Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

TYSON FOODS, INC.

CONSOLIDATED STATEMENTS OF INCOME

in millions, except per share data
fiscal year ended
September 27, 2025September 28, 2024September 30, 2023
Sales$54,441$53,309$52,881
Cost of Sales50,87949,68250,250
Gross Profit3,5623,6272,631
Selling, General and Administrative2,1212,2182,245
Goodwill Impairment343—781
Operating Income (Loss)1,0981,409(395)
Other (Income) Expense:
Interest income(73)(89)(30)
Interest expense449481355
Other, net(47)(75)(42)
Total Other (Income) Expense329317283
Income (Loss) before Income Taxes7691,092(678)
Income Tax Expense (Benefit)262270(29)
Net Income (Loss)507822(649)
Less: Net Income (Loss) Attributable to Noncontrolling Interests3322(1)
Net Income (Loss) Attributable to Tyson$474$800$(648)
Net Income (Loss) Per Share Attributable to Tyson:
Class A Basic$1.37$2.31$(1.87)
Class B Basic$1.22$2.06$(1.68)
Diluted$1.33$2.25$(1.87)

See accompanying Notes to Consolidated Financial Statements.

TYSON FOODS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

in millions
fiscal year ended
September 27, 2025September 28, 2024September 30, 2023
Net Income (Loss)$507$822$(649)
Other Comprehensive Income (Loss), Net of Taxes:
Derivatives accounted for as cash flow hedges(7)(5)2
Investments—41
Currency translation(4)10029
Postretirement benefits4(9)5
Total Other Comprehensive Income (Loss), Net of Taxes(7)9037
Comprehensive Income (Loss)500912(612)
Less: Comprehensive Income (Loss) Attributable to Noncontrolling Interests3336(1)
Comprehensive Income (Loss) Attributable to Tyson$467$876$(611)

See accompanying Notes to Consolidated Financial Statements.

TYSON FOODS, INC.

CONSOLIDATED BALANCE SHEETS

in millions, except share and per share data
September 27, 2025September 28, 2024
Assets
Current Assets:
Cash and cash equivalents$1,229$1,717
Accounts receivable, net2,5242,406
Inventories5,6815,195
Other current assets482433
Total Current Assets9,9169,751
Net Property, Plant and Equipment9,2049,442
Goodwill9,4699,819
Intangible Assets, net5,6245,875
Other Assets2,4452,213
Total Assets$36,658$37,100
Liabilities and Shareholders’ Equity
Current Liabilities:
Current debt$909$74
Accounts payable2,6012,402
Other current liabilities2,8792,311
Total Current Liabilities6,3894,787
Long-Term Debt7,9219,713
Deferred Income Taxes2,1952,285
Other Liabilities1,9261,801
Commitments and Contingencies (Note 20)
Shareholders’ Equity:
Common stock ($0.10 par value):
Class A-authorized 900 million shares, issued 378 million shares3838
Convertible Class B-authorized 900 million shares, issued 70 million shares77
Capital in excess of par value4,6864,597
Retained earnings18,64718,873
Accumulated other comprehensive gain (loss)(191)(184)
Treasury stock, at cost – 95 million shares at September 27, 2025 and 92 million at September 28, 2024(5,102)(4,941)
Total Tyson Shareholders’ Equity18,08518,390
Noncontrolling Interests142124
Total Shareholders’ Equity18,22718,514
Total Liabilities and Shareholders’ Equity$36,658$37,100

See accompanying Notes to Consolidated Financial Statements.

TYSON FOODS, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

in millions
fiscal year ended
September 27, 2025September 28, 2024September 30, 2023
SharesAmountSharesAmountSharesAmount
Class A Common Stock:
Balance at beginning and end of year378$38378$38378$38
Class B Common Stock:
Balance at beginning and end of year707707707
Capital in Excess of Par Value:
Balance at beginning of year4,5974,5604,553
Stock-based compensation and other89377
Balance at end of year4,6864,5974,560
Retained Earnings:
Balance at beginning of year18,87318,76020,084
Net income (loss) attributable to Tyson474800(648)
Dividends(700)(687)(676)
Balance at end of year18,64718,87318,760
Accumulated Other Comprehensive Income (Loss), Net of Tax:
Balance at beginning of year(184)(260)(297)
Other comprehensive income (loss) attributable to Tyson(7)7637
Balance at end of year(191)(184)(260)
Treasury Stock:
Balance at beginning of year92(4,941)92(4,972)88(4,683)
Purchase of Class A common stock4(196)1(49)6(354)
Stock-based compensation(1)35(1)80(2)65
Balance at end of year95(5,102)92(4,941)92(4,972)
Total Shareholders’ Equity Attributable to Tyson$18,085$18,390$18,133
Equity Attributable to Noncontrolling Interests:
Balance at beginning of year$124$122$109
Net income (loss) attributable to noncontrolling interests3322(1)
Distributions to noncontrolling interest(15)(35)(14)
Business combinations—128
Currency translation and other—14—
Total Equity Attributable to Noncontrolling Interests$142$124$122
Total Shareholders’ Equity$18,227$18,514$18,255

See accompanying Notes to Consolidated Financial Statements.

TYSON FOODS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

in millions
fiscal year ended
September 27, 2025September 28, 2024September 30, 2023
Cash Flows From Operating Activities:
Net income (loss)$507$822$(649)
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation1,0931,1591,100
Amortization268241239
Deferred income taxes(76)(45)(183)
Gain on sale of storage facilities(107)——
Impairment of goodwill343—781
Impairments and disposals of assets126131101
Stock-based compensation expense10010161
Other, net7(43)115
(Increase) decrease in accounts receivable(121)59136
(Increase) decrease in inventories(449)153175
Increase (decrease) in accounts payable184(205)47
Increase (decrease) in income taxes payable/receivable789108
Net changes in other operating assets and liabilities273128(279)
Cash Provided by Operating Activities2,1552,5901,752
Cash Flows From Investing Activities:
Additions to property, plant and equipment(978)(1,132)(1,939)
Purchases of marketable securities(66)(38)(34)
Proceeds from sale of marketable securities623532
Proceeds from sale of storage facilities252——
Proceeds from sale of business—174—
Acquisitions, net of cash acquired——(262)
Acquisition of equity investments(11)(29)(115)
Other, net7610219
Cash Used for Investing Activities(665)(888)(2,299)
Cash Flows From Financing Activities:
Proceeds from issuance of debt1752,4151,130
Payments on debt(1,262)(1,641)(603)
Proceeds from issuance of commercial paper—1,6947,693
Repayments of commercial paper—(2,285)(7,103)
Purchases of Tyson Class A common stock(196)(49)(354)
Dividends(697)(684)(670)
Stock options exercised211411
Other, net(18)(45)(16)
Cash Provided by (Used for) Financing Activities(1,977)(581)88
Effect of Exchange Rate Change on Cash(1)231
(Decrease) Increase in Cash and Cash Equivalents and Restricted Cash(488)1,144(458)
Cash and Cash Equivalents and Restricted Cash at Beginning of Year1,7175731,031
Cash and Cash Equivalents and Restricted Cash at End of Year1,2291,717573
Less: Restricted Cash at End of Year———
Cash and Cash Equivalents at End of Year$1,229$1,717$573

See accompanying Notes to Consolidated Financial Statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

TYSON FOODS, INC.

NOTE 1: BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

Tyson Foods, Inc. (collectively, “Company,” “we,” “us” or “our”), is a world-class food company and recognized leader in protein. Founded in 1935 by John W. Tyson, it has grown under four generations of family leadership. The Company is unified by this purpose: Tyson Foods. We Feed the World Like Family™ and has a broad portfolio of iconic products and brands including Tyson®, Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, State Fair®, Aidells® and ibp®. Tyson Foods is dedicated to bringing high-quality food to every table in the world, safely, and affordably, now and for future generations.

Consolidation

The consolidated financial statements include the accounts of all wholly-owned subsidiaries, as well as majority-owned subsidiaries over which we exercise control and, when applicable, entities for which we have a controlling financial interest or variable interest entities for which we are the primary beneficiary. All significant intercompany accounts and transactions have been eliminated in consolidation.

Fiscal Year

We utilize a 52- or 53-week accounting period ending on the Saturday closest to September 30. The Company’s accounting cycle resulted in a 52-week year for fiscal 2025, 2024 and 2023.

Cash and Cash Equivalents

Cash equivalents consist of investments in short-term, highly liquid securities having original maturities of three months or less, which are made as part of our cash management activity. The carrying values of these assets approximate their fair values. We primarily utilize a cash management system with a series of separate accounts consisting of lockbox accounts for receiving cash, concentration accounts where funds are moved to, and several zero-balance disbursement accounts for funding payroll, accounts payable, livestock procurement, livestock grower payments, etc. As a result of our cash management system, checks issued, but not presented to the banks for payment, may result in negative book cash balances. These negative book cash balances are included in accounts payable and other current liabilities. Checks outstanding in excess of related book cash balances totaled approximately $100 million at September 27, 2025 and September 28, 2024.

Accounts Receivable

We record accounts receivable at net realizable value. This value includes an appropriate allowance for estimated credit losses to reflect any loss anticipated on the accounts receivable balances and charged to the allowance for credit losses. We calculate this allowance based on our history of write-offs, future economic conditions, level of past due accounts, and relationships with and economic status of our customers. At September 27, 2025, and September 28, 2024, our allowance for credit losses was $49 million and $38 million, respectively. We generally do not have collateral for our receivables, but we do periodically evaluate the credit worthiness of our customers.

Inventories

Processed products, livestock and supplies and other are valued at the lower of cost or net realizable value. Cost includes purchased raw materials, live purchase costs, livestock growout costs (primarily feed, livestock grower pay and catch and haul costs), labor and manufacturing and production overhead, which are related to the purchase and production of inventories. At September 27, 2025, the cost of inventories was determined by either the first-in, first-out method or the weighted-average method, which is consistent with the methods used at September 28, 2024. Inventories are presented net of lower of cost or net realizable value adjustments of $138 million and $115 million as of September 27, 2025 and September 28, 2024, respectively. The following table reflects the major components of inventory as of September 27, 2025 and September 28, 2024 (in millions):

20252024
Processed products$3,086$2,897
Livestock1,7291,460
Supplies and other866838
Total inventory$5,681$5,195

Property, Plant and Equipment

Property, plant and equipment are stated at cost and generally depreciated on a straight-line method over the estimated lives for buildings and leasehold improvements of 10 to 33 years, machinery and equipment of 3 to 15 years and land improvements and other of 3 to 20 years. Major repairs and maintenance costs that significantly extend the useful life of the related assets are capitalized. Normal repairs and maintenance costs are charged to operations. We review the carrying value of long-lived assets at each balance sheet date if indication of impairment exists. Recoverability is assessed using undiscounted cash flows based on historical results and current projections of earnings before interest, taxes, depreciation and amortization. We measure impairment as the excess of carrying value over the fair value of an asset group. The fair value of an asset group is generally measured using discounted cash flows including market participant assumptions of future operating results and discount rates.

Goodwill and Intangible Assets

Definite life intangibles are initially recorded at fair value and amortized over the estimated period of benefit. Brands and trademarks are generally amortized using the straight-line method over 20 years or less. Customer relationships and supply arrangements are generally amortized over 7 to 30 years based on the pattern of revenue expected to be generated from the use of the asset. The gross cost and accumulated amortization of intangible assets are removed when the recorded amounts are fully amortized and the asset is no longer in use or the contract has expired. Amortization expense is generally recognized in selling, general, and administrative expense. We review the carrying value of definite life intangibles at each balance sheet date if indications of impairment exists. Recoverability is assessed using undiscounted cash flows based on historical results and current projections of earnings before interest, taxes, depreciation and amortization. We measure impairment as the excess of carrying value over the fair value of the definite life intangible asset group. We use various valuation techniques to estimate fair value, with the primary techniques being discounted cash flows, relief-from-royalty and multi-period excess earnings valuation approaches, which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy. Under these valuation approaches, we are required to make estimates and assumptions about sales growth, operating margins, royalty rates and discount rates based on budgets, business plans, economic projections, anticipated future cash flows and marketplace data.

Goodwill and indefinite life intangible assets are initially recorded at fair value and not amortized, but are reviewed for impairment at least annually, or more frequently if impairment indicators arise. The first day of the fourth quarter is our annual impairment assessment date for goodwill and indefinite life intangible assets. 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.

Our goodwill and indefinite life intangible assets are evaluated for impairment by first performing a qualitative assessment to determine whether a quantitative test is necessary. If it is determined, based on qualitative factors, the fair value of the reporting unit or indefinite life intangible asset may more likely than not be less than the carrying value, or if significant changes to macro-economic factors have occurred that could materially impact fair value, a quantitative impairment test would be required. The quantitative test is to identify if a potential impairment exists by comparing the fair value of a reporting unit or indefinite life intangible asset with its carrying value. If the carrying value of the reporting unit or indefinite life intangible asset exceeds the fair value, an impairment loss is recognized in an amount equal to that excess, not to exceed the carrying value of goodwill or the indefinite life intangible asset.

We estimate the fair value of our reporting units considering the use of various valuation techniques, with the primary technique being an income approach (discounted cash flow method), with another technique being a market approach (guideline public company method), which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy. We include assumptions about sales growth, operating margins, discount rates and valuation multiples which consider our budgets, business plans, economic projections and marketplace data, and are believed to reflect market participant views which would exist in an exit transaction. Assumptions are also made for varying perpetual growth rates for periods beyond the long-term business plan period. Generally, we utilize operating margin assumptions based on future expectations, operating margins historically realized in the reporting units' industries and industry marketplace valuation multiples.

The fair value of our indefinite life intangible assets when performing a quantitative assessment is calculated principally using multi-period excess earnings and relief-from-royalty valuation approaches, which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy, and is believed to reflect market participant views which would exist in an exit transaction. Under these valuation approaches, we are required to make estimates and assumptions about sales growth, operating margins, royalty rates and discount rates based on budgets, business plans, economic projections, anticipated future cash flows and marketplace data.

Some of the inherent estimates and assumptions used in determining fair value of the reporting units and indefinite life intangible assets are outside the control of management, including interest rates, cost of capital, tax rates, market EBITDA comparables and credit ratings. While we believe we have made reasonable estimates and assumptions to calculate the fair value of the reporting units, it is possible a material change could occur. If our actual results are not consistent with our estimates and assumptions used to calculate fair value, it could result in material impairments of our goodwill or indefinite life intangible assets.

During fiscal 2023, we experienced lower than anticipated operating results and changing market fundamentals, as well as a drop in our market capitalization to below book value and 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. 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. During fiscal 2024, we determined none of our reporting units’ fair values were below their carrying values. Additionally, during the third quarter of fiscal 2025, our Beef reporting unit experienced lower than anticipated supply of market-ready cattle and an increased carrying value primarily associated with higher cattle costs. Also, our forecasts indicated the timing of the recovery of market-ready cattle associated with the anticipated cattle herd rebuilding would be longer than previously estimated. Consequently, we determined the fair value of our Beef reporting unit was more likely than not less than the carrying value and performed a quantitative assessment. Based on this quantitative assessment, we recognized a $343 million goodwill impairment charge to fully impair the remaining goodwill of the Beef reporting unit.

During fiscal 2025, 2024 and 2023, we determined the fair value of each of our indefinite life intangible assets exceeded its carrying value.

We consider reporting units and indefinite life intangible assets that have 20% or less excess fair value over carrying value to have a heightened risk of impairment. One of our International/Other reporting units, which had goodwill of $0.2 billion at September 27, 2025, was considered at heightened risk of impairment as of the date of the most recent estimated fair value determination. All of our other remaining reporting units and all our indefinite life intangible assets’ estimated fair values exceeded their carrying values by more than 20% as of their most recent assessments. Although the remaining reporting units and indefinite life intangible assets had more than 20% excess fair value over carrying value as of the date of the most recent estimated fair value determination, they remain susceptible to impairments if any assumptions, estimates, or market factors significantly change in the future.

Leases

We determine if an agreement is or contains a lease at its inception by evaluating if an identified asset exists that we control for a period of time. When a lease exists, we classify it as a finance or operating lease and record a right-of-use (“ROU”) asset and a corresponding lease liability at lease commencement. We have elected to not record leases with a term of 12 months or less in our Consolidated Balance Sheets, and accordingly, lease expense for these short-term leases is recognized on a straight-line basis over the lease term. Finance lease assets are presented within Net Property, Plant and Equipment, and finance lease liabilities are presented within Current and Long-Term Debt in our Consolidated Balance Sheets. Operating ROU assets are presented within Other Assets, and operating lease liabilities are recorded within Other current liabilities and Other Liabilities in our Consolidated Balance Sheets. Lease assets are subject to review for impairment within the related long-lived asset group.

