Tyson Foods (TSN) 10-K risk factor changes: FY2024 vs FY2023

Our business relies on the health and [removed: wellbeing] [added: well-being] 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 [removed: a significant] [added: an] adverse impact on our business and operations.

[removed: We have experienced, and expect to continue to experience,] [added: Negative effects from a global pandemic could include] an increase in operating costs in connection with higher costs associated with protecting the health and safety of team members.

[removed: We have] [added: If there is a pandemic, we may] also [removed: experienced, and expect to continue to experience,] [added: experience] disruption and volatility in our supply chain, which [removed: has resulted, and may continue to result,] [added: could result] in increased costs for certain raw materials, packaging materials and transportation costs.

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

For more [removed: information regarding this program,] [added: information,] refer to Part II, Item 8.

Notes to the Consolidated Financial Statements, Note [removed: 7: Restructuring and Related Charges.][added: 10: Income Tax.]

The success of the financial excellence programs, or future financial excellence [removed: programs, including the realization of the anticipated benefits,] [added: programs] will depend in part on our ability to successfully implement the programs in an efficient and effective manner.

The implementation of the financial excellence programs may be more difficult, costly, or [removed: time consuming] [added: time-consuming] than expected, and the financial excellence programs may not result in any or all of the anticipated benefits.

In fiscal [removed: 2023,] [added: 2024,] we sold products to customers in approximately 140 countries.

Our sales to customers in foreign countries for fiscal [removed: 2023] [added: 2024] totaled [removed: $7.9] [added: $7.8] billion, of which [removed: $5.1] [added: $5.2] billion related to export sales from the United States.

In addition, we had approximately $1.4 billion of long-lived assets located in foreign locations, primarily Brazil, China, the European Union, [removed: New Zealand] [added: Malaysia, the Middle East] and Thailand, at the end of fiscal [removed: 2023.][added: 2024.]

[removed: -] [added: We are subject to various risks and uncertainties relating to international sales and operations, including: closing of borders by foreign countries to the import of beef, pork and poultry products due to animal disease or other perceived health or safety issues; the] impact of currency exchange rate fluctuations between the United States dollar and foreign currencies, particularly the Australian dollar, the Brazilian real, the British pound sterling, the Canadian dollar, the Chinese renminbi, the European euro, the Malaysian ringgit, the Mexican peso, and the Thai baht; [added: political and economic conditions, including ongoing conflicts and political tensions; and difficulties and costs of complying with different legal, tax and regulatory requirements impacting exports and other international activities.]

Information technology is [removed: an important part of] [added: key to] our business operations, and we rely on information technology systems [removed: to] [added: to, among other things,] manage business [removed: data and] [added: data,] increase efficiencies in our production and distribution [removed: facilities] [added: facilities, manage sales] and [removed: inventory management processes.][added: inventory, process financial information, and communicate with our facilities, personnel, customers and suppliers.]

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

In addition, such incidents could result in unauthorized or accidental disclosure of material confidential information or [removed: regulated individual personal data.][added: personally identifiable information.]

We have in the past experienced, and may in the future face, cyber attacks, other cyber [removed: incidents] [added: incidents, disruptions] or security breaches, and there can be no assurance that we will always be able to sufficiently mitigate the [removed: impacts] [added: impact] to our business and operations.

We have implemented and continue to evaluate [removed: security] [added: cyber-security] initiatives and [added: business continuity and] disaster recovery plans to mitigate our exposure to these risks, but these measures may not be [removed: adequate.][added: adequate, as attempted cyber attacks or breaches become more sophisticated.]

[removed: Therefore, we] [added: We] may [added: not] be [removed: unable] [added: able] to anticipate [removed: these techniques,] [added: or] react [removed: in a timely manner,] [added: to new types of cyber attacks] or [removed: implement adequate preventive measures,] [added: vulnerabilities] and we may face delays in our detection or remediation [removed: of, or other responses to,] [added: of] security breaches and other security-related incidents or vulnerabilities.

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

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, [added: and] manage and track incoming new orders and statuses of existing [removed: orders, and to continue to comply with regulatory, legal and tax requirements.][added: orders.]

In the event any significant failure of our systems requires us to upgrade or set up new systems, [added: the] oversight and implementation of the new system and training [added: of] 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.

[removed: In addition, we] [added: We] may suffer financial and reputational damage or penalties because of the unauthorized disclosure of confidential information belonging to us or to our business partners, customers, consumers or suppliers.

We have not experienced any significant cyber-related events in [removed: the current] fiscal [removed: year.][added: 2024.]

We periodically evaluate potential acquisitions, joint ventures and other initiatives, and may seek to expand our business through [removed: the acquisition of companies, processing plants, technologies, products and services.][added: such activities.]

We may not be able to [removed: address these risks and] successfully [added: integrate and] develop [removed: these] acquired companies or businesses into profitable units.

Additionally, from time to time, we may divest businesses that do not [removed: meet] [added: align with] our strategic objectives or [added: that] do not meet our growth or profitability targets.

Our divestiture activities may present financial, managerial and operational [removed: risks.][added: risks, which could adversely affect our product sales, financial condition and results of operations.]

[removed: Any of these factors] [added: Product liability claims] could adversely affect our [removed: product sales, financial condition] [added: business operations] and [removed: results of operations.][added: financial results, or damage our reputation.]

As of September [removed: 30, 2023,] [added: 28, 2024,] Tyson Limited Partnership (the “TLP”) owns [removed: 99.985%] [added: 99.987%] 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: 2.44%] [added: 2.43%] 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: 71.74%] [added: 71.70%] of the total voting power of the Company’s outstanding voting stock.

As of September [removed: 30, 2023,] [added: 28, 2024,] through a series of trusts, Mr. John Tyson, Chairman of the Board of Directors, controls 44.445% of the general partner percentage interests, and Ms. Barbara Tyson, a director of the Company, controls 11.115% of the general partner percentage interests (the remaining general partnership interests are held by the Donald J.

Our results of operations and financial condition, as well as the selling prices for our products, are dependent upon the cost and supply of commodities and raw materials such as beef, pork, poultry, corn, soybean [removed: meal, packaging materials and energy and, to a lesser extent, cheese, fruit, seasoning blends, flour, corn syrup, corn oils, butter] [added: meal] and [removed: sugar.][added: vegetable oils.]

Corn, soybean meal and other feed ingredients, for instance, represented roughly [removed: 61%] [added: 56%] of our cost of growing a live chicken in fiscal [removed: 2023.][added: 2024.]

While we use derivative financial instruments, primarily futures and options, to reduce the effect of changing prices and as a mechanism to procure the underlying commodity, we do not fully hedge against changes in [removed: commodities] [added: commodity] prices.

From time to [removed: time] [added: time,] in response to [removed: these] competitive pressures or to maintain market share, we may need to reduce the prices for some of our products or increase or reallocate spending on marketing, advertising and promotions and new product innovation.

If we reduce prices but we cannot increase sales volumes to offset the price changes, then our financial condition and results of operations [removed: will suffer.][added: could be adversely affected.]

Alternatively, if we do not reduce our prices and our competitors seek advantage through pricing or promotional changes, our revenues and market share could [added: also] be adversely affected.

[removed: Outbreaks of livestock diseases] [added: Disease outbreaks] can adversely impact our ability to conduct our operations and the supply and demand for our products.

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

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

During the COVID-19 pandemic, many parts of our business and operations were negatively affected.

Information communicated through our information technology systems include confidential information, such as personal health information, payment and financial information, intellectual property and customer information.

In addition, new technologies, such as artificial intelligence, may present new technological risks or vulnerabilities.

Acquisitions and joint ventures involve financial and operational risks and uncertainties, and there may be challenges in realizing the anticipated benefits of these transactions, or in the availability and terms of debt or equity financing for these transactions.

In 2024, HPAI was detected in the United States in dairy cattle, wild birds, mammals, and farm workers directly exposed to infected dairy or poultry.

In addition, we may be required to recall some of our products in response to a regulatory action, customer concern, or alleged contamination.

The Company is required to comply with stringent environmental laws and regulations.

Our products are similarly subject to many evolving environmental laws, such as labeling and disclosure requirements, packaging specifications, and waste reduction initiatives (including those related to single-use plastics and extended producer responsibility obligations).

Increased compliance costs and expenses due to increasing legal and regulatory environmental requirements could be prohibitively costly and may cause disruptions in, or an increase in the costs associated with, the running of our production facilities or production of products.

Climate change may have a long-term adverse impact on our business.

Finally, we currently provide certain climate-related disclosures.

Our consolidated indebtedness level could adversely affect our business because it may limit or impair our ability to obtain financing in the future; our credit ratings (or any decrease to our credit ratings) could restrict or impede our ability to access capital markets at desired interest rates and increase our borrowing costs; a portion of our cash flow from operations must be dedicated to interest payments on our indebtedness and is not available for other purposes; and it may restrict our ability to pay dividends.

Disruptions in global credit and other financial markets and deterioration of economic conditions could, among other things, make it more difficult or costly for us to obtain financing for our operations or investments or to refinance our debt in the future; impair the financial condition of some of our customers and suppliers, thereby increasing customer bad debts or non-performance by suppliers; negatively impact global demand for protein products, which could result in a reduction of sales, operating income and cash flows; decrease the value of our investments in equity and debt securities; or negatively impact our commodity purchasing activities if we are required to record losses related to derivative financial instruments.

Specifically, the COVID-19 pandemic negatively affected many parts of our business and operations, and 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 additional variants, the efficacy of vaccines against new variants and the speed at which normal economic and operating conditions can resume.

There can be no assurance that the health and safety measures we have taken with respect to new COVID-19 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 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.

If a significant percentage of our workforce is unable to work, including because of illness, this could have an adverse effect on our operations and results of operations.

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 new COVID-19 variants, other contagions or if a new global pandemic arises.

If we are unsuccessful in defending against such claims, we may experience significant losses and expenses in connection with these lawsuits, which could adversely affect our liquidity, results of operations and financial condition.

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.

Other supply chain risks associated with 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 have and may in the future result in a reduction in our fill rates to our customers.

As a result of 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.

While each of our segments has subsequently experienced varying levels of foodservice recovery, the long-term impact of COVID-19 remains uncertain and will depend on a number of future developments, which are uncertain and cannot be predicted at this time.

