Tyson Foods (TSN) 10-K risk factor changes: FY2023 vs FY2022

[removed: The COVID-19 pandemic and associated responses has] [added: Global pandemics have] had, and may [removed: to continue to] [added: in the future] have, an adverse impact on our business and operations.

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

We have experienced, and expect to continue to experience, an increase in operating costs in connection with higher costs associated with [removed: ensuring] [added: protecting] the [removed: continued] health and safety of team [removed: members, including team member costs associated with worker health and availability such as COVID-19 testing and vaccinations.][added: members.]

There can be no assurance that the health and safety measures we have taken with respect to [added: new] COVID-19 [added: variants or widespread illnesses, should a new global pandemic occur,] will eradicate the risks associated with working in a critical infrastructure industry, including but not limited to, infection of our employees or a temporary reduction in the operating capacity of a facility.

Further, there can be no assurance that we will not incur additional direct incremental expenses related to [removed: COVID-19] [added: new variants or widespread illnesses] going forward, and that such amounts will not be material or have a material impact on our business, cash flows or results of operations.

[removed: In addition,] [added: For example,] 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 states, and additional team members or family members of team members may assert similar claims as [removed: the] [added: new] COVID-19 [added: variants, other contagions or if a new global] pandemic [removed: continues.][added: arises.]

Other supply chain risks associated with [removed: the COVID-19] [added: a global] 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 products, the occurrence of any of which [added: have and] may [added: in the future] result in a reduction in our fill rates to our customers.

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

In addition, in the event of a protracted period of economic [removed: downturn,] [added: downturn either in the near term or as a result of a future global pandemic,] demand for our foodservice products may remain below expectations or decrease further, and demand for our retail consumption products may also decrease, which could have an adverse impact on our results of operations.

We also face other risks associated with [added: or potentially originated from] the COVID-19 pandemic, including:

[removed: The severity and duration of the current COVID-19 pandemic and actions] [added: Actions] taken by governmental authorities and other third parties in response [added: to risks associated with COVID-19, or if in the event of a new global pandemic,] are unknown and are impossible to predict with certainty.

Any [removed: of these disruptions] [added: such disruption] could adversely impact our business and results of operations.

[removed: In the fourth quarter of fiscal 2022, the] [added: The] Company approved a restructuring program [added: in fiscal 2022] (the “2022 [removed: Program”), which is expected] [added: Program”)] 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 [removed: plans to bring together] [added: relocated] all [added: of] its corporate team members from [removed: the] [added: its former] Chicago, Downers Grove and Dakota Dunes area corporate locations to its world headquarters in Springdale, [removed: Arkansas, through a phased relocation commencing in early calendar year 2023.][added: Arkansas.]

We anticipate the [added: remaining workstreams of the] 2022 Program and associated expenses will be [removed: substantially] complete in our fiscal 2025.

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

In fiscal [removed: 2022,] [added: 2023,] we sold products to customers in approximately 140 countries.

Our sales to customers in foreign countries for fiscal [removed: 2022] [added: 2023] totaled [removed: $8.3 billion] [added: $7.9 billion,] of which [removed: $5.8] [added: $5.1] billion related to export sales from the United States.

In addition, we had approximately [removed: $1.5] [added: $1.4] 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: 2022.][added: 2023.]

- political and economic conditions, including the ongoing conflicts between Ukraine and [removed: Russia;][added: Russia, as well as political tension and conflict in the Middle East and elsewhere;]

- the [removed: ongoing] impact of [removed: COVID-19,] [added: COVID-19 pandemic,] including any resurgence and 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 countries.

In addition, we depend on information technology for digital marketing and electronic communications between our facilities, personnel, customers and [removed: suppliers.][added: suppliers, including ordering and managing raw materials and inputs, receiving and processing purchase orders, shipping products to customers and processing other transactions.]

As of [removed: October 1, 2022,] [added: September 30, 2023,] Tyson Limited Partnership (the “TLP”) owns 99.985% of the outstanding shares of the Company’s Class B Common Stock, $0.10 par value (“Class B stock”), and the TLP and members of the Tyson family own, in the aggregate, [removed: 2.27%] [added: 2.44%] of the outstanding shares of the Company’s Class A Common Stock, $0.10 par value (“Class A stock”), giving them, collectively, control of approximately [removed: 71.15%] [added: 71.74%] of the total voting power of the Company’s outstanding voting stock.

As of [removed: October 1, 2022,] [added: September 30, 2023, through a series of trusts,] Mr. John Tyson, Chairman of the Board of Directors, [removed: has 33.33%] [added: controls 44.445%] of the general partner percentage interests, and Ms. Barbara Tyson, a director of the Company, [removed: has] [added: controls] 11.115% [added: of the] general partner percentage interests (the remaining general partnership interests are held by the Donald J.

Tyson Revocable Trust [removed: (44.44%) and Harry C.][added: (44.44%)).]

Corn, soybean meal and other feed ingredients, for instance, represented roughly [removed: 62%] [added: 61%] of our cost of growing a live chicken in fiscal [removed: 2022.][added: 2023.]

Our business could suffer significant setbacks in sales and operating income if our customers’ plans and/or markets change significantly or if we lost one or more of our largest customers, including, for example, Walmart Inc., which accounted for [removed: 17.7%] [added: 18.6%] of our sales in fiscal [removed: 2022.][added: 2023.]

We have approximately [removed: 142,000] [added: 139,000] team members, approximately [removed: 42,000] [added: 39,000] of whom are covered by collective bargaining agreements or are members of labor unions.

Increased government regulations to limit carbon [removed: dioxide] [added: dioxide, methane] and other greenhouse gas emissions as a result of concern over climate change, as well as alternative energy policies and sustainability initiatives (including those related to single use plastics), may result in increased compliance costs, capital expenditures and other financial obligations for us.

Climate change and rising global temperatures may contribute to changing weather patterns, [added: elongated drought periods,] heavier or more frequent storms and wildfires, and increased frequency and severity of natural disasters.

Our indebtedness, including borrowings under our revolving credit [removed: facility] and [added: term loan facilities and] commercial paper program, may increase from time to time for various reasons, including fluctuations in operating results, working capital needs, capital expenditures and possible acquisitions, joint ventures or other significant initiatives.

Our revolving credit [removed: facility contains] [added: and term loan facilities contain] affirmative and negative covenants that, among other things, may limit or restrict our ability to: create liens and encumbrances; incur debt; merge, dissolve, liquidate or consolidate; make acquisitions and investments; dispose of or transfer assets; change the nature of our business; engage in certain transactions with affiliates; and enter into hedging transactions, in each case, subject to certain qualifications and exceptions.

Goodwill and indefinite life intangible assets are initially recorded at fair value and not [removed: amortized,] [added: amortized] but are reviewed for impairment at least annually or more frequently if impairment indicators arise.

[removed: As of October 1, 2022,] [added: At September 30, 2023,] we had [removed: $14.6] [added: $14.0] billion of goodwill and indefinite life intangible assets, which represented approximately [removed: 39.6%] [added: 38.5%] of total assets.

We sponsor a number of defined benefit plans for team [removed: members in the United States.][added: members.]

[removed: As of October 1, 2022,] [added: At September 30, 2023,] the funded status of our defined benefit pension plans was an underfunded position of [removed: $159] [added: $149] million, as compared to an underfunded position of [removed: $215] [added: $159] million at the end of fiscal [removed: 2021.][added: 2022.]

At [removed: October 1, 2022,] [added: September 30, 2023,] the assessment totaled approximately [removed: $411] [added: $488] million [removed: (8.3] [added: (8.6] billion Mexican pesos), which includes tax, inflation adjustment, interest and penalties.

Our business relies on the health and wellbeing of our employees who run the day-to-day operations of the Company.

Global pandemics, or localized epidemics, have had and may in the future have a significant adverse impact on our business and operations.

Any future disruptions within our supply chain from a global pandemic will depend on a variety of factors and circumstances that remain difficult to predict.

Nor can the Company predict whether or when a COVID-19 variant or widespread illness will or can disrupt our business in the future.

Communications between our facilities, personnel, customers and suppliers may include and is not limited to personal confidential information and payment card industry data, confidential and propriety intellectual property, trade secrets and other information and business and financial information.

Techniques used to obtain unauthorized access to, or to sabotage, systems or networks, are constantly evolving and generally are not recognized until launched against a target.

Therefore, we may be unable to anticipate these techniques, react in a timely manner, or implement adequate preventive measures, and we may face delays in our detection or remediation of, or other responses to, security breaches and other security-related incidents or vulnerabilities.

If there is wide scale disruption to our systems, we may need to shut parts or all of our systems down to run tests and repairs.

Any such downtime could have significant impacts on our ability to continue our business operations, including our ability to operate our facilities, manage and track inventory, manage and track incoming new orders and statuses of existing orders, and to continue to comply with regulatory, legal and tax requirements.

In the event any significant failure of our systems requires us to upgrade or set up new systems, oversight and implementation of the new system and training personnel could be costly, there may be further disruptions from potential instability in the new system, and there may be heightened cybersecurity risks in connection with the migration of data to the new system.

Additionally, new laws in the European Union requiring traceability of commodities from source of origin and verification that commodities are deforestation free could impact commodity sourcing, pricing and our ability to place products in certain markets.

The COVID-19 pandemic has negatively affected many parts of our business and operations.

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.

Any additional 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.

Our team members who have tested positive for COVID-19, and in some 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.

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.

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 during the COVID-19 pandemic has at times adversely impacted this ability.

The spread of COVID-19 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.

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

Erwin, III (11.115%)).

We have experienced increased labor shortages at some of our production facilities and other locations.

While we have historically experienced some level of ordinary course turnover of employees, the impact of the COVID-19 pandemic and resulting actions have exacerbated labor shortages and increased turnover.

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.

Refer to the Company's Annual Report on Form 10-K for the fiscal year ended October [removed: 3, 2020] [added: 2, 2021] for additional information related to fiscal [removed: 2020.][added: 2021.]

International/Other primarily includes our foreign operations in Australia, China, Malaysia, Mexico, the Netherlands, South [removed: Korea] [added: Korea, Thailand] and [removed: Thailand,] [added: the Kingdom of Saudi Arabia,] third-party merger and integration costs and corporate overhead related to Tyson New Ventures, LLC.

The Company’s accounting cycle resulted in a 52-week year for fiscal [added: 2023,] 2022 and [removed: fiscal 2021 and a 53-week year for fiscal 2020.][added: 2021.]

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

In fiscal [removed: 2021,] [added: 2023,] our operating income was impacted by [removed: $626] [added: $781] million of [removed: charges related to] [added: goodwill impairment charges, $322 million of plant closure charges, $156 million of] legal contingency accruals, [removed: $27] [added: $124] million of [removed: charges] [added: restructuring and] related [removed: to the relocation] [added: charges, $17 million] of [removed: a production facility in China, $23] [added: product line discontinuation charges, and benefited by $53] million of [removed: production facilities fire costs,] [added: insurance proceeds,] net of [removed: insurance proceeds] [added: costs incurred, related to fires at our production facilities] and [removed: a $784] [added: $19] million [removed: gain on] [added: related to] the [removed: sale] [added: relocation] of [removed: our pet treats business.][added: a production facility in China.]

According to the USDA, domestic protein production (beef, pork, chicken and turkey) [removed: was relatively flat] [added: decreased slightly] in fiscal [removed: 2022] [added: 2023] compared to fiscal [removed: 2021.][added: 2022.]

We [added: continue to] pursue recovery of [removed: these] increased [added: input] costs through pricing.

