4 unchanged sentences
fiscal year ended
−Removed: September 28, 2024 September 30, 2023 October 1, 2022
+Added: September 27, 2025 September 28, 2024 September 30, 2023
Sales $ 54,441 $ 53,309 $ 52,881
22 unchanged sentences
fiscal year ended
−Removed: September 28, 2024 September 30, 2023 October 1, 2022
+Added: September 27, 2025 September 28, 2024 September 30, 2023
Net Income (Loss) $ 507 $ 822 $ ( 649 )
41 unchanged sentences
Accumulated other comprehensive gain (loss) ( 191 ) ( 184 )
−Removed: Treasury stock, at cost – 92 million shares at September 28, 2024 and September 30, 2023 ( 4,941 ) ( 4,972 )
+Added: Treasury stock, at cost – 95 million shares at September 27, 2025 and 92 million at September 28, 2024 ( 5,102 ) ( 4,941 )
Total Tyson Shareholders’ Equity 18,085 18,390
6 unchanged sentences
fiscal year ended
−Removed: September 28, 2024 September 30, 2023 October 1, 2022
+Added: September 27, 2025 September 28, 2024 September 30, 2023
Shares Amount Shares Amount Shares Amount
34 unchanged sentences
fiscal year ended
−Removed: September 28, 2024 September 30, 2023 October 1, 2022
+Added: September 27, 2025 September 28, 2024 September 30, 2023
Cash Flows From Operating Activities:
4 unchanged sentences
Deferred income taxes ( 76 ) ( 45 ) ( 183 )
+Added: Gain on sale of storage facilities ( 107 ) — —
Impairment of goodwill 343 — 781
6 unchanged sentences
Increase (decrease) in income taxes payable/receivable 7 89 108
−Removed: Increase (decrease) in interest payable — — ( 13 )
Net changes in other operating assets and liabilities 273 128 ( 279 )
4 unchanged sentences
Proceeds from sale of marketable securities 62 35 32
+Added: Proceeds from sale of storage facilities 252 — —
Proceeds from sale of business — 174 —
30 unchanged sentences
We Feed the World Like Family™ and has a broad portfolio of iconic products and brands including Tyson®, Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, State Fair®, Aidells® and ibp®.
−Removed: Tyson Foods is dedicated to bringing high-quality food to every table in the world, safely, sustainably, and affordably, now and for future generations.
+Added: Tyson Foods is dedicated to bringing high-quality food to every table in the world, safely, and affordably, now and for future generations.
Consolidation
9 unchanged sentences
These negative book cash balances are included in accounts payable and other current liabilities.
−Removed: Checks outstanding in excess of related book cash balances totaled approximately $ 100 million and $ 125 million at September 28, 2024, and September 30, 2023, respectively.
+Added: Checks outstanding in excess of related book cash balances totaled approximately $ 100 million at September 27, 2025 and September 28, 2024.
Accounts Receivable
6 unchanged sentences
Cost includes purchased raw materials, live purchase costs, livestock growout costs (primarily feed, livestock grower pay and catch and haul costs), labor and manufacturing and production overhead, which are related to the purchase and production of inventories.
−Removed: At September 28, 2024, the cost of inventories was determined by either the first-in, first-out (“FIFO”) method or the weighted-average method, which is consistent with the methods used at September 30, 2023.
+Added: At September 27, 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 $ 138 million and $ 115 million as of September 27, 2025 and September 28, 2024, respectively.
18 unchanged sentences
Amortization expense is generally recognized in selling, general, and administrative expense.
−Removed: We review the carrying value of definite life intangibles at each balance sheet date if indication of impairment exists.
+Added: We review the carrying value of definite life intangibles at each balance sheet date if indications of impairment exists.
Recoverability is assessed using undiscounted cash flows based on historical results and current projections of earnings before interest, taxes, depreciation and amortization.
5 unchanged sentences
However, we could be required to evaluate the recoverability of goodwill and indefinite life intangible assets outside of the required annual assessment if, among other things, we experience disruptions to the business, unexpected significant declines in operating results, divestiture of a significant component of the business, sustained decline in market capitalization or significant changes in macro-economic factors such as increased interest and discount rates.
−Removed: Our goodwill is allocated by reporting unit and is evaluated for impairment by first performing a qualitative assessment to determine whether a quantitative goodwill test is necessary.
−Removed: If it is determined, based on qualitative factors, the fair value of the reporting unit may more likely than not be less than carrying amount, or if significant changes to macro-economic factors related to the reporting unit have occurred that could materially impact fair value, a quantitative goodwill impairment test would be required.
−Removed: Additionally, we can elect to forgo the qualitative assessment and perform the quantitative test.
−Removed: The quantitative test is to identify if a potential impairment exists by comparing the fair value of a reporting unit with its carrying amount, including goodwill.
−Removed: If the carrying amount of the reporting unit exceeds the fair value, an impairment loss is recognized in an amount equal to that excess, not to exceed the carrying amount of goodwill.
+Added: Our goodwill and indefinite life intangible assets are evaluated for impairment by first performing a qualitative assessment to determine whether a quantitative test is necessary.
+Added: If it is determined, based on qualitative factors, the fair value of the reporting unit or indefinite life intangible asset may more likely than not be less than the carrying value, or if significant changes to macro-economic factors have occurred that could materially impact fair value, a quantitative impairment test would be required.
+Added: The quantitative test is to identify if a potential impairment exists by comparing the fair value of a reporting unit or indefinite life intangible asset with its carrying value.
+Added: If the carrying value 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 value of goodwill or the indefinite life intangible asset.
We estimate the fair value of our reporting units considering the use of various valuation techniques, with the primary technique being an income approach (discounted cash flow method), with another technique being a market approach (guideline public company method), which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy.
−Removed: We include assumptions about sales growth, operating margins, discount rates and valuations multiples which consider our budgets, business plans, economic projections and marketplace data, and are believed to reflect market participant views which would exist in an exit transaction.
+Added: We include assumptions about sales growth, operating margins, discount rates and valuation multiples which consider our budgets, business plans, economic projections and marketplace data, and are believed to reflect market participant views which would exist in an exit transaction.
Assumptions are also made for varying perpetual growth rates for periods beyond the long-term business plan period.
Generally, we utilize operating margin assumptions based on future expectations, operating margins historically realized in the reporting units' industries and industry marketplace valuation multiples.
−Removed: Some of the inherent estimates and assumptions used in determining fair value of the reporting units are outside the control of management, including interest rates, cost of capital, tax rates, market EBITDA comparables and credit ratings.
+Added: The fair value of our indefinite life intangible assets when performing a quantitative assessment is calculated principally using multi-period excess earnings and relief-from-royalty valuation approaches, which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy, and is believed to reflect market participant views which would exist in an exit transaction.
+Added: Under these valuation approaches, we are required to make estimates and assumptions about sales growth, operating margins, royalty rates and discount rates based on budgets, business plans, economic projections, anticipated future cash flows and marketplace data.
+Added: 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.
While we believe we have made reasonable estimates and assumptions to calculate the fair value of the reporting units, it is possible a material change could occur.
−Removed: If our actual results are not consistent with our estimates and assumptions used to calculate fair value, it could result in additional material impairments of our goodwill.
−Removed: During fiscal 2024 and 2022, we determined none of our reporting units’ fair values were below its carrying value.
+Added: If our actual results are not consistent with our estimates and assumptions used to calculate fair value, it could result in material impairments of our goodwill or indefinite life intangible assets.
During fiscal 2023, we experienced lower than anticipated operating results and changing market fundamentals, as well as a drop in our market capitalization to below book value and an increase in long-term treasury rates which caused a net 50 basis point increase in the discount rates used in estimating the fair value of the reporting units.
Based on quantitative assessments in fiscal 2023, we recognized $ 781 million of goodwill impairment charges, including $ 333 million to partially impair the goodwill of the Beef reporting unit, $ 238 million to fully impair the goodwill of two of our International/Other reporting units and $ 210 million to partially impair the goodwill of a Chicken segment reporting unit.
−Removed: We consider reporting units that have 20 % or less excess fair value over carrying amount to have a heightened risk of impairment.
−Removed: Our Chicken segment reporting units and our Beef reporting unit with goodwill totaling $ 3.0 billion and $ 0.3 billion, respectively, at September 28, 2024, were considered at heightened risk of impairment as of the date of the most recent estimated fair value determination.
−Removed: For our indefinite life intangible assets, a qualitative assessment can also be performed to determine whether the existence of events and circumstances indicates it is more likely than not an intangible asset is impaired.
−Removed: Similar to goodwill, we can also elect to forgo the qualitative test for indefinite life intangible assets and perform the quantitative test.
−Removed: Upon performing the quantitative test, if the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.
−Removed: The fair value of our indefinite life intangible assets when performing a quantitative assessment is calculated principally using multi-period excess earnings and relief-from-royalty valuation approaches, which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy, and is believed to reflect market participant views which would exist in an exit transaction.
−Removed: Under these valuation approaches, we are required to make estimates and assumptions about sales growth, operating margins, royalty rates and discount rates based on budgets, business plans, economic projections, anticipated future cash flows and marketplace data.
+Added: During fiscal 2024, we determined none of our reporting units’ fair values were below their carrying values.
+Added: Additionally, during the third quarter of fiscal 2025, our Beef reporting unit experienced lower than anticipated supply of market-ready cattle and an increased carrying value primarily associated with higher cattle costs.
+Added: Also, our forecasts indicated the timing of the recovery of market-ready cattle associated with the anticipated cattle herd rebuilding would be longer than previously estimated.
+Added: Consequently, we determined the fair value of our Beef reporting unit was more likely than not less than the carrying value and performed a quantitative assessment.
