What changed in this filing

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Item 1. Financial Statements

2025-05-05 compared with 2025-02-03 · 200 added, 128 removed, 704 unchanged (32% of the section changed)

3 unchanged sentences

(In millions, except per share data)

Three Months Ended

December 28, 2024 December 30, 2023

Three Months Ended Six Months Ended

March 29, 2025 March 30, 2024 March 29, 2025 March 30, 2024

Sales $ 13,074 $ 13,072 $ 26,697 $ 26,391

21 unchanged sentences

(In millions)

Three Months Ended

December 28, 2024 December 30, 2023

Three Months Ended Six Months Ended

March 29, 2025 March 30, 2024 March 29, 2025 March 30, 2024

Net Income $ 14 $ 148 $ 380 $ 262

6 unchanged sentences

Comprehensive Income 42 94 304 271

Comprehensive Income Attributable to Noncontrolling Interests — 15

Comprehensive Income (Loss) Attributable to Noncontrolling Interests 7 ( 4 ) 7 11

Comprehensive Income Attributable to Tyson $ 35 $ 98 $ 297 $ 260

3 unchanged sentences

(In millions, except share and per share data)

December 28, 2024 September 28, 2024

March 29, 2025 September 28, 2024

Current Assets:

26 unchanged sentences

Accumulated other comprehensive gain (loss) ( 253 ) ( 184 )

Treasury stock, at cost – 91 million shares at December 28, 2024 and 92 million shares at September 28, 2024 ( 4,925 ) ( 4,941 )

Treasury stock, at cost – 91 million shares at March 29, 2025 and 92 million shares at September 28, 2024 ( 4,922 ) ( 4,941 )

Total Tyson Shareholders’ Equity 18,400 18,390

6 unchanged sentences

(In millions)

Three Months Ended

December 28, 2024 December 30, 2023

Shares Amount Shares Amount

Three Months Ended Six Months Ended

March 29, 2025 March 30, 2024 March 29, 2025 March 30, 2024

Shares Amount Shares Amount Shares Amount Shares Amount

Class A Common Stock:

32 unchanged sentences

(In millions)

Three Months Ended

December 28, 2024 December 30, 2023

Six Months Ended

March 29, 2025 March 30, 2024

Cash Flows From Operating Activities:

21 unchanged sentences

Other, net ( 1 ) ( 12 )

Cash Used for Financing Activities ( 195 ) ( 26 )

Cash (Used for) Provided by Financing Activities ( 1,132 ) 1,051

Effect of Exchange Rate Changes on Cash ( 25 ) 2

Increase in Cash and Cash Equivalents and Restricted Cash 575 911

(Decrease) Increase in Cash and Cash Equivalents and Restricted Cash ( 725 ) 1,609

Cash and Cash Equivalents and Restricted Cash at Beginning of Year 1,717 573

13 unchanged sentences

Actual results could differ from those estimates.

We believe the accompanying consolidated condensed financial statements contain all adjustments, which are of a normal recurring nature necessary to state fairly our financial position as of December 28, 2024 and the results of operations for the three months ended December 28, 2024 and December 30, 2023.

We believe the accompanying consolidated condensed financial statements contain all adjustments, which are of a normal recurring nature necessary to state fairly our financial position as of March 29, 2025 and the results of operations for the three and six months ended March 29, 2025 and March 30, 2024.

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

8 unchanged sentences

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

Our qualitative assessment for the first quarter of fiscal 2025 did not indicate that it was more likely than not the fair value of any of our reporting units or indefinite life intangible assets was less than the carrying amount, and as such, no quantitative test was deemed necessary.

Our qualitative assessment for the first and second quarters of fiscal 2025 did not indicate that it was more likely than not the fair value of any of our reporting units or indefinite life intangible assets was less than the carrying amount, and as such, no quantitative test was deemed necessary.

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

8 unchanged sentences

Recently Issued Accounting Pronouncements

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.

In November 2024, the Financial Accounting Standards Board (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.

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.

5 unchanged sentences

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

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

In December 2023, the FASB issued authoritative guidance to enhance the transparency and decision usefulness of income tax disclosures primarily related to the rate reconciliation and income taxes paid information.

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

14 unchanged sentences

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

At December 28, 2024, the cost of inventories was determined by either the first-in, first-out method or the weighted-average method, which is consistent with the methods used at September 28, 2024.

Inventories are presented net of lower of cost or net realizable value adjustments of $ 112 million and $ 115 million as of December 28, 2024 and September 28, 2024, respectively.