The Federal Reserve [removed: recently] [added: has] 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 [removed: nearly all] [added: most] of our borrowings have fixed interest rates.

At [removed: October 1, 2022,] [added: September 30, 2023,] we had [removed: $3.3] [added: $3.0] billion of liquidity and our current debt was [removed: $459 million.][added: $1.9 billion.]

Should we need to issue additional debt or borrow under our existing revolving [removed: credit facility,] [added: and term loan facilities,] we may be exposed to higher interest rates than our current outstanding borrowings.

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

The Chicken segment experienced [removed: strong demand and] increased feed ingredient and other input [removed: costs.][added: costs along with excess domestic supply impacts to sales pricing.]

As of [removed: October 1, 2022,] [added: September 30, 2023,] the impact of this conflict has not had a material direct impact on our consolidated financial performance.

If [removed: the conflict escalates further or if] [added: these conflicts escalate further, impact] additional [removed: countries join the conflict and] [added: regions or countries, or] additional economic sanctions are imposed, it could have a material impact on our business operations and financial performance.

Our total operating margin was [removed: 8.3%] [added: (0.7)%] in fiscal [removed: 2022.][added: 2023.]

[removed: -] [added: |] Beef [removed: – 12.6%][added: | | | $ | 16 | | | | | $ | 33 | | | | | $ | 3 | | | | | $ | 52 | |]

[removed: -] [added: |] Pork [removed: – 3.0%][added: | | | 5 | | | | | | 11 | | | | | | 1 | | | | | | 17 | | |]

[removed: -] [added: |] Chicken [removed: – 5.6%][added: | | | 6 | | | | | | 16 | | | | | | 2 | | | | | | 24 | | |]

- Prepared Foods – [removed: 7.7%][added: 8.4%]

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

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

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

We realized more than $700 million of productivity savings in fiscal 2022, which partially offset the impacts of inflationary market conditions, and we [removed: now believe we will exceed] [added: surpassed] our [added: aggregate] $1 billion target in fiscal [removed: 2023.][added: 2023, more than a year ahead of our plan.]

[removed: - In the fourth quarter of fiscal 2022, the] [added: The] Company approved a restructuring [removed: program,] [added: program in fiscal 2022,] 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 [removed: plans to bring together] [added: relocated] all [added: of] 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 [removed: have] recognized [added: $124 million and] $66 million of pretax charges in fiscal [removed: 2022] [added: 2023 and 2022, respectively,] associated with the 2022 Program consisting of severance related [removed: costs.][added: costs, relocation and related costs, accelerated depreciation, contract and lease termination and professional and other fees.]

The following tables set forth the pretax impact of restructuring and related charges [removed: incurred] in [removed: fiscal 2022 in] the Consolidated Statements of Income and the pretax impact by our reportable [removed: segments.][added: segments for fiscal years ended 2023 and 2022.]

For further description refer to Part II, Item 8, Notes to the Consolidated Financial Statements, Note 7: Restructuring and Related [removed: Charges.][added: Charges (in millions).]

| | | | [added: 2023 | | |] 2022 | | | [added: | | | | | | | | | | | |]

| Cost of Sales | | | $ | [added: 29 | | $ |] 18 | | [added: | | | | | | | | | | | |]

| Selling, General and Administrative | | | [added: 95 | | |] 48 | | | [added: | | | | | | | | | | | |]

| Total Restructuring and related charges, pretax | | | $ | [added: 124 | | $ |] 66 | | [added: | | | | | | | | | | | |]

| | | | 2022 charges | | | [added: | | | 2023 charges | | | | | |] Estimated future charges | | | [added: | | | Total estimated] 2022 Program charges | | |

[removed: |] [added: -] Beef [removed: | | | $ | 16 | | $ | 58 | | $ | 74 | |][added: – (0.5)%]

[removed: |] [added: -] Pork [removed: | | | 5 | | | 25 | | | 30 | | |][added: – (2.4)%]

[removed: |] [added: -] Chicken [removed: | | | 6 | | | 2 | | | 8 | | |][added: – (4.5)%]

| Prepared Foods | | | 36 | | | [removed: 135] | | | [removed: 171] [added: 49] | | | [added: | | | 24 | | | | | | 109 | | |]

| International/Other | | | 3 | | | [removed: 7] | | | [removed: 10] [added: 15] | | | [added: | | | 4 | | | | | | 22 | | |]

| Total Restructuring and related charges, pretax | | | $ | 66 | | [added: | | |] $ | [removed: 227] [added: 124] | | [added: | | |] $ | [removed: 293] [added: 34] | | [added: | | | $ | 224 | |]

We utilize a 52- or 53-week accounting period ending on the Saturday closest to September 30.

Sales decreased slightly to $52.9 billion in fiscal 2023 as compared to fiscal 2022, largely due to decreased sales volumes in our Beef and Pork segments and lower average sales price in our Chicken and Pork segments, partially offset by increased sales volumes in our Chicken segment.

We incurred an operating loss of $395 million in fiscal 2023 as compared to operating income of $4,410 million fiscal 2022, as we experienced lower operating income in all our segments other than the Prepared Foods segment.

All segments experienced inflation in operating costs, especially in labor and certain materials, however, the rate of inflation started to decrease and protein prices began to level off.

Furthermore, the conflict in the Middle East escalated in October 2023 creating economic and political uncertainty within the region.

The Pork segment experienced sufficient supply and reduced live hog costs, but was negatively impacted by softening global demand.

The Prepared Foods segment experienced decreased raw material costs primarily due to lower meat costs.

In the third quarter of fiscal 2023, the Company approved an extension to the program related to removing additional redundancies in corporate overhead.

The Company currently anticipates the 2022 Program will result in cumulative pretax charges of approximately $224 million.

As the Company continues to evaluate its business strategies and long-term growth targets, additional restructuring activities may occur.

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2023 vs. 2022 –

- Sales Volume – Sales were positively impacted by a increase in sales volume, which accounted for an increase of $507 million, driven by increased volumes in our Chicken segment partially offset by decreased volumes in our Beef segment due to the reduced domestic availability of live cattle and our Pork segment as a result of balancing our supply with customer demand.

- Average Sales Price – Sales were negatively impacted by lower average sales prices, which accounted for a decrease of $752 million, driven by reduced pricing in our Pork and Chicken segments, partially offset by higher average sales prices in our Beef and Prepared Foods segments.

2023 vs. 2022 –

- Increase due to net derivative losses of $117 million in fiscal 2023, compared to net derivative gains of $225 million in fiscal 2022 due to our risk management activities.

- Increase of $322 million due to costs associated with plant closures.

- Increase of $238 million related to inventory lower of cost or net realizable value adjustments.

- Increase of approximately $24 million in our Chicken segment due to $11 million of insurance proceeds, net of costs incurred, in fiscal 2023 compared to $35 million of insurance proceeds, net of costs incurred, in fiscal 2022 related to the fire at our production facility in fiscal 2021.

- The $444 million impact of increased sales volume was primarily driven by increased volumes in our Chicken segment.

These amounts exclude offsetting impacts from related physical purchase transactions, which are included in the change in live cattle and hog costs and raw material and feed ingredient costs described herein.

2023 vs. 2022 –

- Decrease of $171 million in employee costs primarily from incentive-based compensation.

- Increase of $71 million from a gain recognized in the fiscal year ended October 1, 2022 from recoveries related to a cattle suppliers misappropriation of Company funds.

Goodwill Impairment

2023 vs 2022

- During the third quarter of fiscal 2023, we experienced lower than anticipated operating results and changing market fundamentals, as well as a drop in our market capitalization to below our book value.

Consequently, we performed an interim assessment of goodwill and recorded a $448 million goodwill impairment charge.

In the fourth quarter of fiscal 2023, long-term treasury rates increased which caused an increase in the discount rates we utilize in determining the fair value of our reporting units.

The increased discount rates caused the Company to perform goodwill impairment assessments in the fourth quarter of fiscal 2023, which resulted in an additional $333 million goodwill impairment charge.

| | | | 2023 | | | | | | 2022 | | |

| | | | $ | 355 | | | | | $ | 365 | |

2023 / 2022 –

| | | | 2023 | | | | | | 2022 | | |

| | | | $ | (42) | | | | | $ | (87) | |

2023 – Included $22 million of production facilities fire insurance proceeds, $17 million of foreign exchange gains and $12 million of joint venture earnings.

| | | | 2023 | | | | | | 2022 | | |

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.

Operating income of $4,410 million in fiscal 2022 was up slightly compared to fiscal 2021, as improved Chicken results were offset by a decline in operating income in the Beef, Pork and Prepared Foods segments.

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 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.

COVID-19

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

Our ongoing COVID-19 task force 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 business.

We have experienced and continue to experience multiple challenges related to the pandemic.

The most significant challenge we face is the availability of team members to operate our production facilities as our production facilities continue to experience varying levels of absenteeism.

The health and safety of our team members remains our top priority, and we continue to provide a variety of health and safety resources and services to team members and their family members.

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.

The long-term impacts of COVID-19 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, and effectively distribute and administer vaccinations, all of which contain some level of uncertainty and cannot be easily predicted.

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

In the third quarter of fiscal 2021, we entered into a definitive agreement to sell the business for $1.2 billion in cash, subject to certain adjustments.

The business had a net carrying value of approximately $411 million as of July 6, 2021, which included approximately $44 million of working capital consisting of inventory, accounts receivable and accounts payable, $17 million of property, plant and equipment and $350 million of goodwill.

The transaction closed on July 6, 2021, and we recognized a gain of $784 million from the sale of this business, which is reflected in cost of sales in our Consolidated Statement of Income for fiscal 2021.

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.

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| | | | | | | | | | Total estimated | | |

- Sales Volume – Sales were negatively impacted by a decrease in sales volume across each of our segments, which accounted for a decrease of $1,190 million, due in part to the impacts of a challenging labor environment as well as the impact of an additional week in fiscal 2020.

- Average Sales Price – Sales were positively impacted by higher average sales prices, which accounted for an increase of $5,599 million.

The increase in average sales price was primarily attributable to favorable product mix and the pass through of increased raw material costs.

- Increase of approximately $81 million in our Chicken segment related to the recognition of legal contingency accruals.

- Decrease due to the recognition of a $784 million gain on the sale of our pet treats business.

- Decrease of $165 million due to reduction in direct incremental expenses related to COVID-19, primarily related to the payment of $114 million in thank you bonuses during fiscal 2020.

- The $1,041 million impact of lower sales volume was primarily driven by decreased volume in each of our segments in fiscal 2021 due to lower production throughput associated with the impact of COVID-19 and a challenging labor environment as well as the impact of an additional week in fiscal 2020.

- Decrease of $161 million from the change in the impact of a cattle supplier’s misappropriation of Company funds, resulting from a $55 million gain related to the recovery of cattle inventory in the fiscal year ended October 2, 2021 as compared to a $106 million loss recognized in the fiscal year ended October 3, 2020.

- Decrease of $60 million from restructuring and related charges incurred in fiscal 2020.

- Decrease of $27 million in donations.

- Decrease of $24 million in commission and brokerage fees.

- Decrease of $21 million in depreciation and amortization.

| | | | $ | 365 | | | | | $ | 428 | |

| | | | $ | (87) | | | | | $ | (65) | |

The sensitivity analyses presented below are the measures of potential [removed: losses of] [added: changes in] fair value resulting from hypothetical changes in market prices related to commodities.