+Added: Based on this quantitative assessment, we recognized a $ 343 million goodwill impairment charge to fully impair the remaining goodwill of the Beef reporting unit.
During fiscal 2025, 2024 and 2023, we determined the fair value of each of our indefinite life intangible assets exceeded its carrying value.
−Removed: We consider indefinite life intangible assets that have 20% or less excess fair value over carrying amount to have a heightened risk of impairment.
−Removed: All of our indefinite life intangible assets’ estimated fair value exceeded their carrying values by more than 20 % at the date of their most recent estimated fair value determination, other than a Prepared Foods brand with a carrying value of $ 0.5 billion at September 28, 2024.
−Removed: Our reporting units with heightened risk of future impairments with $ 3.3 billion carrying value at September 28, 2024, as well as the brand with $ 0.5 billion carrying value, as described above, all have less than 20% of excess fair value above carrying value as of the date of the most recent estimated fair value determination with our Beef reporting unit having less than 10% excess fair value above carrying value.
−Removed: Consequently, their estimated fair values, especially our Beef reporting unit, remain highly sensitive to future discount rate increases, changing macro-economic conditions and achievement of projected long-term operating margins.
−Removed: Discount rates decreased by approximately 50 basis points from the date of our annual impairment assessment to September 28, 2024.
−Removed: Although the remaining reporting units and indefinite life intangible assets generally had more than 20% excess fair value over carrying amount as of the date of the most recent estimated fair value determination, they are also susceptible to impairments if any assumptions, estimates, or market factors significantly change in the future.
+Added: We consider reporting units and indefinite life intangible assets that have 20 % or less excess fair value over carrying value to have a heightened risk of impairment.
+Added: One of our International/Other reporting units, which had goodwill of $ 0.2 billion at September 27, 2025, was considered at heightened risk of impairment as of the date of the most recent estimated fair value determination.
+Added: All of our other remaining reporting units and all our indefinite life intangible assets’ estimated fair values exceeded their carrying values by more than 20 % as of their most recent assessments.
+Added: Although the remaining reporting units and indefinite life intangible assets had more than 20 % excess fair value over carrying value as of the date of the most recent estimated fair value determination, they remain susceptible to impairments if any assumptions, estimates, or market factors significantly change in the future.
We determine if an agreement is or contains a lease at its inception by evaluating if an identified asset exists that we control for a period of time.
36 unchanged sentences
We have determined all of our marketable debt securities are available-for-sale investments.
−Removed: These investments are reported at fair value based on quoted market prices as of the balance sheet date, with unrealized gains and losses, net of tax, recorded in other comprehensive income.
+Added: These investments are reported at fair value based on quoted market prices as of the balance sheet date, with unrealized gains and losses, net of tax, recorded as a component of other comprehensive income.
The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity.
1 unchanged sentence
The cost of securities sold is based on the specific identification method.
−Removed: Realized gains and losses on the sale of debt securities and declines in value due to credit-related factors are recorded on a net basis in other income.
−Removed: Interest and dividends on securities classified as available-for-sale are recorded in interest income.
+Added: Realized gains and losses on the sale of debt securities and declines in value due to credit-related factors are recorded on a net basis in Other, net in the Consolidated Statements of Income.
+Added: Interest and dividends on securities classified as available-for-sale are recorded in Interest income in the Consolidated Statements of Income.
Accrued Self-Insurance
24 unchanged sentences
Instruments we hold as part of our risk management activities that do not meet the criteria for hedge accounting are marked to fair value with unrealized gains or losses reported currently in earnings.
−Removed: Changes in market value of derivatives used in our risk management activities relating to inputs of forward sales contracts are recorded in Cost of Sales.
−Removed: Changes in market value of derivatives used in our risk management activities surrounding inventories on hand or anticipated purchases of inventories are recorded in Cost of Sales.
+Added: Changes in market value of derivatives used in our risk management activities relating to inputs of forward sales contracts, inventories on hand and anticipated purchases of inventories are recorded in Cost of Sales.
Changes in market value of derivatives used in our risk management activities related to interest rates are recorded in Interest expense.
16 unchanged sentences
The activity related to these programs is reflected within the operating activities section of the Consolidated Statements of Cash Flows.
−Removed: Supplier financing program disclosures are omitted as they are deemed immaterial.
+Added: Changes in the amounts outstanding on our supplier financing programs were (in millions):
+Added: September 27, 2025
+Added: Confirmed obligations outstanding at the beginning of year $ 45
+Added: Invoices confirmed 288
+Added: Confirmed invoices paid ( 281 )
+Added: Confirmed obligations outstanding at the end of year $ 52
Revenue Recognition
29 unchanged sentences
Government Assistance Programs
−Removed: We periodically receive government assistance typically in the form of cash grants or refundable tax credits (collectively “Grant” or “Grants”).
+Added: We periodically receive government assistance typically in the form of cash grants or refundable tax credits (collectively “Grants”).
The Grants generally specify conditions that must be met in order for the Grants to be earned, such as employment, employee retention targets, and construction or acquisition of property and equipment and are often time-bound.
8 unchanged sentences
Recently Issued Accounting Pronouncements
+Added: In September 2025, the Financial Accounting Standards Board (the "FASB") issued authoritative guidance to modernize the accounting for internal-use software costs including the elimination of the stage-based capitalization model and updated disclosure requirements.
+Added: The guidance is effective for annual reporting periods beginning after December 15, 2027, our fiscal 2029, and interim reporting periods within those annual reporting periods.
+Added: Amendments can be applied using a prospective transition approach, a modified transition approach, or a retrospective transition approach.
+Added: We are currently evaluating the impact this guidance will have on disclosures in our consolidated financial statements.
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.
2 unchanged sentences
We are currently evaluating the impact this guidance will have on disclosures in our consolidated financial statements.
−Removed: 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.
−Removed: The rule is effective for annual reporting periods beginning in 2025, our fiscal 2026, and will be applied prospectively.
−Removed: However, the SEC has issued a stay on the final rule due to legal challenges, and the effective date has been delayed indefinitely.
−Removed: We are currently evaluating the impact this guidance will have on disclosures in our consolidated financial statements.
−Removed: 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.
−Removed: The guidance is effective for annual reporting periods beginning after December 15, 2024, our fiscal 2026, and will be applied prospectively.
+Added: 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.
+Added: 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.
+Added: CHANGES IN ACCOUNTING PRINCIPLES
In November 2023, the FASB issued authoritative guidance to improve the disclosures about a public entity's reportable segments and address requests from investors for additional, more detailed information about a reportable segment's expenses.
1 unchanged sentence
Amendments will be applied retrospectively to all prior periods presented in the financial statements.
−Removed: We are currently evaluating the impact this guidance will have on disclosures in our consolidated financial statements.
+Added: We adopted this guidance and included 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.
−Removed: This disclosure requirement did not have a material impact on our consolidated financial statements.
−Removed: 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.
−Removed: The guidance, except for a requirement for rollforward information, is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2022, our fiscal 2024.
−Removed: Disclosure of rollforward information is effective for fiscal years beginning after December 15, 2023, our fiscal 2025.
−Removed: Early adoption is permitted and the retrospective transition method should be applied for all amendments except rollforward information, which should be applied prospectively.
−Removed: We elected to early adopt the initial disclosure requirement for the fiscal year ended September 30, 2023, and it did not have a material impact on our consolidated financial statements.
−Removed: CHANGES IN ACCOUNTING PRINCIPLES
+Added: 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.
3 unchanged sentences
We elected to early adopt the initial disclosure requirement for the fiscal year ended September 30, 2023, and it did not have a material impact on our consolidated financial statements.
+Added: We adopted the rollforward requirement in the notes to our annual consolidated financial statements for the fiscal year ended September 27, 2025.
In November 2021, the FASB issued authoritative guidance intended to provide consistent and transparent disclosures around government assistance by requiring disclosures of the type of government assistance, our method of accounting for the government assistance and the effect on our financial statements.
14 unchanged sentences
Acquisition of equity method investments in fiscal 2023, which totaled $ 115 million, primarily included ADC and the purchase of a minority interest in a global insect-based ingredients company as well as deferred payments related to a prior year investment.
−Removed: In the fourth quarter of fiscal 2022, we acquired a 35 % minority interest in a South American-based fully integrated poultry company for approximately $ 100 million.
−Removed: We are accounting for the investment under the equity method.
In the fourth quarter of fiscal 2024, we completed the sale of our Vienna, Georgia facility, which was included in our Chicken segment, for $ 174 million.
15 unchanged sentences
Beef Pork Chicken Prepared Foods International/Other Consolidated
−Removed: Balance at October 1, 2022 (a)
+Added: Balance at September 30, 2023 (a)
$ 343 $ 423 $ 3,064 $ 5,904 $ 144 $ 9,878
Fiscal 2024 Activity:
−Removed: Acquisitions $ — $ — $ — $ 118 $ 19 $ 137
Measurement period adjustments — — — ( 13 ) — ( 13 )
−Removed: Impairment losses ( 333 ) — ( 210 ) — ( 238 ) ( 781 )
+Added: Sale of business — — ( 63 ) — — ( 63 )
Currency translation — — — — 17 17
2 unchanged sentences
Fiscal 2025 Activity:
−Removed: Measurement period adjustments $ — $ — $ — $ ( 13 ) $ — $ ( 13 )
Sale of business — — — — ( 4 ) ( 4 )
+Added: Impairment losses ( 343 ) — — — — ( 343 )
Currency translation — — — — ( 3 ) ( 3 )
1 unchanged sentence
$ — $ 423 $ 3,001 $ 5,891 $ 154 $ 9,469
−Removed: (a) Included in goodwill for fiscal 2024 and 2023 are accumulated impairment losses of $ 893 million in Beef, $ 210 million in Chicken and $ 295 million in International/Other.
