Tyson Foods 10-Q 2024-12-28

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 28, 2024

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 28, 2024.

Class						Outstanding Shares
Class A Common Stock, $0.10 Par Value (Class A stock)						286,185,368
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 28, 2024, and December 30, 2023			1
			Consolidated Condensed Statements of Comprehensive Income for the Three Months Ended December 28, 2024, and December 30, 2023			2
			Consolidated Condensed Balance Sheets as of December 28, 2024, and September 28, 2024			3
			Consolidated Condensed Statements of Shareholders’ Equity for the Three Months Ended December 28, 2024, and December 30, 2023			4
			Consolidated Condensed Statements of Cash Flows for the Three Months Ended December 28, 2024 and December 30, 2023			5
			Notes to Consolidated Condensed Financial Statements			6
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			24
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			34
Item 4.			Controls and Procedures			35

PART II. OTHER INFORMATION

Item 1.			Legal Proceedings			35
Item 1A.			Risk Factors			36
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			36
Item 3.			Defaults Upon Senior Securities			36
Item 4.			Mine Safety Disclosures			36
Item 5.			Other Information			37
Item 6.			Exhibits			37
SIGNATURES						39

PART I. FINANCIAL INFORMATION

TYSON FOODS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF INCOME

(In millions, except per share data)

(Unaudited)

			Three Months Ended
			December 28, 2024						December 30, 2023
Sales			$	13,623					$	13,319
Cost of Sales			12,528						12,496
Gross Profit			1,095						823
Selling, General and Administrative			515						592
Operating Income			580						231
Other (Income) Expense:
Interest income			(25)						(10)
Interest expense			120						105
Other, net			7						(25)
Total Other (Income) Expense			102						70
Income before Income Taxes			478						161
Income Tax Expense			112						47
Net Income			366						114
Less: Net Income Attributable to Noncontrolling Interests			7						7
Net Income Attributable to Tyson			$	359					$	107
Net Income Per Share Attributable to Tyson:
Class A Basic			$	1.03					$	0.31
Class B Basic			$	0.93					$	0.28
Diluted			$	1.01					$	0.30

See accompanying Notes to Consolidated Condensed Financial Statements.

TYSON FOODS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

(Unaudited)

			Three Months Ended
			December 28, 2024						December 30, 2023
Net Income			$	366					$	114
Other Comprehensive Income (Loss), Net of Taxes:
Derivatives accounted for as cash flow hedges			3						—
Investments			(2)						2
Currency translation			(105)						58
Postretirement benefits			—						3
Total Other Comprehensive Income (Loss), Net of Taxes			(104)						63
Comprehensive Income			262						177
Less: Comprehensive Income Attributable to Noncontrolling Interests			—						15
Comprehensive Income Attributable to Tyson			$	262					$	162

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 28, 2024						September 28, 2024
Assets
Current Assets:
Cash and cash equivalents			$	2,292					$	1,717
Accounts receivable, net			2,323						2,406
Inventories			5,114						5,195
Other current assets			353						433
Total Current Assets			10,082						9,751
Net Property, Plant and Equipment			9,353						9,442
Goodwill			9,805						9,819
Intangible Assets, net			5,799						5,875
Other Assets			2,271						2,213
Total Assets			$	37,310					$	37,100
Liabilities and Shareholders’ Equity
Current Liabilities:
Current debt			$	95					$	74
Accounts payable			2,497						2,402
Other current liabilities			2,188						2,311
Total Current Liabilities			4,780						4,787
Long-Term Debt			9,711						9,713
Deferred Income Taxes			2,283						2,285
Other Liabilities			1,909						1,801
Commitments and Contingencies (Note 14)
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			4,610						4,597
Retained earnings			19,054						18,873
Accumulated other comprehensive gain (loss)			(281)						(184)
Treasury stock, at cost – 91 million shares at December 28, 2024 and 92 million shares at September 28, 2024			(4,925)						(4,941)
Total Tyson Shareholders’ Equity			18,503						18,390
Noncontrolling Interests			124						124
Total Shareholders’ Equity			18,627						18,514
Total Liabilities and Shareholders’ Equity			$	37,310					$	37,100

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 28, 2024. 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 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 FamilyTM 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, sustainably, and affordably, now and for future generations. 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 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.

