Tyson Foods 10-Q 2023-12-30

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 30, 2023

or

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

For the transition period from to

001-14704

(Commission File Number)

______________________________________________

TYSON FOODS, INC.

(Exact name of registrant as specified in its charter)

______________________________________________

			Delaware									71-0225165
			(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)
			2200 West Don Tyson Parkway,
			Springdale,			Arkansas						72762-6999
			(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 Class									Trading Symbol			Name of Each Exchange on Which Registered
Class A Common Stock			Par Value			$0.10			TSN			New 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 30, 2023.

Class						Outstanding Shares
Class A Common Stock, $0.10 Par Value (Class A stock)						286,339,323
Class B Common Stock, $0.10 Par Value (Class B stock)						70,009,005

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 30, 2023, and December 31, 2022			1
			Consolidated Condensed Statements of Comprehensive Income for the Three Months Ended December 30, 2023, and December 31, 2022			2
			Consolidated Condensed Balance Sheets as of December 30, 2023, and September 30, 2023			3
			Consolidated Condensed Statements of Shareholders’ Equity for the Three Months Ended December 30,2023, and December 31, 2022			4
			Consolidated Condensed Statements of Cash Flows for the Three Months Ended December 30, 2023, and December 31, 2022			5
			Notes to Consolidated Condensed Financial Statements			6
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			25
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			35
Item 4.			Controls and Procedures			36

PART II. OTHER INFORMATION

Item 1.			Legal Proceedings			37
Item 1A.			Risk Factors			37
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			37
Item 3.			Defaults Upon Senior Securities			38
Item 4.			Mine Safety Disclosures			38
Item 5.			Other Information			38
Item 6.			Exhibits			38
SIGNATURES						40

PART I. FINANCIAL INFORMATION

TYSON FOODS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF INCOME

(In millions, except per share data)

(Unaudited)

			Three Months Ended
			December 30, 2023						December 31, 2022
Sales			$	13,319					$	13,260
Cost of Sales			12,496						12,292
Gross Profit			823						968
Selling, General and Administrative			592						501
Operating Income			231						467
Other (Income) Expense:
Interest income			(10)						(9)
Interest expense			105						84
Other, net			(25)						(42)
Total Other (Income) Expense			70						33
Income before Income Taxes			161						434
Income Tax Expense			47						114
Net Income			114						320
Less: Net Income Attributable to Noncontrolling Interests			7						4
Net Income Attributable to Tyson			$	107					$	316
Net Income Per Share Attributable to Tyson:
Class A Basic			$	0.31					$	0.91
Class B Basic			$	0.28					$	0.81
Diluted			$	0.30					$	0.88

See accompanying Notes to Consolidated Condensed Financial Statements.

TYSON FOODS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

(Unaudited)

			Three Months Ended
			December 30, 2023						December 31, 2022
Net Income			$	114					$	320
Other Comprehensive Income (Loss), Net of Taxes:
Derivatives accounted for as cash flow hedges			—						1
Investments			2						—
Currency translation			58						81
Postretirement benefits			3						—
Total Other Comprehensive Income (Loss), Net of Taxes			63						82
Comprehensive Income			177						402
Less: Comprehensive Income Attributable to Noncontrolling Interests			15						4
Comprehensive Income Attributable to Tyson			$	162					$	398

See accompanying Notes to Consolidated Condensed Financial Statements.

TYSON FOODS, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

(In millions, except share and per share data)

(Unaudited)

			December 30, 2023						September 30, 2023
Assets
Current Assets:
Cash and cash equivalents			$	1,484					$	573
Accounts receivable, net			2,263						2,476
Inventories			5,087						5,328
Other current assets			382						345
Total Current Assets			9,216						8,722
Net Property, Plant and Equipment			9,672						9,634
Goodwill			9,885						9,878
Intangible Assets, net			6,046						6,098
Other Assets			1,927						1,919
Total Assets			$	36,746					$	36,251
Liabilities and Shareholders’ Equity
Current Liabilities:
Current debt			$	1,308					$	1,895
Accounts payable			2,623						2,594
Other current liabilities			2,241						2,010
Total Current Liabilities			6,172						6,499
Long-Term Debt			8,370						7,611
Deferred Income Taxes			2,302						2,308
Other Liabilities			1,614						1,578
Commitments and Contingencies (Note 15)
Shareholders’ Equity:
Common stock ($0.10 par value):
Class A-authorized 900 million shares, issued 378 million shares			38						38
Convertible Class B-authorized 900 million shares, issued 70 million shares			7						7
Capital in excess of par value			4,526						4,560
Retained earnings			18,693						18,760
Accumulated other comprehensive gain (loss)			(205)						(260)
Treasury stock, at cost – 91 million shares at December 30, 2023 and 92 million shares at September 30, 2023			(4,909)						(4,972)
Total Tyson Shareholders’ Equity			18,150						18,133
Noncontrolling Interests			138						122
Total Shareholders’ Equity			18,288						18,255
Total Liabilities and Shareholders’ Equity			$	36,746					$	36,251

See accompanying Notes to Consolidated Condensed Financial Statements.

TYSON FOODS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In millions)

(Unaudited)

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OBJECTIVE

The following discussion provides an analysis of the Company’s financial condition, cash flows and results of operations from management’s perspective and should be read in conjunction with the consolidated condensed financial statements and notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q and within the Company’s Annual Report on Form 10-K filed for the fiscal year ended September 30, 2023. Our objective is to also provide discussion of events and uncertainties known to management that are reasonably likely to cause reported financial information not to be indicative of future operating results or of future financial condition and to offer information that provides understanding of our financial condition, cash flows and results of operations.

RESULTS OF OPERATIONS

Description of the Company

We are one of the world’s largest food companies and a recognized leader in protein. Founded in 1935 by John W. Tyson and grown under four generations of family leadership, the Company has a broad portfolio of products and brands including Tyson®, Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, Aidells®, ibp® and State Fair®. Some of the key factors influencing our business are customer demand for our products; the ability to maintain and grow relationships with customers and introduce new and innovative products to the marketplace; accessibility of international markets; market prices for our products; the cost and availability of live cattle and hogs, raw materials and feed ingredients; availability of team members to operate our production facilities; and operating efficiencies of our facilities.

