What changed in this filing

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Item 1. Financial Statements

2026-05-04 compared with 2026-02-02 · 210 added, 113 removed, 779 unchanged (29% of the section changed)

3 unchanged sentences

(In millions, except per share data)

Three Months Ended

December 27, 2025 December 28, 2024

Three Months Ended Six Months Ended

March 28, 2026 March 29, 2025 March 28, 2026 March 29, 2025

Sales $ 13,653 $ 13,074 $ 27,966 $ 26,697

21 unchanged sentences

(In millions)

Three Months Ended

December 27, 2025 December 28, 2024

Three Months Ended Six Months Ended

March 28, 2026 March 29, 2025 March 28, 2026 March 29, 2025

Net Income $ 264 $ 14 $ 354 $ 380

11 unchanged sentences

(In millions, except share and per share data)

December 27, 2025 September 27, 2025

March 28, 2026 September 27, 2025

Current Assets:

26 unchanged sentences

Accumulated other comprehensive income (loss) ( 152 ) ( 191 )

Treasury stock, at cost – 95 million shares at December 27, 2025 and September 27, 2025 ( 5,125 ) ( 5,102 )

Treasury stock, at cost – 95 million shares at March 28, 2026 and September 27, 2025 ( 5,158 ) ( 5,102 )

Total Tyson Shareholders’ Equity 18,098 18,085

6 unchanged sentences

(In millions)

Three Months Ended

December 27, 2025 December 28, 2024

Shares Amount Shares Amount

Three Months Ended Six Months Ended

March 28, 2026 March 29, 2025 March 28, 2026 March 29, 2025

Shares Amount Shares Amount Shares Amount Shares Amount

Class A Common Stock:

32 unchanged sentences

(In millions)

Three Months Ended

December 27, 2025 December 28, 2024

Six Months Ended

March 28, 2026 March 29, 2025

Cash Flows From Operating Activities:

10 unchanged sentences

Proceeds from sale of storage facilities 44 —

Acquisition of equity investments — ( 2 )

Other, net 55 55

3 unchanged sentences

Payments on debt ( 1,346 ) ( 816 )

Proceeds from issuance of commercial paper 945 —

Repayments of commercial paper ( 915 ) —

Purchases of Tyson Class A common stock ( 92 ) ( 16 )

4 unchanged sentences

Effect of Exchange Rate Changes on Cash 8 ( 25 )

Increase in Cash and Cash Equivalents and Restricted Cash 49 575

Increase (Decrease) in Cash and Cash Equivalents and Restricted Cash ( 729 ) ( 725 )

Cash and Cash Equivalents and Restricted Cash at Beginning of Year 1,229 1,717

13 unchanged sentences

Actual results could differ from those estimates.

We believe the accompanying consolidated condensed financial statements contain all adjustments, which are of a normal recurring nature necessary to state fairly our financial position as of December 27, 2025 and the results of operations for the three months ended December 27, 2025 and December 28, 2024.

We believe the accompanying consolidated condensed financial statements contain all adjustments, which are of a normal recurring nature necessary to state fairly our financial position as of March 28, 2026 and the results of operations for the three and six months ended March 28, 2026 and March 29, 2025.

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

10 unchanged sentences

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 amount of goodwill or the indefinite life intangible asset.

Our qualitative assessment for the first quarter of fiscal 2026 did not indicate that it was more likely than not the fair value of any of our reporting units or indefinite life intangible assets was less than the carrying amount, and as such, no quantitative test was deemed necessary.

Our qualitative assessments for the first and second quarters of fiscal 2026 did not indicate that it was more likely than not the fair value of any of our reporting units or indefinite life intangible assets was less than the carrying amount, and as such, no quantitative test was deemed necessary.

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

One of our International reporting units, which had goodwill of $ 0.2 billion at December 27, 2025, was considered at heightened risk of impairment as of the date of the most recent estimated fair value determination which was in the fourth quarter of fiscal 2025.

One of our International reporting units, which had goodwill of $ 0.2 billion at March 28, 2026, was considered at heightened risk of impairment as of the date of the most recent estimated fair value determination which was in the fourth quarter of fiscal 2025.

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.

21 unchanged sentences

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.

We will include the required disclosures when it becomes effective in our fiscal 2026 annual reporting, on a prospective basis.

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

Processed products, livestock and supplies and other are valued at the lower of cost or net realizable value.

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.

At December 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 27, 2025.