The following table presents a sensitivity analysis resulting from a hypothetical change of 10% in market prices as of [removed: October 1, 2022] [added: September 30, 2023] and October [removed: 2, 2021,] [added: 1, 2022,] on the fair value of open positions.

| Live Cattle | | | $ | [removed: 14] [added: 68] | | | | | $ | [removed: 42] [added: 14] | |

| Lean Hogs | | | [removed: 30] [added: 10] | | | | | | [removed: 38] [added: 30] | | |

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

| Soybean Meal | | | [removed: 25] [added: 22] | | | | | | [removed: 26] [added: 25] | | |

At [removed: October 1, 2022,] [added: September 30, 2023,] we had variable rate debt of [removed: $2] [added: $1,608] million with a weighted average interest rate of [removed: 3.0%.][added: 6.2%.]

A hypothetical 10% increase in interest rates effective at [added: September 30, 2023, and] October 1, 2022, [removed: and October 2, 2021,] would [added: not] have a [removed: minimal] [added: significant] effect on [added: variable] interest expense.

At [removed: October 1, 2022,] [added: September 30, 2023,] we had fixed-rate debt of [removed: $8,319] [added: $7,898] million with a weighted average interest rate of 4.5%.

A hypothetical 10% change in interest rates would have changed the fair value of our fixed-rate debt by approximately $215 million at [removed: October 1, 2022,] [added: September 30, 2023] and [removed: $154 million at] October [removed: 2, 2021.][added: 1, 2022.]

A hypothetical 10% change in foreign exchange rates related to the foreign exchange forward and option contracts would have had a [removed: $25] [added: $17] million and [removed: $13] [added: $25] million impact on pretax income at [removed: October 1, 2022] [added: September 30, 2023] and October [removed: 2, 2021,] [added: 1, 2022,] respectively.

At [removed: October 1, 2022] [added: September 30, 2023] and October [removed: 2, 2021, 16.4%] [added: 1, 2022, 15.9%] and [removed: 16.3%,] [added: 16.4%,] 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.

| | | | 2023 | | | | | | 2022 | | |

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

Headquartered in Springdale, Arkansas, the Company had approximately [removed: 142,000] [added: 139,000] employees (“team members”) on [removed: October 1, 2022.][added: September 30, 2023.]

We operate a fully vertically-integrated chicken production process with the majority of our production [added: in recent years] certified as no [removed: antibiotic] [added: antibiotics] ever (sometimes referred to as [removed: “NAE”).][added: "NAE"); however, during fiscal 2023, we began transitioning the majority of our production to no antibiotics important to human medicine (sometimes referred to as "NAIHM").]

International/Other primarily includes our foreign operations in Australia, China, Malaysia, Mexico, the Netherlands, South [removed: Korea] [added: Korea, Thailand] and [removed: Thailand,] [added: the Kingdom of Saudi Arabia,] third-party merger and integration costs and corporate overhead related to Tyson New Ventures, LLC.

Additionally, we raise a small number of weanling swine to sell to independent finishers and [added: to] supply a minimal amount of market hogs and live swine for our own processing needs.

In fiscal [removed: 2022,] [added: 2023,] corn, soybean meal and other feed ingredients were major production costs, representing roughly [removed: 62%] [added: 61%] of our cost of growing a live chicken domestically.

Demand for beef, [removed: chicken] [added: chicken, pork] and certain prepared foods products, such as hot dogs and smoked sausage, generally increases during the spring and summer months and generally decreases during the winter months.

[removed: Pork and certain other] [added: Other] prepared foods products, such as prepared meals, meat dishes, [removed: appetizers] [added: appetizers, bacon,] and breakfast sausage, generally experience increased demand during the winter months, primarily due to the holiday season, while demand generally decreases during the spring and summer months.

Walmart Inc. accounted for [removed: 17.7%] [added: 18.6%] of our fiscal [removed: 2022] [added: 2023] consolidated sales.

No other single customer or customer group represented more than 10% of fiscal [removed: 2022] [added: 2023] consolidated sales.

We sold products in approximately 140 countries and regions in fiscal [removed: 2022.][added: 2023.]

- Tyson Asia-Pacific consists of vertically-integrated chicken production operations in Thailand, multi-protein further-processing operations in Malaysia, a beef production operation in Australia, [added: a producer] and [added: distributor of value-added and cooked chicken and beef products in the Kingdom of Saudi Arabia, and] joint venture interests in two non-consolidated poultry businesses in [removed: Malaysia.][added: Malaysia and one in the Kingdom of Saudi Arabia.]

[removed: The centers include] [added: Our Discovery Center in Springdale, Arkansas, includes] more than [removed: 80,000] [added: 40,000] square feet of United States Department of Agriculture (“USDA”) [added: and United States Food and Drug Administration (“FDA”)] pilot plant space, [removed: two] consumer sensory and focus group areas, [removed: two] packaging labs and [removed: 25] [added: 19] research kitchens.

The [removed: centers enable] [added: center enables] us to bring new market-leading retail and foodservice products to the customer quickly and efficiently.

Our facilities for processing beef, pork, chicken, turkey and prepared foods, milling feed and housing live chickens and swine are subject to a variety of international, federal, state and local environmental laws and regulations, which include provisions relating to [removed: the discharge of materials into the environment] [added: all environmental media - air, land] and [added: water, and] generally provide for protection of the environment.

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

[removed: We have aligned our business priorities with] [added: Through] our [removed: sustainability strategy by reimagining] [added: Formula to Feed the Future, we aim to bring together a diverse set of expertise and the scalable resources needed to reimagine] our people and community impact, [removed: driving] [added: drive] product responsibility from farm to [removed: table] [added: table,] and [removed: working] [added: work] toward sustaining natural resources and achieving net-zero greenhouse gas emissions.

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

With the help of the USDA grant, we plan to execute a five-year program that [removed: implements trainings, incentives and verifications to improve] [added: incentivizes] farmer and rancher [removed: livelihoods,] [added: adoption of agricultural practices that have the potential to] increase carbon sequestration and work to reduce greenhouse gas emissions in our supply chain and beyond.

As of [removed: October 1, 2022,] [added: September 30, 2023,] we employed approximately [removed: 142,000] [added: 139,000] team members globally.

Approximately [removed: 124,000] [added: 120,000] team members were employed in the United States, of whom approximately [removed: 118,000] [added: 114,000] were employed at non-corporate sites such as production facilities, warehouses, truck shops, hatcheries and feed mills.

Approximately [removed: 18,000] [added: 19,000] team members were employed in other countries, primarily in Thailand and China.

For fiscal [removed: 2022,] [added: 2023,] our domestic workforce experienced a [removed: 1%] [added: 2%] decrease in retention rate from fiscal [removed: 2021] [added: 2022] primarily driven by macro trends associated with a challenging labor environment.

Approximately [removed: 35,000] [added: 33,000] team members in the United States were subject to collective bargaining agreements with various labor unions, with approximately [removed: 2%] [added: 13%] of those team members at locations either under negotiation for contract renewal or included under agreements expiring in fiscal [removed: 2023.][added: 2024.]

Approximately [removed: 7,000] [added: 6,000] team members in other countries were subject to collective bargaining agreements.

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

During fiscal [removed: 2022,] [added: 2023,] our recordable incident rate declined [removed: 5%] [added: 1%] compared to fiscal [removed: 2021.][added: 2022.]

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

We believe that diversity, [removed: equity,] [added: equity] and inclusion (“DE&I”) is our strength.

Our Company is diverse and consists of team members with a variety of experiences, backgrounds, [removed: beliefs,] [added: beliefs] and lifestyles.

Our workforce consists of approximately [removed: 40%] [added: 39%] women and over 60% minority groups.

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

As of [removed: October 1, 2022,] [added: September 30, 2023,] the onsite program was operating at [removed: 36] [added: 58] Company locations.

We build the Tyson®, Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, Aidells®, ibp® and State Fair® brands while supporting strong regional and emerging brands primarily through distinctive brand and product advertising, [removed: promotion,] [added: promotion] and public relations efforts focused toward key consumer targets with specific needs.

Because we do a significant amount of brand name and product line advertising to promote our products, we consider the protection of our trademarks to be important to our marketing efforts and [removed: have registered] [added: we regularly register] and [removed: applied] [added: apply] for the registration of a number of trademarks.

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

Such forward-looking statements include, but are not limited to, current views and estimates of our outlook for fiscal [removed: 2023,] [added: 2024,] other future economic circumstances, industry conditions in domestic and international markets, our performance and financial results (e.g., debt levels, return on invested capital, value-added product growth, capital expenditures, tax rates, access to foreign markets and dividend policy).

Among the factors that may cause actual results and experiences to differ from anticipated results and expectations expressed in such forward-looking statements are the following: (i) [removed: the COVID-19 pandemic and associated responses thereto] [added: global pandemics] have [removed: had] [added: had, and may in the future have,] an adverse impact on our business and [removed: operations, and the extent that the COVID-19 pandemic continues to impact us will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the COVID-19 related impacts on the market, including production delays, labor shortages and increases in costs and inflation;] [added: operations;] (ii) the effectiveness of our financial excellence programs; (iii) access to foreign markets together with foreign economic conditions, including currency fluctuations, import/export restrictions and foreign politics; (iv) cyber attacks, other cyber incidents, security breaches or other disruptions of our information technology systems; (v) risks associated with our failure to consummate favorable acquisition transactions or integrate certain acquisitions’ operations; (vi) the Tyson Limited Partnership’s ability to exercise significant control over the Company; (vii) fluctuations in the cost and availability of inputs and raw materials, such as live cattle, live swine, feed grains (including corn and soybean meal) and energy; (viii) market conditions for finished products, including competition from other global and domestic food processors, supply and pricing of competing products and alternative proteins and demand for alternative proteins; (ix) outbreak of a livestock disease (such as African swine fever (ASF), avian influenza (AI) or bovine spongiform encephalopathy (BSE)), which could have an adverse effect on livestock we own, the availability of livestock we purchase, consumer perception of certain protein products or our ability to conduct our operations; (x) changes in consumer preference and diets and our ability to identify and react to consumer trends; (xi) effectiveness of advertising and marketing programs; (xii) significant marketing plan changes by large customers or loss of one or more large customers; (xiii) our ability to leverage brand value propositions; (xiv) changes in availability and relative costs of labor and contract farmers and our ability to maintain good relationships with team members, labor unions, contract farmers and independent producers providing us livestock, including as a result of our plan to relocate certain corporate team members to our world headquarters in Springdale, Arkansas; (xv) issues related to food safety, including costs resulting from product recalls, regulatory compliance and any related claims or litigation; (xvi) the effect of climate change and any legal or regulatory response thereto; (xvii) compliance with and changes to regulations and laws (both domestic and foreign), including changes in accounting standards, tax laws, environmental laws, agricultural laws and occupational, health and safety laws; (xviii) adverse results from litigation; (xix) risks associated with leverage, including cost increases due to rising interest rates or changes in debt ratings or outlook; (xx) impairment in the carrying value of our goodwill or indefinite life intangible assets; (xxi) our participation in a multiemployer pension plan; (xxii) volatility in capital markets or interest rates; (xxiii) risks associated with our commodity purchasing activities; (xxiv) the effect of, or changes in, general economic conditions; (xxv) impacts on our operations caused by factors and forces beyond our control, such as natural disasters, fire, bioterrorism, pandemics, armed conflicts or extreme weather; (xxvi) failure to maximize or assert our intellectual property rights; (xxvii) effects related to changes in tax rates, valuation of deferred tax assets and liabilities, or tax laws and their interpretation; and (xxviii) those factors listed under Item 1A.

The Company’s purpose is to raise the world’s expectations for how much good food can do by winning with our team members, winning with customers and consumers and winning with execution.

Various federal, state, regulatory agencies, and non-U.S. governments continue to consider and adopt programs to regulate, report, and control greenhouse gas emissions.