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 Australia, China, Malaysia, Mexico, the Netherlands, South Korea, Thailand and the Kingdom of Saudi Arabia, third-party merger and integration costs and corporate overhead related to Tyson New Ventures, LLC.

Overview

General

Sales increased slightly in the first quarter of fiscal 2024 as increased sales in our Beef segment were partially offset by decreased sales in our Chicken segment. Operating income of $231 million for the first quarter of fiscal 2024 was down 51% as we experienced lower operating income in our Beef segment, partially offset by improved operating income in our Pork and Chicken segments. In the first quarter of fiscal 2024, our operating income was impacted by $75 million in plant closure charges, $73 million in legal contingency accruals and $30 million of restructuring and related charges. In the first quarter of fiscal 2023, our operating income was impacted by $21 million of restructuring and related charges and benefited from $35 million of insurance proceeds, net of costs incurred related to fires at our production facilities.

Market Environment

According to the United States Department of Agriculture, domestic protein production (beef, pork, chicken and turkey) increased slightly in the first quarter of fiscal 2024 as compared to the same period in fiscal 2023. The Beef segment experienced reduced supply of market-ready cattle and increased cattle costs. Additionally, uncertainty exists regarding the timing of the anticipated cattle herd rebuilding. The Pork segment experienced sufficient supply and reduced hog costs. The Chicken segment experienced reduced feed ingredient costs. The Prepared Foods segment experienced decreased raw material costs primarily due to lower meat costs. Additionally, the conflict between Ukraine and Russia has led to economic sanctions against Russia and certain regions of Ukraine and Belarus. However, the conflict is still ongoing and there are many risks and uncertainties in relation to the conflict that are outside of our control. Furthermore, the ongoing conflict in the Middle East escalated during the first quarter of fiscal 2024 creating economic and political uncertainty within the region. As of December 30, 2023, the impact of these conflicts have not had a material direct impact on our financial performance. If these conflicts escalate further, impact additional regions or countries, or additional economic sanctions are imposed, it could have a material impact on our business operations and financial performance.

The Federal Reserve has increased interest rates, and may continue to increase interest rates or maintain elevated interest rates in the near term. Our direct exposure to elevated interest rates is somewhat tempered given our strong liquidity position in addition to our current debt structure in which most of our borrowings have fixed interest rates. At December 30, 2023, we had $3.7 billion of liquidity and our current debt was $1.3 billion. Should we need to issue additional debt or borrow under our existing revolving credit facility, we may be exposed to higher interest rates than our current outstanding borrowings.

Margins

Our total operating margin was 1.7% in the first quarter of fiscal 2024. Operating margins by segment were as follows:

• Beef – (4.1)%

• Pork – 2.6%

• Chicken – 4.4%

• Prepared Foods – 9.6%

Strategy

Our strategy is to sustainably feed the world with the fastest growing protein brands. We intend to achieve our strategy as we: grow our business by delivering superior value to consumers and customers; deliver fuel for growth and returns through commercial, operational and financial excellence; and sustain our Company and our world for future generations.

In the fourth quarter of fiscal 2022, the Company approved a restructuring program, the 2022 Program, which is expected to improve business performance, increase collaboration, enhance team member agility, enable faster decision-making and reduce redundancies. We recognized $30 million and $21 million of pretax charges in the three months ended December 30, 2023 and December 31, 2022, respectively, associated with the 2022 Program consisting of severance related costs, relocation and related costs, accelerated depreciation, contract and lease termination and professional and other fees. The Company currently anticipates the 2022 Program will result in cumulative pretax charges of approximately $238 million. As the Company continues to evaluate its business strategies and long-term growth targets, additional restructuring activities may occur. The following tables set forth the pretax impact of restructuring and related charges in the Consolidated Condensed Statements of Income and the pretax impact by our reportable segments. For further description refer to Part I, Item 1, Notes to the Consolidated Condensed Financial Statements, Note 6: Restructuring and Related Charges (in millions).

			Three Months Ended
			December 30, 2023			December 31, 2022
Cost of Sales			$	3		$	8
Selling, General and Administrative			27			13
Total Restructuring and related charges, pretax			$	30		$	21

			Three Months Ended															2022 Program charges to date						Total estimated
			December 30, 2023			December 31, 2022												December 30, 2023						2022 Program charges
Beef			$	4		$	5											$	53					$	55
Pork			1			2												17						18
Chicken			4			1												26						28
Prepared Foods			21			8												106						115
International/Other			—			5												18						22
Total Restructuring and related charges, pretax			$	30		$	21											$	220					$	238

Summary of Results

Sales

in millions			Three Months Ended
			December 30, 2023						December 31, 2022
Sales			$	13,319					$	13,260
Change in sales volume			—		%
Change in average sales price			0.4		%
Sales growth			0.4		%

First quarter – Fiscal 2024 vs Fiscal 2023

• Sales Volume** – Volumes were essentially flat, accounting for a $2 million decrease in sales as increased sales volume in our Pork and Prepared Foods segments was offset by decreased sales volume in our Beef and Chicken segments.

• Average Sales Price** – Sales were positively impacted by higher average sales prices, which accounted for an increase of $61 million, driven by increased pricing in our Beef segment, partially offset by lower average sales prices in our Pork, Chicken and Prepared Foods segments.

Cost of Sales

in millions			Three Months Ended
			December 30, 2023						December 31, 2022
Cost of sales			$	12,496					$	12,292
Gross profit			823						968
Cost of sales as a percentage of sales			93.8		%				92.7		%

First quarter – Fiscal 2024 vs Fiscal 2023

• Cost of sales increased $204 million. Lower sales volume decreased cost of sales $2 million while higher input cost per pound increased cost of sales $206 million.

• The $206 million impact of higher input cost per pound was impacted by:

• Increase in cattle costs of approximately $575 million in our Beef segment.

• Increase of $75 million due to costs associated with plant closures.

• Increase of $73 million related to the recognition of legal contingency accruals in our Beef and Pork segments.

• Increase of $56 million related to inventory lower of cost or net realizable value adjustments in our Beef segment incurred in the first quarter of fiscal 2024.