In addition, in the event of a protracted period of economic 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 or potentially originated from the COVID-19 pandemic, including:

- additional increase in input cost may not be adequately captured through pricing;

- adverse changes to the global economy may subject us to risk of material intangible and long-lived asset impairments, adjustments for inventory and market volatility for items subject to fair value measurements such as derivatives and investments;

- an increase in working capital needs and/or an increase in trade accounts receivable write-offs (and associated reserves) as a result of increased financial pressures on our suppliers or customers who are not able to pay in a timely manner or at all;

- a shift in consumer spending as a result of an economic downturn, which could result in consumers moving to private label or lower price products; and

- litigation.

Actions taken by governmental authorities and other third parties in response 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.

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

Any such disruption could adversely impact our business and results of operations.

The Company approved a restructuring program in fiscal 2022 (the “2022 Program”) to improve business performance, increase collaboration, enhance team member agility, enable faster decision-making and reduce redundancies.

In conjunction with the 2022 Program, the Company relocated all of its corporate team members from its former Chicago, Downers Grove and Dakota Dunes area corporate locations to its world headquarters in Springdale, Arkansas.

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

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

In addition, we may incur higher costs than anticipated and the program impacts could result in performance shortfalls.

The financial excellence programs may become a distraction for our organization and may disrupt our ongoing business operations; cause deterioration in team member morale; disrupt or weaken the internal control structures of the affected business operations; and result in negative publicity which could affect our corporate reputation.

If we are unable to successfully manage the negative consequences of the financial excellence programs, our business, results of operations and financial condition for future periods could be adversely affected.

As a result, we are subject to various risks and uncertainties relating to international sales and operations, including:

- closing of borders by foreign countries to the import of beef, pork and poultry products due to animal disease or other perceived health or safety issues;

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

- difficulties and costs to comply with, and enforcement of remedies under, a wide variety of complex domestic and international laws, treaties and regulations, including, without limitation, the United States Foreign Corrupt Practices Act and economic and trade sanctions enforced by the United States Department of the Treasury’s Office of Foreign Assets Control;

- different regulatory structures and unexpected changes in regulatory environments;

- tax rates that may exceed those in the United States and earnings that may be subject to withholding requirements and incremental taxes upon repatriation;

- potentially negative consequences from changes in tax laws;

- distribution costs, disruptions in shipping or reduced availability of freight transportation; and

- the impact of 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.

We also use information technology to process financial information and results of operations for internal reporting purposes and to comply with regulatory, legal and tax requirements.

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

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.

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

Refer to the Company's Annual Report on Form 10-K for the fiscal year ended October [removed: 2, 2021] [added: 1, 2022] for additional information related to fiscal [removed: 2021.][added: 2022.]

We are [removed: one of the world’s largest] [added: a world-class] food [removed: companies] [added: company] and [removed: a] recognized leader in protein.

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

International/Other primarily includes our foreign operations in Australia, China, Malaysia, Mexico, [removed: the Netherlands,] South Korea, Thailand and 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 [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021.][added: 2022.]

We [removed: incurred an] [added: reported] operating [removed: loss] [added: income] of [removed: $395] [added: $1,409] million in fiscal [removed: 2023] [added: 2024] as compared to [added: an] operating [removed: income] [added: loss] of [removed: $4,410] [added: $395] million [added: in] fiscal [removed: 2022,] [added: 2023,] as we experienced [removed: lower] [added: higher] operating income in all our segments other than the [removed: Prepared Foods] [added: Beef] segment.

In fiscal 2023, our [removed: operating income was] [added: results were] impacted by $781 million of goodwill impairment charges, $322 million of plant closure [added: and disposal] charges, $156 million of legal contingency accruals, $124 million of restructuring and related charges, $17 million of product line discontinuation charges, and benefited [removed: by] [added: from] $53 million of insurance proceeds, net of costs incurred, related to fires at our production facilities and $19 million related to the relocation of a production facility in China.

[removed: In fiscal 2022, our] [added: Beef segment] results [removed: were impacted by $66 million of restructuring and related charges and $62] [added: for fiscal 2022 included $27] million of insurance proceeds, net of costs incurred [added: and $16 million of restructuring and] related [removed: to fires at our production facilities.][added: costs.]

According to the USDA, domestic protein production (beef, pork, chicken and turkey) [removed: decreased] [added: increased] slightly in fiscal [removed: 2023] [added: 2024] compared to fiscal [removed: 2022.][added: 2023.]

As of September [removed: 30, 2023,] [added: 28, 2024,] the impact of [removed: this conflict has] [added: these conflicts have] not had a material direct impact on our [removed: consolidated] financial performance.

[removed: However,] [added: Additionally,] the [removed: conflict is still] [added: conflicts between Ukraine and Russia, in addition to the Middle East, are] ongoing and there are many risks and uncertainties in relation to the [removed: conflict] [added: conflicts] that are outside of our control.

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

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

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

The Prepared Foods segment experienced [removed: decreased] [added: reduced] raw material costs primarily due to lower meat costs.

Our total operating margin was [removed: (0.7)%] [added: 2.6%] in fiscal [removed: 2023.][added: 2024.]

- Prepared Foods – [removed: 8.4%][added: 8.9%]

| | | | [removed: 2023 | | | 2022] [added: 2024] | | | | | | [added: 2023] | | | | | | [added: 2022] | | |

| Cost of [removed: Sales | | | $] [added: sales] | [removed: 29] | | $ | [removed: 18 | | |] [added: 49,682] | | | | | [added: $] | [added: 50,250] | | [added: $] | [added: 46,614] | |

| Selling, [removed: General] [added: general] and [removed: Administrative | | | 95] [added: administrative] | | | [removed: 48] [added: $] | [added: 2,218] | | | | | [added: $] | [added: 2,245] | | | | | [added: $] | [added: 2,258] | |

[removed: |] [added: -] Beef [removed: | | | $ | 16 | | | | | $ | 33 | | | | | $ | 3 | | | | | $ | 52 | |][added: – (1.9)%]

[removed: |] [added: -] Pork [removed: | | | 5 | | | | | | 11 | | | | | | 1 | | | | | | 17 | | |][added: – (0.7)%]

[removed: |] [added: -] Chicken [removed: | | | 6 | | | | | | 16 | | | | | | 2 | | | | | | 24 | | |][added: – 6.0%]

| | | | [removed: 2023 | | |] [added: 2024] | | | [removed: 2022] | | | [added: 2023] | | | [removed: 2021] [added: 2022] | | |

| Sales | | | $ | [removed: 52,881] [added: 53,309] | | | | | $ | [removed: 53,282] [added: 52,881] | | | | | $ | [removed: 47,049] [added: 53,282] | |

| Change in sales volume | | | [removed: 1.0] [added: —] | | % | | | | [removed: (0.3)] [added: 1.0] | | % | | | | | | |

| Change in average sales price | | | [removed: (1.5)] [added: 0.6] | | % | | | | [removed: 12.3] [added: (1.5)] | | % | | | | | | |

| Sales growth | | | [removed: (0.8)] [added: 0.8] | | % | | | | [removed: 13.2] [added: (0.8)] | | % | | | | | | |

- Sales Volume – Sales were positively impacted by [removed: a] [added: an] increase in sales volume, which accounted for an increase of $507 million, driven by increased volumes in our Chicken [removed: segment] [added: 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.

[removed: - The] [added: ◦The] above change in average sales price for fiscal 2023 excludes the impact of a $156 million reduction of Sales from the recognition of legal contingency accruals.

- Average Sales Price – Sales were positively impacted by higher average sales prices, which accounted for an increase of [removed: $5,809 million.][added: $298 million, driven by increased pricing in our Beef segment.]

[removed: -] The [removed: above] change in average sales price [removed: for fiscal 2022] excludes the impact of a [removed: $545] [added: $156] million reduction of Sales from the recognition of legal contingency accruals in fiscal [removed: 2021.][added: 2023.]

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | [removed: 2021] | | | [added: 2022 | | |]

| Gross profit | | | [removed: 2,631] [added: 3,627] | | | | | | [removed: 6,668] [added: 2,631] | | | | | |

| Cost of sales as a percentage of sales | | | [removed: 95.0] [added: 93.2] | | % | | | | [removed: 87.5] [added: 95.0] | | % | | | |

Higher sales volume increased cost of sales [added: by] $444 million while higher input cost per pound increased cost of sales [added: by] $3,192 million.

- Increase of $322 million due to costs associated with plant [removed: closures.][added: closures and disposals.]

- Cost of sales [removed: increased $6,091] [added: decreased $568] million.

[removed: Lower] [added: Higher] sales volume [removed: decreased] [added: increased] cost of sales [removed: $104] [added: by $18] million while [removed: higher] [added: lower] input cost per pound [removed: increased] [added: decreased] cost of sales [removed: $6,195] [added: by $586] million.

- The [removed: $6,195] [added: $586] million impact of [removed: higher] [added: lower] input cost per pound was impacted by:

Tyson, it has grown under four generations of family leadership.

The Company is unified by this purpose: Tyson Foods.

Tyson Foods is dedicated to bringing high-quality food to every table in the world, safely, sustainably, and affordably, now and for future generations.

Sales increased $0.4 billion to $53.3 billion in fiscal 2024, largely due to higher average sales prices in our Beef segment.

During fiscal 2024, we incurred higher performance-based compensation costs of $378 million driven by improved consolidated results.

Due to the nature of our performance-based compensation plans, our segments were primarily impacted based on their relative number of eligible team members, and thus, our Chicken and Prepared Foods segments incurred a greater proportion of the total costs.

Additionally, in fiscal 2024, our operating income was impacted by $182 million of plant closure and disposal charges, $174 million in legal contingency accruals, $86 million of costs related to a production facility fire in the Netherlands and the subsequent decision to sell the facility, $31 million of restructuring and related charges and $8 million of brand discontinuation costs, partially offset by the benefit of $70 million of insurance proceeds, net of costs incurred, related to fires at our production facilities.

Additionally, uncertainty exists regarding the timing of the anticipated cattle herd rebuilding.

The Chicken segment experienced reduced feed ingredient costs.

We are a world-class food company and recognized leader in protein.

Our strategy is to deliver margins in the core protein business by driving efficiencies and valuing-up offerings to better serve consumers; grow branded portfolio by innovating new occasions, categories and channels; and scale in international markets by delivering profitable value-added food offerings in high growth categories.

2024 vs. 2023 –

- Sales Volume – Volumes were essentially flat and resulted in an increase of $19 million as increased sales volume in our Beef, Pork and Prepared Foods segments were mostly offset by decreased sales volume in our Chicken segment.

◦The above changes in average sales price exclude the impacts of $45 million and $156 million reductions of Sales from the recognition of legal contingency accruals in fiscal 2024 and 2023, respectively.

2024 vs. 2023 –

- Decrease of approximately $895 million in our Chicken segment related to decreased feed ingredient costs.