Inventories are presented net of lower of cost or net realizable value adjustments of $ 166 million and $ 138 million as of December 27, 2025 and September 27, 2025, respectively.

At March 28, 2026, 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 27, 2025.

Inventories are presented net of lower of cost or net realizable value adjustments of $ 146 million and $ 138 million as of March 28, 2026 and September 27, 2025, respectively.

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

December 27, 2025 September 27, 2025

March 28, 2026 September 27, 2025

Processed products $ 2,891 $ 3,086

4 unchanged sentences

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

December 27, 2025 September 27, 2025

March 28, 2026 September 27, 2025

Land $ 210 $ 209

8 unchanged sentences

Other current liabilities are as follows (in millions):

December 27, 2025 September 27, 2025

March 28, 2026 September 27, 2025

Accrued salaries, wages and benefits $ 677 $ 909

6 unchanged sentences

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

We are reporting on actions approved through the end of the first quarter of fiscal 2026 as we are currently unable to make an estimate of the cost of the entire network optimization plan.

In the first quarter of fiscal 2026, the Company approved additional actions under the network optimization plan, increasing the estimated total pretax charges by $ 140 million.

This increase reflects network changes in the Beef segment, including the closure of a harvesting facility and the transition to a single shift at another, as well as efforts to reduce support costs across all segments and corporate functions.

As a result, we now expect to recognize total pretax net charges of $ 226 million for actions approved through December 27, 2025, which include $ 148 million of net charges that have resulted or will result in cash outflows and $ 185 million of non-cash charges, partially offset by a $ 107 million gain recognized from the sale of storage facilities.

Additionally, we have received $ 294 million in proceeds associated with the sale of storage facilities to date, of which, $ 42 million was received in the first quarter of fiscal 2026.

Through the first quarter of fiscal 2026, we have recognized $ 162 million of the expected total pretax charges and estimate $ 64 million of charges will be incurred over future periods, including $ 44 million during the remainder of fiscal 2026.

We are reporting on actions approved through the end of the second quarter of fiscal 2026 as we are currently unable to make an estimate of the cost of the entire network optimization plan.

In the second quarter and first half of fiscal 2026, the Company increased the estimated pretax charges by $ 38 million and $ 178 million, respectively, for additional actions approved to date under the network optimization plan.

In the first quarter of fiscal 2026, the increase in estimated total pretax charges reflects network changes in the Beef segment, including the closure of a harvesting facility and the transition of another to a single shift, as well as efforts to reduce support costs across all segments and corporate functions.

The increase in the second quarter primarily reflects the closure of a production facility in the Prepared Foods segment.

As a result, we now expect to recognize total pretax net charges of $ 264 million for actions approved through March 28, 2026, which include $ 179 million of net charges that have resulted or will result in cash outflows and $ 192 million of non-cash charges, partially offset by a $ 107 million gain recognized from the sale of storage facilities.

Additionally, we have received $ 296 million in proceeds associated with the sale of storage facilities to date.

Through the second quarter of fiscal 2026, we have recognized $ 208 million of the expected total pretax charges and estimate $ 56 million of charges will be incurred over future periods, including $ 35 million during the remainder of fiscal 2026.

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.

In the first quarter of fiscal 2026, we recognized net charges of $ 117 million related to the network optimization plan.

The charges primarily included accelerated depreciation and asset write-offs related to the Beef segment network changes, severance and related costs and contract and lease termination costs.

We recognized net charges of $ 46 million and $ 163 million related to the network optimization plan in the second quarter and first six months of fiscal 2026, respectively.

The charges primarily included accelerated depreciation and asset write-offs related to the Beef segment network changes approved in the first quarter of fiscal 2026, severance and related costs and contract and lease termination costs.

These charges included $ 77 million that have resulted or will result in cash outflows and $ 86 million of non-cash.

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

In the second quarter and first six months of fiscal 2025, we recognized net charges of $ 43 million and $ 116 million, respectively, which primarily included the closure of two facilities in the Prepared Foods segment, a non-harvesting facility closure in the Beef segment and asset write-offs in the Chicken and International segments.

These charges included $ 47 million that have resulted or will result in cash outflows and $ 69 million of non-cash.