At March 29, 2025, the cost of inventories was determined by either the first-in, first-out method or the weighted-average method, which is consistent with the methods used at September 28, 2024.

Inventories are presented net of lower of cost or net realizable value adjustments of $ 132 million and $ 115 million as of March 29, 2025 and September 28, 2024, respectively.

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

December 28, 2024 September 28, 2024

March 29, 2025 September 28, 2024

Processed products $ 2,993 $ 2,897

4 unchanged sentences

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

December 28, 2024 September 28, 2024

March 29, 2025 September 28, 2024

Land $ 216 $ 220

8 unchanged sentences

Other current liabilities are as follows (in millions):

December 28, 2024 September 28, 2024

March 29, 2025 September 28, 2024

Accrued salaries, wages and benefits $ 680 $ 912

5 unchanged sentences

Network Optimization Plan

In the first quarter of fiscal 2025, the Company initiated a network optimization plan to optimize our global operations.

We are reporting on actions approved through the end of the first quarter of fiscal 2025, including the estimated amounts for each major category of costs, as we are currently unable to make an estimate of the cost of the entire network optimization plan.

As of December 28, 2024, we expect to incur $ 93 million of charges related to actions approved to date, which include an estimated $ 39 million of cash charges and $ 54 million of non-cash charges.

We recognized charges of $ 73 million in the first quarter of fiscal 2025, which primarily included the closure of two facilities in the Prepared Foods segment, a non-harvesting facility closure in the Beef segment and asset write-offs in the Chicken segment and International/Other.

These charges included $ 29 million that have resulted or will result in cash outflows and $ 44 million of non-cash.

In the first quarter of fiscal 2025, the Company initiated a network optimization plan to optimize our global operations and logistics network.

We are reporting on actions approved through the end of the second quarter of fiscal 2025, including the estimated amounts for each major category of costs, as we are currently unable to make an estimate of the cost of the entire network optimization plan.

We expect to incur costs related to the network optimization plan over a multi-year period.

The following table reflects pretax expenses related to the network optimization plan in the first quarter of fiscal 2025 (in millions):

In the second quarter of fiscal 2025, the Company approved additional actions which increased the estimated charges related to actions approved through March 29, 2025, by $ 23 million, which were all recognized in the second quarter of fiscal 2025 and included asset write-offs and severance and related costs in the Chicken segment and International/Other.

We recognized charges of $ 43 million and $ 116 million in the second quarter and first six months of fiscal 2025, respectively, related to the network optimization plan, which primarily included the closure of two facilities in the Prepared Foods segment, a non-harvesting facility closure in the Beef segment and asset write-offs in the Chicken segment and International/Other.

All estimated charges related to actions approved through March 29, 2025 have been recognized and included $ 47 million that have resulted or will result in cash outflows and $ 69 million of non-cash charges for the first six months of fiscal 2025.

We expect to incur additional charges in the future as additional actions are approved.

The following table reflects pretax expenses related to the network optimization plan in the first six months of fiscal 2025 (in millions):

Beef Pork Chicken Prepared Foods International/Other Total

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Total $ 48 $ — $ 32 $ 25 $ 11 $ 116

As of December 28, 2024 there was $ 36 million of network optimization plan liability.

As of March 29, 2025, there was $ 39 million of network optimization plan liability, net of $ 3 million of payments during fiscal 2025.

In April 2025, following a strategic review of our domestic logistics and storage network, the Company approved a plan to execute various long-term cold storage service agreements and the sale of multiple Tyson-owned and operated distribution centers (the "Facilities").

The approval of this plan will result in the respective assets being classified as held for sale in the third quarter of fiscal 2025 with anticipated closings to occur during the second half of fiscal 2025.

The carrying value of the Facilities' property, plant and equipment as of March 29, 2025 approximated $ 200 million.

Total proceeds from the sales are estimated to be approximately $ 250 million to $ 300 million.

As a part of these agreements, we will leaseback the Facilities for various periods ranging from approximately one to three years.

Additionally, we anticipate entering into long-term cold storage service agreements associated with several fully automated cold storage facilities.

We expect this will reduce network complexity, streamline inventory flow, simplify processes and reduce operating expenses.

We do not currently anticipate any material disposal costs.

Any resulting net gain or loss will primarily impact our Chicken and Prepared Foods segments as the Facilities predominately support the operations of those segments.

Plant Closures and Disposals

During the first quarter of 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.

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

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

During fiscal 2023, the Company approved the closure of six Chicken segment processing facilities and during the first half of fiscal 2024, approved the closure of two case ready value-added plants in our Beef segment and a processing facility in our Pork segment to optimize asset utilization.

