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Item 1. Financial Statements

2025-08-04 compared with 2025-05-05 · 174 added, 148 removed, 756 unchanged (30% of the section changed)

3 unchanged sentences

(In millions, except per share data)

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Sales $ 13,884 $ 13,353 $ 40,581 $ 39,744

2 unchanged sentences

Selling, General and Administrative 538 537 1,553 1,683

Goodwill Impairment 343 — 343 —

Operating Income 260 341 940 884

17 unchanged sentences

(In millions)

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Net Income $ 69 $ 196 $ 449 $ 458

12 unchanged sentences

(In millions, except share and per share data)

March 29, 2025 September 28, 2024

June 28, 2025 September 28, 2024

Current Assets:

25 unchanged sentences

Retained earnings 18,772 18,873

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

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

Accumulated other comprehensive income (loss) ( 195 ) ( 184 )

Treasury stock, at cost – 92 million shares at June 28, 2025 and September 28, 2024 ( 4,949 ) ( 4,941 )

Total Tyson Shareholders’ Equity 18,338 18,390

6 unchanged sentences

(In millions)

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Shares Amount Shares Amount Shares Amount Shares Amount

25 unchanged sentences

Net income attributable to noncontrolling interests 8 5 22 15

Distributions to noncontrolling interest ( 15 ) ( 11 ) ( 15 ) ( 11 )

Business combinations — — — 1

6 unchanged sentences

(In millions)

Six Months Ended

March 29, 2025 March 30, 2024

Nine Months Ended

June 28, 2025 June 29, 2024

Cash Flows From Operating Activities:

2 unchanged sentences

Deferred income taxes ( 61 ) 6

Gain on sale of storage facilities ( 107 ) —

Impairment of goodwill 343 —

Other, net 158 162

5 unchanged sentences

Proceeds from sale of marketable securities 47 21

Proceeds from sale of storage facilities 252 —

Acquisition of equity investments ( 5 ) ( 28 )

28 unchanged sentences

Actual results could differ from those estimates.

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

We believe the accompanying consolidated condensed financial statements contain all adjustments, which are of a normal recurring nature necessary to state fairly our financial position as of June 28, 2025 and the results of operations for the three and nine months ended June 28, 2025 and June 29, 2024.

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

1 unchanged sentence

The consolidated condensed financial statements include the accounts of all wholly-owned subsidiaries, as well as majority-owned subsidiaries over which we exercise control and, when applicable, entities for which we have a controlling financial interest or variable interest entities for which we are the primary beneficiary.

All significant intercompany accounts and transactions have been eliminated in consolidation.

Intercompany accounts and transactions have been eliminated in consolidation.

Goodwill and Intangible Assets

4 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 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.

The following reporting units and indefinite life intangible asset were considered at heightened risk of impairment as of the date of the most recent estimated fair value determination, which was in the fourth quarter of fiscal 2024:

During fiscal 2024, we determined the following reporting units and indefinite life intangible asset were considered at heightened risk of impairment:

our Chicken segment reporting units and our Beef reporting unit with goodwill totaling $ 3.0 billion and $ 0.3 billion, respectively, and one Prepared Foods brand with a carrying value of $ 0.5 billion, with our Beef reporting unit having less than 10% of excess fair value above carrying value.

During the third quarter of fiscal 2025, our Beef reporting unit experienced lower than anticipated supply of market-ready cattle and an increased carrying amount primarily associated with higher cattle costs.

Additionally, our latest forecasts now indicate the timing of the recovery of market-ready cattle associated with the anticipated cattle herd rebuilding will be longer than previously estimated.

Consequently, based on our qualitative assessment, we determined the fair value of our Beef reporting unit may more likely than not be less than the carrying amount and proceeded to perform a quantitative assessment.

Based on this quantitative assessment, we determined the fair value of our Beef reporting unit had decreased to below its carrying amount.

Accordingly, we recognized a $ 343 million impairment to fully impair its goodwill.

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

Some of the inherent estimates and assumptions used in determining fair value of the reporting units and indefinite life intangible assets are outside the control of management, including interest rates, cost of capital, tax rates, market EBITDA comparables and credit ratings.