The following table reflects pretax (income) expense related to the network optimization plan in the first quarter of fiscal 2026 (in millions):

The following table reflects pretax (income) expense related to the network optimization plan in the six months of fiscal 2026 (in millions):

Beef Pork Chicken Prepared Foods International Corporate Expenses Total

2 unchanged sentences

Accelerated depreciation 90 — — — — — 90

Asset write-offs 12 — — — — — 12

Asset write-offs (gain on sale) 13 — — ( 1 ) ( 1 ) — 11

Contract and lease terminations 2 — 4 7 — — 13

5 unchanged sentences

Total $ 124 $ 1 $ 11 $ 20 $ ( 1 ) $ 6 $ 163

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

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

Beef Pork Chicken Prepared Foods International Corporate Expenses Total

2 unchanged sentences

Accelerated depreciation 38 — 1 — — — 39

Asset write-offs 3 — 7 23 5 — 38

Asset write-offs (gain on sale) 3 — 22 23 9 — 57

Contract and lease terminations 1 — — — — — 1

4 unchanged sentences

Total $ 48 $ — $ 32 $ 25 $ 11 $ — $ 116

The following table reflects our liability related to the network optimization plan as of December 27, 2025 (in millions):

Balance at September 27, 2025 Expenses Payments Balance at December 27, 2025

The following table reflects our liability related to the network optimization plan as of March 28, 2026 (in millions):

Balance at September 27, 2025 Expenses Payments Balance at March 28, 2026

Contract and lease terminations $ 31 $ 33 $ — $ 64

4 unchanged sentences

Plant Closures and Disposals

The following table reflects our liability related to plant closures as of December 27, 2025 (in millions):

Balance at September 27, 2025 Plant Closure Charges Payments Balance at December 27, 2025

The following table reflects our liability related to plant closures as of March 28, 2026 (in millions):

Balance at September 27, 2025 Plant Closure Charges Payments Balance at March 28, 2026

Contract termination $ 72 $ — $ ( 8 ) $ 64

2 unchanged sentences

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

December 27, 2025 September 27, 2025

March 28, 2026 September 27, 2025

Revolving credit facility $ — $ —

10 unchanged sentences

4.88% Notes due August 2034 500 500

4.95% Notes due February 2036 ("2036 Notes") 500 —

5.15% Notes due August 2044 497 497

13 unchanged sentences

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.

At December 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.

At December 27, 2025, we had $ 82 million of bilateral letters of credit issued separately from the revolving credit facility, none of which were drawn upon.

At March 28, 2026, amounts available for borrowing under this facility totaled $ 2.5 billion before deducting amounts to backstop our commercial paper program.

At March 28, 2026, we had no outstanding borrowings and no outstanding letters of credit issued under this facility.

At March 28, 2026, we had $ 83 million of bilateral letters of credit issued separately from the revolving credit facility, none of which were drawn upon.

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

6 unchanged sentences

The facility contained covenants and other terms that are generally consistent with those of our revolving credit facility.

At December 27, 2025, we have not made any borrowing under the facility.

At March 28, 2026, we have not made any borrowing under the facility.

Concurrent with the entry into the revolving term loan credit facility, we repaid the $ 440 million outstanding borrowing under a term loan facility due May 2028 using cash on hand and terminated the facility.

In February 2026, we issued senior unsecured notes with a principal amount of $ 500 million due February 2036.

The net proceeds, along with cash on hand, were used to retire the March 2026 Notes.

Interest payments on the 2036 Notes are due semi-annually on February 20 and August 20, beginning August 20, 2026.

After the original discounts of $ 2 million, we received net proceeds of $ 498 million and incurred debt issuance costs of $ 5 million related to the issuance.

Commercial Paper Program

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

As of December 27, 2025, we had no commercial paper outstanding .

At March 28, 2026, we had $ 30 million of commercial paper outstanding at a weighted average interest rate of 4.00 % with maturities of less than 5 days .

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

15 unchanged sentences

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

We were in compliance with all debt covenants at December 27, 2025.

We were in compliance with all debt covenants at March 28, 2026.

Share Repurchases

As of December 27, 2025, 46.6 million shares remained available for repurchase under the Company's share repurchase program.

As of March 28, 2026, 45.9 million shares remained available for repurchase under the Company's share repurchase program.

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

1 unchanged sentence

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

Three Months Ended

December 27, 2025 December 28, 2024

Shares Dollars Shares Dollars

Three Months Ended Six Months Ended

March 28, 2026 March 29, 2025 March 28, 2026 March 29, 2025

Shares Dollars Shares Dollars Shares Dollars Shares Dollars

Shares repurchased:

2 unchanged sentences

Total share repurchases 0.7 $ 45 — $ 1 1.6 $ 92 0.3 $ 16

Our effective tax rate was 29.7 % and 23.5 % for the first quarter of fiscal 2026 and 2025, respectively.