−Removed: Included in goodwill as of October 1, 2022 are accumulated impairment losses of $ 560 million in Beef and $ 57 million in International/Other.
+Added: (a) Included in goodwill for fiscal 2025 are accumulated impairment losses of $ 1,236 million in Beef, $ 210 million in Chicken and $ 295 million in International/Other.
+Added: Included in goodwill as of September 28, 2024 and September 30, 2023 are accumulated impairment losses of $ 893 million in Beef, $ 210 million in Chicken and $ 295 million in International/Other.
The following table reflects intangible assets by type as of September 27, 2025 and September 28, 2024 (in millions):
64 unchanged sentences
RESTRUCTURING AND RELATED CHARGES
−Removed: The Company approved a restructuring program in fiscal 2022 (the “2022 Program”), to improve business performance, increase collaboration, enhance team member agility, enable faster decision-making and reduce redundancies.
−Removed: In conjunction with the 2022 Program, the Company relocated all its corporate team members from its former Chicago, Downers Grove and Dakota Dunes area corporate locations to its world headquarters in Springdale, Arkansas.
−Removed: The 2022 Program and associated expenses were substantially completed in our fiscal 2024.
−Removed: The following table reflects the total pretax expenses associated with the 2022 Program (in millions):
−Removed: Beef Pork Chicken Prepared Foods International/Other Total
−Removed: Severance costs $ 25 $ 7 $ 22 $ 53 $ 18 $ 125
−Removed: Relocation and related costs 21 7 2 20 — 50
−Removed: Accelerated depreciation 5 2 — 12 — 19
−Removed: Contract and lease terminations — — — 21 — 21
−Removed: Professional and other fees 2 1 — 3 — 6
−Removed: Total 2022 Program $ 53 $ 17 $ 24 $ 109 $ 18 $ 221
−Removed: The following table reflects the pretax impact of the 2022 Program’s restructuring and related charges during fiscal 2024, 2023 and 2022, respectively, by reportable segment (in millions):
+Added: Network Optimization Plan
+Added: During fiscal 2025, the Company initiated a network optimization plan to optimize our global operations and logistics network.
+Added: We are reporting on actions approved through the end of fiscal 2025 as we are currently unable to make an estimate of the cost of the entire network optimization plan.
+Added: We anticipate recognizing total pretax charges of $ 86 million related to the actions approved through September 27, 2025, which include $ 99 million of charges that have resulted or will result in cash outflows and $ 94 million of non-cash charges, partially offset by $ 107 million gain recognized from the sale of storage facilities.
+Added: Additionally, we have received $ 252 million in proceeds associated with the sale of storage facilities during fiscal 2025.
+Added: We expect to incur costs related to the network optimization plan over a multi-year period and anticipate additional charges in the future as further actions are approved.
+Added: In fiscal 2025, we recognized net charges of $ 45 million related to the network optimization plan, which included a gain of $ 107 million from the sale of storage facilities.
+Added: 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, as well as severance and related costs and contract and lease termination costs.
+Added: Additionally, in fiscal 2025, we executed various long-term cold storage service agreements and sold multiple Tyson-owned and operated storage facilities which primarily support our Chicken and Prepared Foods segments.
+Added: As part of the sale 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.
+Added: We expect this will reduce network complexity, streamline inventory flow, simplify processes and reduce operating expenses.
+Added: The following table reflects pretax (income) expense related to the network optimization plan during fiscal 2025 (in millions):
Beef Pork Chicken Prepared Foods International/Other Total
−Removed: Severance costs $ 1 $ — $ 2 $ 1 $ — $ 4
−Removed: Relocation and related costs 3 1 — 4 — 8
+Added: Cost of Sales:
+Added: Severance and related costs $ 6 $ — $ 8 $ 2 $ 2 $ 18
Accelerated depreciation 38 — 1 — — 39
+Added: Asset write-offs 3 — 33 34 12 82
Contract and lease terminations 1 — 3 7 — 11
−Removed: Professional and other fees — — — — — —
+Added: Gain on sale of storage facilities — — ( 38 ) ( 69 ) — ( 107 )
+Added: Total Cost of Sales $ 48 $ — $ 7 $ ( 26 ) $ 14 $ 43
+Added: Selling, General and Administrative:
+Added: Severance and related costs — — 2 — — 2
+Added: Total Selling, General and Administrative $ — $ — $ 2 $ — $ — $ 2
Total $ 48 $ — $ 9 $ ( 26 ) $ 14 $ 45
+Added: As of September 27, 2025, there was $ 34 million of network optimization plan liability, net of $ 19 million of payments during fiscal 2025 in addition to a receivable of $ 43 million for the deferred purchase price from the sale of storage facilities, which is expected to be received in fiscal 2026.
+Added: The Company approved a restructuring program in fiscal 2022 (the "2022 Program"), to improve business performance, increase collaboration, enhance team member agility, enable faster decision-making and reduce redundancies.
+Added: In conjunction with the 2022 Program, the Company relocated all its corporate team members from its former Chicago, Downers Grove and Dakota Dunes area corporate locations to its world headquarters in Springdale, Arkansas.
+Added: The 2022 Program and associated expenses were completed in our fiscal 2024, and accordingly, disclosures for certain years have been omitted as they have been deemed to be immaterial.
+Added: The following table reflects the pretax impact of the 2022 Program's restructuring and related charges during fiscal 2024 and 2023, respectively, by reportable segment (in millions):
Beef Pork Chicken Prepared Foods International/Other Total
12 unchanged sentences
2023 Total $ 33 $ 11 $ 16 $ 49 $ 15 $ 124
−Removed: Included in the above results are cash charges of $ 21 million, $ 108 million and $ 66 million in fiscal 2024, 2023 and 2022, respectively.
−Removed: Included in the above results are non-cash charges of $ 10 million and $ 16 million in fiscal 2024 and 2023, respectively, with no non-cash charges in fiscal 2022.
+Added: Included in the above results are cash charges of $ 21 million and $ 108 million in fiscal 2024 and 2023, respectively.
+Added: Included in the above results are non-cash charges of $ 10 million and $ 16 million in fiscal 2024 and 2023, respectively.
The following table reflects the pretax impact of the 2022 Program's restructuring and related charges as reflected in our Consolidated Statements of Income (in millions):
−Removed: 2024 2023 2022 Total
Cost of Sales $ — $ 29
1 unchanged sentence
Total $ 31 $ 124
−Removed: The following table reflects our liability related to the 2022 Program, which was recognized in other current liabilities in our Consolidated Balance sheet as of September 28, 2024 (in millions):
−Removed: Balance at September 30, 2023 Restructuring Expense Payments Changes in Estimates Balance at September 28, 2024
−Removed: Severance costs $ 58 $ 6 $ ( 56 ) $ ( 2 ) $ 6
−Removed: Relocation and related costs 5 8 ( 12 ) — 1
−Removed: Contract and lease termination — 9 ( 9 ) — —
−Removed: Professional and other fees 2 — ( 2 ) — —
−Removed: Total $ 65 $ 23 $ ( 79 ) $ ( 2 ) $ 7
Plant Closures and Disposals
−Removed: During fiscal 2023, as part of a strategic review of assets, the Company approved the closure of six Chicken segment processing facilities located in Glen Allen, Virginia;
−Removed: Van Buren, Arkansas;
−Removed: Corydon, Indiana;
−Removed: Dexter, Missouri;
−Removed: Noel, Missouri;
−Removed: and North Little Rock, Arkansas, to optimize asset utilization.
−Removed: During fiscal 2024, to optimize asset utilization, the Company approved the closure of two case ready value-added plants in our Beef segment located in Columbia, South Carolina and Jacksonville, Florida, and a Pork segment processing facility in Perry, Iowa.
−Removed: We have ceased operations and shifted production to other facilities at all closed facilities.
−Removed: Additionally, during fiscal 2024, the Company sold a Chicken segment processing facility located in Vienna, Georgia.
−Removed: During fiscal 2024, as a result of the plant closures and disposals, we recorded $ 198 million of charges in fiscal 2024 and $ 322 million of charges in fiscal 2023, primarily related to grower contract terminations, accelerated depreciation, severance, retention and related costs, and recorded a gain of $ 16 million related to the sale of the Vienna, Georgia facility.
+Added: During fiscal 2023, to optimize asset utilization, the Company approved the closure of six Chicken segment processing facilities and during fiscal 2024, approved the closure of two case ready value-added plants in our Beef segment and a processing facility in our Pork segment.
+Added: We ceased operations and shifted production to other facilities throughout fiscal 2023 and fiscal 2024.
+Added: During fiscal 2024 and 2023, as a result of the plant closures and disposals, we recorded charges of $ 198 million and $ 322 million, respectively, primarily related to grower contract terminations, accelerated depreciation, severance, retention and related costs, and recorded a gain of $ 16 million during fiscal 2024 related to the sale of a Chicken segment facility.
+Added: During fiscal 2025, we recorded $ 23 million of additional charges related to contract termination costs, partially offset by $ 6 million of proceeds received related to a China plant relocation, which will collectively result in cash flows.
Additionally, during fiscal 2023, we recorded an impairment charge of $ 17 million related to the discontinuation of a product line in the Prepared Foods segment.
−Removed: The charges are reflected in the Consolidated Statements of Income in Cost of Sales.
+Added: These charges, net of gains, are reflected in the Consolidated Statements of Income in Cost of Sales.
Included in the results for fiscal 2024 are $ 24 million of charges that have resulted or will result in cash outflows and $ 174 million in non-cash charges.
6 unchanged sentences
During fiscal 2024, we experienced a fire at a production facility in the Netherlands which is included in International/Other for segment presentation, and subsequently approved the sale of the facility.