We shifted production to other facilities and ceased operations at these Chicken facilities throughout fiscal 2023 and the first quarter of fiscal 2024, shifted production and ceased operations at our Columbia and Jacksonville facilities during the first quarter of fiscal 2024 and shifted production and ceased operations at our Perry facility during the third quarter of fiscal 2024.

As a result of the plant closures and disposals, we recorded $ 23 million of additional charges in the second quarter and first six months of fiscal 2025 related to contract termination costs, which will result in cash outflows, and $ 39 million and $ 114 million of charges in the second quarter and first six months of fiscal 2024, respectively, primarily related to accelerated depreciation, severance, retention and related costs.

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

Included in the results for the first three months of fiscal 2024 are $ 6 million of charges that have resulted or will result in cash outflows and $ 69 million of non-cash charges.

The following table reflects our liability related to plant closures as of December 28, 2024 (in millions):

Balance at September 28, 2024 Plant Closure Charges Payments Balance at December 28, 2024

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

The following table reflects our liability related to plant closures as of March 29, 2025 (in millions):

Balance at September 28, 2024 Plant Closure Charges Payments Balance at March 29, 2025

Contract termination $ 98 $ 23 $ ( 13 ) $ 108

2 unchanged sentences

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

For the first quarter of fiscal 2024, these charges totaled $ 26 million, primarily related to property, plant and equipment impairments, inventory write-offs and clean-up costs.

The charges are reflected in the Consolidated Condensed Statements of Income in Cost of Sales and, for the first three months of fiscal 2024, included $ 2 million of charges that resulted in cash outflows and $ 24 million of non-cash charges.

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

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

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

1 unchanged sentence

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

December 28, 2024 September 28, 2024

March 29, 2025 September 28, 2024

Revolving credit facility $ — $ —

13 unchanged sentences

Discount on senior notes ( 35 ) ( 36 )

Term loan facility due May 2026 (5.72% at December 28, 2024) 750 750

Term loan facility due May 2028 (6.30% at December 28, 2024) 750 750

Term loan facility due May 2026 — 750

Term loan facility due May 2028 (6.18% at March 29, 2025) 750 750

Finance Leases 157 126

7 unchanged sentences

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

At December 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 December 28, 2024 we had $ 86 million of bilateral letters of credit issued separately from the revolving credit facility, none of which were drawn upon.

At March 29, 2025, amounts available for borrowing under this facility totaled $ 2.25 billion and we had no outstanding borrowings and no outstanding letters of credit issued under this facility.

At March 29, 2025 we had $ 93 million of bilateral letters of credit issued separately from the revolving credit facility, none of which were drawn upon.

Our letters of credit are issued primarily in support of workers’ compensation insurance programs and other legal obligations.

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.

On April 15, 2025, subsequent to the end of our second quarter of fiscal 2025, we terminated our existing revolving credit facility and entered into a new $ 2.5 billion revolving credit facility.

The new revolving credit facility will mature, and the commitments thereunder will terminate, in April 2030 with options for two one-year extensions.

Under the terms of the revolving credit facility, we have the option to establish incremental commitment increases of up to an aggregate amount of $ 500 million if certain conditions are met.

The covenants and other terms of the new facility are generally consistent with those of the terminated facility.

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.

As of December 28, 2024, we had no commercial paper outstanding .

As of March 29, 2025, we had no commercial paper outstanding .

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

In April 2025, subsequent to the end of our second quarter of fiscal 2025, we increased the aggregate maximum principal amount to $ 1.75 billion in conjunction with the execution of the new revolving credit facility.

5.40% 2029 Notes/5.70% 2034 Notes

4 unchanged sentences

Term Loan Facilities

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

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

Both term loans may be prepaid under certain conditions and contain covenants that are similar to those contained in the revolving credit facility.

On January 29, 2025, subsequent to the end of our first quarter of fiscal 2025, we repaid the $ 750 million term loan that matures in May 2026 using cash on hand.

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

This term loan may be prepaid under certain conditions and contain covenants that are similar to those contained in the revolving credit facility.

During the second quarter of fiscal 2025, we repaid a $ 750 million term loan due May 2026 using cash on hand.

Debt Covenants

12 unchanged sentences

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

We were in compliance with all debt covenants at December 28, 2024.

We were in compliance with all debt covenants at March 29, 2025.

Share Repurchases

As of December 28, 2024, 7.3 million shares remained available for repurchase under the Company's share repurchase program.

As of March 29, 2025, 7.3 million shares remained available for repurchase under the Company's share repurchase program.