- Decrease of $140 million due to plant closures and disposals.

- Increase in performance-based compensation costs of $173 million.

- Increase of $86 million in International/Other from costs related to a production facility fire in the Netherlands and subsequent decision to sell the facility.

2024 vs. 2023 –

- Decrease of $64 million in restructuring and related costs.

- Decrease of $28 million in corporate facilities and assets costs.

- Decrease of $18 million in donations.

- Increase of $155 million in team member costs including $205 million in performance-based compensation partially offset by a decrease of $50 million in all other team member costs.

| | | | 2024 | | | | | | 2023 | | |

2024 vs. 2023 –

- We recorded $781 million in goodwill impairment charges in fiscal 2023.

| | | | 2024 | | | | | | 2023 | | |

| Interest income | | | $ | (89) | | | | | $ | (30) | |

| Interest expense | | | 481 | | | | | | 355 | | |

2024 vs. 2023 –

- The increase in interest income for fiscal 2024 was primarily due to higher cash and cash equivalents held and increased interest rates.

- The increase in interest expense for fiscal 2024 was primarily due to interest expense related to our term loan facilities and the recently issued 5.40% 2029 Notes and 5.70% 2034 Notes.

| | | | 2024 | | | | | | 2023 | | |

| | | | $ | (75) | | | | | $ | (42) | |

2024 – Included $34 million of production facilities fire insurance proceeds, $15 million gain on sale of an equity method investment, $15 million of joint venture earnings and $11 million of foreign exchange gains.

| | | | 2024 | | | | | | 2023 | | |

| | | | 24.8 | | % | | | | 4.3 | | % |

2024 – The effective tax rate is higher than the statutory rate due to state taxes and the impact of $63 million of non-deductible goodwill associated with the sale of our Vienna, Georgia facility.

| | | | 2024 | | | | | | 2023 | | |

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.

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.

We continue to pursue recovery of increased input costs through pricing.

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

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

The Chicken segment experienced increased feed ingredient and other input costs along with excess domestic supply impacts to sales pricing.

The Federal Reserve 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 most of our borrowings have fixed interest rates.

At September 30, 2023, we had $3.0 billion of liquidity and our current debt was $1.9 billion.

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

- Beef – (0.5)%

- Pork – (2.4)%

- Chicken – (4.5)%

Our strategy is to sustainably feed the world with the fastest growing protein brands.

We intend to achieve our strategy as we: grow

our business by delivering superior value to consumers and customers; deliver fuel for growth and returns through commercial,

operational and financial excellence; and sustain our Company and our world for future generations.

We launched a new productivity 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.

The execution of 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.

The first pillar is operational and functional excellence, which includes functional efficiency efforts in Finance, HR and Procurement focused on applying best practices to reduce costs.

The second pillar is the use of new digital solutions like artificial intelligence and predictive analytics to drive efficiency in operations, supply chain planning, logistics and warehousing.

The third pillar is automation, which will leverage automation and robotics technologies to automate difficult and higher turnover positions.

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

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

We were targeting $1 billion in productivity savings by the end of fiscal 2024 relative to a fiscal 2021 cost baseline.

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

The Company approved a restructuring 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 relocated all 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.

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

We recognized $124 million and $66 million of pretax charges in fiscal 2023 and 2022, respectively, associated with the 2022 Program consisting of severance related costs, relocation and related costs, accelerated depreciation, contract and lease termination and professional and other fees.

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.

The following tables set forth the pretax impact of restructuring and related charges in the Consolidated Statements of Income and the pretax impact by our reportable 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 Charges (in millions).

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

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

| Total Restructuring and related charges, pretax | | | $ | 124 | | $ | 66 | | | | | | | | | | | | | |

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

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

| | | | 2022 charges | | | | | | 2023 charges | | | | | | Estimated future charges | | | | | | Total estimated 2022 Program charges | | |

The following table presents a sensitivity analysis resulting from a hypothetical change of 10% in market prices as of September [removed: 30, 2023] [added: 28, 2024] and [removed: October 1, 2022,] [added: September 30, 2023,] on the fair value of open positions.

| Live Cattle | | | $ | [removed: 68] [added: 11] | | | | | $ | [removed: 14] [added: 68] | |

| Lean Hogs | | | [removed: 10] [added: 24] | | | | | | [removed: 30] [added: 10] | | |

| Corn | | | [removed: 23] [added: 11] | | | | | | [removed: 40] [added: 23] | | |

| Soybean Meal | | | [removed: 22] [added: 16] | | | | | | [removed: 25] [added: 22] | | |

At September [removed: 30, 2023,] [added: 28, 2024,] we had variable rate debt of [removed: $1,608] [added: $1,532] million with a weighted average interest rate of [removed: 6.2%.][added: 6.7%.]

At September [removed: 30, 2023,] [added: 28, 2024,] we had fixed-rate debt of [removed: $7,898] [added: $8,255] million with a weighted average interest rate of [removed: 4.5%.][added: 4.8%.]

A hypothetical 10% change in interest rates would have changed the fair value of our fixed-rate debt by approximately [added: $230 million at September 28, 2024 and] $215 million at September 30, [removed: 2023 and October 1, 2022.][added: 2023.]

A hypothetical 10% change in foreign exchange rates related to the foreign exchange forward and option contracts would have had a [removed: $17] [added: $25] million and [removed: $25] [added: $17] million impact on pretax income at September [removed: 30, 2023] [added: 28, 2024] and [removed: October 1, 2022,] [added: September 30, 2023,] respectively.

At September [removed: 30, 2023] [added: 28, 2024] and [removed: October 1, 2022, 15.9%] [added: September 30, 2023, 15.5%] and [removed: 16.4%,] [added: 15.9%,] 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.

| | | | 2024 | | | | | | 2023 | | |

A hypothetical 10% increase in interest rates effective at September 28, 2024 would increase annualized interest expense by approximately $10 million.

The ineffective portion of an instrument’s change in fair value is recognized immediately.

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

A hypothetical 10% increase in interest rates effective at September 30, 2023, and October 1, 2022, would not have a significant effect on variable interest expense.

Tyson Foods, Inc. and its subsidiaries (collectively, the “Company,” “we,” “us,” “our,” “Tyson Foods” or “Tyson”) (NYSE: TSN) is [removed: one of the world’s largest] [added: a world-class] food [removed: companies] [added: company] and [removed: a] recognized leader in protein.

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

Headquartered in Springdale, Arkansas, the Company had approximately [removed: 139,000] [added: 138,000] employees (“team members”) on September [removed: 30, 2023.][added: 28, 2024.]

As part of our commitment to innovation and growth, we have a subsidiary focused on investing in companies developing breakthrough technologies, business models and products [added: that have the potential] to [removed: sustainably feed a growing world population.][added: transform the food industry.]

Tyson New Ventures, LLC is used to broaden our exposure to innovative, new forms of protein and ways of [removed: sustainably producing food] [added: improving animal welfare, water management, and packaging and land stewardship initiatives] to complement the Company’s continuing investments in innovation in our core Beef, Pork, Chicken and Prepared Foods businesses.

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

This segment also includes sales from specialty products such as [removed: hides] [added: hides, rendered products] and variety meats, as well as logistics operations to move products through the supply chain.

Products are marketed domestically to food retailers, foodservice distributors, restaurant operators, [added: convenience stores,] hotel chains and noncommercial foodservice establishments such as schools, [removed: convenience stores,] healthcare facilities, the military and other food processors, as well as to international export markets.

Our vertically-integrated chicken process begins with [added: breeding our pedigree and great grandparent stock out to produce] the grandparent breeder flocks and ends with broilers for processing.

In fiscal [removed: 2023,] [added: 2024,] corn, soybean meal and other feed ingredients were major production costs, representing roughly [removed: 61%] [added: 56%] of our cost of growing a live chicken domestically.

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

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

Walmart Inc. accounted for [removed: 18.6%] [added: approximately 18.4%] of our fiscal [removed: 2023] [added: 2024] consolidated sales.

No other single customer or customer group represented more than 10% of fiscal [removed: 2023] [added: 2024] consolidated sales.

Past efforts indicate customer demand can be increased and sustained through application of our marketing strategy, [removed: as] [added: consumer insights, strong analytic analysis to optimize efforts and] supported by our distribution systems.

The principal competitive elements are [added: advertising, consumer and trade promotions,] price, product safety and quality, brand identification, innovation, breadth and depth of product offerings, availability of products, customer service and credit terms.

We sold products in approximately 140 countries and regions in fiscal [removed: 2023.][added: 2024.]

- Cobb-Vantress, a chicken breeding stock subsidiary, has business interests in Argentina, Brazil, China, [removed: Colombia,] the Dominican Republic, India, the Netherlands, New Zealand, Peru, the Philippines, Spain, Turkey, and the United Kingdom.

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

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

In addition to our own internal Food Safety and Quality Assurance oversight and review, our beef, pork, chicken, and prepared foods products are subject to inspection, primarily by the USDA and the [removed: United States Food and Drug Administration (“FDA”).][added: FDA.]

Tyson closely monitors developments in this area and strives to mitigate risks related to greenhouse gas emissions through [removed: sustainability] [added: environmental compliance and climate-related] initiatives.

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

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

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

As of September [removed: 30, 2023,] [added: 28, 2024,] we employed approximately [removed: 139,000] [added: 138,000] team members globally.

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

Approximately [removed: 33,000] [added: 30,000] team members in the United States were subject to collective bargaining agreements with various labor unions, with approximately [removed: 13%] [added: 20%] of those team members at locations either under negotiation for contract renewal or included under agreements expiring in fiscal [removed: 2024.][added: 2025.]

During fiscal [removed: 2023,] [added: 2024,] our recordable incident rate declined 1% compared to fiscal [removed: 2022.][added: 2023.]

Our workforce consists of approximately 39% women and [removed: over 60%] [added: approximately 70%] minority groups.

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

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

Consistent with this focus, we conducted our [removed: fourth] [added: fifth] 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 September [removed: 30, 2023,] [added: 28, 2024,] the onsite program was operating at [removed: 58] [added: 57] Company locations.

[removed: To expand access to Upward Academy to all] [added: All] team [removed: members, we have] [added: members can] also [removed: launched] [added: access] Upward Academy online, a frontline career development program.

We build the Tyson®, Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, [removed: Aidells®, ibp® and] State [removed: Fair®] [added: Fair®, Aidells® and ibp®] brands while supporting strong regional and emerging brands primarily through distinctive brand and product advertising, 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 [removed: efforts] [added: efforts,] and we regularly register and apply for the registration of a number of trademarks.