−Removed: For fiscal 2024, charges related to the fire and decision to sell the facility, totaled $ 86 million, primarily related to property, plant and equipment impairments, severance costs, inventory write-offs and clean-up costs, partially offset by insurance proceeds.
+Added: For fiscal 2024, charges totaled $ 86 million primarily related to property, plant and equipment impairments, severance costs, inventory write-offs and clean-up costs, partially offset by insurance proceeds.
The net charges are reflected in the Consolidated Statements of Income in Cost of Sales and, for fiscal 2024, included $ 31 million of charges that have resulted or will result in cash outflows and $ 64 million of non-cash charges, offset by $ 9 million of insurance proceeds.
+Added: In fiscal 2025, we recognized additional net insurance proceeds of $ 18 million.
We continue to strategically evaluate optimization of such items as network capacity, manufacturing efficiencies and business technology.
4 unchanged sentences
Senior notes:
−Removed: 3.95% Notes due August 2024 — 1,250
4.00% Notes due March 2026 (“2026 Notes”)
10 unchanged sentences
Discount on senior notes ( 34 ) ( 36 )
−Removed: Term loan facility due May 2026 (6.40% at September 28, 2024) 750 1,000
+Added: Term loan facility due May 2026 — 750
Term loan facility due May 2028 (5.99% at September 27, 2025) 440 750
Finance leases 168 126
+Added: Other 251 168
Unamortized debt issuance costs ( 40 ) ( 46 )
9 unchanged sentences
Revolving Credit Facility and Letters of Credit
−Removed: We have a $ 2.25 billion revolving credit facility that supports short-term funding needs and serves as a backstop to our commercial paper program.
−Removed: The facility will mature and the commitments thereunder will terminate in September 2026 with options for two one-year extensions.
+Added: In April 2025, we terminated our previously existing revolving credit facility and entered into a new $ 2.5 billion revolving credit facility that supports short-term funding needs and serves as a backstop to our commercial paper program.
+Added: The new revolving credit facility will mature, and the commitments thereunder will terminate, in April 2030 with options for two one-year extensions.
+Added: 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.
+Added: The covenants and other terms of the new facility are generally consistent with those of the terminated facility.
At September 27, 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.
6 unchanged sentences
Our ability to access commercial paper in the future may be limited or its costs increased.
+Added: 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
4 unchanged sentences
Term Loan Facilities
−Removed: 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.
−Removed: 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.
−Removed: Both term loans may be prepaid under certain conditions and contain covenants that are similar to those contained in the revolving credit facility.
+Added: The term loan facilities may be prepaid under certain conditions and contain covenants that are similar to those contained in the revolving credit facility.
+Added: In 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, and during fiscal 2025, we repaid $ 310 million of this term loan using cash on hand.
+Added: Additionally, during fiscal 2025, we fully repaid the $ 750 million term loan due May 2026 using cash on hand.
+Added: Senior Note Repayments
+Added: During fiscal 2025, we repurchased $ 30 million of senior notes on the open market.
Debt Covenants
29 unchanged sentences
Effective November 7, 2025, the Board of Directors increased the quarterly dividend previously declared on August 7, 2025, to $ 0.51 per share on our Class A stock and $ 0.459 per share on our Class B stock.
−Removed: The increased quarterly dividend is payable on December 13, 2024, to shareholders of record at the close of business on November 29, 2024.
+Added: The increased quarterly dividend is payable on December 15, 2025, to shareholders of record at the close of business on December 1, 2025.
We had dividends payable of $ 174 million and $ 171 million at September 27, 2025 and September 28, 2024, respectively.
Share Repurchases
−Removed: As of September 28, 2024, 7.3 million shares remained available for repurchase under the Company’s share repurchase program.
+Added: On August 7, 2025, our Board of Directors approved an increase of 43 million shares authorized under our share repurchase program.
+Added: As of September 27, 2025, 47.2 million shares remained available for repurchase.
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 cumulative share repurchases of our Class A stock for fiscal years 2025, 2024 and 2023 is as follows (in millions):
−Removed: September 28, 2024 September 30, 2023 October 1, 2022
+Added: September 27, 2025 September 28, 2024 September 30, 2023
Shares Dollars Shares Dollars Shares Dollars
16 unchanged sentences
State income taxes 4.7 3.4 ( 0.7 )
−Removed: Foreign-derived intangible income deduction — — ( 1.0 )
+Added: Unrecognized tax benefits, net 1.2 0.7 1.8
Deferred income tax remeasurement — ( 0.9 ) 3.8
2 unchanged sentences
Officer compensation expense 1.9 1.1 ( 0.6 )
+Added: Foreign rate differences and valuation allowances ( 1.8 ) 0.3 ( 1.2 )
Goodwill 9.4 1.2 ( 24.2 )
1 unchanged sentence
34.1 % 24.8 % 4.3 %
+Added: During fiscal 2025, state tax expense, net of federal impact, was $ 36 million.
+Added: Additionally, the effective tax rate was higher than the statutory rate due to the impact of a $ 343 million non-deductible goodwill impairment.
+Added: Changes in foreign valuation allowances include $ 9 million benefit due to legislation enacted in fiscal 2025.
During fiscal 2024, state tax expense, net of federal impact, was $ 28 million, which included $ 14 million benefit from operating loss carryforwards and $ 9 million benefit related to the remeasurement of deferred income taxes, primarily due to legislation decreasing state tax rates enacted in fiscal 2024.
3 unchanged sentences
The tax benefit from income tax credits was $ 23 million.
−Removed: During fiscal 2022, state tax expense, net of federal benefit, was $ 83 million, which included $ 36 million benefit related to the remeasurement of deferred income taxes, primarily due to legislation decreasing state tax rates enacted in fiscal 2022.
−Removed: The tax benefit from foreign-derived intangible income deduction was $ 42 million.
Approximately $ 278 million, $ 864 million and ($ 643 ) million of income (loss) from continuing operations before income taxes for fiscal 2025, 2024 and 2023, respectively, were from our operations based in the United States.
24 unchanged sentences
however, we do not expect any tax due to be material.
−Removed: The following table summarizes the activity related to our gross unrecognized tax benefits as of September 28, 2024, September 30, 2023 and October 1, 2022 (in millions):
+Added: The following table summarizes the activity related to our gross unrecognized tax benefits as of September 27, 2025, September 28, 2024 and September 30, 2023 (in millions):
2025 2024 2023
9 unchanged sentences
At September 27, 2025, and September 28, 2024, before tax benefits, we had $ 73 million and $ 59 million, respectively, of accrued interest and penalties on unrecognized tax benefits.
−Removed: 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.
+Added: 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 collectively held our Mexico operation.
At September 27, 2025, the assessment totaled approximately $ 499 million ( 9.2 billion Mexican pesos), which included tax, inflation adjustment, interest and penalties.
−Removed: 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.
−Removed: 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.
+Added: Based on analysis of our assessment in accordance with guidance related to unrecognized tax benefits, we have not recorded a liability related to our assessment.
+Added: Additionally, the purchaser in the transaction also received an assessment from the Mexican tax authorities related to the sale of the indirect equity interest, 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.
+Added: The transaction agreement contains certain mutual indemnification provisions, and both parties have provided notice of indemnification claims to the other party.
+Added: We believe any final assessment levied against and collected from the purchaser should prohibit potential assessment against us related to the sale of the same indirect equity interest because the Mexican tax authorities cannot collect twice for the same alleged underlying tax liability.
+Added: We do not reasonably expect that the total amount sought in indemnification could exceed our assessment total at this time.
+Added: In fiscal 2025, we recorded a pretax liability of $ 40 million for the estimated probable loss related to the indemnification provisions with the purchaser.
As of September 27, 2025, certain United States federal income tax returns are subject to examination for fiscal years 2021 through 2024.
+Added: We are currently under examination for fiscal years 2021 and 2022 and are responding to requests from the Internal Revenue Service but have not received any proposed adjustments.
We are also subject to income tax examinations by major state and foreign jurisdictions for fiscal years 2014 through 2024 and 2020 through 2024, respectively.
We do not expect material changes to our unrecognized tax benefits during the next twelve months.
−Removed: On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law.
−Removed: The IRA made several changes to the U.S.
−Removed: tax code effective after December 31, 2022, including, but not limited to, a 15% minimum tax on large corporations with average annual financial statement income of more than $1 billion for a three tax-year period and a 1% excise tax on public company stock buybacks, which will be accounted for in treasury stock.
−Removed: These changes did not have any impact on our provision for income taxes or financial statements in fiscal 2024 or fiscal 2023.
+Added: On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted into law.
+Added: 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.
+Added: The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.
+Added: The legislation did not have a material impact on our fiscal 2025 effective tax rate or consolidated financial statements and is not expected to have a material impact in fiscal 2026 but is expected to result in lower cash tax payments in fiscal 2026.
+Added: We continue to review the OBBBA tax provisions to assess impacts to our consolidated financial statements.
EARNINGS (LOSS) PER SHARE
75 unchanged sentences
Consolidated Balance Sheets Classification 2025 2024 2023
−Removed: Inventory $ ( 3 ) $ 16 $ ( 12 )
+Added: Inventories $ 65 $ ( 3 ) $ 16
Undesignated Positions
108 unchanged sentences
Unrealized holding gains (losses), net of tax, are excluded from earnings and reported in OCI until the security is settled or sold.
−Removed: On a quarterly basis, we evaluate whether losses related to our available-for-sale securities are due to credit or noncredit factors.
+Added: On a quarterly basis, we evaluate whether losses related to our available-for-sale securities are due to credit or non-credit factors.