9 unchanged sentences

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

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

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

However, the SEC has issued a stay on the final rule due to legal challenges, and the effective date has been delayed indefinitely.

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

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.

The guidance is effective for annual reporting periods beginning after December 15, 2024, our fiscal 2026, and should be applied on a prospective basis with the option to apply retrospectively.

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

2 unchanged sentences

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

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

We will adopt this guidance and include the required disclosure in the notes to our annual consolidated financial statements for our fiscal year ending September 27, 2025.

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

The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2023, our fiscal 2025 and can be applied using either the prospective or retrospective approach.

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

The adoption of this guidance did not have a material impact on our consolidated financial statements.

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

5 unchanged sentences

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

At March 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.

At June 28, 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 $ 106 million and $ 115 million as of June 28, 2025 and September 28, 2024, respectively.

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

March 29, 2025 September 28, 2024

June 28, 2025 September 28, 2024

Processed products $ 2,985 $ 2,897

4 unchanged sentences

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

March 29, 2025 September 28, 2024

June 28, 2025 September 28, 2024

Land $ 205 $ 220

8 unchanged sentences

Other current liabilities are as follows (in millions):

March 29, 2025 September 28, 2024

June 28, 2025 September 28, 2024

Accrued salaries, wages and benefits $ 812 $ 912

6 unchanged sentences

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.

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):

We are reporting on actions approved through the end of the third 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.

The Company approved additional actions in the third quarter of fiscal 2025 which increased the estimated charges related to actions approved through June 28, 2025 by $ 75 million, offset by a $ 107 million gain related to the sale of storage facilities.

The additional estimated charges include asset write-offs, severance and related costs and contract and lease termination costs.

Additionally, in the third quarter of fiscal 2025, we executed various long-term cold storage service agreements and the sale of multiple Tyson-owned and operated storage facilities which primarily support our Chicken and Prepared Foods segments.

As a part of these agreements, we leased back the storage facilities for various periods ranging from approximately one to three years, and entered 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.

In the third quarter of fiscal 2025, we recognized income of $ 83 million related to the network optimization plan which included a gain of $ 107 million from the sale of storage facilities which was partially offset by charges of $ 24 million, and for the first nine months of fiscal 2025, we recognized net charges of $ 33 million.

The charges 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 and Prepared Foods segments and International/Other.

We anticipate we will recognize total pretax charges of $ 84 million related to actions approved through June 28, 2025, which include $ 51 million of charges that have resulted or will result in cash outflows and $ 89 million of non-cash charges.

We have also received $ 252 million of proceeds in the first nine months of fiscal 2025 associated with the sale of storage facilities.

We expect to incur costs related to the network optimization plan over a multi-year period and to incur additional charges in the future as additional actions are approved.

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

Beef Pork Chicken Prepared Foods International/Other Total

3 unchanged sentences

Asset write-offs — — 9 11 — 20

Other 1 — — — — 1

Contract and lease terminations — — 1 2 — 3

Gain on sale of storage facilities — — ( 38 ) ( 69 ) — ( 107 )

Total Cost of Sales $ — $ — $ ( 27 ) $ ( 56 ) $ — $ ( 83 )

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

Beef Pork Chicken Prepared Foods International/Other Total

Cost of Sales:

Severance and related costs $ 6 $ — $ 8 $ 2 $ 2 $ 18

Accelerated depreciation 38 — 1 — — 39

Asset write-offs 3 — 31 34 9 77

Contract and lease terminations 1 — 1 2 — 4

Gain on sale of storage facilities — — ( 38 ) ( 69 ) — ( 107 )

Total Cost of Sales $ 48 $ — $ 3 $ ( 31 ) $ 11 $ 31

Selling, General and Administrative:

2 unchanged sentences

Total $ 48 $ — $ 5 $ ( 31 ) $ 11 $ 33

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.

As of June 28, 2025, there was $ 33 million of network optimization plan liability, net of $ 13 million of payments during fiscal 2025.

Plant Closures and Disposals

1 unchanged sentence

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.