Overview

General

Sales increased $304 million in the first quarter of fiscal 2025 driven by increased sales in our Beef, Pork and Chicken segments, partially offset by decreased sales in our Prepared Foods segment. Operating income of $580 million for the first quarter of fiscal 2025 was up 151% as we experienced higher operating income in our Beef, Pork and Chicken segments, partially offset by lower operating income in our Prepared Foods segment. In the first quarter of fiscal 2025, our operating income was impacted by $73 million in network optimization plan charges and $6 million in brand discontinuation charges. In the first quarter of fiscal 2024, our operating income was impacted by $75 million in plant closures and disposal charges, $73 million in legal contingency accruals, $30 million of restructuring and related charges, $26 million related to a production facility fire in the Netherlands and our subsequent decision to sell the facility, and benefited from $24 million of production facility fire insurance proceeds, net of costs incurred, related to a production facility fire in the fourth quarter of fiscal 2021.

Market Environment

According to the United States Department of Agriculture, domestic protein production (beef, pork, chicken and turkey) increased approximately 1% in the first quarter of fiscal 2025 as compared to the same period in fiscal 2024. The Beef segment continued to experience limited supply of market-ready cattle in the first quarter of fiscal 2025 as well as increased cattle costs. Additionally, uncertainty exists regarding the timing of the anticipated cattle herd rebuilding. The Pork segment experienced sufficient supply of market-ready hogs and increased hog costs. The Chicken segment experienced reduced feed ingredient costs. The Prepared Foods segment is currently experiencing increased raw material costs primarily due to higher meat costs.

Margins

Our total operating margin was 4.3% in the first quarter of fiscal 2025. Operating margins by segment were as follows:

• Beef – (1.2)%

• Pork – 3.6%

• Chicken – 8.6%

• Prepared Foods – 8.5%

Strategy

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

In the first quarter of fiscal 2025, the Company initiated a network optimization plan to optimize our global operations and logistics network. As of December 28, 2024, we expect to incur $93 million of charges related to actions approved to date, which include an estimated $39 million of cash charges and $54 million of non-cash charges. We recognized charges of $73 million in the first quarter of fiscal 2025, which included $29 million of charges that have resulted or will result in cash outflows and $44 million of non-cash charges. We expect to incur costs related to the network optimization plan over a multi-year period. For further description refer to Part I, Item I, Notes to the Consolidated Condensed Financial Statements, Note 5: Restructuring and Related Charges.

Summary of Results

Sales

in millions			Three Months Ended
			December 28, 2024						December 30, 2023
Sales			$	13,623					$	13,319
Change in sales volume			1.6		%
Change in average sales price			0.7		%
Sales growth			2.3		%

First quarter – Fiscal 2025 vs Fiscal 2024

• Sales Volume** – Sales were positively impacted by an increase in sales volume, which accounted for a $208 million increase in sales driven by increased sales volume in our Beef and Chicken segments, partially offset by decreased sales volume in our Pork and Prepared Foods segments.

• Average Sales Price** – Sales were positively impacted by higher average sales prices, which accounted for an increase of $96 million, driven by increased pricing in our Beef, Pork and Prepared Foods segments, partially offset by lower average sales prices in our Chicken segment.

Cost of Sales

in millions			Three Months Ended
			December 28, 2024						December 30, 2023
Cost of sales			$	12,528					$	12,496
Gross profit			1,095						823
Cost of sales as a percentage of sales			92.0		%				93.8		%

First quarter – Fiscal 2025 vs Fiscal 2024

• Cost of sales increased $32 million. Higher sales volume increased cost of sales by $195 million while lower input cost per pound decreased cost of sales by $163 million.

• The $163 million impact of lower input cost per pound was impacted by:

• Decrease of approximately $155 million in our Chicken segment related to decreased feed ingredient costs.