Such forward-looking statements include, but are not limited to, current views and estimates of our outlook for fiscal [removed: 2024,] [added: 2025,] 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) global pandemics have had, and may in the future have, an adverse impact on our business and operations; (ii) the effectiveness of [removed: 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 [removed: livestock, including as a result of our plan to relocate certain corporate team members to our world headquarters in Springdale, Arkansas;] [added: livestock;] (xv) issues related to food safety, including costs resulting from product recalls, regulatory compliance and any related claims or litigation; (xvi) [removed: 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; [added: (xvii) the effect of climate change and any legal or regulatory response thereto;] (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.

Tyson, it has grown under four generations of family leadership.

The Company is unified by this purpose: Tyson Foods.

Tyson Foods is dedicated to bringing high-quality food to every table in the world, safely, sustainably, and affordably, now and for future generations.

Through its Core Values, Tyson Foods strives to operate with integrity, create value for its shareholders, customers, communities and team members, be faith-friendly and inclusive, provide a safe work environment and serve as a steward of the animals, land and environment entrusted to it.

We operate a fully vertically-integrated chicken production process.

Products are marketed domestically to food retailers, foodservice distributors, restaurant operators, convenience stores, hotel chains and noncommercial foodservice establishments such as schools, healthcare facilities, the military and other food processors, as well as to international export markets.

Although we have not incurred significant costs or capital expenditures specific to greenhouse gas emission compliance, these requirements are continually evolving and increasing.

As the exact impact of new or additional greenhouse gas emission controls and requirements remains in flux, it cannot be determined whether such impacts would have a material adverse effect.

For example, we collect and monitor greenhouse gas emissions data, which can be used to inform greenhouse gas emission reduction and removal interventions in our operations and supply chain.

We continue to evaluate our climate-related goals and initiatives, including corresponding costs, evolving legal landscapes, stakeholder expectations, and customer and consumer understanding of climate action.

We are working toward sustaining natural resources by driving practices in our own operations and supply chains to build a robust food system that supports current and future generations.

For fiscal 2024, our domestic workforce experienced a relatively flat retention rate from fiscal 2023.

In an effort to ensure our team members are highly engaged and prepared for success at Tyson Foods, we emphasize comprehensive training programs.

Newly hired team members participate in an orientation program that spans 14-16 hours.

Team members within our production facilities also receive an average of 80 hours on-the-job training.

Additionally, all team members receive comprehensive annual compliance training, covering essential topics such as team member safety, food safety, and other vital areas.

Team Member Engagement, Inclusion, and Belonging

We firmly believe innovation thrives when teams come together, bringing a multitude of perspectives to propel progress and growth.

We believe that our diverse experiences make us strong, and we strive to create an inclusive workforce in which every team member contributes to our collective success.

At Tyson Foods, our commitment to our team is rooted in our desire to create working environments that enable team members to succeed while supporting the growth of our communities.

We maintain policies, practices and strong governance that are designed to enable team member success across our organization.

Our Team Member Promise underscores our commitment to providing a work environment free from all forms of discrimination and harassment.

All new team members receive training on this policy during onboarding, and all team members are required to take this training annually.

We also maintain an Equal Opportunity Employer statement that details our commitment to equal opportunity in all aspects of employment.

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.

Through our Core Values, Tyson Foods is a company of people engaged in the production of food, seeking to pursue trust and integrity, and committed to creating value for our shareholders, our customers, our team members and our communities.

We strive to be honorable and operate with integrity, be faith-friendly and inclusive, serve as stewards of the resources entrusted to us and provide a safe work environment.

We operate a fully vertically-integrated chicken production process with the majority of our production in recent years certified as no antibiotics ever (sometimes referred to as "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").

- Godrej Tyson Foods, a joint venture in India in which we have a minority interest, is primarily a chicken processing business.

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

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.

We continue to evaluate the plans and associated costs of achieving our greenhouse gas emission reduction goals.

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

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

With the help of the USDA grant, we plan to execute a five-year program that incentivizes farmer and rancher 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.

We have also partnered with World Resources Institute to assess water risk and develop a water stewardship strategy, completed construction of Tyson Foods Center for Sustainable Broiler Research, and announced our global forest protection standard following deforestation risk assessment.

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

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

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

Diversity, Equity and Inclusion (DE&I)

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

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

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

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

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

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

Defendants subsequently filed a post-trial motion to dismiss, which [removed: remains pending.][added: the court denied on June 26, 2024.]

As of September [removed: 30, 2023,] [added: 28, 2024,] we had approximately [removed: 139,000] [added: 138,000] team members and, at any time, have various employment practices matters outstanding.

An evidentiary hearing is scheduled for December 2024.

| | | | For the fiscal year ended | | | September [removed: 30, 2023] [added: 28, 2024] | | | | | |

[removed: ][added: ]

On [removed: April 1, 2023,] [added: March 30, 2024,] 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: $16,538,884,747] [added: $16,402,742,635] and [removed: $614,259,] [added: $528,864,] respectively.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of October [removed: 28, 2023.][added: 26, 2024.]

| Class A Common Stock, $0.10 Par Value (“Class A stock”) | | | | | | [removed: 285,230,824] [added: 285,855,466] | | |

Portions of the registrant’s definitive Proxy Statement for the registrant’s Annual Meeting of Shareholders to be held February [removed: 8, 2024,] [added: 6, 2025,] are incorporated by reference into Part III of this Annual Report on Form 10-K.

| Item 1. | | | [removed: [Business](#ib5b07b0e51cc4fffb3a89951043ffb50_13)] [added: [Business](#id527e006a54e442baaff09bc1c4a3327_13)] | | | [removed: [3](#ib5b07b0e51cc4fffb3a89951043ffb50_13)] [added: [3](#id527e006a54e442baaff09bc1c4a3327_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#ib5b07b0e51cc4fffb3a89951043ffb50_16)] [added: Factors](#id527e006a54e442baaff09bc1c4a3327_16)] | | | [removed: [9](#ib5b07b0e51cc4fffb3a89951043ffb50_16)] [added: [9](#id527e006a54e442baaff09bc1c4a3327_16)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#ib5b07b0e51cc4fffb3a89951043ffb50_19)] [added: Comments](#id527e006a54e442baaff09bc1c4a3327_19)] | | | [removed: [20](#ib5b07b0e51cc4fffb3a89951043ffb50_19)] [added: [17](#id527e006a54e442baaff09bc1c4a3327_19)] | | |

| Item 2. | | | [removed: [Properties](#ib5b07b0e51cc4fffb3a89951043ffb50_22)] [added: [Properties](#id527e006a54e442baaff09bc1c4a3327_22)] | | | [removed: [20](#ib5b07b0e51cc4fffb3a89951043ffb50_22)] [added: [19](#id527e006a54e442baaff09bc1c4a3327_22)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#ib5b07b0e51cc4fffb3a89951043ffb50_25)] [added: Proceedings](#id527e006a54e442baaff09bc1c4a3327_25)] | | | [removed: [21](#ib5b07b0e51cc4fffb3a89951043ffb50_25)] [added: [19](#id527e006a54e442baaff09bc1c4a3327_25)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#ib5b07b0e51cc4fffb3a89951043ffb50_28)] [added: Disclosures](#id527e006a54e442baaff09bc1c4a3327_28)] | | | [removed: [21](#ib5b07b0e51cc4fffb3a89951043ffb50_28)] [added: [20](#id527e006a54e442baaff09bc1c4a3327_28)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ib5b07b0e51cc4fffb3a89951043ffb50_37)] [added: Securities](#id527e006a54e442baaff09bc1c4a3327_37)] | | | [removed: [23](#ib5b07b0e51cc4fffb3a89951043ffb50_37)] [added: [21](#id527e006a54e442baaff09bc1c4a3327_37)] | | |

| Item 6. | | | [Selected Financial [removed: Data](#ib5b07b0e51cc4fffb3a89951043ffb50_40)] [added: Data](#id527e006a54e442baaff09bc1c4a3327_40)] | | | [removed: [24](#ib5b07b0e51cc4fffb3a89951043ffb50_40)] [added: [23](#id527e006a54e442baaff09bc1c4a3327_40)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ib5b07b0e51cc4fffb3a89951043ffb50_43)] [added: Operations](#id527e006a54e442baaff09bc1c4a3327_43)] | | | [removed: [25](#ib5b07b0e51cc4fffb3a89951043ffb50_43)] [added: [24](#id527e006a54e442baaff09bc1c4a3327_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ib5b07b0e51cc4fffb3a89951043ffb50_76)] [added: Risk](#id527e006a54e442baaff09bc1c4a3327_76)] | | | [removed: [45](#ib5b07b0e51cc4fffb3a89951043ffb50_76)] [added: [42](#id527e006a54e442baaff09bc1c4a3327_76)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ib5b07b0e51cc4fffb3a89951043ffb50_79)] [added: Data](#id527e006a54e442baaff09bc1c4a3327_79)] | | | [removed: [47](#ib5b07b0e51cc4fffb3a89951043ffb50_79)] [added: [44](#id527e006a54e442baaff09bc1c4a3327_79)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#ib5b07b0e51cc4fffb3a89951043ffb50_172)] [added: Disclosure](#id527e006a54e442baaff09bc1c4a3327_172)] | | | [removed: [91](#ib5b07b0e51cc4fffb3a89951043ffb50_172)] [added: [86](#id527e006a54e442baaff09bc1c4a3327_172)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#ib5b07b0e51cc4fffb3a89951043ffb50_175)] [added: Procedures](#id527e006a54e442baaff09bc1c4a3327_175)] | | | [removed: [91](#ib5b07b0e51cc4fffb3a89951043ffb50_175)] [added: [86](#id527e006a54e442baaff09bc1c4a3327_175)] | | |

| Item 9B. | | | [Other [removed: Information](#ib5b07b0e51cc4fffb3a89951043ffb50_178)] [added: Information](#id527e006a54e442baaff09bc1c4a3327_178)] | | | [removed: [92](#ib5b07b0e51cc4fffb3a89951043ffb50_178)] [added: [87](#id527e006a54e442baaff09bc1c4a3327_178)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ib5b07b0e51cc4fffb3a89951043ffb50_181)] [added: Inspections](#id527e006a54e442baaff09bc1c4a3327_181)] | | | [removed: [92](#ib5b07b0e51cc4fffb3a89951043ffb50_178)] [added: [87](#id527e006a54e442baaff09bc1c4a3327_178)] | | |