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

1 unchanged sentence

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

Three Months Ended

December 28, 2024 December 30, 2023

Shares Dollars Shares Dollars

Three Months Ended Six Months Ended

March 29, 2025 March 30, 2024 March 29, 2025 March 30, 2024

Shares Dollars Shares Dollars Shares Dollars Shares Dollars

Shares repurchased:

2 unchanged sentences

Total share repurchases — $ 1 0.3 $ 18 0.3 $ 16 0.6 $ 31

Our effective tax rate was 23.5 % and 29.4 % for the first quarter of fiscal 2025 and 2024, respectively.

The effective tax rates for the first quarter of fiscal 2025 and 2024 are higher than the federal statutory tax rate primarily due to state taxes and net unfavorable permanent book-to-tax differences, partially offset by various tax benefits.

Additionally, the effective tax rate for the first quarter of fiscal 2025 was decreased by the release of a $ 9 million valuation allowance on losses related to a production facility fire in the Netherlands and our subsequent decision to sell the facility.

The release of the valuation allowance was due to newly enacted tax legislation in the Netherlands.

Unrecognized tax benefits were $ 154 million and $ 151 million at December 28, 2024 and September 28, 2024, respectively.

Our effective tax rates were 51.0 % and 26.9 % for the second quarter of fiscal 2025 and 2024, respectively, and 25.1 % and 28.0 % for the first six months of fiscal 2025 and 2024, respectively.

In all periods presented, the effective tax rates were higher than the federal statutory tax rate primarily due to state taxes, partially offset by various tax benefits.

The effective tax rates for the second quarter and first six months of fiscal 2025 were also increased by the impact of net unfavorable permanent book-to-tax differences and changes in unrecognized tax benefits.

Additionally, the effective tax rate for the first six months of fiscal 2025 was decreased by the release of a $ 9 million valuation allowance on losses related to a production facility fire in the Netherlands and our subsequent decision to sell the facility.

The release of the valuation allowance was due to tax legislation enacted in the Netherlands in the first quarter of fiscal 2025.

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

Unrecognized tax benefits were $ 157 million and $ 151 million at March 29, 2025 and September 28, 2024, respectively.

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

The assessment totals approximately $ 448 million ( 9.0 billion Mexican pesos), which includes tax, inflation adjustment, interest and penalties.

We believe the assertions made in the assessment letter have no merit and will defend our positions through the Mexican administrative appeal process and litigation, if necessary.

Based on our analysis of this assessment in accordance with FASB guidance related to unrecognized tax benefits, we have not recorded a liability related to the issue.

The assessment totals approximately $ 447 million ( 9.1 billion Mexican pesos), which includes tax, inflation adjustment, interest and penalties as of March 29, 2025.

Additionally, the purchaser in the transaction also received an assessment from the Mexican tax authorities related to the sale of the indirect equity interests, which was affirmed in January 2025 by a circuit court in Mexico, but remains subject to potential further judicial review under a petition filed by the purchaser.

The transaction agreement contains certain mutual indemnification provisions, and both parties have provided notice of indemnification claims to the other party.

The purchaser has not indicated the total amount it seeks in indemnification from us in its notice of indemnification claim.

We believe any final assessment levied against and collected from the purchaser should prohibit potential assessment against us related to the sale of these same indirect equity interests because the Mexican tax authorities cannot collect twice for the same alleged underlying tax liability.

We do not reasonably expect that the total amount sought in indemnification could exceed our assessment total at this time.

In addition, we further believe the assertions made in the assessment against us with respect to the sale of both our direct and indirect equity interests have no merit and will defend our positions through the Mexican administrative appeal process and litigation, if necessary.

Based on our analysis of our assessment in accordance with FASB guidance related to unrecognized tax benefits, we have not recorded a liability related to our assessment.

Additionally, we have not recorded a liability for the indemnification claim from the purchaser, because we do not believe a loss is probable, or that a range of possible loss, if any, is reasonably estimable at this time, because we believe we have valid and meritorious defenses against the claim.

EARNINGS PER SHARE

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

Three Months Ended

December 28, 2024 December 30, 2023

Three Months Ended Six Months Ended

March 29, 2025 March 30, 2024 March 29, 2025 March 30, 2024

Net income $ 14 $ 148 $ 380 $ 262

24 unchanged sentences

Class B $ 0.450 $ 0.441 $ 0.909 $ 0.891

Approximately 5 million and 7 million of our stock-based compensation shares were antidilutive for the three months ended December 28, 2024 and December 30, 2023, respectively.