The effective tax rates for the first quarter of fiscal 2026 and 2025 are higher than the federal statutory tax rate primarily due to state taxes and net unfavorable permanent book-to-tax differences, partially offset by various tax benefits.

Additionally, the effective tax rate for the first quarter of fiscal 2026 was increased by estimated foreign withholding tax on the repatriation of earnings of foreign subsidiaries, and the effective tax rate for the first quarter of fiscal 2025 was decreased by the release of a $ 9 million valuation allowance on losses related to a production facility fire in the Netherlands and our subsequent decision to sell the facility.

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

Unrecognized tax benefits were $ 165 million and $ 168 million at December 27, 2025 and September 27, 2025, respectively.

Our effective tax rates were 26.2 % and 51.0 % for the second quarter of fiscal 2026 and 2025, respectively, and 27.1 % and 25.1 % for the first six months of fiscal 2026 and 2025, respectively.

In all periods presented, the effective tax rates are higher than the federal statutory tax rate primarily due to state taxes and net unfavorable permanent book-to-tax differences, partially offset by various tax benefits.

The effective tax rates for the second quarter and first six months of fiscal 2026 were increased by estimated foreign withholding tax on the repatriation of earnings of foreign subsidiaries.

The effective tax rates for the second quarter and first six months of fiscal 2025 were increased by changes in unrecognized tax benefits.

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

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

Unrecognized tax benefits were $ 124 million and $ 168 million at March 28, 2026 and September 27, 2025, respectively.

The decrease is primarily due to the settlement of state and local audits during the second quarter of fiscal 2026.

We are currently under examination by the Internal Revenue Service ("IRS") for fiscal years 2021 and 2022.

In the second quarter of fiscal 2026, the IRS issued notices of proposed adjustments related to our foreign-derived intangible income deduction, repairs expenses and research and development tax credits.

The proposed adjustments could result in additional U.S.

federal income tax payments of up to approximately $ 127 million, excluding interest and penalties, if the IRS ultimately prevails on all of its positions.

However, we disagree with the IRS's positions, believe that our tax positions are well documented and properly supported, and intend to defend our positions through the administrative appeals process and litigation, if necessary.

We do not expect the resolution of these matters will have a material impact on our consolidated results of operations, financial position or liquidity.

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 December 27, 2025, the assessment totaled approximately $ 519 million ( 9.3 billion Mexican pesos), which included tax, inflation adjustment, interest and penalties.

At March 28, 2026, the assessment totaled approximately $ 531 million ( 9.4 billion Mexican pesos), which included tax, inflation adjustment, interest and penalties.

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.

5 unchanged sentences

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

Three Months Ended

December 27, 2025 December 28, 2024

Three Months Ended Six Months Ended

March 28, 2026 March 29, 2025 March 28, 2026 March 29, 2025

Net income $ 264 $ 14 $ 354 $ 380

24 unchanged sentences

Class B $ 0.459 $ 0.450 $ 0.927 $ 0.909

Approximately 6 million and 5 million of our stock-based compensation shares were antidilutive for the three months ended December 27, 2025 and December 28, 2024, respectively.

Approximately 5 million and 6 million of our stock-based compensation shares were antidilutive for the three and six months ended March 28, 2026, respectively.

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

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

12 unchanged sentences

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

No significant concentrations of credit risk existed at December 27, 2025.

No significant concentrations of credit risk existed at March 28, 2026.

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

in millions, except soybean meal tons Metric December 27, 2025 September 27, 2025

in millions, except soybean meal tons Metric March 28, 2026 September 27, 2025

Corn Bushels 107 93

11 unchanged sentences

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

Based on market prices as of December 27, 2025, we have net pretax gains of $ 8 million for our commodity contracts, which are expected to be reclassified into earnings within the next twelve months.

Based on market prices as of March 28, 2026, we have net pretax gains of $ 15 million for our commodity contracts, which are expected to be reclassified into earnings within the next twelve months.

Additionally, we have $ 8 million of realized losses related to treasury rate locks in connection with the issuance of the 2029 and 2048 Notes, which will be reclassified to earnings over the lives of these notes.

During the three months ended December 27, 2025 and December 28, 2024, we did not reclassify significant pretax gains or losses into earnings as a result of the discontinuance of cash flow hedges.

During the three and six months ended March 28, 2026 and March 29, 2025, we did not reclassify significant pretax gains or losses into earnings as a result of the discontinuance of cash flow hedges.