• Decrease of $75 million due to plant closures and disposal charges.

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

• Decrease in freight and transportation costs of approximately $40 million.

• Decrease of $26 million in International/Other from costs related to a production facility fire in in the Netherlands and the subsequent decision to sell the facility.

• Increase of $24 million in our Chicken segment from reduced insurance proceeds, net of costs, related to a production facility fire in the fourth quarter of fiscal 2021.

• Increase in raw material and other input costs of approximately $80 million in our Prepared Foods segment.

• Increase of $71 million related to network optimization plan charges.

• Increase in cattle costs of approximately $40 million in our Beef segment.

• Increase in hog costs of approximately $60 million in our Pork segment.

• Remaining increase in costs across all of our segments primarily driven by net impacts on average cost per pound from mix changes.

Selling, General and Administrative

in millions			Three Months Ended
			December 28, 2024						December 30, 2023
Selling, general and administrative expense			$	515					$	592
As a percentage of sales			3.8		%				4.4		%

First quarter – Fiscal 2025 vs Fiscal 2024

• Decrease of $77 million in selling, general and administrative was primarily driven by:

• Decrease of $27 million in restructuring and related costs.

• Decrease of $23 million in marketing, advertising and promotion expenses.

• Decrease of $18 million in employee costs.

• Decrease of $7 million in donations.

Interest (Income) Expense

in millions			Three Months Ended
			December 28, 2024						December 30, 2023
Interest income			$	(25)					$	(10)
Interest expense			120						105

First quarter – Fiscal 2025 vs Fiscal 2024

• The increase in interest income for the three months ended December 28, 2024 was primarily due to higher cash and cash equivalents held.

• The increase in interest expense for the three months ended December 28, 2024 was primarily due to interest expense related to our 5.40% 2029 Notes and 5.70% 2034 Notes.

Other (Income) Expense, net

in millions			Three Months Ended
			December 28, 2024						December 30, 2023
Total other (income) expense, net			$	7					$	(25)

First quarter – Fiscal 2025

• Included $24 million of foreign exchange losses, partially offset by $12 million of joint venture earnings and $7 million of production facilities fire insurance proceeds.

First quarter – Fiscal 2024

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

Effective Tax Rate

			Three Months Ended
			December 28, 2024						December 30, 2023
			23.5		%				29.4		%

First quarter – Fiscal 2025 vs Fiscal 2024

• 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 2025. Additionally, the effective tax rate for the first quarter of fiscal 2025 was decreased by the release of a $9 million valuation allowance on certain losses in the Netherlands due to newly enacted tax legislation.

Net Income Attributable to Tyson

in millions, except per share data			Three Months Ended
			December 28, 2024						December 30, 2023
Net income attributable to Tyson			$	359					$	107
Net income attributable to Tyson – per diluted share			1.01						0.30

First quarter – Fiscal 2025 – Net income attributable to Tyson included the following items:

• $73 million pretax, or ($0.16) per diluted share, related to network optimization plan charges.

• $6 million pretax, or ($0.01) per diluted share, of brand discontinuation charges.

• $7 million pretax, or $0.01 per diluted share, of production facilities fire insurance proceeds, net of costs incurred.

• $9 million post tax, or $0.03 per diluted share, of benefit due to newly enacted tax legislation that resulted in the release of a valuation allowance on losses related to a production facility fire in the Netherlands and our subsequent decision to sell the facility.

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

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

• $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.

• $26 million pretax, or ($0.07) per diluted share, of charges related to a production facility fire in the Netherlands and our subsequent decision to sell the facility.

• $27 million pretax, or $0.06 per diluted share, of production facilities fire insurance proceeds, net of costs incurred.