Approximately 6 million of our stock-based compensation shares were antidilutive for the three and six months ended March 29, 2025, respectively.

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

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

12 unchanged sentences

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

No significant concentrations of credit risk existed at December 28, 2024.

No significant concentrations of credit risk existed at March 29, 2025.

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

in millions, except soybean meal tons Metric December 28, 2024 September 28, 2024

in millions, except soybean meal tons Metric March 29, 2025 September 28, 2024

Corn Bushels 90 29

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

Based on market prices as of December 28, 2024, we have net pretax losses of $ 5 million for our commodity contracts, which are expected to be reclassified into earnings within the next twelve months.

Based on market prices as of March 29, 2025, we have net pretax losses of $ 4 million for our commodity contracts, which are expected to be reclassified into earnings within the next twelve months.

Additionally, we have $ 10 million of realized losses related to treasury rate locks in connection with the issuance of the 2026, 2029 and 2048 Notes, which will be reclassified to earnings over the lives of these notes.

During the three months ended December 28, 2024 and December 30, 2023, we did not reclassify significant pretax gains or losses into earnings as a result of the discontinuance of cash flow hedges.

During the three and six months ended March 29, 2025 and March 30, 2024, we did not reclassify significant pretax gains or losses into earnings as a result of the discontinuance of cash flow hedges.

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

Three Months Ended

Gain (Loss) Recognized in OCI on Derivatives December 28, 2024 December 30, 2023

Three Months Ended Six Months Ended

Gain (Loss) Recognized in OCI on Derivatives March 29, 2025 March 30, 2024 March 29, 2025 March 30, 2024

Cash flow hedge - derivatives designated as hedging instruments:

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

Ineffectiveness related to fair value hedges was not significant for the three months ended December 28, 2024, and December 30, 2023.

The following table sets forth the carrying amount of fair value hedge (assets) liabilities as of December 28, 2024 and September 28, 2024 (in millions):

Consolidated Condensed Balance Sheets Classification December 28, 2024 September 28, 2024

Ineffectiveness related to fair value hedges was not significant for the three and six months ended March 29, 2025, and March 30, 2024.

The following table sets forth the carrying amount of fair value hedge (assets) liabilities as of March 29, 2025 and September 28, 2024 (in millions):

Consolidated Condensed Balance Sheets Classification March 29, 2025 September 28, 2024

Inventory $ 25 $ ( 3 )

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

Consolidated Condensed Statements of Income Classification Three Months Ended

December 28, 2024 December 30, 2023

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

March 29, 2025 March 30, 2024 March 29, 2025 March 30, 2024

Cost of Sales $ 12,474 $ 12,206 $ 25,002 $ 24,702

2 unchanged sentences

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

Consolidated Condensed Statements of Income Classification Three Months Ended

December 28, 2024 December 30, 2023

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

March 29, 2025 March 30, 2024 March 29, 2025 March 30, 2024

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

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The following tables set forth by level within the fair value hierarchy our financial assets and liabilities accounted for at fair value on a recurring basis according to the valuation techniques we used to determine their fair values (in millions):

December 28, 2024 Level 1 Level 2 Level 3 Netting (a) Total

March 29, 2025 Level 1 Level 2 Level 3 Netting (a) Total

Other Current Assets:

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Undesignated — 79 — ( 16 ) 63

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

Other Assets:

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

Additionally, at December 28, 2024, and September 28, 2024, we had $ 55 million and $ 54 million, respectively, of net cash collateral with various counterparties where master netting arrangements exist and held no cash collateral.

Additionally, at March 29, 2025, and September 28, 2024, we had $ 122 million and $ 54 million, respectively, of net cash collateral with various counterparties where master netting arrangements exist and held no cash collateral.

The following table provides a reconciliation between the beginning and ending balance of marketable debt securities measured at fair value on a recurring basis in the table above that used significant unobservable inputs (Level 3) (in millions):

Three Months Ended

December 28, 2024 December 30, 2023

Six Months Ended

March 29, 2025 March 30, 2024

Balance at beginning of year $ 28 $ 30

5 unchanged sentences

Balance at end of period $ 25 $ 30

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

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

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

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The following table sets forth our available-for-sale securities’ amortized cost basis, fair value and unrealized gain (loss) by significant investment category (in millions):

December 28, 2024 September 28, 2024

March 29, 2025 September 28, 2024

Cost Basis Fair

13 unchanged sentences

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

We recognized no direct write-offs or allowances for credit losses in earnings for the three months ended December 28, 2024, and December 30, 2023.

We recognized no direct write-offs or allowances for credit losses in earnings for the six months ended March 29, 2025, and March 30, 2024.

