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What changed in Tyson Foods's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Tyson Foods's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+252 added−255 removedSource: 10-K (2025-11-10) vs 10-K (2024-11-12)

Top changes in Tyson Foods's 2025 10-K

252 paragraphs added · 255 removed · 207 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

45 edited+6 added−10 removed38 unchanged
Biggest changeWe undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. 8 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 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; (xv) issues related to food safety, including costs resulting from product recalls, regulatory compliance and any related claims or litigation; (xvi) 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; (xvii) the effect of climate change and any legal or regulatory response thereto; (xviii) adverse results from litigation; (xix) risks associated with leverage, including cost increases due to rising interest rates or changes in debt ratings or outlook; (xx) impairment in the carrying value of our goodwill or indefinite life intangible assets; (xxi) our participation in a multiemployer pension plan; (xxii) volatility in capital markets or interest rates; (xxiii) risks associated with our commodity purchasing activities; (xxiv) the effect of, or changes in, general economic conditions; (xxv) impacts on our operations caused by factors and forces beyond our control, such as natural disasters, fire, bioterrorism, pandemics, armed conflicts or extreme weather; (xxvi) failure to maximize or assert our intellectual property rights; (xxvii) effects related to changes in tax rates, valuation of deferred tax assets and liabilities, or tax laws and their interpretation; and (xxviii) those factors listed under Item 1A.
Biggest changeAmong 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) the effectiveness of financial excellence programs or operational optimization plans; (ii) access to, and inputs from, foreign markets together with foreign economic conditions, including currency fluctuations, import/export restrictions and foreign politics; (iii) global pandemics have had, and may in the future have, an adverse impact on our business and operations; (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), New World screwworm 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; (xv) issues related to food safety, including costs resulting from product recalls, regulatory compliance and any related claims or litigation; (xvi) 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; (xvii) the effect of climate change and any legal or regulatory response thereto; (xviii) adverse results from litigation; (xix) risks associated with leverage, including cost increases due to rising interest rates or changes in debt ratings or outlook; (xx) impairment in the carrying value of our goodwill or indefinite life intangible assets; (xxi) our participation in a multiemployer pension plan; (xxii) volatility in capital markets or interest rates; (xxiii) risks associated with our commodity purchasing activities; (xxiv) the effect of, or changes in, general economic conditions; (xxv) impacts on our operations caused by factors and forces beyond our control, such as natural disasters, fire, bioterrorism, pandemics, armed conflicts or extreme weather; (xxvi) failure to maximize or assert our intellectual property rights; (xxvii) effects related to changes in tax rates, valuation of deferred tax assets and liabilities, or tax laws and their interpretation; and (xxviii) those factors listed under Item 1A.
FINANCIAL INFORMATION OF SEGMENTS 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, South Korea, Thailand and the Kingdom of Saudi Arabia, third-party merger and integration costs and corporate overhead related to Tyson New Ventures, LLC.
FINANCIAL INFORMATION OF SEGMENTS 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.
We Feed the World Like Family™ and has a broad portfolio of iconic products and brands including Tyson®, Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, State Fair®, Aidells® and ibp®. Tyson Foods is dedicated to bringing high-quality food to every table in the world, safely, sustainably, and affordably, now and for future generations.
We Feed the World Like Family™ and has a broad portfolio of iconic products and brands including Tyson®, Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, State Fair®, Aidells® and ibp®. Tyson Foods is dedicated to bringing high-quality food to every table in the world, safely, and affordably, now and for future generations.
Approximately 6,000 team members in other countries were subject to collective bargaining agreements. We believe our overall relations with our workforce in both unionized and non-union settings are healthy. Health, Safety and Wellbeing We maintain a safety culture grounded on the premise of eliminating workplace incidents, risks and identified hazards.
Approximately 6,000 team members in other countries were subject to collective bargaining agreements. We believe our overall relations with our workforce in both unionized and non-union settings are healthy. 6 Health, Safety and Wellbeing We maintain a safety culture grounded on the premise of eliminating workplace incidents, risks and hazards.
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).
Such forward-looking statements include, but are not limited to, current views and estimates of our outlook for fiscal 2026, 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).
