Goodwill and indefinite life intangible assets are initially recorded at fair value and not amortized, but are reviewed for impairment at least annually or more frequently if impairment indicators arise.
+Added: The first day of the fourth quarter is our annual impairment assessment date for goodwill and indefinite life intangible assets.
+Added: However, we could be required to evaluate the recoverability of goodwill and indefinite life intangible assets outside of the required annual assessment if, among other things, we experience disruptions to the business, unexpected significant declines in operating results, divestiture of a significant component of the business, sustained decline in market capitalization or significant changes in macro-economic factors such as increased interest and discount rates.
Our goodwill is allocated by reporting unit and is evaluated for impairment by first performing a qualitative assessment to determine whether a quantitative goodwill test is necessary.
10 unchanged sentences
If our actual results are not consistent with our estimates and assumptions used to calculate fair value, it could result in additional material impairments of our goodwill.
−Removed: During the third quarter of fiscal 2023, we experienced lower than anticipated operating results and changing market fundamentals, as well as a drop in our market capitalization to below book value.
−Removed: Consequently, we performed an interim assessment of goodwill and recorded a $ 448 million goodwill impairment charge of which $ 210 million and $ 238 million was recognized in our Chicken segment and International/Other, respectively.
−Removed: We performed our annual impairment assessment as of the first day of our fourth quarter in fiscal 2023, and it did not result in an additional goodwill impairment.
−Removed: However, during the fourth quarter of fiscal 2023, we experienced an increase in long-term treasury rates which caused a net 50 basis point increase in the discount rates used in estimating the fair value of the reporting units, and we determined it was necessary to perform a quantitative assessment for the Beef, Pork and two Chicken segment reporting units as of September 30, 2023.
−Removed: Based on this quantitative assessment, we determined that our Pork and two Chicken segment reporting units' estimated fair values exceeded their carrying values.
−Removed: For the Beef reporting unit, the increased discount rate resulted in a decrease in its estimated fair value to below its carrying value.
−Removed: Accordingly, we recognized a $ 333 million goodwill impairment charge to partially impair its goodwill.
During fiscal 2024 and 2022, we determined none of our reporting units’ fair values were below its carrying value.
+Added: During fiscal 2023, we experienced lower than anticipated operating results and changing market fundamentals, as well as a drop in our market capitalization to below book value and an increase in long-term treasury rates which caused a net 50 basis point increase in the discount rates used in estimating the fair value of the reporting units.
+Added: Based on quantitative assessments in fiscal 2023, we recognized $ 781 million of goodwill impairment charges including $ 333 million to partially impair the goodwill of the Beef reporting unit, $ 238 million to fully impair the goodwill of two of our International/Other reporting units and $ 210 million to partially impair the goodwill of a Chicken segment reporting unit.
We consider reporting units that have 20 % or less excess fair value over carrying amount to have a heightened risk of impairment.
−Removed: The following reporting units' were considered at heightened risk of impairment as of the date of the most recent estimated fair value determination:
−Removed: our Chicken segment reporting units, our Beef reporting unit and our Pork reporting unit with goodwill totaling $ 3.1 billion, $ 0.3 billion and $ 0.4 billion, respectively, at September 30, 2023.
+Added: Our Chicken segment reporting units and our Beef reporting unit with goodwill totaling $ 3.0 billion and $ 0.3 billion, respectively, at September 28, 2024, were considered at heightened risk of impairment as of the date of the most recent estimated fair value determination.
For our indefinite life intangible assets, a qualitative assessment can also be performed to determine whether the existence of events and circumstances indicates it is more likely than not an intangible asset is impaired.
1 unchanged sentence
Upon performing the quantitative test, if the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.
−Removed: The fair value of our indefinite life intangible assets is calculated principally using multi-period excess earnings and relief-from-royalty valuation approaches, which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy, and is believed to reflect market participant views which would exist in an exit transaction.
+Added: The fair value of our indefinite life intangible assets when performing a quantitative assessment is calculated principally using multi-period excess earnings and relief-from-royalty valuation approaches, which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy, and is believed to reflect market participant views which would exist in an exit transaction.
Under these valuation approaches, we are required to make estimates and assumptions about sales growth, operating margins, royalty rates and discount rates based on budgets, business plans, economic projections, anticipated future cash flows and marketplace data.
1 unchanged sentence
We consider indefinite life intangible assets that have 20% or less excess fair value over carrying amount to have a heightened risk of impairment.
−Removed: All of our indefinite life intangible assets’ estimated fair value exceeded their carrying value by more than 20 % at the date of their most recent estimated fair value determination, which was in the annual assessment as of the beginning of the fourth quarter of fiscal 2023, other than two of our Prepared Foods brands with carrying values of $ 0.5 billion and $ 0.3 billion as of September 30, 2023.
−Removed: Our reporting units with heightened risk of future impairments with $3.8 billion carrying value at September 30, 2023, as well as the brand with $0.5 billion carrying value, as described above, all have less than 10% of excess fair value above carrying value as of the date of the most recent estimated fair value determination.
−Removed: Consequently, their estimated fair values remain highly sensitive to future discount rate increases, changing macro-economic conditions and achievement of projected long-term operating margins.
−Removed: Discount rates increased by approximately 50 basis points from the date of our annual impairment assessment to September 30, 2023.
+Added: All of our indefinite life intangible assets’ estimated fair value exceeded their carrying values by more than 20 % at the date of their most recent estimated fair value determination, other than a Prepared Foods brand with a carrying value of $ 0.5 billion at September 28, 2024.
+Added: Our reporting units with heightened risk of future impairments with $ 3.3 billion carrying value at September 28, 2024, as well as the brand with $ 0.5 billion carrying value, as described above, all have less than 20% of excess fair value above carrying value as of the date of the most recent estimated fair value determination with our Beef reporting unit having less than 10% excess fair value above carrying value.
+Added: Consequently, their estimated fair values, especially our Beef reporting unit, remain highly sensitive to future discount rate increases, changing macro-economic conditions and achievement of projected long-term operating margins.
+Added: Discount rates decreased by approximately 50 basis points from the date of our annual impairment assessment to September 28, 2024.
Although the remaining reporting units and indefinite life intangible assets generally had more than 20% excess fair value over carrying amount as of the date of the most recent estimated fair value determination, they are also susceptible to impairments if any assumptions, estimates, or market factors significantly change in the future.
3 unchanged sentences
Finance lease assets are presented within Net Property, Plant and Equipment, and finance lease liabilities are presented within Current and Long-Term Debt in our Consolidated Balance Sheets.
−Removed: Finance lease disclosures are omitted as they are deemed immaterial.
Operating ROU assets are presented within Other Assets, and operating lease liabilities are recorded within Other current liabilities and Other Liabilities in our Consolidated Balance Sheets.
23 unchanged sentences
Under the equity method of accounting, the initial investment is recorded at cost and the investment is subsequently adjusted for its proportionate share of earnings or losses and dividends, including consideration of basis differences resulting from the difference between the initial carrying amount of the investment and the underlying equity in net assets, as applicable.
−Removed: Equity method investments totaled $ 580 million and $ 477 million at September 30, 2023 and October 1, 2022, respectively.
+Added: Equity method investments totaled $ 550 million and $ 580 million at September 28, 2024 and September 30, 2023, respectively.
Investments not accounted for using the equity method do not have readily determinable fair values and do not qualify for the practical expedient to measure the investment using a net asset value per share.
16 unchanged sentences
Other Current Liabilities
−Removed: Other current liabilities as of September 30, 2023 and October 1, 2022, include (in millions):
+Added: Other current liabilities as of September 28, 2024 and September 30, 2023, include (in millions):
Accrued salaries, wages and benefits $ 912 $ 672
18 unchanged sentences
If a derivative instrument is accounted for as a hedge, depending on the nature of the hedge, changes in the fair value of the instrument either will be offset against the change in fair value of the hedged assets, liabilities or firm commitments through earnings, or be recognized in Other Comprehensive Income (Loss) until the hedged item is recognized in earnings.
−Removed: The ineffective portion of an instrument’s change in fair value is recognized immediately.
Instruments we hold as part of our risk management activities that do not meet the criteria for hedge accounting are marked to fair value with unrealized gains or losses reported currently in earnings.
62 unchanged sentences
Recently Issued Accounting Pronouncements
+Added: In November 2024, the FASB issued authoritative guidance to disclose certain additional expense information including, among other items, purchases of inventory, employee compensation, depreciation and intangible asset amortization included within each Consolidated Statement of Income expense caption.
+Added: The guidance is effective for annual reporting periods beginning after December 15, 2026, our fiscal 2028, and interim reporting periods within fiscal years beginning after December 15, 2027, our fiscal 2029.
+Added: Amendments can be applied using either the prospective or the retrospective approach.
+Added: We are currently evaluating the impact this guidance will have on disclosures in our consolidated financial statements.
+Added: 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.
+Added: The rule is effective for annual reporting periods beginning in 2025, our fiscal 2026, and will be applied prospectively.
+Added: However, the SEC has issued a stay on the final rule due to legal challenges, and the effective date has been delayed indefinitely.
+Added: We are currently evaluating the impact this guidance will have on disclosures in our consolidated financial statements.
+Added: 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.
+Added: The guidance is effective for annual reporting periods beginning after December 15, 2024, our fiscal 2026, and will be applied prospectively.
+Added: We are currently evaluating the impact this guidance will have on disclosures in our consolidated financial statements.
+Added: 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.
+Added: The guidance is effective for annual reporting periods beginning after December 15, 2023, our fiscal 2025, and interim reporting periods within fiscal years beginning after December 15, 2024, our fiscal 2026.
+Added: Amendments will be applied retrospectively to all prior periods presented in the financial statements.
+Added: We are currently evaluating the impact this guidance will have on disclosures in our consolidated financial statements.
In March 2023, the FASB issued authoritative guidance intended to address issues related to arrangements between entities under common control such as terms and conditions an entity should consider for determining whether a lease exists and the classification and accounting for that lease as well as accounting for leasehold improvements associated with leases between entities under common control.
The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2023, our fiscal 2025, and can be applied using either the prospective or retrospective approach.
−Removed: We are currently evaluating the impact this guidance will have on our consolidated financial statements.
−Removed: In March 2020, the FASB issued guidance providing optional expedients and exceptions to account for the effects of reference rate reform to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued.
−Removed: The optional guidance, which became effective on March 12, 2020 and was set to end on December 31, 2022, was extended by new guidance issued by the FASB on December 21, 2022 to apply through December 31, 2024.
−Removed: The temporary accounting relief provided in the optional guidance has not impacted our consolidated financial statements.
−Removed: The Company has various contracts that reference LIBOR and is assessing how this standard may be applied to specific contract modifications through December 31, 2024.
+Added: This disclosure requirement did not have a material impact on our consolidated financial statements.
+Added: 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.
+Added: The guidance, except for a requirement for rollforward information, is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2022, our fiscal 2024.
+Added: Disclosure of rollforward information is effective for fiscal years beginning after December 15, 2023, our fiscal 2025.
+Added: Early adoption is permitted and the retrospective transition method should be applied for all amendments except rollforward information, which should be applied prospectively.
+Added: We elected to early adopt the initial disclosure requirement for the fiscal year ended September 30, 2023, and it did not have a material impact on our consolidated financial statements.
CHANGES IN ACCOUNTING PRINCIPLES
1 unchanged sentence
The guidance, except for a requirement for rollforward information, is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2022, our fiscal 2024.
−Removed: Disclosure of rollforward information is effective for fiscal years after December 15, 2023, our fiscal 2025.
+Added: Disclosure of rollforward information is effective for fiscal years beginning after December 15, 2023, our fiscal 2025.
Early adoption is permitted and the retrospective transition method should be applied for all amendments except rollforward information, which should be applied prospectively.
4 unchanged sentences
ACQUISITIONS AND DISPOSITIONS
−Removed: 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.
−Removed: Its results, subsequent to the acquisition closing, are included in the Prepared Foods segment and through September 30, 2023, were insignificant to our Consolidated Statements of Income.
−Removed: Certain estimated values for the acquisition, including goodwill, intangible assets, property, plant and equipment, other liabilities, and deferred taxes are not yet finalized and are subject to adjustment as additional information becomes available and more detailed analyses are completed.