ROU assets are presented in our Consolidated Balance Sheets based on the present value of the corresponding liabilities and are adjusted for any prepayments, lease incentives received or initial direct costs incurred. The measurement of our ROU assets and liabilities includes all fixed payments and any variable payments based on an index or rate. Variable lease payments which do not depend on an index, or where rates are unknown, are excluded from lease payments in the measurement of the ROU asset and lease liability, and accordingly, are recognized as lease expense in the period the obligation for those payments is incurred. The present value of lease payments is based on our incremental borrowing rate according to the lease term and information available at the lease commencement date, as our lease arrangements generally do not provide an implicit interest rate. The incremental borrowing rate is derived using a hypothetically-collateralized borrowing cost, based on our revolving credit facility, plus a country risk factor, where applicable. We consider our credit rating and the current economic environment in determining the collateralized rate.

Our lease arrangements can include fixed or variable non-lease components, such as common area maintenance, taxes and labor. We account for each lease and any non-lease components associated with that lease as a single lease component for all asset classes, except production and livestock grower asset classes embedded in service and supply agreements, and other asset classes that include significant maintenance or service components. We account for lease and non-lease components of an agreement separately based on relative stand-alone prices either observable or estimated if observable prices are not readily available. For asset classes where an election was made not to separate lease and non-lease components, all costs associated with a lease contract are disclosed as lease costs. The accounting for some of the Company's leases may require significant judgment when determining whether a contract is or contains a lease, the lease term, and the likelihood of exercising renewal or termination options. Our leases can include options to extend or terminate use of the underlying assets. These options are included in the lease term used to determine ROU assets and corresponding liabilities when we are reasonably certain we will exercise the option. Additionally, certain leases can have residual value guarantees, which are included within our operating lease liabilities when considered probable. Our lease agreements do not include significant restrictions or covenants.

Recognition, measurement and presentation of expenses and cash flows arising from a lease will depend on classification as a finance or operating lease. Operating lease expense is recognized on a straight-line basis over the lease term, whereas the amortization of finance lease assets is recognized on a straight-line basis over the shorter of the estimated useful life of the underlying asset or the lease term. Operating lease expense and finance lease amortization are presented in Cost of Sales or Selling, General and Administrative in our Consolidated Statements of Income depending on the nature of the leased item. Interest expense on finance lease obligations is recorded over the lease term and is presented in Interest expense, based on the effective interest method. All operating lease cash payments and interest on finance leases are presented within Cash flows from operating activities and all finance lease principal payments are presented within cash flows from financing activities in our Consolidated Statements of Cash Flows.

Investments

We have investments in joint ventures and other entities. The equity method of accounting is used for entities in which we exercise significant influence but do not have a controlling interest or a variable interest in which we are the primary beneficiary. Under the equity method of accounting, the initial investment is recorded at cost and the investment is subsequently adjusted for its proportionate share of earnings or losses and dividends, including consideration of basis differences resulting from the difference between the initial carrying amount of the investment and the underlying equity in net assets, as applicable. Equity method investments totaled $566 million and $550 million at September 27, 2025 and September 28, 2024, respectively.

Investments not accounted for using the equity method do not have readily determinable fair values and do not qualify for the practical expedient to measure the investment using a net asset value per share. These investments are recorded using the measurement alternative in which our equity interests are recorded at cost, less impairments, adjusted for observable price changes in orderly transactions for an identical or similar investment of the same issuer. At each reporting period, we assess if these investments continue to qualify for this measurement alternative. An impairment is recorded when there is evidence that the expected fair value of the investment has declined to below the recorded cost. Adjustments to the carrying value are recorded in Other, net in the Consolidated Statements of Income. Investments in joint ventures and other entities are reported in the Consolidated Balance Sheets in Other Assets.

We also have investments in marketable debt securities. We have determined all of our marketable debt securities are available-for-sale investments. These investments are reported at fair value based on quoted market prices as of the balance sheet date, with unrealized gains and losses, net of tax, recorded as a component of other comprehensive income.

The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is recorded in interest income. The cost of securities sold is based on the specific identification method. Realized gains and losses on the sale of debt securities and declines in value due to credit-related factors are recorded on a net basis in Other, net in the Consolidated Statements of Income. Interest and dividends on securities classified as available-for-sale are recorded in Interest income in the Consolidated Statements of Income.

Accrued Self-Insurance

We use a combination of insurance and self-insurance mechanisms in an effort to mitigate the potential liabilities for health and welfare, workers’ compensation, auto liability and general liability risks. Liabilities associated with our risks retained are estimated, in part, by considering claims experience, demographic factors, severity factors and other actuarial assumptions.

Other Current Liabilities

Other current liabilities as of September 27, 2025 and September 28, 2024, include (in millions):

20252024
Accrued salaries, wages and benefits$909$912
Taxes payable193210
Accrued current legal contingencies712349
Other1,065840
Total other current liabilities$2,879$2,311

Defined Benefit Plans

We recognize the funded status of defined pension and postretirement plans in the Consolidated Balance Sheets. The funded status is measured as the difference between the fair value of the plan assets and the benefit obligation. We measure our plan assets and liabilities at the end of our fiscal year. For a defined benefit pension plan, the benefit obligation is the projected benefit obligation; for any other defined benefit postretirement plan, such as a retiree health care plan, the benefit obligation is the accumulated postretirement benefit obligation. Any overfunded status is recognized as an asset and any underfunded status is recognized as a liability. Any transitional asset/liability, prior service cost or actuarial gain/loss that has not yet been recognized as a component of net periodic cost is recognized in accumulated other comprehensive income. Accumulated other comprehensive income will be adjusted as these amounts are subsequently recognized as a component of net periodic benefit costs in future periods.

Derivative Financial Instruments

We purchase certain commodities, such as grains and livestock, during normal operations. As part of our commodity risk management activities, we use derivative financial instruments, primarily futures and options, to reduce our exposure to various market risks related to these purchases, as well as to changes in foreign currency exchange and interest rates. Contract terms of a financial instrument qualifying as a hedge instrument closely mirror those of the hedged item, providing a high degree of risk reduction and correlation. Contracts designated and highly effective at meeting risk reduction and correlation criteria are recorded using hedge accounting. If a derivative instrument is accounted for as a hedge, depending on the nature of the hedge, changes in the fair value of the instrument either will be offset against the change in fair value of the hedged assets, liabilities or firm commitments through earnings, or be recognized in Other Comprehensive Income (Loss) until the hedged item is recognized in earnings. Instruments we hold as part of our risk management activities that do not meet the criteria for hedge accounting are marked to fair value with unrealized gains or losses reported currently in earnings. Changes in market value of derivatives used in our risk management activities relating to inputs of forward sales contracts, inventories on hand and anticipated purchases of inventories are recorded in Cost of Sales. Changes in market value of derivatives used in our risk management activities related to interest rates are recorded in Interest expense. Changes in the market value of derivatives used in our risk management activities related to foreign exchange contracts are recorded in Other, net. We generally do not hedge anticipated transactions beyond 18 months.

Litigation Accruals

There are a variety of legal proceedings pending or threatened against us. Accruals are recorded when it is probable a liability has been incurred and the amount of the liability can be reasonably estimated based on current law, progress of each case, opinions and views of legal counsel and other advisers, our experience in similar matters and intended response to the litigation. These amounts, which are not discounted and are exclusive of claims against third parties, are adjusted periodically as assessment efforts progress or additional information becomes available. We expense amounts for administering or litigating claims as incurred. Accruals for legal proceedings are included in Other current liabilities in the Consolidated Balance Sheets.

Supplier Financing Programs

We have supplier financing programs with financial institutions, in which we agree to pay the financial institution the stated amount of confirmed invoices on the invoice due date for participating suppliers. Participation in these programs is optional and solely up to the supplier, who negotiates the terms of the arrangement directly with the financial institution and may allow early payment. Supplier participation in these programs has no bearing on the Company's amounts due. The payment terms that we have with participating suppliers under these programs are generally up to 120 days. We do not have an economic interest in a supplier's participation in the program or a direct financial relationship with the financial institution funding the program. We are responsible for ensuring that participating financial institutions are paid according to the terms negotiated with the supplier. The outstanding payment obligations due to the financial institutions as of the end of a period are included in accounts payable in the Consolidated Balance Sheets. The activity related to these programs is reflected within the operating activities section of the Consolidated Statements of Cash Flows. Changes in the amounts outstanding on our supplier financing programs were (in millions):

September 27, 2025
Confirmed obligations outstanding at the beginning of year$45
Invoices confirmed288
Confirmed invoices paid(281)
Confirmed obligations outstanding at the end of year$52

Revenue Recognition

We recognize revenue mainly through retail, foodservice, international, industrial and other distribution channels. Our revenues primarily result from contracts with customers and are generally short term in nature with the delivery of product as the single performance obligation. We recognize revenue for the sale of the product at the point in time when our performance obligation has been satisfied and control of the product has transferred to our customer, which generally occurs upon shipment or delivery to a customer based on terms of the sale. We elected to account for shipping and handling activities that occur after the customer has obtained control of the product as a fulfillment cost rather than an additional promised service. Our contracts are generally less than one year, and therefore we recognize costs paid to third party brokers to obtain contracts as expenses. Additionally, items that are not material in the context of the contract are recognized as expense. Any taxes collected on behalf of government authorities are excluded from net revenues.

Revenue is measured by the transaction price, which is defined as the amount of consideration we expect to receive in exchange for providing goods to customers. The transaction price is adjusted for estimates of known or expected variable consideration, which includes consumer incentives, trade promotions, and allowances, such as coupons, discounts, rebates, volume-based incentives, cooperative advertising, and other programs. Variable consideration related to these programs is recorded as a reduction to revenue based on amounts we expect to pay. We base these estimates on current performance, historical utilization, and projected redemption rates of each program. We review and update these estimates regularly until the incentives or product returns are realized and the impact of any adjustments are recognized in the period the adjustments are identified. In many cases, key sales terms such as pricing and quantities ordered are established on a regular basis such that most customer arrangements and related incentives have a duration of less than one year. Amounts billed and due from customers are short term in nature and are classified as receivables since payments are unconditional and only the passage of time is required before payments are due. Additionally, we do not grant payment financing terms greater than one year. Freight expense associated with products shipped to customers is recognized in cost of sales.

Advertising Expenses

Advertising expense is charged to operations in the period incurred and is recorded as selling, general and administrative expense. Advertising expense totaled $244 million, $267 million, and $339 million in fiscal 2025, 2024 and 2023, respectively.

Research and Development

Research and development costs are expensed as incurred. Research and development costs totaled $126 million, $106 million, $114 million in fiscal 2025, 2024 and 2023, respectively.

Business Combinations

We account for acquired businesses using the acquisition method of accounting, which requires that once control of a business is obtained, 100% of the assets acquired and liabilities assumed, including amounts attributable to noncontrolling interests, be recorded at the date of acquisition at their respective fair values. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Acquisition-related expenses including transaction and integration costs are expensed as incurred.

We use various models to determine the value of assets acquired such as net realizable value to value inventory, cost method and market approach to value property, relief-from-royalty and multi-period excess earnings to value intangibles, and discounted cash flow to value goodwill. We make estimates and assumptions about projected future cash flows including sales growth, operating margins, attrition rates, and discount rates based on historical results, business plans, expected synergies, perceived risk, and marketplace data considering the perspective of marketplace participants. Determining the useful life of an intangible asset also requires judgment as different types of intangible assets will have different useful lives and certain assets may be considered to have indefinite useful lives.

Government Assistance Programs

We periodically receive government assistance typically in the form of cash grants or refundable tax credits (collectively “Grants”). The Grants generally specify conditions that must be met in order for the Grants to be earned, such as employment, employee retention targets, and construction or acquisition of property and equipment and are often time-bound. If conditions are not satisfied or if the duration period for the arrangement is not met, the Grants may be subject to reduction, repayment, or termination.

During fiscal years 2025, 2024, and 2023, we received amounts related to Grants that were not material to the financial statements; however, this conclusion can change based on additional grants received in the future. To the extent amounts have been received by the Company in advance of completion of the conditions, they have been recognized in other current liabilities or other liabilities in the Consolidated Balance Sheets, as appropriate.

Use of Estimates

The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States, which require us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. During fiscal 2023, we revised estimates and recorded adjustments of approximately $30 million primarily to reduce certain employee compensation accruals recorded as of October 1, 2022.

Recently Issued Accounting Pronouncements

In September 2025, the Financial Accounting Standards Board (the "FASB") issued authoritative guidance to modernize the accounting for internal-use software costs including the elimination of the stage-based capitalization model and updated disclosure requirements. The guidance is effective for annual reporting periods beginning after December 15, 2027, our fiscal 2029, and interim reporting periods within those annual reporting periods. Amendments can be applied using a prospective transition approach, a modified transition approach, or a retrospective transition approach. We are currently evaluating the impact this guidance will have on disclosures in our consolidated financial statements.

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

In December 2023, 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 should be applied on a prospective basis with the option to apply retrospectively. We are currently evaluating the impact this guidance will have on disclosures in our consolidated financial statements.

NOTE 2: CHANGES IN ACCOUNTING PRINCIPLES

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 adopted this guidance and included the required disclosure in the notes to our annual consolidated financial statements for our fiscal year ending September 27, 2025.

In March 2023, the FASB issued authoritative guidance intended to address issues related to arrangements between entities under common control such as terms and conditions an entity should consider for determining whether a lease exists and the classification and accounting for that lease as well as accounting for leasehold improvements associated with leases between entities under common control. The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2023, our fiscal 2025 and can be applied using either the prospective or retrospective approach. The adoption of this guidance 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. We adopted the rollforward requirement in the notes to our annual consolidated financial statements for the fiscal year ended September 27, 2025.

In November 2021, the FASB issued authoritative guidance intended to provide consistent and transparent disclosures around government assistance by requiring disclosures of the type of government assistance, our method of accounting for the government assistance and the effect on our financial statements. This guidance is effective for annual reporting periods beginning after December 15, 2021, our fiscal 2023, and can be applied using either the prospective or retrospective approach. We adopted this guidance for the fiscal year ended September 30, 2023, and it did not have a material impact on our consolidated financial statements as amounts received from government assistance programs were not material.

NOTE 3: ACQUISITIONS AND DISPOSITIONS

Acquisitions

In the third quarter of fiscal 2023, we acquired Williams Sausage Company for $220 million, net of cash acquired, as part of our growth strategy to increase our capacity and product portfolio. Its results, subsequent to the acquisition closing, are included in our Prepared Foods segment and through September 27, 2025 were insignificant to our Consolidated Statements of Income. The purchase price allocation included $15 million of net working capital, including $3 million of cash acquired, $67 million of Property, Plant and Equipment, $107 million of Goodwill, $65 million of Intangible Assets, and $31 million of Deferred Income Taxes. Intangible Assets include brands and trademarks and customer relationships which will be amortized over a life of 20 and 12 years, respectively. $50 million of the goodwill is deductible for U.S. income tax purposes. The acquisition of Williams Sausage Company was accounted for using the acquisition method of accounting.

In the first quarter of fiscal 2023, we completed the acquisition of a 60% equity stake in Supreme Foods Processing Company ("SFPC"), a producer and distributor of value-added and cooked chicken and beef products, and a 15% equity stake in Agricultural Development Company ("ADC"), a fully integrated poultry company, for a total purchase price of $75 million, net of cash acquired. Both SFPC and ADC were subsidiaries of Tanmiah Food Company. The results of SFPC, subsequent to the acquisition closing, are included in International/Other for segment presentation and through September 27, 2025 were insignificant to our Consolidated Statements of Income. We are accounting for the investment in ADC under the equity method.

Acquisition of equity method investments in fiscal 2023, which totaled $115 million, primarily included ADC and the purchase of a minority interest in a global insect-based ingredients company as well as deferred payments related to a prior year investment.

Dispositions

In the fourth quarter of fiscal 2024, we completed the sale of our Vienna, Georgia facility, which was included in our Chicken segment, for $174 million. As a result of the sale, we recorded a pretax gain of $16 million, which was reflected in Cost of Sales in our Consolidated Statement of Income for our fiscal 2024. 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. The Company concluded the sale of the facility was not a significant disposal and did not represent a strategic shift, and therefore, was not classified as a discontinued operation for any of the periods presented.