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 28, 2024						December 30, 2023
Beef			$	5,335					$	5,023
Pork			1,617						1,517
Chicken			4,065						4,033
Prepared Foods			2,473						2,543
International/Other			584						582
Intersegment sales			(451)						(379)
Total			$	13,623					$	13,319

in millions			Operating Income (Loss)
			Three Months Ended
			December 28, 2024						December 30, 2023
Beef(a)			$	(64)					$	(206)
Pork(b)			59						39
Chicken(c)			351						177
Prepared Foods(d)			209						243
International/Other(e)			25						(22)
Total			$	580					$	231

(a) Beef segment results for the three months ended December 28, 2024 included $32 million of network optimization plan charges. Beef segment results for the three months ended December 30, 2023 included a $45 million legal contingency accrual and $40 million of plant closures and disposal charges.

(b) Pork segment results for the three months ended December 30, 2023 included a $28 million legal contingency accrual.

(c) Chicken segment results for the three months ended December 28, 2024 included $11 million of network optimization plan charges and $6 million of brand discontinuation charges. Chicken segment results for the three months ended December 30, 2023 included $35 million of plant closures and disposal charges and $24 million of insurance proceeds, net of costs incurred.

(d) Prepared Foods segment results for the three months ended December 28, 2024 included $25 million of network optimization plan charges. Prepared Foods segment results for the three months ended December 30, 2023 included $21 million of restructuring and related charges.

(e) International/Other results for the three months ended December 28, 2024 included $5 million of network optimization plan charges. International/Other results for the three months ended December 30, 2023 included $26 million of costs, net of insurance proceeds, related to a fire at our production facility in the Netherlands and subsequent decision to sell.

Beef Segment Results

in millions			Three Months Ended
			December 28, 2024						December 30, 2023						Change
Sales			$	5,335					$	5,023					$	312
Sales volume change															5.6		%
Average sales price change															0.6		%
Operating income (loss)			$	(64)					$	(206)					$	142
Operating margin			(1.2)		%				(4.1)		%

First quarter – Fiscal 2025 vs Fiscal 2024

• Sales Volume - Sales volume increased due to higher average carcass weights and increased head harvested.

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

• Operating Income (Loss)** - Beef margins remained compressed, but operating income increased due to improved operational execution, lapping of a $56 million inventory lower of cost or net realizable value adjustment, plant closure and disposal charges and recognition of a legal contingency accrual in the first quarter of fiscal 2024, partially offset by network optimization plan charges in the first quarter of fiscal 2025.

Pork Segment Results

in millions			Three Months Ended
			December 28, 2024						December 30, 2023						Change
Sales			$	1,617					$	1,517					$	100
Sales volume change															(0.4)		%
Average sales price change															7.0		%
Operating income			$	59					$	39					$	20
Operating margin			3.6		%				2.6		%

First quarter – Fiscal 2025 vs Fiscal 2024

• Sales Volume** - Sales volume decreased slightly as production decreases associated with a plant closure in 2024 were partly offset by production increases at other facilities and higher average carcass weights.

• Average Sales Price** - Average sales price increased as demand for our pork products remained strong.

• Operating Income** - Operating income increased due to lower operating costs and the recognition of a legal contingency accrual in the first quarter of fiscal 2024, partially offset by compressed spreads.

Chicken Segment Results

in millions			Three Months Ended
			December 28, 2024						December 30, 2023						Change
Sales			$	4,065					$	4,033					$	32
Sales volume change															1.5		%
Average sales price change															(0.7)		%
Operating income			$	351					$	177					$	174
Operating margin			8.6		%				4.4		%

First quarter – Fiscal 2025 vs Fiscal 2024

• Sales Volume** - Sales volume increased primarily due to improved foodservice and export channels partially offset by a reduction in the retail channel.

• Average Sales Price** - Average sales price decreased due to the impact of lower input costs.

• Operating Income** - Operating income increased driven by operational execution, improved volumes and $155 million of net decreases in feed ingredient costs which was partially offset by associated decreases in average sales price. Additionally, we experienced reduced insurance proceeds, net of costs and lower plant closures and disposal charges, partially offset by network optimization plan charges.