−Removed: The preliminary purchase price allocation includes $ 2 million of net working capital, including $ 3 million of cash acquired, $ 67 million of Property, Plant and Equipment, $ 120 million of Goodwill, $ 65 million of Intangible Assets, and $ 28 million of Deferred Income Taxes.
+Added: In the third quarter of fiscal 2023, we acquired Williams Sausage Company for $ 220 million, net of cash acquired, as part of our growth strategy to increase our capacity and product portfolio.
+Added: Its results, subsequent to the acquisition closing, are included in our Prepared Foods segment and through September 28, 2024 were insignificant to our Consolidated Statements of Income.
+Added: 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.
9 unchanged sentences
We are accounting for the investment under the equity method.
−Removed: In the third quarter of fiscal 2021, we acquired a 49 % minority interest in a Malaysian producer of feed and poultry products for $ 44 million in addition to future contingent payments of up to approximately $ 65 million of which $ 27 million was recognized in fiscal 2023.
−Removed: We are accounting for the investment under the equity method.
−Removed: We completed the sale of our pet treats business, which was included in our Prepared Foods segment, in the fourth quarter of fiscal 2021 for $ 1.2 billion, subject to certain adjustments.
−Removed: As a result of the sale, we recorded a pretax gain of $ 784 million , or post tax gain of $ 510 million, which was reflected in Cost of Sales in our Consolidated Statement of Income for our fiscal 2021.
−Removed: The business had a net carrying value of $ 411 million which included $ 44 million of working capital consisting of inventory, accounts receivable and accounts payable, $ 17 million of property, plant and equipment and $ 350 million of goodwill.
−Removed: The goodwill was not deductible for tax purposes.
−Removed: The Company concluded the business was not a significant disposal and did not represent a strategic shift, and therefore was not classified as a discontinued operation for any of the periods presented .
+Added: In the fourth quarter of fiscal 2024, we completed the sale of our Vienna, Georgia facility, which was included in our Chicken segment, for $ 174 million.
+Added: As a result of the sale, we recorded a pretax gain of $ 16 million, which was reflected in Cost of Sales in our Consolidated Statement of Income for our fiscal 2024.
+Added: The facility's $ 158 million carrying value primarily consisted of fixed assets and inventory, and included $ 63 million of goodwill that was not deductible for tax purposes.
+Added: The Company concluded the sale of the facility was not a significant disposal and did not represent a strategic shift, and therefore, was not classified as a discontinued operation for any of the periods presented.
PROPERTY, PLANT AND EQUIPMENT
−Removed: The following table reflects major categories of property, plant and equipment and accumulated depreciation as of September 30, 2023 and October 1, 2022 (in millions):
+Added: The following table reflects major categories of property, plant and equipment and accumulated depreciation as of September 28, 2024 and September 30, 2023 (in millions):
Land $ 220 $ 219
8 unchanged sentences
The following table reflects goodwill activity for fiscal years 2024 and 2023 (in millions):
−Removed: Beef Pork Chicken Prepared
−Removed: Foods International/Other Consolidated
+Added: Beef Pork Chicken Prepared Foods International/Other Consolidated
Balance at October 1, 2022 (a)
1 unchanged sentence
Fiscal 2023 Activity:
+Added: Acquisitions $ — $ — $ — $ 118 $ 19 $ 137
+Added: Measurement period adjustments — — — 2 — 2
+Added: Impairment losses ( 333 ) — ( 210 ) — ( 238 ) ( 781 )
Currency translation — — 1 — 6 7
−Removed: Balance at October 1, 2022 (a)
+Added: Balance at September 30, 2023 (a)
$ 343 $ 423 $ 3,064 $ 5,904 $ 144 $ 9,878
Fiscal 2024 Activity:
−Removed: Acquisitions $ — $ — $ — $ 118 $ 19 $ 137
Measurement period adjustments $ — $ — $ — $ ( 13 ) $ — $ ( 13 )
−Removed: Impairment losses ( 333 ) — ( 210 ) — ( 238 ) ( 781 )
+Added: Sale of business — — ( 63 ) — — ( 63 )
Currency translation — — — — 17 17
1 unchanged sentence
$ 343 $ 423 $ 3,001 $ 5,891 $ 161 $ 9,819
−Removed: (a) Included in goodwill as of September 30, 2023 are accumulated impairment losses of $ 893 million in Beef, $ 210 million in Chicken and $ 295 million in International/Other.
−Removed: Included in goodwill as of October 1, 2022 and October 2, 2021 are accumulated impairment losses of $ 560 million in Beef and $ 57 million in International/Other.
−Removed: The following table reflects intangible assets by type as of September 30, 2023 and October 1, 2022 (in millions):
+Added: (a) Included in goodwill for fiscal 2024 and 2023 are accumulated impairment losses of $ 893 million in Beef, $ 210 million in Chicken and $ 295 million in International/Other.
+Added: Included in goodwill as of October 1, 2022 are accumulated impairment losses of $ 560 million in Beef and $ 57 million in International/Other.
+Added: The following table reflects intangible assets by type as of September 28, 2024 and September 30, 2023 (in millions):
Amortizable intangible assets:
17 unchanged sentences
We lease certain equipment, buildings and land related to transportation, distribution, storage, production, livestock grower assets and office activities.
−Removed: These lease arrangements can be structured as a standard lease agreement or embedded in a service or supply agreement and are primarily classified as operating leases.
+Added: These lease arrangements can be structured as a standard lease agreement or embedded in a service or supply agreement.
For further description of our lease accounting policy, refer to Note 1:
Business and Summary of Significant Accounting Policies.
−Removed: Operating lease ROU assets and liabilities presented in our Consolidated Balance Sheets were as follows as of September 30, 2023 and October 1, 2022 (in millions):
+Added: Operating lease ROU assets and liabilities presented in our Consolidated Balance Sheets were as follows as of September 28, 2024 and September 30, 2023 (in millions):
Other Assets $ 710 $ 544
1 unchanged sentence
Other Liabilities 521 376
+Added: Finance lease ROU assets and liabilities presented in our Consolidated Balance Sheets were as follows as of September 28, 2024 and September 30, 2023 (in millions):
+Added: Net Property, Plant and Equipment $ 122 $ 72
+Added: Current Debt 36 21
+Added: Long-term debt 90 53
The components of lease costs for fiscal years 2024, 2023 and 2022 were as follows (in millions):
2 unchanged sentences
$ 178 $ 181 $ 175
+Added: Finance lease cost:
+Added: Amortization of right-of-use assets 36 28 27
+Added: Interest on lease liabilities 4 2 2
Variable lease cost (b)
3 unchanged sentences
(b) Variable lease costs are determined based on volume of output received, flocks placed or other performance metrics.
−Removed: Other operating lease information includes the following for fiscal years 2023, 2022 and 2021:
+Added: Supplemental balance sheet information related to lease liabilities is as follows:
+Added: Operating Leases Finance Leases
2024 2023 2024 2023
−Removed: Operating cash outflows from operating leases (in millions) $ 191 $ 194 $ 204
−Removed: ROU assets obtained in exchange for new operating lease liabilities (in millions) $ 288 $ 159 $ 197
−Removed: Weighted-average remaining lease term 5 years 5 years
+Added: Weighted-average remaining lease term (in years) 6 years 5 years 5 years 6 years
Weighted-average discount rate 4 % 4 % 5 % 4 %
−Removed: At September 30, 2023, future maturities of operating leases were as follows (in millions):
−Removed: Operating Lease Commitments
+Added: Supplemental cash flow information related to lease liabilities is as follows (in millions):
+Added: 2024 2023 2022
+Added: Cash paid for amounts included in the measurement of lease liabilities
+Added: Operating cash outflows from operating leases $ 200 $ 191 $ 194
+Added: Operating cash outflows from finance leases $ 4 $ 2 $ 2
+Added: Financing cash outflows from finance leases $ 51 $ 38 $ 74
+Added: ROU assets obtained in exchange for lease liabilities
+Added: Operating leases $ 360 $ 288 $ 159
+Added: Finance leases $ 82 $ 43 $ 50
+Added: At September 28, 2024, future maturities of operating and finance leases were as follows (in millions):
+Added: Operating Lease Commitments Finance Lease Commitments
+Added: 2025 $ 197 $ 40
2030 and beyond 187 20
−Removed: Total undiscounted operating lease payments $ 591
+Added: Total undiscounted lease payments $ 807 $ 141
Imputed interest 113 15
−Removed: Present value of total operating lease liabilities $ 529
+Added: Present value of total lease liabilities $ 694 $ 126
At September 28, 2024, our leases that had not yet commenced were not significant.
2 unchanged sentences
In conjunction with the 2022 Program, the Company relocated all its corporate team members from its former Chicago, Downers Grove and Dakota Dunes area corporate locations to its world headquarters in Springdale, Arkansas.
−Removed: In fiscal 2023, the Company approved an extension to the program to remove additional redundancies in corporate overhead.
−Removed: Additionally, during fiscal 2023, we revised the total 2022 Program anticipated expenses down $ 69 million due to revised estimates related to relocation, lease terminations, and professional and other fees, based on actual experience, which were partially offset by increased severance costs associated with the program extension.
−Removed: We anticipate the 2022 Program and associated expenses will be complete in our fiscal 2025.
−Removed: The following table reflects the total pretax anticipated expenses associated with the 2022 Program (in millions):
+Added: The 2022 Program and associated expenses were substantially completed in our fiscal 2024.
+Added: The following table reflects the total pretax expenses associated with the 2022 Program (in millions):
Beef Pork Chicken Prepared Foods International/Other Total
5 unchanged sentences
Total 2022 Program $ 53 $ 17 $ 24 $ 109 $ 18 $ 221
−Removed: Restructuring costs include severance expenses and related charges directly associated with the 2022 Program such as relocation, contract and lease terminations, professional fees and accelerated depreciation resulting from the closure of facilities.
−Removed: We anticipate that $ 50 million and $ 174 million of the total pretax anticipated expense will be recorded in Cost of Sales and Selling, General and Administrative, respectively, in our Consolidated Statements of Income.
−Removed: Included in the table above are $ 202 million of charges that have resulted or will result in cash outflows and $ 22 million in non-cash charges.
−Removed: The following table reflects the pretax impact of the 2022 Program’s restructuring and related charges during fiscal 2023 by reportable segment (in millions):
+Added: The following table reflects the pretax impact of the 2022 Program’s restructuring and related charges during fiscal 2024, 2023 and 2022, respectively, by reportable segment (in millions):
Beef Pork Chicken Prepared Foods International/Other Total
5 unchanged sentences
2024 Total $ 4 $ 1 $ 2 $ 24 $ — $ 31
−Removed: During fiscal 2023, we recorded restructuring and related charges associated with the 2022 Program of $ 29 million and $ 95 million in Cost of Sales and Selling, General and Administrative, respectively, in our Consolidated Statements of Income.
−Removed: Included in the above results are $ 108 million of charges that have resulted or will result in cash outflows and $ 16 million in non-cash charges.
−Removed: The following table reflects the pretax impact of the 2022 Program’s restructuring and related charges during fiscal 2022 by reportable segment (in millions):
Beef Pork Chicken Prepared Foods International/Other Total
5 unchanged sentences
2023 Total $ 33 $ 11 $ 16 $ 49 $ 15 $ 124
−Removed: During fiscal 2022, we recorded restructuring and related charges associated with the 2022 Program of $ 18 million and $ 48 million in Cost of Sales and Selling, General and Administrative, respectively, in our Consolidated Statements of Income.
−Removed: Included in the above results are $ 66 million of charges that have resulted or will result in cash outflows and no non-cash charges.
−Removed: The following table reflects the pretax 2022 Program charges to date by reportable segment (in millions):
Beef Pork Chicken Prepared Foods International/Other Total
4 unchanged sentences
Professional and other fees — — — — — —
−Removed: Total 2022 Program charges to date $ 49 $ 16 $ 22 $ 85 $ 18 $ 190
−Removed: As of the fourth quarter of fiscal 2023, we recorded restructuring and related charges to date of $ 47 million and $ 143 million in Cost of Sales and Selling, General and Administrative, respectively, in our Consolidated Statements of Income.
−Removed: Included in the above results are $ 174 million of charges to date that have resulted or will result in cash outflows and $ 16 million in non-cash charges to date.