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

Three Months Ended

Gain (Loss) Recognized in OCI on Derivatives December 27, 2025 December 28, 2024

Three Months Ended Six Months Ended

Gain (Loss) Recognized in OCI on Derivatives March 28, 2026 March 29, 2025 March 28, 2026 March 29, 2025

Cash flow hedge - derivatives designated as hedging instruments:

5 unchanged sentences

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

Ineffectiveness related to fair value hedges was not significant for the three months ended December 27, 2025, and December 28, 2024.

The following table sets forth the carrying amount of fair value hedge (assets) liabilities as of December 27, 2025 and September 27, 2025 (in millions):

Consolidated Condensed Balance Sheets Classification December 27, 2025 September 27, 2025

Ineffectiveness related to fair value hedges was not significant for the three and six months ended March 28, 2026, and March 29, 2025.

The following table sets forth the carrying amount of fair value hedge (assets) liabilities as of March 28, 2026 and September 27, 2025 (in millions):

Consolidated Condensed Balance Sheets Classification March 28, 2026 September 27, 2025

Inventory $ 9 $ 65

5 unchanged sentences

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

Consolidated Condensed Statements of Income Classification Three Months Ended

December 27, 2025 December 28, 2024

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

March 28, 2026 March 29, 2025 March 28, 2026 March 29, 2025

Cost of Sales $ 12,691 $ 12,474 $ 26,196 $ 25,002

2 unchanged sentences

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

Consolidated Condensed Statements of Income Classification Three Months Ended

December 27, 2025 December 28, 2024

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

March 28, 2026 March 29, 2025 March 28, 2026 March 29, 2025

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

29 unchanged sentences

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

December 27, 2025 Level 1 Level 2 Level 3 Netting (a) Total

March 28, 2026 Level 1 Level 2 Level 3 Netting (a) Total

Other Current Assets:

26 unchanged sentences

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

Additionally, at December 27, 2025, and September 27, 2025, we had $ 28 million and $ 187 million, respectively, of net cash collateral with various counterparties where master netting arrangements exist and held no cash collateral.

Additionally, at March 28, 2026, and September 27, 2025, we had $ 56 million and $ 187 million, respectively, of net cash collateral with various counterparties where master netting arrangements exist and held no cash collateral.

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

Three Months Ended

December 27, 2025 December 28, 2024

Six Months Ended

March 28, 2026 March 29, 2025

Balance at beginning of year $ 27 $ 28

5 unchanged sentences

Balance at end of period $ 30 $ 25

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

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

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

14 unchanged sentences

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

December 27, 2025 September 27, 2025

March 28, 2026 September 27, 2025

Cost Basis Fair

13 unchanged sentences

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

We recognized no direct write-offs or allowances for credit losses in earnings for the three months ended December 27, 2025, and December 28, 2024.

We recognized no direct write-offs or allowances for credit losses in earnings for the six months ended March 28, 2026, and March 29, 2025.

Deferred Compensation Assets

9 unchanged sentences

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

During the first quarter of fiscal 2026, we recorded impairment charges of $ 75 million in Other, net in the Consolidated Statements of Income, related to our equity investments.

In the first quarter of fiscal 2026, we recorded impairment charges of $ 75 million in Other, net in the Consolidated Statements of Income, related to our equity investments.

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.

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 three months ended December 27, 2025 and December 28, 2024.

We did not have any other significant measurements of assets or liabilities at fair value on a nonrecurring basis subsequent to their initial recognition during the six months ended March 28, 2026 and March 29, 2025.

Other Financial Instruments

1 unchanged sentence

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

December 27, 2025 September 27, 2025

March 28, 2026 September 27, 2025

Fair Value Carrying Value Fair Value Carrying Value

2 unchanged sentences

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

Three Months Ended

December 27, 2025 December 28, 2024

Before Tax Tax After Tax Before Tax Tax After Tax

Three Months Ended Six Months Ended

March 28, 2026 March 29, 2025 March 28, 2026 March 29, 2025

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

Derivatives accounted for as cash flow hedges:

8 unchanged sentences

Total other comprehensive income (loss) $ ( 15 ) $ 1 $ ( 14 ) $ 29 $ ( 1 ) $ 28 $ 47 $ ( 8 ) $ 39 $ ( 78 ) $ 2 $ ( 76 )

(a) Before and after tax translation adjustment for the three months ended December 27, 2025 and December 28, 2024 included $ 5 million and $( 7 ) million of Comprehensive Income (Loss) Attributable to Noncontrolling Interests, respectively.

