Tyson Foods (TSN) 10-K risk factor changes: FY2022 vs FY2021

The [removed: outbreak of the] COVID-19 [removed: global] pandemic and associated responses has had, and [removed: is expected] [added: may] to continue to have, an adverse impact on our business and operations.

The extent that the COVID-19 pandemic continues to impact general economic conditions and our business, operations and results of operations will depend on future developments, which are highly uncertain and are difficult to predict, including, but not limited to, the duration and spread of the [removed: outbreak] [added: pandemic] and additional variants, its severity, the actions to contain the virus or treat its impact, including the distribution and efficacy of vaccines [added: against new variants] and the speed of critical mass adoption of available vaccines, and how quickly and to what extent normal economic and operating conditions can resume.

[removed: The idling and slowdowns impacted our results of operations for fiscal 2021, and] [added: Any] additional [removed: or prolonged idling of facilities or an] extended period of operating at a reduced capacity or more significant reductions in our operations at our facilities could have a material adverse impact on our ability to operate our business and on our results of operations.

We have experienced, and expect to continue to experience, an increase in operating costs in connection with higher costs associated with ensuring the continued health and safety of team [removed: members] [added: members,] including [removed: regular temperature checks, providing additional personal protective equipment] [added: team member costs associated with worker health] and [removed: deep cleaning facilities.][added: availability such as COVID-19 testing and vaccinations.]

There can be no assurance that the health and safety measures we have taken [removed: (which include adding temperature and symptom screening stations for employees prior] [added: with respect] to [removed: entering our facilities, increasing physical distancing of our employees and requiring the vaccination of team members)] [added: COVID-19] will eradicate the risks associated with working in a critical infrastructure industry, including but not limited to, infection of our employees or [removed: the] [added: a] temporary [removed: closure] [added: reduction in the operating capacity] of a facility.

[removed: These] [added: Our] team [removed: members,] [added: members who have tested positive for COVID-19,] and in some [removed: cases] [added: cases,] those working in close contact with diagnosed persons, are required to be quarantined, which has led to a decrease in our available workforce in various locations.

[removed: The] [added: Although while it was in effect this requirement generally improved our ability to operate our business effectively in fiscal 2022, the] decrease in our available workforce [added: during the COVID-19 pandemic] has at times adversely impacted [removed: our ability to operate our business effectively.][added: this ability.]

If a significant percentage of our workforce is unable to work, including because of illness, [removed: travel or government restrictions in connection with COVID-19,] this could have an adverse effect on our operations and results of operations.

In addition, certain of our team members who claim to have tested positive for COVID-19, or their family members, have filed lawsuits seeking compensatory and punitive damages for wrongful death and personal injury claims in several [removed: states.][added: states, and additional team members or family members of team members may assert similar claims as the COVID-19 pandemic continues.]

The spread of COVID-19 [removed: has] [added: and other related supply chain issues have] also disrupted and may continue to disrupt logistics necessary to import, export and deliver products to us and our customers.

[removed: Ports] [added: Many ports] and other channels of entry [removed: have been closed or] [added: are] operating at only a portion of capacity [added: as a result of congestion due to labor] and [added: equipment shortages, and] means of transporting products within regions or countries may be limited for the same reason.

Other supply chain risks associated with the COVID-19 pandemic include but are not limited to shutdowns or reduced operations at our suppliers’ facilities, the continued inability of some of our contract producers to manage their livestock, supply chain disruptions for feed grains, changes in consumer orders due to shifting consumer patterns, changes in livestock and protein market prices, and additional disruptions in logistics or the distribution chain for our [removed: products ,the] [added: products, the] occurrence of any of which may result in a reduction in our fill rates to our customers.

In addition, our operations, or those of independent contract poultry producers and producers who provide the live animals to our production operations, may become more limited in their ability to procure, deliver, or produce our food products because of [removed: transport restrictions related to quarantines or travel bans and the closure of certain of our production facilities.][added: labor shortages.]

As a result of [added: school and in-restaurant dining shutdowns during] the COVID-19 pandemic, each of our segments [added: previously] experienced a shift in demand from foodservice to [removed: retail during 2020.][added: retail.]

While each of our segments has subsequently experienced varying levels of foodservice [removed: recovery and the return of volumes during fiscal 2021,] [added: recovery,] the long-term impact of COVID-19 remains uncertain and will depend on a number of future [removed: developments] [added: developments,] which are uncertain and cannot be predicted at this time.

We may not realize any or all of the anticipated benefits of our financial excellence programs, which may prove to be more difficult, [removed: costly,] [added: costly] or time consuming than expected.

[removed: Beginning] [added: Additionally,] in fiscal [removed: 2022,] [added: 2022] we [removed: are launching] [added: launched] a new productivity program, which is designed to drive a better, faster and more agile organization that is supported by a culture of continuous improvement and faster [removed: decision making.][added: decision-making.]

In addition, we may incur higher costs [removed: associated with reductions in overhead] than [removed: anticipated,] [added: anticipated] and the [removed: reduction in overhead] [added: program impacts] could result in performance shortfalls.

In fiscal [removed: 2021,] [added: 2022,] we sold products to customers in approximately 140 countries.

Major sales markets include Australia, Canada, Central America, Chile, China, the European Union, the United Kingdom, Japan, Mexico, Malaysia, the Middle East, [added: Singapore,] South Korea, Taiwan and Thailand.

Our sales to customers in foreign countries for fiscal [removed: 2021] [added: 2022] totaled [removed: $7.0] [added: $8.3] billion of which [removed: $4.9] [added: $5.8] billion related to export sales from the United States.

In addition, we had approximately [removed: $1,369 million] [added: $1.5 billion] of long-lived assets located in foreign locations, primarily Brazil, China, the European Union, New Zealand and Thailand, at the end of fiscal [removed: 2021.][added: 2022.]

- the ongoing impact of COVID-19, including any resurgence and [removed: variants such as the Delta variant,] [added: new or existing variants,] on the global economy and on consumer demand worldwide; imposition of tariffs, quotas, trade barriers and other trade protection measures imposed by foreign countries regarding the importation of beef, pork, poultry and prepared foods products, in addition to import or export licensing requirements imposed by various foreign [removed: countries;][added: countries.]

- impact of currency exchange rate fluctuations between the United States dollar and foreign currencies, particularly the [added: Australian dollar, the] Brazilian real, the British pound sterling, the Canadian dollar, the Chinese renminbi, the European euro, the [removed: Japanese yen, the Thai baht, the] Malaysian [removed: ringgit and] [added: ringgit,] the Mexican [removed: peso;][added: peso, and the Thai baht;]

- potentially negative consequences from changes in tax laws; [removed: and]

- distribution costs, disruptions in shipping or reduced availability of freight [removed: transportation.][added: transportation; and]

Our business and reputation could suffer if we are unable to protect our information technology systems against, or effectively respond to, [removed: cyber-attacks,] [added: cyber attacks,] other cyber incidents or security breaches or if our information technology systems are otherwise disrupted.

Information technology is an important part of our business [removed: operations] [added: operations,] and we rely on information technology systems to manage business data and increase efficiencies in our production and distribution facilities and inventory management processes.

Like other companies, our information technology systems may be vulnerable to a variety of disruptions, including but not limited to the process of upgrading or replacing software, databases or components thereof, user errors, natural disasters, terrorist attacks, telecommunications failures, computer viruses, [removed: cyber-attacks,] [added: cyber attacks,] hackers, unauthorized access attempts and other security issues.

Attempted [removed: cyber-attacks] [added: cyber attacks] and other cyber incidents are occurring more frequently, are constantly evolving in nature, are becoming more sophisticated and are being made by groups and individuals with a wide range of motives and expertise.

[removed: Although we] [added: We] have in the past experienced, and may in the future face, cyber attacks, other cyber incidents or security breaches, [added: and there can be no assurance that] we [removed: have not experienced anything significant in] [added: will always be able to sufficiently mitigate] the [removed: current year.][added: impacts to our business and operations.]

Any significant failure of our systems, including failures that prevent our systems from functioning as intended or our failure to timely identify or appropriately respond to [removed: cyber-attacks] [added: cyber attacks] or other cyber incidents, could cause transaction errors, processing inefficiencies, loss of customers and sales, have negative consequences on our team members and our business partners, have a negative impact on our operations or business reputation and expose us to liability, litigation and regulatory enforcement actions.

As of October [removed: 2, 2021,] [added: 1, 2022,] Tyson Limited Partnership (the “TLP”) owns 99.985% of the outstanding shares of the [removed: Company's] [added: Company’s] Class B Common Stock, $0.10 par value (“Class B [removed: stock”)] [added: stock”),] and the TLP and members of the Tyson family own, in the aggregate, [removed: 2.28%] [added: 2.27%] of the outstanding shares of the [removed: Company's] [added: Company’s] Class A Common Stock, $0.10 par value (“Class A stock”), giving them, collectively, control of approximately [removed: 71.04%] [added: 71.15%] of the total voting power of the [removed: Company's] [added: Company’s] outstanding voting stock.

As of October [removed: 2, 2021,] [added: 1, 2022,] Mr. John Tyson, Chairman of the Board of Directors, has 33.33% of the general partner percentage interests, and Ms. Barbara Tyson, a director of the Company, has 11.115% general partner percentage interests (the remaining general partnership interests are held by the Donald J.

Corn, soybean meal and other feed ingredients, for instance, represented roughly [removed: 59%] [added: 62%] of our cost of growing a live chicken in fiscal [removed: 2021.][added: 2022.]

The Company’s objective [removed: is] [added: continues] to [added: be to] offset commodity price increases with pricing actions over time.

However, we may not [added: always] be able to increase our product prices enough to sufficiently offset increased raw material costs due to consumer price sensitivity or the pricing postures of our competitors.

Over time, if we are unable to price our products to cover increased costs, to offset operating cost increases with continuous improvement savings or are not successful in our commodity hedging program, then commodity and raw material price [removed: volatility or] increases could materially and adversely affect our profitability, financial condition and results of operations.

Supply of and demand for our products can be adversely impacted by outbreaks of livestock diseases, [added: including African swine fever (“ASF”), Bovine Spongiform Encephalopathy, Foot and Mouth Disease and Highly Pathogenic Avian Influenza (“HPAI”),] which can have a significant impact on our financial results.

Efforts are taken to control disease risks by adherence to good production practices and extensive precautionary [added: biosecurity] measures designed to ensure the health of livestock.

During the pandemic, we experienced slowdowns at certain of our production facilities, primarily due to a decrease in our available workforce, and we anticipate that we may in the future experience additional volatility in our ability to operate our facilities at full utilization rates, depending on a number of factors including team member absenteeism, labor shortages and other workforce disruptions.

In late fiscal 2021, we implemented a requirement for our team members in the U.S. to be fully vaccinated against COVID-19 by November 1, 2021.

We lifted this requirement effective October 31, 2022.

In the fourth quarter of fiscal 2022, the Company approved a restructuring program (the “2022 Program”), which is expected to improve business performance, increase collaboration, enhance team member agility, enable faster decision-making and reduce redundancies.

In conjunction with the 2022 Program, the Company plans to bring together all its corporate team members from the Chicago, Downers Grove and Dakota Dunes area corporate locations to its world headquarters in Springdale, Arkansas, through a phased relocation commencing in early calendar year 2023.

We anticipate the 2022 Program and associated expenses will be substantially complete in our fiscal 2025.

- political and economic conditions, including the ongoing conflicts between Ukraine and Russia;

We have not experienced any significant cyber-related events in the current fiscal year.

In recent years, ASF has impacted hog herds in China, Asia, Europe, and the Caribbean, and if an outbreak of ASF were to occur in the United States, the Company’s supply of hogs and pork could be materially impacted.

HPAI was detected within the United States in 2022 and additional new cases have been recently confirmed in certain states.

Additionally, these large customers may demand more favorable terms that may expose us to greater risks, including uncapped indemnification and no limitation of liability provisions.

Such terms may obligate us to pay significant amounts in connection with potential losses arising from claims and related legal proceedings, and any such claims could also affect our reputation and our relationship with customers.

We generally attempt to limit the maximum amount of indemnification or liability that we could be exposed to under our contracts, but this is not always possible without risking the loss of a customer relationship, particularly with our more significant customers.

In fiscal 2022, we approved a plan to bring together all of our corporate team members from our Chicago, Downers Grove and Dakota Dunes area corporate locations to our world headquarters in Springdale, Arkansas.

While this move is intended to foster closer collaboration, enhance team member agility and enable faster decision-making, thereby improving our ability to execute our business strategy, there can be no assurance that affected team members will agree to relocate on existing compensation arrangements or at all, or that we will not lose skilled members of our workforce, including certain senior management or other key employees, as a result of this consolidation.

Some of our commercial contracts with our customers have uncapped indemnification clauses or no limitation of liability provisions, so any of these occurrences could cause us to pay significant amounts in penalties and spend significant resources, which could have a material adverse effect on our financial results.

While we also benefit from certain indemnification obligations from our customers, such protections may not adequately cover all claims brought against us or cover only a portion of such claim.

Climate change and rising global temperatures may contribute to changing weather patterns, heavier or more frequent storms and wildfires, and increased frequency and severity of natural disasters.

This in turn could lead to increased food insecurity in communities around the world.

These disclosures and goals, and our progress towards these commitments, may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

There can be no assurance that our current disclosures and targets, and the methodologies that we currently use to support our disclosures and progress towards our targets, will satisfy any new regulations and legal requirements in the U.S. and abroad, and the costs of aligning our current disclosures and goals to any new legal requirements may be significant.

In addition, consumer spending may decline at any time for reasons beyond our control, and the risks associated with our businesses may become more acute in periods of a slowing economy or recession, which may reduce consumer confidence and result in a decrease in consumer demand for our products.