+Added: 2022 Total $ 16 $ 5 $ 6 $ 36 $ 3 $ 66
+Added: Included in the above results are cash charges of $ 21 million, $ 108 million and $ 66 million in fiscal 2024, 2023 and 2022, respectively.
+Added: Included in the above results are non-cash charges of $ 10 million and $ 16 million in fiscal 2024 and 2023, respectively, with no non-cash charges in fiscal 2022.
+Added: The following table reflects the pretax impact of the 2022 Program's restructuring and related charges as reflected in our Consolidated Statements of Income (in millions):
+Added: 2024 2023 2022 Total
+Added: Cost of Sales $ — $ 29 $ 18 $ 47
+Added: Selling, General and Administrative 31 95 48 174
+Added: Total $ 31 $ 124 $ 66 $ 221
The following table reflects our liability related to the 2022 Program, which was recognized in other current liabilities in our Consolidated Balance sheet as of September 28, 2024 (in millions):
−Removed: Balance at October 1, 2022 Restructuring Expense Payments Changes in Estimates Balance at
−Removed: September 30, 2023
+Added: Balance at September 30, 2023 Restructuring Expense Payments Changes in Estimates Balance at September 28, 2024
Severance costs $ 58 $ 6 $ ( 56 ) $ ( 2 ) $ 6
3 unchanged sentences
Total $ 65 $ 23 $ ( 79 ) $ ( 2 ) $ 7
−Removed: As the Company continues to evaluate its business strategies and long-term growth targets, additional restructuring activities may occur.
−Removed: Plant Closures
+Added: Plant Closures and Disposals
During fiscal 2023, as part of a strategic review of assets, the Company approved the closure of six Chicken segment processing facilities located in Glen Allen, Virginia;
4 unchanged sentences
and North Little Rock, Arkansas, to optimize asset utilization.
−Removed: We shifted production to other facilities and ceased operations at our Glen Allen and Van Buren facilities during fiscal 2023 and expect to shift production and cease operations at the remaining locations during the first half of fiscal 2024.
−Removed: As a result of the closures, we recorded $ 322 million of charges in fiscal 2023, primarily related to grower contract terminations, impairments, accelerated depreciation, severance, retention and related costs.
+Added: During fiscal 2024, to optimize asset utilization, the Company approved the closure of two case ready value-added plants in our Beef segment located in Columbia, South Carolina and Jacksonville, Florida, and a Pork segment processing facility in Perry, Iowa.
+Added: We have ceased operations and shifted production to other facilities at all closed facilities.
+Added: Additionally, during fiscal 2024, the Company sold a Chicken segment processing facility located in Vienna, Georgia.
+Added: During fiscal 2024, as a result of the plant closures and disposals, we recorded $ 198 million of charges in fiscal 2024 and $ 322 million of charges in fiscal 2023, primarily related to grower contract terminations, accelerated depreciation, severance, retention and related costs, and recorded a gain of $ 16 million related to the sale of the Vienna, Georgia facility.
Additionally, during fiscal 2023, we recorded an impairment charge of $ 17 million related to the discontinuation of a product line in the Prepared Foods segment.
−Removed: The charges are reflected in the Consolidated Statements of Income in Cost of Sales and included $ 201 million of charges that have resulted or will result in cash outflows and $ 138 million in non-cash charges.
−Removed: Our plant closure liability was $ 165 million as of September 30, 2023, and we had no plant closure liability as of October 1, 2022.
−Removed: We made cash payments of $ 36 million in fiscal 2023 related to the plant closures.
+Added: The charges are reflected in the Consolidated Statements of Income in Cost of Sales.
+Added: Included in the results for fiscal 2024 are $ 24 million of charges that have resulted or will result in cash outflows and $ 174 million in non-cash charges.
+Added: Included in the results for fiscal 2023 are $ 201 million of charges that have resulted or will result in cash outflows and $ 138 million of non-cash charges.
+Added: The following table reflects our liability related to plant closures as of September 28, 2024 (in millions):
+Added: Balance at September 30, 2023 Plant Closure Charges Payments Balance at September 28, 2024
+Added: Contract termination $ 151 $ 23 $ ( 76 ) $ 98
+Added: Severance and retention 14 11 ( 20 ) 5
+Added: Total $ 165 $ 34 $ ( 96 ) $ 103
+Added: During fiscal 2024, we experienced a fire at a production facility in the Netherlands which is included in International/Other for segment presentation, and subsequently approved the sale of the facility.
+Added: For fiscal 2024, charges related to the fire and decision to sell the facility, totaled $ 86 million, primarily related to property, plant and equipment impairments, severance costs, inventory write-offs and clean-up costs, partially offset by insurance proceeds.
+Added: The net charges are reflected in the Consolidated Statements of Income in Cost of Sales and, for fiscal 2024, included $ 31 million of charges that have resulted or will result in cash outflows and $ 64 million of non-cash charges, offset by $ 9 million of insurance proceeds.
We continue to strategically evaluate optimization of such items as network capacity, manufacturing efficiencies and business technology.
−Removed: If we have a significant change in strategies, outlook, or a manner in which we plan to use these assets, we may be exposed to future impairments.
−Removed: The following table reflects major components of debt as of September 30, 2023 and October 1, 2022 (in millions):
+Added: If we have a significant change in strategies, outlook, or a manner in which we plan to use these assets, we may experience future charges.
+Added: The following table reflects major components of debt as of September 28, 2024 and September 30, 2023 (in millions):
Revolving credit facility $ — $ —
1 unchanged sentence
Senior notes:
−Removed: 3.90% Notes due September 2023 — 400
3.95% Notes due August 2024 — 1,250
3 unchanged sentences
4.35% Notes due March 2029 (“2029 Notes”)
+Added: 5.40% Notes due March 2029 ("5.40% 2029 Notes") 600 —
6.13% Notes due November 2032 157 158
+Added: 5.70% Notes due March 2034 ("5.70% 2034 Notes") 900 —
4.88% Notes due August 2034 500 500
4 unchanged sentences
Term loan facility due May 2026 (6.40% at September 28, 2024) 750 1,000
−Removed: Term loan facility due May 2028 — —
−Removed: Other 164 175
+Added: Term loan facility due May 2028 (6.97% at September 28, 2024) 750 —
+Added: Finance Leases 126 74
Unamortized debt issuance costs ( 46 ) ( 40 )
11 unchanged sentences
The facility will mature and the commitments thereunder will terminate in September 2026 with options for two one-year extensions.
−Removed: At September 30, 2023, amounts available for borrowing under this facility totaled $ 2.25 billion before deducting amounts to backstop our commercial paper program.
−Removed: At September 30, 2023 we had no borrowings and no outstanding letters of credit issued under this facility.
+Added: At September 28, 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 September 28, 2024, we had $ 86 million of bilateral letters of credit issued separately from the revolving credit facility, none of which were drawn upon.
1 unchanged sentence
In the future, if any of our subsidiaries shall guarantee any of our material indebtedness, such subsidiary shall be required to guarantee the indebtedness, obligations and liabilities under this facility.
−Removed: In November 2022, we entered into an amendment to change the reference rate from the London interbank offered rate (commonly referred to as LIBOR) to a rate based on the secured overnight financing rate (commonly referred to as SOFR).
Commercial Paper Program
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.
−Removed: As of September 30, 2023, we had $ 592 million of commercial paper outstanding at a weighted average interest rate of 5.48 % with maturities of less than 20 days .
+Added: As of September 28, 2024, we had no commercial paper outstanding.
Our ability to access commercial paper in the future may be limited or its costs increased.
+Added: 5.40% 2029 Notes/5.70% 2034 Notes
+Added: 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").
+Added: 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 used the remainder of the proceeds to retire the August 2024 notes.
+Added: 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.
+Added: 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
−Removed: In the third quarter of fiscal 2023, we executed two new term loan facilities totaling $ 1.75 billion to refinance our short-term promissory notes ("commercial paper program") and for general corporate purposes.
−Removed: The first term loan facility totaling $ 1.0 billion matures on May 3, 2026 and we borrowed the full $ 1.0 billion available under this loan facility.
−Removed: The second term loan facility totaling $ 750 million matures on May 3, 2028 and at September 30, 2023, we had no outstanding borrowings under this facility.
−Removed: In November 2023, we borrowed the full $ 750 million available under the second term loan facility to refinance the outstanding commercial paper and for general corporate purposes.
−Removed: Both term loans may be prepaid under certain conditions.
−Removed: The interest rate on both term loan facilities will be equal to SOFR plus a predetermined borrowing spread determined by our credit rating.
−Removed: Additionally, the term loan facilities contain covenants that are similar to those contained in the revolving credit facility.
+Added: 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.
+Added: 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.
+Added: Both term loans may be prepaid under certain conditions and contain covenants that are similar to those contained in the revolving credit facility.
Debt Covenants
−Removed: Our revolving credit facility and term loan facilities contain affirmative and negative covenants that, among other things, may limit or restrict our ability to:
+Added: Our revolving credit and term loan facilities contain affirmative and negative covenants that, among other things, may limit or restrict our ability to:
create liens and encumbrances;
27 unchanged sentences
Effective November 8, 2024, the Board of Directors increased the quarterly dividend previously declared on August 8, 2024, to $ 0.50 per share on our Class A stock and $ 0.45 per share on our Class B stock.
−Removed: The increased quarterly dividend is payable on December 15, 2023, to shareholders of record at the close of business on December 1, 2023.
−Removed: We had dividends payable of $ 167 million and $ 162 million at September 30, 2023 and October 1, 2022, respectively.
+Added: The increased quarterly dividend is payable on December 13, 2024, to shareholders of record at the close of business on November 29, 2024.
+Added: We had dividends payable of $ 171 million and $ 167 million at September 28, 2024 and September 30, 2023, respectively.
Share Repurchases
3 unchanged sentences
A summary of cumulative share repurchases of our Class A stock for fiscal years 2024, 2023 and 2022 is as follows (in millions):
−Removed: September 30, 2023 October 1, 2022 October 2, 2021
+Added: September 28, 2024 September 30, 2023 October 1, 2022
Shares Dollars Shares Dollars Shares Dollars
3 unchanged sentences
Total share repurchases 0.9 $ 49 5.6 $ 354 8.2 $ 702
−Removed: Detail of the provision for income taxes from continuing operations consists of the following for fiscal years 2023, 2022 and 2021 (in millions):
+Added: Detail of the provision for income taxes from continuing operations consisted of the following for fiscal years 2024, 2023 and 2022 (in millions):
2024 2023 2022
13 unchanged sentences
General business credits ( 1.9 ) 3.4 ( 0.5 )
+Added: Company-owned life insurance ( 1.7 ) 1.3 0.3
+Added: Officer compensation expense 1.1 ( 0.6 ) 0.2
Goodwill 1.2 ( 24.2 ) —
1 unchanged sentence
24.8 % 4.3 % 21.7 %
−Removed: During fiscal 2023, state tax benefit, net of federal impact, was $ 21 million, which includes $ 26 million benefit related to the remeasurement of deferred income taxes, primarily due to legislation decreasing state tax rates enacted in fiscal 2023.
+Added: During fiscal 2024, state tax expense, net of federal impact, was $ 28 million, which included $ 14 million benefit from operating loss carryforwards and $ 9 million benefit related to the remeasurement of deferred income taxes, primarily due to legislation decreasing state tax rates enacted in fiscal 2024.
+Added: Additionally, the effective tax rate is higher than the statutory rate due to the impact of $ 63 million of non-deductible goodwill associated with the sale of our Vienna, Georgia facility.
+Added: During fiscal 2023, state tax benefit, net of federal impact, was $ 21 million, which included $ 26 million benefit related to the remeasurement of deferred income taxes, primarily due to legislation decreasing state tax rates enacted in fiscal 2023.
Non-deductible goodwill impairments unfavorably impacted the effective tax rate by 24.2 %.
The tax benefit from income tax credits was $ 23 million.
−Removed: During fiscal 2022, state tax expense, net of federal benefit, was $ 83 million, which includes $ 36 million benefit related to the remeasurement of deferred income taxes, primarily due to legislation decreasing state tax rates enacted in fiscal 2022.
+Added: During fiscal 2022, state tax expense, net of federal benefit, was $ 83 million, which included $ 36 million benefit related to the remeasurement of deferred income taxes, primarily due to legislation decreasing state tax rates enacted in fiscal 2022.