Tyson closely monitors developments in this area and strives to mitigate risks related to greenhouse gas emissions through sustainability initiatives.

We were selected as a potential grant recipient in fiscal 2022 under the USDA's Partnerships for Climate-Smart Commodities grant program.

Tyson Foods innovates continually to make protein more sustainable, tailor food for everywhere it’s available and raise the world’s expectations for how much good food can do.

We believe the supply of live hogs is adequate for our present needs.

With regards to our domestic food products we have two primary research and development locations, our Discovery Center in Springdale, Arkansas, and an Innovation Center located in Downers Grove, Illinois.

Congress, the United States Environmental Protection Agency, some states and non-U.S. governments continue to consider various options to control greenhouse gas emissions.

It is unclear at this time what options, if any, will be finalized, and whether such options would have a direct impact on the Company.

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.

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.

In response to the COVID-19 global pandemic ("COVID-19 pandemic", "COVID-19", "pandemic") and its related variants, we implemented and continue to implement various health, safety, and sanitation measures in all of our facilities.

In addition to our Chief Medical Officer, we have approximately 600 occupational health nurses and administrative support staff to assist in our ongoing efforts to protect frontline team members during the COVID-19 pandemic while also enhancing our culture of health, safety and wellbeing.

We continue to educate our U.S. team members about COVID-19 vaccines and boosters, provide our U.S. team members, their families and members of their household access to COVID-19 vaccines, boosters and case assessment of team members affected by the COVID-19 pandemic.

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

As of [removed: October 1, 2022,] [added: September 30, 2023,] we had approximately [removed: 142,000] [added: 139,000] team members and, at any time, have various employment practices matters outstanding.

On January 18, 2023, the district court entered Findings of Fact and Conclusions of Law in favor of the State of Oklahoma and directed the parties to confer in an attempt to reach an agreement on appropriate remedies by March 17, 2023.

On March 17, 2023, the parties received a 90-day extension from the district court and continued to confer on appropriate remedies.

On June 12, 2023, the Court ordered the parties to mediation.

The parties attended an in-person mediation on October 12, 2023, but were unable to reach a resolution.

Defendants subsequently filed a post-trial motion to dismiss, which remains pending.

On June 6, 2019, our poultry rendering facility in Hanceville, Alabama, acquired from American Proteins, Inc. in 2018, experienced a release of partially treated wastewater that reached a nearby river and resulted in a fish kill.

We took remediation efforts following the release to mitigate the impact.

The State of Alabama filed suit against Tyson Farms, Inc. on April 29, 2020 for the June 6, 2019 release, as well as a prior release.

Related civil suits have also been filed, which include individual and collective claims for compensatory and punitive damages against us and other defendants for alleged contamination of the local water supply, personal injury, property damage, diminution in property values, loss of recreational waterway use, lost non-profit revenue and business damages.

Certain plaintiffs also allege that the facility’s historical and ongoing operations constitute a nuisance under Alabama law and are also seeking injunctive relief.

On August 13, 2021, the court approved a settlement of all claims with the State of Alabama related to this action on terms not material to the Company.

While we do not admit any liability as part of the settlement, we believe that the settlement was in the best interests of the Company and its shareholders to avoid the uncertainty, risk, expense and distraction of protracted litigation.

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.

On December 19, 2019, a putative class of direct purchasers filed a class action against us, other turkey suppliers, and Agri Stats, Inc. in the United States District Court for the Northern District of Illinois.

The plaintiffs allege, among other things, that the defendants entered into an agreement to exchange competitively sensitive information regarding turkey supply, production and pricing plans, all with the intent to artificially inflate the price of turkey, in violation of the Sherman Act.

Plaintiffs are seeking treble damages, pre- and post-judgment interest, costs and attorneys’ fees on behalf of the putative class.

On April 13, 2020, a similar complaint was filed in the United States District Court for the Northern District of Illinois on behalf of a putative class of indirect purchasers of turkey alleging claims based on the Sherman Act and various state law causes of action.

The plaintiffs are seeking treble damages, pre- and post-judgment interest, costs, and attorneys’ fees on behalf of the putative class.

Since the original filing, certain putative class members have opted out of the matter and are proceeding with individual direct actions making similar claims, and others may do so in the future.

In April 2021, we reached agreement to settle all claims with the putative direct purchaser class for $4.625 million and with the putative commercial and institutional indirect purchaser class for $1.75 million.

On May 25, 2021, the Court granted preliminary approval of the settlement with the putative direct purchaser class, and on January 10, 2022, the Court granted final approval of the settlement with that class.

On July 28, 2021, the Court granted preliminary approval of the settlement with the putative commercial and institutional indirect purchaser class, and on February 10, 2022, the Court granted final approval of the settlement with that class.

While we do not admit any liability as part of the settlements, we believe that the settlements were in the best interests of the Company and its shareholders to avoid the uncertainty, risk, expense and distraction of protracted litigation.

The district court has not yet rendered its decision from the trial.

| | | | For the fiscal year ended | | | [removed: October 1, 2022] [added: September 30, 2023] | | | | | |

[removed: ][added: ]

On April [removed: 2, 2022,] [added: 1, 2023,] the aggregate market value of the registrant’s Class A Common Stock, $0.10 par value (“Class A stock”), and Class B Common Stock, $0.10 par value (“Class B stock”), held by non-affiliates of the registrant was [removed: $25,787,255,792] [added: $16,538,884,747] and [removed: $942,719,] [added: $614,259,] respectively.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of October [removed: 29, 2022.][added: 28, 2023.]

| Class [removed: A] [added: B] Common Stock, $0.10 Par Value (“Class [removed: A] [added: B] stock”) | | | | | | [removed: 289,578,956] [added: 70,009,005] | | |

| Class [removed: B] [added: A] Common Stock, $0.10 Par Value (“Class [removed: B] [added: A] stock”) | | | | | | [removed: 70,010,355] [added: 285,230,824] | | |

Portions of the registrant’s definitive Proxy Statement for the registrant’s Annual Meeting of Shareholders to be held February [removed: 9, 2023,] [added: 8, 2024,] are incorporated by reference into Part III of this Annual Report on Form 10-K.

| Item 1. | | | [removed: [Business](#iba82265c112649a7b072a99eca4e98cc_13)] [added: [Business](#ib5b07b0e51cc4fffb3a89951043ffb50_13)] | | | [removed: [2](#iba82265c112649a7b072a99eca4e98cc_13)] [added: [3](#ib5b07b0e51cc4fffb3a89951043ffb50_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#iba82265c112649a7b072a99eca4e98cc_16)] [added: Factors](#ib5b07b0e51cc4fffb3a89951043ffb50_16)] | | | [removed: [8](#iba82265c112649a7b072a99eca4e98cc_16)] [added: [9](#ib5b07b0e51cc4fffb3a89951043ffb50_16)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#iba82265c112649a7b072a99eca4e98cc_19)] [added: Comments](#ib5b07b0e51cc4fffb3a89951043ffb50_19)] | | | [removed: [19](#iba82265c112649a7b072a99eca4e98cc_19)] [added: [20](#ib5b07b0e51cc4fffb3a89951043ffb50_19)] | | |

| Item 2. | | | [removed: [Properties](#iba82265c112649a7b072a99eca4e98cc_22)] [added: [Properties](#ib5b07b0e51cc4fffb3a89951043ffb50_22)] | | | [removed: [19](#iba82265c112649a7b072a99eca4e98cc_22)] [added: [20](#ib5b07b0e51cc4fffb3a89951043ffb50_22)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#iba82265c112649a7b072a99eca4e98cc_25)] [added: Proceedings](#ib5b07b0e51cc4fffb3a89951043ffb50_25)] | | | [removed: [20](#iba82265c112649a7b072a99eca4e98cc_25)] [added: [21](#ib5b07b0e51cc4fffb3a89951043ffb50_25)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#iba82265c112649a7b072a99eca4e98cc_28)] [added: Disclosures](#ib5b07b0e51cc4fffb3a89951043ffb50_28)] | | | [removed: [21](#iba82265c112649a7b072a99eca4e98cc_28)] [added: [21](#ib5b07b0e51cc4fffb3a89951043ffb50_28)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#iba82265c112649a7b072a99eca4e98cc_37)] [added: Securities](#ib5b07b0e51cc4fffb3a89951043ffb50_37)] | | | [removed: [22](#iba82265c112649a7b072a99eca4e98cc_37)] [added: [23](#ib5b07b0e51cc4fffb3a89951043ffb50_37)] | | |

| Item 6. | | | [Selected Financial [removed: Data](#iba82265c112649a7b072a99eca4e98cc_40)] [added: Data](#ib5b07b0e51cc4fffb3a89951043ffb50_40)] | | | [removed: [24](#iba82265c112649a7b072a99eca4e98cc_40)] [added: [24](#ib5b07b0e51cc4fffb3a89951043ffb50_40)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#iba82265c112649a7b072a99eca4e98cc_43)] [added: Operations](#ib5b07b0e51cc4fffb3a89951043ffb50_43)] | | | [removed: [24](#iba82265c112649a7b072a99eca4e98cc_43)] [added: [25](#ib5b07b0e51cc4fffb3a89951043ffb50_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#iba82265c112649a7b072a99eca4e98cc_79)] [added: Risk](#ib5b07b0e51cc4fffb3a89951043ffb50_76)] | | | [removed: [42](#iba82265c112649a7b072a99eca4e98cc_79)] [added: [45](#ib5b07b0e51cc4fffb3a89951043ffb50_76)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#iba82265c112649a7b072a99eca4e98cc_82)] [added: Data](#ib5b07b0e51cc4fffb3a89951043ffb50_79)] | | | [removed: [45](#iba82265c112649a7b072a99eca4e98cc_82)] [added: [47](#ib5b07b0e51cc4fffb3a89951043ffb50_79)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#iba82265c112649a7b072a99eca4e98cc_178)] [added: Disclosure](#ib5b07b0e51cc4fffb3a89951043ffb50_172)] | | | [removed: [85](#iba82265c112649a7b072a99eca4e98cc_178)] [added: [91](#ib5b07b0e51cc4fffb3a89951043ffb50_172)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#iba82265c112649a7b072a99eca4e98cc_181)] [added: Procedures](#ib5b07b0e51cc4fffb3a89951043ffb50_175)] | | | [removed: [85](#iba82265c112649a7b072a99eca4e98cc_181)] [added: [91](#ib5b07b0e51cc4fffb3a89951043ffb50_175)] | | |

| Item 9B. | | | [Other [removed: Information](#iba82265c112649a7b072a99eca4e98cc_184)] [added: Information](#ib5b07b0e51cc4fffb3a89951043ffb50_178)] | | | [removed: [86](#iba82265c112649a7b072a99eca4e98cc_184)] [added: [92](#ib5b07b0e51cc4fffb3a89951043ffb50_178)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#iba82265c112649a7b072a99eca4e98cc_4398046513080)] [added: Inspections](#ib5b07b0e51cc4fffb3a89951043ffb50_181)] | | | [removed: [86](#iba82265c112649a7b072a99eca4e98cc_184)] [added: [92](#ib5b07b0e51cc4fffb3a89951043ffb50_178)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#iba82265c112649a7b072a99eca4e98cc_190)] [added: Governance](#ib5b07b0e51cc4fffb3a89951043ffb50_187)] | | | [removed: [86](#iba82265c112649a7b072a99eca4e98cc_190)] [added: [92](#ib5b07b0e51cc4fffb3a89951043ffb50_187)] | | |