Furthermore, inflation, which has significantly risen, has and may continue to increase our operational costs, including labor costs and grain and feed ingredient costs, and continued increases in interest rates in response to concerns about inflation may have the effect of further increasing economic uncertainty and heightening these risks.

As a result, instability and weakness of the U.S. and global economies, including due to the effects caused by disruptions to financial markets, inflation, recession, high unemployment, geopolitical events and other effects caused by the COVID-19 pandemic, and the negative effects on consumers’ spending, may materially negatively affect our business and results of operations.

A prolonged period of reduced consumer spending could have an adverse effect on our business and our results of operations.

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.

At October 1, 2022, the assessment totaled approximately $411 million (8.3 billion Mexican pesos), which includes tax, inflation adjustment, interest and penalties.

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

Based on our analysis of this assessment in accordance with Financial Accounting Standards Board (“FASB”) guidance related to unrecognized tax benefits, we have not recorded a liability related to the issue.

We have experienced, and may experience in the future, slowdowns and temporary idling of certain of our production facilities due to a number of COVID-19 related factors, including implementing additional safety measures, testing of our team members, team member absenteeism, and governmental orders.

During fiscal 2021, we experienced slowdowns at our production facilities.

We anticipate we may experience additional volatility in our ability to operate our facilities at full utilization rates, depending on the factors detailed above.

During fiscal 2021, we incurred direct incremental expenses related to COVID-19 totaling approximately $335 million, which primarily included team member costs associated with worker health and availability, including direct costs for personal protection equipment, production facility sanitization, COVID-19 testing and vaccinations, donations, product downgrades, rendered product and certain professional fees, partially offset by The Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) credits.

Workforce limitations and travel restrictions resulting from COVID-19 and related government actions adversely impacted, and may continue to adversely impact, many aspects of our business.

A number of our team members at various facilities have tested positive for COVID-19.

We expect additional team members or family members of team members may assert similar claims as the COVID-19 pandemic continues.

Governmental authorities at the federal, state and local levels may increase or impose new or stricter social distancing directives, stay-at-home restrictions, travel bans, quarantines, workforce and workplace restrictions or other measures related to COVID-19 variants and resurgences, including any variants such as the Delta variant.

Such actions could cause us to continue to incur additional costs.

- an increase in consumer demand in our retail channel, such as grocery stores, club stores and value stores, which has and may continue to strain our supply chain;

- an inability to effectively implement our marketing and advertising activities to reflect changing consumer shopping habits due to, among other things, reduced in-person shopping and travel restrictions;

In the first quarter of fiscal 2020, the Company approved a restructuring program (the “2020 Program”), which is expected to contribute to the Company's overall strategy of financial fitness through the elimination of overhead and consolidation of certain enterprise functions.

- political and economic conditions;

Any of these occurrences may have an adverse effect on our financial results.

Global average temperatures are gradually increasing due to increased concentration of carbon dioxide and other greenhouse gases in the atmosphere, which may contribute to significant changes in weather patterns around the globe and an increase in the frequency and severity of natural disasters.

Tyson and grown under [removed: three] [added: four] generations of family leadership, the Company has a broad portfolio of products and brands including Tyson®, Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, Aidells®, ibp® and State Fair®.

We continue to [added: proactively] monitor and respond to the evolving nature of the COVID-19 pandemic and its impact to our global business.

[removed: In addition to our] [added: Our] ongoing [removed: internal] COVID-19 task force [added: was] formed for the primary purposes of maintaining the health and safety of our team members, ensuring our ability to operate our processing facilities and maintaining the liquidity of our [removed: business, we have expanded our medical team with the addition of a Chief Medical Officer during fiscal 2021.][added: business.]

The long-term [removed: impact] [added: impacts] of COVID-19 [removed: remains] [added: remain] uncertain and will depend on future developments, including the duration and spread of the pandemic, COVID-19 variants and resurgences, and related actions taken by federal, state and local government officials to prevent and manage disease spread, [added: and effectively distribute and administer vaccinations,] all of which [removed: are uncertain] [added: contain some level of uncertainty] and cannot be [added: easily] predicted.

The health and safety of our team members [removed: is] [added: remains] our top [removed: priority.][added: priority, and we continue to provide a variety of health and safety resources and services to team members and their family members.]

The [removed: major] [added: most significant] challenge we face is the availability of team members to operate our production facilities [removed: due to] [added: as] our production facilities [removed: experiencing] [added: continue to experience] varying levels of [removed: absenteeism and due to labor shortages associated with the economic impact of the pandemic.][added: absenteeism.]

[removed: Our] [added: The Company’s] accounting cycle resulted in a 52-week year for [removed: both] fiscal [removed: 2021] [added: 2022] and [removed: 2019] [added: fiscal 2021] and a 53-week year for fiscal 2020.

[removed: Fiscal 2021 operating] [added: Operating] income [removed: increased] [added: of $4,410 million in fiscal 2022 was up slightly] compared to fiscal [removed: 2020,] [added: 2021,] as [removed: strong Beef] [added: improved Chicken] results [removed: and the gain on the sale of our pet treats business] were [removed: partially] offset by a decline in operating income in the [removed: Chicken and] [added: Beef,] Pork [added: and Prepared Foods] segments.

In fiscal 2021, our [removed: results were] [added: operating income was] impacted by $626 million of charges related to legal contingency accruals, $27 million of charges related to the relocation of a production facility in China, [removed: $17] [added: $23] million of production facilities fire costs, net of insurance proceeds and a $784 million gain on the sale of our pet treats business.

According to the USDA, domestic protein production (beef, pork, chicken and turkey) was relatively flat in fiscal [removed: 2021] [added: 2022] compared to fiscal [removed: 2020.][added: 2021.]

We [removed: will] pursue recovery of these increased costs through pricing.

The Beef segment experienced strong [removed: global demand and ample] [added: demand, sufficient] supply of market-ready [removed: cattle.][added: cattle and increased live cattle costs.]

The Chicken segment experienced strong demand [removed: relative to supply.][added: and increased feed ingredient and other input costs.]

Our total operating margin was [removed: 9.3%] [added: 8.3%] in fiscal [removed: 2021.][added: 2022.]

[removed: -] [added: |] Beef [removed: – 18.0%][added: | | | $ | 16 | | $ | 58 | | $ | 74 | |]

[removed: -] [added: |] Pork [removed: – 5.2%][added: | | | 5 | | | 25 | | | 30 | | |]

[removed: -] [added: |] Chicken [removed: – (4.6)%][added: | | | 6 | | | 2 | | | 8 | | |]

- Prepared Foods – [removed: 16.4%][added: 7.7%]

- In the second quarter of fiscal 2021, we initiated a plan to sell our pet treats business, which [removed: is] [added: was] included in our Prepared Foods segment.

- Beginning in fiscal 2022, we [removed: are launching] [added: launched] a new productivity program, which is designed to drive a better, faster and more agile organization that is supported by a culture of continuous improvement and faster [removed: decision making.][added: decision-making.]

We [removed: are] [added: were] targeting $1 billion in productivity savings by [added: the end of] fiscal 2024, [added: which included more than $400 million in fiscal 2022,] relative to a fiscal 2021 cost baseline.

The execution of this program [removed: will be] [added: is] supported by a program management office that [removed: will ensure] [added: ensures] delivery of key project milestones and [removed: report] [added: reports] on savings achievements connected with the three pillars of the program.

| [added: Net Income Attributable to Tyson | | |] in millions, except per share data | | | | | | | | | [removed: | | | | | | | | |]

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [added: 2020] | | |

| Net income attributable to Tyson | | | $ | [removed: 3,047] [added: 3,238] | | | | | $ | [removed: 2,061 | | | | | |] [added: 3,047] | |

| Net income attributable to Tyson - per diluted share | | | [removed: 8.34 | | | | | | 5.64] [added: 8.92] | | | | | | [added: 8.34] | | |

[removed: 2020] [added: 2022] – Included the following items:

- [removed: $75] [added: $66] million pretax, or [removed: ($0.16)] [added: ($0.14)] per diluted share, of restructuring and related charges.

| | | | [removed: 2021 | | |] [added: 2022] | | | [removed: 2020] | | | [added: 2021] | | | [removed: 2019] [added: 2020] | | |

| Sales | | | $ | [removed: 47,049] [added: 53,282] | | | | | $ | [removed: 43,185] [added: 47,049] | | | | | $ | [removed: 42,405] [added: 43,185] | |

| Change in sales volume | | | [removed: (2.8)] [added: (0.3)] | | % | | | | [removed: 0.7] [added: (2.8)] | | % | | | | | | |

| Change in average sales price | | | [removed: 13.0] [added: 12.3] | | % | | | | [removed: 1.1] [added: 13.0] | | % | | | | | | |

| Sales growth | | | [removed: 8.9] [added: 13.2] | | % | | | | [removed: 1.8] [added: 8.9] | | % | | | | | | |

- Average Sales Price – Sales were positively impacted by higher average sales prices, which accounted for an increase of [removed: $502] [added: $5,809] million.

| Cost of Sales | | | in millions | | | | | | | | | | | | [removed: | | | | | |]

| | | | [removed: 2021 | | |] [added: 2022] | | | [removed: 2020] | | | [removed: 2019] [added: 2021] | | | | | | [added: 2020] | | |

| Cost of sales | | | $ | [removed: 40,523] [added: 46,614] | | | | | $ | [removed: 37,801] [added: 40,523] | | $ | [removed: 37,383 | | | | | |] [added: 37,801] | |

| Gross profit | | | [removed: 6,526 | | | | | | 5,384] [added: 6,668] | | | | | | [added: 6,526] | | | | | |

| Cost of sales as a percentage of sales | | | [removed: 86.1 | | % | | | |] 87.5 | | % | | | | [added: 86.1] | | [added: %] | | | |

- Cost of sales increased [removed: $418] [added: $6,091] million.

Refer to the Company's Annual Report on Form 10-K for the fiscal year ended October 3, 2020 for additional information related to fiscal 2020.

We measure segment profit as operating income (loss).

Sales grew 13% in fiscal 2022 over fiscal 2021 to $53.3 billion largely due to increased sales growth across each of our segments primarily due to higher average sales prices combined with $545 million in legal contingency accruals recognized as a reduction to sales in fiscal 2021.

The higher average sales prices were primarily due to the current inflationary environment and recovery of rapidly rising costs, such as labor, freight and transportation, livestock, feed ingredients and other input costs.

In fiscal 2022, our operating income was impacted by $66 million of restructuring and related charges and $62 million of insurance proceeds, net of costs incurred, related to fires at our production facilities.

All segments experienced inflation in operating costs, especially in labor, freight and transportation and certain materials, and we expect these trends to continue through fiscal 2023.

Additionally, grain and feed ingredient costs have increased substantially, which impacts all of our segments.

The Federal Reserve recently increased interest rates, and it is anticipated that interest rates will continue to rise in the near term.

Our direct exposure to rising interest rates is somewhat tempered given our strong liquidity position in addition to our current debt structure in which nearly all of our borrowings have fixed interest rates.

At October 1, 2022, we had $3.3 billion of liquidity and our current debt was $459 million.

Should we need to issue additional debt or borrow under our existing revolving credit facility, we may be exposed to higher interest rates than our current outstanding borrowings.

The Pork segment experienced reduced domestic availability of live hogs.

The Prepared Foods segment experienced increased costs largely due to the impacts of an inflationary environment.

Additionally, the conflict between Ukraine and Russia has led to economic sanctions against Russia and certain regions of Ukraine and Belarus.

As of October 1, 2022, the impact of this conflict has not had a material direct impact on our consolidated financial performance.

However, the conflict is still ongoing and there are many risks and uncertainties in relation to the conflict that are outside of our control.

If the conflict escalates further or if additional countries join the conflict and additional economic sanctions are imposed, it could have a material impact on our business operations and financial performance.

Additionally, we have experienced some challenges in our supply chain such as volatility of inputs, availability of shipping containers and port congestion.

These challenges impacted our operating costs, but generally, we experienced lower direct incremental costs associated with COVID-19 in fiscal 2022 as compared to fiscal 2021.

- Beef – 12.6%

- Pork – 3.0%

- Chicken – 5.6%

We expect the productivity savings to be recognized in each of our reportable segments as they benefit from the achievements connected with the three pillars of the program.

At this time, we do not anticipate costs associated with this program to be material and capital expenditures associated with automation and other activities are included in our capital expenditure expectations.

We realized more than $700 million of productivity savings in fiscal 2022, which partially offset the impacts of inflationary market conditions, and we now believe we will exceed our $1 billion target in fiscal 2023.

- In the fourth quarter of fiscal 2022, the Company approved a restructuring program, the 2022 Program, which is expected to improve business performance, increase collaboration, enhance team member agility, enable faster decision-making and reduce redundancies.

In conjunction with the 2022 Program, the Company plans to bring together all its corporate team members from the Chicago, Downers Grove and Dakota Dunes area corporate locations to its world headquarters in Springdale, Arkansas, through a phased relocation commencing in early calendar year 2023.

We have recognized $66 million of pretax charges in fiscal 2022 associated with the 2022 Program consisting of severance related costs.

The Company currently anticipates the 2022 Program will result in cumulative pretax charges of approximately $293 million, which consists primarily of severance costs, relocation and related costs, accelerated depreciation, contract and lease terminations and professional and other fees.

The following tables set forth the pretax impact of restructuring and related charges incurred in fiscal 2022 in the Consolidated Statements of Income and the pretax impact by our reportable segments.

For further description refer to Part II, Item 8, Notes to the Consolidated Financial Statements, Note 7: Restructuring and Related Charges.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| in millions | | | | | |

| | | | 2022 | | |

| Cost of Sales | | | $ | 18 | |

| Selling, General and Administrative | | | 48 | | |

| Total Restructuring and related charges, pretax | | | $ | 66 | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

These challenges increased our operating costs during fiscal 2020 and fiscal 2021.