• Increase of $42 million in our Beef segment from insurance proceeds received in the first quarter of fiscal 2023 related to the fire at our production facility in the fourth quarter of fiscal 2019.

• Increase of $26 million in International/Other from costs related to a production facility fire in Europe.

• Increase due to net derivative losses of $5 million in the first quarter of fiscal 2024, compared to net derivative gains of $12 million in the first quarter of fiscal 2023 due to our risk management activities. These amounts exclude offsetting impacts from related physical purchase transactions, which are included in the change in live cattle and hog costs and raw material and feed ingredient costs described herein.

• Decrease of approximately $170 million in our Chicken segment related to decreased feed ingredient costs.

• Decrease in hog costs of approximately $105 million in our Pork segment.

• Decrease in freight and transportation costs of approximately $90 million.

• Decrease in raw material and other input costs of approximately $55 million in our Prepared Foods segment.

• Decrease of $31 million in our Chicken segment from insurance proceeds, net of costs, related to a production facility fire in the fourth quarter of fiscal 2021.

• Remaining decrease in costs across all of our segments primarily driven by net impacts on average cost per pound from mix changes in addition to savings from our productivity program.

Selling, General and Administrative

in millions			Three Months Ended
			December 30, 2023						December 31, 2022
Selling, general and administrative expense			$	592					$	501
As a percentage of sales			4.4		%				3.8		%

First quarter – Fiscal 2024 vs Fiscal 2023

• Increase of $91 million in selling, general and administrative was primarily driven by:

• Increase of $50 million in employee costs primarily from incentive-based compensation.

• Increase of $17 million in technology related costs.

• Increase of $17 million in professional fees.

• Increase of $14 million in restructuring and related costs.

Interest Expense

in millions			Three Months Ended
			December 30, 2023						December 31, 2022
			$	105					$	84

First quarter – Fiscal 2024 vs Fiscal 2023

• The increase in interest expense for the three months ended December 30, 2023 was primarily due to interest expense on the balance of our term loan facilities.

Other (Income) Expense, net

in millions			Three Months Ended
			December 30, 2023						December 31, 2022
Total other (income) expense, net			$	(25)					$	(42)

First quarter – Fiscal 2024

• Included $19 million of foreign exchange gains and $10 million related to an amendment of a postretirement benefit plan.

First quarter – Fiscal 2023

• Included $15 million of joint venture earnings and $25 million of foreign exchange gains.

Effective Tax Rate

			Three Months Ended
			December 30, 2023						December 31, 2022
			29.4		%				26.1		%

First quarter – Fiscal 2024 vs Fiscal 2023

• The effective tax rates for both periods were increased by state taxes and net unfavorable permanent book-to-tax differences, partially offset by various tax benefits; however, the relatively lower level of pretax income in the first quarter of fiscal 2024 resulted in a higher effective tax rate compared to the first quarter of fiscal 2023.

Net Income Attributable to Tyson

in millions, except per share data			Three Months Ended
			December 30, 2023						December 31, 2022
Net income attributable to Tyson			$	107					$	316
Net income attributable to Tyson – per diluted share			0.30						0.88

First quarter – Fiscal 2024 – Net income attributable to Tyson included the following items:

• $75 million pretax, or ($0.16) per diluted share, of charges related to plant closures.

• $73 million pretax, or ($0.16) per diluted share, related to the recognition of a legal contingency accrual.

• $30 million pretax, or ($0.06) per diluted share, of restructuring and related charges.

• $1 million pretax, or ($0.01) per diluted share, of production facilities fire insurance proceeds, net of costs incurred.

First quarter – Fiscal 2023 – Net income attributable to Tyson included the following items:

• $35 million pretax, or $0.07 per diluted share, of production facilities fire insurance proceeds, net of costs incurred.

• $21 million pretax, or ($0.04) per diluted share, of restructuring and related charges.

Segment Results

We operate in four segments: Beef, Pork, Chicken, and Prepared Foods. The following table is a summary of sales and operating income (loss), which is how we measure segment profit.

in millions			Sales
			Three Months Ended
			December 30, 2023						December 31, 2022
Beef			$	5,023					$	4,723
Pork			1,517						1,529
Chicken			4,033						4,263
Prepared Foods			2,543						2,538
International/Other			582						612
Intersegment sales			(379)						(405)
Total			$	13,319					$	13,260

in millions			Operating Income (Loss)
			Three Months Ended
			December 30, 2023						December 31, 2022
Beef			$	(206)					$	166
Pork			39						(21)
Chicken			177						69
Prepared Foods			243						258
International/Other			(22)						(5)
Total			$	231					$	467

Beef Segment Results

in millions			Three Months Ended
			December 30, 2023						December 31, 2022						Change
Sales			$	5,023					$	4,723					$	300
Sales volume change															(4.1)		%
Average sales price change															10.5		%
Operating income (loss)			$	(206)					$	166					$	(372)
Operating margin			(4.1)		%				3.5		%

First quarter – Fiscal 2024 vs Fiscal 2023

• Sales Volume** - Sales volume decreased due to lower availability of market-ready cattle.

• Average Sales Price** - Average sales price increased primarily due to increased input costs.

• Operating Income (Loss)** - Operating income decreased primarily due to compressed beef margins as well as $56 million for an inventory lower of cost or net realizable value adjustment, a $45 million legal contingency accrual and $40 million of costs related to plant closures. Operating income for the first quarter of fiscal 2023 benefited from $42 million of insurance proceeds related to a fire at a production facility in 2019.

Pork Segment Results

in millions			Three Months Ended
			December 30, 2023						December 31, 2022						Change
Sales			$	1,517					$	1,529					$	(12)
Sales volume change															7.7		%
Average sales price change															(8.5)		%
Operating income (loss)			$	39					$	(21)					$	60
Operating margin			2.6		%				(1.4)		%

First quarter – Fiscal 2024 vs Fiscal 2023

• Sales Volume** - Sales volume increased due to improved market conditions and increased domestic availability of market-ready hogs.

• Average Sales Price** - Average sales price decreased due to lower hog costs.

• Operating Income (Loss)** - Operating income increased due to improved pork margins, partially offset by a $28 million legal contingency accrual.