As a result of the plant closures and disposals, we recorded $ 23 million of additional charges in the first nine months of fiscal 2025 related to contract termination costs, which will result in cash outflows, and $ 41 million and $ 155 million of charges in the third quarter and first nine 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 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

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

The following table reflects our liability related to plant closures as of June 28, 2025 (in millions):

Balance at September 28, 2024 Plant Closure Charges Payments Balance at June 28, 2025

Contract termination $ 98 $ 23 $ ( 43 ) $ 78

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 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.

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

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

In the third quarter of fiscal 2025, we recognized additional net insurance proceeds of $ 14 million.

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

1 unchanged sentence

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

March 29, 2025 September 28, 2024

June 28, 2025 September 28, 2024

Revolving credit facility $ — $ —

14 unchanged sentences

Term loan facility due May 2026 — 750

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

Term loan facility due May 2028 (6.16% at June 28, 2025) 750 750

Finance Leases 147 126

6 unchanged sentences

We have a $ 2.5 billion revolving credit facility that supports short-term funding needs and serves as a backstop to our commercial paper program.

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

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.

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

At June 28, 2025, amounts available for borrowing under this facility totaled $ 2.5 billion and we had no outstanding borrowings and no outstanding letters of credit issued under this facility.

At June 28, 2025, we had $ 85 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.

On April 15, 2025, we terminated our previously 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.

3 unchanged sentences

We have a commercial paper program under which we may issue unsecured short-term promissory notes up to an aggregate maximum principal amount of $ 1.75 billion.

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

As of June 28, 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.

In April 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

21 unchanged sentences

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

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

We were in compliance with all debt covenants at June 28, 2025.

Share Repurchases

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

As of June 28, 2025, 6.9 million shares remained available for repurchase under the Company's share repurchase program.

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

1 unchanged sentence

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

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Shares Dollars Shares Dollars Shares Dollars Shares Dollars

3 unchanged sentences

Total share repurchases 0.4 $ 26 0.2 $ 13 0.7 $ 42 0.8 $ 44

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.

Our effective tax rates were 64.5 % and 22.9 % for the third quarter of fiscal 2025 and 2024, respectively, and 36.0 % and 25.9 % for the first nine months of fiscal 2025 and 2024, respectively.

In all periods presented, the effective tax rates were higher than the federal statutory tax rate due to state taxes.

Additionally, the effective tax rates for the third quarter and first nine months of fiscal 2025 were increased by the impact of a $ 343 million non-deductible goodwill impairment and decreased by foreign valuation allowance releases.

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

Unrecognized tax benefits were $ 159 million and $ 151 million at June 28, 2025 and September 28, 2024, respectively.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted into law.

The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing and the business interest expense limitation.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

We are in the process of evaluating the impact of the OBBBA on our consolidated financial statements and will reflect the changes in our annual period ending September 27, 2025, as required by accounting principles generally accepted in the United States.

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

The assessment totals approximately $ 485 million ( 9.2 billion Mexican pesos), which includes tax, inflation adjustment, interest and penalties as of June 28, 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.

8 unchanged sentences

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

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Net income $ 69 $ 196 $ 449 $ 458

24 unchanged sentences

Class B $ 0.450 $ 0.441 $ 1.359 $ 1.332

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.

Approximately 6 million of our stock-based compensation shares were antidilutive for the three and nine months ended June 28, 2025, respectively.

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

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

12 unchanged sentences

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

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

No significant concentrations of credit risk existed at June 28, 2025.

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

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

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

Corn Bushels 62 29

11 unchanged sentences

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 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.

Based on market prices as of June 28, 2025, we have net pretax losses of $ 6 million for our commodity contracts, which are expected to be reclassified into earnings within the next twelve months.

Additionally, we have $ 9 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 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.

During the three and nine months ended June 28, 2025 and June 29, 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 Six Months Ended

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

Three Months Ended Nine Months Ended

Gain (Loss) Recognized in OCI on Derivatives June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Cash flow hedge - derivatives designated as hedging instruments:

5 unchanged sentences

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

Ineffectiveness related to fair value hedges was not significant for the three and six months ended March 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

Ineffectiveness related to fair value hedges was not significant for the three and nine months ended June 28, 2025, and June 29, 2024.