Operationally, we experienced slowdowns and temporary idling of production facilities due to team member absenteeism and choices we made to ensure team member health and safety.

Each of our segments experienced a shift in demand from foodservice to retail during 2020 and have seen varying levels of foodservice recovery and the return of volumes during fiscal 2021.

Additionally, we continue to assess the potential of more permanent impacts to our businesses.

Team Members

To protect our team members, we implement safety measures recommended by the Centers for Disease Control and Prevention (“CDC”) and the Occupational Safety and Health Administration (“OSHA”) in our facilities and coordinate with other health officials as appropriate.

In addition to hiring a Chief Medical Officer, we have added 200 nurse and administrative support staff positions and developed an “always-on” testing strategy rooted in contact tracing.

In August 2021, we announced all domestic team members were required to be fully vaccinated by November 1, 2021.

Customers and Production

Our most significant impacts from COVID-19 relate to channel shifts and lower production.

We are committed to doing our best to ensure the continuity of our business and the availability of our products to customers.

Our production capabilities, including our large scale and geographic proximities, allow us to adapt some of our facilities to the changing demand.

In addition, our production facilities experienced varying levels of production impacts, including reduced volumes, due to the implementation of additional worker health precautions and worker absenteeism.

Supply Chain

Our supply chain has stayed largely intact as we have built contingency plans for redundant supply for our production facilities as well as our external suppliers.

We have been able to leverage our extensive distribution network and large private transportation fleet to help mitigate the impacts of COVID-19.

We have experienced and expect to continue to experience volatility in commodity inputs, which has impacted our input costs, in part due to impacts caused by COVID-19.

Since we also export globally, container availability and port capacities have been among the challenges in meeting the global demand for our products.

Insurance and CARES Act

Although we maintain insurance policies for various risks, we do not believe most COVID-19 impacts will be covered by our policies.

The Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), among other things, includes provisions relating to refundable payroll tax credits, deferral of the employer portion of social security payments, and a number of income tax provisions.

The provisions related to income tax will not have a significant impact on our financial statements.

Overall Financial Condition

We continue to proactively manage the Company and its operations through the pandemic.

We will continue to operate our production facilities with team member health and safety as a top priority.

However, we cannot predict the ultimate impact that COVID-19 will have on our short- and long-term demand at this time, as it will depend on, among other things, the severity and duration of the COVID-19 pandemic.

We generated $3.8 billion of operating cash flows during fiscal 2021.

At October 2, 2021, we had $4.8 billion of liquidity, which included availability under our revolving credit facility and $2.5 billion of cash and cash equivalents.

We have $1.1 billion of current debt.

Combined with the cash expected to be generated from the Company’s operations, we anticipate that we will maintain sufficient liquidity to operate our business, make capital expenditures, pay dividends and address other needs including our ability to meet maturing debt obligations.

Sales grew 9% in fiscal 2021 over fiscal 2020 to $47.0 billion, primarily due to increased average sales prices in each of our segments, partially offset by the impact of an additional week in fiscal 2020.

In fiscal 2020, our results were impacted by $77 million of restructuring and related charges offset by the positive impact of the additional week.

During fiscal 2021, we incurred direct incremental expenses related to COVID-19 totaling approximately $335 million, which were recorded in Cost of Sales in our Consolidated Statements of Income.

During fiscal 2020, we incurred direct incremental expenses related to COVID-19 totaling approximately $540 million, of which approximately $500 million and $40 million were recorded in Cost of Sales and Selling, General and Administrative, respectively, in our Consolidated Statements of Income.

These COVID-19 direct incremental expenses in fiscal 2020 and fiscal 2021 primarily included team member costs associated with worker health and availability and production facility downtime, including direct costs for personal protection equipment, production facility sanitization, COVID-19 testing and vaccinations, donations, product downgrades, rendered product, certain professional fees and $114 million of thank you bonuses to frontline team members in fiscal 2020, which was partially offset by the CARES Act credits.

Due to the nature of these direct incremental COVID-19 expenses, our segments were primarily impacted based on their relative number of team members, absenteeism and the degree of production disruptions they have experienced, and thus, our Beef and Chicken segments incurred a greater proportion of the total costs.

These direct incremental COVID-19 related costs exclude market related impacts that may have been driven in part by COVID-19, including such items as derivatives, deferred compensation investments and other market driven impacts to margin and demand.

Other indirect costs associated with COVID-19 are not reflected in these amounts, including costs associated with raw materials, distribution and transportation, plant underutilization and reconfiguration, premiums paid to cattle producers, and pricing discounts.

We continue to monitor trade and tariff activity as well as COVID-19 and its potential impacts to exports and input costs across all of our segments.

Additionally, all segments experienced increased operating costs in fiscal 2021.

We purchase certain commodities, such as grains and [removed: livestock in the course of] [added: livestock, during] normal operations.

We generally do not hedge [added: anticipated transactions beyond 18 months.]

The following table presents a sensitivity analysis resulting from a hypothetical change of 10% in market prices as of October [removed: 2, 2021] [added: 1, 2022] and October [removed: 3, 2020,] [added: 2, 2021,] on the fair value of open positions.

| Live Cattle | | | $ | [removed: 42] [added: 14] | | | | | $ | [removed: 24] [added: 42] | |

| Lean Hogs | | | [removed: 38] [added: 30] | | | | | | [removed: 19] [added: 38] | | |

| Corn | | | [removed: 24] [added: 40] | | | | | | [removed: 23] [added: 24] | | |

| Soybean Meal | | | [removed: 26] [added: 25] | | | | | | [removed: 28] [added: 26] | | |

At October [removed: 2, 2021,] [added: 1, 2022,] we had variable rate debt of [removed: $11] [added: $2] million with a weighted average interest rate of 3.0%.

A hypothetical 10% increase in interest rates effective at October [removed: 2, 2021,] [added: 1, 2022,] and October [removed: 3, 2020,] [added: 2, 2021,] would have a minimal effect on interest expense.

At October [removed: 2, 2021,] [added: 1, 2022,] we had fixed-rate debt of [removed: $9,337] [added: $8,319] million with a weighted average interest rate of [removed: 4.49%.][added: 4.5%.]

A hypothetical 10% [removed: decrease] [added: change] in interest rates would have [removed: increased] [added: changed] the fair value of our fixed-rate debt by approximately [removed: $154] [added: $215] million at October [removed: 2, 2021,] [added: 1, 2022,] and [removed: $108] [added: $154] million at October [removed: 3, 2020.][added: 2, 2021.]

See Part II, Item 8, Notes to Consolidated Financial Statements, Note [removed: 16:] [added: 15:] Pensions and Other Postretirement Benefits for additional information.

A hypothetical 10% change in foreign exchange rates related to the foreign exchange forward and option contracts would have had a [removed: $13] [added: $25] million and [removed: $54] [added: $13] million impact on pretax income at October [removed: 2, 2021] [added: 1, 2022] and October [removed: 3, 2020,] [added: 2, 2021,] respectively.

At October [removed: 2, 2021] [added: 1, 2022] and October [removed: 3, 2020, 16.3%] [added: 2, 2021, 16.4%] and [removed: 16.5%,] [added: 16.3%,] respectively, of our net accounts receivable balance was due from Walmart Inc. No other single customer or customer group represented 10% or greater of net accounts receivable.

| | | | 2022 | | | | | | 2021 | | |

anticipated transactions beyond 18 months.

| | | | 2021 | | | | | | 2020 | | |

Tyson and grown under [removed: three] [added: four] generations of family leadership, the Company has a broad portfolio of products and brands including Tyson®, Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, Aidells®, ibp® and State Fair®.

Headquartered in Springdale, Arkansas, the Company had approximately [removed: 137,000] [added: 142,000] employees (“team members”) on October [removed: 2, 2021.][added: 1, 2022.]

Through our wholly-owned subsidiary, Cobb-Vantress, [removed: Inc.,] we are one of the leading poultry breeding stock suppliers in the world.

The contribution of each segment to net sales and operating income (loss), and the identifiable assets attributable to each segment, are set forth in Part II, Item 8, Notes to Consolidated Financial Statements, Note [removed: 18:] [added: 17:] Segment Reporting.

In fiscal [removed: 2021,] [added: 2022,] corn, soybean meal and other feed ingredients were major production costs, representing roughly [removed: 59%] [added: 62%] of our cost of growing a live chicken domestically.

Walmart Inc. accounted for [removed: 18.3%] [added: 17.7%] of our fiscal [removed: 2021] [added: 2022] consolidated sales.

No other single customer or customer group represented more than 10% of fiscal [removed: 2021] [added: 2022] consolidated sales.

We sold products in approximately 140 countries [added: and regions] in fiscal [removed: 2021.][added: 2022.]

Major sales markets include Australia, Canada, Central America, Chile, China, the European Union, the United Kingdom, Japan, Mexico, Malaysia, the Middle East, [added: Singapore,] South Korea, Taiwan and Thailand.

- Tyson [removed: Asia-Pacific,] [added: Asia-Pacific] consists of vertically-integrated chicken production operations in Thailand, multi-protein further-processing operations in Malaysia, a beef production operation in Australia, and joint venture interests in two non-consolidated poultry businesses in Malaysia.

Tyson China also sells beef, pork, and [removed: prepared foods] [added: chicken] products imported from Tyson production facilities in the United States and other global operations.

- Tyson [removed: Europe,] [added: Europe] sells chicken products throughout the United Kingdom and Europe produced from our other global operations and co-packer [removed: arrangements,] [added: arrangements] and has a chicken further processing operation in the Netherlands.

- Tyson Mexico Trading Company, a Mexican subsidiary, sells chicken [added: and prepared foods] products primarily from our U.S. operations and co-packer arrangements.

Additional information regarding export sales and long-lived assets located in foreign locations is set forth in Part II, Item 8, Notes to Consolidated Financial Statements, Note [removed: 18:] [added: 17:] Segment Reporting.

Although we have not incurred significant costs or capital expenditures, due to continuing uncertainty surrounding this [removed: issue] [added: issue,] it is premature to speculate on the specific nature of impacts that imposition of greenhouse gas emission controls would have on us and whether such impacts would have a material adverse effect.

Tyson closely monitors developments in this area, and voluntarily sets goals to reduce greenhouse gas emissions in accordance with the Science Based Targets initiative (SBTi) [removed: criteria.][added: criteria, including our ambition to reach net-zero greenhouse gas emissions by 2050.]

We have also partnered with World Resources Institute to assess water risk and develop a water stewardship strategy, completed construction of Tyson Foods Center for Sustainable Broiler Research, [added: and] announced our global forest protection standard following deforestation risk [removed: assessment and achieved a 7.7% reduction in water use against a 2015 baseline year.][added: assessment.]

It also oversees the Company’s key programs and oversees and reviews, at least annually, the Company’s integration of sustainability principles into our business strategy and [removed: decision making.][added: decision-making.]

As of October [removed: 2, 2021,] [added: 1, 2022,] we employed approximately [removed: 137,000] [added: 142,000] team [removed: members.][added: members globally.]

Approximately [removed: 120,000 team members were employed in the United States, of whom approximately 114,000 were employed at production facilities, and approximately 17,000] [added: 18,000] team members were employed in other countries, primarily in Thailand and China.

For fiscal [removed: 2021,] [added: 2022,] our domestic workforce experienced a [removed: 3%] [added: 1%] decrease in retention rate from fiscal [removed: 2020.][added: 2021 primarily driven by macro trends associated with a challenging labor environment.]

Approximately [removed: 33,000] [added: 35,000] team members in the United States were subject to collective bargaining agreements with various labor unions, with approximately [removed: 8%] [added: 2%] of those team members at locations either under negotiation for contract renewal or included under agreements expiring in fiscal [removed: 2022.][added: 2023.]

Approximately [removed: 5,000] [added: 7,000] team members in other countries were subject to collective bargaining agreements.

We believe our overall relations with our workforce [added: in both unionized and non-union settings] are [removed: good.][added: healthy.]

[removed: Health] [added: Health, Safety,] and [removed: Safety][added: Wellbeing]

We maintain a safety culture grounded on the premise of eliminating workplace incidents, risks and [added: identified] hazards.

We created and implemented processes to help [added: identify and] eliminate safety events by reducing their frequency and severity.

Our goal is to reduce Occupational Safety and Health Administration (“OSHA”) recordable incidents [removed: by 10%] year over year.

During fiscal [removed: 2021,] [added: 2022,] our recordable incident rate declined [removed: 1%] [added: 5%] compared to fiscal [removed: 2020.][added: 2021.]

As an expansion of our [removed: We Care workplace safety program] [added: wellbeing culture] and [removed: continued] efforts to boost the overall health and wellness of our workforce, we continue to pilot health clinics near our production facilities, giving team members and their families easier access to high-quality healthcare.

In response to the [added: COVID-19] global [removed: novel coronavirus] pandemic [removed: (“COVID-19” or “pandemic”)] [added: ("COVID-19 pandemic", "COVID-19", "pandemic")] and its related variants, we implemented and continue to implement various [removed: safety] [added: health, safety, and sanitation] measures in all of our facilities.

[removed: We also expanded our medical team with the] [added: In] addition [removed: of a] [added: to our] Chief Medical [removed: Officer position and created over 200 nurse] [added: Officer, we have approximately 600 occupational health nurses] and administrative support staff [removed: positions] to assist [added: in] our [added: ongoing] efforts to protect frontline team members during the COVID-19 pandemic while also enhancing our culture of health, safety and [removed: wellness.][added: wellbeing.]