Chicken Segment Results

in millions			Three Months Ended
			December 30, 2023						December 31, 2022						Change
Sales			$	4,033					$	4,263					$	(230)
Sales volume change															(1.5)		%
Average sales price change															(3.9)		%
Operating income			$	177					$	69					$	108
Operating margin			4.4		%				1.6		%

First quarter – Fiscal 2024 vs Fiscal 2023

• Sales Volume** - Sales volume decreased primarily due to reduced domestic production, partially offset by the sell-through of inventory.

• Average Sales Price** - Average sales price decreased due to the impact of lower commodity protein prices.

• Operating Income** - Operating income increased due to improved operational efficiencies and a $170 million reduction in feed ingredient costs, partially offset by lower average sales price. Additionally, operating income in the first quarter of fiscal 2024 was impacted by $35 million in plant closure charges, offset by $24 million of insurance proceeds, net of costs incurred associated with a production facility fire in the fourth quarter of fiscal 2021. Operating income for the first quarter of fiscal 2023 benefited from $20 million of net derivative gains and was impacted by $7 million of costs, net of insurance proceeds, associated with a production facility fire in the fourth quarter of fiscal 2021.

Prepared Foods Segment Results

in millions			Three Months Ended
			December 30, 2023						December 31, 2022						Change
Sales			$	2,543					$	2,538					$	5
Sales volume change															2.5		%
Average sales price change															(2.3)		%
Operating income			$	243					$	258					$	(15)
Operating margin			9.6		%				10.2		%

First quarter – Fiscal 2024 vs Fiscal 2023

• Sales Volume** – Sales volume increase due to the acquisition of Williams Sausage Company in the third quarter of 2023 and increased foodservice volumes.

• Average Sales Price** – Average sales price decreased primarily due to sales mix.

• Operating Income** – Operating income decreased due to lower average sales price, increased marketing, advertising and promotion spend and $21 million of restructuring and related costs, partially offset by a $55 million reduction in raw material costs.

International/Other Results

in millions			Three Months Ended
			December 30, 2023						December 31, 2022						Change
Sales			$	582					$	612					$	(30)
Operating income (loss)			(22)						(5)						(17)

First quarter – Fiscal 2024 vs Fiscal 2023

• Sales** – Sales were negatively impacted by lower volume in Malaysia and unfavorable sales mix across the Asia-Pacific region and China due to macroeconomic headwinds, which were partially offset by volume increases in the other regions.

• Operating Income (Loss)** – Operating income decreased primarily due to a production facility fire in Europe in the first quarter of fiscal 2024.

LIQUIDITY AND CAPITAL RESOURCES

Our cash needs for working capital, capital expenditures, growth opportunities, repurchases of senior notes, repayment of maturing debt, the payment of dividends and share repurchases are expected to be met with current cash on hand, cash flows provided by operating activities or short-term borrowings. Based on our current expectations, we believe our liquidity and capital resources will be sufficient to operate our business. However, we may take advantage of opportunities to generate additional liquidity or refinance existing debt through capital market transactions. The amount, nature and timing of any capital market transactions will depend on our operating performance and other circumstances; our then-current commitments and obligations; the amount, nature and timing of our capital requirements; any limitations imposed by our current credit arrangements; and overall market conditions.

Cash Flows from Operating Activities

in millions			Three Months Ended
			December 30, 2023						December 31, 2022
Net income			$	114					$	320
Non-cash items in net income:
Depreciation and amortization			373						303
Deferred income taxes			(14)						8
Other, net			129						68
Net changes in operating assets and liabilities			698						63
Net cash provided by operating activities			$	1,300					$	762

• The increase in net cash provided by operating activities was primarily due to decreases in annual incentive payments, inventory and accounts receivable, partially offset by lower earnings as a result of operations and a decrease in insurance proceeds received.

Cash Flows from Investing Activities

in millions			Three Months Ended
			December 30, 2023						December 31, 2022
Additions to property, plant and equipment			$	(354)					$	(589)
Proceeds from sale of (purchases of) marketable securities, net			(1)						—
Acquisition, net of cash acquired			—						(39)
Acquisition of equity investments			(26)						(36)
Other, net			3						(5)
Net cash used for investing activities			$	(378)					$	(669)

• Additions to property, plant and equipment included spending for production growth, safety and animal well-being, new equipment, infrastructure replacements and upgrades to maintain competitive standing and position us for future opportunities.

• We expect capital expenditures between $1 billion and $1.5 billion for fiscal 2024. Capital expenditures include investments in profit improvement projects as well as projects for maintenance and repair. This includes completion of capacity expansion projects as well as new equipment, automation technology and processes for product innovation.

• Acquisition, net of cash acquired for the three months ended December 31, 2022 included our 60% equity stake in Supreme Foods Processing Company, a producer and distributor of value-added and cooked chicken and beef products.

Cash Flows from Financing Activities

in millions			Three Months Ended
			December 30, 2023						December 31, 2022
Proceeds from issuance of debt			$	771					$	54
Payments on debt			(32)						(58)
Proceeds from issuance of commercial paper			1,649						—
Repayments of commercial paper			(2,240)						—
Purchases of Tyson Class A common stock			(13)						(313)
Dividends			(171)						(169)
Stock options exercised			7						4
Other, net			3						—
Net cash used for financing activities			$	(26)					$	(482)

• During the first three months of fiscal 2024, proceeds from issuance of debt included $750 million of proceeds from the term loan facility due May 2028.

• Purchases of Tyson Class A stock included:

• $300 million of cash paid for shares repurchased pursuant to our share repurchase program during the three months ended December 31, 2022.

• $13 million of shares repurchased to fund certain obligations under our equity compensation programs during each of the three months ended December 30, 2023 and December 31, 2022.

• Dividends paid during the three months ended December 30, 2023 reflected a 2% increase to our fiscal 2023 quarterly dividend rate.

Liquidity

in millions
			Commitments Expiration Date						Facility Amount						Outstanding Letters of Credit (no draw downs)						Amount Borrowed						Amount Available at December 30, 2023
Cash and cash equivalents																											$	1,484
Short-term investments																											15
Term loan facility			May 2026						$	1,000					$	—					$	1,000					—
Term loan facility			May 2028						750						—						750						—
Revolving credit facility			September 2026						2,250						—						—						2,250
Commercial paper																											—
Total liquidity																											$	3,749

• Liquidity includes cash and cash equivalents, short-term investments and availability under our revolving credit and term loan facilities, less the outstanding commercial paper balance.