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

Consolidated Condensed Balance Sheets Classification June 28, 2025 September 28, 2024

Inventory $ 45 $ ( 3 )

5 unchanged sentences

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

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

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

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

June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Cost of Sales $ 12,743 $ 12,475 $ 37,745 $ 37,177

2 unchanged sentences

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

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

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

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

June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

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

29 unchanged sentences

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

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

June 28, 2025 Level 1 Level 2 Level 3 Netting (a) Total

Other Current Assets:

2 unchanged sentences

Undesignated — 84 — ( 19 ) 65

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 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.

Additionally, at June 28, 2025, and September 28, 2024, we had $ 166 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):

Six Months Ended

March 29, 2025 March 30, 2024

Nine Months Ended

June 28, 2025 June 29, 2024

Balance at beginning of year $ 28 $ 30

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Balance at end of period $ 27 $ 29

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

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

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

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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):

March 29, 2025 September 28, 2024

June 28, 2025 September 28, 2024

Cost Basis Fair

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

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

We recognized no direct write-offs or allowances for credit losses in earnings for the nine months ended June 28, 2025, and June 29, 2024.

Deferred Compensation Assets

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

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.

In the third quarter of fiscal 2025, we recorded a goodwill impairment charge of $ 343 million in our Beef segment.

We estimated the fair value of our reporting units utilizing various valuation techniques, with the primary technique being a discounted cash flow method, which incorporated significant unobservable Level 3 inputs.

Additionally, in the third quarter of fiscal 2025, we recorded a fixed asset impairment charge of $ 19 million as a result of our decision to sell a storage facility, and during the nine months ended June 29, 2024, we recorded a fixed asset impairment charge of $ 28 million as a result of our decision to sell our Netherlands facility.

These charges were recorded in Cost of Sales in the Consolidated Condensed Statements of Income and were derived using Level 3 inputs and were 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 nine months ended June 28, 2025 and June 29, 2024.

Other Financial Instruments

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

March 29, 2025 September 28, 2024

June 28, 2025 September 28, 2024

Fair Value Carrying Value Fair Value Carrying Value

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

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

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

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Total other comprehensive income (loss) $ 66 $ ( 2 ) $ 64 $ ( 47 ) $ 3 $ ( 44 ) $ ( 12 ) $ — $ ( 12 ) $ ( 37 ) $ 2 $ ( 35 )

(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.

(a) Before and after tax translation adjustment for the three and nine months ended June 28, 2025 included $ 6 million and $( 1 ) million of Comprehensive Income (Loss) Attributable to Noncontrolling Interests, respectively.

Before and after tax translation adjustment for the three months ended June 29, 2024 included $( 1 ) million of Comprehensive Income (Loss) Attributable to Noncontrolling Interests, there was no before and after tax translation adjustment for the nine months ended June 29, 2024.

SEGMENT REPORTING

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

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Beef $ 5,603 $ 5,241 $ 16,134 $ 15,218

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Total Sales $ 13,884 $ 13,353 $ 40,581 $ 39,744

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Operating Income (Loss):

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Income before Income Taxes $ 193 $ 253 $ 701 $ 617

(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.

(a) Beef segment results for the three and nine months ended June 28, 2025 included $ 343 million of goodwill impairment.

Additionally, Beef segment results for the nine months ended June 28, 2025 included a $ 93 million legal contingency accrual, recognized as a reduction to Sales and $ 48 million in network optimization plan charges, recognized in Cost of Sales.

Beef segment results for the nine months ended June 29, 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 nine months ended June 28, 2025 included a $ 250 million legal contingency accrual, recognized as a reduction to Sales.

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

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

(c) Chicken segment results for the three and nine months ended June 28, 2025 included $ 5 million and $ 17 million, respectively, of brand discontinuation charges, recognized in Selling, General and Administrative, and network optimization plan income, net of charges, of $ 27 million, and network optimization plan charges, net of income, of $ 5 million, respectively, primarily recognized in Cost of Sales.

Chicken segment results for the nine months ended June 28, 2025 included costs related to plant closures and disposals of $ 23 million, recognized in Cost of Sales.

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

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

(d) Prepared Foods segment results for the three and nine months ended June 28, 2025 included $ 56 million and $ 31 million, respectively, in network optimization plan income, net of charges, recognized in Cost of Sales.

Prepared Foods segment results for the nine months ended June 29, 2024 included restructuring and related charges of $ 24 million, primarily recognized in Selling, General and Administrative.