[removed: In addition, we partnered with third-party experts to assist in our efforts] [added: We continue] to educate our U.S. team members about COVID-19 [removed: vaccines,] [added: vaccines and boosters,] provide our U.S. team members, their families and members of their household access to COVID-19 [removed: vaccines] [added: vaccines, boosters] and case assessment of team members [removed: and their families] affected by the [added: COVID-19] pandemic.

Diversity, Equity and [removed: Inclusion][added: Inclusion (DE&I)]

Our talent strategy [added: and philosophy “Grow With Us”] is focused on attracting the best talent, recognizing and rewarding [removed: their] performance, while continually developing, engaging and retaining [removed: them.][added: our team members.]

We focus on the team member experience, removing barriers to engagement, further modernizing the human [removed: relations] [added: resources] process, focusing on [removed: hourly] [added: frontline] team member retention and continually improving equity and effectiveness of all talent practices.

Consistent with this focus, [removed: in fiscal 2021,] we conducted our [removed: first-ever worldwide] [added: third OneTyson] engagement [removed: survey] [added: survey,] that included [added: corporate and] frontline team members for the purpose of evaluating our [added: team member experience,] internal performance and how we compared to other companies in [removed: various] [added: multiple] areas.

In addition, through our Upward Academy [added: Onsite] Program, we offer English as a second language, [added: high-school equivalency, citizenship,] financial literacy and digital literacy training to all team members.

As of October [removed: 2, 2021,] [added: 1, 2022,] the [added: onsite] program [removed: is] [added: was] operating at [removed: 44] [added: 36] Company locations.

[removed: To complement Upward Academy, we have also launched Upward Pathways, a frontline career development] [added: This] program [removed: that] helps team members further hone professional skills and creates opportunities for our team members to advance to higher-paying, more senior-level positions within the Company through [added: college degrees,] job skills training and workforce certifications at no cost.

We measure segment profit as operating income (loss).

- Holding Agro Industrial S.A., a joint venture in Argentina and Uruguay in which we have a minority interest, is a vertically-integrated chicken processing business.

We have aligned our business priorities with our sustainability strategy by reimagining our people and community impact, driving product responsibility from farm to table and working toward sustaining natural resources and achieving net-zero greenhouse gas emissions.

We are reimagining our people and community impact by enabling workers to succeed while supporting the growth of our communities.

We aim to drive product responsibility from farm to table by delivering value to consumers with high-quality, sustainable, nutritious protein through leading portfolio of products.

Additionally, we are working toward sustaining natural resources and achieving net zero by driving practices in our own operations and supply chains to more sustainably produce protein for a growing population within planetary boundaries.

In fiscal 2022, we announced our partnership with the USDA through a Partnerships for Climate-Smart Commodities grant to support the adoption of sustainable agriculture practices.

With the help of the USDA grant, we plan to execute a five-year program that implements trainings, incentives and verifications to improve farmer and rancher livelihoods, increase carbon sequestration and work to reduce greenhouse gas emissions in our supply chain and beyond.

Approximately 75% of the USDA grant funding for the project will go directly to farmers and ranchers, providing incentive payments and technical assistance to those adopting climate-smart practices, with the remaining 25% supporting program measurement, monitoring, reporting and validating.

Approximately 124,000 team members were employed in the United States, of whom approximately 118,000 were employed at non-corporate sites such as production facilities, warehouses, truck shops, hatcheries and feed mills.

To keep our team members safe, we focus on ensuring that all team members receive appropriate training and equipment.

For example, every production facility team member completes at least 13 hours of compliance, safety and food safety training per year, and new hourly employees receive 120 hours of classroom and on-the-job orientation.

We believe that diversity, equity, and inclusion (“DE&I”) is our strength.

Our Company is diverse and consists of team members with a variety of experiences, backgrounds, beliefs, and lifestyles.

Our workforce consists of approximately 40% women and over 60% minority groups.

We strive to continue cultivating a culture and vision that supports DE&I in every aspect of our business, from recruiting to individual development and team member engagement, with the objective of promoting and retaining talent.

We also believe that having engaged team members with a sense of belonging is paramount to our continued success.

The Company has eight employee-led business resource groups that support our team members and assist with efforts to build a culture of inclusion to ensure that everyone feels respected and valued.

These groups are also strategically engaged to support DE&I initiatives as they are developed and implemented at the enterprise level.

Some of our functional teams have also engaged formal DE&I councils to inform special projects and initiatives and many production facilities routinely host local diversity committees.

To expand access to Upward Academy to all team members, we have also launched Upward Academy online, a frontline career development program.

We have a goal to be the most sought after company within our markets and peer groups.

The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.

We have aligned our business priorities with our sustainability strategy by empowering people, conserving natural resources and innovating smart, responsible agriculture.

We strive to empower people by being a transparent people-first business that values inclusion and equal opportunity, investing in communities, fighting hunger and empowering our team.

We aim to conserve natural resources by conserving water, reducing greenhouse gas emissions, minimizing manufacturing and food waste and designing and using packaging that is reusable, recyclable or compostable.

Additionally, we undertake efforts to innovate smart, responsible agriculture by cultivating a food system that prioritizes sustainable agriculture in our global supply chain through land stewardship, animal welfare, education, transparency and traceability.

To protect our team members, their families and our communities, we require our team members in the U.S. to be fully vaccinated against COVID-19.

We embrace the diversity of our team members, customers, stakeholders and consumers, including their unique backgrounds, experiences, perspectives and talents.

Everyone is valued and appreciated for their distinct contributions to the growth and sustainability of our business.

We strive to cultivate a culture and vision that supports diversity, equity and inclusion in our community and enhances our ability to recruit, develop and retain diverse talent at every level.

In fiscal 2021, we appointed our first Chief Equity, Inclusion and Diversity Officer and established a company-wide Diversity, Equity and Inclusion Council.

We worked to build a highly engaged team by improving the recruitment, retention and advancement of diverse team members year over year.

In fiscal 2021, we reorganized our Business Resource Groups (or “BRGs”) and added three new BRGs: African Ancestry Alliance, Asians & Allies and LatinX.

In fiscal 2021, to support organizations working to combat racial hate crimes and protect the civil and human rights of Asian American and Pacific Islanders, we committed to awarding a series of grants to several national non-profit organizations, including Asian Americans Advancing Justice, Asian Americans Advancing Justice–Chicago and the National Association of Asian American Professionals.

Consistent with our commitment to diversity, we implemented a goal to have at least 80% of our candidate slates for domestic team member positions at the director level and above be diverse.

In fiscal 2021, we exceeded our goal, with approximately 92% of our candidate slates for such domestic positions diverse as of October 2, 2021.

As of October 2, 2021, our domestic workforce identified as approximately 39% gender diverse, approximately 32% white, approximately 28% Hispanic or LatinX, approximately 25% Black or African American, and approximately 10% Asian American and Pacific Islander.

In addition, as of October 2, 2021, approximately 31% of our domestic team members in management roles identified as women and approximately 30% identified as ethnically diverse.

Refer to the description of the Broiler Antitrust Civil Litigation, the [removed: Wage Rate Litigation and the] Broiler Chicken Grower [added: Litigation, the Pork Antitrust Litigation, the Beef Antitrust] Litigation [added: and the Wage Rate Litigation] under the heading “Commitments and Contingencies” in Part II, Item 8, Notes to Consolidated Financial Statements, Note [removed: 21:] [added: 20:] Commitments and Contingencies, which discussion is incorporated herein by reference.

On May 25, 2021, the Court granted preliminary approval of the settlement with the putative direct purchaser class, and [added: on January 10, 2022,] the [added: Court granted] final [removed: fairness hearing is scheduled for January 6, 2022.][added: approval of the settlement with that class.]

On July [removed: 26,] [added: 28,] 2021, the [removed: court] [added: Court] granted preliminary approval of the settlement with the putative commercial and institutional indirect purchaser class, and [added: on February 10, 2022,] the [added: Court granted] final approval [removed: hearing is expected to be held in early 2022.][added: of the settlement with that class.]

As of October [removed: 2, 2021,] [added: 1, 2022,] we had approximately [removed: 137,000] [added: 142,000] team members and, at any time, have various employment practices matters outstanding.

On July 8, 2022, Barber Foods, LLC (“Barber Foods”), an indirect wholly owned subsidiary of the Company, received correspondence from the Environmental Protection Agency (“EPA”) extending an opportunity to confer and negotiate a Consent Agreement and Final Order (“CAFO”) for each of two Barber Foods frozen poultry storage facilities located in Portland, Maine (the “Maine Facilities”).

Included in the correspondence was a proposed CAFO for each facility.

Each proposed CAFO alleges violations of the Clean Air Act resulting from EPA compliance inspections conducted in June 2019 at the Maine Facilities.

The alleged violations include the failure to comply with process safety information requirements, failure to comply with mechanical integrity requirements and failure to adequately identify, evaluate, and control hazards.

The proposed CAFOs set forth a proposed aggregate civil penalty of $541,243 for the alleged violations at the Maine Facilities.

Barber Foods is currently in negotiations with the EPA with respect to the matter.

| | | | For the fiscal year ended | | | October [removed: 2, 2021] [added: 1, 2022] | | | | | |

[removed: ][added: ]

On April [removed: 3, 2021,] [added: 2, 2022,] the aggregate market value of the registrant’s Class A Common Stock, $0.10 par value [removed: ("Class] [added: (“Class] A [removed: stock"),] [added: stock”),] and Class B Common Stock, $0.10 par value [removed: ("Class] [added: (“Class] B [removed: stock"),] [added: stock”),] held by non-affiliates of the registrant was [removed: $21,593,988,086] [added: $25,787,255,792] and [removed: $775,279,] [added: $942,719,] respectively.

Indicate the number of shares outstanding of each of the [removed: issuer’s] [added: registrant’s] classes of common stock, as of October [removed: 30, 2021.][added: 29, 2022.]

| Class A Common Stock, $0.10 Par Value [removed: ("Class] [added: (“Class] A [removed: stock")] [added: stock”)] | | | | | | [removed: 294,770,832] [added: 289,578,956] | | |

Portions of the registrant’s definitive Proxy Statement for the registrant’s Annual Meeting of Shareholders to be held February [removed: 10, 2022,] [added: 9, 2023,] are incorporated by reference into Part III of this Annual Report on Form 10-K.

| Item 1. | | | [removed: [Business](#ia2336518dd464ee3ac72696b3d6a377a_13)] [added: [Business](#iba82265c112649a7b072a99eca4e98cc_13)] | | | [removed: [2](#ia2336518dd464ee3ac72696b3d6a377a_13)] [added: [2](#iba82265c112649a7b072a99eca4e98cc_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#ia2336518dd464ee3ac72696b3d6a377a_16)] [added: Factors](#iba82265c112649a7b072a99eca4e98cc_16)] | | | [removed: [8](#ia2336518dd464ee3ac72696b3d6a377a_16)] [added: [8](#iba82265c112649a7b072a99eca4e98cc_16)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#ia2336518dd464ee3ac72696b3d6a377a_19)] [added: Comments](#iba82265c112649a7b072a99eca4e98cc_19)] | | | [removed: [19](#ia2336518dd464ee3ac72696b3d6a377a_19)] [added: [19](#iba82265c112649a7b072a99eca4e98cc_19)] | | |

| Item 2. | | | [removed: [Properties](#ia2336518dd464ee3ac72696b3d6a377a_22)] [added: [Properties](#iba82265c112649a7b072a99eca4e98cc_22)] | | | [removed: [19](#ia2336518dd464ee3ac72696b3d6a377a_22)] [added: [19](#iba82265c112649a7b072a99eca4e98cc_22)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#ia2336518dd464ee3ac72696b3d6a377a_25)] [added: Proceedings](#iba82265c112649a7b072a99eca4e98cc_25)] | | | [removed: [20](#ia2336518dd464ee3ac72696b3d6a377a_25)] [added: [20](#iba82265c112649a7b072a99eca4e98cc_25)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#ia2336518dd464ee3ac72696b3d6a377a_28)] [added: Disclosures](#iba82265c112649a7b072a99eca4e98cc_28)] | | | [removed: [20](#ia2336518dd464ee3ac72696b3d6a377a_28)] [added: [21](#iba82265c112649a7b072a99eca4e98cc_28)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ia2336518dd464ee3ac72696b3d6a377a_37)] [added: Securities](#iba82265c112649a7b072a99eca4e98cc_37)] | | | [removed: [22](#ia2336518dd464ee3ac72696b3d6a377a_37)] [added: [22](#iba82265c112649a7b072a99eca4e98cc_37)] | | |

| Item 6. | | | [Selected Financial [removed: Data](#ia2336518dd464ee3ac72696b3d6a377a_4947802327236)] [added: Data](#iba82265c112649a7b072a99eca4e98cc_40)] | | | [removed: [23](#ia2336518dd464ee3ac72696b3d6a377a_4947802327236)] [added: [24](#iba82265c112649a7b072a99eca4e98cc_40)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ia2336518dd464ee3ac72696b3d6a377a_43)] [added: Operations](#iba82265c112649a7b072a99eca4e98cc_43)] | | | [removed: [24](#ia2336518dd464ee3ac72696b3d6a377a_43)] [added: [24](#iba82265c112649a7b072a99eca4e98cc_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ia2336518dd464ee3ac72696b3d6a377a_73)] [added: Risk](#iba82265c112649a7b072a99eca4e98cc_79)] | | | [removed: [41](#ia2336518dd464ee3ac72696b3d6a377a_73)] [added: [42](#iba82265c112649a7b072a99eca4e98cc_79)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ia2336518dd464ee3ac72696b3d6a377a_76)] [added: Data](#iba82265c112649a7b072a99eca4e98cc_82)] | | | [removed: [43](#ia2336518dd464ee3ac72696b3d6a377a_76)] [added: [45](#iba82265c112649a7b072a99eca4e98cc_82)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#ia2336518dd464ee3ac72696b3d6a377a_208)] [added: Disclosure](#iba82265c112649a7b072a99eca4e98cc_178)] | | | [removed: [83](#ia2336518dd464ee3ac72696b3d6a377a_208)] [added: [85](#iba82265c112649a7b072a99eca4e98cc_178)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#ia2336518dd464ee3ac72696b3d6a377a_211)] [added: Procedures](#iba82265c112649a7b072a99eca4e98cc_181)] | | | [removed: [83](#ia2336518dd464ee3ac72696b3d6a377a_211)] [added: [85](#iba82265c112649a7b072a99eca4e98cc_181)] | | |