Tyson China also sells beef, pork, and chicken products imported from Tyson production facilities in the United States and other global operations. • Tyson Europe sells chicken products throughout the United Kingdom and Europe produced from our other global operations and co-packer arrangements. • Vibra Agroindustrial S.A., a joint venture in Brazil in which we have a minority interest, is a vertically-integrated chicken processing business. • Holding Agro Industrial S.A., a joint venture in Argentina and Uruguay in which we have a minority interest, is a vertically-integrated chicken processing business. • Tyson Mexico Trading Company, a Mexican subsidiary, sells chicken and prepared foods products primarily from our U.S. operations and co-packer arrangements.
Tyson China and Tyson South Korea also sell beef, pork, and chicken products imported from Tyson production facilities in the United States and other global operations. • Tyson Europe sells chicken products throughout the United Kingdom and Europe produced from our other global operations and co-packer arrangements. • Vibra Agroindustrial S.A., a joint venture in Brazil in which we have a minority interest, is a vertically-integrated chicken processing business. • Holding Agro Industrial S.A., a joint venture in Argentina and Uruguay in which we have a minority interest, is a vertically-integrated chicken processing business. • Tyson Mexico Trading Company, a Mexican subsidiary, sells chicken and prepared foods products primarily from our U.S. operations and co-packer arrangements.
Sales to Walmart Inc. were included in all of our segments. Any extended discontinuance of sales to this customer could, if not replaced, have a material impact on our operations. No other single customer or customer group represented more than 10% of fiscal 2024 consolidated sales.
Sales to Walmart Inc. were included in all of our segments. Any extended discontinuance of sales to this customer could, if not replaced, have a material impact on our operations. No other single customer or customer group represented more than 10% of fiscal 2025 consolidated sales.
The principal competitive elements are advertising, consumer and trade promotions, price, product safety and quality, brand identification, innovation, breadth and depth of product offerings, availability of products, customer service and credit terms. FOREIGN OPERATIONS We sold products in approximately 140 countries and regions in fiscal 2024.
The principal competitive elements are advertising, consumer and trade promotions, price, product safety and quality, brand identification, innovation, breadth and depth of product offerings, availability of products, customer service and credit terms. FOREIGN OPERATIONS We sold products in approximately 140 countries and regions in fiscal 2025.
Other prepared foods products, such as prepared meals, meat dishes, appetizers, bacon, and breakfast sausage, generally experience increased demand during the winter months, and also key holiday seasons, while demand generally is softer during the spring and summer months. CUSTOMERS Walmart Inc. accounted for approximately 18.4% of our fiscal 2024 consolidated sales.
Other prepared foods products, such as prepared meals, meat dishes, appetizers, bacon, and breakfast sausage, generally experience increased demand during the winter months, and also key holiday seasons, while demand generally is softer during the spring and summer months. CUSTOMERS Walmart Inc. accounted for approximately 18.7% of our fiscal 2025 consolidated sales.
Products primarily include ready-to-eat sandwiches, sandwich components such as flame-grilled hamburgers and Philly steaks, pepperoni, bacon, breakfast sausage, turkey, lunchmeat, hot dogs, flour and corn tortilla products, appetizers, snacks, prepared meals, ethnic foods, side dishes, meat dishes, breadsticks and processed meats.
Products primarily include a mixture of ready-to-cook and ready-to-eat sandwiches, sandwich components such as flame-grilled hamburgers and Philly steaks, pepperoni, bacon, breakfast sausage, turkey, lunchmeat, hot dogs, flour and corn tortilla products, appetizers, snacks, prepared meals, ethnic foods, side dishes, meat dishes, breadsticks and processed meats.
In fiscal 2024, corn, soybean meal and other feed ingredients were major production costs, representing roughly 56% of our cost of growing a live chicken domestically. In addition to feed ingredients to grow the chickens, we use cooking ingredients, packaging materials and cryogenic agents.
In fiscal 2025, corn, soybean meal and other feed ingredients were major production costs, representing roughly 53% of our cost of growing a live chicken domestically. In addition to feed ingredients to grow the chickens, we use cooking ingredients, packaging materials and cryogenic agents.
Headquartered in Springdale, Arkansas, the Company had approximately 138,000 employees (“team members”) on September 28, 2024. Through its Core Values, Tyson Foods strives to operate with integrity, create value for its shareholders, customers, communities and team members, be faith-friendly and inclusive, provide a safe work environment and serve as a steward of the animals, land and environment entrusted to it.
Headquartered in Springdale, Arkansas, the Company had approximately 133,000 employees (“team members”) on September 27, 2025. Through its Core Values, Tyson Foods strives to operate with integrity, create value for its shareholders, customers, communities and team members, be faith-friendly and inclusive, provide a safe work environment and serve as a steward of the animals, land and environment entrusted to it.