NOTE 4: PROPERTY, PLANT AND EQUIPMENT

The following table reflects major categories of property, plant and equipment and accumulated depreciation as of September 27, 2025 and September 28, 2024 (in millions):

20252024
Land$209$220
Building and leasehold improvements7,0796,981
Machinery and equipment12,01511,457
Land improvements and other575600
Buildings and equipment under construction509705
20,38719,963
Less accumulated depreciation11,18310,521
Net property, plant and equipment$9,204$9,442

NOTE 5: GOODWILL AND INTANGIBLE ASSETS

The following table reflects goodwill activity for fiscal years 2025 and 2024 (in millions):

BeefPorkChickenPrepared FoodsInternational/OtherConsolidated
Balance at September 30, 2023 (a)$343$423$3,064$5,904$144$9,878
Fiscal 2024 Activity:
Measurement period adjustments———(13)—(13)
Sale of business——(63)——(63)
Currency translation————1717
Balance at September 28, 2024 (a)$343$423$3,001$5,891$161$9,819
Fiscal 2025 Activity:
Sale of business————(4)(4)
Impairment losses(343)————(343)
Currency translation————(3)(3)
Balance at September 27, 2025(a)$—$423$3,001$5,891$154$9,469

(a) Included in goodwill for fiscal 2025 are accumulated impairment losses of $1,236 million in Beef, $210 million in Chicken and $295 million in International/Other. Included in goodwill as of September 28, 2024 and September 30, 2023 are accumulated impairment losses of $893 million in Beef, $210 million in Chicken and $295 million in International/Other.

The following table reflects intangible assets by type as of September 27, 2025 and September 28, 2024 (in millions):

20252024
Amortizable intangible assets:
Brands and trademarks$992$995
Customer relationships2,3852,399
Supply arrangements310310
Patents, intellectual property and other4545
Land use rights99
Total gross amortizable intangible assets$3,741$3,758
Less accumulated amortization2,1951,961
Total net amortizable intangible assets$1,546$1,797
Brands and trademarks not subject to amortization4,0784,078
Total intangible assets$5,624$5,875

Amortization expense of $239 million, $229 million and $229 million was recognized during fiscal 2025, 2024 and 2023, respectively. We estimate amortization expense on intangible assets for the next five fiscal years subsequent to September 27, 2025, will be: 2026 - $207 million; 2027 - $195 million; 2028 - $187 million; 2029 - $174 million; 2030 - $166 million.

NOTE 6: LEASES

We lease certain equipment, buildings and land related to transportation, distribution, storage, production, livestock grower assets and office activities. These lease arrangements can be structured as a standard lease agreement or embedded in a service or supply agreement. For further description of our lease accounting policy, refer to Note 1: Business and Summary of Significant Accounting Policies. Operating lease ROU assets and liabilities presented in our Consolidated Balance Sheets were as follows as of September 27, 2025 and September 28, 2024 (in millions):

20252024
Other Assets$887$710
Other current liabilities201173
Other Liabilities664521

Finance lease ROU assets and liabilities presented in our Consolidated Balance Sheets were as follows as of September 27, 2025 and September 28, 2024 (in millions):

20252024
Net Property, Plant and Equipment$161$122
Current Debt5536
Long-term debt11390

The components of lease costs for fiscal years 2025, 2024 and 2023 were as follows (in millions):

202520242023
Operating lease cost (a)$232$178$181
Finance lease cost:
Amortization of right-of-use assets503628
Interest on lease liabilities742
Variable lease cost (b)545527531
Short-term lease cost294039
Total$863$785$781

(a) Sublease income is immaterial and not deducted from operating lease cost.

(b) Variable lease costs are determined based on volume of output received, flocks placed or other performance metrics.

Supplemental balance sheet information related to lease liabilities is as follows:

Operating LeasesFinance Leases
2025202420252024
Weighted-average remaining lease term (in years)7 years6 years4 years5 years
Weighted-average discount rate5%4%5%5%

Supplemental cash flow information related to lease liabilities is as follows (in millions):

202520242023
Cash paid for amounts included in the measurement of lease liabilities
Operating cash outflows from operating leases$231$200$191
Operating cash outflows from finance leases642
Financing cash outflows from finance leases775138
ROU assets obtained in exchange for lease liabilities
Operating leases402360288
Finance leases1178243

At September 27, 2025, future maturities of operating and finance leases were as follows (in millions):

Operating Lease CommitmentsFinance Lease Commitments
2026$232$62
202718048
202814134
202911516
2030927
2031 and beyond26820
Total undiscounted lease payments$1,028$187
Less: Imputed interest16319
Present value of total lease liabilities$865$168

At September 27, 2025, our leases that had not yet commenced were not significant.

NOTE 7: RESTRUCTURING AND RELATED CHARGES

Network Optimization Plan

During fiscal 2025, the Company initiated a network optimization plan to optimize our global operations and logistics network. We are reporting on actions approved through the end of fiscal 2025 as we are currently unable to make an estimate of the cost of the entire network optimization plan. We anticipate recognizing total pretax charges of $86 million related to the actions approved through September 27, 2025, which include $99 million of charges that have resulted or will result in cash outflows and $94 million of non-cash charges, partially offset by $107 million gain recognized from the sale of storage facilities. Additionally, we have received $252 million in proceeds associated with the sale of storage facilities during fiscal 2025. We expect to incur costs related to the network optimization plan over a multi-year period and anticipate additional charges in the future as further actions are approved.

In fiscal 2025, we recognized net charges of $45 million related to the network optimization plan, which included a gain of $107 million from the sale of storage facilities. The charges primarily included the closure of two facilities in the Prepared Foods segment, a non-harvesting facility closure in the Beef segment, and asset write-offs in the Chicken and Prepared Foods segments and International/Other, as well as severance and related costs and contract and lease termination costs. Additionally, in fiscal 2025, we executed various long-term cold storage service agreements and sold multiple Tyson-owned and operated storage facilities which primarily support our Chicken and Prepared Foods segments. As part of the sale agreements, we leased back the storage facilities for various periods ranging from approximately one to three years, and entered into long-term cold storage service agreements associated with several fully automated cold storage facilities. We expect this will reduce network complexity, streamline inventory flow, simplify processes and reduce operating expenses.

The following table reflects pretax (income) expense related to the network optimization plan during fiscal 2025 (in millions):

BeefPorkChickenPrepared FoodsInternational/OtherTotal
Cost of Sales:
Severance and related costs$6$—$8$2$2$18
Accelerated depreciation38—1——39
Asset write-offs3—33341282
Contract and lease terminations1—37—11
Gain on sale of storage facilities——(38)(69)—(107)
Total Cost of Sales$48$—$7$(26)$14$43
Selling, General and Administrative:
Severance and related costs——2——2
Total Selling, General and Administrative$—$—$2$—$—$2
Total$48$—$9$(26)$14$45

As of September 27, 2025, there was $34 million of network optimization plan liability, net of $19 million of payments during fiscal 2025 in addition to a receivable of $43 million for the deferred purchase price from the sale of storage facilities, which is expected to be received in fiscal 2026.

2022 Program

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 its corporate team members from its former Chicago, Downers Grove and Dakota Dunes area corporate locations to its world headquarters in Springdale, Arkansas. The 2022 Program and associated expenses were completed in our fiscal 2024, and accordingly, disclosures for certain years have been omitted as they have been deemed to be immaterial.

The following table reflects the pretax impact of the 2022 Program's restructuring and related charges during fiscal 2024 and 2023, respectively, by reportable segment (in millions):

BeefPorkChickenPrepared FoodsInternational/OtherTotal
Severance costs$1$—$2$1$—$4
Relocation and related costs31—4—8
Accelerated depreciation——————
Contract and lease terminations———19—19
Professional and other fees——————
2024 Total$4$1$2$24$—$31
BeefPorkChickenPrepared FoodsInternational/OtherTotal
Severance costs$8$2$14$16$15$55
Relocation and related costs186216—42
Accelerated depreciation52—12—19
Contract and lease terminations———2—2
Professional and other fees21—3—6
2023 Total$33$11$16$49$15$124

Included in the above results are cash charges of $21 million and $108 million in fiscal 2024 and 2023, respectively. Included in the above results are non-cash charges of $10 million and $16 million in fiscal 2024 and 2023, respectively.

The following table reflects the pretax impact of the 2022 Program's restructuring and related charges as reflected in our Consolidated Statements of Income (in millions):

20242023
Cost of Sales$—$29
Selling, General and Administrative3195
Total$31$124

Plant Closures and Disposals

During fiscal 2023, to optimize asset utilization, the Company approved the closure of six Chicken segment processing facilities and during fiscal 2024, approved the closure of two case ready value-added plants in our Beef segment and a processing facility in our Pork segment. We ceased operations and shifted production to other facilities throughout fiscal 2023 and fiscal 2024.

During fiscal 2024 and 2023, as a result of the plant closures and disposals, we recorded charges of $198 million and $322 million, respectively, primarily related to grower contract terminations, accelerated depreciation, severance, retention and related costs, and recorded a gain of $16 million during fiscal 2024 related to the sale of a Chicken segment facility. During fiscal 2025, we recorded $23 million of additional charges related to contract termination costs, partially offset by $6 million of proceeds received related to a China plant relocation, which will collectively result in cash flows. Additionally, during fiscal 2023, we recorded an impairment charge of $17 million related to the discontinuation of a product line in the Prepared Foods segment. These charges, net of gains, are reflected in the Consolidated Statements of Income in Cost of Sales. Included in the results for fiscal 2024 are $24 million of charges that have resulted or will result in cash outflows and $174 million in non-cash charges. Included in the results for fiscal 2023 are $201 million of charges that have resulted or will result in cash outflows and $138 million of non-cash charges.

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

Balance at September 28, 2024Plant Closure ChargesPaymentsBalance at September 27, 2025
Contract termination$98$23$(49)$72
Severance and retention5—(5)—
Total$103$23$(54)$72

During fiscal 2024, we experienced a fire at a production facility in the Netherlands which is included in International/Other for segment presentation, and subsequently approved the sale of the facility. For fiscal 2024, charges totaled $86 million primarily related to property, plant and equipment impairments, severance costs, inventory write-offs and clean-up costs, partially offset by insurance proceeds. The net charges are reflected in the Consolidated Statements of Income in Cost of Sales and, for fiscal 2024, included $31 million of charges that have resulted or will result in cash outflows and $64 million of non-cash charges, offset by $9 million of insurance proceeds. In fiscal 2025, we recognized additional net insurance proceeds of $18 million.

We continue to strategically evaluate optimization of such items as network capacity, manufacturing efficiencies and business technology. If we have a significant change in strategies, outlook, or a manner in which we plan to use these assets, we may experience future charges.

NOTE 8: DEBT

The following table reflects major components of debt as of September 27, 2025 and September 28, 2024 (in millions):

20252024
Revolving credit facility$—$—
Commercial paper——
Senior notes:
4.00% Notes due March 2026 (“2026 Notes”)800800
3.55% Notes due June 20271,3501,350
7.00% Notes due January 20281818
4.35% Notes due March 2029 (“2029 Notes”)1,0001,000
5.40% Notes due March 2029 ("5.40% 2029 Notes")600600
6.13% Notes due November 2032157157
5.70% Notes due March 2034 ("5.70% 2034 Notes")900900
4.88% Notes due August 2034500500
5.15% Notes due August 2044497500
4.55% Notes due June 2047733750
5.10% Notes due September 2048 (“2048 Notes”)1,4901,500
Discount on senior notes(34)(36)
Term loans:
Term loan facility due May 2026—750
Term loan facility due May 2028 (5.99% at September 27, 2025)440750
Finance leases168126
Other251168
Unamortized debt issuance costs(40)(46)
Total debt8,8309,787
Less current debt90974
Total long-term debt$7,921$9,713

Annual maturities of debt for the five fiscal years subsequent to September 27, 2025 are: 2026 - $909 million; 2027 - $1,400 million; 2028 - $499 million; 2029 - $1,626 million; 2030 - $22 million.

Revolving Credit Facility and Letters of Credit

In April 2025, we terminated our previously existing revolving credit facility and entered into a new $2.5 billion revolving credit facility that supports short-term funding needs and serves as a backstop to our commercial paper program. The new revolving credit facility will mature, and the commitments thereunder will terminate, in April 2030 with options for two one-year extensions. Under the terms of the revolving credit facility, we have the option to establish incremental commitment increases of up to an aggregate amount of $500 million if certain conditions are met. The covenants and other terms of the new facility are generally consistent with those of the terminated facility.

At September 27, 2025, amounts available for borrowing under this facility totaled $2.5 billion and we had no outstanding borrowings and no outstanding letters of credit issued under this facility. At September 27, 2025, we had $83 million of bilateral letters of credit issued separately from the revolving credit facility, none of which were drawn upon. Our letters of credit are issued primarily in support of workers’ compensation insurance programs and other legal obligations. In the future, if any of our subsidiaries shall guarantee any of our material indebtedness, such subsidiary shall be required to guarantee the indebtedness, obligations and liabilities under this facility.

Commercial Paper Program

We have a commercial paper program under which we may issue unsecured short-term promissory notes up to an aggregate maximum principal amount of $1.75 billion. As of September 27, 2025, we had no commercial paper outstanding. Our ability to access commercial paper in the future may be limited or its costs increased.

In April 2025, we increased the aggregate maximum principal amount to $1.75 billion in conjunction with the execution of the new revolving credit facility.

5.40% 2029 Notes/5.70% 2034 Notes

In March 2024, we issued senior unsecured notes with an aggregate principal amount of $1.5 billion, consisting of $600 million due March 2029 ("5.40% 2029 Notes") and $900 million due March 2034 ("5.70% 2034 Notes"). A portion of the net proceeds from the issuances were used to repay $250 million of the amount outstanding under our term loan facility due May 2026, and we used the remainder of the proceeds to retire the August 2024 notes. Interest payments on the 5.40% 2029 Notes and 5.70% 2034 Notes are due semi-annually on March 15 and September 15, beginning September 15, 2024. After the original issue discounts of $3 million, we received net proceeds of $1,497 million and incurred debt issuance costs of $14 million related to the issuances.

Term Loan Facilities

The term loan facilities may be prepaid under certain conditions and contain covenants that are similar to those contained in the revolving credit facility. In fiscal 2024, we borrowed the full $750 million available under a term loan facility that matures in May 2028 and used it to repay $592 million of outstanding commercial paper obligations, and during fiscal 2025, we repaid $310 million of this term loan using cash on hand. Additionally, during fiscal 2025, we fully repaid the $750 million term loan due May 2026 using cash on hand.

Senior Note Repayments

During fiscal 2025, we repurchased $30 million of senior notes on the open market.

Debt Covenants

Our revolving credit and term loan facilities contain affirmative and negative covenants that, among other things, may limit or restrict our ability to: create liens and encumbrances; incur debt; merge, dissolve, liquidate or consolidate; make acquisitions and investments; dispose of or transfer assets; change the nature of our business; engage in certain transactions with affiliates; and enter into hedging transactions, in each case, subject to certain qualifications and exceptions. In addition, we are required to maintain a minimum interest expense coverage ratio.

Our senior notes also contain affirmative and negative covenants that, among other things, may limit or restrict our ability to: create liens; engage in certain sale/leaseback transactions; and engage in certain consolidations, mergers and sales of assets.

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

NOTE 9: EQUITY

Capital Stock

We have two classes of capital stock, Class A Common stock, $0.10 par value (“Class A stock”) and Class B Common Stock, $0.10 par value (“Class B stock”). Holders of Class B stock may convert such stock into Class A stock on a share-for-share basis. Holders of Class B stock are entitled to 10 votes per share, while holders of Class A stock are entitled to one vote per share on matters submitted to shareholders for approval. As of September 27, 2025, TLP owned 99.987% of the outstanding shares of Class B stock and the TLP and members of the Tyson family owned, in the aggregate, 2.56% of the outstanding shares of Class A stock, giving them, collectively, control of approximately 71.94% of the total voting power of the outstanding voting stock.

The Class B stock is considered a participating security requiring the use of the two-class method for the computation of basic earnings per share. The two-class computation method for each period reflects the cash dividends paid for each class of stock, plus the amount of allocated undistributed earnings (losses) computed using the participation percentage, which reflects the dividend rights of each class of stock. Basic earnings per share were computed using the two-class method for all periods presented. The shares of Class B stock are considered to be participating convertible securities since the shares of Class B stock are convertible on a share-for-share basis into shares of Class A stock. Diluted earnings per share, if dilutive, were computed assuming the conversion of the Class B shares into Class A shares as of the beginning of each period.