| Item 11. | | | [Executive [removed: Compensation](#iba82265c112649a7b072a99eca4e98cc_193)] [added: Compensation](#ib5b07b0e51cc4fffb3a89951043ffb50_190)] | | | [removed: [86](#iba82265c112649a7b072a99eca4e98cc_193)] [added: [92](#ib5b07b0e51cc4fffb3a89951043ffb50_190)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#iba82265c112649a7b072a99eca4e98cc_196)] [added: Matters](#ib5b07b0e51cc4fffb3a89951043ffb50_193)] | | | [removed: [86](#iba82265c112649a7b072a99eca4e98cc_196)] [added: [93](#ib5b07b0e51cc4fffb3a89951043ffb50_193)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#iba82265c112649a7b072a99eca4e98cc_199)] [added: Independence](#ib5b07b0e51cc4fffb3a89951043ffb50_196)] | | | [removed: [87](#iba82265c112649a7b072a99eca4e98cc_199)] [added: [93](#ib5b07b0e51cc4fffb3a89951043ffb50_196)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#iba82265c112649a7b072a99eca4e98cc_202)] [added: Services](#ib5b07b0e51cc4fffb3a89951043ffb50_199)] | | | [removed: [87](#iba82265c112649a7b072a99eca4e98cc_202)] [added: [93](#ib5b07b0e51cc4fffb3a89951043ffb50_199)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#iba82265c112649a7b072a99eca4e98cc_208)] [added: Schedules](#ib5b07b0e51cc4fffb3a89951043ffb50_205)] | | | [removed: [87](#iba82265c112649a7b072a99eca4e98cc_208)] [added: [93](#ib5b07b0e51cc4fffb3a89951043ffb50_205)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#iba82265c112649a7b072a99eca4e98cc_217)] [added: Summary](#ib5b07b0e51cc4fffb3a89951043ffb50_214)] | | | [removed: [94](#iba82265c112649a7b072a99eca4e98cc_217)] [added: [102](#ib5b07b0e51cc4fffb3a89951043ffb50_214)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b) ☐

| [PART I](#ib5b07b0e51cc4fffb3a89951043ffb50_10) | | | | | | | | |

| [PART II](#ib5b07b0e51cc4fffb3a89951043ffb50_34) | | | | | | | | |

| [PART III](#ib5b07b0e51cc4fffb3a89951043ffb50_184) | | | | | | | | |

| [PART IV](#ib5b07b0e51cc4fffb3a89951043ffb50_202) | | | | | | | | |

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

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

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

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

The following table summarizes our domestic properties as of [removed: October 1, 2022:][added: September 30, 2023:]

| | | | Number of Facilities(1) | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | |]

| | | | Owned | | | | | | Leased | | | | | | Total | | | | | | Capacity(2) | | | [removed: | | | Average Capacity Utilization | | |]

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

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

| Chicken Segment [removed: Operation] Facilities | | | [removed: 178] [added: 176] | | | | | | 7 | | | | | | [removed: 185] [added: 183] | | | | | | [removed: 47] [added: 45] million head | | | [removed: | | | 83 | | % |]

| Prepared Foods Segment [removed: Operation] Facilities | | | [removed: 34] [added: 36] | | | | | | — | | | | | | [removed: 34] [added: 36] | | | | | | [removed: 73] [added: 71] million pounds | | | [removed: | | | 77 | | % |]

[removed: (2)Capacity] [added: Capacity] per week is based on the following: Beef and Pork (six day week) and Chicken and Prepared Foods (five day week).

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

Our International/Other foreign production operations in Asia-Pacific and China-Korea include one beef facility, [removed: 20] [added: 21] chicken processing facilities, [removed: four] [added: three] feed mills and one broiler hatchery.

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(2)Capacity per week is not an indication of production rates.

Utilization of capacity varies by facility based on the type of products assigned and the level of demand for those products.

As described in Part II, Item 8, Notes to Consolidated Financial Statements, Note 7: Restructuring and Related Charges, we announced the closures of six Chicken segment facilities of which two have closed as of September 30, 2023 and four are expected to close in the first half of fiscal 2024.

We believe our present facilities are generally adequate and suitable, have sufficient capacity and are appropriately utilized for our current purposes.

Fluctuations in inventories, production and utilization may occur based upon seasonal or other changes in demand for our products.

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Average capacity utilization is based on capacity available throughout the year.

The Prepared Foods segment includes one processing facility that is shared with and is included in the Chicken segment in the table above.

We believe our present facilities are generally adequate and suitable for our current purposes; however, seasonal fluctuations in inventories and production may occur as a reaction to market demands for certain products.

Chairman of the Board of Directors John Tyson is the father of Chief [removed: Sustainability] [added: Financial] Officer John R.

The name, title, age (as of [removed: October 1, 2022)] [added: September 30, 2023)] 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: 69] [added: 70] | | | | | | 2011 | | |

| [removed: Stewart Glendinning] [added: John R. Tyson] | | | | | | Executive Vice President and Chief Financial Officer | | | | | | [removed: 57] [added: 33] | | | | | | [removed: 2017] [added: 2019] | | |

| Donnie King | | | | | | President and Chief Executive Officer | | | | | | [removed: 60] [added: 61] | | | | | | 2019 | | |

| Jason Nichol | | | | | | Chief Customer Officer | | | | | | [removed: 50] [added: 51] | | | | | | 2021 | | |

| Johanna Söderström | | | | | | Executive Vice President and Chief People Officer | | | | | | [removed: 51] [added: 52] | | | | | | 2020 | | |

| Phillip Thomas | | | | | | Vice President, Controller and Chief Accounting Officer | | | | | | [removed: 47] [added: 48] | | | | | | 2020 | | |

Mr. [removed: Bray] [added: Deckinger] was employed [removed: at Kraft Foods Group] [added: by The Boeing Company] prior to joining the Company.

[removed: Stewart Glendinning] [added: Jason Nichol] was appointed [removed: Executive Vice President and] Chief [removed: Financial] [added: Customer] Officer in February [removed: 2018] [added: 2021] after serving as [removed: Executive] [added: Senior] Vice [removed: President] [added: President, Walmart] since [added: March 2016 and as Vice President, Walmart since] his initial employment [removed: by] [added: with] the Company in [removed: December 2017.][added: April 2015.]

Mr. King served as [removed: Group President, International and] Chief Administration Officer from February 2019 to September 2020 in addition to the role of Group President, International from January 2019 to February 2020.

[removed: Jason Nichol] [added: Tyson] was appointed [added: Executive Vice President and] Chief [removed: Customer] [added: Financial] Officer in [removed: February 2021] [added: October 2022] after serving as [removed: Senior] [added: Executive] Vice President, [removed: Walmart since March 2016] [added: Strategy] and [added: Chief Sustainability Officer since October 2021,] as [removed: Vice President, Walmart] [added: Chief Sustainability Officer] from [added: September 2019 to October 2021, and as Director, Office of the Chief Executive Officer since] his initial employment [removed: by] [added: with] the Company in [removed: April 2015 to February 2016.][added: May 2019.]

Johanna Söderström was appointed Executive Vice President and Chief People Officer in October 2021 after serving as Executive Vice President and Chief Human Resources Officer since [added: her initial employment with the Company in] July 2020.

[removed: Amy] [added: Prior to that role, Ms.] Tu [removed: was appointed] [added: served as] Executive Vice President and Chief Legal Officer and [removed: Secretary, Global Governance and Corporate Affairs in] [added: Secretary from] October 2021 [removed: after serving] [added: to January 2023,] as Executive Vice President, General Counsel and Secretary [removed: since] [added: from] November 2020 [added: to October 2021] and [added: as] Executive Vice President and General Counsel since [added: her initial employment with the Company in] December 2017.

| Adam Deckinger | | | | | | General Counsel and Secretary | | | | | | 47 | | | | | | 2023 | | |

| Melanie Boulden | | | | | | Group President, Prepared Foods and Chief Growth Officer | | | | | | 51 | | | | | | 2023 | | |

| Wes Morris | | | | | | Group President, Poultry | | | | | | 58 | | | | | | 2023 | | |

| Brady Stewart | | | | | | Group President, Beef, Pork and Chief Supply Chain Officer | | | | | | 44 | | | | | | 2023 | | |

| Amy Tu | | | | | | President, International | | | | | | 56 | | | | | | 2017 | | |

Adam Deckinger was appointed as General Counsel and Secretary in January 2023 after serving as Senior Vice President and Head of Law and Compliance since November 2022.

Prior to that role, Mr. Deckinger served as Vice President and Associate General Counsel since his initial employment with the Company in April 2018.

Melanie Boulden was appointed Group President, Prepared Foods in September 2023 after serving as Chief Growth Officer since her initial employment with the Company in February 2023.

Prior to joining the Company, Ms. Boulden was employed by The Coca-Cola Company from 2019 to 2022, Reebok International from 2018 to 2019, and Crayola and Kraft Foods prior to that.

Wes Morris was appointed Group President, Poultry in January 2023 after serving as a consultant to the Company since October 2020.

Mr. Morris was previously employed by the Company from 1999 until 2017, and has served in many leadership roles including President, Prepared Foods Operations.

Mr. Morris was employed by Simmons Foods before his return to the Company.

Brady Stewart was appointed Group President, Beef, Pork and Chief Supply Chain Officer in August 2023 after serving as Group President, Fresh Meats since his initial employment with the Company in January 2023.

Prior to joining the Company, Mr. Stewart was employed by Smithfield Foods from 2017 to 2022 and the Kansas City Sausage Company prior to that.

Amy Tu was appointed President, International in October 2022.

Ms. Tu also held the role of Chief Administrative Officer from October 2022 to August 2023.

| David Bray | | | | | | Group President Poultry | | | | | | 53 | | | | | | 2021 | | |

| Shane Miller | | | | | | Group President Fresh Meats | | | | | | 53 | | | | | | 2021 | | |

| Scott Spradley | | | | | | Executive Vice President and Chief Technology and Automation Officer | | | | | | 57 | | | | | | 2017 | | |

| Amy Tu | | | | | | Executive Vice President, Chief Legal Officer and Secretary, Global Governance and Corporate Affairs | | | | | | 55 | | | | | | 2017 | | |

| John R. Tyson | | | | | | Executive Vice President, Strategy and Chief Sustainability Officer | | | | | | 32 | | | | | | 2019 | | |

David Bray was appointed Group President Poultry in June 2021 after serving as Senior Vice President, Retail Poultry and Case Ready Meats since August 2020 and as Senior Vice President, Grocery from April 2017 to July 2020.

Mr. Bray previously served as Vice President, Grocery Sales from September 2014 to April 2017 and as Vice President, Consumer Product Customer Development from March 2011 to September 2014.

Mr. Glendinning was employed at Molson Coors Brewing Company 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.

Shane Miller was appointed Group President, Fresh Meats in February 2021 after serving as Chief Operating Officer, Fresh Meats since October 2020.

Mr. Miller previously served as Senior Vice President and General Manager, Beef Enterprise from January 2019 to October 2020, Senior Vice President, General Manager, Value Added & Case Ready from February 2018 to January 2019, Senior Vice President, Pork from July 2015 to February 2018 and Senior Vice President, Pork Margin Management from May 2013 to July 2015.

Mr. Miller has held numerous other management and leadership roles since joining the Company in 2002.

Scott Spradley was appointed Executive Vice President and Chief Technology and Automation Officer in October 2021 after serving as Executive Vice President and Chief Technology Officer since 2017.

Mr. Spradley was employed by Hewlett Packard Enterprise prior to joining the Company.

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.

Tyson was appointed Executive Vice President, Strategy and Chief Sustainability Officer in October 2021 after serving as Chief Sustainability Officer since September 2019, and Director, Office of the Chief Executive Officer since May 2019.