Prepared Foods Segment Results

in millions			Three Months Ended
			December 28, 2024						December 30, 2023						Change
Sales			$	2,473					$	2,543					$	(70)
Sales volume change															(3.2)		%
Average sales price change															0.4		%
Operating income			$	209					$	243					$	(34)
Operating margin			8.5		%				9.6		%

First quarter – Fiscal 2025 vs Fiscal 2024

• Sales Volume** – Sales volume decreased due to a challenging consumer environment primarily impacting our retail channel.

• Average Sales Price** – Average sales price increased slightly.

• Operating Income** – Operating income decreased as increased raw material costs were partially offset by reduced marketing, advertising and promotional spend. Additionally, operating income was impacted by network optimization plan charges and restructuring and related charges in the first quarter of fiscal 2025 and fiscal 2024, respectively.

International/Other Results

in millions			Three Months Ended
			December 28, 2024						December 30, 2023						Change
Sales			$	584					$	582					$	2
Operating income (loss)			25						(22)						47

First quarter – Fiscal 2025 vs Fiscal 2024

• Sales** – Sales were relatively flat as increased volumes were mostly offset by foreign exchange translation impacts.

• Operating Income (Loss)** – Operating income increased primarily due to improved performance and lapping the impacts of a production facility fire in the first quarter of fiscal 2024 and the subsequent decision to sell the facility.

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 28, 2024						December 30, 2023
Net income			$	366					$	114
Non-cash items in net income			424						488
Net changes in operating assets and liabilities:
(Increase) decrease in accounts receivable			88						220
(Increase) decrease in inventories			57						178
Increase (decrease) in accounts payable			161						41
Increase (decrease) in income taxes payable/receivable			100						51
Net changes in other operating assets and liabilities			(165)						208
Net cash provided by operating activities			$	1,031					$	1,300

• Non-cash items in net income primarily included depreciation and amortization of $348 million and $373 million for the three months ended December 28, 2024 and December 30, 2023, respectively.

• Cash provided by operating activities for the first three months of fiscal 2025 was $1.0 billion, a decrease of $269 million compared to the first three months of fiscal 2024, as the $188 million of higher earnings, net of non-cash items, was more than offset by a $457 million decrease in cash provided by the net changes in operating assets and liabilities which was primarily impacted by:

• A decrease of $373 million due to a decrease of $165 million in the net changes in other operating assets and liabilities in the first three months of fiscal 2025, compared to an increase of $208 million in fiscal 2024, primarily driven by an increase in performance-based compensation payouts.

• A decrease of $121 million due to a decrease in inventory of $57 million in the first three months of fiscal 2025, compared to a decrease of $178 million in the first three months of fiscal 2024, as the average value of inventory decreased less during the first three months of fiscal 2025 than the first three months of fiscal 2024.

• A decrease of $132 million due to a decrease in accounts receivable of $88 million in the first three months of fiscal 2025, compared to a decrease of $220 million in the first three months of fiscal 2024 as days sales outstanding decreased less during the first three months of fiscal 2025 than the first three months of fiscal 2024.

• Partially offset by:

• An increase of $120 million due to an increase in accounts payable of $161 million during the first three months of fiscal 2025, compared to an increase of $41 million in the first three months of fiscal 2024, primarily due to an increase in days payables outstanding and higher input costs.

Cash Flows from Investing Activities

in millions			Three Months Ended
			December 28, 2024						December 30, 2023
Additions to property, plant and equipment			$	(271)					$	(354)
Proceeds from sale of (purchases of) marketable securities, net			1						(1)
Acquisition of equity investments			(2)						(26)
Other, net			39						3
Net cash used for investing activities			$	(233)					$	(378)

• 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 $1.2 billion for fiscal 2025. 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.

Cash Flows from Financing Activities

in millions			Three Months Ended
			December 28, 2024						December 30, 2023
Proceeds from issuance of debt			$	22					$	771
Payments on debt			(42)						(32)
Proceeds from issuance of commercial paper			—						1,649
Repayments of commercial paper			—						(2,240)
Purchases of Tyson Class A common stock			(15)						(13)
Dividends			(175)						(171)
Stock options exercised			15						7
Other, net			—						3
Net cash used for financing activities			$	(195)					$	(26)

• 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.