Dividends

Cash dividends cannot be paid to holders of Class B stock unless they are simultaneously paid to holders of Class A stock. The per share amount of the cash dividend paid to holders of Class B stock cannot exceed 90% of the cash dividend simultaneously paid to holders of Class A stock. We pay quarterly cash dividends to Class A and Class B shareholders. We paid Class A dividends per share of $2.00, $1.96, and $1.92 in fiscal 2025, 2024, and 2023, respectively. We paid Class B dividends per share of $1.80, $1.76, and $1.73 in fiscal 2025, 2024, and 2023, respectively. Effective November 7, 2025, the Board of Directors increased the quarterly dividend previously declared on August 7, 2025, to $0.51 per share on our Class A stock and $0.459 per share on our Class B stock. The increased quarterly dividend is payable on December 15, 2025, to shareholders of record at the close of business on December 1, 2025. We had dividends payable of $174 million and $171 million at September 27, 2025 and September 28, 2024, respectively.

Share Repurchases

On August 7, 2025, our Board of Directors approved an increase of 43 million shares authorized under our share repurchase program. As of September 27, 2025, 47.2 million shares remained available for repurchase. The program has no fixed or scheduled termination date, and the timing and extent to which we repurchase shares will depend upon, among other things, our working capital needs, markets, industry conditions, liquidity targets, limitations under our debt obligations and regulatory requirements. In addition to the share repurchase program, we purchase shares on the open market to fund certain obligations under our equity compensation plans.

A summary of cumulative share repurchases of our Class A stock for fiscal years 2025, 2024 and 2023 is as follows (in millions):

September 27, 2025September 28, 2024September 30, 2023
SharesDollarsSharesDollarsSharesDollars
Shares repurchased:
Under share repurchase program3.1$174—$—4.7$300
To fund certain obligations under equity compensation plans0.4220.9490.954
Total share repurchases3.5$1960.9$495.6$354

NOTE 10: INCOME TAXES

Detail of the provision for income taxes from continuing operations consisted of the following for fiscal years 2025, 2024 and 2023 (in millions):

202520242023
Federal$124$188$(39)
State5434(38)
Foreign844848
$262$270$(29)
Current$338$315$154
Deferred(76)(45)(183)
$262$270$(29)

The reasons for the difference between the statutory federal income tax rate and our effective income tax rate from continuing operations are as follows for fiscal years 2025, 2024 and 2023:

202520242023
Federal income tax rate21.0%21.0%21.0%
State income taxes4.73.4(0.7)
Unrecognized tax benefits, net1.20.71.8
Deferred income tax remeasurement—(0.9)3.8
General business credits(2.1)(1.9)3.4
Company-owned life insurance(1.3)(1.7)1.3
Officer compensation expense1.91.1(0.6)
Foreign rate differences and valuation allowances(1.8)0.3(1.2)
Goodwill9.41.2(24.2)
Other1.11.6(0.3)
34.1%24.8%4.3%

During fiscal 2025, state tax expense, net of federal impact, was $36 million. Additionally, the effective tax rate was higher than the statutory rate due to the impact of a $343 million non-deductible goodwill impairment. Changes in foreign valuation allowances include $9 million benefit due to legislation enacted in fiscal 2025.

During fiscal 2024, state tax expense, net of federal impact, was $28 million, which included $14 million benefit from operating loss carryforwards and $9 million benefit related to the remeasurement of deferred income taxes, primarily due to legislation decreasing state tax rates enacted in fiscal 2024. Additionally, the effective tax rate is higher than the statutory rate due to the impact of $63 million of non-deductible goodwill associated with the sale of our Vienna, Georgia facility.

During fiscal 2023, state tax benefit, net of federal impact, was $21 million, which included $26 million benefit related to the remeasurement of deferred income taxes, primarily due to legislation decreasing state tax rates enacted in fiscal 2023. Non-deductible goodwill impairments unfavorably impacted the effective tax rate by 24.2%. The tax benefit from income tax credits was $23 million.

Approximately $278 million, $864 million and ($643) million of income (loss) from continuing operations before income taxes for fiscal 2025, 2024 and 2023, respectively, were from our operations based in the United States.

We recognize deferred income taxes for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The tax effects of major items recorded as deferred tax assets and liabilities as of September 27, 2025 and September 28, 2024, are as follows (in millions):

20252024
AssetsLiabilitiesAssetsLiabilities
Property, plant and equipment$—$1,112$—$1,128
Intangible assets—1,433—1,460
ROU assets—257—206
Accrued expenses504—412—
Lease liabilities251—191—
Net operating loss and credit carryforwards159—198—
Other210327260332
$1,124$3,129$1,061$3,126
Valuation allowance$(173)$(193)
Net deferred tax liability$2,178$2,258

At September 27, 2025, our gross state net operating loss carryforwards approximated $1,305 million, of which $1,079 million expire in fiscal years 2026 through 2045, and the remainder has no expiration. Gross foreign net operating loss carryforwards approximated $297 million, of which $63 million expire in fiscal years 2026 through 2042, and the remainder has no expiration. We also have tax credit carryforwards of approximately $37 million which expire in fiscal years 2026 through 2050. We maintain a valuation allowance against the majority of our net operating losses and tax credit carryforwards.

We have accumulated undistributed earnings of foreign subsidiaries aggregating approximately $689 million at September 27, 2025. Our undistributed earnings are generally expected to be indefinitely reinvested outside of the United States, except for excess cash (net of an insignificant amount of applicable withholding taxes) not subject to regulatory requirements. Dividends after December 31, 2017 from foreign subsidiaries are generally not subject to U.S. federal income taxes. Accordingly, no deferred income taxes have been provided on our indefinitely reinvested earnings. Due to the uncertainty of the manner in which the outside basis difference associated with these earnings would reverse, it is not currently practicable to estimate the tax liability that might be payable on the repatriation of these foreign earnings; however, we do not expect any tax due to be material.

The following table summarizes the activity related to our gross unrecognized tax benefits as of September 27, 2025, September 28, 2024 and September 30, 2023 (in millions):

202520242023
Balance as of the beginning of the year$151$131$152
Increases related to current year tax positions19227
Increases related to prior year tax positions9121
Reductions related to prior year tax positions(4)(2)(12)
Reductions related to settlements(1)——
Reductions related to expirations of statutes of limitations(6)(12)(17)
Balance as of the end of the year$168$151$131

The amount of unrecognized tax benefits, if recognized, that would impact our effective tax rate was $110 million at September 27, 2025 and $104 million at September 28, 2024. We classify interest and penalties on unrecognized tax benefits as income tax expense. At September 27, 2025, and September 28, 2024, before tax benefits, we had $73 million and $59 million, respectively, of accrued interest and penalties on unrecognized tax benefits.

In December 2021, we received an assessment from the Mexican tax authorities related to the 2015 sale of our direct and indirect equity interests in subsidiaries which collectively held our Mexico operation. At September 27, 2025, the assessment totaled approximately $499 million (9.2 billion Mexican pesos), which included tax, inflation adjustment, interest and penalties. Based on analysis of our assessment in accordance with guidance related to unrecognized tax benefits, we have not recorded a liability related to our assessment. Additionally, the purchaser in the transaction also received an assessment from the Mexican tax authorities related to the sale of the indirect equity interest, which was affirmed in January 2025 by a circuit court in Mexico, but remains subject to potential further judicial review under a petition filed by the purchaser. The transaction agreement contains certain mutual indemnification provisions, and both parties have provided notice of indemnification claims to the other party. We believe any final assessment levied against and collected from the purchaser should prohibit potential assessment against us related to the sale of the same indirect equity interest because the Mexican tax authorities cannot collect twice for the same alleged underlying tax liability. We do not reasonably expect that the total amount sought in indemnification could exceed our assessment total at this time. In fiscal 2025, we recorded a pretax liability of $40 million for the estimated probable loss related to the indemnification provisions with the purchaser.

As of September 27, 2025, certain United States federal income tax returns are subject to examination for fiscal years 2021 through 2024. We are currently under examination for fiscal years 2021 and 2022 and are responding to requests from the Internal Revenue Service but have not received any proposed adjustments. We are also subject to income tax examinations by major state and foreign jurisdictions for fiscal years 2014 through 2024 and 2020 through 2024, respectively. We do not expect material changes to our unrecognized tax benefits during the next twelve months.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted into law. The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing and the business interest expense limitation. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The legislation did not have a material impact on our fiscal 2025 effective tax rate or consolidated financial statements and is not expected to have a material impact in fiscal 2026 but is expected to result in lower cash tax payments in fiscal 2026. We continue to review the OBBBA tax provisions to assess impacts to our consolidated financial statements.

NOTE 11: EARNINGS (LOSS) PER SHARE

The earnings and weighted average common shares used in the computation of basic and diluted earnings per share are as follows for fiscal years ended 2025, 2024 and 2023 (in millions, except per share data):

202520242023
Numerator:
Net Income (Loss)$507$822$(649)
Less: Net Income (Loss) Attributable to Noncontrolling Interests3322(1)
Net Income (Loss) Attributable to Tyson474800(648)
Less dividends declared:
Class A574563554
Class B126124122
Undistributed earnings (losses)$(226)$113$(1,324)
Class A undistributed earnings (losses)$(185)$92$(1,084)
Class B undistributed earnings (losses)(41)21(240)
Total undistributed earnings (losses)$(226)$113$(1,324)
Denominator:
Denominator for basic earnings (loss) per share:
Class A weighted average shares285284284
Class B weighted average shares707070
Denominator for diluted earnings (loss) per share:
Class A weighted average shares285284284
Class B weighted average shares under if-converted method for diluted earnings (loss) per share(a)7070—
Effect of dilutive securities: Stock options, restricted stock and performance units22—
Denominator for diluted earnings (loss) per share – weighted average shares and assumed conversions(a)357356284
Net Income (Loss) Per Share Attributable to Tyson:
Class A Basic$1.37$2.31$(1.87)
Class B Basic$1.22$2.06$(1.68)
Diluted(a)$1.33$2.25$(1.87)
Dividends Declared Per Share:
Class A$2.010$1.970$1.940
Class B$1.809$1.773$1.746

(a) For fiscal 2023, as the Company was in a net loss position, the impact of the Class B shares under the if-converted method was antidilutive and therefore we have not assumed conversion. As a result, the Class B weighted average shares, dividends declared and undistributed losses were excluded for the purposes of calculating Net Income (Loss) Per Share Attributable to Tyson on a diluted basis.

Approximately 6 million, 7 million, and 9 million of our stock-based compensation shares were antidilutive for fiscal 2025, 2024 and 2023. These shares were not included in the diluted earnings per share calculation.

We have two classes of capital stock, Class A stock and Class B stock. Cash dividends cannot be paid to holders of Class B stock unless they are simultaneously paid to holders of Class A stock. The per share amount of cash dividends paid to holders of Class B stock cannot exceed 90% of the cash dividends paid to holders of Class A stock.

We allocate undistributed earnings (losses) based upon a 1 to 0.9 ratio per share to Class A stock and Class B stock, respectively. We allocate undistributed earnings (losses) based on this ratio due to historical dividend patterns, voting control of Class B shareholders and contractual limitations of dividends to Class B stock.

NOTE 12: DERIVATIVE FINANCIAL INSTRUMENTS

Our business operations give rise to certain market risk exposures mostly due to changes in commodity prices, foreign currency exchange rates and interest rates. We manage a portion of these risks through the use of derivative financial instruments to reduce our exposure to commodity price risk, foreign currency risk and interest rate risk. Our risk management programs are periodically reviewed by our Board of Directors’ Audit Committee. These programs and risks are monitored by senior management and may be revised as market conditions dictate. Our current risk management programs utilize various industry-standard models that take into account the implicit cost of hedging. Credit risks associated with our derivative contracts are not significant as we minimize counterparty exposure by dealing with credit-worthy counterparties and utilizing exchange traded instruments, margin accounts or letters of credit. Additionally, our derivative contracts are mostly short-term in duration and we generally do not make use of credit-risk-related contingent features. No significant concentrations of credit risk existed at September 27, 2025.

We had the following aggregated outstanding notional amounts related to our derivative financial instruments (in millions, except soybean meal tons):

MetricSeptember 27, 2025September 28, 2024
Commodity:
CornBushels9329
Soybean MealTons1,221,711623,400
Live CattlePounds30136
Lean HogsPounds828351
Foreign CurrencyUnited States dollar$208$245

We recognize all derivative instruments as either assets or liabilities at fair value in the Consolidated Balance Sheets, with the exception of normal purchases and normal sales expected to result in physical delivery. For those derivative instruments that are designated and qualify as hedging instruments, we designate the hedging instrument based upon the exposure being hedged (i.e., cash flow hedge or fair value hedge). We designate certain forward contracts as follows:

  • Cash Flow Hedges – include certain commodity forward and option contracts of forecasted purchases (i.e., grains), interest rate swaps and locks, and certain foreign exchange forward contracts.

  • Fair Value Hedges – include certain commodity forward contracts of firm commitments (i.e., livestock).

Cash Flow Hedges

Derivative instruments are designated as hedges against changes in the amount of future cash flows related to procurement of certain commodities utilized in our production processes as well as interest rates to our variable rate debt. For the derivative instruments we designate and qualify as a cash flow hedge, the gain or loss on the derivative is reported as a component of other comprehensive income (“OCI”) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Based on market prices as of September 27, 2025, we have net pretax losses of $20 million for our commodity contracts, which are expected to be reclassified into earnings within the next twelve months. Additionally, we have $9 million of realized losses related to treasury rate locks in connection with the issuance of the 2026, 2029 and 2048 Notes, which will be reclassified to earnings over the lives of these notes. During fiscal 2025, 2024 and 2023, we did not reclassify significant pretax gains or losses into earnings as a result of the discontinuance of cash flow hedges. The following table sets forth the pretax impact of cash flow hedge derivative instruments recognized in Other Comprehensive Income (in millions):

Gain (Loss) Recognized in OCI on Derivatives202520242023
Cash flow hedge - derivatives designated as hedging instruments:
Commodity contracts$(44)$(8)$—

Fair Value Hedges

We designate certain derivative contracts as fair value hedges of firm commitments to purchase livestock for harvest. Our objective of these hedges is to minimize the risk of changes in fair value created by fluctuations in commodity prices associated with fixed price livestock firm commitments. For these derivative instruments we designate and qualify as a fair value hedge, the gain or loss on the derivative, as well as the offsetting gain or loss on the hedged item attributable to the hedged risk, are recognized in earnings in the same period. We include the gain or loss on the hedged items (i.e., livestock purchase firm commitments) in the same line item, Cost of Sales, as the offsetting gain or loss on the related livestock forward position. Ineffectiveness related to our fair value hedges was not significant during fiscal 2025, 2024 and 2023. The carrying amount of fair value hedge (assets) liabilities as of fiscal 2025, 2024 and 2023 were as follows (in millions):

Consolidated Balance Sheets Classification202520242023
Inventories$65$(3)$16

Undesignated Positions

In addition to our designated positions, we also hold derivative contracts for which we do not apply hedge accounting. These include certain derivative instruments related to commodities price risk, including grains, livestock, energy and foreign currency risk. We mark these positions to fair value through earnings at each reporting date.

Reclassification to Earnings

The following table sets forth the total amounts of each income and expense line item presented in the Consolidated Statements of Income in which the effects of hedges are recorded for fiscal years ended 2025, 2024 and 2023 (in millions):

Consolidated Statements of Income Classification202520242023
Cost of Sales$50,879$49,682$50,250
Interest Expense449481355
Other, net(47)(75)(42)

The following table sets forth the pretax impact of the cash flow, fair value and undesignated derivative instruments in the Consolidated Statements of Income for fiscal years ended 2025, 2024 and 2023 (in millions):

Consolidated Statements of Income Classification202520242023
Cost of SalesGain (Loss) on cash flow hedges reclassified from OCI to Earnings:
Commodity contracts$(33)$(1)$—
Gain (Loss) on fair value hedges:
Commodity contracts (a)(87)12(19)
Gain (Loss) on derivatives not designated as hedging instruments:
Commodity contracts53(66)(98)
Total$(67)$(55)$(117)
Interest ExpenseGain (Loss) on cash flow hedges reclassified from OCI to Earnings:
Interest rate contracts$(2)$(1)$(2)
Other, netGain (Loss) on derivatives not designated as hedging instruments:
Foreign exchange contracts$7$2$3

(a) Amounts represent gains/(losses) on commodity contracts designated as fair value hedges of firm commitments that were realized during the period presented, which were offset by a corresponding gain/(loss) on the underlying hedged inventory. Gains or losses related to changes in the fair value of unrealized commodity contracts, along with the offsetting gain or loss on the hedged inventory, are also marked-to-market through earnings with no impact on a net basis.