• At December 30, 2023, we had current debt of $1,308 million, which we intend to pay with cash generated from our operating activities and other existing or new liquidity sources.

• In the first quarter of fiscal 2024, we borrowed the full $750 million available under the term loan facility due May 2028 to repay $592 million of outstanding commercial paper obligations and for general corporate purposes.

• The revolving credit facility supports our short-term funding needs and also serves to backstop our commercial paper program. We had no borrowings under the revolving credit facility during the three months ended December 30, 2023. Under the terms of the facility, we have the option to establish incremental commitment increases of up to $500 million if certain conditions are met.

• We expect net interest expense to approximate $400 million for fiscal 2024.

• Our current ratio was 1.5 to 1 at December 30, 2023 and 1.3 to 1 at September 30, 2023. The increase in fiscal 2024 is primarily due to increased cash and cash equivalents.

• At December 30, 2023, approximately $563 million of our cash was held in the accounts of our foreign subsidiaries. Generally, we do not rely on the foreign cash as a source of funds to support our ongoing domestic liquidity needs. We manage our worldwide cash requirements by reviewing available funds among our foreign subsidiaries and the cost effectiveness with which those funds can be accessed. We intend to repatriate excess cash (net of applicable withholding taxes) not subject to regulatory requirements and to indefinitely reinvest outside of the United States the remainder of cash held by foreign subsidiaries. We do not expect the regulatory restrictions or taxes on repatriation to have a material effect on our overall liquidity, financial condition or the results of operations for the foreseeable future.

Capital Resources

Credit and Term Loan Facilities

Cash flows from operating activities and cash on hand are our primary sources of liquidity for funding debt service, capital expenditures, dividends and share repurchases. We also have a revolving credit facility, with a committed capacity of $2.25 billion, to provide additional liquidity for working capital needs and to backstop our commercial paper program. Additionally, we have $1.75 billion in committed term loan facilities of which the full $1.75 billion was drawn upon as of December 30, 2023.

At December 30, 2023, amounts available for borrowing under our revolving credit and term loan facilities totaled $2.25 billion. Our revolving credit facility is funded by a syndicate of 20 banks, with commitments ranging from $35 million to $175 million per bank.

Commercial Paper Program

Our commercial paper program provides a low-cost source of borrowing to fund general corporate purposes including working capital requirements. The maximum borrowing capacity under the commercial paper program is $1.5 billion. The maturities of the notes may vary, but may not exceed 397 days from the date of issuance. As of December 30, 2023, we had no commercial paper outstanding under this program. Our ability to access commercial paper in the future may be limited or its costs increased.

Credit Ratings

Term Loan Facility due May 2028

Standard & Poor’s Rating Services’, a Standard & Poor’s Financial Services LLC business (“S&P”), applicable rating is “BBB”. Moody’s Investor Service, Inc.’s (“Moody’s”) applicable rating is “Baa2”. The below table outlines the commitment fee on any unused borrowing capacity and the borrowing spread on the outstanding principal balance of our term loan facility due May 2028 that corresponds to the applicable ratings levels from S&P and Moody’s.

Ratings Level (Moody’s/S&P)			Commitment Fee			Borrowing Spread
Baal/BBB+ or above			0.100		%	1.625		%
Baa2/BBB (current level)			0.125		%	1.750		%
Baa3/BBB- or lower			0.175		%	1.875		%

Term Loan Facility due May 2026

S&P applicable rating is “BBB” and Moody’s applicable rating is “Baa2”. The below table outlines the borrowing spread on the outstanding principal balance of our term loan facility due May 2026 that corresponds to the applicable ratings levels from S&P and Moody’s.

Ratings Level (Moody’s/S&P)			Borrowing Spread
A2/A or above			0.875		%
A3/A-			1.000		%
Baal/BBB+			1.125		%
Baa2/BBB (current level)			1.250		%
Baa3/BBB- or lower			1.375		%

Revolving Credit Facility

S&P applicable rating is “BBB” and Moody’s applicable rating is “Baa2”. The below table outlines the fees paid on the unused portion of the facility (“Facility Fee Rate”) and letter of credit fees and borrowings (“All-in Borrowing Spread”) that corresponds to the applicable ratings levels from S&P and Moody’s.

Ratings Level (Moody’s/S&P)			Facility Fee Rate			All-in Borrowing Spread
A2/A or above			0.070		%	0.875		%
A3/A-			0.090		%	1.000		%
Baal/BBB+			0.100		%	1.125		%
Baa2/BBB (current level)			0.125		%	1.250		%
Baa3/BBB- or lower			0.175		%	1.375		%

In the event the rating levels fall within different levels, the applicable rate will be based upon the higher of the two Levels or, if there is more than a one-notch split between the two Levels, then the Applicable Rate will be based upon the Level that is one Level below the higher Level.

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 December 30, 2023, and we expect that we will maintain compliance.

RECENTLY ISSUED/ADOPTED ACCOUNTING PRONOUNCEMENTS

Refer to the discussion of recently issued/adopted accounting pronouncements under Part I, Item 1, Notes to Consolidated Condensed Financial Statements, Note 1: Accounting Policies.

CRITICAL ACCOUNTING ESTIMATES

We consider accounting policies related to: contingent liabilities; revenue recognition; accrued self-insurance; defined benefit pension plans; impairment of long-lived assets and definite life intangibles; impairment of goodwill and indefinite life intangible assets; business combinations; and income taxes to be critical accounting estimates. These policies are summarized in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023. Refer to Part I, Item 1, Notes to Consolidated Condensed Financial Statements, Note 1: Accounting Policies, for updates to our significant accounting policies during the three months ended December 30, 2023. These critical accounting policies require us to make estimates and assumptions that affect the amounts reported in the consolidated condensed financial statements and accompanying notes.