| [PART [removed: III](#ib5b07b0e51cc4fffb3a89951043ffb50_184)] [added: III](#id527e006a54e442baaff09bc1c4a3327_184)] | | | | | | | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ib5b07b0e51cc4fffb3a89951043ffb50_187)] [added: Governance](#id527e006a54e442baaff09bc1c4a3327_187)] | | | [removed: [92](#ib5b07b0e51cc4fffb3a89951043ffb50_187)] [added: [87](#id527e006a54e442baaff09bc1c4a3327_187)] | | |

| Item 11. | | | [Executive [removed: Compensation](#ib5b07b0e51cc4fffb3a89951043ffb50_190)] [added: Compensation](#id527e006a54e442baaff09bc1c4a3327_190)] | | | [removed: [92](#ib5b07b0e51cc4fffb3a89951043ffb50_190)] [added: [87](#id527e006a54e442baaff09bc1c4a3327_190)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ib5b07b0e51cc4fffb3a89951043ffb50_193)] [added: Matters](#id527e006a54e442baaff09bc1c4a3327_193)] | | | [removed: [93](#ib5b07b0e51cc4fffb3a89951043ffb50_193)] [added: [88](#id527e006a54e442baaff09bc1c4a3327_193)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ib5b07b0e51cc4fffb3a89951043ffb50_196)] [added: Independence](#id527e006a54e442baaff09bc1c4a3327_196)] | | | [removed: [93](#ib5b07b0e51cc4fffb3a89951043ffb50_196)] [added: [88](#id527e006a54e442baaff09bc1c4a3327_196)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#ib5b07b0e51cc4fffb3a89951043ffb50_199)] [added: Services](#id527e006a54e442baaff09bc1c4a3327_199)] | | | [removed: [93](#ib5b07b0e51cc4fffb3a89951043ffb50_199)] [added: [88](#id527e006a54e442baaff09bc1c4a3327_199)] | | |

| [PART [removed: IV](#ib5b07b0e51cc4fffb3a89951043ffb50_202)] [added: IV](#id527e006a54e442baaff09bc1c4a3327_202)] | | | | | | | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#ib5b07b0e51cc4fffb3a89951043ffb50_205)] [added: Schedules](#id527e006a54e442baaff09bc1c4a3327_205)] | | | [removed: [93](#ib5b07b0e51cc4fffb3a89951043ffb50_205)] [added: [88](#id527e006a54e442baaff09bc1c4a3327_205)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#ib5b07b0e51cc4fffb3a89951043ffb50_214)] [added: Summary](#id527e006a54e442baaff09bc1c4a3327_214)] | | | [removed: [102](#ib5b07b0e51cc4fffb3a89951043ffb50_214)] [added: [96](#id527e006a54e442baaff09bc1c4a3327_214)] | | |

| [PART I](#id527e006a54e442baaff09bc1c4a3327_10) | | | | | | | | |

| Item 1C. | | | [Cybersecurity](#id527e006a54e442baaff09bc1c4a3327_6597069768449) [Disclosure](#id527e006a54e442baaff09bc1c4a3327_6597069768449) | | | [17](#id527e006a54e442baaff09bc1c4a3327_6597069768449) | | |

| [PART II](#id527e006a54e442baaff09bc1c4a3327_34) | | | | | | | | |

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

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

RISK MANAGEMENT AND STRATEGY

Governance

As part of our overall risk management program, we run and maintain a formal information security, cybersecurity, and privacy program led by our Chief Information Security Officer (“CISO”) that uses a risk-based approach to evaluate new technology, third parties, and changes to the technology landscape.

The program is assessed using multiple industry frameworks including the National Institute of Standards and Technology Cybersecurity Framework (NIST-CSF Version 2.0).

We engage with industry partners, assessment firms and advisors, law enforcement, and others to periodically assess our cybersecurity capabilities, and utilize a defense-in-depth approach to protect our systems and services.

Additionally, we assess data risks using privacy impact assessments and manage these risks in close alignment with data governance, operations, and analytics teams.

We identify assets and their criticality to business operations and provide reasonable protection, threat detection, response and recovery capabilities.

We address third-party cybersecurity risks presented by our use of third-party software, service, data and technology providers, including cloud-based services, and proactively evaluate the cybersecurity risk of third parties using multiple evaluation factors which are aligned with our contracting and vendor selection processes.

We actively work with internal partners to assess and implement methods of transferring risk to appropriate parties.

Identification

We assess our technology assets and their vulnerabilities, including risks from our suppliers and vendors, to prioritize and improve program efforts consistent with our risk management strategy.

We engage in the periodic assessment and testing of our program.

These include tabletop exercises, vulnerability testing and other methods focused on evaluating the effectiveness of our cybersecurity measures and planning.

We actively engage third parties to assist with our assessments and testing processes.

We adjust our cybersecurity policies, standards, processes and practices, where appropriate, based on internal and external assessments and testing results.

Protection

We provide technical safeguards that are designed to provide commercially reasonable protection of our technology and information systems.

We actively monitor and assess the impact of potential cybersecurity threats to our technology systems.

We partner with public and private organizations, such as the Food and Agriculture Information Sharing and Analysis Center (Food and Ag-ISAC), to understand and modify our programs to respond to an ever-evolving threat landscape.

We implement training and awareness practices to mitigate human risk, including regular phishing awareness campaigns, mandatory computer-based training and internal communications.

Detection, Response and Recovery

We employ threat monitoring and detection capabilities intended to identify active attackers and threats to our technology systems.

We have established a defined incident response plan to assess, respond and recover from cybersecurity incidents, including cyberattacks and other non-cybersecurity related business technology outages.

The plan includes the coordination of activities that include an evaluation of materiality and facilitation of any required notifications, regulatory obligations and disclosures.

We are not aware of any risks from cybersecurity threats, including as a result of previous cybersecurity incidents, which have materially affected us or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition.

However, the cybersecurity threat environment is increasingly challenging, and we constantly face risks from cybersecurity threats.

There can be no assurance that we, or the third parties with which we interact, will not experience a cybersecurity incident in the future that could materially affect us.

Additional information about the cybersecurity risks we face is discussed in Item 1A.

Risk Factors, which should be read in conjunction with the information above.

GOVERNANCE

The Board of Directors and management work together to manage cybersecurity risk as part of our broader enterprise risk management approach.

Our Board of Directors has delegated risk management oversight responsibility for information security, which includes data privacy and cybersecurity, to the Governance and Nominating Committee.

Certain of our board members, including certain members of our Governance and Nominating Committee, have backgrounds or experience in risk management and/or information technology.

On at least an annual basis, the Governance and Nominating Committee receives updates from our CISO, Chief Information & Technology Officer (“CITO”) and other members of management on risks related to information systems, information security, data privacy and cybersecurity.

The Board of Directors also receives regular reports from the Governance and Nominating Committee on these and other risk-related matters as necessary.

Our CISO provides information to the Governance and Nominating Committee pursuant to risk-based escalation protocols for cybersecurity incidents that exceed designated thresholds.

MANAGEMENT'S ROLE IN CYBERSECURITY RISK MANAGEMENT

Our CISO leads the Information Security team and has global responsibility for overseeing our information security, data privacy and cybersecurity program.

The program is operationalized through use of multi-disciplinary teams including governance, risk and compliance; identity and access management; cloud and infrastructure security; data security; application security; vulnerability and threat management; and security detection and response operations.

Additionally, our CISO monitors the prevention, detection, mitigation and remediation of cybersecurity incidents and reports cybersecurity incidents that reach designated thresholds to senior management and, if necessary, to the Governance and Nominating committee.

The following table summarizes our domestic properties as of September [removed: 30, 2023:][added: 28, 2024:]

| Beef Segment Facilities | | | [removed: 14] [added: 12] | | | | | | — | | | | | | [removed: 14] [added: 12] | | | | | | 155,000 head | | |

| Pork Segment Facilities | | | [removed: 7] [added: 6] | | | | | | — | | | | | | [removed: 7] [added: 6] | | | | | | [removed: 471,000] [added: 421,000] head | | |

| Chicken Segment Facilities | | | [removed: 176] [added: 163] | | | | | | [removed: 7] [added: 6] | | | | | | [removed: 183] [added: 169] | | | | | | [removed: 45] [added: 42] million head | | |

| Prepared Foods Segment Facilities | | | [removed: 36] [added: 37] | | | | | | — | | | | | | [removed: 36] [added: 37] | | | | | | [removed: 71] [added: 74] million pounds | | |

The Beef segment includes [removed: five] [added: four] case-ready operations that share facilities with the Pork segment.

The Pork segment includes [removed: five] [added: four] case-ready operations that share facilities with and are included in the Beef segment in the table above.

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

As described in Part II, Item 8, Notes to Consolidated Financial Statements, Note 7: Restructuring and Related Charges, we closed one Pork segment facility during fiscal 2024.

As described in Part II, Item 8, Notes to Consolidated Financial Statements, Note 7: Restructuring and Related Charges, we sold or closed a total of five Chicken segment locations which included certain feed mills and hatcheries supporting those processing facilities during fiscal 2024.

We also have various facilities which have rendering operations along with tanneries and hide treatment operations.

We also have a foreign production operation in Europe which includes a chicken further-processing facility.

[added: | John H. Tyson | | | | | |] Chairman of the Board of Directors [removed: John Tyson is the father of Chief Financial Officer John R.][added: | | | | | | 71 | | | | | | 2011 | | |]

The name, title, age (as of September [removed: 30, 2023)] [added: 28, 2024)] and calendar year of initial election to executive office of our executive officers are listed below:

[removed: | John H. Tyson | | | | | |] Chairman of the Board of Directors [removed: | | | | | | 70 | | | | | | 2011 | | |][added: John H.]

| Adam Deckinger | | | | | | General Counsel and Secretary | | | | | | [removed: 47] [added: 48] | | | | | | 2023 | | |

| Melanie Boulden | | | | | | [removed: Group President, Prepared Foods and] Chief Growth Officer | | | | | | [removed: 51] [added: 52] | | | | | | 2023 | | |

| Donnie King | | | | | | President and Chief Executive Officer | | | | | | [removed: 61] [added: 62] | | | | | | 2019 | | |

| Wes Morris | | | | | | Group President, Poultry | | | | | | [removed: 58] [added: 59] | | | | | | 2023 | | |

| Brady Stewart | | | | | | Group President, Beef, Pork and Chief Supply Chain Officer | | | | | | [removed: 44] [added: 45] | | | | | | 2023 | | |

| [removed: Phillip Thomas] [added: Lori Bondar] | | | | | | [added: Senior] Vice [removed: President, Controller] [added: President] and Chief Accounting Officer | | | | | | [removed: 48] [added: 63] | | | | | | [removed: 2020] [added: 2023] | | |

| John R. Tyson | | | | | | Executive Vice President [removed: and Chief Financial Officer] | | | | | | [removed: 33] [added: 34] | | | | | | 2019 | | |

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

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

[removed: Jason Nichol] [added: Lori Bondar] was appointed [added: Senior Vice President and] Chief [removed: Customer] [added: Accounting] Officer in [removed: February 2021] [added: December 2023,] after serving as Senior Vice President, [removed: Walmart since March 2016] [added: Finance] and [removed: as Vice President, Walmart] [added: Accounting] since [removed: his] [added: her] initial employment with the Company in [removed: April 2015.][added: September 2023.]