The fair value of all outstanding derivative instruments in the Consolidated Balance Sheets are included in Note 13: Fair Value Measurements.

NOTE 13: FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy contains three levels as follows:

Level 1 — Unadjusted quoted prices available in active markets for the identical assets or liabilities at the measurement date.

Level 2 — Other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly, including:

  • Quoted prices for similar assets or liabilities in active markets;

  • Quoted prices for identical or similar assets in non-active markets;

  • Inputs other than quoted prices that are observable for the asset or liability; and

  • Inputs derived principally from or corroborated by other observable market data.

Level 3 — Unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The fair value hierarchy requires the use of observable market data when available. In instances where the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input significant to the fair value measurement in its entirety. Our assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability.

The following tables set forth, by level within the fair value hierarchy, our financial assets and liabilities accounted for at fair value on a recurring basis, according to the valuation techniques we used to determine their fair values as of September 27, 2025 and September 28, 2024 (in millions):

September 27, 2025Level 1Level 2Level 3Netting (a)Total
Other Current Assets:
Derivative financial instruments:
Designated as hedges$—$6$—$(1)$5
Undesignated—113—(20)93
Available for sale securities (current)—————
Other Assets:
Available for sale securities (non-current)—9027—117
Deferred compensation assets21501——522
Total Assets$21$710$27$(21)$737
Other Current Liabilities:
Derivative financial instruments:
Designated as hedges$—$82$—$(82)$—
Undesignated—135—(126)9
Total Liabilities$—$217$—$(208)$9
September 28, 2024Level 1Level 2Level 3Netting (a)Total
Other Current Assets:
Derivative financial instruments:
Designated as hedges$—$15$—$(2)$13
Undesignated—79—281
Available for sale securities (current)—10——10
Other Assets:
Available for sale securities (non-current)—7528—103
Deferred Compensation assets22461——483
Total Assets$22$640$28$—$690
Other Current Liabilities:
Derivative financial instruments:
Designated as hedges$—$19$—$(19)$—
Undesignated—71—(35)36
Total liabilities$—$90$—$(54)$36

(a) Our derivative assets and liabilities are presented in our Consolidated Balance Sheets on a net basis when a legally enforceable master netting arrangement exists between the counterparty to a derivative contract and us. Additionally, at September 27, 2025, and September 28, 2024, we had $187 million and $54 million, respectively, of net cash collateral posted with various counterparties where master netting arrangements exist and held no cash collateral.

The following table provides a reconciliation between the beginning and ending balance of marketable debt securities measured at fair value on a recurring basis in the table above that used significant unobservable inputs (Level 3) as of September 27, 2025 and September 28, 2024 (in millions):

September 27, 2025September 28, 2024
Balance at beginning of year$28$30
Total realized and unrealized gains (losses):
Included in other comprehensive income (loss)—1
Purchases95
Settlements(10)(8)
Balance at end of year$27$28

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

Derivative Assets and Liabilities

Our derivative financial instruments primarily include exchange-traded and over-the-counter contracts which are further described in Note 12: Derivative Financial Instruments. We record our derivative financial instruments at fair value using quoted market prices, adjusted where necessary for credit and non-performance risk and internal models that use readily observable market inputs as their basis, including current and forward market prices and rates. We classify these instruments in Level 2 when quoted market prices can be corroborated utilizing observable current and forward commodity market prices on active exchanges or observable market transactions.

Available for Sale Securities

Our investments in marketable debt securities are classified as available-for-sale and are reported at fair value based on pricing models and quoted market prices adjusted for credit and non-performance risk. Short-term investments with maturities of less than 12 months are included in Other current assets in the Consolidated Balance Sheets and primarily include certificates of deposit and commercial paper. All other marketable debt securities are included in Other Assets in the Consolidated Balance Sheets and have maturities ranging up to 44 years.

We classify our investments in U.S. government, U.S. agency, certificates of deposit and commercial paper debt securities as Level 2 as fair value is generally estimated using discounted cash flow models that are primarily industry-standard models that consider various assumptions, including time value and yield curve as well as other readily available relevant economic measures. We classify certain corporate, asset-backed and other debt securities as Level 3 as there is limited activity or less observable inputs into valuation models, including current interest rates and estimated prepayment, default and recovery rates on the underlying portfolio or structured investment vehicle. Significant changes to assumptions or unobservable inputs in the valuation of our Level 3 instruments would not have a significant impact to our consolidated financial statements.

The following table sets forth our available-for-sale securities’ amortized cost basis, fair value and unrealized gain (loss) by significant investment category as of September 27, 2025 and September 28, 2024 (in millions):

September 27, 2025September 28, 2024
Amortized Cost BasisFair ValueUnrealized Gain/(Loss)Amortized Cost BasisFair ValueUnrealized Gain/(Loss)
Available for Sale Securities:
Debt Securities:
United States Treasury and Agency$91$90$(1)$86$85$(1)
Corporate and Asset-Backed2727—2828—

Unrealized holding gains (losses), net of tax, are excluded from earnings and reported in OCI until the security is settled or sold. On a quarterly basis, we evaluate whether losses related to our available-for-sale securities are due to credit or non-credit factors. Losses on debt securities where we have the intent, or will more than likely be required, to sell the security prior to recovery, would be recorded as a direct write-off of amortized cost basis through earnings. Losses on debt securities where we do not have the intent, or would not more than likely be required to sell the security prior to recovery, would be further evaluated to determine whether the loss is credit or non-credit related. Credit-related losses would be recorded through an allowance for credit losses through earnings and non-credit related losses through OCI.

We consider many factors in determining whether a loss is credit-related, including the financial condition and near-term prospects of the issuer, borrower repayment characteristics for asset-backed securities, and our ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery. We recognized no direct write-offs or allowances for credit losses in earnings in fiscal 2025, 2024 or 2023.

Deferred Compensation Assets

We maintain non-qualified deferred compensation plans for certain executives and other highly compensated team members. Investments are generally maintained within a trust and include money market funds, mutual funds and life insurance policies. The cash surrender value of the life insurance policies is invested primarily in mutual funds. The investments are recorded at fair value based on quoted market prices and are included in Other Assets in the Consolidated Balance Sheets. We classify the investments which have observable market prices in active markets in Level 1 as these are generally publicly-traded mutual funds. The remaining deferred compensation assets are classified in Level 2 as fair value can be corroborated based on observable market data. Realized and unrealized gains (losses) on deferred compensation are included in earnings.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

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

During fiscal 2025, we recorded a goodwill impairment charge of $343 million in our Beef segment. We estimated the fair value utilizing an income approach (discounted cash flow method) valuation technique, which incorporated significant unobservable Level 3 inputs. Additionally, in fiscal 2025, we recorded a fixed asset impairment charge of $19 million as a result of our decision to sell a storage facility. This charge was recorded in Cost of Sales in the Consolidated Statements of Income and was derived using Level 3 inputs, including management's estimate of the proceeds from the disposal of the asset. We also recorded impairment charges of $28 million in Other, net in the Consolidated Statements of Income, related to our equity investments, including $24 million accounted for under the equity method. These equity investments are included in Other Assets in the Consolidated Balance Sheets, do not have readily determinable fair values and were measured using a market approach which utilized Level 3 inputs.

During fiscal 2024, we recorded a fixed asset impairment charge of $33 million in Cost of Sales in the Consolidated Statements of Income as a result of our decision to sell our Netherlands facility. The charge was derived using Level 3 inputs and was driven by management's estimate of the potential proceeds from the disposal of the assets. In fiscal 2023, we recorded goodwill impairment charges of $333 million, $210 million and $238 million in our Beef and Chicken segments and International/Other, respectively. We estimated the fair value of our reporting units utilizing various valuation techniques, with the primary technique being an income approach (discounted cash flow method) and another technique being a market approach (guideline public company method), which incorporated significant unobservable Level 3 inputs. We did not have any other significant measurements of assets or liabilities at fair value on a nonrecurring basis subsequent to their initial recognition during the twelve months ended September 27, 2025, September 28, 2024, or September 30, 2023.

Other Financial Instruments

Fair value of our debt is principally estimated using Level 2 inputs based on quoted prices for those or similar instruments. Fair value and carrying value for our debt are as follows as of September 27, 2025 and September 28, 2024 (in millions):

September 27, 2025September 28, 2024
Fair ValueCarrying ValueFair ValueCarrying Value
Total Debt$8,658$8,830$9,638$9,787

Concentrations of Credit Risk

Our financial instruments exposed to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Our cash equivalents are in high quality securities placed with major banks and financial institutions. Concentrations of credit risk with respect to receivables are limited due to the large number of customers and their dispersion across geographic areas. We perform periodic credit evaluations of our customers’ financial condition and generally do not require collateral. At September 27, 2025, and September 28, 2024, 15.6% and 15.5%, respectively, of our net accounts receivable balance was due from Walmart Inc. No other single customer or customer group represented greater than 10% of net accounts receivable.

NOTE 14: STOCK-BASED COMPENSATION

We issue shares under our stock-based compensation plans by issuing Class A stock from treasury. The total number of shares available for future grant under the Tyson Foods, Inc. 2000 Stock Incentive Plan (“Incentive Plan”) was 8,769,043 at September 27, 2025.

Stock Options

Shareholders approved the Incentive Plan in January 2001. The Incentive Plan is administered by the Compensation and Leadership Development Committee of the Board of Directors (“Compensation Committee”). The Incentive Plan includes provisions for granting incentive stock options for shares of Class A stock at a price not less than the fair value at the date of grant. Nonqualified stock options may be granted at a price equal to or more than the fair value of Class A stock on the date the option is granted. Stock options under the Incentive Plan generally become exercisable ratably over three years from the date of grant and must be exercised within 10 years from the date of grant. Our policy is to recognize compensation expense on a straight-line basis over the requisite service period for the entire award. Forfeitures are recognized as they occur.

Shares Under OptionWeighted Average Exercise Price Per ShareWeighted Average Remaining Contractual Life (in Years)Aggregate Intrinsic Value (in millions)
Outstanding, September 28, 20247,114,663$64.02
Exercised(669,987)49.82
Forfeited or expired(623,291)66.64
Granted1,648,77464.54
Outstanding, September 27, 20257,470,159$65.196.4$9
Exercisable, September 27, 20254,851,416$68.575.2$4

The weighted average grant-date fair value of options granted in fiscal 2025, 2024 and 2023 was $13.94, $12.70 and $15.82, respectively. The fair value of each option grant is established on the date of grant using a binomial lattice method. We use historical volatility for a period of time comparable to the expected life of the option to determine volatility assumptions. Expected life is calculated based on the contractual term of each grant and takes into account the historical exercise and termination behavior of participants. Risk-free interest rates are based on the five-year Treasury bond rate. Assumptions used in the fair value calculation are as of the grant dates and are outlined in the following table.

202520242023
Expected life (in years)4.64.54.5
Risk-free interest rate4.2%4.5%3.9%
Expected volatility26.8%31.9%31.2%
Expected dividend yield3.0%2.7%2.9%

We recognized stock-based compensation expense related to stock options, net of income taxes, of $19 million, $19 million and $13 million for fiscal 2025, 2024 and 2023, respectively. The related tax benefit was $3 million for fiscal 2025, 2024 and 2023. We had 1.1 million, 1.1 million and 1.2 million options vest in fiscal 2025, 2024 and 2023, respectively, with a grant date fair value of $16 million, $15 million and $18 million, respectively.

In fiscal 2025, 2024 and 2023, we received cash of $21 million, $14 million and $11 million, respectively, for the exercise of stock options. Shares are issued from treasury for stock option exercises. The related tax benefit realized from stock options exercised during fiscal 2025, 2024 and 2023, was $2 million, $1 million and $1 million, respectively. The total intrinsic value of options exercised in fiscal 2025, 2024 and 2023, was $3 million, $2 million and $1 million, respectively.

As of September 27, 2025, we had $11 million of total unrecognized compensation cost related to stock option plans that will be recognized over a weighted average period of 1.8 years.

Restricted Stock

We issue restricted stock awards and units at the market value as of the date of grant, with restrictions expiring over periods through fiscal 2028. Beginning in fiscal 2025, we changed from granting restricted stock awards to restricted stock units which generally vest at a rate of one-third each year over a three-year period from the date of the grant and have dividend equivalent provisions in which additional restricted stock units are issued upon the payment of dividends to Class A shareholders. The fair value of each restricted stock unit is determined using the Class A stock price on the date of the grant and unearned compensation is recognized ratably over the vesting period.

Number of Shares or UnitsWeighted Average Grant- Date Fair Value Per Share/UnitWeighted Average Remaining Contractual Life (in Years)Aggregate Intrinsic Value (in millions)
Nonvested, September 28, 20241,866,591$59.35
Granted818,23363.49
Dividends65,56259.72
Vested(862,968)63.70
Forfeited(191,133)58.38
Nonvested, September 27, 20251,696,285$59.261.4$92

As of September 27, 2025, we had $35 million of total unrecognized compensation cost related to restricted stock awards and units that will be recognized over a weighted average period of 1.9 years.

We recognized stock-based compensation expense related to restricted stock awards and units, net of income taxes, of $39 million, $39 million and $32 million for fiscal 2025, 2024 and 2023, respectively. The related tax benefit for fiscal 2025, 2024 and 2023 was $8 million, $9 million and $9 million, respectively. We had 0.9 million, 0.6 million and 0.7 million restricted stock awards and units vest in fiscal 2025, 2024 and 2023, respectively, with a grant date fair value of $55 million, $41 million and $53 million, respectively.

Performance-Based Shares

We award performance-based shares of our Class A stock to certain team members. These awards are typically granted once a year. Performance-based shares vest based upon the passage of time and the achievement of performance or market performance criteria, ranging from 0% to 200%, as determined by the Compensation Committee prior to the date of the award. Vesting periods for these awards are typically three years. We review progress toward the attainment of the performance criteria each quarter during the vesting period. When it is probable the minimum performance criteria for an award will be achieved, we begin recognizing the expense equal to the proportionate share of the total fair value of the Class A stock price on the grant date. The total expense recognized over the duration of performance awards will equal the Class A stock price on the date of grant multiplied by the number of shares ultimately awarded based on the level of attainment of the performance criteria. For grants with market performance criteria, the fair value is determined on the grant date and is calculated using the same inputs for expected volatility, expected dividend yield, and risk-free rate as stock options, noted above, with a duration of three years. The total expense recognized over the duration of the award will equal the fair value, regardless if the market performance criteria is met.

The following table summarizes the performance-based shares at the maximum award amounts based upon the respective performance share agreements. Actual shares that will vest depend on the level of attainment of the performance-based criteria.

Number of SharesWeighted Average Grant- Date Fair Value Per ShareWeighted Average Remaining Contractual Life (in Years)Aggregate Intrinsic Value (in millions)
Nonvested, September 28, 20242,375,302$46.57
Granted993,14454.42
Vested(220,933)48.74
Forfeited(651,623)57.58
Nonvested, September 27, 20252,495,890$46.631.3$135

We recognized stock-based compensation expense related to performance shares, net of income taxes, of $28 million, $25 million and $2 million for fiscal 2025, 2024 and 2023, respectively. The related tax benefit was $3 million for fiscal 2025, $4 million for fiscal 2024, and inconsequential for fiscal 2023. As of September 27, 2025, we had $40 million of total unrecognized compensation based upon our progress toward the attainment of criteria related to performance-based share awards that will be recognized over a weighted average period of 1.9 years.

NOTE 15: PENSIONS AND OTHER POSTRETIREMENT BENEFITS

We have four defined benefit pension plans consisting of one frozen and noncontributory funded qualified plan and three frozen unfunded non-qualified plans. The benefits provided under these plans are based on a formula using years of service and either a specified benefit rate or compensation level. The non-qualified defined benefit plans are for certain officers and use a formula based on years of service and final average salary. We also have other postretirement benefit plans for which substantially all of our team members may receive benefits if they satisfy applicable eligibility criteria. The postretirement healthcare plans are contributory with participants’ contributions adjusted when deemed necessary.

Additionally, we have defined contribution retirement programs for various groups of team members and recognized expenses of $114 million, $111 million and $113 million in fiscal 2025, 2024 and 2023, respectively.

We use a fiscal year end measurement date for our defined benefit plans and other postretirement plans. We recognize the effect of actuarial gains and losses into earnings immediately for other postretirement plans rather than amortizing the effect over future periods. Other postretirement benefits include postretirement medical costs and life insurance.