| Item 9B. | | | [Other [removed: Information](#ia2336518dd464ee3ac72696b3d6a377a_214)] [added: Information](#iba82265c112649a7b072a99eca4e98cc_184)] | | | [removed: [84](#ia2336518dd464ee3ac72696b3d6a377a_214)] [added: [86](#iba82265c112649a7b072a99eca4e98cc_184)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ia2336518dd464ee3ac72696b3d6a377a_220)] [added: Governance](#iba82265c112649a7b072a99eca4e98cc_190)] | | | [removed: [84](#ia2336518dd464ee3ac72696b3d6a377a_220)] [added: [86](#iba82265c112649a7b072a99eca4e98cc_190)] | | |

| Item 11. | | | [Executive [removed: Compensation](#ia2336518dd464ee3ac72696b3d6a377a_223)] [added: Compensation](#iba82265c112649a7b072a99eca4e98cc_193)] | | | [removed: [85](#ia2336518dd464ee3ac72696b3d6a377a_223)] [added: [86](#iba82265c112649a7b072a99eca4e98cc_193)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ia2336518dd464ee3ac72696b3d6a377a_226)] [added: Matters](#iba82265c112649a7b072a99eca4e98cc_196)] | | | [removed: [85](#ia2336518dd464ee3ac72696b3d6a377a_226)] [added: [86](#iba82265c112649a7b072a99eca4e98cc_196)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ia2336518dd464ee3ac72696b3d6a377a_229)] [added: Independence](#iba82265c112649a7b072a99eca4e98cc_199)] | | | [removed: [85](#ia2336518dd464ee3ac72696b3d6a377a_229)] [added: [87](#iba82265c112649a7b072a99eca4e98cc_199)] | | |

| Item 14. | | | [Principal [removed: Accounting] [added: Accountant] Fees and [removed: Services](#ia2336518dd464ee3ac72696b3d6a377a_232)] [added: Services](#iba82265c112649a7b072a99eca4e98cc_202)] | | | [removed: [85](#ia2336518dd464ee3ac72696b3d6a377a_232)] [added: [87](#iba82265c112649a7b072a99eca4e98cc_202)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#ia2336518dd464ee3ac72696b3d6a377a_238)] [added: Schedules](#iba82265c112649a7b072a99eca4e98cc_208)] | | | [removed: [85](#ia2336518dd464ee3ac72696b3d6a377a_238)] [added: [87](#iba82265c112649a7b072a99eca4e98cc_208)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#ia2336518dd464ee3ac72696b3d6a377a_247)] [added: Summary](#iba82265c112649a7b072a99eca4e98cc_217)] | | | [removed: [93](#ia2336518dd464ee3ac72696b3d6a377a_247)] [added: [94](#iba82265c112649a7b072a99eca4e98cc_217)] | | |

| [PART I](#iba82265c112649a7b072a99eca4e98cc_10) | | | | | | | | |

| [PART II](#iba82265c112649a7b072a99eca4e98cc_34) | | | | | | | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#iba82265c112649a7b072a99eca4e98cc_4398046513080) | | | [86](#iba82265c112649a7b072a99eca4e98cc_184) | | |

| [PART III](#iba82265c112649a7b072a99eca4e98cc_187) | | | | | | | | |

| [PART IV](#iba82265c112649a7b072a99eca4e98cc_205) | | | | | | | | |

| [PART I](#ia2336518dd464ee3ac72696b3d6a377a_10) | | | | | | | | |

| [PART II](#ia2336518dd464ee3ac72696b3d6a377a_34) | | | | | | | | |

| [PART III](#ia2336518dd464ee3ac72696b3d6a377a_217) | | | | | | | | |

| [PART IV](#ia2336518dd464ee3ac72696b3d6a377a_235) | | | | | | | | |

The following table summarizes our domestic [removed: production] properties as of October [removed: 2, 2021:][added: 1, 2022:]

| Beef Segment Production Facilities | | | 14 | | | | | | — | | | | | | 14 | | | | | | 155,000 head | | | | | | [removed: 78] [added: 79] | | % |

| Pork Segment Production Facilities | | | 7 | | | | | | — | | | | | | 7 | | | | | | [removed: 469,000] [added: 471,000] head | | | | | | [removed: 88] [added: 84] | | % |

| Chicken Segment Operation Facilities | | | 178 | | | | | | [removed: 8] [added: 7] | | | | | | [removed: 186] [added: 185] | | | | | | 47 million head | | | | | | [removed: 79] [added: 83] | | % |

| Prepared Foods Segment Operation Facilities | | | 34 | | | | | | — | | | | | | 34 | | | | | | 73 million pounds | | | | | | [removed: 79] [added: 77] | | % |

The Chicken segment includes [removed: five] [added: two] processing facilities that share facilities with and are included in the Prepared Foods segment in the table above.

Our Prepared Foods facilities process fresh and frozen chicken, turkey, beef, pork and other raw materials into ready-to-eat sandwiches, sandwich components such as flame-grilled hamburgers and Philly steaks, pizza toppings, [removed: branded] [added: raw] and processed meats, appetizers, prepared meals, ethnic foods, flour and corn tortilla products and meat dishes.

The name, title, age (as of October [removed: 2, 2021)] [added: 1, 2022)] and calendar year of initial election to executive office of our executive officers are listed below:

| John H. Tyson | | | | | | Chairman of the Board of Directors | | | | | | [removed: 68] [added: 69] | | | | | | 2011 | | |

| David Bray | | | | | | Group President Poultry | | | | | | [removed: 52] [added: 53] | | | | | | 2021 | | |

| Stewart Glendinning | | | | | | Executive Vice President and Chief Financial Officer | | | | | | [removed: 56] [added: 57] | | | | | | 2017 | | |

| Donnie King | | | | | | President and Chief Executive Officer | | | | | | [removed: 59] [added: 60] | | | | | | 2019 | | |

| Shane Miller | | | | | | Group President Fresh Meats | | | | | | [removed: 52] [added: 53] | | | | | | 2021 | | |

| Jason Nichol | | | | | | Chief Customer Officer | | | | | | [removed: 49] [added: 50] | | | | | | 2021 | | |

| Johanna Söderström | | | | | | Executive Vice President and Chief People Officer | | | | | | [removed: 50] [added: 51] | | | | | | 2020 | | |

| Scott Spradley | | | | | | Executive Vice President and Chief Technology and Automation Officer | | | | | | [removed: 56] [added: 57] | | | | | | 2017 | | |

| Phillip Thomas | | | | | | Vice President, Controller and Chief Accounting Officer | | | | | | [removed: 46] [added: 47] | | | | | | 2020 | | |

| Amy Tu | | | | | | Executive Vice President, Chief Legal Officer and Secretary, Global Governance and Corporate Affairs | | | | | | [removed: 54] [added: 55] | | | | | | 2017 | | |

| John R. Tyson | | | | | | Executive Vice President, Strategy and Chief Sustainability Officer | | | | | | [removed: 31] [added: 32] | | | | | | 2019 | | |

He was employed by J.P. Morgan [added: and] as a private equity and venture capital investor prior to joining the Company.

Effective October 2, 2022, Mr. Glendinning stepped down from his duties as Executive Vice President and Chief Financial Officer to transition to the role of Group President Prepared Foods.

Effective October 2, 2022, Ms. Tu was named President, International and Chief Administrative Officer, expanding her enterprise leadership role of Chief Legal Officer and Secretary, Global Governance and Corporate Affairs.

Effective October 2, 2022, Mr. Tyson was appointed Executive Vice President and Chief Financial Officer to succeed Mr. Glendinning.

Mr. Tyson maintains his responsibilities for corporate development, strategy and sustainability concurrently with his appointment to Chief Financial Officer.

| Chris Langholz | | | | | | Group President International | | | | | | 58 | | | | | | 2020 | | |

| Noelle O'Mara | | | | | | Group President Prepared Foods | | | | | | 42 | | | | | | 2019 | | |

Chris Langholz was appointed Group President, International in October 2021 after serving as President, International since February 2020.

Mr. Langholz was President of Cargill Asia Pacific and President of International Protein prior to joining the Company.

Noelle O'Mara was appointed Group President, Prepared Foods in August 2019 after serving as Chief Marketing Officer since April 2019, having previously served as General Manager and Senior Vice President, Tyson Brands Deli and Innovation since 2018, Senior Vice President and General Manager Jimmy Dean Brands since 2017 and Vice President, Emerging Brands Innovation since joining the company in 2016.

Ms. O'Mara was employed at Kraft Foods Group prior to joining the Company.

As of October [removed: 30, 2021,] [added: 29, 2022,] there were approximately [removed: 23,000] [added: 24,000] holders of record of our Class A stock and six holders of record of our Class B stock.

In fiscal [removed: 2021,] [added: 2022,] the annual dividend rate for Class A stock was [removed: $1.78] [added: $1.84] per share and the annual dividend rate for Class B stock was [removed: $1.60] [added: $1.656] per share.

Effective November [removed: 12, 2021,] [added: 11, 2022,] the Board of Directors increased the quarterly dividend previously declared on August [removed: 12, 2021,] [added: 11, 2022,] to [removed: $0.46] [added: $0.48] per share on our Class A common stock and [removed: $0.414] [added: $0.432] per share on our Class B common stock.

The increased quarterly dividend is payable on December 15, [removed: 2021,] [added: 2022,] to shareholders of record at the close of business on December 1, [removed: 2021.][added: 2022.]

The Board also declared a quarterly dividend of [removed: $0.46] [added: $0.48] per share on our Class A common stock and [removed: $0.414] [added: $0.432] per share on our Class B common stock, payable on March 15, [removed: 2022,] [added: 2023,] to shareholders of record at the close of business on March 1, [removed: 2022.][added: 2023.]

We anticipate the remaining quarterly dividends in fiscal [removed: 2022] [added: 2023] will be [removed: $0.46] [added: $0.48] and [removed: $0.414] [added: $0.432] per share of our Class A and Class B stock, respectively.

This results in an annual dividend rate in fiscal [removed: 2022] [added: 2023] of [removed: $1.84] [added: $1.92] for Class A shares and [removed: $1.656] [added: $1.728] for Class B shares, or a [removed: 3%] [added: 4%] increase compared to the fiscal [removed: 2021] [added: 2022] annual dividend rate.

(2)We purchased [removed: 215,951] [added: 114,442] shares during the period that were not made pursuant to our previously announced stock repurchase program but were purchased to fund certain Company obligations under our equity compensation plans.

These transactions included [removed: 209,579] [added: 110,604] shares purchased in open market transactions and [removed: 6,372] [added: 3,838] shares withheld to cover required tax withholdings on the vesting of restricted stock.

[removed: ][added: ]

The total cumulative return on investment (change in the year-end stock price plus reinvested dividends), which is based on the stock price or composite index at the end of fiscal [removed: 2016,] [added: 2017,] is presented for each of the periods for the Company, the S&P 500 Index and our peer group.

The information in this [removed: "Performance Graph"] [added: “Performance Graph”] section shall not be deemed to be [removed: "soliciting material"] [added: “soliciting material”] or to be [removed: "filed"] [added: “filed”] with the [removed: Securities and Exchange Commission] [added: SEC] or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Securities Exchange Act of 1934.

| Jul. 3, 2022 to Jul. 30, 2022 | | | 45,951 | | | | | | $ | 84.05 | | — | | | | | | 11,957,990 | | |

| Jul. 31, 2022 to Sept. 3, 2022 | | | 49,180 | | | | | | 82.91 | | | — | | | | | | 11,957,990 | | |

| Sept. 4, 2022 to Oct. 1, 2022 | | | 19,311 | | | | | | 73.57 | | | — | | | | | | 11,957,990 | | |

| Total | | | 114,442 | | | | | | $ | 81.79 | | — | | | | | | 11,957,990 | | |

| | | | | | | | | | 9/30/17 | | | | | | 9/29/18 | | | | | | 9/28/19 | | | | | | 10/3/20 | | | | | | 10/2/21 | | | | | | 10/1/22 | | |

| Tyson Foods, Inc. | | | | | | | | | $ | 100.00 | | | | | $ | 85.94 | | | | | $ | 125.67 | | | | | $ | 89.62 | | | | | $ | 121.28 | | | | | $ | 104.37 | |

| S&P 500 Index | | | | | | | | | 100.00 | | | | | | 117.90 | | | | | | 121.61 | | | | | | 140.13 | | | | | | 185.04 | | | | | | 154.59 | | |

| Peer Group | | | | | | | | | 100.00 | | | | | | 101.31 | | | | | | 118.72 | | | | | | 122.02 | | | | | | 136.50 | | | | | | 151.97 | | |

| Jul. 4, 2021 to Jul. 31, 2021 | | | 49,469 | | | | | | $ | 72.62 | | — | | | | | | 18,851,028 | | |

| Aug. 1, 2021 to Sept. 4, 2021 | | | 135,762 | | | | | | 78.42 | | | — | | | | | | 18,851,028 | | |

| Sept. 5, 2021 to Oct. 2, 2021 | | | 30,720 | | | | | | 76.43 | | | — | | | | | | 18,851,028 | | |

| Total | | | 215,951 | | | | | | $ | 76.81 | | — | | | | | | 18,851,028 | | |

| | | | | | | | | | 10/1/16 | | | | | | 9/30/17 | | | | | | 9/29/18 | | | | | | 9/28/19 | | | | | | 10/3/20 | | | | | | 10/2/21 | | |

| Tyson Foods, Inc. | | | | | | | | | $ | 100.00 | | | | | $ | 95.76 | | | | | $ | 82.30 | | | | | $ | 120.34 | | | | | $ | 85.83 | | | | | $ | 116.14 | |

| S&P 500 Index | | | | | | | | | 100.00 | | | | | | 118.62 | | | | | | 139.85 | | | | | | 144.25 | | | | | | 166.22 | | | | | | 219.48 | | |

| Peer Group | | | | | | | | | 100.00 | | | | | | 99.69 | | | | | | 101.00 | | | | | | 118.35 | | | | | | 121.64 | | | | | | 136.07 | | |

| | | | Three years ended October [removed: 2, 2021] [added: 1, 2022] | | | | | | | | | | | | | | |