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.

We [removed: have] [added: have,] issued and [removed: outstanding] [added: outstanding,] two classes of capital stock, Class A stock and Class B stock.

As of October [removed: 29, 2022,] [added: 28, 2023,] there were approximately [removed: 24,000] [added: 25,000] holders of record of our Class A stock and six holders of record of our Class B stock.

In fiscal [removed: 2022,] [added: 2023,] the annual dividend rate for Class A stock was [removed: $1.84] [added: $1.92] per share and the annual dividend rate for Class B stock was [removed: $1.656] [added: $1.728] per share.

Effective November [removed: 11, 2022,] [added: 10, 2023,] the Board of Directors increased the quarterly dividend previously declared on August [removed: 11, 2022,] [added: 10, 2023,] to [removed: $0.48] [added: $0.49] per share on our Class A common stock and [removed: $0.432] [added: $0.441] per share on our Class B common stock.

The increased quarterly dividend is payable on December 15, [removed: 2022,] [added: 2023,] to shareholders of record at the close of business on December 1, [removed: 2022.][added: 2023.]

The Board also declared a quarterly dividend of [removed: $0.48] [added: $0.49] per share on our Class A common stock and [removed: $0.432] [added: $0.441] per share on our Class B common stock, payable on March 15, [removed: 2023,] [added: 2024,] to shareholders of record at the close of business on March 1, [removed: 2023.][added: 2024.]

We anticipate the remaining quarterly dividends in fiscal [removed: 2023] [added: 2024] will be [removed: $0.48] [added: $0.49] and [removed: $0.432] [added: $0.441] per share of our Class A and Class B stock, respectively.

This results in an annual dividend rate in fiscal [removed: 2023] [added: 2024] of [removed: $1.92] [added: $1.96] for Class A shares and [removed: $1.728] [added: $1.764] for Class B shares, or a [removed: 4%] [added: 2%] increase compared to the fiscal [removed: 2022] [added: 2023] annual dividend rate.

(2)We purchased [removed: 114,442] [added: 193,429] 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: 110,604] [added: 165,441] shares purchased in open market transactions and [removed: 3,838] [added: 27,988] shares withheld to cover required tax withholdings on the vesting of restricted stock.

The following graph shows a five-year comparison of cumulative total returns for our Class A stock, the Standard & Poor’s (“S&P”) 500 [removed: Index] [added: Index, our old peer group] and our [added: new] peer group of companies described below.

[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: 2017,] [added: 2018,] is presented for each of the periods for the Company, the S&P 500 Index and our [added: old and new] peer [removed: group.][added: groups.]

The complete list of our [added: old] peer group includes: Archer-Daniels-Midland Company, Bunge Limited, Campbell Soup Company, ConAgra Foods, Inc., General Mills, Inc., Hormel Foods Corp., Kellogg Co., Kraft Heinz Company, Mondelez International Inc., PepsiCo, Inc., Pilgrim’s Pride Corporation, The Coca-Cola Company, The Hershey Company and The J.M. Smucker Company.

The graph compares the performance of the Company’s Class A common stock with that of the S&P 500 Index and our [added: old and new] peer [removed: group,] [added: groups,] with the return of each company in the peer [removed: group] [added: groups] weighted on market capitalization.

| Jul. 2, 2023 to Jul. 29, 2023 | | | 73,856 | | | | | | $ | 52.72 | | — | | | | | | 7,301,400 | | |

| Jul. 30, 2023 to Sept. 2, 2023 | | | 86,157 | | | | | | 54.69 | | | — | | | | | | 7,301,400 | | |

| Sept. 3, 2023 to Sept. 30, 2023 | | | 33,416 | | | | | | 52.57 | | | — | | | | | | 7,301,400 | | |

| Total | | | 193,429 | | | | | | $ | 53.57 | | — | | | | | | 7,301,400 | | |

| | | | | | | | | | 9/29/18 | | | | | | 9/28/19 | | | | | | 10/3/20 | | | | | | 10/2/21 | | | | | | 10/1/22 | | | | | | 9/30/23 | | |

| Tyson Foods, Inc. | | | | | | | | | $ | 100.00 | | | | | $ | 146.23 | | | | | $ | 104.29 | | | | | $ | 141.12 | | | | | $ | 121.45 | | | | | $ | 96.20 | |

| S&P 500 Index | | | | | | | | | 100.00 | | | | | | 103.72 | | | | | | 119.51 | | | | | | 157.80 | | | | | | 131.85 | | | | | | 160.31 | | |

| Old Peer Group | | | | | | | | | 100.00 | | | | | | 115.97 | | | | | | 119.31 | | | | | | 131.90 | | | | | | 146.85 | | | | | | 152.76 | | |

| New Peer Group | | | | | | | | | 100.00 | | | | | | 129.98 | | | | | | 143.64 | | | | | | 159.24 | | | | | | 158.38 | | | | | | 186.28 | | |

During fiscal 2023, we changed our peer group to include geographically relevant peers in addition to those operating in the manufacturing, food and CPG industries.

Our new peer group includes: Albertsons Companies, Archer Daniels Midland Co., Bunge Ltd., Caterpillar Inc., Coca-Cola Co., Deere & Co., J.B. Hunt Transport Services, Kraft Heinz Co., Mondelez International, Inc., PepsiCo Inc., Performance Food Group, Sysco Corp., United Natural Foods, U.S. Foods Holding, Proctor & Gamble and Walmart Inc.

| 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 | | |

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Sales | | | $ | [removed: 53,282] [added: 52,881] | | | | | $ | [removed: 47,049] [added: 53,282] | | | | | $ | [removed: 43,185] [added: 47,049] | |

| Cost of Sales | | | [removed: 46,614] [added: 50,250] | | | | | | [removed: 40,523] [added: 46,614] | | | | | | [removed: 37,801] [added: 40,523] | | |

| Gross Profit | | | [removed: 6,668] [added: 2,631] | | | | | | [removed: 6,526] [added: 6,668] | | | | | | [removed: 5,384] [added: 6,526] | | |

| Selling, General and Administrative | | | [removed: 2,258] [added: 2,245] | | | | | | [removed: 2,130] [added: 2,258] | | | | | | [removed: 2,376] [added: 2,130] | | |

| Operating Income [added: (Loss)] | | | [removed: 4,410] [added: (395)] | | | | | | [removed: 4,396] [added: 4,410] | | | | | | [removed: 3,008] [added: 4,396] | | |

| Interest income | | | [removed: (17)] [added: (30)] | | | | | | [removed: (8)] [added: (17)] | | | | | | [removed: (10)] [added: (8)] | | |

| Interest expense | | | [removed: 365] [added: 355] | | | | | | [removed: 428] [added: 365] | | | | | | [removed: 485] [added: 428] | | |

| Other, net | | | [removed: (87)] [added: (42)] | | | | | | [removed: (65)] [added: (87)] | | | | | | [removed: (131)] [added: (65)] | | |

| Total Other (Income) Expense | | | [removed: 261] [added: 283] | | | | | | [removed: 355] [added: 261] | | | | | | [removed: 344] [added: 355] | | |

| Income [added: (Loss)] before Income Taxes | | | [removed: 4,149] [added: (678)] | | | | | | [removed: 4,041] [added: 4,149] | | | | | | [removed: 2,664] [added: 4,041] | | |

| Income Tax Expense [added: (Benefit)] | | | [removed: 900] [added: (29)] | | | | | | [removed: 981] [added: 900] | | | | | | [removed: 593] [added: 981] | | |

| Net Income [added: (Loss)] | | | [removed: 3,249] [added: (649)] | | | | | | [removed: 3,060] [added: 3,249] | | | | | | [removed: 2,071] [added: 3,060] | | |

| Less: Net Income [added: (Loss)] Attributable to Noncontrolling Interests | | | [removed: 11] [added: (1)] | | | | | | [removed: 13] [added: 11] | | | | | | [removed: 10] [added: 13] | | |

| Net Income [added: (Loss)] Attributable to Tyson | | | $ | [removed: 3,238] [added: (648)] | | | | | $ | [removed: 3,047] [added: 3,238] | | | | | $ | [removed: 2,061] [added: 3,047] | |

| [removed: Weighted Average Shares Outstanding:] [added: Class B weighted average shares] | | | [added: 70] | | | | | | [added: 70] | | | | | | [added: 70] | | |

| Class [removed: B] [added: A] Basic | | | [removed: 70] [added: $] | [added: (1.87)] | | | | | [removed: 70] [added: $] | [added: 9.18] | | | | | [removed: 70] [added: $] | [added: 8.57] | |

| Net Income [added: (Loss)] Per Share Attributable to Tyson: | | | | | | | | | | | | | | | | | |

| Class A Basic | | | $ | [removed: 9.18] [added: (1.87)] | | | | | $ | [removed: 8.57] [added: 9.18] | | | | | $ | [removed: 5.79] [added: 8.57] | |

| Class B Basic | | | $ | [removed: 8.25] [added: (1.68)] | | | | | $ | [removed: 7.70] [added: 8.25] | | | | | $ | [removed: 5.21] [added: 7.70] | |

| Diluted | | | $ | [removed: 8.92] [added: (1.87)] | | | | | $ | [removed: 8.34] [added: 8.92] | | | | | $ | [removed: 5.64] [added: 8.34] | |

| Net Income [added: (Loss)] | | | $ | [removed: 3,249] [added: (649)] | | | | | $ | [removed: 3,060] [added: 3,249] | | | | | $ | [removed: 2,071] [added: 3,060] | |

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

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

| Currency translation | | | [removed: (162)] [added: 29] | | | | | | [removed: 17] [added: (162)] | | | | | | [removed: (29)] [added: 17] | | |

| Postretirement benefits | | | [removed: 43] [added: 5] | | | | | | [removed: (11)] [added: 43] | | | | | | [removed: (43)] [added: (11)] | | |

| Total Other Comprehensive Income (Loss), Net of Taxes | | | [removed: (125)] [added: 37] | | | | | | [removed: 7] [added: (125)] | | | | | | [removed: (62)] [added: 7] | | |

| Comprehensive Income [added: (Loss)] | | | [removed: 3,124] [added: (612)] | | | | | | [removed: 3,067] [added: 3,124] | | | | | | [removed: 2,009] [added: 3,067] | | |

| Less: Comprehensive Income [added: (Loss)] Attributable to Noncontrolling Interests | | | [removed: 11] [added: (1)] | | | | | | [removed: 13] [added: 11] | | | | | | [removed: 10] [added: 13] | | |

| Comprehensive Income [added: (Loss)] Attributable to Tyson | | | $ | [removed: 3,113] [added: (611)] | | | | | $ | [removed: 3,054] [added: 3,113] | | | | | $ | [removed: 1,999] [added: 3,054] | |

| [removed: October 1, 2022, and October 2, 2021] | | | [added: September 30, 2023] | | | | | | [added: October 1, 2022] | | | [added: | | | October 2, 2021 | | |]

| | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |

| Cash and cash equivalents | | | $ | [removed: 1,031] [added: 573] | | | | | $ | [removed: 2,507] [added: 1,031] | |

| Accounts receivable, net | | | [removed: 2,577] [added: 2,476] | | | | | | [removed: 2,400] [added: 2,577] | | |

| Inventories | | | [removed: 5,514] [added: 5,328] | | | | | | [removed: 4,382] [added: 5,514] | | |

| Other current assets | | | [removed: 508] [added: 345] | | | | | | [removed: 533] [added: 508] | | |

| Total Current Assets | | | [removed: 9,630] [added: 8,722] | | | | | | [removed: 9,822] [added: 9,630] | | |

| Net Property, Plant and Equipment | | | [removed: 8,685] [added: 9,634] | | | | | | [removed: 7,837] [added: 8,685] | | |

| Goodwill | | | [removed: 10,513] [added: 9,878] | | | | | | [removed: 10,549] [added: 10,513] | | |

| Intangible Assets, net | | | [removed: 6,252] [added: 6,098] | | | | | | [removed: 6,519] [added: 6,252] | | |

| | | | fiscal year ended | | | | | | | | | | | | | | |

| Goodwill Impairment | | | 781 | | | | | | — | | | | | | — | | |

| | | | fiscal year ended | | | | | | | | | | | | | | |

| | | | September 30, 2023 | | | | | | October 1, 2022 | | |

| | | | | | | | | | | | | | | | | | | | | | fiscal year ended | | | | | | | | | | | | | | |

| Business combinations | | | | | | | | | 28 | | | | | | | | | | | | — | | | | | | | | | | | | — | | |

| | | | fiscal year ended | | | | | | | | | | | | | | |

| Net income (loss) | | | $ | (649) | | | | | $ | 3,249 | | | | | $ | 3,060 | |

| Impairment of goodwill | | | 781 | | | | | | — | | | | | | — | | |

| Impairments and disposals of assets | | | 101 | | | | | | 34 | | | | | | 60 | | |

| Other, net | | | 115 | | | | | | (51) | | | | | | (57) | | |

| Acquisitions, net of cash acquired | | | (262) | | | | | | — | | | | | | — | | |

Inventories are presented net of lower of cost or net realizable value adjustments of $145 million and $60 million as of September 30, 2023 and October 1, 2022, respectively.