During fiscal 2024, we amended and discontinued one of the Company's other postretirement benefit plans which resulted in the recognition of a gain of $16 million, recorded in Other, net in our Consolidated Statements of Income.

Benefit Obligations and Funded Status

The following table provides a reconciliation of the changes in the plans’ benefit obligations, assets and funded status as of September 27, 2025 and September 28, 2024 (in millions):

Pension BenefitsOther Postretirement
QualifiedNon-QualifiedBenefits
202520242025202420252024
Change in benefit obligation
Benefit obligation at beginning of year$21$18$167$158$34$50
Service cost————22
Interest cost117911
Curtailment gain—————(16)
Actuarial (gain)/loss(1)3(4)14(3)—
Benefits paid(1)(1)(14)(14)(3)(3)
Benefit obligation at end of year20211561673134
Change in plan assets
Fair value of plan assets at beginning of year3027————
Actual return on plan assets14————
Employer contributions——141433
Benefits paid(1)(1)(14)(14)(3)(3)
Fair value of plan assets at end of year3030————
Funded status$10$9$(156)$(167)$(31)$(34)

Amounts recognized in the Consolidated Balance Sheets as of September 27, 2025 and September 28, 2024 consist of (in millions):

Pension BenefitsOther Postretirement
QualifiedNon-QualifiedBenefits
202520242025202420252024
Other assets$10$9$—$—$—$—
Other current liabilities——(14)(14)(8)(7)
Other liabilities——(142)(153)(23)(27)
Total assets (liabilities)$10$9$(156)$(167)$(31)$(34)

Pre-tax amounts recognized in Accumulated Other Comprehensive Income as of September 27, 2025 and September 28, 2024 consist of (in millions):

Pension BenefitsOther Postretirement
QualifiedNon-QualifiedBenefits
202520242025202420252024
Accumulated other comprehensive (income)/loss:
Actuarial (gain) loss$1$2$(3)$1$—$4
Prior service (credit) cost—————(4)
Total accumulated other comprehensive (income)/loss:$1$2$(3)$1$—$—

We had three pension plans as of September 27, 2025 and September 28, 2024, that had an accumulated benefit obligation in excess of plan assets. Plans with accumulated benefit obligations in excess of plan assets are as follows (in millions):

Pension Benefits
QualifiedNon-Qualified
2025202420252024
Projected benefit obligation$—$—$156$167
Accumulated benefit obligation——156167
Fair value of plan assets————

The accumulated benefit obligation for all qualified pension plans was $20 million and $21 million at September 27, 2025, and September 28, 2024, respectively.

Net Periodic Benefit Cost (Credit)

Components of net periodic benefit cost (credit) for pension and postretirement benefit plans recognized in the Consolidated Statements of Income are as follows for fiscal years ended 2025, 2024 and 2023 (in millions):

Pension BenefitsOther Postretirement
QualifiedNon-QualifiedBenefits
202520242023202520242023202520242023
Service cost$—$—$—$—$—$—$2$2$2
Interest cost111798111
Expected return on plan assets(2)(1)(1)——————
Amortization of prior service cost————11—45
Recognized actuarial loss (gain), net————(2)(3)1—(5)
Net periodic benefit cost (credit)$(1)$—$—$7$8$6$4$7$3

All of the components other than the service cost component were recorded in the Consolidated Statements of Income in Other, net. As of September 27, 2025, we expect no amounts to be reclassified into earnings within the next 12 months related to net periodic benefit cost (credit) for the qualified pension plans. As of September 27, 2025, the amounts expected to be reclassified into earnings within the next 12 months related to net periodic benefit cost (credit) for the non-qualified pension plans and the other postretirement benefit plans are not significant.

Assumptions

Weighted average assumptions are as follows for fiscal years ended 2025, 2024 and 2023:

Pension BenefitsOther Postretirement
QualifiedNon-QualifiedBenefits
202520242023202520242023202520242023
Discount rate to determine net periodic benefit cost5.00%5.70%5.20%4.85%5.79%5.42%3.44%4.92%4.59%
Discount rate to determine benefit obligations6.00%5.00%5.70%5.26%4.85%5.79%2.69%3.44%4.92%
Rate of compensation increasen/an/an/an/an/an/an/an/an/a
Expected return on plan assets5.00%5.70%5.20%n/an/an/an/an/an/a

To determine the expected return on plan assets assumption, we first examined historical rates of return for the various asset classes within the plans. We then determined a long-term projected rate-of-return based on expected returns. Our discount rate assumptions used to account for pension and other postretirement benefit plans reflect the rates at which the benefit obligations could be effectively settled. The discount rates for our plans were determined using a cash flow matching technique whereby the rates of a yield curve, developed from high-quality debt securities, were applied to the benefit obligations to determine the appropriate discount rate.

We have eight other postretirement benefit plans, of which five are healthcare and life insurance related. Two of these plans, with benefit obligations totaling $7 million at September 27, 2025, were not impacted by healthcare cost trend rates as one consists of fixed annual payments and one is life insurance related. Two of the healthcare plans, with benefit obligations less than $1 million at September 27, 2025, were not impacted by healthcare cost trend rates due to previous plan amendments. The remaining plan, with benefit obligations less than $3 million, at September 27, 2025, utilized assumed healthcare cost trend rates of 8.9%. The healthcare cost trend rates for one of the plans will be grading down to an ultimate rate of 4.5% in 2032.

Contributions

Our policy is to fund at least the minimum contribution required to meet applicable federal employee benefit and local tax laws. In our sole discretion, we may from time to time fund additional amounts. Expected contributions to pension plans for fiscal 2026 are approximately $15 million. For fiscal 2025, 2024 and 2023, we funded $14 million, $14 million and $13 million, respectively, to pension plans.

Estimated Future Benefit Payments

The following benefit payments are expected to be paid (in millions):

Pension BenefitsOther Postretirement
QualifiedNon-QualifiedBenefits
2026$1$14$2
2027—142
20281132
20291132
20301132
2031-20354597

The above benefit payments for other postretirement benefit plans are not expected to be offset by Medicare Part D subsidies in fiscal 2026.

Multi-Employer Plan

Additionally, we participate in one multi-employer plan that provides defined benefits to certain team members covered by collective bargaining agreements. Such plans are usually administered by a board of trustees composed of the management of the participating companies and labor representatives.

The risks of participating in multi-employer plans are different from single-employer plans. Assets contributed to the multi-employer plan by one employer may be used to provide benefits to team members of other participating employers. If a participating employer stops contributing to the plan, the unfunded obligation of the plan may be borne by the remaining participating employers. If we stop participating in a plan, we may be required to pay that plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability.

The net pension cost of the plan is equal to the annual contributions determined in accordance with the provisions of negotiated labor contracts. Contributions to the plan were $1 million and $2 million in fiscal 2025 and fiscal 2024, respectively. Assets contributed to such plans are not segregated or otherwise restricted to provide benefits only to our team members. The future cost of the plans is dependent on a number of factors including the funded status of the plans and the ability of the other participating companies to meet ongoing funding obligations.

Our participation in the multi-employer plan for fiscal 2025 is outlined below. The EIN/Pension Plan Number column provides the Employer Identification Number (“EIN”) and the three-digit plan number. The most recent Pension Protection Act (“PPA”) zone status available in fiscal 2025 and fiscal 2024 is for the plan’s year beginning January 1, 2025, and 2024, respectively. The zone status is based on information that we have received from the plan and is certified by the plan’s actuaries. Among other factors, plans in the red zone are generally less than 65 percent funded. Plans that are critical and declining status are projected to have an accumulated funding deficiency. The FIP/RP Status column indicates plans for which a financial improvement plan (“FIP”) or rehabilitation plan (“RP”) is either pending or has been implemented. The last column lists the expiration date of the collective-bargaining agreement to which the plan is subject.

In addition to regular contributions, we could be obligated to pay additional contributions (known as complete or partial withdrawal liabilities) if it has unfunded vested benefits.

PPA Zone StatusFIP/RP StatusContributions (in millions)Surcharge Imposed
Pension Fund Plan NameEIN/Pension Plan Number20252024Implemented2025202420232025Expiration Date of Collective Bargaining Agreement
Bakery and Confectionery Union and Industry International Pension Fund52-6118572/001RedRedNov 2012$1$2$210%2027-08-01

NOTE 16: COMPREHENSIVE INCOME (LOSS)

The components of accumulated other comprehensive income (loss) as of September 27, 2025 and September 28, 2024 are as follows (in millions):

20252024
Accumulated other comprehensive income (loss), net of taxes:
Unrealized net hedging loss$(22)$(15)
Unrealized net gain (loss) on investments(1)(1)
Currency translation adjustment(170)(152)
Postretirement benefits reserve adjustments2(2)
Total accumulated other comprehensive income (loss)$(191)$(170)

The before and after tax changes in the components of other comprehensive income (loss) are as follows for fiscal years ended 2025, 2024 and 2023 (in millions):

202520242023
Before TaxTaxAfter TaxBefore TaxTaxAfter TaxBefore TaxTaxAfter Tax
Derivatives accounted for as cash flow hedges:
(Gain) loss reclassified to interest expense$2$—$2$1$—$1$2$—$2
(Gain) loss reclassified to cost of sales33(9)241—1———
Unrealized gain (loss)(44)11(33)(9)2(7)———
Investments:
Unrealized gain (loss)———5(1)41—1
Currency translation:
Translation adjustment (a)(9)2(7)103(3)10029—29
Translation loss reclassified to cost of sales3—3——————
Postretirement benefits:
Unrealized gain (loss)5(1)4(12)3(9)6(1)5
Total other comprehensive income (loss)$(10)$3$(7)$89$1$90$38$(1)$37

(a) Before and after tax translation adjustment for the twelve months ended September 28, 2024 included $14 million of Comprehensive Income Attributable to Noncontrolling Interest. Fiscal years ended 2025 and 2023 did not include any Comprehensive Income (Loss) Attributable to Noncontrolling Interests.

NOTE 17: SEGMENT REPORTING

We operate in four reportable segments: Beef, Pork, Chicken, and Prepared Foods. We measure segment profit as operating income (loss). International/Other primarily includes our foreign operations in China, Malaysia, Mexico, South Korea, Thailand and the Kingdom of Saudi Arabia, third-party merger and integration costs and corporate overhead related to Tyson New Ventures, LLC.

Our President and Chief Executive Officer is the Chief Operating Decision Maker (CODM) of the Company. The CODM uses operating income (loss) as the reportable segment profitability measure to assess performance and allocate resources. This measure is utilized during our budgeting and forecasting process to assess profitability and to enable decision making regarding strategic initiatives and capital investments across all reportable segments. Our CODM considers variances of actual performance to our annual operating plan and periodic forecasts when making decisions.

Significant expenses are expenses which are regularly provided to the CODM and are included in segment operating income (loss). These consist of segment cost of sales, segment selling, general and administrative expenses, and various items affecting comparability. Segment Cost of Sales includes raw materials, direct labor and plant overhead, as well as purchasing and receiving costs, costs directly related to production planning, food safety and quality assurance costs and transportation and warehousing expenses, excluding the impact of items affecting comparability. Segment Selling, General and Administrative expenses include the costs to execute sales to customers, costs related to selling, marketing, advertising and promotional activities and other general and administrative operating costs that are not directly related to manufacturing as well as other expense items, excluding the impact of items affecting comparability. Items affecting comparability include restructuring and related charges (including network optimization), plant closure and disposal charges (net of gains), goodwill and intangible impairments, brand and product line discontinuations, facility fire related costs (net of insurance proceeds), and certain non-ordinary course legal, regulatory and other matters.

Beef

Beef includes our operations related to processing live fed cattle and fabricating dressed beef carcasses into primal and sub-primal meat cuts and case-ready products. Products are marketed domestically to food retailers, foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, healthcare facilities, the military and other food processors, as well as to international export markets. This segment also includes sales from specialty products such as hides, rendered products and variety meats, as well as logistics operations to move products through the supply chain.

Pork

Pork includes our operations related to processing live market hogs and fabricating pork carcasses into primal and sub-primal cuts and case-ready products. Products are marketed domestically to food retailers, foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, healthcare facilities, the military and other food processors, as well as to international export markets. This segment also includes our live swine group, related specialty product processing activities and logistics operations to move products through the supply chain.

Chicken

Chicken includes our domestic operations related to raising and processing live chickens into and purchasing raw materials for fresh, frozen and value-added chicken products, as well as sales from specialty products. Our value-added chicken products primarily include breaded chicken strips, nuggets, patties and other ready-to-fix or fully cooked chicken parts. 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. This segment also includes logistics operations to move products through our domestic supply chain and the global operations of our chicken breeding stock subsidiary.

Prepared Foods

Prepared Foods includes our operations related to manufacturing and marketing frozen and refrigerated food products and logistics operations to move products through the supply chain. This segment includes brands such as Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, State Fair®, as well as artisanal brands Aidells® and Gallo Salame®. Products primarily include a mixture of ready-to-cook and ready-to-eat sandwiches, sandwich components such as flame-grilled hamburgers and Philly steaks, pepperoni, bacon, breakfast sausage, turkey, lunchmeat, hot dogs, flour and corn tortilla products, appetizers, snacks, prepared meals, ethnic foods, side dishes, meat dishes, breadsticks and processed meats. 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.

We allocate expenses related to corporate activities to the segments, except for third-party merger and integration costs for which we recorded no expense in fiscal years 2025 and 2024, and $3 million in fiscal 2023, and corporate overhead related to Tyson New Ventures, LLC, which are included in International/Other. Intersegment sales transactions, which were at market prices, are included in the segment sales in the table below. Assets and additions to property, plant and equipment relating to corporate activities remain in International/Other.

Information on segments and a reconciliation to income from continuing operations before income taxes are as follows for fiscal years ended 2025, 2024 and 2023 (in millions):

Twelve months ended September 27, 2025
BeefPorkChickenPrepared FoodsInternational/OtherIntersegmentTotal
Sales(a)$21,623$5,781$16,837$9,930$2,291$(2,021)$54,441
Segment Cost of Sales22,1175,88414,5268,3211,995(2,021)50,822
Segment Selling, General and Administrative25096829762159—2,096
Facility fire related costs (insurance proceeds)————(18)—(18)
Brand and product line discontinuations——23———23
Restructuring and related charges48—9(26)14—45
Legal contingency accruals————40—40
Plant closure and disposal charges——23—(6)—17
Goodwill and intangible impairments343—————343
Product recall———(25)——(25)
Operating Income (Loss)$(1,135)$(199)$1,427$898$107$—$1,098
Other (Income) Expense:
Interest income$(73)
Interest expense449
Other, net(47)
Income (Loss) before Income Taxes$769
Other segment information:
Depreciation and amortization$178$63$645$387$77—$1,350
Total Assets3,9491,53212,18614,9824,009—36,658
Additions to property, plant and equipment1566651115590—978
Twelve months ended September 28, 2024
BeefPorkChickenPrepared FoodsInternational/OtherIntersegmentTotal
Sales(a)$20,479$5,903$16,425$9,851$2,353$(1,702)$53,309
Segment Cost of Sales20,5425,70714,6048,1132,091(1,702)49,355
Segment Selling, General and Administrative22899806833213—2,179
Facility fire related costs (insurance proceeds)——(70)—86—16
Brand and product line discontinuations——62——8
Restructuring and related charges41224——31
Legal contingency accruals452856———129
Plant closure and disposal charges4110833———182
Operating Income (Loss)$(381)$(40)$988$879$(37)$—$1,409
Other (Income) Expense:
Interest income$(89)
Interest expense481
Other, net(75)
Income (Loss) before Income Taxes$1,092
Other segment information:
Depreciation and amortization$164$125$639$389$71—$1,388
Total Assets3,7301,57012,12115,1384,541—37,100
Additions to property, plant and equipment13841505334114—1,132
Twelve months ended September 30, 2023
BeefPorkChickenPrepared FoodsInternational/OtherIntersegmentTotal
Sales(a)$19,325$5,768$17,060$9,845$2,515$(1,632)$52,881
Segment Cost of Sales18,8635,79016,4958,1232,315(1,632)49,954
Segment Selling, General and Administrative229106798833184—2,150
Facility fire related costs (insurance proceeds)(42)—(11)———(53)
Brand and product line discontinuations———17——17
Restructuring and related charges3311164915—124
Plant closure and disposal charges——322—(19)—303
Goodwill and intangible impairments333—210—238—781
Operating Income (Loss)$(91)$(139)$(770)$823$(218)$—$(395)
Other (Income) Expense:
Interest income$(30)
Interest expense355
Other, net(42)
Income (Loss) before Income Taxes$(678)
Other segment information:
Depreciation and amortization$128$68$693$373$67—$1,329
Total Assets3,7721,69612,14315,1983,442—36,251
Additions to property, plant and equipment16962834578296—1,939

(a) Includes $318 million and $380 million of legal contingency accruals for the Beef and Pork segments, respectively, and $66 million related to a product recall in the Prepared Foods segment for fiscal year 2025. Includes $45 million of a legal contingency accrual for the Pork segment for the fiscal year 2024. Includes $156 million of a legal contingency accrual for the Chicken segment for the fiscal year 2023.