(a) Before and after tax translation adjustment for the three months ended March 28, 2026 included $( 5 ) million of Comprehensive Income (Loss) Attributable to Noncontrolling Interests.

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

The six months ended March 28, 2026 and the three months ended March 29, 2025 did no t include any Comprehensive Income (Loss) Attributable to Noncontrolling Interests.

SEGMENT REPORTING

39 unchanged sentences

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

Three months ended December 27, 2025

Three months ended March 28, 2026

Beef Pork Chicken Prepared Foods International Intersegment Total

$ 5,771 $ 1,609 $ 4,212 $ 2,673 $ 582 $ ( 534 ) $ 14,313

Sales $ 5,205 $ 1,579 $ 4,286 $ 2,511 $ 577 $ ( 505 ) $ 13,653

Segment Cost of Sales 5,388 1,528 3,659 2,046 511 ( 505 )

14 unchanged sentences

Depreciation $ 62 $ 15 $ 132 $ 60 $ 15 $ 9 $ 293

Total Assets 3,621 1,455 11,870 14,617 1,828 2,628 36,019

Additions to property, plant and equipment 18 8 73 35 6 5 145

Three months ended December 28, 2024

Total Assets 3,404 1,603 11,876 14,662 1,774 1,846 35,165

Three months ended March 29, 2025

Beef Pork Chicken Prepared Foods International Intersegment Total

Sales $ 5,335 $ 1,617 $ 4,065 $ 2,473 $ 584 $ ( 451 ) $ 13,623

$ 5,196 $ 1,244 $ 4,141 $ 2,396 $ 566 $ ( 469 ) $ 13,074

Segment Cost of Sales 5,371 1,416 3,623 1,975 486 ( 469 )

1 unchanged sentence

Restructuring and related charges 16 — 21 — 6 —

Plant closure and disposal charges — — 23 — — —

Segment Operating Income (Loss) $ ( 222 ) $ ( 181 ) $ 367 $ 329 $ 48 $ — $ 341

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Interest expense 110

Other, net ( 23 )

Income (Loss) before Income Taxes $ 30

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Depreciation $ 48 $ 16 $ 134 $ 60 $ 19 $ 8 $ 285

Additions to property, plant and equipment 47 9 102 26 9 — 193

Total Assets 3,799 1,514 11,962 14,881 1,770 2,354 36,280

Six months ended March 28, 2026

Beef Pork Chicken Prepared Foods International Intersegment Total

$ 10,976 $ 3,188 $ 8,498 $ 5,184 $ 1,159 $ ( 1,039 ) $ 27,966

Segment Cost of Sales 11,370 3,079 7,312 4,274 1,021 ( 1,039 )

Segment Selling, General and Administrative 41 17 204 220 55 —

Restructuring and related charges 124 1 11 20 ( 1 ) —

Legal contingency accruals — — 16 — 5 —

Segment Operating Income (Loss) $ ( 559 ) $ 91 $ 955 $ 670 $ 79 $ — $ 1,236

Corporate expenses (b)

Amortization ( 108 )

Operating Income (Loss) $ 737

Other (Income) Expense:

Interest income $ ( 21 )

Interest expense 201

Other, net 71

Income (Loss) before Income Taxes $ 486

Beef Pork Chicken Prepared Foods International Unallocated (Corporate) Total

Other segment information:

Depreciation $ 152 $ 30 $ 263 $ 119 $ 30 $ 18 $ 612

Additions to property, plant and equipment 46 21 224 81 17 8 397

(a) Includes $ 90 million and $ 60 million of legal contingency accruals for the Beef and Pork segments, respectively.

(b) Includes $ 3 million of restructuring and related charges.

Six months ended March 29, 2025

Beef Pork Chicken Prepared Foods International Intersegment Total

$ 10,531 $ 2,861 $ 8,206 $ 4,869 $ 1,150 $ ( 920 ) $ 26,697

Segment Cost of Sales 10,676 2,952 7,107 4,039 999 ( 920 )

Segment Selling, General and Administrative 55 17 217 179 51 —

Restructuring and related charges 48 — 32 25 11 —

Plant closure and disposal charges $ — $ — 23 — — —

Segment Operating Income (Loss) $ ( 248 ) $ ( 108 ) $ 827 $ 626 $ 89 $ — $ 1,186

Corporate expenses ( 377 )

Amortization (c)

Operating Income (Loss) $ 680

Other (Income) Expense:

Interest income $ ( 42 )

Interest expense 230

Other, net ( 16 )

Income (Loss) before Income Taxes $ 508

Beef Pork Chicken Prepared Foods International Unallocated (Corporate) Total

Other segment information:

Depreciation $ 102 $ 30 $ 263 $ 122 $ 33 $ 16 $ 566

Additions to property, plant and equipment 79 28 245 69 22 21 464

(a) Includes $ 90 million and $ 60 million of legal contingency accruals for the Beef and Pork segments, respectively, for the six months ended March 28, 2026.