Our qualitative assessment for the first quarter of fiscal 2024 did not indicate that it was more likely than not the fair value of any of our reporting units or indefinite lived intangibles was less than the carrying amount, and as such, no quantitative test was deemed necessary. We consider reporting units and indefinite lived intangibles that have 20% or less excess fair value over carrying amount to have a heightened risk of impairment. The following reporting units and indefinite lived intangibles were considered at heightened risk of impairment as of the date of the most recent estimated fair value determination, which was in the fourth quarter of fiscal 2023: our Chicken segment reporting units, our Beef reporting unit and our Pork reporting unit with goodwill totaling $3.1 billion, $0.3 billion and $0.4 billion, respectively, and two Prepared Foods brands with carrying values of $0.5 billion and $0.3 billion.

We continuously evaluate the changing macroeconomic conditions including inflationary pressures, rising interest rates, demand outlook and export markets as well as the Company's market capitalization. Our reporting units with heightened risk of future impairments with $3.8 billion carrying value, as well as a brand with $0.5 billion carrying value, all had less than 10% of excess fair value above carrying value as of the date of the most recent estimated fair value determination. Consequently, their estimated fair values remain highly sensitive to future discount rate increases, changing macroeconomic conditions and achievement of projected long-term operating margins. Although our remaining reporting units and indefinite life intangible assets generally had more than 20% excess fair value over carrying amount as of the date of the most recent estimated fair value determination, they are also susceptible to impairments if any assumptions, estimates, or market factors significantly change in the future.

CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION FOR THE PURPOSE OF “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Certain information in this report constitutes forward-looking statements. Such forward-looking statements include, but are not limited to, current views and estimates of our outlook for fiscal 2024, other future economic circumstances, industry conditions in domestic and international markets, our performance and financial results (e.g., debt levels, return on invested capital, value-added product growth, capital expenditures, tax rates, access to foreign markets and dividend policy). These forward-looking statements are subject to a number of factors and uncertainties that could cause our actual results and experiences to differ materially from anticipated results and expectations expressed in such forward-looking statements. We wish to caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date made. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Among the factors that may cause actual results and experiences to differ from anticipated results and expectations expressed in such forward-looking statements are the following: (i) global pandemics have had, and may in the future have, an adverse impact on our business and operations; (ii) the effectiveness of restructuring or financial excellence programs; (iii) access to foreign markets together with foreign economic conditions, including currency fluctuations, import/export restrictions and foreign politics; (iv) cyber attacks, other cyber incidents, security breaches or other disruptions of our information technology systems; (v) risks associated with our failure to consummate favorable acquisition transactions or integrate certain acquisitions’ operations; (vi) the Tyson Limited Partnership’s ability to exercise significant control over the Company; (vii) fluctuations in the cost and availability of inputs and raw materials, such as live cattle, live swine, feed grains (including corn and soybean meal) and energy; (viii) market conditions for finished products, including competition from other global and domestic food processors, supply and pricing of competing products and alternative proteins and demand for alternative proteins; (ix) outbreak of a livestock disease (such as African swine fever (ASF), avian influenza (AI) or bovine spongiform encephalopathy (BSE)), which could have an adverse effect on livestock we own, the availability of livestock we purchase, consumer perception of certain protein products or our ability to conduct our operations; (x) changes in consumer preference and diets and our ability to identify and react to consumer trends; (xi) effectiveness of advertising and marketing programs; (xii) significant marketing plan changes by large customers or loss of one or more large customers; (xiii) our ability to leverage brand value propositions; (xiv) changes in availability and relative costs of labor and contract farmers and our ability to maintain good relationships with team members, labor unions, contract farmers and independent producers providing us livestock, including as a result of our relocation of certain corporate team members to our world headquarters in Springdale, Arkansas; (xv) issues related to food safety, including costs resulting from product recalls, regulatory compliance and any related claims or litigation; (xvi) the effect of climate change and any legal or regulatory response thereto; (xvii) compliance with and changes to regulations and laws (both domestic and foreign), including changes in accounting standards, tax laws, environmental laws, agricultural laws and occupational, health and safety laws; (xviii) adverse results from litigation; (xix) risks associated with leverage, including cost increases due to rising interest rates or changes in debt ratings or outlook; (xx) impairment in the carrying value of our goodwill or indefinite life intangible assets; (xxi) our participation in a multiemployer pension plan; (xxii) volatility in capital markets or interest rates; (xxiii) risks associated with our commodity purchasing activities; (xxiv) the effect of, or changes in, general economic conditions; (xxv) impacts on our operations caused by factors and forces beyond our control, such as natural disasters, fire, bioterrorism, pandemics, armed conflicts or extreme weather; (xxvi) failure to maximize or assert our intellectual property rights; (xxvii) effects related to changes in tax rates, valuation of deferred tax assets and liabilities, or tax laws and their interpretation; and (xxviii) those factors discussed within Item 1, Item 1A and Item 7 of our Annual Report on Form 10-K for the year ended September 30, 2023 and our other periodic filings with the SEC.

Market risk relating to our operations results primarily from changes in commodity prices, interest rates and foreign exchange rates, as well as credit risk concentrations. To address certain of these risks, we enter into various derivative transactions as described below. 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. The ineffective portion of an instrument’s change in fair value is recognized immediately.

Further, we hold certain positions, primarily in grain and livestock futures that either do not meet the criteria for hedge accounting or are not designated as hedges. With the exception of normal purchases and normal sales that are expected to result in physical delivery, we record these positions at fair value, and the unrealized gains and losses are reported in earnings at each reporting date.

The sensitivity analyses presented below are the measures of potential changes in fair value resulting from hypothetical changes in market prices related to commodities. Sensitivity analyses do not consider the actions we may take to mitigate our exposure to changes, nor do they consider the effects such hypothetical adverse changes may have on overall economic activity. Actual changes in market prices may differ from hypothetical changes.

Commodities Risk

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 forwards and options, to reduce the effect of changing prices and as a mechanism to procure the underlying commodity. However, as the commodities underlying our derivative financial instruments can experience significant price fluctuations, any requirement to mark-to-market the positions that have not been designated or do not qualify as hedges could result in volatility in our results of operations. Contract terms of 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 this risk reduction and correlation criteria are recorded using hedge accounting. We generally do not hedge anticipated transactions beyond 18 months. The following table presents a sensitivity analysis resulting from a hypothetical change of 10% in market prices as of December 30, 2023, and September 30, 2023, on the fair value of open positions. The fair value of such positions is a summation of the fair values calculated for each commodity by valuing each net position at quoted forward and option prices. The market risk exposure analysis included both derivatives designated as hedge instruments and derivatives not designated as hedge instruments.