Our largest customer, Walmart Inc., accounted for 18.7%, 18.4% and 18.6% of consolidated sales in fiscal 2025, 2024 and 2023, respectively. Sales to Walmart Inc. were included in all the segments. Any extended discontinuance of sales to this customer could, if not replaced, have a material impact on our operations.

The majority of our operations are domiciled in the United States. Approximately 95% of sales to external customers for each of fiscal 2025, 2024 and 2023 were sourced from the United States. At September 27, 2025 and September 28, 2024, long-lived assets, excluding goodwill, intangibles, financial instruments and deferred tax assets, located in the United States were approximately $9.5 billion and $9.5 billion, respectively, and approximately $0.7 billion and $0.8 billion, respectively, were located in foreign locations, primarily Brazil, China, New Zealand, Malaysia, the Middle East and Thailand.

We sell certain products in foreign markets, primarily Canada, Central America, China, the European Union, the United Kingdom, Japan, Mexico, Malaysia, the Middle East, the Philippines, Singapore, South Korea, Taiwan, Thailand and Vietnam. Our export sales from the United States totaled $4.8 billion, $5.2 billion and $5.1 billion for fiscal 2025, 2024 and 2023, respectively. Substantially all of our export sales are facilitated through unaffiliated brokers, marketing associations and foreign sales offices. Sales of products produced in a country other than the United States were less than 10% of consolidated sales for each of fiscal 2025, 2024 and 2023. The following tables further disaggregate our sales to customers by major distribution channels (in millions):

Twelve months ended September 27, 2025
Retail(a)Foodservice(b)International(c)Industrial and Other(d)Total External CustomersIntersegmentTotal
Beef$10,920$5,786$2,249$2,150$21,105$518$21,623
Pork1,8805481,1867674,3811,4005,781
Chicken6,9426,6601,1042,02816,73410316,837
Prepared Foods5,7883,6362422649,930—9,930
International/Other——2,291—2,291—2,291
Intersegment—————(2,021)(2,021)
Total$25,530$16,630$7,072$5,209$54,441$—$54,441
Twelve months ended September 28, 2024
Retail(a)Foodservice(b)International(c)Industrial and Other(d)Total External CustomersIntersegmentTotal
Beef$9,915$5,215$2,659$2,245$20,034$445$20,479
Pork1,8044981,3641,0784,7441,1595,903
Chicken6,9946,4329571,94416,3279816,425
Prepared Foods5,7943,6292252039,851—9,851
International/Other——2,353—2,353—2,353
Intersegment—————(1,702)(1,702)
Total$24,507$15,774$7,558$5,470$53,309$—$53,309
Twelve months ended September 30, 2023
Retail(a)Foodservice(b)International(c)Industrial and Other(d)Total External CustomersIntersegmentTotal
Beef$8,947$4,839$2,633$2,395$18,814$511$19,325
Pork1,6774771,2351,3384,7271,0415,768
Chicken7,4836,5891,0071,90116,9808017,060
Prepared Foods5,7953,6902131479,845—9,845
International/Other——2,515—2,515—2,515
Intersegment—————(1,632)(1,632)
Total$23,902$15,595$7,603$5,781$52,881$—$52,881

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

(b) Includes external sales to foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, convenience stores, healthcare facilities and the military.

(c) Includes external sales to international markets related to internationally produced products and export sales of domestically produced products.

(d) Includes external sales to industrial food processing companies that further process our product to sell to end consumers and any remaining sales not included in the Retail, Foodservice or International categories. For fiscal 2025, the Beef and Pork segments included a $318 million and $380 million reduction in Other, respectively, due to the recognition of legal contingency accruals. For fiscal 2024, the Pork segment included a $45 million reduction in Other due to the recognition of a legal contingency accrual. For fiscal 2023, the Chicken segment included a $156 million reduction in Other due to the recognition of legal contingency accruals.

NOTE 18: SUPPLEMENTAL CASH FLOWS INFORMATION

The following table summarizes cash payments for interest and income taxes for fiscal years ended 2025, 2024 and 2023 (in millions):

202520242023
Interest, net of amounts capitalized$402$460$340
Income taxes, net of refunds33122746

NOTE 19: TRANSACTIONS WITH RELATED PARTIES

We have related party leases for two wastewater facilities with an entity owned by the Donald J. Tyson Revocable Trust (for which Mr. John H. Tyson, Chairman of the Company, is a trustee), Berry Street Waste Water Treatment Plant, LP (90% of which is owned by the TLP), and the sisters of Mr. Tyson. As of September 27, 2025 and September 28, 2024, one lease was classified as a finance lease with a debt balance of $6 million which is primarily recognized as Long-term debt in our Consolidated Balance Sheet. The other lease was classified as an operating lease with a lease liability balance of $1 million and $1 million as of September 27, 2025 and September 28, 2024, respectively, which is primarily recognized within Other Liabilities in our Consolidated Balance Sheet. Total payments of approximately $1 million in each of fiscal 2025, 2024 and 2023 were paid to lease the facilities.

As of September 27, 2025, the TLP, of which John H. Tyson and director Barbara Tyson are general partners, owned 70 million shares, or 99.987% of our outstanding Class B stock and, along with the members of the Tyson family, owned 7.2 million shares of Class A stock, giving it control of approximately 71.94% of the total voting power of our outstanding voting stock.

In fiscal 2025, 2024 and 2023, the Company provided administrative services to the TLP, the beneficial owner of 70 million shares of Class B stock, and the TLP, through TLP Investment, L.P., reimbursed the Company $0.4 million in fiscal 2025, and $0.2 million in each of fiscal 2024 and 2023.

In fiscal 2025, the Company sold fourteen pieces of artwork from its offices to North Ark Bahamas, LLC, an entity owned by John H. Tyson, John R. Tyson and Olivia L. Tyson, for the aggregate price of $0.2 million.

In fiscal 2024, the Company purchased real estate located in Springdale, Arkansas for $0.8 million from TBB Land Holdings LLC. TBB Land Holdings LLC is wholly owned by John H. Tyson.

NOTE 20: COMMITMENTS AND CONTINGENCIES

Commitments

We guarantee obligations of certain outside third parties, consisting primarily of grower loans, which are substantially collateralized by the underlying assets. The remaining terms of the underlying obligations cover periods up to 7 years, and the maximum potential amount of future payments as of September 27, 2025, was not significant. The likelihood of material payments under these guarantees is not considered probable. At September 27, 2025 and September 28, 2024, no significant liabilities for guarantees were recorded.

We have cash flow assistance programs in which certain livestock suppliers participate. Under these programs, we pay an amount for livestock equivalent to a standard cost to grow such livestock during periods of low market sales prices. The amounts of such payments that are in excess of the market sales price are recorded as receivables and accrue interest. Participating suppliers are obligated to repay these receivables balances when market sales prices exceed this standard cost, or upon termination of the agreement. Our maximum commitment associated with these programs is limited to the fair value of each participating livestock supplier’s net tangible assets. The potential maximum obligation as of September 27, 2025, was approximately $240 million. At September 27, 2025 and September 28, 2024, we did not have significant net receivables outstanding under these programs.

When constructing new facilities or making major enhancements to existing facilities, we will occasionally enter into incentive agreements with local government agencies in order to reduce certain state and local tax expenditures. These funds are generally considered restricted cash, which is reported in the Consolidated Balance Sheets in Other Assets. We had no deposits at September 27, 2025 or September 28, 2024. Additionally, under certain agreements, we transfer the related assets to various local government entities and receive Industrial Revenue Bonds. We immediately lease the facilities from the local government entities and have an option to re-purchase the facilities for a nominal amount upon tendering the Industrial Revenue Bonds to the local government entities at various predetermined dates. The Industrial Revenue Bonds and the associated obligations for the leases of the facilities offset, and the underlying assets remain in property, plant and equipment. At September 27, 2025, total amounts under these types of arrangements totaled $845 million.

Additionally, we enter into other purchase commitments for various items such as grains, livestock contracts and variable livestock grower commitments that are estimable and have a remaining term in excess of one year, which as of September 27, 2025 were (in millions):

Purchase Obligations
2026$556
2027509
2028357
2029313
2030288
2031 and beyond3,245
Total$5,268

Contingencies

In the normal course of business, we are involved in various claims, lawsuits, investigations and legal proceedings, including those specifically identified below. Each quarter, we determine whether to accrue for loss contingencies based on our assessment of whether the potential loss is probable, reasonably possible or remote and to the extent a loss is probable, whether it is reasonably estimable. We record accruals in the Company’s Consolidated Financial Statements for matters that we conclude are probable and the financial impact is reasonably estimable. The Company further determines whether a range of possible loss, if any, in excess of the recorded accrual is reasonably estimable. Regardless of the manner of resolution, frequently the most significant changes in the status of a matter may occur over a short time period, often following a lengthy period of little substantive activity. While these accruals reflect the Company’s best estimate of the probable loss for those matters as of the dates of those accruals, the recorded amounts may differ materially from the actual amount of the losses for those matters. Listed below are certain claims made against the Company for which the magnitude of the potential exposure could be material to the Company’s Consolidated Financial Statements.

Broiler Antitrust Civil Litigation and Related Matters

Beginning in September 2016, a series of putative federal class action lawsuits styled In re Broiler Chicken Antitrust Litigation (the “Broiler Antitrust Civil Litigation”) were filed in the United States District Court for the Northern District of Illinois against us and certain of our poultry subsidiaries, as well as several other poultry processing companies and Agri Stats, Inc. ("Agri Stats"), an information service provider. As described below, the Company reached agreements to settle all outstanding claims brought against it by the putative classes, and the Court has granted final approval to these settlements.

Certain putative class members chose to opt out of the classes and pursue individual claims against the Company and other defendants in the United States District Court for the Northern District of Illinois. The operative complaints allege that beginning in January 2008, the defendants conspired and combined to fix, raise, maintain, and stabilize the price of broiler chickens and that the defendants manipulated and artificially inflated the Georgia Dock price index. The plaintiffs further allege that the defendants concealed this conduct from the plaintiffs and the members of the putative classes. The plaintiffs seek treble damages, injunctive relief, pre- and post-judgment interest, costs, and attorneys’ fees under the United States antitrust laws and various state unfair competition laws, consumer protection laws, and unjust enrichment common laws.

The Court divided the case into two tracks. Plaintiffs electing to proceed in the first track (“Track One”) chose to forego claims relating to the DOJ criminal investigation described below. Plaintiffs electing to proceed in the second track (“Track Two”) could pursue those claims but needed to wait until the completion of the Track One proceedings before doing so.

The first trial in this matter, which involved claims brought by the Direct Purchaser Plaintiff Class and certain direct-action plaintiffs, began on September 12, 2023 and concluded with a jury verdict in favor of the defendant on October 25, 2023. The Company did not participate in the first trial because it had previously settled all of the claims brought by the plaintiffs that participated in that trial. The second and third scheduled trials in this matter, which were to involve claims brought by the Commercial and Institutional Indirect Purchaser Class and the End-User Consumer Plaintiff Class, respectively, were scheduled to begin in March 2024 and September 2024, respectively. Both of these trials were cancelled because all claims brought by these classes were resolved before trial. This completed the Track One proceedings.

On February 11, 2025, the Court denied the defendants’ motion to dismiss the allegations brought by the Track Two plaintiffs. On March 7, 2025, the Court lifted the stay of discovery that had applied to the Track Two claims, with fact discovery currently ongoing. The Court entered a case schedule under which the first Track Two trial will begin on April 5, 2027.

Settlements

On January 19, 2021, we announced that we had reached agreements to settle certain class claims related to the Broiler Antitrust Civil Litigation. Settlement terms were reached with the putative Direct Purchaser Plaintiff Class, the putative Commercial and Institutional Indirect Purchaser Plaintiff Class and the putative End-User Plaintiff Class (collectively, the “Classes”). Under the terms of the settlements, we agreed to pay the Classes an aggregate amount of $221.5 million in settlement of all outstanding claims brought by the Classes. On June 29, 2021, December 20, 2021 and April 18, 2022, the Court granted final approval to the settlements with the Direct Purchaser Plaintiff Class, the End-User Plaintiff Class and the Commercial and Institutional Indirect Purchaser Plaintiff Class, respectively. The foregoing settlements do not settle claims made by plaintiffs who have opted out of the Classes in the Broiler Antitrust Civil Litigation.

We are currently pursuing settlement discussions with the remaining opt-out plaintiffs with respect to the remaining claims. While we do not admit any liability as part of the settlements, we believe that the settlements we have entered into have been in the best interests of the Company and its shareholders to avoid the uncertainty, risk, expense and distraction of protracted litigation.

Government Investigations

U.S. Department of Justice (“DOJ”) Antitrust Division. On June 21, 2019, the DOJ filed a motion to intervene and sought a limited stay of discovery in the Broiler Antitrust Civil Litigation, which the court granted in part. Subsequently, we received a grand jury subpoena from the DOJ seeking additional documents and information related to the chicken industry. On June 2, 2020, a grand jury for the District of Colorado returned an indictment charging four individual executives employed by two other poultry processing companies with conspiracy to engage in bid-rigging in violation of federal antitrust laws. On June 10, 2020, we announced that we uncovered information in connection with the grand jury subpoena that we had previously self-reported to the DOJ and have been cooperating with the DOJ as part of our application for leniency under the DOJ’s Corporate Leniency Program. Subsequently, the DOJ announced indictments against additional individuals, as well as other poultry processing companies, alleging a conspiracy to fix prices and rig bids for broiler chicken products from at least 2012 until at least early 2019. None of these indictments remain pending. In August 2021, the Company was granted conditional leniency by the DOJ for the matters we self-reported, which means that provided the Company continues to cooperate with the DOJ, neither the Company nor any of our cooperating employees will face prosecution or criminal fines or penalties. We continue to cooperate with the DOJ in connection with the ongoing federal antitrust investigation.

State Attorney General Matters. The Offices of the Attorneys General in Washington, New Mexico and Alaska have filed complaints against us and certain of our poultry subsidiaries, as well as several other poultry processing companies and Agri Stats based on allegations similar to those asserted in the Broiler Antitrust Civil Litigation. These complaints alleged violations of state antitrust, unfair trade practice, and unjust enrichment laws. We are cooperating with various state governmental agencies and officials, including the Offices of the Attorneys General for Florida and Louisiana, investigating or otherwise seeking information, testimony and/or documents, regarding the conduct alleged in the Broiler Antitrust Civil Litigation and related matters. In October 2022, we reached an agreement to settle all claims with the Washington Attorney General, and the court entered a consent decree on October 24, 2022. On February 16, 2024, the Company and the State of Alaska filed a stipulation and proposed consent decree reflecting a settlement of the claims against the Company asserted by the Office of the Attorney General of Alaska. The court approved this settlement on April 24, 2024. On April 19, 2024, the Company and the State of New Mexico filed a proposed consent judgment reflecting a settlement of the claims against the Company asserted by the Office of the Attorney General of New Mexico. The Court approved this settlement on July 23, 2024. While the Company believes it has meritorious defenses to the claims that have been made, we believe that these settlements are in the best interests of the Company and its shareholders to avoid the uncertainty, risk, expense and distraction of protracted litigation.

The Company recorded aggregate legal contingency accruals of $156 million and $545 million in fiscal years 2023 and 2021, respectively. During fiscal years 2025, 2024 and 2023, the Company reduced its total recorded legal contingency accrual by $22 million, $98 million and $94 million, respectively, for amounts it had paid related to these matters. At September 27, 2025 and September 28, 2024, the legal contingency accrual for claims related to the Broiler Antitrust Civil Litigation matters described above was $64 million and $86 million, respectively. The Company does not believe that a range of possible loss, if any, in excess of the recorded accrual is reasonably estimable at this time.