• Dividends paid during the three months ended December 28, 2024 reflected a 2% increase to our fiscal 2024 quarterly dividend rate.

Liquidity

in millions
			Commitments Expiration Date						Facility Amount						Outstanding Letters of Credit (no draw downs)						Amount Borrowed						Amount Available at December 28, 2024
Cash and cash equivalents																											$	2,292
Short-term investments																											1
Revolving credit facility			September 2026						$	2,250					—						—						2,250
Commercial paper																											—
Total liquidity																											$	4,543

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

• At December 28, 2024, we had current debt of $95 million, which we intend to pay with our existing cash balance, cash generated from our operating activities and other existing or new liquidity sources.

• On January 29, 2025, subsequent to the end of our first quarter of fiscal 2025, we repaid the $750 million term loan that matures in May 2026 using cash on hand.

• 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 28, 2024. 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 $375 million for fiscal 2025.

• Our current ratio was 2.1 to 1 at December 28, 2024 and 2.0 to 1 at September 28, 2024.

• At December 28, 2024, $559 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 Facility

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.

At December 28, 2024, amounts available for borrowing under our revolving credit facility 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 28, 2024, 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		%

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 28, 2024, 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 28, 2024. 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 28, 2024. 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.

As further described in the impairment of goodwill and indefinite life intangible assets critical accounting estimate included in our Annual Report on Form 10-K for the fiscal year ended September 28, 2024, we assess goodwill and indefinite life assets for impairment at least annually as of the first day of the fourth quarter and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Our qualitative assessment for the first quarter of fiscal 2025 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 2024: our Beef and Chicken segment reporting units, with total total goodwill of approximately $0.3 billion and $3.0 billion, respectively, and one Prepared Foods brand with a carrying value of $0.5 billion.

We continuously evaluate the changing macro-economic 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 $3.3 billion carrying value, as well as a brand with $0.5 billion carrying value, all had less than 20% of excess fair value above carrying value as of the date of the most recent estimated fair value determination with our Beef reporting unit having less than 10% of excess fair value above carrying value. Consequently, their estimated fair values, especially our Beef reporting unit, remain highly sensitive to future discount rate increases, changing macro-economic 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 2025, other future economic circumstances, industry conditions in domestic and international markets, our performance and financial results (e.g., debt levels, return on invested capital, value-added product growth, capital expenditures, tax rates, access to foreign markets and dividend policy). 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 28, 2024 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.

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 28, 2024, and September 28, 2024, 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 28, 2024						September 28, 2024
Livestock:
Live Cattle			$	26					$	11
Lean Hogs			29						24
Grain:
Corn			20						11
Soybean Meal			18						16

Interest Rate Risk

At December 28, 2024, we had variable rate debt of $1,532 million with a weighted average interest rate of 6.7%. A hypothetical 10% increase in interest rates effective at December 28, 2024 would increase annualized interest expense by approximately $10 million.

Additionally, changes in interest rates impact the fair value of our fixed-rate debt. At December 28, 2024, we had fixed-rate debt of $8,274 million with a weighted average interest rate of 4.8%. 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 $257 million at December 28, 2024 and $230 million at September 28, 2024. 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 28, 2024, 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 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 $21 million and $25 million impact on pretax income at December 28, 2024, and September 28, 2024 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 28, 2024, 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 28, 2024, 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 28, 2024 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 14: 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 28, 2024, 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 the court denied on June 26, 2024. The court convened an evidentiary hearing which concluded on December 17, 2024, with the parties to submit post-hearing briefing thereafter.

Other Matters

As of September 28, 2024, we had approximately 138,000 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 28, 2024. 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 28, 2024.

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)
September 29, 2024 - October 26, 2024			6,702						$	59.09		—						7,301,400
October 27, 2024 - November 30, 2024			240,506						61.51			—						7,301,400
December 1, 2024 - December 28, 2024			3,423						60.69			—						7,301,400
Total			250,631						$	61.44		—						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 250,631 shares during the period that were not made pursuant to our previously announced stock repurchase program but were purchased to fund certain Company obligations under our equity compensation plans.