The tax benefit from foreign-derived intangible income deduction was $ 42 million.
−Removed: During fiscal 2021, state tax expense, net of federal benefit, was $ 135 million, and the tax benefit from foreign-derived intangible income deduction was $ 44 million.
−Removed: Non-deductible goodwill associated with the sale of our pet treats business increased the effective tax rate by 1.8 %.
Approximately $ 864 million, ($ 643 ) million and $ 4,025 million of income (loss) from continuing operations before income taxes for fiscal 2024, 2023 and 2022, respectively, were from our operations based in the United States.
1 unchanged sentence
Deferred tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
−Removed: The tax effects of major items recorded as deferred tax assets and liabilities as of September 30, 2023 and October 1, 2022, are as follows (in millions):
+Added: The tax effects of major items recorded as deferred tax assets and liabilities as of September 28, 2024 and September 30, 2023, are as follows (in millions):
Assets Liabilities Assets Liabilities
4 unchanged sentences
Lease liabilities 191 — 135 —
−Removed: Net operating loss and other carryforwards 192 — 198 —
+Added: Net operating loss and credit carryforwards 198 — 192 —
Other 260 332 193 346
5 unchanged sentences
We also have tax credit carryforwards of approximately $ 40 million which expire in fiscal years 2025 through 2039.
+Added: We maintain a valuation allowance against the majority of our net operating losses and tax credit carryforwards.
We have accumulated undistributed earnings of foreign subsidiaries aggregating approximately $ 872 million at September 28, 2024.
−Removed: Our undistributed earnings are generally expected to be indefinitely reinvested outside of the United States, except for excess cash (net of applicable withholding taxes) not subject to regulatory requirements.
+Added: Our undistributed earnings are generally expected to be indefinitely reinvested outside of the United States, except for excess cash (net of an insignificant amount of applicable withholding taxes) not subject to regulatory requirements.
Dividends after December 31, 2017 from foreign subsidiaries are generally not subject to U.S.
federal income taxes.
−Removed: Accordingly, no deferred income taxes have been provided on these earnings, and due to the uncertainty of the manner in which the outside basis difference associated with these earnings would reverse, it is not currently practicable to estimate the tax liability that might be payable on the repatriation of these foreign earnings;
+Added: Accordingly, no deferred income taxes have been provided on our indefinitely reinvested earnings.
+Added: Due to the uncertainty of the manner in which the outside basis difference associated with these earnings would reverse, it is not currently practicable to estimate the tax liability that might be payable on the repatriation of these foreign earnings;
however, we do not expect any tax due to be material.
−Removed: The following table summarizes the activity related to our gross unrecognized tax benefits as of September 30, 2023, October 1, 2022 and October 2, 2021 (in millions):
+Added: The following table summarizes the activity related to our gross unrecognized tax benefits as of September 28, 2024, September 30, 2023 and October 1, 2022 (in millions):
2024 2023 2022
6 unchanged sentences
Balance as of the end of the year $ 151 $ 131 $ 152
−Removed: The amount of unrecognized tax benefits, if recognized, that would impact our effective tax rate was $ 98 million at September 30, 2023 and $ 112 million at October 1, 2022.
+Added: The amount of unrecognized tax benefits, if recognized, that would impact our effective tax rate was $ 104 million at September 28, 2024 and $ 98 million at September 30, 2023.
We classify interest and penalties on unrecognized tax benefits as income tax expense.
−Removed: At September 30, 2023, and October 1, 2022, before tax benefits, we had $ 50 million and $ 47 million, respectively, of accrued interest and penalties on unrecognized tax benefits.
+Added: At September 28, 2024, and September 30, 2023, before tax benefits, we had $ 59 million and $ 50 million, respectively, of accrued interest and penalties on unrecognized tax benefits.
In December 2021, we received an assessment from the Mexican tax authorities related to the 2015 sale of our direct and indirect equity interests in subsidiaries which held our Mexico operations.
−Removed: At September 30, 2023, the assessment totaled approximately $ 488 million ( 8.6 billion Mexican pesos), which includes tax, inflation adjustment, interest and penalties.
+Added: At September 28, 2024, the assessment totaled approximately $ 455 million ( 8.9 billion Mexican pesos), which included tax, inflation adjustment, interest and penalties.
We believe the assertions made in the assessment letter have no merit and will defend our positions through the Mexican administrative appeal process and litigation, if necessary.
6 unchanged sentences
tax code effective after December 31, 2022, including, but not limited to, a 15% minimum tax on large corporations with average annual financial statement income of more than $1 billion for a three tax-year period and a 1% excise tax on public company stock buybacks, which will be accounted for in treasury stock.
−Removed: These changes did not have any impact on our provision for income taxes or financial statements in fiscal 2023.
+Added: These changes did not have any impact on our provision for income taxes or financial statements in fiscal 2024 or fiscal 2023.
EARNINGS (LOSS) PER SHARE
27 unchanged sentences
Class B $ 1.773 $ 1.746 $ 1.670
−Removed: (a) For fiscal 2023, as the Company is in a net loss position, the impact of the Class B shares under the if-converted method is antidilutive and therefore we have not assumed conversion.
+Added: (a) For fiscal 2023, as the Company was in a net loss position, the impact of the Class B shares under the if-converted method was 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.
16 unchanged sentences
We had the following aggregated outstanding notional amounts related to our derivative financial instruments (in millions, except soybean meal tons):
−Removed: Metric September 30, 2023 October 1, 2022
+Added: Metric September 28, 2024 September 30, 2023
Corn Bushels 29 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.
−Removed: 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.
−Removed: Gains and losses representing hedge ineffectiveness are recognized in earnings in the current period.
−Removed: Ineffectiveness related to our cash flow hedges was not significant during fiscal 2023, 2022 and 2021.
−Removed: As of September 30, 2023, we have $ 12 million of realized losses related to treasury rate locks in connection with the issuance of the 2026, 2029 and 2048 Notes, which will be reclassified to earnings over the lives of these notes.
−Removed: During fiscal 2023, 2022 and 2021, we had no gains or losses recognized in OCI on derivatives designated as cash flow hedges.
+Added: 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.
+Added: Based on market prices as of September 28, 2024, we have net pretax losses of $ 8 million for our commodity contracts, which are expected to be reclassified into earnings within the next twelve months.
+Added: 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.
+Added: During fiscal 2024, 2023 and 2022, we did not reclassify significant pretax gains or losses into earnings as a result of the discontinuance of cash flow hedges.
+Added: The following table sets forth the pretax impact of cash flow hedge derivative instruments recognized in Other Comprehensive Income (in millions):
+Added: Gain (Loss) Recognized in OCI on Derivatives 2024 2023 2022
+Added: Cash flow hedge - derivatives designated as hedging instruments:
+Added: Commodity contracts $ ( 8 ) $ — $ —
Fair Value Hedges
49 unchanged sentences
Our assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability.
−Removed: 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 as of September 30, 2023 and October 1, 2022 (in millions):
+Added: 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 as of September 28, 2024 and September 30, 2023 (in millions):
September 28, 2024 Level 1 Level 2 Level 3 Netting (a) Total
13 unchanged sentences
Total Liabilities $ — $ 90 $ — $ ( 54 ) $ 36
−Removed: October 1, 2022 Level 1 Level 2 Level 3 Netting (a) Total
+Added: September 30, 2023 Level 1 Level 2 Level 3 Netting (a) Total
Other Current Assets:
13 unchanged sentences
(a) Our derivative assets and liabilities are presented in our Consolidated Balance Sheets on a net basis when a legally enforceable master netting arrangement exists between the counterparty to a derivative contract and us.
−Removed: Additionally, at September 30, 2023, and October 1, 2022, we had $ 113 million and $ 10 million, respectively, of net cash collateral posted with various counterparties where master netting arrangements exist and held no cash collateral.
−Removed: 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) as of September 30, 2023 and October 1, 2022 (in millions):
−Removed: September 30, 2023 October 1, 2022
+Added: Additionally, at September 28, 2024, and September 30, 2023, we had $ 54 million and $ 113 million, respectively, of net cash collateral posted with various counterparties where master netting arrangements exist and held no cash collateral.
+Added: 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) as of September 28, 2024 and September 30, 2023 (in millions):
+Added: September 28, 2024 September 30, 2023
Balance at beginning of year $ 30 $ 35
19 unchanged sentences
Significant changes to assumptions or unobservable inputs in the valuation of our Level 3 instruments would not have a significant impact to our consolidated financial statements.
−Removed: The following table sets forth our available-for-sale securities’ amortized cost basis, fair value and unrealized gain (loss) by significant investment category as of September 30, 2023 and October 1, 2022 (in millions):
−Removed: September 30, 2023 October 1, 2022
+Added: The following table sets forth our available-for-sale securities’ amortized cost basis, fair value and unrealized gain (loss) by significant investment category as of September 28, 2024 and September 30, 2023 (in millions):
+Added: September 28, 2024 September 30, 2023
Cost Basis Fair
25 unchanged sentences
Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges and, with respect to our equity investments without readily determinable fair values, recorded by applying the measurement alternative for which such investments are recorded at cost and adjusted for an observable price change in an orderly transaction for an identical or similar investment of the same issuer.
+Added: During fiscal 2024, we recorded a fixed asset impairment charge of $ 33 million in Cost of Sales in the Consolidated Statements of Income as a result of our decision to sell our Netherlands facility.
+Added: 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.
+Added: 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 fiscal 2024.
In fiscal 2023, we recorded goodwill impairment charges of $ 333 million, $ 210 million and $ 238 million in our Beef and Chicken segments and International/Other, respectively.
2 unchanged sentences
Equity investments without readily determinable fair values are measured using Level 3 inputs and are included in Other Assets in the Consolidated Balance Sheets.
−Removed: We did not have any other significant measurements of assets or liabilities at fair value on a nonrecurring basis subsequent to their initial recognition during the twelve months ended September 30, 2023, October 1, 2022, or October 2, 2021.
+Added: We did not have any other significant measurements of assets or liabilities at fair value on a nonrecurring basis subsequent to their initial recognition during the twelve months ended September 28, 2024, September 30, 2023, or October 1, 2022.
Other Financial Instruments
Fair value of our debt is principally estimated using Level 2 inputs based on quoted prices for those or similar instruments.
−Removed: Fair value and carrying value for our debt are as follows as of September 30, 2023 and October 1, 2022 (in millions):
−Removed: September 30, 2023 October 1, 2022
+Added: Fair value and carrying value for our debt are as follows as of September 28, 2024 and September 30, 2023 (in millions):
+Added: September 28, 2024 September 30, 2023
Value Carrying
6 unchanged sentences
We perform periodic credit evaluations of our customers’ financial condition and generally do not require collateral.
−Removed: At September 30, 2023, and October 1, 2022, 15.9 % and 16.4 %, respectively, of our net accounts receivable balance was due from Walmart Inc.
+Added: At September 28, 2024, and September 30, 2023, 15.5 % and 15.9 %, respectively, of our net accounts receivable balance was due from Walmart Inc.
No other single customer or customer group represented greater than 10 % of net accounts receivable.
16 unchanged sentences
(in millions)
−Removed: Outstanding, October 1, 2022 6,029,629 $ 67.95
+Added: Outstanding, September 30, 2023 6,380,008 $ 67.65
Exercised ( 364,720 ) 39.85
15 unchanged sentences
We recognized stock-based compensation expense related to stock options, net of income taxes, of $ 19 million, $ 13 million and $ 13 million for fiscal 2024, 2023 and 2022, respectively.
−Removed: The related tax benefit for fiscal 2023, 2022 and 2021 was $ 3 million, $ 3 million and $ 4 million, respectively.
+Added: The related tax benefit was $ 3 million for fiscal 2024, 2023 and 2022.
We had 1.1 million, 1.2 million and 1.5 million options vest in fiscal 2024, 2023 and 2022, respectively, with a grant date fair value of $ 15 million, $ 18 million and $ 19 million, respectively.
15 unchanged sentences
(in millions)
−Removed: Nonvested, October 1, 2022 1,606,531 $ 76.36
+Added: Nonvested, September 30, 2023 1,635,915 $ 67.20
Granted 1,072,563 50.51
11 unchanged sentences
Performance-based shares vest based upon the passage of time and the achievement of performance or market performance criteria, ranging from 0 % to 200 %, as determined by the Compensation Committee prior to the date of the award.