Losses on debt securities where we have the intent, or will more than likely be required, to sell the security prior to recovery, would be recorded as a direct write-off of amortized cost basis through earnings.
14 unchanged sentences
Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges and, with respect to our equity investments without readily determinable fair values, recorded by applying the measurement alternative for which such investments are recorded at cost and adjusted for an observable price change in an orderly transaction for an identical or similar investment of the same issuer.
+Added: During fiscal 2025, we recorded a goodwill impairment charge of $ 343 million in our Beef segment.
+Added: We estimated the fair value utilizing an income approach (discounted cash flow method) valuation technique, which incorporated significant unobservable Level 3 inputs.
+Added: Additionally, in fiscal 2025, we recorded a fixed asset impairment charge of $ 19 million as a result of our decision to sell a storage facility.
+Added: This charge was recorded in Cost of Sales in the Consolidated Statements of Income and was derived using Level 3 inputs, including management's estimate of the proceeds from the disposal of the asset.
+Added: We also recorded impairment charges of $ 28 million in Other, net in the Consolidated Statements of Income, related to our equity investments, including $ 24 million accounted for under the equity method.
+Added: These equity investments are included in Other Assets in the Consolidated Balance Sheets, do not have readily determinable fair values and were measured using a market approach which utilized Level 3 inputs.
During fiscal 2024, we recorded a fixed asset impairment charge of $ 33 million in Cost of Sales in the Consolidated Statements of Income as a result of our decision to sell our Netherlands facility.
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.
−Removed: We did not have any other significant measurements of assets or liabilities at fair value on a nonrecurring basis subsequent to their initial recognition during fiscal 2024.
In fiscal 2023, we recorded goodwill impairment charges of $ 333 million, $ 210 million and $ 238 million in our Beef and Chicken segments and International/Other, respectively.
We estimated the fair value of our reporting units utilizing various valuation techniques, with the primary technique being an income approach (discounted cash flow method) and another technique being a market approach (guideline public company method), which incorporated significant unobservable Level 3 inputs.
−Removed: During fiscal 2022, we recognized gains of $ 37 million in Other, net in the Consolidated Statements of Income, based upon observable price changes.
−Removed: Equity investments without readily determinable fair values are measured using Level 3 inputs and are included in Other Assets in the Consolidated Balance Sheets.
−Removed: We did not have any other significant measurements of assets or liabilities at fair value on a nonrecurring basis subsequent to their initial recognition during the twelve months ended September 28, 2024, September 30, 2023, or October 1, 2022.
+Added: We did not have any other significant measurements of assets or liabilities at fair value on a nonrecurring basis subsequent to their initial recognition during the twelve months ended September 27, 2025, September 28, 2024, or September 30, 2023.
Other Financial Instruments
55 unchanged sentences
Restricted Stock
−Removed: We issue restricted stock at the market value as of the date of grant, with restrictions expiring over periods through fiscal 2027.
−Removed: Unearned compensation is recognized over the vesting period for the particular grant using a straight-line method.
−Removed: Number of Shares Weighted
+Added: We issue restricted stock awards and units at the market value as of the date of grant, with restrictions expiring over periods through fiscal 2028.
+Added: Beginning in fiscal 2025, we changed from granting restricted stock awards to restricted stock units which generally vest at a rate of one-third each year over a three -year period from the date of the grant and have dividend equivalent provisions in which additional restricted stock units are issued upon the payment of dividends to Class A shareholders.
+Added: The fair value of each restricted stock unit is determined using the Class A stock price on the date of the grant and unearned compensation is recognized ratably over the vesting period.
+Added: Shares or Units Weighted
Average Grant-
Date Fair Value
−Removed: Per Share Weighted Average
+Added: Per Share/Unit Weighted Average
Contractual Life
8 unchanged sentences
Nonvested, September 27, 2025 1,696,285 $ 59.26 1.4 $ 92
−Removed: As of September 28, 2024, we had $ 40 million of total unrecognized compensation cost related to restricted stock awards that will be recognized over a weighted average period of 1.8 years.
−Removed: We recognized stock-based compensation expense related to restricted stock, net of income taxes, of $ 39 million, $ 32 million and $ 28 million for fiscal 2024, 2023 and 2022, respectively.
+Added: As of September 27, 2025, we had $ 35 million of total unrecognized compensation cost related to restricted stock awards and units that will be recognized over a weighted average period of 1.9 years.
+Added: We recognized stock-based compensation expense related to restricted stock awards and units, net of income taxes, of $ 39 million, $ 39 million and $ 32 million for fiscal 2025, 2024 and 2023, respectively.
The related tax benefit for fiscal 2025, 2024 and 2023 was $ 8 million, $ 9 million and $ 9 million, respectively.
−Removed: We had 0.6 million, 0.7 million and 0.9 million restricted stock awards vest in fiscal 2024, 2023 and 2022, respectively, with a grant date fair value of $ 41 million, $ 53 million and $ 57 million, respectively.
+Added: We had 0.9 million, 0.6 million and 0.7 million restricted stock awards and units vest in fiscal 2025, 2024 and 2023, respectively, with a grant date fair value of $ 55 million, $ 41 million and $ 53 million, respectively.
Performance-Based Shares
24 unchanged sentences
We recognized stock-based compensation expense related to performance shares, net of income taxes, of $ 28 million, $ 25 million and $ 2 million for fiscal 2025, 2024 and 2023, respectively.
−Removed: The related tax benefit was $ 4 million for fiscal 2024, inconsequential for fiscal 2023, and $ 7 million for fiscal 2022.
+Added: The related tax benefit was $ 3 million for fiscal 2025, $ 4 million for fiscal 2024, and inconsequential for fiscal 2023.
As of September 27, 2025, we had $ 40 million of total unrecognized compensation based upon our progress toward the attainment of criteria related to performance-based share awards that will be recognized over a weighted average period of 1.9 years.
9 unchanged sentences
Other postretirement benefits include postretirement medical costs and life insurance.
−Removed: During fiscal 2024, we amended one of the Company's other postretirement benefit plans to discontinue it as of the end of fiscal 2024, which resulted in the recognition of a gain of $ 16 million, recorded in Other, net in our Consolidated Statements of Income.
+Added: During fiscal 2024, we amended and discontinued one of the Company's other postretirement benefit plans which resulted in the recognition of a gain of $ 16 million, recorded in Other, net in our Consolidated Statements of Income.
Benefit Obligations and Funded Status
56 unchanged sentences
Net periodic benefit cost (credit) $ ( 1 ) $ — $ — $ 7 $ 8 $ 6 $ 4 $ 7 $ 3
−Removed: Each of the components other than the service cost component were recorded in the Consolidated Statements of Income in Other, net.
+Added: All of the components other than the service cost component were recorded in the Consolidated Statements of Income in Other, net.
As of September 27, 2025, we expect no amounts to be reclassified into earnings within the next 12 months related to net periodic benefit cost (credit) for the qualified pension plans.
14 unchanged sentences
Two of these plans, with benefit obligations totaling $ 7 million at September 27, 2025, were not impacted by healthcare cost trend rates as one consists of fixed annual payments and one is life insurance related.
−Removed: One of the healthcare plans, with benefit obligations less than $ 1 million at September 28, 2024, was not impacted by healthcare cost trend rates due to previous plan amendments.
−Removed: The remaining two plans, with benefit obligations less than $ 1 million and $ 3 million, at September 28, 2024, utilized assumed healthcare cost trend rates of 7.1 % and 6.8 %, respectively.
+Added: Two of the healthcare plans, with benefit obligations less than $ 1 million at September 27, 2025, were not impacted by healthcare cost trend rates due to previous plan amendments.
+Added: The remaining plan, with benefit obligations less than $ 3 million, at September 27, 2025, utilized assumed healthcare cost trend rates of 8.9 %.
The healthcare cost trend rates for one of the plans will be grading down to an ultimate rate of 4.5 % in 2032.
19 unchanged sentences
The net pension cost of the plan is equal to the annual contributions determined in accordance with the provisions of negotiated labor contracts.
−Removed: Contributions to the plan were $ 2 million in fiscal 2024 and fiscal 2023.
+Added: Contributions to the plan were $ 1 million and $ 2 million in fiscal 2025 and fiscal 2024, respectively.
Assets contributed to such plans are not segregated or otherwise restricted to provide benefits only to our team members.
34 unchanged sentences
( 9 ) 2 ( 7 ) 103 ( 3 ) 100 29 — 29
+Added: Translation loss reclassified to cost of sales 3 — 3 — — — — — —
Postretirement benefits:
1 unchanged sentence
Total other comprehensive income (loss) $ ( 10 ) $ 3 $ ( 7 ) $ 89 $ 1 $ 90 $ 38 $ ( 1 ) $ 37
−Removed: (a) Before and after tax translation adjustment for the twelve months ended September 28, 2024 included $ 14 million of Comprehensive Income (Loss) Attributable to Noncontrolling Interests, fiscal 2023 and 2022 did not include any Comprehensive Income (Loss) Attributable to Noncontrolling Interests.
+Added: (a) Before and after tax translation adjustment for the twelve months ended September 28, 2024 included $ 14 million of Comprehensive Income Attributable to Noncontrolling Interest.
+Added: Fiscal years ended 2025 and 2023 did not include any Comprehensive Income (Loss) Attributable to Noncontrolling Interests.
SEGMENT REPORTING
2 unchanged sentences
We measure segment profit as operating income (loss).
−Removed: International/Other primarily includes our foreign operations in Australia, China, Malaysia, Mexico, South Korea, Thailand and the Kingdom of Saudi Arabia, third-party merger and integration costs and corporate overhead related to Tyson New Ventures, LLC.