Deferred Compensation Assets

9 unchanged sentences

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

We did not have any significant measurements of assets or liabilities at fair value on a nonrecurring basis subsequent to their initial recognition during the three months ended December 28, 2024 and December 30, 2023.

During the six months ended March 30, 2024, we recorded a fixed asset impairment charge of $ 25 million in Cost of Sales in the Consolidated Condensed Statements of Income as a result of our decision to sell our Netherlands facility.

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

We did not have any other significant measurements of assets or liabilities at fair value on a nonrecurring basis subsequent to their initial recognition during the six months ended March 29, 2025 and March 30, 2024.

Other Financial Instruments

1 unchanged sentence

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

December 28, 2024 September 28, 2024

March 29, 2025 September 28, 2024

Fair Value Carrying Value Fair Value Carrying Value

2 unchanged sentences

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

Three Months Ended

December 28, 2024 December 30, 2023

Before Tax Tax After Tax Before Tax Tax After Tax

Three Months Ended Six Months Ended

March 29, 2025 March 30, 2024 March 29, 2025 March 30, 2024

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

Derivatives accounted for as cash flow hedges:

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Total other comprehensive income (loss) $ 29 $ ( 1 ) $ 28 $ ( 55 ) $ 1 $ ( 54 ) $ ( 78 ) $ 2 $ ( 76 ) $ 10 $ ( 1 ) $ 9

(a) Before and after tax translation adjustment for the three months ended December 28, 2024 and December 30, 2023 included $( 7 ) million and $ 8 million of Comprehensive Income (Loss) Attributable to Noncontrolling Interests, respectively.

(a) Before and after tax translation adjustment for the three and six months ended March 29, 2025 included $ 0 million and $( 7 ) million of Comprehensive Income (Loss) Attributable to Noncontrolling Interests, respectively.

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

SEGMENT REPORTING

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

Three Months Ended

December 28, 2024 December 30, 2023

Three Months Ended Six Months Ended

March 29, 2025 March 30, 2024 March 29, 2025 March 30, 2024

Beef $ 5,196 $ 4,954 $ 10,531 $ 9,977

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Total Sales $ 13,074 $ 13,072 $ 26,697 $ 26,391

Three Months Ended

December 28, 2024 December 30, 2023

Three Months Ended Six Months Ended

March 29, 2025 March 30, 2024 March 29, 2025 March 30, 2024

Operating Income (Loss):

$ ( 258 ) $ ( 35 ) $ ( 322 ) $ ( 241 )

( 195 ) ( 1 ) ( 136 ) 38

262 158 613 335

Prepared Foods (d)

244 230 453 473

International/Other (e)

47 ( 40 ) 72 ( 62 )

Total Operating Income (Loss) 100 312 680 543

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Income before Income Taxes $ 30 $ 203 $ 508 $ 364

(a) Beef segment results for the three months ended December 28, 2024 included $ 32 million in network optimization plan charges, recognized in Cost of Sales.

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

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

(c) Chicken segment results for the three months ended December 28, 2024 included $ 6 million of brand discontinuation charges, recognized in Selling, General and Administrative.

Additionally, Chicken segment results for the three months ended December 28, 2024 included network optimization plan charges of $ 9 million and $ 2 million, recognized in Cost of Sales and Selling, General and Administrative, respectively.

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

(d) Prepared Foods segment results for the three months ended December 28, 2024 included $ 25 million in network optimization plan charges, recognized in Cost of Sales.

Prepared Foods segment results for the three months ended December 30, 2023 included restructuring and related charges of $ 1 million and $ 20 million, recognized in Cost of Sales and Selling, General and Administrative, respectively.

(e) International/Other results for the three months ended December 28, 2024 included $ 5 million in network optimization plan charges, recognized in Cost of Sales.

International/Other results for the three months ended December 30, 2023 included $ 26 million of costs related to a fire at our production facility in the Netherlands and subsequent decision to sell, recognized in Cost of Sales.

(a) Beef segment results for the three and six months ended March 29, 2025 included $ 16 million and $ 48 million, respectively, in network optimization plan charges, recognized in Cost of Sales.

Additionally, Beef segment results for the three and six months ended March 29, 2025 included a $ 93 million legal contingency accrual, recognized as a reduction to Sales.

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

(b) Pork segment results for the three and six months ended March 29, 2025 included a $ 250 million legal contingency accrual, recognized as a reduction to Sales.