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Sales | | | $ | [removed: 47,049] [added: 53,282] | | | | | $ | [removed: 43,185] [added: 47,049] | | | | | $ | [removed: 42,405] [added: 43,185] | |

| Cost of Sales | | | [removed: 40,523] [added: 46,614] | | | | | | [removed: 37,801] [added: 40,523] | | | | | | [removed: 37,383] [added: 37,801] | | |

| Gross Profit | | | [removed: 6,526] [added: 6,668] | | | | | | [removed: 5,384] [added: 6,526] | | | | | | [removed: 5,022] [added: 5,384] | | |

| Selling, General and Administrative | | | [removed: 2,130] [added: 2,258] | | | | | | [removed: 2,376] [added: 2,130] | | | | | | [removed: 2,252] [added: 2,376] | | |

| Operating Income | | | [removed: 4,396] [added: 4,410] | | | | | | [removed: 3,008] [added: 4,396] | | | | | | [removed: 2,770] [added: 3,008] | | |

| Interest income | | | [removed: (8)] [added: (17)] | | | | | | [removed: (10)] [added: (8)] | | | | | | [removed: (11)] [added: (10)] | | |

| Interest expense | | | [removed: 428] [added: 365] | | | | | | [removed: 485] [added: 428] | | | | | | [removed: 462] [added: 485] | | |

| Other, net | | | [removed: (65)] [added: (87)] | | | | | | [removed: (131)] [added: (65)] | | | | | | [removed: (55)] [added: (131)] | | |

| Total Other (Income) Expense | | | [removed: 355] [added: 261] | | | | | | [removed: 344] [added: 355] | | | | | | [removed: 396] [added: 344] | | |

| Income before Income Taxes | | | [removed: 4,041] [added: 4,149] | | | | | | [removed: 2,664] [added: 4,041] | | | | | | [removed: 2,374] [added: 2,664] | | |

| Income Tax Expense | | | [removed: 981] [added: 900] | | | | | | [removed: 593] [added: 981] | | | | | | [removed: 381] [added: 593] | | |

| Net Income | | | [removed: 3,060] [added: 3,249] | | | | | | [removed: 2,071] [added: 3,060] | | | | | | [removed: 1,993] [added: 2,071] | | |

| Less: Net Income Attributable to Noncontrolling Interests | | | [removed: 13] [added: 11] | | | | | | [removed: 10] [added: 13] | | | | | | [removed: 13] [added: 10] | | |

| Net Income Attributable to Tyson | | | $ | [removed: 3,047] [added: 3,238] | | | | | $ | [removed: 2,061] [added: 3,047] | | | | | $ | [removed: 1,980] [added: 2,061] | |

| Class A Basic | | | [removed: 293] [added: 290] | | | | | | 293 | | | | | | 293 | | |

| Diluted | | | [removed: 365] [added: 363] | | | | | | 365 | | | | | | [removed: 366] [added: 365] | | |

| Class A Basic | | | $ | [removed: 8.57] [added: 9.18] | | | | | $ | [removed: 5.79] [added: 8.57] | | | | | $ | [removed: 5.56] [added: 5.79] | |

| Class B Basic | | | $ | [removed: 7.70] [added: 8.25] | | | | | $ | [removed: 5.21] [added: 7.70] | | | | | $ | [removed: 4.99] [added: 5.21] | |

| Diluted | | | $ | [removed: 8.34] [added: 8.92] | | | | | $ | [removed: 5.64] [added: 8.34] | | | | | $ | [removed: 5.40] [added: 5.64] | |

| Net Income | | | $ | [removed: 3,060] [added: 3,249] | | | | | $ | [removed: 2,071] [added: 3,060] | | | | | $ | [removed: 1,993] [added: 2,071] | |

| Derivatives accounted for as cash flow hedges | | | [removed: 2] [added: 1] | | | | | | [removed: 9] [added: 2] | | | | | | [removed: (15)] [added: 9] | | |

| Investments | | | [removed: (1)] [added: (7)] | | | | | | [removed: 1] [added: (1)] | | | | | | [removed: 2] [added: 1] | | |

| Currency translation | | | [removed: 17] [added: —] | | | | | | [removed: (29)] [added: —] | | | | | | [removed: (23)] [added: (1)] | | | [added: | | | — | | | | | | (35) | | | | | | — | | | | | | (36) | | |]

| Postretirement benefits | | | [removed: (11)] [added: 43] | | | | | | [removed: (43)] [added: (11)] | | | | | | [removed: (66)] [added: (43)] | | |

| Total Other Comprehensive Income (Loss), Net of Taxes | | | [removed: 7] [added: (125)] | | | | | | [removed: (62)] [added: 7] | | | | | | [removed: (102)] [added: (62)] | | |

| Comprehensive Income | | | [removed: 3,067] [added: 3,124] | | | | | | [removed: 2,009] [added: 3,067] | | | | | | [removed: 1,891] [added: 2,009] | | |

| Less: Comprehensive Income Attributable to Noncontrolling Interests | | | [removed: 13] [added: 11] | | | | | | [removed: 10] [added: 13] | | | | | | [removed: 13] [added: 10] | | |

| Comprehensive Income Attributable to Tyson | | | $ | [removed: 3,054] [added: 3,113] | | | | | $ | [removed: 1,999] [added: 3,054] | | | | | $ | [removed: 1,878] [added: 1,999] | |

| October [removed: 2, 2021,] [added: 1, 2022,] and October [removed: 3, 2020] [added: 2, 2021] | | | | | | | | | | | |

| | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | |

| Cash and cash equivalents | | | $ | [removed: 2,507] [added: 1,031] | | | | | $ | [removed: 1,420] [added: 2,507] | |

| Accounts receivable, net | | | [removed: 2,400] [added: 2,577] | | | | | | [removed: 1,952] [added: 2,400] | | |

| Inventories | | | [removed: 4,382] [added: 5,514] | | | | | | [removed: 3,859] [added: 4,382] | | |

| Other current assets | | | [removed: 533] [added: 508] | | | | | | [removed: 367] [added: 533] | | |

| Total Current Assets | | | [removed: 9,822] [added: 9,630] | | | | | | [removed: 7,598] [added: 9,822] | | |

| Net Property, Plant and Equipment | | | [removed: 7,837] [added: 8,685] | | | | | | [removed: 7,596] [added: 7,837] | | |

| Goodwill | | | [removed: 10,549] [added: 10,513] | | | | | | [removed: 10,899] [added: 10,549] | | |

| Intangible Assets, net | | | [removed: 6,519] [added: 6,252] | | | | | | [removed: 6,774] [added: 6,519] | | |

| Currency translation | | | (162) | | | | | | 17 | | | | | | (29) | | |

| | | | Three years ended October 1, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Three years ended October 1, 2022 | | | | | | | | | | | | | | |

| Net income | | | $ | 3,249 | | | | | $ | 3,060 | | | | | $ | 2,071 | |

| Gain on disposition of business | | | — | | | | | | (784) | | | | | | — | | |

| | | | 2022 | | | | | | 2021 | | |

| | | | 2022 | | | | | | 2021 | | |

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.

Disclosure of rollforward information is effective for fiscal years after December 15, 2023, our fiscal 2025.

Early adoption is permitted and the retrospective transition method should be applied for all amendments except rollforward information, which should be applied prospectively.

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.

On November 1, 2022, we completed the acquisition of a Saudi Arabia-based Tanmiah Food Company, through which we will acquire a 60% equity stake in Supreme Foods Processing Company, a producer and distributor of value-added and cooked chicken and beef products, and a 15% equity stake in Agricultural Development Company, a fully integrated poultry company, for a total purchase price of approximately $70 million.

We are accounting for the investment under the equity method.

| | | | 2022 | | | | | | 2021 | | |

| | | | 17,893 | | | | | | 16,516 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance at October 1, 2022 (a) | | | $ | 676 | | | | | $ | 423 | | | | | $ | 3,273 | | | | | $ | 5,784 | | | | | $ | 357 | | | | | $ | — | | | | | $ | 10,513 | |

(a) Included in goodwill as of October 1, 2022, October 2, 2021 and October 3, 2020, are accumulated impairment losses of $560 million in Beef and $57 million in International/Other.

| | | | 2022 | | | | | | 2021 | | |

2022 Program

In the fourth quarter of fiscal 2022, the Company approved a restructuring program (the “2022 Program”), which is expected to improve business performance, increase collaboration, enhance team member agility, enable faster decision-making and reduce redundancies.

In conjunction with the 2022 Program, the Company plans to bring together all its corporate team members from the Chicago, Downers Grove and Dakota Dunes area corporate locations to its world headquarters in Springdale, Arkansas, through a phased relocation commencing in early calendar year 2023.

We anticipate the 2022 Program and associated expenses will be substantially complete in our fiscal 2025.

The following table reflects the total pretax anticipated expenses associated with the 2022 Program (in millions):

| | | | Beef | | | Pork | | | Chicken | | | Prepared Foods | | | International/Other | | | Total | | | | | |

| Severance costs | | | $ | 24 | | $ | 9 | | $ | 7 | | $ | 52 | | $ | 8 | | $ | 100 | | | | |

| Relocation and related costs | | | 37 | | | 16 | | | — | | | 63 | | | 1 | | | 117 | | | | | |

| Accelerated depreciation | | | 9 | | | 4 | | | 1 | | | 18 | | | — | | | 32 | | | | | |

| Contract and lease terminations | | | — | | | — | | | — | | | 31 | | | — | | | 31 | | | | | |

| Professional and other fees | | | 4 | | | 1 | | | — | | | 7 | | | 1 | | | 13 | | | | | |

| Total 2022 Program | | | $ | 74 | | $ | 30 | | $ | 8 | | $ | 171 | | $ | 10 | | $ | 293 | | | | |

Restructuring costs include severance expenses, and related charges include costs directly associated with the 2022 Program such as relocation, contract and lease terminations, professional fees and accelerated depreciation resulting from the closure of facilities.

We anticipate that $50 million and $243 million of the total pretax anticipated expense will be recorded in Cost of Sales and Selling, General and Administrative, respectively, in our Consolidated Statements of Income.

Included in the table above are $264 million of charges that have resulted or will result in cash outflows and $29 million in non-cash charges.

| | | | Beef | | | Pork | | | Chicken | | | Prepared Foods | | | International/Other | | | Total | | | | | |

| Severance costs | | | $ | 16 | | $ | 5 | | $ | 6 | | $ | 36 | | $ | 3 | | $ | 66 | | | | |

| Relocation and related costs | | | — | | | — | | | — | | | — | | | — | | | — | | | | | |

| Accelerated depreciation | | | — | | | — | | | — | | | — | | | — | | | — | | | | | |

| Contract and lease terminations | | | — | | | — | | | — | | | — | | | — | | | — | | | | | |

| Professional and other fees | | | — | | | — | | | — | | | — | | | — | | | — | | | | | |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Business combination and other | | | | | | | | | (6) | | | | | | | | | | | | (9) | | | | | | | | | | | | 126 | | |

| Gain on dispositions of businesses | | | (784) | | | | | | — | | | | | | (17) | | |

| Acquisitions, net of cash acquired | | | — | | | | | | — | | | | | | (2,462) | | |

As of October 3, 2020, no restricted cash was included within Other current assets in the Consolidated Balance Sheets

Risks and Uncertainties

We have considered the impact of the global novel coronavirus pandemic (“COVID-19” or “pandemic”) on our consolidated financial statements.

In addition to the COVID-19 impacts already experienced, there likely will be future impacts, the extent of which is uncertain and largely subject to whether the severity worsens or duration lengthens.

These impacts could include but may not be limited to risks and uncertainty related to worker availability, our ability to operate production facilities, demand-driven production facility idling, shifts in demand between sales channels and market volatility in our supply chain.

Consequently, this may subject us to future risk of material goodwill, intangible and long-lived asset impairments, increased allowance for credit losses, and adjustments for inventory and market volatility for items subject to fair value measurements such as derivatives and investments.

In June 2016, the FASB issued guidance that provides more decision-useful information about the expected credit losses on financial instruments and changes the loss impairment methodology.

For available-for-sale debt securities previously impaired, the amendments should be applied prospectively; otherwise, the modified-retrospective transition method should be applied.

We adopted this guidance in the first quarter of fiscal 2021 using the modified retrospective transition method.

Prior periods were not adjusted and, based on our implementation assessment, no cumulative-effect adjustment was made to the opening balance of retained earnings.

For further description of our policies for accounts receivable and investments refer to Note 1: Business and Summary of Significant Accounting Policies and to Note 14: Fair Value Measurements for available-for-sale debt securities.