+Added: International/Other primarily includes our foreign operations in China, Malaysia, Mexico, South Korea, Thailand and the Kingdom of Saudi Arabia, third-party merger and integration costs and corporate overhead related to Tyson New Ventures, LLC.
+Added: Our President and Chief Executive Officer is the Chief Operating Decision Maker (CODM) of the Company.
+Added: The CODM uses operating income (loss) as the reportable segment profitability measure to assess performance and allocate resources.
+Added: This measure is utilized during our budgeting and forecasting process to assess profitability and to enable decision making regarding strategic initiatives and capital investments across all reportable segments.
+Added: Our CODM considers variances of actual performance to our annual operating plan and periodic forecasts when making decisions.
+Added: Significant expenses are expenses which are regularly provided to the CODM and are included in segment operating income (loss).
+Added: These consist of segment cost of sales, segment selling, general and administrative expenses, and various items affecting comparability.
+Added: Segment Cost of Sales includes raw materials, direct labor and plant overhead, as well as purchasing and receiving costs, costs directly related to production planning, food safety and quality assurance costs and transportation and warehousing expenses, excluding the impact of items affecting comparability.
+Added: Segment Selling, General and Administrative expenses include the costs to execute sales to customers, costs related to selling, marketing, advertising and promotional activities and other general and administrative operating costs that are not directly related to manufacturing as well as other expense items, excluding the impact of items affecting comparability.
+Added: Items affecting comparability include restructuring and related charges (including network optimization), plant closure and disposal charges (net of gains), goodwill and intangible impairments, brand and product line discontinuations, facility fire related costs (net of insurance proceeds), and certain non-ordinary course legal, regulatory and other matters.
Beef includes our operations related to processing live fed cattle and fabricating dressed beef carcasses into primal and sub-primal meat cuts and case-ready products.
11 unchanged sentences
This segment includes brands such as Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, State Fair®, as well as artisanal brands Aidells® and Gallo Salame®.
−Removed: Products primarily include ready-to-eat sandwiches, sandwich components such as flame-grilled hamburgers and Philly steaks, pepperoni, bacon, breakfast sausage, turkey, lunchmeat, hot dogs, flour and corn tortilla products, appetizers, snacks, prepared meals, ethnic foods, side dishes, meat dishes, breadsticks and processed meats.
+Added: Products primarily include a mixture of ready-to-cook and ready-to-eat sandwiches, sandwich components such as flame-grilled hamburgers and Philly steaks, pepperoni, bacon, breakfast sausage, turkey, lunchmeat, hot dogs, flour and corn tortilla products, appetizers, snacks, prepared meals, ethnic foods, side dishes, meat dishes, breadsticks and processed meats.
Products are marketed domestically to food retailers, foodservice distributors, restaurant operators, convenience stores, hotel chains and noncommercial foodservice establishments such as schools, healthcare facilities, the military and other food processors, as well as to international export markets.
−Removed: We allocate expenses related to corporate activities to the segments, except for third-party merger and integration costs for which we recorded no expense in fiscal 2024 and $ 3 million and $ 5 million in fiscal 2023 and 2022, respectively, and corporate overhead related to Tyson New Ventures, LLC, which are included in International/Other.
+Added: We allocate expenses related to corporate activities to the segments, except for third-party merger and integration costs for which we recorded no expense in fiscal years 2025 and 2024, and $ 3 million in fiscal 2023, and corporate overhead related to Tyson New Ventures, LLC, which are included in International/Other.
Intersegment sales transactions, which were at market prices, are included in the segment sales in the table below.
1 unchanged sentence
Information on segments and a reconciliation to income from continuing operations before income taxes are as follows for fiscal years ended 2025, 2024 and 2023 (in millions):
−Removed: Beef Pork Chicken Prepared Foods International/Other Intersegment Sales Consolidated
−Removed: Sales $ 20,479 $ 5,903 $ 16,425 $ 9,851 $ 2,353 $ ( 1,702 ) $ 53,309
+Added: Twelve months ended September 27, 2025
+Added: Beef Pork Chicken Prepared Foods International/Other Intersegment Total
+Added: $ 21,623 $ 5,781 $ 16,837 $ 9,930 $ 2,291 $ ( 2,021 ) $ 54,441
+Added: Segment Cost of Sales 22,117 5,884 14,526 8,321 1,995 ( 2,021 ) 50,822
+Added: Segment Selling, General and Administrative 250 96 829 762 159 — 2,096
+Added: Facility fire related costs (insurance proceeds) — — — — ( 18 ) — ( 18 )
+Added: Brand and product line discontinuations — — 23 — — — 23
+Added: Restructuring and related charges 48 — 9 ( 26 ) 14 — 45
+Added: Legal contingency accruals — — — — 40 — 40
+Added: Plant closure and disposal charges — — 23 — ( 6 ) — 17
+Added: Goodwill and intangible impairments 343 — — — — — 343
+Added: Product recall — — — ( 25 ) — — ( 25 )
Operating Income (Loss) $ ( 1,135 ) $ ( 199 ) $ 1,427 $ 898 $ 107 $ — $ 1,098
−Removed: Total Other (Income) Expense 317
+Added: Other (Income) Expense:
+Added: Interest income $ ( 73 )
+Added: Interest expense 449
+Added: Other, net ( 47 )
Income (Loss) before Income Taxes $ 769
+Added: Other segment information:
Depreciation and amortization $ 178 $ 63 $ 645 $ 387 $ 77 — $ 1,350
1 unchanged sentence
Additions to property, plant and equipment 156 66 511 155 90 — 978
−Removed: Sales $ 19,325 $ 5,768 $ 17,060 $ 9,845 $ 2,515 $ ( 1,632 ) $ 52,881
+Added: Twelve months ended September 28, 2024
+Added: Beef Pork Chicken Prepared Foods International/Other Intersegment Total
+Added: $ 20,479 $ 5,903 $ 16,425 $ 9,851 $ 2,353 $ ( 1,702 ) $ 53,309
+Added: Segment Cost of Sales 20,542 5,707 14,604 8,113 2,091 ( 1,702 ) 49,355
+Added: Segment Selling, General and Administrative 228 99 806 833 213 — 2,179
+Added: Facility fire related costs (insurance proceeds) — — ( 70 ) — 86 — 16
+Added: Brand and product line discontinuations — — 6 2 — — 8
+Added: Restructuring and related charges 4 1 2 24 — — 31
+Added: Legal contingency accruals 45 28 56 — — — 129
+Added: Plant closure and disposal charges 41 108 33 — — — 182
Operating Income (Loss) $ ( 381 ) $ ( 40 ) $ 988 $ 879 $ ( 37 ) $ — $ 1,409
−Removed: Total Other (Income) Expense
+Added: Other (Income) Expense:
+Added: Interest income $ ( 89 )
+Added: Interest expense 481
+Added: Other, net ( 75 )
Income (Loss) before Income Taxes $ 1,092
+Added: Other segment information:
Depreciation and amortization $ 164 $ 125 $ 639 $ 389 $ 71 — $ 1,388
1 unchanged sentence
Additions to property, plant and equipment 138 41 505 334 114 — 1,132
+Added: Twelve months ended September 30, 2023
+Added: Beef Pork Chicken Prepared Foods International/Other Intersegment Total
$ 19,325 $ 5,768 $ 17,060 $ 9,845 $ 2,515 $ ( 1,632 ) $ 52,881
−Removed: Sales $ 19,854 $ 6,414 $ 16,961 $ 9,689 $ 2,355 $ ( 1,991 ) $ 53,282
+Added: Segment Cost of Sales 18,863 5,790 16,495 8,123 2,315 ( 1,632 ) 49,954
+Added: Segment Selling, General and Administrative 229 106 798 833 184 — 2,150
+Added: Facility fire related costs (insurance proceeds) ( 42 ) — ( 11 ) — — — ( 53 )
+Added: Brand and product line discontinuations — — — 17 — — 17
+Added: Restructuring and related charges 33 11 16 49 15 — 124
+Added: Plant closure and disposal charges — — 322 — ( 19 ) — 303
+Added: Goodwill and intangible impairments 333 — 210 — 238 — 781
Operating Income (Loss) $ ( 91 ) $ ( 139 ) $ ( 770 ) $ 823 $ ( 218 ) $ — $ ( 395 )
−Removed: Total Other (Income) Expense 261
+Added: Other (Income) Expense:
+Added: Interest income $ ( 30 )
+Added: Interest expense 355
+Added: Other, net ( 42 )
Income (Loss) before Income Taxes $ ( 678 )
+Added: Other segment information:
Depreciation and amortization $ 128 $ 68 $ 693 $ 373 $ 67 — $ 1,329
1 unchanged sentence
Additions to property, plant and equipment 169 62 834 578 296 — 1,939
+Added: (a) Includes $ 318 million and $ 380 million of legal contingency accruals for the Beef and Pork segments, respectively, and $ 66 million related to a product recall in the Prepared Foods segment for fiscal year 2025.
+Added: Includes $ 45 million of a legal contingency accrual for the Pork segment for the fiscal year 2024.
+Added: Includes $ 156 million of a legal contingency accrual for the Chicken segment for the fiscal year 2023.
Our largest customer, Walmart Inc., accounted for 18.7 %, 18.4 % and 18.6 % of consolidated sales in fiscal 2025, 2024 and 2023, respectively.
4 unchanged sentences
Approximately 95 % of sales to external customers for each of fiscal 2025, 2024 and 2023 were sourced from the United States.
−Removed: Approximately $ 25.9 billion and $ 26.1 billion of long-lived assets were located in the United States at September 28, 2024, and September 30, 2023, respectively.
−Removed: Excluding goodwill and intangible assets, long-lived assets located in the United States totaled approximately $ 10.6 billion and $ 10.5 billion at September 28, 2024, and September 30, 2023, respectively.