−Removed: Vesting periods for these awards are three years .
+Added: Vesting periods for these awards are typically three years .
We review progress toward the attainment of the performance criteria each quarter during the vesting period.
13 unchanged sentences
(in millions)
−Removed: Nonvested, October 1, 2022 1,781,519 $ 58.13
+Added: Nonvested, September 30, 2023 1,646,149 $ 51.81
Granted 1,632,796 40.09
3 unchanged sentences
We recognized stock-based compensation expense related to performance shares, net of income taxes, of $ 25 million, $ 2 million and $ 37 million for fiscal 2024, 2023 and 2022, respectively.
−Removed: The related tax benefit for fiscal 2023 was inconsequential.
−Removed: The related tax benefit for fiscal 2022 and 2021 was $ 7 million and $ 4 million, respectively.
+Added: The related tax benefit was $ 4 million for fiscal 2024, inconsequential for fiscal 2023, and $ 7 million for fiscal 2022.
As of September 28, 2024, we had $ 32 million of total unrecognized compensation based upon our progress toward the attainment of criteria related to performance-based share awards that will be recognized over a weighted average period of 1.9 years.
5 unchanged sentences
The postretirement healthcare plans are contributory with participants’ contributions adjusted when deemed necessary.
−Removed: We have defined contribution retirement programs for various groups of team members.
−Removed: We recognized expenses of $ 113 million, $ 114 million and $ 106 million in fiscal 2023, 2022 and 2021, respectively.
+Added: Additionally, we have defined contribution retirement programs for various groups of team members and recognized expenses of $ 111 million, $ 113 million and $ 114 million in fiscal 2024, 2023 and 2022, respectively.
We use a fiscal year end measurement date for our defined benefit plans and other postretirement plans.
1 unchanged sentence
Other postretirement benefits include postretirement medical costs and life insurance.
−Removed: During fiscal 2021, we amended one of the Company’s other postretirement benefit plans, which resulted in the recognition of a gain of $ 34 million, recorded in Other, net in our Consolidated Statements of Income.
+Added: During fiscal 2024, we amended one of the Company's other postretirement benefit plans to discontinue it as of the end of fiscal 2024, which resulted in the recognition of a gain of $ 16 million, recorded in Other, net in our Consolidated Statements of Income.
Benefit Obligations and Funded Status
−Removed: The following table provides a reconciliation of the changes in the plans’ benefit obligations, assets and funded status as of September 30, 2023 and October 1, 2022 (in millions):
+Added: The following table provides a reconciliation of the changes in the plans’ benefit obligations, assets and funded status as of September 28, 2024 and September 30, 2023 (in millions):
Pension Benefits Other Postretirement
5 unchanged sentences
Interest cost 1 1 9 8 1 1
+Added: Curtailment gain — — — — ( 16 ) —
Actuarial (gain)/loss 3 1 14 ( 3 ) — ( 5 )
8 unchanged sentences
Funded status $ 9 $ 9 $ ( 167 ) $ ( 158 ) $ ( 34 ) $ ( 50 )
−Removed: Amounts recognized in the Consolidated Balance Sheets as of September 30, 2023 and October 1, 2022 consist of (in millions):
+Added: Amounts recognized in the Consolidated Balance Sheets as of September 28, 2024 and September 30, 2023 consist of (in millions):
Pension Benefits Other Postretirement
5 unchanged sentences
Total assets (liabilities) $ 9 $ 9 $ ( 167 ) $ ( 158 ) $ ( 34 ) $ ( 50 )
−Removed: Pre-tax amounts recognized in Accumulated Other Comprehensive Income as of September 30, 2023 and October 1, 2022 consist of (in millions):
+Added: Pre-tax amounts recognized in Accumulated Other Comprehensive Income as of September 28, 2024 and September 30, 2023 consist of (in millions):
Pension Benefits Other Postretirement
6 unchanged sentences
$ 2 $ 1 $ 1 $ ( 14 ) $ — $ 4
−Removed: We had three pension plans as of September 30, 2023 and October 1, 2022, that had an accumulated benefit obligation in excess of plan assets.
+Added: We had three pension plans as of September 28, 2024 and September 30, 2023, that had an accumulated benefit obligation in excess of plan assets.
Plans with accumulated benefit obligations in excess of plan assets are as follows (in millions):
5 unchanged sentences
Fair value of plan assets — — — —
−Removed: The accumulated benefit obligation for all qualified pension plans was $ 18 million and $ 17 million at September 30, 2023, and October 1, 2022, respectively.
+Added: The accumulated benefit obligation for all qualified pension plans was $ 21 million and $ 18 million at September 28, 2024, and September 30, 2023, respectively.
Net Periodic Benefit Cost (Credit)
9 unchanged sentences
Recognized actuarial loss (gain), net — — — ( 2 ) ( 3 ) 3 — ( 5 ) ( 8 )
−Removed: Recognized settlement gain — — — — — — — — ( 34 )
Net periodic benefit cost (credit) $ — $ — $ — $ 8 $ 6 $ 10 $ 7 $ 3 $ ( 2 )
18 unchanged sentences
The remaining two plans, with benefit obligations less than $ 1 million and $ 3 million, at September 28, 2024, utilized assumed healthcare cost trend rates of 7.1 % and 6.8 %, respectively.
−Removed: The healthcare cost trend rates for the two plans will be grading down to an ultimate rate of 4.5 % in 2032 and 2031, respectively.
+Added: The healthcare cost trend rates for one of the plans will be grading down to an ultimate rate of 4.5 % in 2032.
Contributions
35 unchanged sentences
COMPREHENSIVE INCOME (LOSS)
−Removed: The components of accumulated other comprehensive income (loss) as of September 30, 2023 and October 1, 2022 are as follows (in millions):
+Added: The components of accumulated other comprehensive income (loss) as of September 28, 2024 and September 30, 2023 are as follows (in millions):
Accumulated other comprehensive income (loss), net of taxes:
12 unchanged sentences
Unrealized gain (loss) ( 9 ) 2 ( 7 ) — — — — — —
+Added: Unrealized gain (loss)
5 ( 1 ) 4 1 — 1 ( 8 ) 1 ( 7 )
Currency translation:
−Removed: Translation adjustment 29 — 29 ( 166 ) 4 ( 162 ) 17 — 17
+Added: Translation adjustment (a)
+Added: 103 ( 3 ) 100 29 — 29 ( 166 ) 4 ( 162 )
Postretirement benefits:
Unrealized gain (loss) ( 12 ) 3 ( 9 ) 6 ( 1 ) 5 58 ( 15 ) 43
−Removed: Pension settlement reclassified to other (income) expense — — — — — — ( 26 ) 7 ( 19 )
Total other comprehensive income (loss) $ 89 $ 1 $ 90 $ 38 $ ( 1 ) $ 37 $ ( 115 ) $ ( 10 ) $ ( 125 )
+Added: (a) Before and after tax translation adjustment for the twelve months ended September 28, 2024 included $ 14 million of Comprehensive Income (Loss) Attributable to Noncontrolling Interests, fiscal 2023 and 2022 did not include any Comprehensive Income (Loss) Attributable to Noncontrolling Interests.
SEGMENT REPORTING
2 unchanged sentences
We measure segment profit as operating income (loss).
−Removed: International/Other primarily includes our foreign operations in Australia, China, Malaysia, Mexico, the Netherlands, South Korea, Thailand and the Kingdom of Saudi Arabia, third-party merger and integration costs and corporate overhead related to Tyson New Ventures, LLC.
+Added: International/Other primarily includes our foreign operations in Australia, China, Malaysia, Mexico, South Korea, Thailand and the Kingdom of Saudi Arabia, third-party merger and integration costs and corporate overhead related to Tyson New Ventures, LLC.
Beef includes our operations related to processing live fed cattle and fabricating dressed beef carcasses into primal and sub-primal meat cuts and case-ready products.
Products are marketed domestically to food retailers, foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, healthcare facilities, the military and other food processors, as well as to international export markets.
−Removed: This segment also includes sales from specialty products such as hides and variety meats, as well as logistics operations to move products through the supply chain.
+Added: This segment also includes sales from specialty products such as hides, rendered products and variety meats, as well as logistics operations to move products through the supply chain.
Pork includes our operations related to processing live market hogs and fabricating pork carcasses into primal and sub-primal cuts and case-ready products.
3 unchanged sentences
Our value-added chicken products primarily include breaded chicken strips, nuggets, patties and other ready-to-fix or fully cooked chicken parts.
−Removed: Products are marketed domestically to food retailers, foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, convenience stores, healthcare facilities, the military and other food processors, as well as to international export markets.
+Added: Products are marketed domestically to food retailers, foodservice distributors, restaurant operators, convenience stores, hotel chains and noncommercial foodservice establishments such as schools, healthcare facilities, the military and other food processors, as well as to international export markets.
This segment also includes logistics operations to move products through our domestic supply chain and the global operations of our chicken breeding stock subsidiary.
3 unchanged sentences
Products primarily include ready-to-eat sandwiches, sandwich components such as flame-grilled hamburgers and Philly steaks, pepperoni, bacon, breakfast sausage, turkey, lunchmeat, hot dogs, flour and corn tortilla products, appetizers, snacks, prepared meals, ethnic foods, side dishes, meat dishes, breadsticks and processed meats.
−Removed: Products are marketed domestically to food retailers, foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, convenience stores, healthcare facilities, the military and other food processors, as well as to international export markets.
−Removed: We allocate expenses related to corporate activities to the segments, except for third-party merger and integration costs of $ 3 million, $ 5 million and $ 2 million in fiscal 2023, 2022 and 2021, respectively, and corporate overhead related to Tyson New Ventures, LLC, which are included in International/Other.
+Added: Products are marketed domestically to food retailers, foodservice distributors, restaurant operators, convenience stores, hotel chains and noncommercial foodservice establishments such as schools, healthcare facilities, the military and other food processors, as well as to international export markets.
+Added: We allocate expenses related to corporate activities to the segments, except for third-party merger and integration costs for which we recorded no expense in fiscal 2024 and $ 3 million and $ 5 million in fiscal 2023 and 2022, respectively, and corporate overhead related to Tyson New Ventures, LLC, which are included in International/Other.
Intersegment sales transactions, which were at market prices, are included in the segment sales in the table below.
1 unchanged sentence
Information on segments and a reconciliation to income from continuing operations before income taxes are as follows for fiscal years ended 2024, 2023 and 2022 (in millions):
−Removed: Beef Pork Chicken Prepared
−Removed: Foods International/Other Intersegment
−Removed: Sales Consolidated
+Added: Beef Pork Chicken Prepared Foods International/Other Intersegment Sales Consolidated
Sales $ 20,479 $ 5,903 $ 16,425 $ 9,851 $ 2,353 $ ( 1,702 ) $ 53,309
8 unchanged sentences
Total Other (Income) Expense
−Removed: Income before Income Taxes 4,149
+Added: Income (Loss) before Income Taxes ( 678 )
Depreciation and amortization 128 68 693 373 67 1,329
5 unchanged sentences
Total Other (Income) Expense 261
−Removed: Income before Income Taxes 4,041
+Added: Income (Loss) before Income Taxes 4,149
Depreciation and amortization 128 70 563 372 58 1,191
7 unchanged sentences
Approximately 95 % of sales to external customers for each of fiscal 2024, 2023 and 2022 were sourced from the United States.
−Removed: Approximately $ 26.1 billion and $ 25.7 billion of long-lived assets were located in the United States at September 30, 2023, and October 1, 2022, respectively.
−Removed: Excluding goodwill and intangible assets, long-lived assets located in the United States totaled approximately $ 10.5 billion and $ 9.5 billion at September 30, 2023, and October 1, 2022, respectively.
−Removed: Approximately $ 1.4 billion and $ 1.5 billion of long-lived assets were located in foreign locations, primarily Brazil, China, the European Union, Malaysia, New Zealand and Thailand at September 30, 2023, and October 1, 2022, respectively.
−Removed: Excluding goodwill and intangible assets, long-lived assets in foreign countries totaled approximately $ 1,101 million and $ 916 million at September 30, 2023, and October 1, 2022, respectively.
+Added: Approximately $ 25.9 billion and $ 26.1 billion of long-lived assets were located in the United States at September 28, 2024, and September 30, 2023, respectively.