Effect of 10% change in fair value									in millions
			December 30, 2023						September 30, 2023
Livestock:
Live Cattle			$	13					$	68
Lean Hogs			13						10
Grain:
Corn			28						23
Soybean Meal			16						22

Interest Rate Risk

At December 30, 2023, we had variable rate debt of $1,769 million with a weighted average interest rate of 6.9%. A hypothetical 10% increase in interest rates effective at December 30, 2023 would increase annualized interest expense by approximately $12 million.

Additionally, changes in interest rates impact the fair value of our fixed-rate debt. At December 30, 2023, we had fixed-rate debt of $7,909 million with a weighted average interest rate of 4.5%. Market risk for fixed-rate debt is estimated as the potential increase in fair value, resulting from a hypothetical 10% decrease in interest rates. A hypothetical 10% change in interest rates would have changed the fair value of our fixed-rate debt by approximately $204 million at December 30, 2023 and $215 million at September 30, 2023. The fair values of our debt were estimated based on quoted market prices and/or published interest rates.

We are subject to interest rate risk associated with our pension and post-retirement benefit obligations. Changes in interest rates impact the liabilities associated with these benefit plans as well as the amount of income or expense recognized for these plans. Declines in the value of the plan assets could diminish the funded status of the pension plans and potentially increase the requirements to make cash contributions to these plans. See Part II, Item 8, Notes to Consolidated Financial Statements, Note 15: Pensions and Other Postretirement Benefits in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023, for additional information.

Foreign Currency Risk

We have foreign exchange exposure from fluctuations in foreign currency exchange rates primarily as a result of certain receivable and payable balances. The primary currencies we have exposure to are the Australian dollar, the Brazilian real, the British pound sterling, the Canadian dollar, the Chinese renminbi, the European euro, the Malaysian ringgit, the Mexican peso, and the Thai baht. We periodically enter into foreign exchange forward and option contracts to hedge some portion of our foreign currency exposure. A hypothetical 10% change in foreign exchange rates related to the foreign exchange forward and option contracts would have had a $24 million and $17 million impact on pretax income at December 30, 2023, and September 30, 2023 respectively.

Concentration of Credit Risk

Refer to our market risk disclosures set forth in our Annual Report filed on Form 10-K for the fiscal year ended September 30, 2023, for a detailed discussion of quantitative and qualitative disclosures about concentration of credit risks.

Evaluation of Disclosure Controls and Procedures

An evaluation was performed, under the supervision and with the participation of management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “1934 Act”)). Based on that evaluation, the CEO and CFO have concluded that, as of December 30, 2023, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1934 Act) during the quarter ended December 30, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

**Item 1.**Legal Proceedings

Refer to the description of the Broiler Antitrust Civil Litigation, the Broiler Chicken Grower Litigation, the Pork Antitrust Litigation, the Beef Antitrust Litigation and the Wage Rate Litigation under the heading “Commitments and Contingencies” in Part I, Item 1, Notes to Consolidated Condensed Financial Statements, Note 15: Commitments and Contingencies, which discussion is incorporated herein by reference. Other than as set forth below and in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023, there are no additional updates to the legal proceedings involving the Company and/or its subsidiaries.

On June 19, 2005, the Attorney General and the Secretary of the Environment of the State of Oklahoma filed a complaint in the United States District Court for the Northern District of Oklahoma against Tyson Foods, Inc., three subsidiaries and six other poultry integrators. The complaint, which was subsequently amended, asserts a number of state and federal causes of action including, but not limited to, counts under the Comprehensive Environmental Response, Compensation, and Liability Act, Resource Conservation and Recovery Act, and state-law public nuisance theories. Oklahoma alleges that the defendants and certain contract growers who were not joined in the lawsuit polluted the surface waters, groundwater and associated drinking water supplies of the Illinois River Watershed through the land application of poultry litter. Oklahoma’s claims were narrowed through various rulings issued before and during trial and its claims for natural resource damages were dismissed by the district court in a ruling issued on July 22, 2009, which was subsequently affirmed on appeal by the Tenth Circuit Court of Appeals. A non-jury trial of the remaining claims including Oklahoma’s request for injunctive relief began on September 24, 2009. Closing arguments were held on February 11, 2010. On January 18, 2023, the district court entered Findings of Fact and Conclusions of Law in favor of the State of Oklahoma and directed the parties to confer in an attempt to reach an agreement on appropriate remedies by March 17, 2023. On March 17, 2023, the parties received a 90-day extension from the district court and continued to confer on appropriate remedies. On June 12, 2023, the Court ordered the parties to mediation. The parties attended an in-person mediation on October 12, 2023, but were unable to reach a resolution. Defendants subsequently filed a post-trial motion to dismiss, which remains pending.

Other Matters

As of September 30, 2023, we had approximately 139,000 team members and, at any time, have various employment practices matters outstanding. In the aggregate, these matters are important to the Company, and we devote considerable resources to managing employment issues. Additionally, we are subject to other lawsuits, investigations and claims (some of which involve substantial amounts) arising out of the conduct of our business. While the ultimate results of these matters cannot be determined, they are not expected to have a material adverse effect on our consolidated results of operations or financial position.

Our business is subject to a variety of risks and uncertainties. These risks are described in this Quarterly Report on Form 10-Q and elsewhere in our other filings with the SEC, including Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 30, 2023. The risks identified in such reports have not changed in any material respect.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The table below provides information regarding our purchases of Class A stock during the three months ended December 30, 2023.

Period			Total Number of Shares Purchased (2)						Average Price Paid per Share			Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (3)						Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1)
October 1, 2023 to October 28, 2023			62,827						$	47.41		—						7,301,400
October 29, 2023 to December 2, 2023			158,179						47.31			—						7,301,400
December 3, 2023 to December 30, 2023			43,116						51.53			—						7,301,400
Total			264,122						$	48.02		—						7,301,400

(1)On February 7, 2003, we announced that our Board of Directors had approved a program to repurchase up to 25 million shares of outstanding Class A common stock from time to time in open market or privately negotiated transactions. On May 3, 2012, our Board of Directors approved an additional 35 million shares, on January 30, 2014, our Board of Directors approved an additional 25 million shares and on February 4, 2016, our Board of Directors approved an additional 50 million shares, in each case, authorized for repurchase under our share repurchase program. The program has no fixed or scheduled termination date.