On June 3, 2019, we acquired the Thai and European operations of BRF S.A. ("Thai and European operations") for $326 million, net of cash acquired, subject to certain adjustments, as a part of our growth strategy to expand offerings of value-added protein in global markets.

Its results, subsequent to the acquisition closing, are included in International/Other for segment presentation.

The purchase price allocation included $262 million of net working capital, including $56 million of cash acquired, $89 million of Property, Plant and Equipment, $47 million of Goodwill, $23 million of Intangible Assets, $24 million of Other Liabilities, $8 million of Deferred Income Taxes and $7 million of Noncontrolling Interest.

Intangible Assets included customer relationships which will be amortized over a life of 7 years.

During fiscal 2020, we recorded measurement period adjustments, which increased Goodwill by $46 million, including a reduction to net working capital of $45 million, a reduction to Property, Plant and Equipment of $4 million, and a decrease in Deferred Income Taxes of $3 million.

On November 30, 2018, we acquired all of the outstanding common stock of MFG (USA) Holdings, Inc. and McKey Luxembourg Holdings S.à.r.l.

(“Keystone Foods”) from Marfrig Global Foods ("Marfrig") for $2.3 billion in cash, subject to certain adjustments.

The acquisition was accounted for using the acquisition method of accounting and the results of Keystone Foods' domestic and international results, subsequent to the acquisition closing, are included in our Chicken segment and International/Other, respectively.

The following table summarizes the purchase price allocation for Keystone Foods and fair values of the assets acquired and liabilities assumed at the acquisition date (in millions):

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Cash and cash equivalents | | | | | | $ | 186 | |

| Accounts receivable | | | | | | 106 | | |

| Inventories | | | | | | 257 | | |

| Goodwill | | | | | | 1,120 | | |

| Accounts payable | | | | | | (208) | | |

| Deferred Income Taxes | | | | | | (177) | | |

| Noncontrolling Interests | | | | | | (122) | | |

| Net assets acquired | | | | | | $ | 2,266 | |

The fair value of identifiable intangible assets primarily consisted of customer relationships with a weighted average life of 25 years.

As a result of the acquisition, we recognized a total of $1,120 million of goodwill.

The purchase price was assigned to assets acquired and liabilities assumed based on their estimated fair values as of the date of acquisition, and any excess was allocated to goodwill, as shown in the table above.

Based on that evaluation, the CEO and CFO concluded that, as of October [removed: 2, 2021,] [added: 1, 2022,] our disclosure controls and procedures were effective.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting as of October [removed: 2, 2021.][added: 1, 2022.]

Based on this evaluation under the framework in *Internal Control - Integrated Framework* (2013) issued by COSO, management concluded the Company’s internal control over financial reporting was effective as of October [removed: 2, 2021.][added: 1, 2022.]

The Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, who has audited the fiscal [removed: 2021] [added: 2022] financial statements included in this Annual Report on Form 10-K, has also audited the effectiveness of the Company’s internal control over financial reporting as of October [removed: 2, 2021] [added: 1, 2022] as stated in its report which appears in Part II, Item 8 of this Annual Report on Form 10-K.

There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1934 Act) during the quarter ended October [removed: 2, 2021] [added: 1, 2022] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Remediation of Previously Reported Material Weakness in Internal Control Over Financial Reporting

During the first quarter of fiscal 2021, we identified and disclosed a material weakness in our internal control over financial reporting over the existence of live cattle inventory.

Specifically, we did not design and maintain effective controls to verify the existence of Company inventory in the custody of third-party live cattle suppliers and appropriately perform the live cattle inventory reconciliation and review at the designed level of precision.

To remediate the material weakness described above, we designed and implemented a control requiring the inspection and physical verification of live cattle at third-party feedyards as well as conducted training on the execution of the Company’s key control regarding the reconciliation and review of live cattle inventory, including the sufficient review based on defined thresholds.

During the fourth quarter of fiscal 2021, we successfully completed the testing necessary to conclude that the material weakness has been remediated.

Entry into Material Definitive Agreement (Information Required Under Item 1.01 of Form 8-K):

On November 9, 2022, the Company entered into an amendment (the “SOFR Amendment”) of its existing $2.25 billion revolving credit facility dated September 30, 2021 with certain subsidiaries of the Company from time to time party thereto as subsidiary borrowers, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, to change the reference rate for certain loans from the London interbank offered rate (commonly referred to as LIBOR) to a rate based either on Term SOFR or Daily Simple SOFR (each as defined in the SOFR Amendment), as applicable.

All other terms and conditions of the revolving credit facility remain in full force and effect.

The foregoing description of the SOFR Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the SOFR Amendment, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference.

*Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant (Information Required Under Item 2.03 of Form 8-K)*

The information set forth above under Item 1.01 is incorporated herein by reference.

None.

PART III

None.

PART III

See information set forth under the captions “Election of Directors” and [removed: "Board] [added: “Board] of Directors and Corporate Governance [removed: Information"] [added: Information”] in the Company’s definitive Proxy Statement for the Company’s Annual Meeting of Shareholders to be held February [removed: 10, 2022] [added: 9, 2023] (the “Proxy Statement”), which information is incorporated herein by reference.

We have a code of ethics as defined in Item 406 of Regulation S-K, which applies to all of our directors and team members, including our principal executive [removed: officers,] [added: officer,] principal financial officer, principal accounting officer or controller, and persons performing similar functions.

We will post any amendments to the Code of Conduct, and any waivers that are required to be disclosed by the rules of either the [removed: Securities and Exchange Commission] [added: SEC] or the New York Stock Exchange, on our website.

The information required by this item regarding delinquent filers pursuant to Item 405 of Regulation S-K will be included under the caption “Delinquent Section 16(a) Reports” in the Proxy Statement and is incorporated by reference herein.

See the information set forth under the captions “Executive Compensation,” “Director Compensation For Fiscal Year [removed: 2021,”] [added: 2022,”] “Compensation Discussion and Analysis,” “Report of the Compensation and Leadership Development Committee” and [removed: "Compensation] [added: “Compensation] Committee Interlocks and Insider Participation” in the Proxy Statement, which information is incorporated herein by reference.

The following information reflects certain information about our equity compensation plans as of October [removed: 2, 2021:][added: 1, 2022:]

(a) Shares of Class A Common Stock available for future issuance as of October [removed: 2, 2021,] [added: 1, 2022,] under the Stock Incentive Plan [removed: (9,463,920),] [added: (8,459,910),] the Employee Stock Purchase Plan [removed: (10,433,067)] [added: (9,462,554)] and the Retirement Savings Plan (7,647,608).

| Equity compensation plans approved by security holders | | | 6,029,628 | | | | | | $ | 67.95 | | | | | 25,570,072 | | |

| Total | | | 6,029,628 | | | | | | $ | 67.95 | | | | | 25,570,072 | | |

| Equity compensation plans approved by security holders | | | 7,295,488 | | | | | | $ | 63.73 | | | | | 27,544,595 | | |

| Total | | | 7,295,488 | | | | | | $ | 63.73 | | | | | 27,544,595 | | |

Consolidated Statements of Income for the three years ended October [removed: 2, 2021][added: 1, 2022]

Consolidated Statements of Comprehensive Income for the three years ended October [removed: 2, 2021][added: 1, 2022]

Consolidated Balance Sheets at October [removed: 2, 2021,] [added: 1, 2022,] and October [removed: 3, 2020][added: 2, 2021]

Consolidated Statements of Shareholders’ Equity for the three years ended October [removed: 2, 2021][added: 1, 2022]

Consolidated Statements of Cash Flows for the three years ended October [removed: 2, 2021][added: 1, 2022]

Report of Independent Registered Public Accounting Firm [added: (PCAOB ID 238)]

Financial Statement Schedule - Schedule II Valuation and Qualifying Accounts for the three years ended October [removed: 2, 2021][added: 1, 2022]

| 4.14 | | | | | | [Form of [removed: 6](http://www.sec.gov/Archives/edgar/data/100493/000010049314000220/tsn2014q4exh-425.htm)[1/8](http://www.sec.gov/Archives/edgar/data/100493/000010049314000220/tsn2014q4exh-425.htm)[%] [added: 61/8%] Notes due 2032 issued pursuant to the Sara Lee Indenture (previously filed as Exhibit 4.25 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 27, 2014, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/100493/000010049314000220/tsn2014q4exh-425.htm) | | |

| 4.22 | | | | | | [Form of 3.900% Senior Notes due 2023 (previously filed as Exhibit 4.2 to the [removed: Company's] [added: Company](http://www.sec.gov/Archives/edgar/data/100493/000095010318011295/dp96082_ex0402.htm)[’](http://www.sec.gov/Archives/edgar/data/100493/000095010318011295/dp96082_ex0402.htm)[s] Current Report on Form 8-K filed on September 28, 2018, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/100493/000095010318011295/dp96082_ex0402.htm) | | |

| 4.23 | | | | | | [Supplemental Indenture, dated September 28, 2018, by and between the Company and the Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), as Trustee, supplementing the Company Indenture (previously filed as exhibit 4.4 to the [removed: Company's] [added: Company](http://www.sec.gov/Archives/edgar/data/100493/000095010318011295/dp96082_ex0404.htm)[’](http://www.sec.gov/Archives/edgar/data/100493/000095010318011295/dp96082_ex0404.htm)[s] Current Report on Form 8-K filed on September 28, 2018, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/100493/000095010318011295/dp96082_ex0404.htm) | | |

| 4.24 | | | | | | [Form of 5.100% Senior Notes due 2048 (previously filed as Exhibit 4.5 to the [removed: Company's] [added: Company](https://www.sec.gov/Archives/edgar/data/100493/000095010318011295/dp96082_ex0404.htm)[’](https://www.sec.gov/Archives/edgar/data/100493/000095010318011295/dp96082_ex0404.htm)[s] Current Report on Form 8-K filed on September 28, 2018, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/100493/000095010318011295/dp96082_ex0404.htm) | | |

| 10.1 | | | | | | [Revolving Credit Agreement, dated September 30, 2021, among Tyson Foods, Inc., the subsidiary borrowers party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (previously filed as Exhibit 10.1 to the [removed: Company's] [added: Company](https://www.sec.gov/Archives/edgar/data/100493/000010049321000113/revolvingcreditagreement93.htm)[’](https://www.sec.gov/Archives/edgar/data/100493/000010049321000113/revolvingcreditagreement93.htm)[s] Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 4, 2021, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/100493/000010049321000113/revolvingcreditagreement93.htm) | | |

| [removed: 10.2] [added: 10.3] | | | * | | | [Second Amended and Restated Employment Agreement, dated November 9, 2017, by and between the Company and John Tyson (previously filed as Exhibit 10.76 to the [removed: Company's] [added: Company](http://www.sec.gov/Archives/edgar/data/100493/000010049317000133/tsn2017q4exh-1076.htm)[’](http://www.sec.gov/Archives/edgar/data/100493/000010049317000133/tsn2017q4exh-1076.htm)[s] Annual Report on Form 10-K for the fiscal year ended September 30, 2017, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/100493/000010049317000133/tsn2017q4exh-1076.htm) | | |

| [removed: 10.3] [added: 10.4] | | | * | | | [Employment Agreement, effective as of June 2, 2021, by and between the Company and Donnie King (previously filed as Exhibit 10.1 to the [removed: Company's] [added: Company](https://www.sec.gov/Archives/edgar/data/100493/000010049321000087/employmentagreement62218k.htm)[’](https://www.sec.gov/Archives/edgar/data/100493/000010049321000087/employmentagreement62218k.htm)[s] Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 2, 2021, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/100493/000010049321000087/employmentagreement62218k.htm) | | |

| [removed: 10.4] [added: 10.5] | | | * | | | [Compensatory arrangement by and between the Company and John Randal Tyson (previously filed as Exhibit 10.17 to the [removed: Company's] [added: Company](https://www.sec.gov/Archives/edgar/data/100493/000010049320000016/tsn2020q1exh-1017.htm)[’](https://www.sec.gov/Archives/edgar/data/100493/000010049320000016/tsn2020q1exh-1017.htm)[s] Current Report on Form 10-Q for the period ended December 28, 2019, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/100493/000010049320000016/tsn2020q1exh-1017.htm) | | |

| [removed: 10.5] [added: 10.6] | | | * | | | [Compensatory arrangement by and between the Company and Noelle [removed: O'Mara] [added: O](https://www.sec.gov/Archives/edgar/data/100493/000010049320000016/tsn2020q1exh-1018.htm)[’](https://www.sec.gov/Archives/edgar/data/100493/000010049320000016/tsn2020q1exh-1018.htm)[Mara] (previously filed as Exhibit 10.18 to the [removed: Company's] [added: Company](https://www.sec.gov/Archives/edgar/data/100493/000010049320000016/tsn2020q1exh-1018.htm)[’](https://www.sec.gov/Archives/edgar/data/100493/000010049320000016/tsn2020q1exh-1018.htm)[s] Current Report on Form 10-Q for the period ended December 28, 2019, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/100493/000010049320000016/tsn2020q1exh-1018.htm) | | |

| [removed: 10.6] [added: 10.7] | | | * | | | [Offer Letter between Tyson Foods, Inc. and Christopher Langholz (previously filed as Exhibit 10.19 to the [removed: Company's] [added: Company](https://www.sec.gov/Archives/edgar/data/100493/000010049320000016/tsn2020q1exh-1019.htm)[’](https://www.sec.gov/Archives/edgar/data/100493/000010049320000016/tsn2020q1exh-1019.htm)[s] Current Report on Form 10-Q for the period ended December 28, 2019, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/100493/000010049320000016/tsn2020q1exh-1019.htm) | | |