+Added: Excluding goodwill and intangible assets, long-lived assets located in the United States totaled approximately $ 10.6 billion and $ 10.5 billion at September 28, 2024, and September 30, 2023, respectively.
+Added: Approximately $ 1.4 billion of long-lived assets were located in foreign locations, primarily Brazil, China, the European Union, Malaysia, the Middle East and Thailand at September 28, 2024 and September 30, 2023.
+Added: Excluding goodwill and intangible assets, long-lived assets in foreign countries totaled approximately $ 1,062 million and $ 1,101 million at September 28, 2024, and September 30, 2023, respectively.
We sell certain products in foreign markets, primarily Australia, Canada, Central America, Chile, China, the European Union, the United Kingdom, Japan, Mexico, Malaysia, the Middle East, Singapore, South Korea, Taiwan and Thailand.
Our export sales from the United States totaled $ 5.2 billion, $ 5.1 billion and $ 5.8 billion for fiscal 2024, 2023 and 2022, respectively.
−Removed: Substantially all of our export sales are facilitated through unaffiliated brokers, marketing associations and foreign sales staffs.
+Added: Substantially all of our export sales are facilitated through unaffiliated brokers, marketing associations and foreign sales offices.
Sales of products produced in a country other than the United States were less than 10 % of consolidated sales for each of fiscal 2024, 2023 and 2022.
4 unchanged sentences
Industrial and Other (d)
−Removed: Intersegment Total
+Added: Total External Customers Intersegment Total
Beef $ 9,915 $ 5,215 $ 2,659 $ 2,245 $ 20,034 $ 445 $ 20,479
5 unchanged sentences
Total $ 24,507 $ 15,774 $ 7,558 $ 5,470 $ 53,309 $ — $ 53,309
−Removed: Twelve months ended October 1, 2022
+Added: Twelve months ended September 30, 2023
Foodservice (b)
1 unchanged sentence
Industrial and Other (d)
−Removed: Intersegment Total
+Added: Total External Customers Intersegment Total
Beef $ 8,947 $ 4,839 $ 2,633 $ 2,395 $ 18,814 $ 511 $ 19,325
9 unchanged sentences
Industrial and Other (d)
−Removed: Intersegment Total
+Added: Total External Customers Intersegment Total
Beef $ 8,687 $ 4,940 $ 3,247 $ 2,439 $ 19,313 $ 541 $ 19,854
5 unchanged sentences
Total $ 23,285 $ 15,682 $ 8,104 $ 6,211 $ 53,282 $ — $ 53,282
−Removed: (a) Includes sales to consumer products and food retailers, such as grocery retailers, warehouse club stores, and internet-based retailers.
−Removed: (b) Includes sales to foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, convenience stores, healthcare facilities and the military.
−Removed: (c) Includes sales to international markets related to internationally produced products or export sales of domestically produced products.
−Removed: (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.
−Removed: For fiscal 2023 and 2021, the Chicken segment included a $ 156 million and $ 545 million reduction in Other due to the recognition of legal contingency accruals, respectively .
+Added: (a) Includes external sales to consumer products and food retailers, such as grocery retailers, warehouse club stores, and internet-based retailers.
+Added: (b) Includes external sales to foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, convenience stores, healthcare facilities and the military.
+Added: (c) Includes external sales to international markets related to internationally produced products and export sales of domestically produced products.
+Added: (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.
+Added: For fiscal 2024, the Pork segment included a $ 45 million reduction in Other due to the recognition of a legal contingency accrual.
+Added: For fiscal 2023, the Chicken segment included a $ 156 million reduction in Other due to the recognition of legal contingency accruals .
SUPPLEMENTAL CASH FLOWS INFORMATION
6 unchanged sentences
Tyson Revocable Trust (for which Mr.
−Removed: John Tyson, Chairman of the Company, is a trustee), Berry Street Waste Water Treatment Plant, LP ( 90 % of which is owned by the TLP), and the sisters of Mr.
−Removed: As of September 30, 2023 and October 1, 2022, one lease was classified as a finance lease with a debt balance of $ 6 million which is primarily recognized as Long-term debt in our Consolidated Balance Sheet.
−Removed: The other lease was classified as an operating lease with a lease liability balance of $ 2 million and $ 3 million as of September 30, 2023 and October 1, 2022, respectively, which is primarily recognized within Other Liabilities in our Consolidated Balance Sheet.
+Added: Tyson, Chairman of the Company, is a trustee), Berry Street Waste Water Treatment Plant, LP ( 90 % of which is owned by the TLP), and the sisters of Mr.
+Added: As of September 28, 2024 and September 30, 2023, one lease was classified as a finance lease with a debt balance of $ 6 million which is primarily recognized as Long-term debt in our Consolidated Balance Sheet.
+Added: The other lease was classified as an operating lease with a lease liability balance of $ 1 million and $ 2 million as of September 28, 2024 and September 30, 2023, respectively, which is primarily recognized within Other Liabilities in our Consolidated Balance Sheet.
Total payments of approximately $ 1 million in each of fiscal 2024, 2023 and 2022 were paid to lease the facilities.
−Removed: As of September 30, 2023, the TLP, of which John Tyson and director Barbara Tyson are general partners, owned 70 million shares, or 99.985 % of our outstanding Class B stock and, along with the members of the Tyson family, owned 6.9 million shares of Class A stock, giving it control of approximately 71.74 % of the total voting power of our outstanding voting stock.
+Added: As of September 28, 2024, the TLP, of which John H.
+Added: Tyson and director Barbara Tyson are general partners, owned 70 million shares, or 99.987 % of our outstanding Class B stock and, along with the members of the Tyson family, owned 7.0 million shares of Class A stock, giving it control of approximately 71.70 % of the total voting power of our outstanding voting stock.
In fiscal 2024, 2023 and 2022, the Company provided administrative services to the TLP, the beneficial owner of 70 million shares of Class B stock, and the TLP, through TLP Investment, L.P., reimbursed the Company $ 0.2 million in each of fiscal 2024, 2023 and 2022.
+Added: In fiscal 2024, the Company purchased real estate located in Springdale, Arkansas for $ 0.8 million from TBB Land Holdings LLC.
+Added: TBB Land Holdings LLC is wholly owned by John H.
COMMITMENTS AND CONTINGENCIES
2 unchanged sentences
The likelihood of material payments under these guarantees is not considered probable.
−Removed: At September 30, 2023, and October 1, 2022, no significant liabilities for guarantees were recorded.
+Added: At September 28, 2024 and September 30, 2023, no significant liabilities for guarantees were recorded.
We have cash flow assistance programs in which certain livestock suppliers participate.
4 unchanged sentences
The potential maximum obligation as of September 28, 2024, was approximately $ 280 million.
−Removed: The total receivables under these programs were $ 12 million and $ 6 million at September 30, 2023 and October 1, 2022, respectively.
+Added: The total receivables under these programs were $ 14 million and $ 12 million at September 28, 2024 and September 30, 2023, respectively.
These receivables are included, net of allowance for uncollectible amounts, in Accounts Receivable in our Consolidated Balance Sheets.
−Removed: Even though these programs are limited to the net tangible assets of the participating livestock suppliers, we also manage a portion of our credit risk associated with these programs by obtaining security interests in livestock suppliers’ assets.
−Removed: After analyzing residual credit risks and general market conditions, we have recorded an allowance for these program's estimated uncollectible receivables of $ 8 million at September 30, 2023 and no allowance for these programs at October 1, 2022, respectively.
When constructing new facilities or making major enhancements to existing facilities, we will occasionally enter into incentive agreements with local government agencies in order to reduce certain state and local tax expenditures.
These funds are generally considered restricted cash, which is reported in the Consolidated Balance Sheets in Other Assets.
−Removed: We had no deposits at September 30, 2023 and October 1, 2022.
+Added: We had no deposits at September 28, 2024 or September 30, 2023.
Additionally, under certain agreements, we transfer the related assets to various local government entities and receive Industrial Revenue Bonds.
10 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.
+Added: 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.
1 unchanged sentence
Listed below are certain claims made against the Company for which the magnitude of the potential exposure could be material to the Company’s Consolidated Financial Statements.
−Removed: Broiler Antitrust Civil Litigation
−Removed: Beginning in September 2016, a series of putative federal class action lawsuits styled In re Broiler Chicken Antitrust Litigation (the “Broiler Antitrust Civil Litigation”) were filed in the United States District Court for the Northern District of Illinois against us and certain of our poultry subsidiaries, as well as several other poultry processing companies.
−Removed: 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.
−Removed: 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.
−Removed: The plaintiffs seek treble damages, injunctive relief, pre- and post-judgment interest, costs, and attorneys’ fees on behalf of the putative classes.
−Removed: 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.
−Removed: 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.
−Removed: The first trial in this matter, which involves claims brought by the Direct Purchaser Plaintiff Class and certain direct-action plaintiffs, began on September 12, 2023.
−Removed: The Company did not participate in the first trial as it had settled all of its claims with the plaintiffs in the first trial.
+Added: Broiler Antitrust Civil Litigation and Related Matters
+Added: Beginning in September 2016, a series of putative federal class action lawsuits styled In re Broiler Chicken Antitrust Litigation (the “Broiler Antitrust Civil Litigation”) were filed in the United States District Court for the Northern District of Illinois against us and certain of our poultry subsidiaries, as well as several other poultry processing companies and Agri Stats, Inc.
+Added: ("Agri Stats"), an information service provider.
+Added: As described below, the Company reached agreements to settle all outstanding claims brought against it by the putative classes, and the Court has granted final approval to these settlements.
+Added: Certain putative class members chose to opt out of the classes and pursue individual claims against the Company and other defendants in the United States District Court for the Northern District of Illinois.
+Added: The operative complaints allege that beginning in January 2008, the defendants conspired and combined to fix, raise, maintain, and stabilize the price of broiler chickens and that the defendants manipulated and artificially inflated the Georgia Dock price index.” The plaintiffs further allege that the defendants concealed this conduct from the plaintiffs and the members of the putative classes.
+Added: The plaintiffs seek treble damages, injunctive relief, pre- and post-judgment interest, costs, and attorneys’ fees under the United States antitrust laws and various state unfair competition laws, consumer protection laws, and unjust enrichment common laws.
+Added: 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.
+Added: 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.
+Added: The second and third scheduled trials in this matter, which were to involve claims brought by the Commercial and Institutional Indirect Purchaser Class and the End-User Consumer Plaintiff Class, respectively, were scheduled to begin in March 2024 and September 2024, respectively.
+Added: Both of these trials were cancelled because all claims brought by these classes were resolved before trial.
On January 19, 2021, we announced that we had reached agreements to settle certain class claims related to the Broiler Antitrust Civil Litigation.
1 unchanged sentence
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.
−Removed: On February 23, 2021, March 22, 2021 and October 15, 2021, the Court granted preliminary approval of the settlements with the putative Direct Purchaser Plaintiff Class, the putative End-User Plaintiff Class and the putative Commercial and Institutional Indirect Purchaser Plaintiff Class, respectively.
On June 29, 2021, December 20, 2021 and April 18, 2022, the Court granted final approval to the settlements with the Direct Purchaser Plaintiff Class, the End-User Plaintiff Class and the Commercial and Institutional Indirect Purchaser Plaintiff Class, respectively.
−Removed: The foregoing settlements do not settle claims made by plaintiffs who opt out of the Classes in the Broiler Antitrust Civil Litigation.
+Added: The foregoing settlements do not settle claims made by plaintiffs who have opted out of the Classes in the Broiler Antitrust Civil Litigation.
We are currently pursuing settlement discussions with the remaining opt-out plaintiffs with respect to the remaining claims.
−Removed: 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.
−Removed: During fiscal years 2023 and 2021 , the Company recorded aggregate legal contingency accruals of $ 146 million and $ 545 million, respectively, for claims related to this matter.
−Removed: Additionally, d uring fiscal years 2023, 2022 and 2021, the Company reduced its total recorded legal contingency accrual by $ 94 million, $ 343 million and $ 80 million, respectively, for amounts it had paid related to this matter.
−Removed: Accordingly, at September 30, 2023 and October 1, 2022, the legal contingency accrual for claims related to this matter was $ 174 million and $ 122 million, respectively.
+Added: 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
4 unchanged sentences
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.