During the third quarter of fiscal 2023, we experienced lower than anticipated operating results and changing market fundamentals, as well as a drop in our market capitalization to below book value.

Consequently, we performed an interim assessment of goodwill and recorded a $448 million goodwill impairment charge of which $210 million and $238 million was recognized in our Chicken segment and International/Other, respectively.

We performed our annual impairment assessment as of the first day of our fourth quarter in fiscal 2023, and it did not result in an additional goodwill impairment.

However, during the fourth quarter of fiscal 2023, we experienced an increase in long-term treasury rates which caused a net 50 basis point increase in the discount rates used in estimating the fair value of the reporting units, and we determined it was necessary to perform a quantitative assessment for the Beef, Pork and two Chicken segment reporting units as of September 30, 2023.

Based on this quantitative assessment, we determined that our Pork and two Chicken segment reporting units' estimated fair values exceeded their carrying values.

For the Beef reporting unit, the increased discount rate resulted in a decrease in its estimated fair value to below its carrying value.

Accordingly, we recognized a $333 million goodwill impairment charge to partially impair its goodwill.

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

The following reporting units' were considered at heightened risk of impairment as of the date of the most recent estimated fair value determination: our Chicken segment reporting units, our Beef reporting unit and our Pork reporting unit with goodwill totaling $3.1 billion, $0.3 billion and $0.4 billion, respectively, at September 30, 2023.

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

Our reporting units with heightened risk of future impairments with $3.8 billion carrying value at September 30, 2023, as well as the brand with $0.5 billion carrying value, as described above, all have less than 10% of excess fair value above carrying value as of the date of the most recent estimated fair value determination.

Consequently, their estimated fair values remain highly sensitive to future discount rate increases, changing macro-economic conditions and achievement of projected long-term operating margins.

Discount rates increased by approximately 50 basis points from the date of our annual impairment assessment to September 30, 2023.

Although the remaining reporting units and indefinite life intangible assets generally had more than 20% excess fair value over carrying amount as of the date of the most recent estimated fair value determination, they are also susceptible to impairments if any assumptions, estimates, or market factors significantly change in the future.

| | | | 2023 | | | | | | 2022 | | |

Supplier Financing Programs

We have supplier financing programs with financial institutions, in which we agree to pay the financial institution the stated amount of confirmed invoices on the invoice due date for participating suppliers.

Participation in these programs is optional and solely up to the supplier, who negotiates the terms of the arrangement directly with the financial institution and may allow early payment.

Supplier participation in these programs has no bearing on the Company's amounts due.

The payment terms that we have with participating suppliers under these programs are generally up to 120 days.

We do not have an economic interest in a supplier's participation in the program or a direct financial relationship with the financial institution funding the program.

We are responsible for ensuring that participating financial institutions are paid according to the terms negotiated with the supplier.

The outstanding payment obligations due to the financial institutions as of the end of a period are included in accounts payable in the Consolidated Balance Sheets.

The activity related to these programs is reflected within the operating activities section of the Consolidated Statements of Cash Flows.

Supplier financing program disclosures are omitted as they are deemed immaterial.

Government Assistance Programs

We periodically receive government assistance typically in the form of cash grants or refundable tax credits (collectively “Grant” or “Grants”).

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

| Class A Basic | | | 290 | | | | | | 293 | | | | | | 293 | | |

| Diluted | | | 363 | | | | | | 365 | | | | | | 365 | | |

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

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

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

| Impairment of assets | | | 34 | | | | | | 60 | | | | | | 48 | | |

| Borrowings on revolving credit facility | | | — | | | | | | — | | | | | | 1,210 | | |

| Payments on revolving credit facility | | | — | | | | | | — | | | | | | (1,280) | | |

All of our material reporting units’ estimated fair value exceeded their carrying value by more than 20% at the date of their most recent estimated fair value determination, other than one of our Chicken segment reporting units and two of our International reporting units with goodwill totaling $0.6 billion and $0.2 billion, respectively, at October 1, 2022.

(a) $127 million of funds held in an escrow account for litigation settlements were included as restricted cash within Other current assets in the Consolidated Balance Sheet as of October 2, 2021 and no funds were held in the escrow account as of October 1, 2022.

In August 2020, the FASB issued guidance that simplifies the accounting for debt with conversion options, revises the criteria for applying the derivative scope exception for contracts in an entity’s own equity and improves the consistency for the calculation of earnings per share.

Early adoption is permitted for annual periods and interim periods within those annual periods beginning after December 15, 2020, our fiscal 2022.

In December 2019, the FASB issued guidance that simplifies the accounting for income taxes by removing certain exceptions to general principles in Topic 740 and clarifies other general principles by adding certain requirements to Topic 740.

On January 15, 2020, we acquired a 40% minority interest in a vertically-integrated Brazilian poultry producer for $122 million.

On February 7, 2020, we acquired a 50% interest in a joint venture serving the worldwide fats and oils market for $61 million.

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

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

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

| Sale of pet treats business | | | — | | | | | | — | | | | | | — | | | | | | (350) | | | | | | — | | | | | | — | | | | | | (350) | | |

| Balance at October 2, 2021 (a) | | | $ | 676 | | | | | $ | 423 | | | | | $ | 3,274 | | | | | $ | 5,784 | | | | | $ | 392 | | | | | $ | — | | | | | $ | 10,549 | |

| 2023 | | | $ | 154 | |

2020 Program

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

We recognized $60 million of cumulative pretax charges in fiscal 2020 associated with the 2020 Program consisting of severance and employee related costs.

The 2020 Program was completed in fiscal 2022, and there was no significant activity in fiscal 2022 or fiscal 2021 and no remaining liabilities associated with this plan.

| 4.50% Senior notes due June 2022 | | | — | | | | | | 1,000 | | |

As of October 1, 2022, we had no commercial paper outstanding.

June 2022 Notes

On March 15, 2022, we redeemed the $1 billion outstanding balance of the Senior Notes due June 2022 using cash on hand.

During fiscal 2020, state tax expense, net of federal benefit, was $78 million.

| | | | $ | 821 | | | | | $ | 3,076 | | | | | $ | 937 | | | | | $ | 2,963 | |

| Effect of dilutive securities: | | | | | | | | | | | | | | | | | |

During fiscal 2022, 2021 and 2020, we did not reclassify significant pretax gains or losses into earnings as a result of the discontinuance of cash flow hedges.

| Gain (Loss) Recognized in OCI on Derivatives | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

| Cash Flow Hedge – Derivatives designated as hedging instruments: | | | | | | | | | | | | | | | | | |

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

| | | | Commodity contracts | | | 254 | | | | | | 70 | | | | | | (103) | | |

| | | | Interest rate contracts | | | $ | (1) | | | | | $ | (1) | | | | | $ | (6) | |

| Total Assets | | | $ | 14 | | | | | $ | 645 | | | | | $ | 48 | | | | | $ | (99) | | | | | $ | 608 | |

Based on that evaluation, the CEO and CFO concluded that, as of [removed: October 1, 2022,] [added: September 30, 2023,] our disclosure controls and procedures were effective.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting as of [removed: October 1, 2022.][added: September 30, 2023.]

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 [removed: October 1, 2022.][added: September 30, 2023.]

The Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, who has audited the fiscal [removed: 2022] [added: 2023] 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 [removed: October 1, 2022] [added: September 30, 2023] 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 [removed: October 1, 2022] [added: September 30, 2023] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Rule 10b5-1 Trading Plans

During the three months ended September 30, 2023, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

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.

See information set forth under the captions “Election of Directors” and “Board of Directors and Corporate Governance Information” in the Company’s definitive Proxy Statement for the Company’s Annual Meeting of Shareholders to be held February [removed: 9, 2023] [added: 8, 2024] (the “Proxy Statement”), which information is incorporated herein by reference.

See the information set forth under the captions “Executive Compensation,” “Director Compensation For Fiscal Year [removed: 2022,”] [added: 2023,”] “Compensation Discussion and Analysis,” “Report of the Compensation and Leadership Development Committee” and “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 [removed: October 1, 2022:][added: September 30, 2023:]

(a) Shares of Class A Common Stock available for future issuance as of [removed: October 1, 2022,] [added: September 30, 2023,] under the Stock Incentive Plan [removed: (8,459,910),] [added: (6,923,370),] the Employee Stock Purchase Plan [removed: (9,462,554)] [added: (8,000,710)] and the Retirement Savings Plan (7,647,608).

| Equity compensation plans approved by security holders | | | 6,380,008 | | | | | | $ | 67.65 | | | | | 22,571,688 | | |

| Total | | | 6,380,008 | | | | | | $ | 67.65 | | | | | 22,571,688 | | |

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

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

Consolidated Statements of Income for the three years ended [removed: October 1, 2022][added: September 30, 2023]

Consolidated Statements of Comprehensive Income for the three years ended [removed: October 1, 2022][added: September 30, 2023]

Consolidated Balance Sheets at [removed: October 1, 2022,] [added: September 30, 2023,] and October [removed: 2, 2021][added: 1, 2022]

Consolidated Statements of Shareholders’ Equity for the three years ended [removed: October 1, 2022][added: September 30, 2023]

Consolidated Statements of Cash Flows for the three years ended [removed: October 1, 2022][added: September 30, 2023]