Broiler Chicken Grower Litigation and Investigation

On January 27, 2017 and March 26, 2017, putative class action complaints were filed against us and certain of our poultry subsidiaries, as well as several other vertically integrated poultry processing companies, in the United States District Court for the Eastern District of Oklahoma styled In re Broiler Chicken Grower Litigation. The plaintiffs alleged, among other things, that the defendants colluded not to compete for broiler raising services “with the purpose and effect of fixing, maintaining, and/or stabilizing grower compensation below competitive levels.” The plaintiffs also alleged that the defendants “agreed to share detailed data on [g]rower compensation with one another, with the purpose and effect of artificially depressing [g]rower compensation below competitive levels.” The plaintiffs contended these alleged acts constitute violations of the Sherman Antitrust Act and Section 202 of the Grain Inspection, Packers and Stockyards Act of 1921. The plaintiffs sought treble damages, pre- and post-judgment interest, costs, and attorneys’ fees on behalf of the putative class. Additional named plaintiffs filed similar class action complaints in federal district courts in North Carolina, Colorado, Kansas and California. All actions were subsequently consolidated in the Eastern District of Oklahoma. In June 2021, we reached an agreement to settle with the putative class of broiler chicken farmers all claims raised in this consolidated action on terms not material to the Company. The Court granted preliminary approval of the settlement on August 23, 2021 and final approval on February 18, 2022, and the Company paid the settlement during fiscal 2022. On July 1, 2025, a similar class of growers filed a putative class action complaint in the same federal district court against certain poultry processing companies not named as defendants in the Broiler Chicken Grower Litigation and arising from a similar set of allegations. The Company is not a defendant in this case and does not expect to be named as a defendant.

In October 2022, the DOJ’s Antitrust Division opened a civil investigation into broiler chicken grower contracts and alleged non-competitive practices involving performance-based compensation sharing for the purpose of stabilizing compensation below competitive levels. We continue to cooperate with the investigation. The Company has not recorded any liability for this matter as it does not believe a loss is probable, nor does it believe that a range of possible loss, if any, is reasonably estimable at this time.

Pork Antitrust Litigation

Beginning June 18, 2018, a series of putative class action complaints were filed against us and certain of our pork subsidiaries, as well as several other pork processing companies, in the United States District Court for the District of Minnesota styled In re Pork Antitrust Litigation (the “Pork Antitrust Civil Litigation”). The plaintiffs allege, among other things, that beginning in January 2009, the defendants conspired and combined to fix, raise, maintain, and stabilize the price of pork and pork products in violation of federal antitrust laws. The complaints on behalf of the putative classes of indirect purchasers also include causes of action under various state unfair competition laws, consumer protection laws, and unjust enrichment common laws. The plaintiffs seek treble damages, injunctive relief, pre- and post-judgment interest, costs, and attorneys’ fees on behalf of the putative classes. Since the original filing, certain putative class members have opted out of the matter and are proceeding with individual direct actions making similar claims, and others may try to do so in the future.

The Offices of the Attorney General in New Mexico and Alaska have filed complaints against us and certain of our pork subsidiaries, as well as several other pork processing companies and Agri Stats. The complaints are based on allegations similar to those asserted in the Pork Antitrust Civil Litigation and allege violations of state antitrust, unfair trade practice, and unjust enrichment laws based on allegations of conspiracies to exchange information and manipulate the supply of pork. On October 18, 2024, we reached a settlement with the State of Alaska to resolve all claims made against the Company for an immaterial amount. The court approved the settlement on January 7, 2025. On May 9, 2025, the Company reached an agreement in principle with the State of New Mexico to resolve all claims made against the Company for an immaterial amount. This agreement remains subject to Court approval. While the Company believes it has meritorious defenses to the claims that have been made, we believe that this settlement is in the best interests of the Company and its shareholders to avoid the uncertainty, risk, expense and distraction of protracted litigation.

In the third quarter of fiscal 2024, we filed and joined motions for summary judgment. On March 31, 2025, the court denied those summary judgment motions as to the claims against the Company. The Company anticipates multiple trials in this matter in various federal districts, with various classes of plaintiffs as well as opt-out plaintiffs, with the first trial expected to begin in fiscal 2026. While we believe we have valid and meritorious defenses to the claims that have been made in the Pork Antitrust Civil Litigation and the related Attorney General matters, we are exploring the possibility of entering into settlements as a way to avoid the uncertainty, risk, expense and distraction of protracted litigation. On April 11, 2025, the Company reached an agreement in principle with the direct purchase class plaintiffs to settle their claims in this matter for an aggregate of $50 million. On April 28, 2025, the Court granted preliminary approval of this settlement. On September 25, 2025, the Company reached an agreement with the consumer indirect purchaser class to settle their claims in this matter for an aggregate of $85 million, subject to court approval.

The Company recorded aggregate legal contingency accruals of $380 million and $45 million in fiscal years 2025 and 2024, respectively. During fiscal 2025, the Company reduced its total recorded legal contingency accrual by $50 million for amounts it had paid related to these matters. At September 27, 2025 and September 28, 2024, the legal contingency accrual for claims related to the Pork Antitrust Civil Litigation matter described above was $268 million and $45 million, respectively. The Company does not believe that a range of possible loss, if any, in excess of the recorded accrual is reasonably estimable at this time. However, if facts and circumstances of the matter or assumptions based on present conditions used to determine our estimated liability were to significantly change, we may be exposed to additional material losses.

Beef Antitrust Litigation and Related Matters

Beginning on April 23, 2019, a series of class action complaints were filed against us and our beef and pork subsidiary, Tyson Fresh Meats, Inc. (“Tyson Fresh Meats”), as well as other beef packer defendants, in various federal district courts, including the United States District Court for the Northern District of Illinois, the United States District Court for the District of Minnesota, and the United States District Court for the District of Kansas, by putative classes of direct purchasers, cattle ranchers, indirect purchasers, and indirect cattle producers. The putative classes in these cases allege that the defendants engaged in one or more conspiracies beginning in roughly January 2015 with the aim of reducing fed cattle prices, manipulating the price of live cattle futures and options traded on the Chicago Mercantile Exchange, artificially increasing the cost of beef, and reducing the price of cows, cattle, calves, steers or heifers. The putative classes allege that this conduct violated federal antitrust laws, the Grain Inspection, Packers and Stockyards Act of 1921, the Commodities Exchange Act, and various state unfair competition, consumer protection, and unjust enrichment laws. Their complaints seek, among other things, treble monetary damages, punitive damages, restitution, and pre- and post-judgment interest, as well as declaratory and injunctive relief. Since the original filing, certain putative class members have opted out of the matter and are proceeding with individual direct actions making similar claims, and others may do so in the future. These cases have been transferred to the United States District Court for the District of Minnesota for pretrial purposes. The fact discovery phase ended in early April 2025, and the parties are now engaged in expert discovery. Additionally, the putative classes filed motions for class certification on September 25, 2024, which remain pending before the court. On September 29, 2025, the Company reached an agreement with the consumer indirect purchaser plaintiff class to settle their claims in this matter for an aggregate of $55 million, subject to court approval.

On February 18, 2022, a putative class action was commenced against us, Tyson Fresh Meats, and other beef packer defendants in the Supreme Court of British Columbia styled Bui v. Cargill, Incorporated et al. The putative class is comprised of direct and indirect beef purchasers in Canada between January 1, 2015 and the present, and alleges that the defendants conspired to fix, maintain, increase, or control the price of beef, as well as to fix, maintain, control, prevent, or lessen the production or supply of beef. The complaint alleges a violation of the Competition Act, civil conspiracy, unjust enrichment, and a violation of the Civil Code of Québec. It seeks declarations regarding the alleged conspiracy, general damages, aggravated, exemplary, and punitive damages, injunctive relief, costs, and interest. On March 24, 2022, a putative class action was commenced against the same defendants in the Superior Court of Québec styled De Bellefeuille v. Cargill, Incorporated et al, raising substantially similar allegations and seeking compensatory damages, costs of investigation and interest.

While we believe we have valid and meritorious defenses to the claims that have been made in the Beef Antitrust Civil Litigation and related matters, we are also exploring opportunities to reach settlements if it would be in the best interest of the Company, as doing so could avoid the uncertainty, risk, expense and distraction of protracted litigation.

On May 22, 2020, December 23, 2020 and October 29, 2021, we received civil investigative demands (“CIDs”) from the DOJ’s Civil Antitrust Division. The CIDs requested information related to the fed cattle and beef packing markets. We have cooperated with the DOJ with respect to the CIDs. The Offices of the Attorney General for multiple states participated in the investigation and coordinated with the DOJ.

Accordingly, during fiscal 2025, we recorded a legal contingency accrual of $318 million for claims related to the Beef Antitrust Civil Litigation matter, which remains outstanding as of September 27, 2025. The Company does not believe that a range of possible loss, if any, in excess of the recorded accrual is reasonably estimable at this time. However, if facts and circumstances of the matter or assumptions based on present conditions used to determine our estimated liability were to significantly change, we may be exposed to additional material losses.

Wage Rate Litigation and Related Matters

Poultry. On August 30, 2019, a putative class of non-supervisory production and maintenance employees at chicken processing plants in the continental United States filed class action complaints against us and certain of our subsidiaries, as well as several other poultry processing companies, in the United States District Court for the District of Maryland. The plaintiffs allege that the defendants directly and through a wage survey and benchmarking service exchanged information regarding labor rates in an effort to depress and fix the rates of wages for non-supervisory production and maintenance workers in violation of federal antitrust laws. Additional lawsuits making similar allegations were consolidated including an amended consolidated complaint containing additional allegations concerning turkey processing plants naming additional defendants. On May 10, 2024 and June 3, 2024, the Company participated in mediation with the putative class plaintiffs. Following the mediation, on June 14, 2024, the Company reached an agreement in principle with the putative class plaintiffs to settle all claims in the case for an aggregate amount of $115.5 million. On February 11, 2025, the court entered an order granting preliminary approval of the settlement. If the court grants final approval to the settlement, it will completely resolve all claims made against the Company in this matter. While we believe we have valid and meritorious defenses against the allegations, we believe that the proposed settlement is in the best interests of the Company and its shareholders to avoid the uncertainty, risk, expense and distraction of protracted litigation. During fiscal 2025, settlement payments of the accrued amount were paid as a result of the preliminary court approval. At September 27, 2025, there was no remaining accrual related to the Poultry wage rate litigation matter described above.

The DOJ’s Antitrust Division has opened a civil investigation into human resources at several poultry companies. We are cooperating with the investigation. The Company has not recorded any liability for this matter as it does not believe a loss is probable, nor does it believe that a range of possible loss, if any, is reasonably estimable at this time.

Fresh Meats. On November 11, 2022, a putative class of employees at beef-processing and pork-processing plants in the continental United States filed a class action complaint against us and certain of our subsidiaries, as well as several other beef-processing and pork-processing companies, in the United States District Court for the District of Colorado. The plaintiffs allege that the defendants directly and through a wage survey and benchmarking service exchanged information regarding labor rates in an effort to depress and fix the rates of wages for employees in violation of federal antitrust laws.

On December 22, 2023, after a mediation between the parties, the Company and the putative class plaintiffs reached an in-principle agreement to settle. While we believe we have valid and meritorious defenses against the allegations, we believe that the proposed settlement is in the best interests of the Company and its shareholders to avoid the uncertainty, risk, expense and distraction of protracted litigation. Under the terms of the settlement, the Company agreed to pay the putative class an aggregate amount of $72.5 million to completely resolve all claims made against the Company in this matter. The court approved the settlement on January 15, 2025. During fiscal 2024, the Company recorded an accrual for the $72.5 million settlement which was paid during fiscal 2025 as a result of the court approval.

Other Matters

Our subsidiary, The Hillshire Brands Company (formerly named Sara Lee Corporation), is a party to a consolidation of cases filed by individual complainants with the Republic of the Philippines, Department of Labor and Employment and the National Labor Relations Commission (“NLRC”) from 1998 through July 1999. The complaint was filed against Aris Philippines, Inc., Sara Lee Corporation, Sara Lee Philippines, Inc., Fashion Accessories Philippines, Inc., and Attorney Cesar C. Cruz (collectively, the “respondents”). The complaint alleges, among other things, that the respondents engaged in unfair labor practices in connection with the termination of manufacturing operations in the Philippines in 1995 by Aris Philippines, Inc., a former subsidiary of The Hillshire Brands Company. In late 2004, a labor arbiter ruled against the respondents and awarded the complainants approximately $59 million in damages and fees. From 2004 through 2014, the parties filed numerous appeals, motions for reconsideration and petitions for review, certain of which remained outstanding for several years. On December 15, 2016, we learned that the NLRC rendered its decision on November 29, 2016, regarding the respondents’ appeals from the labor arbiter’s 2004 ruling in favor of the complainants. The NLRC increased the award for 4,922 of the total 5,984 complainants to approximately $255 million. However, the NLRC approved a prior settlement reached with the group comprising approximately 18% of the class of 5,984 complainants, pursuant to which The Hillshire Brands Company agreed to pay each settling complainant approximately $1,200. The parties filed numerous appeals, motions for reconsideration and petitions for review related to the NLRC award and settlement payment. The Court of Appeals of the Philippines subsequently vacated the NLRC’s award on April 12, 2018. Complainants filed motions for reconsideration with the Court of Appeals which were denied. Claimants have since filed petitions for writ of certiorari with the Supreme Court of the Philippines, which have been accepted. The Company continues to maintain an accrual in an immaterial amount for estimated probable losses for this matter in the Company’s Consolidated Financial Statements. The Company does not believe that a range of possible loss, if any, in excess of the

recorded accrual is reasonably estimable at this time.

Various claims have been asserted against the Company, its subsidiaries, and its officers and agents by, and on behalf of, team members who claim to have contracted COVID-19 in our facilities. The Company has not recorded any liability for these matters as it does not believe a loss is probable, nor does it believe that a range of possible loss, if any, is reasonably estimable at this time, because it believes the allegations in the claims are without merit and that the Company has valid and meritorious defenses against the allegations.

For a tax-related matter involving the Company, refer to Part II, Item 8. Notes to the Consolidated Financial Statements, Note 10: Income Taxes.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Tyson Foods, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Tyson Foods, Inc. and its subsidiaries (the "Company") as of September 27, 2025 and September 28, 2024, and the related consolidated statements of income, of comprehensive income, of shareholders' equity and of cash flows for each of the three years in the period ended September 27, 2025, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended September 27, 2025 appearing under Item 15 (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of September 27, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 27, 2025 and September 28, 2024, and the results of its operations and its cash flows for each of the three years in the period ended September 27, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 27, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Interim Goodwill Impairment Assessment – Beef Reporting Unit

As described in Note 1 to the consolidated financial statements, the Company’s goodwill balance was $9,469 million as of September 27, 2025. Goodwill is reviewed for impairment at least annually or more frequently if impairment indicators arise. If it is determined, based on qualitative factors, the fair value of the reporting unit may more likely than not be less than carrying amount, a quantitative impairment test would be required. Management estimates the fair value of reporting units considering the use of various valuation techniques, with the primary technique being an income approach (discounted cash flow method). Management includes assumptions about sales growth, operating margins, discount rates and valuation multiples which consider budgets, business plans, economic projections and marketplace data. During the third quarter of fiscal 2025, the Company’s Beef reporting unit experienced lower than anticipated supply of market-ready cattle and an increased carrying value primarily associated with higher cattle costs. Management determined the fair value of the Beef reporting unit was more likely than not less than the carrying value and performed a quantitative assessment. Based on the quantitative assessment, the Company recognized a $343 million impairment to fully impair its remaining goodwill.

The principal considerations for our determination that performing procedures relating to the interim goodwill impairment assessment of the Beef reporting unit are (i) the significant judgment by management when developing the fair value estimate of the reporting unit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to sales growth, operating margin, and discount rate, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s interim goodwill impairment assessment, including controls over the valuation of the Beef reporting unit. These procedures also included, among others, (i) testing management’s process for developing the fair value estimate of the Beef reporting unit; (ii) evaluating the appropriateness of the discounted cash flow method used by management; (iii) testing the completeness and accuracy of underlying data used in the discounted cash flow method; and (iv) evaluating the reasonableness of management’s significant assumptions related to sales growth, operating margin, and discount rate. Evaluating management’s assumptions related to sales growth and operating margin involved evaluating whether the assumptions used were reasonable considering (i) the current and past performance of the reporting unit; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow method and (ii) the reasonableness of the sales growth and discount rate assumptions.

/s/ PricewaterhouseCoopers LLP

Springdale, Arkansas

November 10, 2025

We have served as the Company’s auditor since 2009.

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