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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

001-14704

(Commission File Number)

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TYSON FOODS, INC.

(Exact name of registrant as specified in its charter)

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Securities Registered Pursuant to Section 12(b) of the Act:

Securities Registered Pursuant to Section 12(g) of the Act: Not Applicable

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

On March 28, 2020, the aggregate market value of the registrant’s Class A Common Stock, $0.10 par value (“Class A stock”), and Class B Common Stock, $0.10 par value (“Class B stock”), held by non-affiliates of the registrant was $16,867,056,474 and $606,699, respectively. Class B stock is not publicly listed for trade on any exchange or market system. However, Class B stock is convertible into Class A stock on a share-for-share basis, so the market value was calculated based on the market price of Class A stock.

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of October 31, 2020.

INCORPORATION BY REFERENCE

Portions of the registrant’s definitive Proxy Statement for the registrant’s Annual Meeting of Shareholders to be held February 11, 2021, are incorporated by reference into Part III of this Annual Report on Form 10-K/A.

EXPLANATORY NOTE

Tyson Foods, Inc. (collectively, the “Company,” “we,” “us,” “our,” “Tyson Foods” or “Tyson”) (NYSE: TSN) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment") to our Annual Report on Form 10-K for the fiscal year ended October 3, 2020, which was filed with the Securities and Exchange Commission (“SEC”) on November 16, 2020 (the “Original Form 10-K”) to make certain changes, as described below.

The Company recently completed an investigation relating to one of its cattle suppliers and determined that this supplier made misrepresentations regarding the number of cattle the supplier had purchased on behalf of the Company's Beef segment. This misappropriation of Company funds by the supplier caused the Company to overstate live cattle inventory in its previously issued annual and interim financial statements. The Company has evaluated the materiality of the misstatements in live cattle inventory and has concluded that they did not, individually or in the aggregate, result in a material misstatement of the Company’s previously issued consolidated financial statements. However, the Company determined it would revise its consolidated financial statements to correct the recording of live cattle inventory in the periods impacted.

Due to the discovery of the misrepresentations by the supplier, the Company re-evaluated the effectiveness of the Company’s internal control over financial reporting (“ICFR”) and identified a material weakness in the Company’s ICFR. As a result, the Company is filing this Amendment to restate management's assessment of the Company’s ICFR and its disclosure controls and procedures to indicate that they were not effective as of October 3, 2020 because of the identification of a material weakness in ICFR. The Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP (“PwC”), has also restated its opinion on the Company’s ICFR to state that the Company’s ICFR as of October 3, 2020 was not effective. This Amendment also reflects the revision of our previously issued financial statements for the fiscal years ended 2020, 2019 and 2018, as well as relevant unaudited interim financial information for the quarterly periods in fiscal 2020 and 2019, to correctly state live cattle inventory described above. For a more detailed description of this revision, refer to the section entitled “Revision” in Part II, Item 8, Notes to the Consolidated Financial Statements, Note 1: Business and Summary of Accounting Policies.

Item 6, Item 7, Item 8 and Item 9A of Part II of the Original Form 10-K are hereby deleted in their entirety and replaced with the Item 6, Item 7, Item 8 and Item 9A included herein. Part IV, Item 15, “Exhibits and Financial Statement Schedules,” also has been amended as required by Rule 12b-15 under the Securities Act of 1934, as amended, to provide new currently dated certifications by the Company’s Chief Executive Officer and Chief Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. The certifications are attached to this Amendment as Exhibits 31.1, 31.2, 32.1 and 32.2. In addition, the Company is filing a new consent of PwC. Accordingly, Item 15 of Part IV of the Original Form 10-K is hereby amended to reflect the filing of the new consent.

Except as described above, this Amendment does not amend, update or change any other items or disclosures in the Original Form 10-K and does not purport to reflect any information or events subsequent to the filing thereof. As such, this Amendment speaks only as of the date the Original Form 10-K was filed, and the Company has not undertaken herein to amend, supplement or update any information contained in the Original Form 10-K to give effect to any subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and any subsequent filings with the SEC.

PART II