Cover and table of contents

9K characters. Original on sec.gov · Markdown

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended December 31, 2022

or

☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

tsn-20221231_g1.jpg

001-14704

(Commission File Number)

______________________________________________

TYSON FOODS, INC.

(Exact name of registrant as specified in its charter)

______________________________________________

Delaware71-0225165
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
2200 West Don Tyson Parkway,
Springdale,Arkansas72762-6999
(Address of Principal Executive Offices)(Zip Code)
(479)290-4000
(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

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

Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Class A Common StockPar Value$0.10TSNNew York Stock Exchange

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

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

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

Large Accelerated Filer☒Accelerated Filer☐
Non-Accelerated Filer☐Smaller Reporting Company☐
Emerging Growth Company☐

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of December 31, 2022.

ClassOutstanding Shares
Class A Common Stock, $0.10 Par Value (Class A stock)285,615,602
Class B Common Stock, $0.10 Par Value (Class B stock)70,010,355

Class B stock is not listed for trading on any exchange or market system. However, Class B stock is convertible into Class A stock on a share-for-share basis.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

PAGE
Item 1.Financial Statements
Consolidated Condensed Statements of Income for the Three Months Ended December 31, 2022 and January 1, 20221
Consolidated Condensed Statements of Comprehensive Income for the Three Months Ended December 31, 2022 and January 1, 20222
Consolidated Condensed Balance Sheets as of December 31, 2022, and October 1, 20223
Consolidated Condensed Statements of Shareholders’ Equity for the Three Months Ended December 31, 2022 and January 1, 20224
Consolidated Condensed Statements of Cash Flows for the Three Months Ended December 31, 2022 and January 1, 20225
Notes to Consolidated Condensed Financial Statements6
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations23
Item 3.Quantitative and Qualitative Disclosures About Market Risk34
Item 4.Controls and Procedures36

PART II. OTHER INFORMATION

Item 1.Legal Proceedings37
Item 1A.Risk Factors37
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds38
Item 3.Defaults Upon Senior Securities38
Item 4.Mine Safety Disclosures38
Item 5.Other Information38
Item 6.Exhibits39
SIGNATURES40

PART I. FINANCIAL INFORMATION

Next: Item 1. Financial Statements