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

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

(c) Chicken segment results for the three and six months ended March 29, 2025 included $ 6 million and $ 12 million, respectively, of brand discontinuation charges, recognized in Selling, General and Administrative, and network optimization plan charges of $ 21 million and $ 32 million, respectively, primarily recognized in Cost of Sales.

Chicken segment results for the three and six months ended March 29, 2025 included costs related to plant closures and disposals of $ 23 million, recognized in Cost of Sales.

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

(d) Prepared Foods segment results for the six months ended March 29, 2025 included $ 25 million in network optimization plan charges, recognized in Cost of Sales.

Prepared Foods segment results for the three and six months ended March 30, 2024 included restructuring and related charges of $ 3 million and $ 24 million, respectively, primarily recognized in Selling, General and Administrative.

(e) International/Other results for the three and six months ended March 29, 2025 included $ 6 million and $ 11 million, respectively, in network optimization plan charges, recognized in Cost of Sales.

International/Other results for the three and six months ended March 30, 2024 included $ 54 million and $ 80 million, respectively, of costs, net of insurance proceeds, related to a fire at our production facility in the Netherlands and subsequent decision to sell, recognized in Cost of Sales.

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

Three months ended December 28, 2024

Three months ended March 29, 2025

Foodservice (b)

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Total $ 6,303 $ 3,885 $ 1,795 $ 1,091 $ 13,074 $ — $ 13,074

Three months ended December 30, 2023

Three months ended March 30, 2024

Foodservice (b)

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

Six months ended March 29, 2025

Foodservice (b)

International (c)

Industrial and Other (d)

Total External Customers Intersegment Total

Beef $ 5,304 $ 2,707 $ 1,245 $ 1,055 $ 10,311 $ 220 $ 10,531

Pork 996 252 647 315 2,210 651 2,861

Chicken 3,444 3,213 539 961 8,157 49 8,206

Prepared Foods 2,899 1,751 110 109 4,869 — 4,869

International/Other — — 1,150 — 1,150 — 1,150

Intersegment — — — — — ( 920 ) ( 920 )

Total $ 12,643 $ 7,923 $ 3,691 $ 2,440 $ 26,697 $ — $ 26,697

Six months ended March 30, 2024

Foodservice (b)

International (c)

Industrial and Other (d)

Total External Customers Intersegment Total

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

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

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

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

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

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

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

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

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

Additionally, during the three and six months ended March 29, 2025, Beef and Pork segments included a $ 93 million and $ 250 million reduction in Other, respectively, due to the recognition of legal contingency accruals .

COMMITMENTS AND CONTINGENCIES

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

The remaining terms of the underlying obligations cover periods up to 7 years, and the maximum potential amount of future payments as of December 28, 2024, was not significant.

The remaining terms of the underlying obligations cover periods up to 7 years, and the maximum potential amount of future payments as of March 29, 2025, was not significant.

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

At December 28, 2024 and September 28, 2024, no significant liabilities for guarantees were recorded.

At March 29, 2025 and September 28, 2024, no significant liabilities for guarantees were recorded.

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

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

The potential maximum commitment as of December 28, 2024 was approximately $ 235 million.

The total receivables under these programs were $ 12 million and $ 14 million at December 28, 2024 and September 28, 2024, respectively.

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

The potential maximum commitment as of March 29, 2025 was approximately $ 235 million.

At March 29, 2025 and September 28, 2024, we did not have significant net receivables outstanding under these programs.

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 Condensed Balance Sheets in Other Assets.

We had no deposits at December 28, 2024 and September 28, 2024.

We had no deposits at March 29, 2025 and September 28, 2024.

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

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The Industrial Revenue Bonds and the associated obligations for the leases of the facilities offset, and the underlying assets remain in property, plant and equipment.

At December 28, 2024, the total amount under these types of arrangements totaled $ 852 million.

At March 29, 2025, the total amount under these types of arrangements totaled $ 852 million.

Contingencies

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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.

The Court divided the case into two tracks.

Plaintiffs electing to proceed in the first track (“Track One”) chose to forego claims relating to the DOJ criminal investigation described below.

Plaintiffs electing to proceed in the second track (“Track Two”) could pursue those claims but needed to wait until the completion of the Track One proceedings before doing so.

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.

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Both of these trials were cancelled because all claims brought by these classes were resolved before trial.

This completed the Track One proceedings.

On February 11, 2025, the Court denied the defendants’ motion to dismiss the allegations brought by the Track Two plaintiffs.

On March 7, 2025, the Court lifted the stay of discovery that had applied to the Track Two claims and entered a case schedule under which the first Track Two trial will begin on April 5, 2027.

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

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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.