| [removed: 10.7] [added: 10.8] | | | * | | | [Second Amended and Restated Employment Agreement dated as of October 2nd, 2020, entered into between the Company and Noel W. White (previously filed as Exhibit 10.2 to the [removed: Company's] [added: Company](https://www.sec.gov/Archives/edgar/data/100493/000010049320000116/ex-102noelwhiteagreeme.htm)[’](https://www.sec.gov/Archives/edgar/data/100493/000010049320000116/ex-102noelwhiteagreeme.htm)[s] Current Report on Form 8-K filed October 8, 2020, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/100493/000010049320000116/ex-102noelwhiteagreeme.htm) | | |

| [removed: 10.8] [added: 10.9] | | | * | | | [Offer Letter between Tyson Foods, Inc. and Johanna Söderström](https://www.sec.gov/Archives/edgar/data/100493/000010049320000132/tsn2020q4exh-1011.htm) (previously filed as Exhibit 10.11 to the [removed: Company's] [added: Company’s] Annual Report on Form 10-K for the fiscal year ended October 3, 2020, and incorporated herein by reference). | | |

| [removed: 10.9] [added: 10.10] | | | * | | | [Indemnity Agreement, dated as of September 28, 2007, between the Company and John Tyson (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed September 28, 2007, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/100493/000010049307000071/exhibit102.htm) | | |

| [removed: 10.10] [added: 10.11] | | | * | | | [Form of Indemnity Agreement between Tyson Foods, Inc. and its directors and certain executive officers (previously filed as Exhibit 10.13 to the [removed: Company's] [added: Company](https://www.sec.gov/Archives/edgar/data/100493/000010049320000132/tsn2020q4exh-1013.htm)[’](https://www.sec.gov/Archives/edgar/data/100493/000010049320000132/tsn2020q4exh-1013.htm)[s] Annual Report on Form 10-K for the fiscal year ended October 3, 2020, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/100493/000010049320000132/tsn2020q4exh-1013.htm) | | |

| [removed: 10.11] [added: 10.12] | | | * | | | [Tyson Foods, Inc. Annual Incentive Compensation Plan for Senior Executives adopted February 4, 2005, and [removed: reapproved February 5, 2016] [added: amended effective August 4, 2021] (previously filed as Exhibit [removed: 10.34] [added: 10.31] to the Company’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the fiscal [removed: year] [added: period] ended [removed: October] [added: January] 1, [removed: 2005,] [added: 2022,] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/100493/000010049305000077/exhibit1034.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/100493/000010049305000077/exhibit1034.htm)] | | |

| [removed: 10.12] [added: 10.13] | | | * | | | [Amended and Restated Tyson Foods, Inc. Employee Stock Purchase Plan, effective as of February 1, 2013 (previously filed as Exhibit 99.2 to Registration Statement on Form S-8 on February 22, 2013, Registration No. 333-186797, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/100493/000010049313000028/tsn2013s8exh-992.htm) | | |

| [removed: 10.13] [added: 10.14] | | | * | | | [First Amendment to the Tyson Foods, Inc. Employee Stock Purchase Plan, effective February 1, 2013 (previously filed as Exhibit 10.26 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 28, 2013, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/100493/000010049313000079/tsn2013q4exh-1026.htm) | | |

| [removed: 10.14] [added: 10.15] | | | * | | | [Amended and Restated Executive Savings Plan of Tyson Foods, Inc. effective January 1, 2013 (previously filed as Exhibit 10.27 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 28, 2013, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/100493/000010049313000079/tsn2013q4exh-1027.htm) | | |

| [removed: 10.15] [added: 10.16] | | | * | | | [First Amendment to the Executive Savings Plan of Tyson Foods, Inc. effective November 16, 2017 (previously filed as Exhibit 10.7 to the [removed: Company's] [added: Company](http://www.sec.gov/Archives/edgar/data/100493/000010049318000017/tsn2018q1exh-107.htm)[’](http://www.sec.gov/Archives/edgar/data/100493/000010049318000017/tsn2018q1exh-107.htm)[s] Quarterly Report on Form 10-Q for the quarter ended December 30, 2017, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/100493/000010049318000017/tsn2018q1exh-107.htm) | | |

| [removed: 10.16] [added: 10.17] | | | * | | | [Tyson Foods, Inc. 2000 Stock Incentive Plan, amended and restated as of February 11, 2021 (previously filed as Exhibit A-1 to the Company’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on December 23, 2020, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/100493/000010049318000059/tsn2018q2exh-103.htm) | | |

| [removed: 10.17] [added: 10.18] | | | * | | | [Amended and Restated Tyson Foods, Inc. Supplemental Executive Retirement and Life Insurance Premium Plan effective January 1, 2017 (previously filed as Exhibit 10.68 to the [removed: Company's] [added: Company](http://www.sec.gov/Archives/edgar/data/100493/000010049316000281/tsn2016q4exh-1068.htm)[’](http://www.sec.gov/Archives/edgar/data/100493/000010049316000281/tsn2016q4exh-1068.htm)[s] Annual report on Form 10-K for the fiscal year ended October 1, 2016, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/100493/000010049316000281/tsn2016q4exh-1068.htm) | | |

| [removed: 10.18] [added: 10.19] | | | * | | | [First Amendment to the Tyson Foods, Inc. Supplemental Executive Retirement and Life Insurance Premium Plan effective November, 16, 2017 (previously filed as Exhibit 10.6 to the [removed: Company's] [added: Company](http://www.sec.gov/Archives/edgar/data/100493/000010049318000017/tsn2018q1exh-106.htm)[’](http://www.sec.gov/Archives/edgar/data/100493/000010049318000017/tsn2018q1exh-106.htm)[s] Quarterly Report on Form 10-Q for the quarter ended 12/30/2017, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/100493/000010049318000017/tsn2018q1exh-106.htm) | | |

| [removed: 10.19] [added: 10.20] | | | * | | | [Second Amendment to the Tyson Foods, Inc. Supplemental Executive Retirement and Life Insurance Premium Plan effective February 2018 (previously filed as Exhibit 10.16 to the [removed: Company's] [added: Company](http://www.sec.gov/Archives/edgar/data/100493/000010049318000017/tsn2018q1exh-1016.htm)[’](http://www.sec.gov/Archives/edgar/data/100493/000010049318000017/tsn2018q1exh-1016.htm)[s] Quarterly Report on Form 10-Q for the quarter ended 12/30/2017, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/100493/000010049318000017/tsn2018q1exh-1016.htm) | | |

| [removed: 10.20] [added: 10.21] | | | * | | | [Retirement Savings Plan of Tyson Foods, Inc. effective January 1, 2011 (previously filed as Exhibit 10.33 to the [removed: Company's] [added: Company](http://www.sec.gov/Archives/edgar/data/100493/000119312511317791/d232196dex1033.htm)[’](http://www.sec.gov/Archives/edgar/data/100493/000119312511317791/d232196dex1033.htm)[s] Annual Report on Form 10-K for the fiscal year ended October 1, 2011, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/100493/000119312511317791/d232196dex1033.htm) | | |

| [removed: 10.21] [added: 10.22] | | | * | | | [First Amendment to the Retirement Savings Plan of Tyson Foods, Inc., as Amended and Restated as of January 1, 2011 (previously filed as Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 28, 2013, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/100493/000010049313000079/tsn2013q4exh-1032.htm) | | |

| [removed: 10.22] [added: 10.23] | | | * | | | [Amended and Restated Retirement Income Plan of IBP, inc. effective August 1, 2000, and Amendment to Freeze the Retirement Income Plan of IBP, inc. effective December 31, 2002 (previously filed as Exhibit 10.46 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 27, 2008, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/100493/000010049308000060/exhibit_1046.htm) | | |

| [removed: 10.23] [added: 10.31] | | | * | | | [Form of Stock Options [added: (Contracted) - Stock] Incentive Award Agreement [removed: with contracted employees] pursuant to which stock [removed: options] [added: option] awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November [removed: 28, 2016] [added: 17, 2017] (previously filed as Exhibit [removed: 10.6] [added: 10.8] to the [removed: Company's] [added: Company](http://www.sec.gov/Archives/edgar/data/100493/000010049319000016/tsn2019q1exh-108.htm)[’](http://www.sec.gov/Archives/edgar/data/100493/000010049319000016/tsn2019q1exh-108.htm)[s] Quarterly Report on Form 10-Q for the period [removed: ending] [added: ended] December [removed: 31, 2016,] [added: 29, 2018,] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/100493/000010049317000012/exhibit106stockoptionaward.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/100493/000010049319000016/tsn2019q1exh-108.htm)] | | |

| [removed: 10.24] [added: 10.32] | | | * | | | [Form of Stock Options [added: (5+1) - Stock] Incentive Award Agreement [removed: with non-contracted employees] pursuant to which stock [removed: options] [added: option] awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November [removed: 28, 2016] [added: 17, 2017] (previously filed as Exhibit [removed: 10.7] [added: 10.9] to the [removed: Company's] [added: Company](http://www.sec.gov/Archives/edgar/data/100493/000010049319000016/tsn2019q1exh-109.htm)[’](http://www.sec.gov/Archives/edgar/data/100493/000010049319000016/tsn2019q1exh-109.htm)[s] Quarterly Report on Form 10-Q for the period [removed: ending] [added: ended] December [removed: 31, 2016,] [added: 29, 2018,] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/100493/000010049317000012/exhibit107stockoptionaward.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/100493/000010049319000016/tsn2019q1exh-109.htm)] | | |

| [removed: 10.25] [added: 10.33] | | | * | | | [Form of [added: Restricted] Stock [removed: Option Grant] [added: (Contracted) - Stock Incentive Award] Agreement [removed: with contracted employees at band level 1-5] pursuant to which [added: restricted] stock [removed: option] awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November [removed: 29, 2010] [added: 17, 2017] (previously filed as Exhibit [removed: 10.41] [added: 10.11] to the [removed: Company's Annual] [added: Company](http://www.sec.gov/Archives/edgar/data/100493/000010049319000016/tsn2019q1exh-1011.htm)[’](http://www.sec.gov/Archives/edgar/data/100493/000010049319000016/tsn2019q1exh-1011.htm)[s Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: fiscal year] [added: period] ended [removed: October 1, 2011,] [added: December 29, 2018,] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/100493/000119312511317791/d232196dex1041.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/100493/000010049319000016/tsn2019q1exh-1011.htm)] | | |

| [removed: 10.26] [added: 10.50] | | | * | | | [Form of Stock [removed: Option Grant] [added: Options (Contracted) - Stock Incentive Award] Agreement [removed: with key employees and contracted employees at band level 6-9] pursuant to which stock option awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November [removed: 29, 2010] [added: 18, 2019] (previously filed as Exhibit [removed: 10.42] [added: 10.12] to the [removed: Company's Annual] [added: Company](https://www.sec.gov/Archives/edgar/data/100493/000010049320000016/tsn2020q1exh-1012.htm)[’](https://www.sec.gov/Archives/edgar/data/100493/000010049320000016/tsn2020q1exh-1012.htm)[s Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: fiscal year] [added: period] ended [removed: October 1, 2011,] [added: December 28, 2019,] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/100493/000119312511317791/d232196dex1042.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/100493/000010049320000016/tsn2020q1exh-1012.htm)] | | |

| [removed: 10.27] [added: 10.47] | | | * | | | [Form of [added: Restricted] Stock [removed: Option Grant] [added: (5+1) - Stock Incentive Award] Agreement [removed: with contracted employees at band level 1-5] pursuant to which [added: restricted] stock [removed: option] awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November [removed: 28, 2011] [added: 18, 2019] (previously filed as Exhibit [removed: 10.47] [added: 10.9] to the [removed: Company's Annual] [added: Company](https://www.sec.gov/Archives/edgar/data/100493/000010049320000016/tsn2020q1exh-109.htm)[’](https://www.sec.gov/Archives/edgar/data/100493/000010049320000016/tsn2020q1exh-109.htm)[s Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: fiscal year] [added: period] ended [removed: September 29, 2012,] [added: December 28, 2019,] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/100493/000010049312000065/tsn201210kex-1047.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/100493/000010049320000016/tsn2020q1exh-109.htm)] | | |

| [removed: 10.28] [added: 10.53] | | | * | | | [Form of Stock [removed: Option Grant] [added: Options (Contracted) - Stock Incentive Award] Agreement [removed: with key employees and contracted employees at band level 6-9] pursuant to which stock option awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November [removed: 28, 2011] [added: 20, 2020] (previously filed as Exhibit [removed: 10.48] [added: 10.1] to the [removed: Company's Annual] [added: Company](https://www.sec.gov/Archives/edgar/data/100493/000010049321000015/tsn2021q1exh-101.htm)[’](https://www.sec.gov/Archives/edgar/data/100493/000010049321000015/tsn2021q1exh-101.htm)[s Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: fiscal year] [added: period] ended [removed: September 29, 2012,] [added: January 2, 2021,] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/100493/000010049312000065/tsn201210kex-1048.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/100493/000010049321000015/tsn2021q1exh-101.htm)] | | |

| [removed: 10.29] [added: 10.49] | | | * | | | [Form of [added: Restricted] Stock [added: (International Contracted) - Stock] Incentive [added: Award] Agreement pursuant to which [removed: stock options] [added: restricted share awards] are granted [removed: to contracted employees] under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective [removed: October 26, 2012] [added: November 18, 2019] (previously filed as Exhibit [removed: 10.49] [added: 10.11] to the [removed: Company's Annual] [added: Company](https://www.sec.gov/Archives/edgar/data/100493/000010049320000016/tsn2020q1exh-1011.htm)[’](https://www.sec.gov/Archives/edgar/data/100493/000010049320000016/tsn2020q1exh-1011.htm)[s Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: fiscal year] [added: period] ended [removed: September 29, 2012,] [added: December 28, 2019,] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/100493/000010049312000065/tsn201210kex-1049.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/100493/000010049320000016/tsn2020q1exh-1011.htm)] | | |