Past efforts indicate customer demand can be increased and sustained through application of our marketing strategy, consumer insights, strong analytic analysis to optimize efforts and supported by our distribution systems.
Past efforts indicate customer demand can be increased and sustained through application of our marketing strategy, consumer insights, strong analytics to optimize efforts and supported by our distribution systems.
We have the following foreign operations: • Cobb-Vantress, a chicken breeding stock subsidiary, has business interests in Argentina, Brazil, China, the Dominican Republic, India, the Netherlands, New Zealand, Peru, the Philippines, Spain, Turkey, and the United Kingdom. • Tyson Asia-Pacific consists of vertically-integrated chicken production operations in Thailand, multi-protein further-processing operations in Malaysia, a beef production operation in Australia, a producer and distributor of value-added and cooked chicken and beef products in the Kingdom of Saudi Arabia, and joint venture interests in two non-consolidated poultry businesses in Malaysia and one in the Kingdom of Saudi Arabia. • Tyson China-Korea, with locations in China and South Korea, consists of vertically-integrated chicken production operations, multi-protein further-processing operations, and a joint venture interest in a non-consolidated chicken processing business.
We have the following foreign operations: • Cobb-Vantress, a chicken breeding stock subsidiary, has business interests in Argentina, Brazil, China, the Dominican Republic, India, New Zealand, Peru, the Philippines, Spain, Tanzania, Turkey and the United Kingdom. • Tyson Asia-Pacific consists of vertically-integrated chicken production operations in Thailand, multi-protein further-processing operations in Malaysia, a producer and distributor of value-added and cooked chicken and beef products in the Kingdom of Saudi Arabia, and joint venture interests in non-consolidated poultry businesses in Malaysia and the Kingdom of Saudi Arabia. • Tyson China and Tyson South Korea consist of a vertically-integrated chicken production operation, multi-protein further-processing operations, and a joint venture interest in a non-consolidated chicken processing business in China.
This program helps team members further hone professional skills and creates opportunities for our team members to advance to higher-paying, more senior-level positions within the Company through college degrees, job skills training and workforce certifications at no cost.
This program helps team members further hone professional skills and creates opportunities for our team members to advance to higher-paying, more senior-level positions within the Company through college degrees, job skills training and workforce certifications at no cost up to $5,250 per year.
As an expansion of our wellbeing culture and efforts to boost the overall health and wellness of our workforce, we continue to operate health clinics near our production facilities, giving team members and their families easier access to high-quality healthcare.
We review and monitor our safety performance closely. As an expansion of our wellbeing culture and efforts to boost the overall health and wellness of our workforce, we continue to operate health clinics near our production facilities, giving team members and their families easier access to high-quality healthcare.
Approximately 30,000 team members in the United States were subject to collective bargaining agreements with various labor unions, with approximately 20% of those team members at locations either under negotiation for contract renewal or included under agreements expiring in fiscal 2025. The remaining agreements expire over the next several years.
Approximately 31,000 team members in the United States were subject to collective bargaining agreements with various labor unions, with approximately 47% of those team members at locations either under negotiation for contract renewal or included under agreements expiring in fiscal 2026. The remaining agreements expire over the next several years.
Major sales markets include Australia, Canada, Central America, Chile, China, the European Union, the United Kingdom, Japan, Mexico, Malaysia, the Middle East, Singapore, South Korea, Taiwan and Thailand.
Major sales markets include Canada, Central America, China, the European Union, the United Kingdom, Japan, Mexico, Malaysia, the Middle East, the Philippines, Singapore, South Korea, Taiwan, Thailand and Vietnam.
Also available on the website to review and print for investors are the Corporate Governance Principles, Audit Committee charter, Compensation and Leadership Development Committee charter, Governance and Nominating Committee charter, Strategy and Acquisitions Committee charter, Code of Conduct, Whistleblower Policy and other corporate governance policies.
Also available on the website to review and print for investors are the Corporate Governance Principles, Audit Committee charter, Compensation and Leadership Development Committee charter, Governance and Nominating Committee charter, Strategy and Acquisitions Committee charter, Code of Conduct, Reporting of Potential Financial Misconduct Policy and other corporate governance policies.
We also enter into various risk-sharing and procurement arrangements with producers to secure a supply of livestock for our facilities. Although we generally expect adequate supply of live cattle in the regions we operate, there may be periods of imbalance in supply and demand. Pork The primary raw materials used in our pork operations are live hogs.