During the three months ended December 28, 2024 and December 30, 2023 the Company did not record any contingency accruals for claims related to these matters.

Additionally, during the first quarter of fiscal 2025 and 2024, the Company reduced its total recorded legal contingency accrual by $ 21 million and $ 15 million, respectively, for amounts it had paid related to these matters.

At December 28, 2024 and September 28, 2024, the legal contingency accrual for claims related to the Broiler Antitrust Civil Litigation matters described above was $ 65 million and $ 86 million, respectively.

During the three and six months ended March 29, 2025 and March 30, 2024 the Company did not record any contingency accruals for claims related to these matters.

Additionally, during the first six months of fiscal 2025 and 2024, the Company reduced its total recorded legal contingency accrual by $ 21 million and $ 81 million, respectively, for amounts it had paid related to these matters.

At March 29, 2025 and September 28, 2024, the legal contingency accrual for claims related to the Broiler Antitrust Civil Litigation matters described above was $ 65 million and $ 86 million, respectively.

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.

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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.

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

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

At December 28, 2024 and September 28, 2024, the legal contingency accrual for claims related to the Pork Antitrust Civil Litigation matter described above was $ 45 million .

In the third quarter of fiscal 2024, we filed and joined motions for summary judgment.

On March 31, 2025, the court denied those summary judgment motions as to the claims against the Company.

The Company anticipates multiple trials in this matter in various federal districts, with various classes of plaintiffs as well as opt-out plaintiffs, with the first trial expected to begin in the first quarter of fiscal 2026.

While we believe we have 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.

On April 11, 2025, the Company reached an agreement in principle with the direct purchase class plaintiffs to settle their claims in this matter for an aggregate of $ 50 million, subject to court approval.

During the second quarter of fiscal 2025, the Company increased the contingency accrual for claims related to this matter by $ 250 million.

At March 29, 2025 and September 28, 2024, the legal contingency accrual for claims related to the Pork Antitrust Civil Litigation matter described above was $ 295 million and $ 45 million, respectively .

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.

However, if facts and circumstances of the matter or assumptions based on present conditions used to determine our estimated liability were to significantly change, we may be exposed to additional material losses.

Beef Antitrust Litigation and Related Matters

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These cases have been transferred to the United States District Court for the District of Minnesota for pretrial purposes.

The matter is currently in the fact discovery phase, and the putative classes filed motions for class certification on September 25, 2024.

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.

The fact discovery phase ended in early April 2025, and the parties are now engaged in expert discovery.

Additionally, the putative classes filed motions for class certification on September 25, 2024, which remains pending before 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.

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Cargill, Incorporated et al, raising substantially similar allegations and seeking compensatory damages, costs of investigation and interest.

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

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

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

While we believe we have valid and meritorious defenses to the claims that have been made in the Beef Antitrust Civil Litigation and related matters, we expect that in the context of settlement discussions in the Pork Antitrust Civil Litigation matters described above, there may also be opportunities to discuss settlements for the Beef Antitrust Civil Litigation matters, because there are many plaintiffs that are common to both.

The Company views such settlement discussions as a means to potentially avoid the uncertainty, risk, expense and distraction of protracted litigation.

Accordingly, during the second quarter of fiscal 2025, we recorded a legal contingency accrual of $ 93 million for claims related to the Beef Antitrust Civil Litigation matter, which remains outstanding as of March 29, 2025.

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.

Wage Rate Litigation and Related Matters

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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.

At December 28, 2024 and September 28, 2024, the legal contingency accrual for claims related to the Poultry wage rate litigation matter described above was $ 116 million.

This settlement remains subject to court approval.

On February 11, 2025, the court entered an order granting preliminary approval of the settlement.

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

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.

At March 29, 2025 and September 28, 2024, the legal contingency accrual for claims related to the Poultry wage rate litigation matter described above was $ 77 million and $ 116 million, respectively.

The decrease in the accrual is due to payments made during the first six months of fiscal 2025 .

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.

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The court approved the settlement on January 15, 2025.

During the first quarter of fiscal 2024, the Company recorded an accrual for the $ 72.5 million settlement which remained accrued as of December 28, 2024 and September 28, 2024 .

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.

During the first quarter of fiscal 2024, the Company recorded an accrual for the $ 72.5 million settlement which was paid during the second quarter of fiscal 2025 as a result of the court approval.

Other Matters

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recorded accrual is reasonably estimable at this time.

For a tax-related matter involving the Company, refer to Part I, Item 1.

Notes to the Consolidated Financial Statements, Note 8:

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.

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

What changed 10-Q

Item 1. Financial Statements