[removed: Johanna Söderström] [added: He] was [removed: appointed] [added: previously] Executive Vice President and Chief [removed: People] [added: Financial] Officer [removed: in] [added: of the Company from] October [removed: 2021] [added: 2022 to June 2024,] after serving as Executive Vice [removed: President] [added: President, Strategy] and Chief [removed: Human Resources] [added: Sustainability] Officer since [removed: her] [added: October 2021, as Chief Sustainability Officer from September 2019 to October 2021, and as Director, Office of the Chief Executive Officer since his] initial employment with the Company in [removed: July 2020.][added: May 2019.]

Ms. [removed: Söderström] [added: Hanson] was employed by [removed: Dow Chemical Company] [added: John Deere] prior to joining the Company.

Ms. [removed: Tu] [added: Bondar] was employed by [removed: The Boeing Company] [added: Avery Dennison Corporation from 2008 to 2023] prior to joining the Company.

Tyson is the father of John R.

| Curt Calaway | | | | | | Chief Financial Officer | | | | | | 51 | | | | | | 2024 | | |

| Devin Cole | | | | | | President, International & Global McDonald's | | | | | | 54 | | | | | | 2024 | | |

| Jacqueline Hanson | | | | | | Chief People Officer | | | | | | 55 | | | | | | 2024 | | |

| Kyle Narron | | | | | | Group President, Prepared Foods | | | | | | 44 | | | | | | 2024 | | |

She has also served as Group President, Prepared Foods from September 2023 to September 2024.

Curt Calaway was appointed Chief Financial Officer in August 2024, after serving as interim Chief Financial Officer from June 2024 to August 2024, as Chief Financial Officer for the Company's Prepared Foods business segment from May 2024 to August 2024, and as Senior Vice President and Treasurer from April 2022 to May 2024 and from December 2018 to May 2021.

Between May 2021 and April 2022, he served as Senior Vice President, Finance and Corporate Development and has also held various leadership roles including Controller, Chief Accounting Officer and Vice President of Audit and Compliance.

Mr. Calaway was initially employed by the Company in 2006.

Devin Cole was appointed as President, International & Global McDonald’s in July 2024 after serving as President, Global McDonald’s since March 2024.

He was also employed at the Company from 1995 to 2014, serving in various roles including as a Group Vice President and as Chief Commercial Officer.

Mr. Cole was employed by George’s Inc. from 2016 to 2023 and Keystone Foods from 2015 to 2016 before returning to the Company.

Jacqueline Hanson was appointed Chief People Officer in January 2024 after serving as Human Resources Senior Vice President for Poultry, Cobb, McDonald’s and International since August 2022.

Kyle Narron was appointed Group President, Prepared Foods in October 2024, after serving as Senior Vice President of Pork and Prepared Foods from February 2023 to September 2024.

Prior to joining the Company, Mr. Narron was employed by Smithfield Foods and Summit Logistics Group.

Tyson is an Executive Vice President of the Company.

| Jason Nichol | | | | | | Chief Customer Officer | | | | | | 51 | | | | | | 2021 | | |

| Johanna Söderström | | | | | | Executive Vice President and Chief People Officer | | | | | | 52 | | | | | | 2020 | | |

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

Mr. Nichol was employed by Nabisco, Cott Beverages and Scotts Miracle-Gro prior to joining the Company.

Phillip Thomas was appointed Vice President, Controller and Chief Accounting Officer in July 2020 after serving as Vice President and Assistant Controller since March 2014, prior to which he served as Senior Director Financial Reporting since his initial employment with the Company in July 2008.

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.

Prior to that role, Ms. Tu served as Executive Vice President and Chief Legal Officer and Secretary from October 2021 to January 2023, as Executive Vice President, General Counsel and Secretary from November 2020 to October 2021 and as Executive Vice President and General Counsel since her initial employment with the Company in December 2017.

Tyson was appointed Executive Vice President and Chief Financial Officer in October 2022 after serving as Executive Vice President, Strategy and Chief Sustainability Officer since October 2021, as Chief Sustainability Officer from September 2019 to October 2021, and as Director, Office of the Chief Executive Officer since his initial employment with the Company in May 2019.

As of October [removed: 28, 2023,] [added: 26, 2024,] there were approximately 25,000 holders of record of our Class A stock and six holders of record of our Class B stock.

In fiscal [removed: 2023,] [added: 2024,] the annual dividend rate for Class A stock was [removed: $1.92] [added: $1.96] per share and the annual dividend rate for Class B stock was [removed: $1.728] [added: $1.764] per share.

Effective November [removed: 10, 2023,] [added: 8, 2024,] the Board of Directors increased the quarterly dividend previously declared on August [removed: 10, 2023,] [added: 8, 2024,] to [removed: $0.49] [added: $0.50] per share on our Class A common stock and [removed: $0.441] [added: $0.45] per share on our Class B common stock.

The increased quarterly dividend is payable on December [removed: 15, 2023,] [added: 13, 2024,] to shareholders of record at the close of business on [removed: December 1, 2023.][added: November 29, 2024.]

The Board also declared a quarterly dividend of [removed: $0.49] [added: $0.50] per share on our Class A common stock and [removed: $0.441] [added: $0.45] per share on our Class B common stock, payable on March [removed: 15, 2024,] [added: 14, 2025,] to shareholders of record at the close of business on [removed: March 1, 2024.][added: February 28, 2025.]

We anticipate the remaining quarterly dividends in fiscal [removed: 2024] [added: 2025] will be [removed: $0.49] [added: $0.50] and [removed: $0.441] [added: $0.45] per share of our Class A and Class B stock, respectively.

This results in an annual dividend rate in fiscal [removed: 2024] [added: 2025] of [removed: $1.96] [added: $2.00] for Class A shares and [removed: $1.764] [added: $1.80] for Class B shares, or a 2% increase compared to the fiscal [removed: 2023] [added: 2024] annual dividend rate.

(2)We purchased [removed: 193,429] [added: 101,190] 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.

The following graph shows a five-year comparison of cumulative total returns for our Class A stock, the Standard & Poor’s (“S&P”) 500 Index, our [removed: old] [added: fiscal 2023] peer group and [removed: our new peer group of companies] [added: the S&P 500 Consumer Staples Index] 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: 2018,] [added: 2019,] is presented for each of the periods for the Company, the S&P 500 [removed: Index and] [added: Index,] our [removed: old and new] [added: fiscal 2023] peer [removed: groups.][added: group and the S&P 500 Consumer Staples Index.]

The graph compares the performance of the Company’s Class A common stock with that of the S&P 500 [removed: Index and] [added: Index,] our [removed: old and new] [added: fiscal 2023] peer [removed: groups,] [added: group,] with the return of each company in the peer [removed: groups] [added: group] weighted on market [removed: capitalization.][added: capitalization, and the S&P 500 Consumer Staples Index.]

[removed: Our new] [added: For fiscal 2023, our] peer group [removed: includes:] [added: included:] 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.

| Jun. 30, 2024 to Jul. 27, 2024 | | | 3,165 | | | | | | $ | 58.26 | | — | | | | | | 7,301,400 | | |

| Jul. 28, 2024 to Aug. 31, 2024 | | | 9,538 | | | | | | 62.36 | | | — | | | | | | 7,301,400 | | |

| Sept. 1, 2024 to Sept. 28, 2024 | | | 88,487 | | | | | | 47.63 | | | — | | | | | | 7,301,400 | | |

| Total | | | 101,190 | | | | | | $ | 49.35 | | — | | | | | | 7,301,400 | | |

| | | | | | | | | | 9/28/19 | | | | | | 10/3/20 | | | | | | 10/2/21 | | | | | | 10/1/22 | | | | | | 9/30/23 | | | | | | 9/28/24 | | |

| Tyson Foods, Inc. | | | | | | | | | $ | 100.00 | | | | | $ | 71.30 | | | | | $ | 96.50 | | | | | $ | 83.02 | | | | | $ | 65.73 | | | | | $ | 80.54 | |

| S&P 500 Index | | | | | | | | | 100.00 | | | | | | 115.25 | | | | | | 152.19 | | | | | | 127.18 | | | | | | 154.68 | | | | | | 210.00 | | |

| Fiscal 2023 (Peer Group) | | | | | | | | | 100.00 | | | | | | 111.01 | | | | | | 125.39 | | | | | | 124.62 | | | | | | 148.13 | | | | | | 188.77 | | |

| Fiscal 2024 (S&P 500 Consumer Staples Index) | | | | | | | | | 100.00 | | | | | | 111.70 | | | | | | 126.14 | | | | | | 124.21 | | | | | | 134.09 | | | | | | 174.20 | | |

For fiscal 2024, we selected the S&P 500 Consumer Staples Index for the comparison of total cumulative return on investment.

The S&P 500 Consumer Staples Index was selected as it includes a larger sample of companies within or adjacent to our industry.

| 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 | | |

These transactions included 165,441 shares purchased in open market transactions and 27,988 shares withheld to cover required tax withholdings on the vesting of restricted stock.

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

| | | | | | | | | | 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.