−Removed: 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.
+Added: 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.
+Added: None of these indictments remain pending.
In August 2021, the Company was granted conditional leniency by the DOJ for the matters we self-reported, which means that provided the Company continues to cooperate with the DOJ, neither the Company nor any of our cooperating employees will face prosecution or criminal fines or penalties.
We continue to cooperate with the DOJ in connection with the ongoing federal antitrust investigation.
−Removed: State Matters .
−Removed: The Offices of the Attorneys General in New Mexico, Alaska and Washington have filed complaints against us and certain of our poultry subsidiaries, as well as several other poultry processing companies and Agri Stats, Inc., an information services provider (“Agri Stats”).
−Removed: The complaints are based on allegations similar to those asserted in the Broiler Antitrust Civil Litigation and allege violations of state antitrust, unfair trade practice, and unjust enrichment laws.
−Removed: In October 2022, we reached an agreement to settle all claims with the Washington Attorney General for $ 10.5 million for which the Company recorded an accrual in its Consolidated Financial Statements as of October 1, 2022, The Company paid the settlement during fiscal 2023.
−Removed: While we do not admit any liability as part of the settlement, we believe that the settlement was in the best interests of the Company and its shareholders to avoid the uncertainty, risk, expense and distraction of protracted litigation.
+Added: State Attorney General Matters .
+Added: The Offices of the Attorneys General in Washington, New Mexico and Alaska have filed complaints against us and certain of our poultry subsidiaries, as well as several other poultry processing companies and Agri Stats based on allegations similar to those asserted in the Broiler Antitrust Civil Litigation.
+Added: These complaints alleged violations of state antitrust, unfair trade practice, and unjust enrichment laws.
We are cooperating with various state governmental agencies and officials, including the Offices of the Attorneys General for Florida and Louisiana, investigating or otherwise seeking information, testimony and/or documents, regarding the conduct alleged in the Broiler Antitrust Civil Litigation and related matters.
−Removed: 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.
−Removed: As of September 30, 2023, the Company recorded an accrual for the estimated probable losses that it expects to incur for this matter in the Company's Consolidated Financial Statements.
−Removed: Broiler Chicken Grower Litigation
+Added: In October 2022, we reached an agreement to settle all claims with the Washington Attorney General, and the court entered a consent decree on October 24, 2022.
+Added: 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.
+Added: The court approved this settlement on April 24, 2024.
+Added: 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.
+Added: The Court approved this settlement on July 23, 2024.
+Added: 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.
+Added: During fiscal years 2023 and 2021 , the Company recorded aggregate legal contingency accruals of $ 156 million and $ 545 million, respectively, for claims related to these matters.
+Added: Additionally, d uring fiscal years 2024, 2023 and 2022, the Company reduced its total recorded legal contingency accrual by $ 98 million, $ 94 million and $ 343 million, respectively, for amounts it had paid related to these matters.
+Added: At September 28, 2024 and September 30, 2023, the legal contingency accrual for claims related to the Broiler Antitrust Civil Litigation matters described above was $ 86 million and $ 184 million, respectively.
+Added: 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.
+Added: Broiler Chicken Grower Litigation and Investigation
On January 27, 2017 and March 26, 2017, putative class action complaints were filed against us and certain of our poultry subsidiaries, as well as several other vertically integrated poultry processing companies, in the United States District Court for the Eastern District of Oklahoma styled In re Broiler Chicken Grower Litigation .
3 unchanged sentences
All actions were subsequently consolidated in the Eastern District of Oklahoma.
−Removed: In June 2021, we reached an agreement to settle with the putative class of broiler chicken farmers all claims raised in this consolidated action on terms not material to the Company for which the Company recorded an accrual in its Consolidated Financial Statements as of October 2, 2021.
+Added: In June 2021, we reached an agreement to settle with the putative class of broiler chicken farmers all claims raised in this consolidated action on terms not material to the Company.
The Court granted preliminary approval of the settlement on August 23, 2021 and final approval on February 18, 2022, and the Company paid the settlement during fiscal 2022.
−Removed: 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.
+Added: 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.
+Added: 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
3 unchanged sentences
The plaintiffs seek treble damages, injunctive relief, pre- and post-judgment interest, costs, and attorneys’ fees on behalf of the putative classes.
−Removed: 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.
−Removed: 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.
+Added: Since the original filing, certain putative class members have opted out of the matter and are proceeding with individual direct actions making similar claims, and others may try to do so in the future.
The Offices of the Attorney General in New Mexico and Alaska have filed complaints against us and certain of our pork subsidiaries, as well as several other pork processing companies and Agri Stats.
The complaints are based on allegations similar to those asserted in the Pork Antitrust Civil Litigation and allege violations of state antitrust, unfair trade practice, and unjust enrichment laws based on allegations of conspiracies to exchange information and manipulate the supply of pork.
−Removed: 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.
−Removed: Beef Antitrust Litigation
−Removed: On April 23, 2019, a putative class action complaint was filed against us and our beef and pork subsidiary, Tyson Fresh Meats, Inc.
−Removed: (“Tyson Fresh Meats”), as well as other beef packer defendants, in the United States District Court for the Northern District of Illinois.
−Removed: 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.
−Removed: In addition, the plaintiffs also allege the defendants colluded to manipulate live cattle futures and options traded on the Chicago Mercantile Exchange.
−Removed: The plaintiffs seek, among other things, treble monetary damages, punitive damages, restitution, and pre- and post-judgment interest, as well as declaratory and injunctive relief.
−Removed: Other similar lawsuits were filed by cattle ranchers in other district courts which were then transferred to the United States District Court for the District of Minnesota and consolidated and styled as In Re Cattle Antitrust Litigation .
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The plaintiffs allege that the packer defendants conspired to reduce slaughter capacity by closing or idling plants, limiting their purchases of cash cattle, coordinating their procurement of cash cattle, and reducing their slaughter numbers so as to reduce beef output, all in order to artificially raise prices of beef.
−Removed: The plaintiffs seek, among other things, damages under state antitrust and consumer protection statutes and the common law of approximately 30 states, as well as injunctive relief.
−Removed: The indirect consumer purchaser litigation is styled Peterson v.
−Removed: JBS USA Food Company Holdings, et al .
−Removed: Additional complaints have been filed on behalf of a putative class of direct purchasers of beef containing allegations of violations of Section 1 of the Sherman Act based on an alleged conspiracy to artificially fix, raise, and stabilize the wholesale price for beef, as well as on behalf of a putative class of commercial and institutional indirect purchasers of beef containing allegations of violations of Section 1 of the Sherman Act, various state antitrust laws and unjust enrichment based on an alleged conspiracy to artificially inflate the price for beef.
−Removed: On February 18, 2021, we moved to dismiss the plaintiffs’ 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.
+Added: On October 18, 2024, we reached an agreement in principle with the State of Alaska to settle the claims it had asserted for an immaterial amount.
+Added: While the Company believes it has meritorious defenses to the claims that have been made, we believe that this settlement is in the best interests of the Company and its shareholders to avoid the uncertainty, risk, expense and distraction of protracted litigation.
+Added: 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.
+Added: 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.
+Added: We recorded a legal contingency accrual of $ 45 million in fiscal 2024 which remains accrued as of September 28, 2024 .
+Added: 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.
+Added: Beef Antitrust Litigation and Related Matters
+Added: Beginning on April 23, 2019, a series of class action complaints were filed against us and our beef and pork subsidiary, Tyson Fresh Meats, Inc.
+Added: (“Tyson Fresh Meats”), as well as other beef packer defendants, in various federal district courts, including the United States District Court for Northern Illinois, the United States District Court for the District of Minnesota, and the United States District Court for the District of Kansas, by putative classes of direct purchasers, cattle ranchers, indirect purchasers, and indirect cattle producers.
+Added: The putative classes in these cases allege that the defendants engaged in one or more conspiracies beginning in roughly January 2015 with the aim of reducing fed cattle prices, manipulating the price of live cattle futures and options traded on the Chicago Mercantile Exchange, artificially increasing the cost of beef, and reducing the price of cows, cattle, calves, steers or heifers.
+Added: The putative classes allege that this conduct violated federal antitrust laws, the Grain Inspection, Packers and Stockyards Act of 1921, the Commodities Exchange Act, and various state unfair competition, consumer protection, and unjust enrichment laws.
+Added: Their complaints seek, among other things, treble monetary damages, punitive damages, restitution, and pre- and post-judgment interest, as well as declaratory and injunctive relief.
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.
−Removed: 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.
+Added: These cases have been transferred to the United States District Court for the District of Minnesota for pretrial purposes.
+Added: The matter is currently in the fact discovery phase, and the putative classes filed motions for class certification on September 25, 2024.
+Added: The Company has not recorded any liability for these foregoing matters as it does not believe a loss is probable, nor does it believe that a range of possible loss, if any, is reasonably estimable at this time, because the Company believes that it has valid and meritorious defenses against the allegations and because the classes have not yet been defined or certified by the court.
On February 18, 2022, a putative class action was commenced against us, Tyson Fresh Meats, and other beef packer defendants in the Supreme Court of British Columbia styled Bui v.
Cargill, Incorporated et al.
−Removed: The plaintiff alleges that the defendants conspired to fix, maintain, increase, or control the price of beef, as well as to fix, maintain, control, prevent, or lessen the production or supply of beef by agreeing to reduce the number of cattle slaughtered, reduce slaughter capacity, refrain from increasing slaughter and beef processing capacity, limit purchases of cattle on the cash market, and coordinate purchases of and bids for cattle to lower the supply of fed cattle.
−Removed: The plaintiff advances causes of action under the Competition Act, civil conspiracy, unjust enrichment, and the Civil Code of Québec.
−Removed: The plaintiff seeks to certify a class comprised of all persons or entities in Canada who directly or indirectly purchased beef in Canada, either for resale or for their own consumption between January 1, 2015, and the present and seeks declarations regarding the alleged conspiracy, general damages, aggravated, exemplary, and punitive damages, injunctive relief, costs, and interest.
+Added: The putative class is comprised of direct and indirect beef purchasers in Canada between January 1, 2015 and the present, and alleges that the defendants conspired to fix, maintain, increase, or control the price of beef, as well as to fix, maintain, control, prevent, or lessen the production or supply of beef.
+Added: The complaint alleges a violation of the Competition Act, civil conspiracy, unjust enrichment, and a violation of the Civil Code of Québec.
+Added: It seeks declarations regarding the alleged conspiracy, general damages, aggravated, exemplary, and punitive damages, injunctive relief, costs, and interest.
On March 24, 2022, a putative class action was commenced against the same defendants in the Superior Court of Québec styled De Bellefeuille v.
−Removed: Cargill, Incorporated et al.
−Removed: The plaintiff is making substantially the same allegations as those made in the British Columbia action.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The plaintiffs allege that the defendants engaged in a conspiracy in violation of Section 1 of the Sherman Act, the Packers and Stockyards Act of 1921 and various state unfair competition and consumer protection laws from January 2015 to the present to reduce the price of cows, cattle, calves, steers or heifers by periodically reducing their slaughter volumes so as to reduce demand for fed cattle, curtailing their purchases and slaughters of cash-purchased cattle during those same periods, coordinating their procurement practices for fed cattle settled on a cash basis, importing foreign cattle at a loss so as to reduce domestic demand, and closing and idling plants.
−Removed: The plaintiffs seek, among other things, treble monetary damages, punitive damages, restitution, and pre- and post-judgment interest under state antitrust and consumer protection statutes and the common law of approximately 33 states, as well as declaratory and injunctive relief.
−Removed: The indirect producer litigation is styled Sprecht et.
−Removed: Tyson, Inc., et al .
−Removed: In November 2022, the case was transferred and consolidated with In re Cattle and Beef Antitrust Litigation , MDL No.
−Removed: 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.
−Removed: 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.
+Added: Cargill, Incorporated et al, raising substantially similar allegations and seeking compensatory damages, costs of investigation and interest.
+Added: The Company has not recorded any liability for these 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 May 22, 2020, December 23, 2020 and October 29, 2021, we received civil investigative demands (“CIDs”) from the DOJ’s Civil Antitrust Division.
2 unchanged sentences
The Offices of the Attorney General for multiple states are participating in the investigation and coordinating with the DOJ.
−Removed: 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.
−Removed: 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.