(3)Shares purchased during the period pursuant to our previously announced stock repurchase program.

**Item 3.**Defaults Upon Senior Securities

None.

**Item 4.**Mine Safety Disclosures

Not Applicable.

On January 29, 2025, the Company used cash on hand to repay all outstanding obligations under the Company’s Term Loan Agreement, dated as of May 3, 2023 (the “Term Loan Agreement”), with the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, and BofA Securities, Inc., as lead arranger, pursuant to which there was a $750 million term loan outstanding. Upon the repayment in full of all outstanding obligations thereunder, the Term Loan Agreement and all commitments thereunder were terminated. The Term Loan Agreement was previously described in Item 5 of the Company’s Quarterly Report on Form 10-Q filed on May 8, 2023, which description is hereby incorporated by reference.

Director and Officer Trading Arrangements

None of the Company's directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company's quarter ended December 28, 2024.

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 Restricted Stock Units – Stock Incentive Award Agreement, effective November 17, 2024, pursuant to which restricted stock unit awards are granted under the Tyson Foods, Inc. Stock Incentive Plan.
10.2			* **			Form of Restricted Stock Units (Non-US) – Stock Incentive Award Agreement, effective November 17, 2024, pursuant to which restricted stock unit awards are granted under the Tyson Foods, Inc. Stock Incentive Plan.
10.3			* **			Form of Restricted Stock Units (2-year graded vesting) – Stock Incentive Award Agreement, effective November 17, 2024, pursuant to which restricted stock unit awards are granted under the Tyson Foods, Inc. Stock Incentive Plan.
10.4			* **			Form of Restricted Stock Units (3-year graded vesting) – Stock Incentive Award Agreement, effective November 17, 2024, pursuant to which restricted stock unit awards are granted under the Tyson Foods, Inc. Stock Incentive Plan.
10.5			* **			Form of Restricted Stock Units (CEO) – Stock Incentive Award Agreement, effective November 17, 2024, pursuant to which restricted stock unit awards are granted under the Tyson Foods, Inc. Stock Incentive Plan.
10.6			* **			Form of Performance Shares (Adjusted EBITDA – CEO) – Stock Incentive Award Agreement, effective November 17, 2024, pursuant to which performance share awards are granted under the Tyson Foods, Inc. Stock Incentive Plan.
10.7			* **			Form of Performance Shares (Operating Income) – Stock Incentive Award Agreement, effective November 17, 2024, pursuant to which performance share awards are granted under the Tyson Foods, Inc. Stock Incentive Plan.
10.8			* **			Form of Performance Shares (rTSR) – Stock Incentive Award Agreement, effective November 17, 2024, pursuant to which performance share awards are granted under the Tyson Foods, Inc. Stock Incentive Plan.
10.9			* **			Form of Stock Options (3-year graded vesting) – Stock Incentive Award Agreement, effective November 17, 2024, pursuant to which stock option awards are granted under the Tyson Foods, Inc. Stock Incentive Plan.
10.10			* **			Form of Restricted Stock Units (Chairman) – Stock Incentive Award Agreement, effective November 17, 2024, pursuant to which restricted stock unit awards are granted under the Tyson Foods, Inc. Stock Incentive Plan.
10.11			* **			Form of Deferred Restricted Stock Units (Non-Employee) – Stock Incentive Award Agreement, effective November 17, 2024, pursuant to which deferred restricted stock units are granted under the Tyson Foods, Inc. Stock Incentive Plan.
10.12			* **			Amended and Restated Executive Savings Plan, effective January 1, 2025.
10.13			* **			Retention Agreement, dated February 9, 2024, between the Company and Wes Morris.
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 28, 2024, 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 3, 2025									/s/ Curt T. Calaway
									Curt T. Calaway
									Chief Financial Officer
Date: February 3, 2025									/s/ Lori J. Bondar
									Lori J. Bondar
									Senior Vice President and Chief Accounting Officer