(2)We purchased 264,122 shares during the three months ended December 30, 2023 that were not made pursuant to our previously announced stock repurchase program but were purchased to fund certain Company obligations under our equity compensation plans. These transactions included 137,020 shares purchased in open market transactions and 127,102 shares withheld to cover required tax withholdings related to the vesting of restricted stock. Shares withheld to cover required tax withholdings related to the vesting of restricted stock do not reduce our total share repurchase authority.

(3)Shares purchased during the three months ended December 30, 2023 pursuant to our previously announced stock repurchase program.

**Item 3.**Defaults Upon Senior Securities

None.

**Item 4.**Mine Safety Disclosures

Not Applicable.

Director and Officer Trading Arrangements

None of the Company's directors or executive officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company's quarter ended December 30, 2023.

The Exhibit Index below contains a list of exhibits filed or furnished with this Form 10-Q.

Exhibit No.						Exhibit Description
10.1			* **			Form of Stock Options (Non-Contracted) - Stock Incentive Award Agreement pursuant to which stock option awards are granted under the Tyson Foods, Inc. Stock Incentive Plan effective November 17, 2023
10.2			* **			Form of Stock Options (Contracted) - Stock Incentive Award Agreement pursuant to which stock option awards are granted under the Tyson Foods, Inc. Stock Incentive Plan effective November 17, 2023
10.3			* **			Form of Stock Options (CEO and other contracted) - Stock Incentive Award Agreement pursuant to which stock option awards are granted under the Tyson Foods, Inc. Stock Incentive Plan effective November 17, 2023
10.4			* **			Form of Stock Options (Directors) - Stock Incentive Award Agreement pursuant to which stock option awards are granted under the Tyson Foods, Inc. Stock Incentive Plan effective November 17, 2023
10.5a			* **			Form of Restricted Stock (Non-Contracted) - Stock Incentive Award Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc. Stock Incentive Plan effective November 17, 2023
10.5b			* **			Form of Restricted Stock (Non-Contracted 2-year graded vesting) - Stock Incentive Award Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc. Stock Incentive Plan effective November 17, 2023
10.5c			* **			Form of Restricted Stock (Non-Contracted 3-year graded vesting) - Stock Incentive Award Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc. Stock Incentive Plan effective November 17, 2023

10.6			* **			Form of Restricted Stock (Contracted) - Stock Incentive Award Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc. Stock Incentive Plan effective November 17, 2023
10.7			* **			Form of Restricted Stock (CEO and other contracted) - Stock Incentive Award Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc. Stock Incentive Plan effective November 17, 2023
10.8a			* **			Form of Restricted Stock (Directors) - Stock Incentive Award Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc. Stock Incentive Plan effective November 17, 2023
10.8b			* **			Form of Restricted Stock (Directors 3-year graded vesting) - Stock Incentive Award Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc. Stock Incentive Plan effective November 17, 2023
10.9			* **			Form of Performance Shares (Operating Income) (Non-Contracted) - Stock Incentive Award Agreement pursuant to which performance share awards are granted under the Tyson Foods, Inc. Stock Incentive Plan effective November 17, 2023
10.10			* **			Form of Performance Shares (Operating Income) (Contracted) - Stock Incentive Award Agreement pursuant to which performance share awards are granted under the Tyson Foods, Inc. Stock Incentive Plan effective November 17, 2023
10.11			* **			Form of Performance Shares (rTSR) (Non-Contracted) - Stock Incentive Award Agreement pursuant to which performance share awards are granted under the Tyson Foods, Inc. Stock Incentive Plan effective November 17, 2023
10.12			* **			Form of Performance Shares (rTSR) (Contracted) - Stock Incentive Award Agreement pursuant to which performance share awards are granted under the Tyson Foods, Inc. Stock Incentive Plan effective November 17, 2023
10.13			* **			Form of Performance Shares (1-year Operating Income) (Non-Contracted) - Stock Incentive Award Agreement pursuant to which performance share awards are granted under the Tyson Foods, Inc. Stock Incentive Plan effective November 17, 2023
10.14			* **			Form of Performance Shares (1-year Operating Income) (Contracted) - Stock Incentive Award Agreement pursuant to which performance share awards are granted under the Tyson Foods, Inc. Stock Incentive Plan effective November 17, 2023
10.15			* **			Form of Restricted Stock (Non-US Directors) - Stock Incentive Award Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc. Stock Incentive Plan effective November 17, 2023
10.16			* **			Form of Restricted Stock (Non-US Officers) - Stock Incentive Award Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc. Stock Incentive Plan effective November 17, 2023
10.17			* **			Form of Deferred Restricted Stock - Stock Incentive Award Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc. Stock Incentive Plan effective November 17, 2023
31.1			**			Certification of Chief Executive Officer pursuant to SEC Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2			**			Certification of Chief Financial Officer pursuant to SEC Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1			***			Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2			***			Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101						The following information from our Quarterly Report on Form 10-Q for the quarter ended December 30, 2023, formatted in iXBRL (inline eXtensible Business Reporting Language): (i) Consolidated Condensed Statements of Income, (ii) Consolidated Condensed Statements of Comprehensive Income, (iii) Consolidated Condensed Balance Sheets, (iv) Consolidated Condensed Statements of Shareholders' Equity, (v) Consolidated Condensed Statements of Cash Flows, and (vi) the Notes to Consolidated Condensed Financial Statements.
104						Cover Page Interactive Data File formatted in iXBRL.
			*			Indicates a management contract or compensatory plan or arrangement.
			**			Filed herewith
			***			Furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

						TYSON FOODS, INC.
Date: February 5, 2024									/s/ John R. Tyson
									John R. Tyson
									Executive Vice President and Chief Financial Officer
Date: February 5, 2024									/s/ Lori J. Bondar
									Lori J. Bondar
									Senior Vice President and Chief Accounting Officer