The complete list of our 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.

| | | | September [removed: 30, 2023] [added: 28, 2024] | | | | | | [removed: October 1, 2022] [added: September 30, 2023] | | | | | | October [removed: 2, 2021] [added: 1, 2022] | | |

| Sales | | | $ | [removed: 52,881] [added: 53,309] | | | | | $ | [removed: 53,282] [added: 52,881] | | | | | $ | [removed: 47,049] [added: 53,282] | |

| Cost of Sales | | | [removed: 50,250] [added: 49,682] | | | | | | [removed: 46,614] [added: 50,250] | | | | | | [removed: 40,523] [added: 46,614] | | |

| Gross Profit | | | [removed: 2,631] [added: 3,627] | | | | | | [removed: 6,668] [added: 2,631] | | | | | | [removed: 6,526] [added: 6,668] | | |

| Selling, General and Administrative | | | [removed: 2,245] [added: 2,218] | | | | | | [removed: 2,258] [added: 2,245] | | | | | | [removed: 2,130] [added: 2,258] | | |

| Goodwill Impairment | | | [removed: 781] [added: —] | | | | | | [removed: —] [added: 781] | | | | | | — | | |

| Operating Income (Loss) | | | [removed: (395)] [added: 1,409] | | | | | | [removed: 4,410] [added: (395)] | | | | | | [removed: 4,396] [added: 4,410] | | |

| Interest income | | | [removed: (30)] [added: (89)] | | | | | | [removed: (17)] [added: (30)] | | | | | | [removed: (8)] [added: (17)] | | |

| Interest expense | | | [removed: 355] [added: 481] | | | | | | [removed: 365] [added: 355] | | | | | | [removed: 428] [added: 365] | | |

| Other, net | | | [removed: (42)] [added: (75)] | | | | | | [removed: (87)] [added: (42)] | | | | | | [removed: (65)] [added: (87)] | | |

| Total Other (Income) Expense | | | [removed: 283] [added: 317] | | | | | | [removed: 261] [added: 283] | | | | | | [removed: 355] [added: 261] | | |

| Income (Loss) before Income Taxes | | | [removed: (678)] [added: 1,092] | | | | | | [removed: 4,149] [added: (678)] | | | | | | [removed: 4,041] [added: 4,149] | | |

| Income Tax Expense (Benefit) | | | [removed: (29)] [added: 270] | | | | | | [removed: 900] [added: (29)] | | | | | | [removed: 981] [added: 900] | | |

| Net Income (Loss) | | | [removed: (649)] [added: 822] | | | | | | [removed: 3,249] [added: (649)] | | | | | | [removed: 3,060] [added: 3,249] | | |

| Less: Net Income (Loss) Attributable to Noncontrolling Interests | | | [removed: (1)] [added: 22] | | | | | | [removed: 11] [added: (1)] | | | | | | [removed: 13] [added: 11] | | |

| Net Income (Loss) Attributable to Tyson | | | $ | [removed: (648)] [added: 800] | | | | | $ | [removed: 3,238] [added: (648)] | | | | | $ | [removed: 3,047] [added: 3,238] | |

| Class A Basic | | | $ | [removed: (1.87)] [added: 2.31] | | | | | $ | [removed: 9.18] [added: (1.87)] | | | | | $ | [removed: 8.57] [added: 9.18] | |

| Class B Basic | | | $ | [removed: (1.68)] [added: 2.06] | | | | | $ | [removed: 8.25] [added: (1.68)] | | | | | $ | [removed: 7.70] [added: 8.25] | |

| Diluted | | | $ | [removed: (1.87)] [added: 2.25] | | | | | $ | [removed: 8.92] [added: (1.87)] | | | | | $ | [removed: 8.34] [added: 8.92] | |

| Net Income (Loss) | | | $ | [removed: (649)] [added: 822] | | | | | $ | [removed: 3,249] [added: (649)] | | | | | $ | [removed: 3,060] [added: 3,249] | |

| Derivatives accounted for as cash flow hedges | | | [removed: 2] [added: (5)] | | | | | | [removed: 1] [added: 2] | | | | | | [removed: 2] [added: 1] | | |

| Investments | | | [removed: 1] [added: 4] | | | | | | [removed: (7)] [added: 1] | | | | | | [removed: (1)] [added: (7)] | | |

| Currency translation | | | [removed: 29] [added: 100] | | | | | | [removed: (162)] [added: 29] | | | | | | [removed: 17] [added: (162)] | | |

| Postretirement benefits | | | [removed: 5] [added: (9)] | | | | | | [removed: 43] [added: 5] | | | | | | [removed: (11)] [added: 43] | | |

| Total Other Comprehensive Income (Loss), Net of Taxes | | | [removed: 37] [added: 90] | | | | | | [removed: (125)] [added: 37] | | | | | | [removed: 7] [added: (125)] | | |

| Comprehensive Income (Loss) | | | [removed: (612)] [added: 912] | | | | | | [removed: 3,124] [added: (612)] | | | | | | [removed: 3,067] [added: 3,124] | | |

| Less: Comprehensive Income (Loss) Attributable to Noncontrolling Interests | | | [removed: (1)] [added: 36] | | | | | | [removed: 11] [added: (1)] | | | | | | [removed: 13] [added: 11] | | |

| Comprehensive Income (Loss) Attributable to Tyson | | | $ | [removed: (611)] [added: 876] | | | | | $ | [removed: 3,113] [added: (611)] | | | | | $ | [removed: 3,054] [added: 3,113] | |

| | | | September [added: 28, 2024 | | | | | | September] 30, 2023 | | | | | | October 1, 2022 | | |

| Cash and cash equivalents | | | $ | [removed: 573] [added: 1,717] | | | | | $ | [removed: 1,031] [added: 573] | |

| Accounts receivable, net | | | [removed: 2,476] [added: 2,406] | | | | | | [removed: 2,577] [added: 2,476] | | |

| Inventories | | | [removed: 5,328] [added: 5,195] | | | | | | [removed: 5,514] [added: 5,328] | | |

| Other current assets | | | [removed: 345] [added: 433] | | | | | | [removed: 508] [added: 345] | | |

| Total Current Assets | | | [removed: 8,722] [added: 9,751] | | | | | | [removed: 9,630] [added: 8,722] | | |

| Net Property, Plant and Equipment | | | [removed: 9,634] [added: 9,442] | | | | | | [removed: 8,685] [added: 9,634] | | |

| Goodwill | | | [removed: 9,878] [added: 9,819] | | | | | | [removed: 10,513] [added: 9,878] | | |

| Intangible Assets, net | | | [removed: 6,098] [added: 5,875] | | | | | | [removed: 6,252] [added: 6,098] | | |

| Other Assets | | | [removed: 1,919] [added: 2,213] | | | | | | [removed: 1,741] [added: 1,919] | | |

| Total Assets | | | $ | [removed: 36,251] [added: 37,100] | | | | | $ | [removed: 36,821] [added: 36,251] | |

| Current debt | | | $ | [removed: 1,895] [added: 74] | | | | | $ | [removed: 459] [added: 1,895] | |

| Net income (loss) | | | $ | 822 | | | | | $ | (649) | | | | | $ | 3,249 | |

Tyson, it has grown under four generations of family leadership.

The Company is unified by this purpose: Tyson Foods.

Tyson Foods is dedicated to bringing high-quality food to every table in the world, safely, sustainably, and affordably, now and for future generations.

However, we could be required to evaluate the recoverability of goodwill and indefinite life intangible assets outside of the required annual assessment if, among other things, we experience disruptions to the business, unexpected significant declines in operating results, divestiture of a significant component of the business, sustained decline in market capitalization or significant changes in macro-economic factors such as increased interest and discount rates.

Based on quantitative assessments in fiscal 2023, we recognized $781 million of goodwill impairment charges including $333 million to partially impair the goodwill of the Beef reporting unit, $238 million to fully impair the goodwill of two of our International/Other reporting units and $210 million to partially impair the goodwill of a Chicken segment reporting unit.

| | | | 2024 | | | | | | 2023 | | |

In November 2024, the FASB issued authoritative guidance to disclose certain additional expense information including, among other items, purchases of inventory, employee compensation, depreciation and intangible asset amortization included within each Consolidated Statement of Income expense caption.

The guidance is effective for annual reporting periods beginning after December 15, 2026, our fiscal 2028, and interim reporting periods within fiscal years beginning after December 15, 2027, our fiscal 2029.

Amendments can be applied using either the prospective or the retrospective approach.

In March 2024, the SEC issued a final rule that will require registrants to provide certain climate-related information in their registration statements and annual reports.

The rule is effective for annual reporting periods beginning in 2025, our fiscal 2026, and will be applied prospectively.

However, the SEC has issued a stay on the final rule due to legal challenges, and the effective date has been delayed indefinitely.

We are currently evaluating the impact this guidance will have on disclosures in our consolidated financial statements.

In December 2023, the Financial Accounting Standards Board (the "FASB") issued authoritative guidance to enhance the transparency and decision usefulness of income tax disclosures primarily related to the rate reconciliation and income taxes paid information.

The guidance is effective for annual reporting periods beginning after December 15, 2024, our fiscal 2026, and will be applied prospectively.

We are currently evaluating the impact this guidance will have on disclosures in our consolidated financial statements.

In November 2023, the FASB issued authoritative guidance to improve the disclosures about a public entity's reportable segments and address requests from investors for additional, more detailed information about a reportable segment's expenses.

The guidance is effective for annual reporting periods beginning after December 15, 2023, our fiscal 2025, and interim reporting periods within fiscal years beginning after December 15, 2024, our fiscal 2026.

Amendments will be applied retrospectively to all prior periods presented in the financial statements.

We are currently evaluating the impact this guidance will have on disclosures in our consolidated financial statements.

This disclosure requirement did not have a material impact on our consolidated financial statements.

In September 2022, the FASB issued guidance that requires additional disclosures for supplier finance programs to allow users to better understand the nature, activity and potential magnitude of the programs.

The guidance, except for a requirement for rollforward information, is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2022, our fiscal 2024.

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

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

We elected to early adopt the initial disclosure requirement for the fiscal year ended September 30, 2023, and it did not have a material impact on our consolidated financial statements.

The facility's $158 million carrying value primarily consisted of fixed assets and inventory, and included $63 million of goodwill that was not deductible for tax purposes.

| | | | 2024 | | | | | | 2023 | | |

| | | | 19,963 | | | | | | 19,700 | | |

| Measurement period adjustments | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | (13) | | | | | $ | — | | | | | $ | (13) | |

| Sale of business | | | — | | | | | | — | | | | | | (63) | | | | | | — | | | | | | — | | | | | | (63) | | |

| Balance at September 28, 2024 (a) | | | $ | 343 | | | | | $ | 423 | | | | | $ | 3,001 | | | | | $ | 5,891 | | | | | $ | 161 | | | | | $ | 9,819 | |

| | | | 2024 | | | | | | 2023 | | |

| | | | 2024 | | | | | | 2023 | | |

Finance lease ROU assets and liabilities presented in our Consolidated Balance Sheets were as follows as of September 28, 2024 and September 30, 2023 (in millions):

| | | | 2024 | | | | | | 2023 | | |

| Net Property, Plant and Equipment | | | $ | 122 | | | | | $ | 72 | |

| Current Debt | | | 36 | | | | | | 21 | | |

| Long-term debt | | | 90 | | | | | | 53 | | |

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

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

We innovate 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.

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.

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.

Finance lease disclosures are omitted as they are deemed immaterial.

The ineffective portion of an instrument’s change in fair value is recognized immediately.