−Removed: Following initial litigation on the scope of the subpoena, we are reviewing and producing documents.
−Removed: Wage Rate Litigation
+Added: 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.
+Added: Wage Rate Litigation and Related Matters
On August 30, 2019, a putative class of non-supervisory production and maintenance employees at chicken processing plants in the continental United States filed class action complaints against us and certain of our subsidiaries, as well as several other poultry processing companies, in the United States District Court for the District of Maryland.
The plaintiffs allege that the defendants directly and through a wage survey and benchmarking service exchanged information regarding labor rates in an effort to depress and fix the rates of wages for non-supervisory production and maintenance workers in violation of federal antitrust laws.
−Removed: The plaintiffs seek, among other things, treble monetary damages, punitive damages, restitution, and pre- and post-judgment interest, as well as declaratory and injunctive relief.
Additional lawsuits making similar allegations were consolidated including an amended consolidated complaint containing additional allegations concerning turkey processing plants naming additional defendants.
−Removed: We moved to dismiss the amended consolidated complaint.
−Removed: On September 16, 2020, the court dismissed claims against us and certain other defendants without prejudice because the complaint improperly grouped together corporate subsidiaries.
−Removed: The court otherwise denied the defendants’ motions to dismiss and sustained claims based on alleged conspiracies to fix wages and exchange information against five other defendants.
−Removed: The plaintiffs filed a second amended consolidated complaint on November 2, 2020.
−Removed: We moved to dismiss the complaint on December 18, 2020 based on a lack of standing to assert claims on behalf of the purported class.
−Removed: The court denied the motion to dismiss on March 10, 2021.
−Removed: On February 16, 2022, the plaintiffs filed a third amended consolidated complaint naming additional poultry processors as defendants and expanding the scope of the claims to include employees at hatcheries and feed mills.
−Removed: We moved to dismiss the claims related to hatchery and feed mill employees.
−Removed: The court denied the motion to dismiss on July 19, 2022.
−Removed: In the third quarter of fiscal 2021, the Company recorded an accrual for the estimated probable losses that it expects to incur for this matter in the Company’s Consolidated Financial Statements.
−Removed: There was no change to the accrual in fiscal 2023 .
+Added: On May 10, 2024 and June 3, 2024, the Company participated in mediation with the putative class plaintiffs.
+Added: 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.
+Added: As a result, we increased our legal contingency accrual for claims related to this matter to $ 116 million at September 28, 2024 from $ 60 million as of September 30, 2023.
+Added: This agreement in principle remains subject to court approval.
+Added: 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.
+Added: 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.
The DOJ’s Antitrust Division has opened a civil investigation into human resources at several poultry companies.
We are cooperating with the investigation.
+Added: 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.
The plaintiffs allege that the defendants directly and through a wage survey and benchmarking service exchanged information regarding labor rates in an effort to depress and fix the rates of wages for employees in violation of federal antitrust laws.
−Removed: The plaintiffs seek, among other things, treble monetary damages, punitive damages, restitution, and pre- and post-judgment interest, as well as declaratory and injunctive relief.
−Removed: On February 17, 2023, we moved to dismiss the complaint, and on September 27, 2023, the court denied our motion.
−Removed: The Company has not recorded any liability for this matter as it does not believe a loss is probable or reasonably estimable at this time because the Company believes that it has valid and meritorious defenses against the allegations and because the case remains at the pleading stage and the classes have not yet been defined or certified by the court.
+Added: On December 22, 2023, after a mediation between the parties, the Company and the putative class plaintiffs reached an in-principle agreement to settle.
+Added: 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.
+Added: Under the terms of the proposed settlement, the Company agreed to pay the putative class an aggregate amount of $ 72.5 million.
+Added: The settlement agreement remains subject to court approval.
+Added: If the court grants final approval to the settlement, it will completely resolve all claims made against the Company in this matter.
+Added: During fiscal 2024, the Company recorded an accrual for the $ 72.5 million proposed settlement which remains accrued as of September 28, 2024 .
+Added: The Company does not believe that a range of possible loss, if any, in excess of the recorded accrual is reasonably estimable at this time.
Other Matters
9 unchanged sentences
The parties filed numerous appeals, motions for reconsideration and petitions for review related to the NLRC award and settlement payment.
−Removed: The Court of Appeals subsequently vacated the NLRC’s award on April 12, 2018.
−Removed: Complainants have filed motions for reconsideration with the Court of Appeals which were denied.
−Removed: Claimants have since filed petitions for writ of certiorari with the Supreme Court of the Philippines, which has accepted.
−Removed: The Company continues to maintain an accrual for estimated probable losses for this matter in the Company’s Consolidated Financial Statements.
+Added: The Court of Appeals of the Philippines subsequently vacated the NLRC’s award on April 12, 2018.
+Added: Complainants filed motions for reconsideration with the Court of Appeals which were denied.
+Added: Claimants have since filed petitions for writ of certiorari with the Supreme Court of the Philippines, which have been accepted.
+Added: 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.
+Added: The Company does not believe that a range of possible loss, if any, in excess of the
+Added: 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.
−Removed: 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.
+Added: 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.
Report of Independent Registered Public Accounting Firm
2 unchanged sentences
We have audited the accompanying consolidated balance sheets of Tyson Foods, Inc.
−Removed: and its subsidiaries (the “Company”) as of September 30, 2023 and October 1, 2022, and the related consolidated statements of income, of comprehensive income, of shareholders' equity and of cash flows for the fiscal years ended September 30, 2023, October 1, 2022 and October 2, 2021, including the related notes and the schedule of valuation and qualifying accounts for the fiscal years ended September 30, 2023, October 1, 2022 and October 2, 2021 appearing under Item 15 (collectively referred to as the “consolidated financial statements”).
+Added: and its subsidiaries (the "Company") as of September 28, 2024 and September 30, 2023, and the related consolidated statements of income, of comprehensive income, of shareholders' equity and of cash flows for each of the three years in the period ended September 28, 2024, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended September 28, 2024 appearing under Item 15 (collectively referred to as the "consolidated financial statements").
We also have audited the Company's internal control over financial reporting as of September 28, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
−Removed: In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 2023 and October 1, 2022, and the results of its operations and its cash flows for the fiscal years ended September 30, 2023, October 1, 2022 and October 2, 2021 in conformity with accounting principles generally accepted in the United States of America.
+Added: In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 28, 2024 and September 30, 2023, and the results of its operations and its cash flows for each of the three years in the period ended September 28, 2024 in conformity with accounting principles generally accepted in the United States of America.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 28, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
22 unchanged sentences
The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
−Removed: Third and Fourth Quarter Interim Goodwill Impairment Assessments – Certain Reporting Units in the Chicken, Beef and Pork Segments and in International/Other
−Removed: As described in Notes 1 and 5 to the consolidated financial statements, the Company’s consolidated goodwill balance was $9,878 million as of September 30, 2023, which included $3,064 million, $343 million, $423 million and $144 million for reporting units in the Chicken, Beef and Pork segments and in International/Other, respectively.
+Added: Goodwill Impairment Assessments – Beef Segment Reporting Unit and Certain Reporting Units in the Chicken Segment
+Added: As described in Notes 1 and 5 to the consolidated financial statements, the Company’s consolidated goodwill balance was $9,819 million as of September 28, 2024, and the goodwill associated with the reporting units in the Chicken and Beef segments was $3,001 million and $343 million, respectively.
Goodwill is reviewed for impairment at least annually or more frequently if impairment indicators arise.
If it is determined, based on qualitative factors, the fair value of the reporting unit may more likely than not be less than carrying amount, a quantitative goodwill impairment test is performed.
−Removed: Management estimates the fair value of reporting units considering the use of various valuation techniques, with the primary technique being an income approach (discounted cash flow method) and another technique being a market approach (guideline public company method).
+Added: Management estimates the fair value of reporting units considering the use of various valuation techniques, with the primary technique being an income approach (discounted cash flow method), with another technique being a market approach (guideline public company method).
The determination of fair value using these techniques includes assumptions about sales growth, operating margins, discount rates and valuation multiples which consider budgets, business plans, economic projections and marketplace data.
−Removed: During the third quarter of fiscal 2023, the Company experienced lower than anticipated operating results and changing market fundamentals, as well as a drop in its market capitalization to below book value.
−Removed: Consequently, management performed an interim assessment of goodwill and recorded a $448 million goodwill impairment charge, of which $210 million and $238 million was recognized in the Chicken segment and International/Other, respectively.
−Removed: Management performed its annual impairment test as of the first day of the fourth quarter in fiscal 2023, and it did not result in an additional goodwill impairment.
−Removed: During the fourth quarter of fiscal 2023, long-term treasury rates increased, which caused an increase in the discount rates used in estimating the fair value of the reporting units.
−Removed: Consequently, management determined it was necessary to perform a quantitative assessment for the Beef, Pork and two of the Chicken segment reporting units as of September 30, 2023, and management recognized a $333 million goodwill impairment charge related to the Beef reporting unit.
−Removed: The principal considerations for our determination that performing procedures relating to the third and fourth quarter interim goodwill impairment assessments of certain reporting units in the Chicken, Beef and Pork segments and in International/Other is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of the reporting units;
−Removed: (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to (a) for the third quarter interim impairment assessment:
−Removed: sales growth, operating margins, and discount rates used in the discounted cash flow method for the Beef, Pork and certain Chicken and International/Other reporting units, and valuation multiples used in the guideline public company method for certain Chicken and International/Other reporting units and (b) for the fourth quarter interim impairment assessment:
−Removed: operating margins and discount rates used in the discounted cash flow method for the Beef reporting unit;
−Removed: and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
+Added: The principal considerations for our determination that performing procedures relating to the goodwill impairment assessments of the Beef segment reporting unit and certain reporting units in the Chicken segment is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of the reporting units;
+Added: (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to (a) sales growth, operating margins, and discount rates used in the discounted cash flow method for the Beef segment reporting unit and one Chicken segment reporting unit, (b) operating margins and discount rate used in the discounted cash flow method for another Chicken segment reporting unit, and (c) valuation multiples used in the guideline public company method for the certain reporting units in the Chicken segment, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.
−Removed: These procedures included testing the effectiveness of the Company’s controls relating to management’s third and fourth quarter interim goodwill impairment assessments, including controls over the valuation of certain reporting units in the Chicken, Beef and Pork segments and in International/Other.
−Removed: These procedures also included, among others, as applicable to the reporting units and interim impairment assessments described above, (i) testing management’s process for developing the fair value estimates of certain reporting units in the Chicken, Beef and Pork segments and in International/Other;
−Removed: (ii) evaluating the appropriateness of the income and market valuation approaches, as applicable;
+Added: These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessments, including controls over the valuation of the Beef segment reporting unit and the certain reporting units in the Chicken segment.
+Added: These procedures also included, among others, (i) testing management’s process for developing the fair value estimates of the Beef segment reporting unit and the certain reporting units in the Chicken segment;
+Added: (ii) evaluating the appropriateness of the income and market valuation approaches, as applicable to the reporting unit;
(iii) testing the completeness and accuracy of underlying data used in the valuation approaches;
−Removed: and (iv) evaluating the reasonableness of management’s significant assumptions related to sales growth, operating margins, discount rates and valuation multiples, as applicable.
−Removed: Evaluating management’s assumptions related to sales growth, operating margins, discount rates and valuation multiples involved evaluating whether the assumptions used were reasonable considering (i) the current and past performance of the reporting units;
−Removed: (ii) the consistency with external market and industry data;
+Added: and (iv) evaluating the reasonableness of management’s significant assumptions related to sales growth, operating margins, discount rates and valuation multiples, as applicable to the reporting unit.
+Added: Evaluating management’s assumptions related to sales growth and operating margins involved evaluating whether the assumptions used were reasonable considering (i) the current and past performance of the reporting units;
+Added: (ii) the consistency with external market and industry data, as applicable to the reporting unit;
and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.
−Removed: Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the Company’s valuation approaches and (ii) the reasonableness of the sales growth, discount rates and valuation multiples significant assumptions, as applicable to the reporting units and interim impairment assessments described above.
+Added: Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the Company’s valuation approaches and (ii) the reasonableness of the sales growth, discount rates and valuation multiples significant assumptions, as applicable to the reporting unit.
/s/ PricewaterhouseCoopers LLP
5 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.