−Removed: Approximately $ 1.4 billion of long-lived assets were located in foreign locations, primarily Brazil, China, the European Union, Malaysia, the Middle East and Thailand at September 28, 2024 and September 30, 2023.
−Removed: Excluding goodwill and intangible assets, long-lived assets in foreign countries totaled approximately $ 1,062 million and $ 1,101 million at September 28, 2024, and September 30, 2023, respectively.
−Removed: We sell certain products in foreign markets, primarily Australia, Canada, Central America, Chile, China, the European Union, the United Kingdom, Japan, Mexico, Malaysia, the Middle East, Singapore, South Korea, Taiwan and Thailand.
+Added: At September 27, 2025 and September 28, 2024, long-lived assets, excluding goodwill, intangibles, financial instruments and deferred tax assets, located in the United States were approximately $ 9.5 billion and $ 9.5 billion, respectively, and approximately $ 0.7 billion and $ 0.8 billion, respectively, were located in foreign locations, primarily Brazil, China, New Zealand, Malaysia, the Middle East and Thailand.
+Added: We sell certain products in foreign markets, primarily Canada, Central America, China, the European Union, the United Kingdom, Japan, Mexico, Malaysia, the Middle East, the Philippines, Singapore, South Korea, Taiwan, Thailand and Vietnam.
Our export sales from the United States totaled $ 4.8 billion, $ 5.2 billion and $ 5.1 billion for fiscal 2025, 2024 and 2023, respectively.
26 unchanged sentences
Total $ 24,507 $ 15,774 $ 7,558 $ 5,470 $ 53,309 $ — $ 53,309
−Removed: Twelve months ended October 1, 2022
+Added: Twelve months ended September 30, 2023
Foodservice (b)
13 unchanged sentences
(d) Includes external sales to industrial food processing companies that further process our product to sell to end consumers and any remaining sales not included in the Retail, Foodservice or International categories.
+Added: For fiscal 2025, the Beef and Pork segments included a $ 318 million and $ 380 million reduction in Other, respectively, due to the recognition of legal contingency accruals.
For fiscal 2024, the Pork segment included a $ 45 million reduction in Other due to the recognition of a legal contingency accrual.
14 unchanged sentences
Tyson and director Barbara Tyson are general partners, owned 70 million shares, or 99.987 % of our outstanding Class B stock and, along with the members of the Tyson family, owned 7.2 million shares of Class A stock, giving it control of approximately 71.94 % of the total voting power of our outstanding voting stock.
−Removed: In fiscal 2024, 2023 and 2022, the Company provided administrative services to the TLP, the beneficial owner of 70 million shares of Class B stock, and the TLP, through TLP Investment, L.P., reimbursed the Company $ 0.2 million in each of fiscal 2024, 2023 and 2022.
+Added: In fiscal 2025, 2024 and 2023, the Company provided administrative services to the TLP, the beneficial owner of 70 million shares of Class B stock, and the TLP, through TLP Investment, L.P., reimbursed the Company $ 0.4 million in fiscal 2025, and $ 0.2 million in each of fiscal 2024 and 2023.
+Added: In fiscal 2025, the Company sold fourteen pieces of artwork from its offices to North Ark Bahamas, LLC, an entity owned by John H.
+Added: Tyson, John R.
+Added: Tyson and Olivia L.
+Added: Tyson, for the aggregate price of $ 0.2 million.
In fiscal 2024, the Company purchased real estate located in Springdale, Arkansas for $ 0.8 million from TBB Land Holdings LLC.
11 unchanged sentences
The potential maximum obligation as of September 27, 2025, was approximately $ 240 million.
−Removed: The total receivables under these programs were $ 14 million and $ 12 million at September 28, 2024 and September 30, 2023, respectively.
−Removed: These receivables are included, net of allowance for uncollectible amounts, in Accounts Receivable in our Consolidated Balance Sheets.
+Added: At September 27, 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.
22 unchanged sentences
Certain putative class members chose to opt out of the classes and pursue individual claims against the Company and other defendants in the United States District Court for the Northern District of Illinois.
−Removed: The operative complaints allege that beginning in January 2008, the defendants conspired and combined to fix, raise, maintain, and stabilize the price of broiler chickens and that the defendants manipulated and artificially inflated the Georgia Dock price index.” The plaintiffs further allege that the defendants concealed this conduct from the plaintiffs and the members of the putative classes.
+Added: The operative complaints allege that beginning in January 2008, the defendants conspired and combined to fix, raise, maintain, and stabilize the price of broiler chickens and that the defendants manipulated and artificially inflated the Georgia Dock price index.
+Added: The plaintiffs further allege that the defendants concealed this conduct from the plaintiffs and the members of the putative classes.
The plaintiffs seek treble damages, injunctive relief, pre- and post-judgment interest, costs, and attorneys’ fees under the United States antitrust laws and various state unfair competition laws, consumer protection laws, and unjust enrichment common laws.
+Added: The Court divided the case into two tracks.
+Added: Plaintiffs electing to proceed in the first track (“Track One”) chose to forego claims relating to the DOJ criminal investigation described below.
+Added: 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.
2 unchanged sentences
Both of these trials were cancelled because all claims brought by these classes were resolved before trial.
+Added: This completed the Track One proceedings.
+Added: On February 11, 2025, the Court denied the defendants’ motion to dismiss the allegations brought by the Track Two plaintiffs.
+Added: On March 7, 2025, the Court lifted the stay of discovery that had applied to the Track Two claims, with fact discovery currently ongoing.
+Added: 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.
−Removed: During fiscal years 2023 and 2021 , the Company recorded aggregate legal contingency accruals of $ 156 million and $ 545 million, respectively, for claims related to these matters.
−Removed: Additionally, d uring fiscal years 2024, 2023 and 2022, the Company reduced its total recorded legal contingency accrual by $ 98 million, $ 94 million and $ 343 million, respectively, for amounts it had paid related to these matters.
+Added: The Company recorded aggregate legal contingency accruals of $ 156 million and $ 545 million in fiscal years 2023 and 2021, respectively.
+Added: During fiscal years 2025, 2024 and 2023 , the Company reduced its total recorded legal contingency accrual by $ 22 million, $ 98 million and $ 94 million, respectively, for amounts it had paid related to these matters.
At September 27, 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.
2 unchanged sentences
On January 27, 2017 and March 26, 2017, putative class action complaints were filed against us and certain of our poultry subsidiaries, as well as several other vertically integrated poultry processing companies, in the United States District Court for the Eastern District of Oklahoma styled In re Broiler Chicken Grower Litigation .
−Removed: The plaintiffs allege, among other things, that the defendants colluded not to compete for broiler raising services “with the purpose and effect of fixing, maintaining, and/or stabilizing grower compensation below competitive levels.” The plaintiffs also allege that the defendants “agreed to share detailed data on [g]rower compensation with one another, with the purpose and effect of artificially depressing [g]rower compensation below competitive levels.” The plaintiffs contend these alleged acts constitute violations of the Sherman Antitrust Act and Section 202 of the Grain Inspection, Packers and Stockyards Act of 1921.
−Removed: The plaintiffs are seeking treble damages, pre- and post-judgment interest, costs, and attorneys’ fees on behalf of the putative class.
+Added: The plaintiffs alleged, among other things, that the defendants colluded not to compete for broiler raising services “with the purpose and effect of fixing, maintaining, and/or stabilizing grower compensation below competitive levels.” The plaintiffs also alleged that the defendants “agreed to share detailed data on [g]rower compensation with one another, with the purpose and effect of artificially depressing [g]rower compensation below competitive levels.” The plaintiffs contended these alleged acts constitute violations of the Sherman Antitrust Act and Section 202 of the Grain Inspection, Packers and Stockyards Act of 1921.
+Added: The plaintiffs sought treble damages, pre- and post-judgment interest, costs, and attorneys’ fees on behalf of the putative class.
Additional named plaintiffs filed similar class action complaints in federal district courts in North Carolina, Colorado, Kansas and California.
2 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.
+Added: 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.
+Added: 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.
9 unchanged sentences
The complaints are based on allegations similar to those asserted in the Pork Antitrust Civil Litigation and allege violations of state antitrust, unfair trade practice, and unjust enrichment laws based on allegations of conspiracies to exchange information and manipulate the supply of pork.
−Removed: On October 18, 2024, we reached an agreement in principle with the State of Alaska to settle the claims it had asserted for an immaterial amount.
+Added: On October 18, 2024, we reached a settlement with the State of Alaska to resolve all claims made against the Company for an immaterial amount.
+Added: The court approved the settlement on January 7, 2025.
+Added: 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.
+Added: 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.
−Removed: 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.
−Removed: 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.
−Removed: We recorded a legal contingency accrual of $ 45 million in fiscal 2024 which remains accrued as of September 28, 2024 .
+Added: In the third quarter of fiscal 2024, we filed and joined motions for summary judgment.
+Added: On March 31, 2025, the court denied those summary judgment motions as to the claims against the Company.
+Added: 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 fiscal 2026.
+Added: 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.
+Added: 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.
+Added: On April 28, 2025, the Court granted preliminary approval of this settlement.
+Added: On September 25, 2025, the Company reached an agreement with the consumer indirect purchaser class to settle their claims in this matter for an aggregate of $ 85 million, subject to court approval.
+Added: The Company recorded aggregate legal contingency accruals of $ 380 million and $ 45 million in fiscal years 2025 and 2024, respectively.
+Added: During fiscal 2025 , the Company reduced its total recorded legal contingency accrual by $ 50 million for amounts it had paid related to these matters.
+Added: At September 27, 2025 and September 28, 2024, the legal contingency accrual for claims related to the Pork Antitrust Civil Litigation matter described above was $ 268 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.