In March 2020, the FASB issued guidance providing optional expedients and exceptions to account for the effects of reference rate reform to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued.

The optional guidance, which became effective on March 12, 2020 and was set to end on December 31, 2022, was extended by new guidance issued by the FASB on December 21, 2022 to apply through December 31, 2024.

The temporary accounting relief provided in the optional guidance has not impacted our consolidated financial statements.

The Company has various contracts that reference LIBOR and is assessing how this standard may be applied to specific contract modifications through December 31, 2024.

Certain estimated values for the acquisition, including goodwill, intangible assets, property, plant and equipment, other liabilities, and deferred taxes are not yet finalized and are subject to adjustment as additional information becomes available and more detailed analyses are completed.

We are accounting for the investment under the equity method.

In the third quarter of fiscal 2021, we acquired a 49% minority interest in a Malaysian producer of feed and poultry products for $44 million in addition to future contingent payments of up to approximately $65 million of which $27 million was recognized in fiscal 2023.

The business had a net carrying value of $411 million which included $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 goodwill was not deductible for tax purposes.

| | | | 19,700 | | | | | | 17,893 | | |

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

| Total | | | $ | 751 | | | | | $ | 713 | | | | | $ | 689 | |

Other operating lease information includes the following for fiscal years 2023, 2022 and 2021:

| | | | | | |

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

| 2024 | | | $ | 171 | |

In fiscal 2023, the Company approved an extension to the program to remove additional redundancies in corporate overhead.

Additionally, during fiscal 2023, we revised the total 2022 Program anticipated expenses down $69 million due to revised estimates related to relocation, lease terminations, and professional and other fees, based on actual experience, which were partially offset by increased severance costs associated with the program extension.

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

We anticipate that $50 million and $174 million of the total pretax anticipated expense will be recorded in Cost of Sales and Selling, General and Administrative, respectively, in our Consolidated Statements of Income.

During fiscal 2023, we recorded restructuring and related charges associated with the 2022 Program of $29 million and $95 million in Cost of Sales and Selling, General and Administrative, respectively, in our Consolidated Statements of Income.

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

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

During fiscal 2022, we recorded restructuring and related charges associated with the 2022 Program of $18 million and $48 million in Cost of Sales and Selling, General and Administrative, respectively, in our Consolidated Statements of Income.

The following table reflects the pretax 2022 Program charges to date by reportable segment (in millions):

| Total 2022 Program charges to date | | | $ | 49 | | $ | 16 | | $ | 22 | | $ | 85 | | $ | 18 | | $ | 190 | |

As of the fourth quarter of fiscal 2023, we recorded restructuring and related charges to date of $47 million and $143 million in Cost of Sales and Selling, General and Administrative, respectively, in our Consolidated Statements of Income.

| Total | | | $ | 66 | | $ | 121 | | $ | (109) | | $ | (13) | | $ | 65 | | | | |

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

We shifted production to other facilities and ceased operations at our Glen Allen and Van Buren facilities during fiscal 2023 and expect to shift production and cease operations at the remaining locations during the first half of fiscal 2024.

Based on that evaluation, the CEO and CFO concluded that, as of September [removed: 30, 2023,] [added: 28, 2024,] our disclosure controls and procedures were effective.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting as of September [removed: 30, 2023.][added: 28, 2024.]

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 September [removed: 30, 2023.][added: 28, 2024.]

The Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, who has audited the fiscal [removed: 2023] [added: 2024] 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 September [removed: 30, 2023] [added: 28, 2024] 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 September [removed: 30, 2023] [added: 28, 2024] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

During the three months ended September [removed: 30, 2023,] [added: 28, 2024,] 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.

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: 8, 2024] [added: 6, 2025] (the “Proxy Statement”), which information is incorporated herein by reference.

This code of ethics, titled “Tyson Code of Conduct,” is available, free of charge on our website at [removed: http://ir.tyson.com.][added: https://www.tysonfoods.com/ethics-and-compliance]

We have adopted insider trading policies and procedures governing the purchase, sale, and other dispositions of securities of Tyson and other companies by directors, senior management, and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards.

Our insider trading policy states, among other things, that our directors, officers, and employees are prohibited from trading in such securities while in possession of material, nonpublic information.

The foregoing summary of our insider trading policies and procedures does not purport to be complete and is qualified by reference to our Insider Trading Policy filed as an exhibit to this Annual Report on Form 10-K.

See the information set forth under the captions “Executive Compensation,” “Director Compensation For Fiscal Year [removed: 2023,”] [added: 2024,”] “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 September [removed: 30, 2023:][added: 28, 2024:]

(a) Shares of Class A Common Stock available for future issuance as of September [removed: 30, 2023,] [added: 28, 2024,] under the Stock Incentive Plan [removed: (6,923,370),] [added: (3,885,823),] the Employee Stock Purchase Plan [removed: (8,000,710)] [added: (6,994,887)] and the Retirement Savings Plan (7,647,608).

| Equity compensation plans approved by security holders | | | 7,114,663 | | | | | | $ | 64.02 | | | | | 18,528,318 | | |

| Total | | | 7,114,663 | | | | | | $ | 64.02 | | | | | 18,528,318 | | |

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

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

Consolidated Statements of Income for the three years ended September [removed: 30, 2023][added: 28, 2024]

Consolidated Statements of Comprehensive Income for the three years ended September [removed: 30, 2023][added: 28, 2024]

Consolidated Balance Sheets at September [removed: 30, 2023,] [added: 28, 2024,] and [removed: October 1, 2022][added: September 30, 2023]

Consolidated Statements of Shareholders’ Equity for the three years ended September [removed: 30, 2023][added: 28, 2024]

Consolidated Statements of Cash Flows for the three years ended September [removed: 30, 2023][added: 28, 2024]

Financial Statement Schedule - Schedule II Valuation and Qualifying Accounts for the three years ended September [removed: 30, 2023][added: 28, 2024]

| 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 [removed: 4.2] [added: 4.6] 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/d770620dex42.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/100493/000119312514302725/d770620dex46.htm)] | | | | | |

| [removed: 4.6] [added: 4.7] | | | | | | [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 [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)] | | | | | |

| [removed: 4.7] [added: 4.6] | | | | | | [Form of [removed: 3.95%] [added: 4.875%] Senior Note due [removed: 2024] [added: 2034] (included in Exhibit [removed: 4.4] [added: 4.6] 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/d770620dex46.htm)] | | | | | |

| [removed: 4.8] [added: 4.15] | | | | | | [Supplemental Indenture dated [removed: as of August 8, 2014,] [added: June 2, 2017,] by and between the Company and The Bank of New York Mellon Trust Company, [removed: National Association] [added: 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 [removed: 4.6] [added: 4.8] to the Company's Current Report on Form 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/d770620dex46.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/100493/000095010317005328/dp76896_ex0408.htm)] | | | | | |

| [removed: 4.9] [added: 4.8] | | | | | | [Form of [removed: 4.875%] [added: 5.15%] Senior Note due [removed: 2034 (included in] [added: 2044 (previously filed as] Exhibit [removed: 4.6] [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/d770620dex46.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/100493/000119312514302725/d770620dex48.htm)] | | | | | |

| [removed: 4.10] [added: 4.11] | | | | | | [Supplemental Indenture dated [removed: as of August 8, 2014,] [added: June 2, 2017,] by and between the Company and The Bank of New York Mellon Trust Company, [removed: National Association] [added: 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 [removed: 4.8] [added: 4.2] 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_ex0402.htm)] | | | | | |

| [removed: 4.11] [added: 4.16] | | | | | | [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)] | | | | | |

| [removed: 4.12] [added: 4.9] | | | | | | 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). | | | | | |

| [removed: 4.13] [added: 4.10] | | | | | | [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) | | | | | |

| [removed: 4.14] [added: 4.12] | | | | | | [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 [removed: 4.2] [added: 4.4] to the Company's Current Report on Form [removed: 8-k] [added: 8-K] filed on June 2, 2017, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/100493/000095010317005328/dp76896_ex0402.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/100493/000095010317005328/dp76896_ex0404.htm)] | | | | | |

| [removed: 4.15] [added: 4.13] | | | | | | [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 [removed: 4.4] [added: 4.6] to the Company's Current Report on Form 8-K filed on June 2, 2017, and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/100493/000095010317005328/dp76896_ex0404.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/100493/000095010317005328/dp76896_ex0406.htm)] | | | | | |

| [removed: 4.16] [added: 4.17] | | | | | | [Supplemental [removed: Indenture] [added: Indenture,] dated [removed: June 2, 2017,] [added: September 28, 2018,] by and between the Company and [removed: The] [added: 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 [removed: Exhibit 4.6] [added: exhibit 4.2] to the 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_ex0406.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/100493/000095010318011295/dp96082_ex0402.htm)] | | | | | |

| [removed: 4.17] [added: 4.14] | | | | | | [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) | | | | | |

| 4.18 | | | | | | [Supplemental [removed: Indenture] [added: Indenture,] dated [removed: June 2, 2017,] [added: September 28, 2018,] by and between the Company and [removed: The] [added: 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 [removed: Exhibit 4.8] [added: exhibit 4.4] 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.](http://www.sec.gov/Archives/edgar/data/100493/000095010318011295/dp96082_ex0404.htm)] | | | | | |

| 4.19 | | | | | | [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)] | | | | | |

| 4.20 | | | | | | [Supplemental Indenture, dated [removed: September 28, 2018,] [added: March 8, 2024,] by and between the Company and [removed: the] [added: 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 [removed: Trustee, supplementing] [added: trustee, for] the [removed: Company Indenture] [added: Senior Notes due 2029] (previously filed as [removed: exhibit] [added: Exhibit] 4.2 to the [removed: Company's] [added: Company’s] Current Report on Form 8-K filed [removed: on September 28, 2018,] [added: March 8, 2024,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/100493/000095010318011295/dp96082_ex0402.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/100493/000114036124012356/ny20021527x5_ex4-2.htm)] | | | | | |

| [removed: 4.21] [added: 4.22] | | | | | | [Supplemental Indenture, dated [removed: September 28, 2018,] [added: March 8, 2024,] by and between the Company and [removed: the] [added: 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, [removed: supplementing] [added: for] the [removed: Company Indenture] [added: Senior Notes due 2034] (previously filed as [removed: exhibit] [added: Exhibit] 4.4 to the Company’s Current Report on Form 8-K filed [removed: on September 28, 2018,] [added: March 8, 2024,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/100493/000095010318011295/dp96082_ex0404.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/100493/000114036124012356/ny20021527x5_ex4-4.htm)] | | | | | |