(e) International/Other results for the three and nine months ended June 28, 2025 included $ 14 million of insurance proceeds, net of costs, related to a fire at our production facility in the Netherlands and subsequent decision to sell and $ 6 million in proceeds related to a China plant relocation remuneration, recognized in Cost of Sales.

International/Other results for the nine months ended June 28, 2025 included $ 11 million in network optimization plan charges, recognized in Cost of Sales.

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

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

Three months ended March 29, 2025

Three months ended June 28, 2025

Foodservice (b)

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Total $ 6,394 $ 4,272 $ 1,707 $ 1,511 $ 13,884 $ — $ 13,884

Three months ended March 30, 2024

Three months ended June 29, 2024

Foodservice (b)

9 unchanged sentences

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

Six months ended March 29, 2025

Nine months ended June 28, 2025

Foodservice (b)

9 unchanged sentences

Total $ 19,037 $ 12,195 $ 5,398 $ 3,951 $ 40,581 $ — $ 40,581

Six months ended March 30, 2024

Nine months ended June 29, 2024

Foodservice (b)

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

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 .

Additionally, during the nine months ended June 28, 2025, Beef and Pork segments included a $ 93 million and $ 250 million reduction in Other, respectively, due to the recognition of legal contingency accruals.

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

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 March 29, 2025, 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 June 28, 2025, was not significant.

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

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

At June 28, 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 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.

The potential maximum commitment as of June 28, 2025 was approximately $ 240 million.

At June 28, 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 March 29, 2025 and September 28, 2024.

We had no deposits at June 28, 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 March 29, 2025, the total amount under these types of arrangements totaled $ 852 million.

At June 28, 2025, the total amount under these types of arrangements totaled $ 852 million.

Contingencies

23 unchanged sentences

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 March 7, 2025, the Court lifted the stay of discovery that had applied to the Track Two claims, with fact discovery currently ongoing.

The Court 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.

25 unchanged sentences

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 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.

During the three and nine months ended June 28, 2025 and June 29, 2024 the Company did not record any contingency accruals for claims related to these matters.

Additionally, during the first nine months of fiscal 2025 and 2024, the Company reduced its total recorded legal contingency accrual by $ 22 million and $ 92 million, respectively, for amounts it had paid related to these matters.

At June 28, 2025 and September 28, 2024, the legal contingency accrual for claims related to the Broiler Antitrust Civil Litigation matters described above was $ 64 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.

7 unchanged sentences

The Court granted preliminary approval of the settlement on August 23, 2021 and final approval on February 18, 2022, and the Company paid the settlement during fiscal 2022.

On July 1, 2025, a similar class of growers filed a putative class action complaint in the same federal district court against certain poultry processing companies not named as defendants in the Broiler Chicken Grower Litigation and arising from a similar set of allegations.

The Company is not a defendant in this case and does not expect to be named as a defendant.

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.

11 unchanged sentences

The court approved the settlement on January 7, 2025.

On May 9, 2025, the Company reached an agreement in principle with the State of New Mexico to resolve all claims made against the Company for an immaterial amount.

This agreement remains subject to Court approval.

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.

3 unchanged sentences

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 .

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.

On April 28, 2025, the Court granted preliminary approval of this settlement.

During the second quarter of fiscal 2025, the Company increased the contingency accrual for claims related to this matter by $ 250 million, and during the first nine months of fiscal 2025, the Company made $ 50 million of payments.

At June 28, 2025 and September 28, 2024, the legal contingency accrual for claims related to the Pork Antitrust Civil Litigation matter described above was $ 245 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.

2 unchanged sentences

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.

(“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.

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

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.

4 unchanged sentences

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.

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

11 unchanged sentences

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.

9 unchanged sentences

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.

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

During the first nine months of fiscal 2025 settlement payments of the accrued amount were paid as a result of the preliminary court approval .

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

23 unchanged sentences

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

The Company does not believe that a range of possible loss, if any, in excess of the

recorded accrual is reasonably estimable at this time.

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.

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

Notes to the Consolidated Financial Statements, Note 8:

Notes to the Consolidated Condensed 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.

1 unchanged sentence

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