+Added: 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
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.
−Removed: (“Tyson Fresh Meats”), as well as other beef packer defendants, in various federal district courts, including the United States District Court for Northern Illinois, the United States District Court for the District of Minnesota, and the United States District Court for the District of Kansas, by putative classes of direct purchasers, cattle ranchers, indirect purchasers, and indirect cattle producers.
+Added: (“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.
3 unchanged sentences
These cases have been transferred to the United States District Court for the District of Minnesota for pretrial purposes.
−Removed: The matter is currently in the fact discovery phase, and the putative classes filed motions for class certification on September 25, 2024.
−Removed: 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.
+Added: The fact discovery phase ended in early April 2025, and the parties are now engaged in expert discovery.
+Added: Additionally, the putative classes filed motions for class certification on September 25, 2024, which remain pending before the court.
+Added: On September 29, 2025, the Company reached an agreement with the consumer indirect purchaser plaintiff class to settle their claims in this matter for an aggregate of $ 55 million, subject to court approval.
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.
5 unchanged sentences
Cargill, Incorporated et al, raising substantially similar allegations and seeking compensatory damages, costs of investigation and interest.
−Removed: The Company has not recorded any liability for these foregoing matters as it does not believe a loss is probable, nor does it believe that a range of possible loss, if any, is reasonably estimable at this time, because the proceedings are in preliminary stages.
+Added: 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 are also exploring opportunities to reach settlements if it would be in the best interest of the Company, as doing so could avoid the uncertainty, risk, expense and distraction of protracted litigation.
On May 22, 2020, December 23, 2020 and October 29, 2021, we received civil investigative demands (“CIDs”) from the DOJ’s Civil Antitrust Division.
−Removed: The CIDs request information related to the fed cattle and beef packing markets.
−Removed: We have been cooperating with the DOJ with respect to the CIDs.
−Removed: The Offices of the Attorney General for multiple states are participating in the investigation and coordinating with the DOJ.
−Removed: The Company has not recorded any liability for this matter as it does not believe a loss is probable, nor does it believe that a range of possible loss, if any, is reasonably estimable at this time.
+Added: The CIDs requested information related to the fed cattle and beef packing markets.
+Added: We have cooperated with the DOJ with respect to the CIDs.
+Added: The Offices of the Attorney General for multiple states participated in the investigation and coordinated with the DOJ.
+Added: Accordingly, during fiscal 2025, we recorded a legal contingency accrual of $ 318 million for claims related to the Beef Antitrust Civil Litigation matter, which remains outstanding as of September 27, 2025.
+Added: The Company does not believe that a range of possible loss, if any, in excess of the recorded accrual is reasonably estimable at this time.
+Added: 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.
Wage Rate Litigation and Related Matters
4 unchanged sentences
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.
−Removed: As a result, we increased our legal contingency accrual for claims related to this matter to $ 116 million at September 28, 2024 from $ 60 million as of September 30, 2023.
−Removed: This agreement in principle remains subject to court approval.
+Added: On February 11, 2025, the court entered an order granting preliminary approval of the settlement.
+Added: 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.
−Removed: The Company does not believe that a range of possible loss, if any, in excess of the recorded accrual is reasonably estimable at this time.
+Added: During fiscal 2025, settlement payments of the accrued amount were paid as a result of the preliminary court approval .
+Added: At September 27, 2025, there was no remaining accrual re lated to the Poultry wage rate litigation matter described above .
The DOJ’s Antitrust Division has opened a civil investigation into human resources at several poultry companies.
5 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.
−Removed: Under the terms of the proposed settlement, the Company agreed to pay the putative class an aggregate amount of $ 72.5 million.
−Removed: The settlement agreement remains subject to court approval.
−Removed: If the court grants final approval to the settlement, it will completely resolve all claims made against the Company in this matter.
−Removed: During fiscal 2024, the Company recorded an accrual for the $ 72.5 million proposed settlement which remains accrued as of September 28, 2024 .
−Removed: The Company does not believe that a range of possible loss, if any, in excess of the recorded accrual is reasonably estimable at this time.
+Added: Under the terms of the settlement, the Company agreed to pay the putative class an aggregate amount of $ 72.5 million to completely resolve all claims made against the Company in this matter.
+Added: The court approved the settlement on January 15, 2025.
+Added: During fiscal 2024 , the Company recorded an accrual for the $ 72.5 million settlement which was paid during fiscal 2025 as a result of the court approval.
Other Matters
17 unchanged sentences
The Company has not recorded any liability for these matters as it does not believe a loss is probable, nor does it believe that a range of possible loss, if any, is reasonably estimable at this time, because it believes the allegations in the claims are without merit and that the Company has valid and meritorious defenses against the allegations.
+Added: For a tax-related matter involving the Company, refer to Part II, Item 8.
+Added: Notes to the Consolidated Financial Statements, Note 10:
+Added: Income Taxes.
Report of Independent Registered Public Accounting Firm
29 unchanged sentences
The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
−Removed: Goodwill Impairment Assessments – Beef Segment Reporting Unit and Certain Reporting Units in the Chicken Segment
−Removed: As described in Notes 1 and 5 to the consolidated financial statements, the Company’s consolidated goodwill balance was $9,819 million as of September 28, 2024, and the goodwill associated with the reporting units in the Chicken and Beef segments was $3,001 million and $343 million, respectively.
+Added: Interim Goodwill Impairment Assessment – Beef Reporting Unit
+Added: As described in Note 1 to the consolidated financial statements, the Company’s goodwill balance was $9,469 million as of September 27, 2025.
Goodwill is reviewed for impairment at least annually or more frequently if impairment indicators arise.
−Removed: If it is determined, based on qualitative factors, the fair value of the reporting unit may more likely than not be less than carrying amount, a quantitative goodwill impairment test is performed.
−Removed: Management estimates the fair value of reporting units considering the use of various valuation techniques, with the primary technique being an income approach (discounted cash flow method), with another technique being a market approach (guideline public company method).
−Removed: The determination of fair value using these techniques includes assumptions about sales growth, operating margins, discount rates and valuation multiples which consider budgets, business plans, economic projections and marketplace data.
−Removed: The principal considerations for our determination that performing procedures relating to the goodwill impairment assessments of the Beef segment reporting unit and certain reporting units in the Chicken segment is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of the reporting units;
−Removed: (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to (a) sales growth, operating margins, and discount rates used in the discounted cash flow method for the Beef segment reporting unit and one Chicken segment reporting unit, (b) operating margins and discount rate used in the discounted cash flow method for another Chicken segment reporting unit, and (c) valuation multiples used in the guideline public company method for the certain reporting units in the Chicken segment, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
+Added: If it is determined, based on qualitative factors, the fair value of the reporting unit may more likely than not be less than carrying amount, a quantitative impairment test would be required.
+Added: Management estimates the fair value of reporting units considering the use of various valuation techniques, with the primary technique being an income approach (discounted cash flow method).
+Added: Management includes assumptions about sales growth, operating margins, discount rates and valuation multiples which consider budgets, business plans, economic projections and marketplace data.
+Added: During the third quarter of fiscal 2025, the Company’s Beef reporting unit experienced lower than anticipated supply of market-ready cattle and an increased carrying value primarily associated with higher cattle costs.
+Added: Management determined the fair value of the Beef reporting unit was more likely than not less than the carrying value and performed a quantitative assessment.
+Added: Based on the quantitative assessment, the Company recognized a $343 million impairment to fully impair its remaining goodwill.
+Added: The principal considerations for our determination that performing procedures relating to the interim goodwill impairment assessment of the Beef reporting unit are (i) the significant judgment by management when developing the fair value estimate of the reporting unit;
+Added: (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to sales growth, operating margin, and discount rate, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.
−Removed: These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessments, including controls over the valuation of the Beef segment reporting unit and the certain reporting units in the Chicken segment.
−Removed: These procedures also included, among others, (i) testing management’s process for developing the fair value estimates of the Beef segment reporting unit and the certain reporting units in the Chicken segment;
−Removed: (ii) evaluating the appropriateness of the income and market valuation approaches, as applicable to the reporting unit;
−Removed: (iii) testing the completeness and accuracy of underlying data used in the valuation approaches;
−Removed: and (iv) evaluating the reasonableness of management’s significant assumptions related to sales growth, operating margins, discount rates and valuation multiples, as applicable to the reporting unit.
−Removed: Evaluating management’s assumptions related to sales growth and operating margins involved evaluating whether the assumptions used were reasonable considering (i) the current and past performance of the reporting units;
−Removed: (ii) the consistency with external market and industry data, as applicable to the reporting unit;
+Added: These procedures included testing the effectiveness of controls relating to management’s interim goodwill impairment assessment, including controls over the valuation of the Beef reporting unit.
+Added: These procedures also included, among others, (i) testing management’s process for developing the fair value estimate of the Beef reporting unit;
+Added: (ii) evaluating the appropriateness of the discounted cash flow method used by management;
+Added: (iii) testing the completeness and accuracy of underlying data used in the discounted cash flow method;
+Added: and (iv) evaluating the reasonableness of management’s significant assumptions related to sales growth, operating margin, and discount rate.
+Added: Evaluating management’s assumptions related to sales growth and operating margin involved evaluating whether the assumptions used were reasonable considering (i) the current and past performance of the reporting unit;
+Added: (ii) the consistency with external market and industry data;
and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.
−Removed: Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the Company’s valuation approaches and (ii) the reasonableness of the sales growth, discount rates and valuation multiples significant assumptions, as applicable to the reporting unit.
+Added: Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow method and (ii) the reasonableness of the sales growth and discount rate assumptions.
/s/ PricewaterhouseCoopers LLP
5 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.