Financial Statement Schedule - Schedule II Valuation and Qualifying Accounts for the three years ended [removed: October 1, 2022][added: September 30, 2023]

| 3.1 | | | | | | [Restated Certificate of Incorporation of the Company (previously filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended October 3, 1998, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/100493/0000100493-98-000013.txt) | | | [added: | | |]

| 3.2 | | | | | | [Sixth Amended and Restated By-Laws of the Company (previously filed as Exhibit 3.1 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 12, 2020, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/100493/000010049320000043/tsn20208kexh-31.htm) | | | [added: | | |]

| 4.1 | | | | | | [Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (previously filed as Exhibit 4.1 to the Company's Annual Report on Form 10-K for the period ended September 28, 2019, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/100493/000010049319000118/tsn2019q4exh-41.htm) | | | [added: | | |]

| 4.2 | | | | | | [Indenture dated June 1, 1995, by and between the Company and The Chase Manhattan Bank, N.A., as Trustee (the “Company Indenture”) (previously filed as Exhibit 4 to Registration Statement on Form S-3, filed with the Commission on December 18, 1997, Registration No. 333-42525, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/100493/0000100493-97-000014.txt) | | | [added: | | |]

| 4.3 | | | | | | [Form of 7.0% Note due January 15, 2028, issued under the Company Indenture (previously filed as Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the period ended December 27, 1997, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/100493/0000100493-98-000007.txt) | | | [added: | | |]

| 4.4 | | | | | | [Supplemental Indenture dated as of June 13, 2012, by and between the Company and The Bank of New York Mellon Trust Company, National Association (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 4.1 to the Company's Current Report on Form 8-K filed June 13, 2012, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/100493/000119312512269017/d366141dex41.htm) | | | [added: | | |]

| [removed: 4.5] [added: 4.7] | | | | | | [Form of [removed: 4.50%] [added: 3.95%] Senior Note due [removed: 2022 (previously filed as Exhibit 4.2 and included] [added: 2024 (included] in Exhibit [removed: 4.1] [added: 4.4] to the Company's Current Report on Form 8‑K filed [removed: June 13, 2012,] [added: August 8, 2014,] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/100493/000119312512269017/d366141dex41.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/100493/000119312514302725/d770620dex44.htm)] | | | [added: | | |]

| [removed: 4.6] [added: 4.5] | | | | | | [Supplemental Indenture dated as of August 8, 2014, by and between the Company and The Bank of New York Mellon Trust Company, National Association (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 4.2 to the Company's Current Report on Form 8-K filed August 8, 2014, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/100493/000119312514302725/d770620dex42.htm) | | | [added: | | |]

| [removed: 4.7] [added: 4.6] | | | | | | [Supplemental Indenture dated as of August 8, 2014, by and between the Company and The Bank of New York Mellon Trust Company, National Association (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 Company's Current Report on Form 8-K filed August 8, 2014, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/100493/000119312514302725/d770620dex44.htm) | | | [added: | | |]

| [removed: 4.8] [added: 4.11] | | | | | | [Form of [removed: 3.95%] [added: 5.15%] Senior Note due [removed: 2024 (included in] [added: 2044 (previously filed as] Exhibit [removed: 4.4] [added: 4.8] to the Company's Current Report on Form 8‑K filed August 8, 2014, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/100493/000119312514302725/d770620dex44.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/100493/000119312514302725/d770620dex48.htm)] | | | [added: | | |]

| [removed: 4.9] [added: 4.8] | | | | | | [Supplemental Indenture dated as of August 8, 2014, by and between the Company and The Bank of New York Mellon Trust Company, National Association (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 4.6 to the Company's Current Report on Form 8-K filed August 8, 2014, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/100493/000119312514302725/d770620dex46.htm) | | | [added: | | |]

| [removed: 4.10] [added: 4.9] | | | | | | [Form of 4.875% Senior Note due 2034 (included in Exhibit 4.6 to the Company's Current Report on Form 8‑K filed August 8, 2014, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/100493/000119312514302725/d770620dex46.htm) | | | [added: | | |]

| [removed: 4.11] [added: 4.10] | | | | | | [Supplemental Indenture dated as of August 8, 2014, by and between the Company and The Bank of New York Mellon Trust Company, National Association (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 4.8 to the Company's Current Report on Form 8-K filed August 8, 2014, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/100493/000119312514302725/d770620dex48.htm) | | | [added: | | |]

| [removed: 4.12] [added: 4.19] | | | | | | [Form of [removed: 5.15%] [added: 4.55%] Senior [removed: Note] [added: Notes] due [removed: 2044] [added: 2047] (previously filed as Exhibit 4.8 to the Company's Current Report on Form [removed: 8‑K] [added: 8-K] filed [removed: August 8, 2014,] [added: on June 2, 2017,] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/100493/000119312514302725/d770620dex48.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/100493/000095010317005328/dp76896_ex0408.htm)] | | | [added: | | |]

| [removed: 4.13] [added: 4.12] | | | | | | Indenture dated October 2, 1990, between Sara Lee Corporation and Continental Bank, N.A., as Trustee (the “Sara Lee Indenture”) (previously filed as Exhibit 4.1 to Amendment No. 1 to Registration Statement No. 33-33603 on Form S-3 by Sara Lee Corporation, predecessor in interest to The Hillshire Brands Company, filed with the Commission on October 5, 1990, and incorporated herein by reference). | | | [added: | | |]

| [removed: 4.14] [added: 4.13] | | | | | | [Form of 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) | | | [added: | | |]

| [removed: 4.15] [added: 4.14] | | | | | | [Supplemental Indenture dated June 2, 2017, 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 4.2 to the Company's Current Report on Form 8-k filed on June 2, 2017, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/100493/000095010317005328/dp76896_ex0402.htm) | | | [added: | | |]

| [removed: 4.16] [added: 4.15] | | | | | | [Supplemental Indenture dated June 2, 2017, 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 Company's Current Report on Form 8-K filed on June 2, 2017, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/100493/000095010317005328/dp76896_ex0404.htm) | | | [added: | | |]

| [removed: 4.17] [added: 4.16] | | | | | | [Supplemental Indenture dated June 2, 2017, 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 4.6 to the Company's Current Report on Form 8-K filed on June 2, 2017, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/100493/000095010317005328/dp76896_ex0406.htm) | | | [added: | | |]

| [removed: 4.18] [added: 4.17] | | | | | | [Form of 3.55% Senior Notes due 2027 (previously filed as Exhibit 4.6 to the Company's Current Report on Form 8-K filed on June 2, 2017, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/100493/000095010317005328/dp76896_ex0406.htm) | | | [added: | | |]

| [removed: 4.19] [added: 4.18] | | | | | | [Supplemental Indenture dated June 2, 2017, 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 4.8 to the Company's Current Report on Form 8-K filed on June 2, 2017, and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/100493/000095010317005328/dp76896_ex0408.htm) | | | [added: | | |]

| [removed: 4.20] [added: 4.22] | | | | | | [Form of [removed: 4.55%] [added: 5.100%] Senior Notes due [removed: 2047] [added: 2048] (previously filed as Exhibit [removed: 4.8] [added: 4.5] to the [removed: Company's] [added: Company’s] Current Report on Form 8-K filed on [removed: June 2, 2017,] [added: September 28, 2018,] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/100493/000095010317005328/dp76896_ex0408.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/100493/000095010318011295/dp96082_ex0404.htm)] | | | [added: | | |]

| [removed: 4.21] [added: 4.20] | | | | | | [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 4.2 to the Company'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) | | | [added: | | |]

| [removed: 4.22] [added: 10.13] | | | [added: *] | | | [removed: [Form] [added: [Indemnity Agreement, dated as] of [removed: 3.900% Senior Notes due 2023] [added: September 28, 2007, between the Company and John Tyson] (previously filed as Exhibit [removed: 4.2] [added: 10.2] to the [removed: 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] [added: Company’s] Current Report on Form 8-K filed [removed: on] September 28, [removed: 2018,] [added: 2007,] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/100493/000095010318011295/dp96082_ex0402.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/100493/000010049307000071/exhibit102.htm)] | | | [added: | | |]

| [removed: 4.23] [added: 4.21] | | | | | | [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](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] [added: Company’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) | | | [added: | | |]

| [removed: 4.24] [added: 10.28] | | | [added: *] | | | [removed: [Form of 5.100% Senior Notes due 2048] [added: [Executive Severance Plan effective October 15, 2018] (previously filed as Exhibit [removed: 4.5] [added: 10.65] to the [removed: 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] [added: Company’s Annual] Report on Form [removed: 8-K filed on] [added: 10-K for the period ended] September [removed: 28,] [added: 29,] 2018, and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/100493/000095010318011295/dp96082_ex0404.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/100493/000010049318000108/tsn2018q4exh-1065.htm)] | | | [added: | | |]

| 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](https://www.sec.gov/Archives/edgar/data/100493/000010049321000113/revolvingcreditagreement93.htm)[’](https://www.sec.gov/Archives/edgar/data/100493/000010049321000113/revolvingcreditagreement93.htm)[s] [added: Company’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) | | | [added: | | |]

| 10.2 | | | | | | [First Amendment to the Revolving Credit Agreement, dated as of November 9, 2022, among Tyson Foods, Inc. and JPMorgan Chase Bank, N.A., as administrative [removed: agent.](https://www.sec.gov/Archives/edgar/data/100493/000010049322000097/tsn2022q4exh-102.htm)] [added: agent](https://www.sec.gov/Archives/edgar/data/100493/000010049322000097/tsn2022q4exh-102.htm) [](https://www.sec.gov/Archives/edgar/data/100493/000010049322000097/tsn2022q4exh-102.htm)[(previously filed as Exhibit 10.2 to the Company's Annual](https://www.sec.gov/Archives/edgar/data/100493/000010049322000097/tsn2022q4exh-102.htm) [Report on Form 10-K for](https://www.sec.gov/Archives/edgar/data/100493/000010049322000097/tsn2022q4exh-102.htm) [the fiscal year ended October 1, 2022](https://www.sec.gov/Archives/edgar/data/100493/000010049322000097/tsn2022q4exh-102.htm)[, and incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/100493/000010049322000097/tsn2022q4exh-102.htm)[.](https://www.sec.gov/Archives/edgar/data/100493/000010049322000097/tsn2022q4exh-102.htm)] | | | [added: | | |]

| [removed: 10.3] [added: 10.5] | | | * | | | [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](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] [added: Company’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) | | | [added: | | |]

| [removed: 10.4] [added: 10.6] | | | * | | | [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](https://www.sec.gov/Archives/edgar/data/100493/000010049321000087/employmentagreement62218k.htm)[’](https://www.sec.gov/Archives/edgar/data/100493/000010049321000087/employmentagreement62218k.htm)[s] [added: Company’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) | | | [added: | | |]

| [removed: 10.5] [added: 10.7] | | | * | | | [Compensatory arrangement by and between the Company and John Randal Tyson (previously filed as Exhibit 10.17 to the [removed: 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] [added: Company’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) | | | [added: | | |]

| [removed: 10.6] [added: 10.8] | | | * | | | [removed: [Compensatory arrangement by and] [added: [Release Agreement dated as of January 17, 2023] between [removed: the Company] [added: Tyson Foods, Inc.] and [removed: Noelle 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] [added: Scott Spradley] (previously filed as Exhibit [removed: 10.18] [added: 10.1] to the [removed: 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] [added: Company’s Quarterly] Report on Form 10-Q for the period ended December [removed: 28, 2019,] [added: 31, 2022,] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/100493/000010049320000016/tsn2020q1exh-1018.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/100493/000010049323000025/tsn2023q1exh-101.htm)] | | | [added: | | |]

| [removed: 10.7] [added: 10.9] | | | * | | | [Offer [removed: Letter] [added: letter] between Tyson Foods, Inc. and [removed: Christopher Langholz] [added: Wes Morris] (previously filed as Exhibit [removed: 10.19] [added: 10.1] to the [removed: 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] [added: Company’s Quarterly] Report on Form 10-Q for the period ended [removed: December 28, 2019,] [added: April 1, 2023,] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/100493/000010049320000016/tsn2020q1exh-1019.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/100493/000010049323000067/tsn2023q2exh-101.htm)] | | | [added: | | |]

| [removed: 10.8] [added: 10.11] | | | * | | | [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](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] [added: Company’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) | | | [added: | | |]