Includes $ 93 million and $ 250 million of legal contingency accruals for the Beef and Pork segments, respectively, for the three and six months ended March 29, 2025.

(b) Includes $ 3 million and $ 6 million of restructuring and related charges for the three and six months ended March 28, 2026, respectively.

(c) Includes $ 6 million and $ 12 million of accelerated amortization related to brand and product line discontinuations for the three and six months ended March 29, 2025, respectively.

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

Three months ended December 27, 2025

Three months ended March 28, 2026

Foodservice (e)

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Total $ 6,367 $ 4,094 $ 1,724 $ 1,468 $ 13,653 $ — $ 13,653

Three months ended December 28, 2024

Three months ended March 29, 2025

Foodservice (e)

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

Six months ended March 28, 2026

Foodservice (e)

International (f)

Industrial and Other (g)

Total External Customers Intersegment Total

Beef $ 5,493 $ 3,009 $ 1,038 $ 1,155 $ 10,695 $ 281 $ 10,976

Pork 958 314 702 500 2,474 714 3,188

Chicken 3,607 3,297 509 1,041 8,454 44 8,498

Prepared Foods 3,068 1,839 130 147 5,184 — 5,184

International — — 1,159 — 1,159 — 1,159

Intersegment — — — — — ( 1,039 ) ( 1,039 )

Total $ 13,126 $ 8,459 $ 3,538 $ 2,843 $ 27,966 $ — $ 27,966

Six months ended March 29, 2025

Foodservice (e)

International (f)

Industrial and Other (g)

Total External Customers Intersegment Total

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

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

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

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

International — — 1,150 — 1,150 — 1,150

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

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

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

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(g) 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.

A dditionally, during the three months ended December 27, 2025, Beef and Pork segments included a $ 90 million and $ 60 million reduction in Other, respectively, due to the recognition of legal contingency ac cruals.

A dditionally, for the six months ended March 28, 2026, the Beef and Pork segments included $ 90 million and $ 60 million , respectively, reduction in Other due to the recognition of legal contingency ac cruals.

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

COMMITMENTS AND CONTINGENCIES

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

The remaining terms of the underlying obligations cover periods up to 6 years, and the maximum potential amount of future payments as of December 27, 2025, was not significant.

The remaining terms of the underlying obligations cover periods up to 6 years, and the maximum potential amount of future payments as of March 28, 2026, was not significant.

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

At December 27, 2025 and September 27, 2025, no significant liabilities for guarantees were recorded.

At March 28, 2026 and September 27, 2025, no significant liabilities for guarantees were recorded.

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

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

The potential maximum commitment as of December 27, 2025 was approximately $ 155 million.

At December 27, 2025 and September 27, 2025, we did not have significant net receivables outstanding under these programs.

The potential maximum commitment as of March 28, 2026 was approximately $ 155 million.

At March 28, 2026 and September 27, 2025, we did not have significant net receivables outstanding under these programs.

When constructing new facilities or making major enhancements to existing facilities, we will occasionally enter into incentive agreements with local government agencies in order to reduce certain state and local tax expenditures.

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

We had no deposits at December 27, 2025 and September 27, 2025.

We had no deposits at March 28, 2026 and September 27, 2025.

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

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

At December 27, 2025, the total amount under these types of arrangements totaled $ 787 million.

At March 28, 2026, the total amount under these types of arrangements totaled $ 806 million.

Contingencies

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

The legal contingency accrual for claims related to the Broiler Antitrust Civil Litigation matters described above was $ 64 million a t December 27, 2025 and September 27, 2025.

During the three months ended December 27, 2025 and December 28, 2024, the Company did not record any contingency accruals for claims related to these matters.

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

At March 28, 2026 and September 27, 2025, the legal contingency accrual for claims related to the Broiler Antitrust Civil Litigation matters described above was $ 46 million and $ 64 million, respectively.

During the three and six months ended March 28, 2026 and March 29, 2025, the Company did not record any contingency accruals for claims related to these matters.

Additionally, during the first six months of fiscal 2026 and fiscal 2025, the Company reduced its total recorded legal contingency accrual by $ 18 million and $ 21 million, respectively, for amounts it had paid related to these matters.

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

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

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

The Company anticipates multiple trials in this matter in various federal districts.

The first of these trials is scheduled to begin in May 2026 and involves civil claims brought by the United States Department of Justice and several state attorneys general against Agri Stats.

The Company is not a party to this trial.

While we believe we have valid and meritorious defenses to the claims that have been made in the Pork Antitrust Civil Litigation, we have entered into and are further exploring the possibility of entering into settlements with plaintiff classes and opt-out plaintiffs in the Pork Antitrust Civil Litigation and related matters as a way to avoid the uncertainty, risk, expense and distraction of protracted litigation.

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This agreement is subject to court approval.

At December 27, 2025 and September 27, 2025, the legal contingency accrual for claims related to the Pork Antitrust Civil Litigation matter described above was $ 206 million and $ 268 million, respectively.

During the three months ended December 27, 2025, the Company increased the contingency accrual for claims related to this matter by $ 60 million and made $ 122 million of payments.

During the three months ended December 28, 2024, the Company did not record any contingency accruals or make any payments for claims related to these matters.

At March 28, 2026 and September 27, 2025, the legal contingency accrual for claims related to the Pork Antitrust Civil Litigation matter described above was $ 144 million and $ 268 million, respectively.

In the first quarter of fiscal 2026, the Company increased the contingency accrual for claims related to this matter by $ 60 million.

Additionally, during the first six months of fiscal 2026, the Company reduced its recorded legal contingency accrual by $ 184 million for amounts paid related to this matter.

During the three and six months ended March 29, 2025, the Company increased the contingency accrual for claims related to this matter by $ 250 million and did not record any payments .

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

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The Court granted preliminary approval to this settlement on December 10, 2025.

The Company paid the settlement on November 26, 2025.

On December 12, 2025, the Company reached an agreement in principle with the direct purchaser plaintiff class to settle their claims in this matter for an aggregate of $ 80 million plus $ 2.5 million in administrative expenses, subject to court approval.

The Company paid the settlement on January 7, 2026.

Also on December 12, 2025, the Company reached an agreement in principle with the commercial and institutional indirect plaintiff class to settle their claims in this matter for an aggregate of $ 47 million, subject to court approval.

10 unchanged sentences

We continue to cooperate with the DOJ with respect to the CIDs.

At December 27, 2025 and September 27, 2025, the legal contingency accrual for claims related to the Beef Antitrust Civil Litigation matter described above was $ 353 million and $ 318 million, respectively.

During the three months ended December 27, 2025, the Company increased the contingency accrual for claims related to this matter by $ 90 million and made $ 55 million of payments.

During the three months ended December 28, 2024, the Company did not record any contingency accruals or make any payments for claims related to these matters.

At March 28, 2026 and September 27, 2025, the legal contingency accrual for claims related to the Beef Antitrust Civil Litigation matter described above was $ 267 million and $ 318 million, respectively.

In the first quarter of fiscal 2026, the Company increased the contingency accrual for claims related to this matter by $ 90 million.

Additionally, during the first six months of fiscal 2026, the Company reduced its recorded legal contingency accrual by $ 141 million for amounts paid related to this matter.

During the three and six months ended March 29, 2025, the Company increased the contingency accrual for claims related to this matter by $ 93 million and did not record any payments .

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.

10 unchanged sentences

In December 2025 and January 2026, three groups comprising in the aggregate of less than 300 individuals who had opted out of the Poultry wage rate litigation class filed complaints against the Company and other Poultry wage rate litigation defendants in the Circuit Courts of Barbour County and Bullock County, Alabama.

The complaints repeat the essential factual allegations from the Poultry wage rate litigation but assert solely state-law claims.

The Company believes it has valid and meritorious defenses against these allegations, and has not recorded any liability for these complaints 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.

The complaints repeat the essential factual allegations from the Poultry wage rate litigation but assert solely state-law claims, and were settled for an immaterial amount.

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

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Notes to the Consolidated Condensed Financial Statements, Note 8:

Income Taxes.

Various claims have been asserted against the Company, its subsidiaries, and its officers and agents by, and on behalf of, team members who claim to have contracted COVID-19 in our facilities.

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

What changed 10-Q

Item 1. Financial Statements