We also enter into various risk-sharing and procurement arrangements with producers to secure a supply of livestock for our facilities. Although we generally expect adequate supply of live cattle in the regions we operate, there may be periods of imbalance in supply and demand.
Additional information regarding export sales and long-lived assets located in foreign locations is set forth in Part II, Item 8, Notes to Consolidated Financial Statements, Note 17: Segment Reporting. 5 RESEARCH AND DEVELOPMENT We conduct continuous research and development activities to improve product development, to automate manual processes in our processing facilities and grow-out operations, and to improve chicken breeding stock.
Additional information regarding export sales and long-lived assets located in foreign locations is set forth in Part II, Item 8, Notes to Consolidated Financial Statements, Note 17: Segment Reporting. 5 RESEARCH AND DEVELOPMENT We conduct continuous research and development activities which include new product innovation, product improvements, ingredient simplification, manual process automation in our processing facilities and grow-out operations, and chicken breeding stock improvements.
In addition to our own internal Food Safety and Quality Assurance oversight and review, our beef, pork, chicken, and prepared foods products are subject to inspection, primarily by the USDA and the FDA.
Food Safety We work to ensure our products meet high standards of food safety and quality. In addition to our own internal Food Safety and Quality Assurance oversight and review, our beef, pork, chicken, and prepared foods products are subject to inspection, primarily by the USDA and the FDA.
The cost of compliance with such laws and regulations has not had a material adverse effect on our capital expenditures, earnings or competitive position, and except as described below, is not anticipated to have a material adverse effect in the future. Food Safety We work to ensure our products meet high standards of food safety and quality.
The cost of compliance with such laws and regulations has not had a material adverse effect on our capital expenditures, earnings or competitive position, and except as described below, is not anticipated to have a material adverse effect in the future.
Approximately 120,000 team members were employed in the United States, of whom approximately 114,000 were employed at non-corporate sites such as production facilities, warehouses, truck shops, hatcheries and feed mills. Approximately 18,000 team members were employed in other countries, primarily in Thailand and China. For fiscal 2024, our domestic workforce experienced a relatively flat retention rate from fiscal 2023.
Approximately 116,000 team members were employed in the United States, of whom approximately 110,000 were employed at non-corporate sites such as production facilities, warehouses, truck shops, hatcheries and feed mills. Approximately 17,000 team members were employed in other countries, primarily in Thailand and China. For fiscal 2025, our domestic workforce experienced a 3.5% increased retention rate from fiscal 2024.
Pullets are raised to 20 weeks of age, sent to breeder houses, and the resulting eggs are sent to our hatcheries. Once chicks have hatched, they are sent to broiler farms. There, contract farmers care for and raise the chicks according to our standards, with advice from our technical service personnel, until the broilers reach the desired processing weight.
Once chicks have hatched, they are sent to broiler farms. There, contract farmers care for and raise the chicks according to our standards, with advice from our technical service personnel, until the broilers reach the desired processing weight.
Additionally, we have a Manufacturing Automation Center in Springdale, Arkansas, designed to grow the development of new manufacturing solutions and to enhance team member training on new technology. Further, we have research and development capabilities located in several international locations where we operate.
The center enables us to bring new market-leading retail and foodservice products to the customer quickly and efficiently. Additionally, we have a Manufacturing Automation Center in Springdale, Arkansas, designed to develop new manufacturing solutions and to enhance team member training on new technology. Further, we have research and development capabilities located in several international locations where we operate.
Our Discovery Center in Springdale, Arkansas, includes more than 40,000 square feet of United States Department of Agriculture (“USDA”) and United States Food and Drug Administration (“FDA”) pilot plant space, consumer sensory and focus group areas, packaging labs and 19 research kitchens. The center enables us to bring new market-leading retail and foodservice products to the customer quickly and efficiently.
Our Discovery Center in Springdale, Arkansas, includes more than 40,000 square feet of United States Department of Agriculture (“USDA”) and United States Food and Drug Administration (“FDA”) pilot plant space, consumer sensory and focus group areas, a packaging lab and 19 research kitchens.
In certain instances where we are selling further processed products to large customers, we may enter into written agreements whereby we will act as the exclusive or preferred supplier to the customer, with pricing terms that are either fixed or variable.
In certain instances where we are selling further processed products to large customers, we may enter into written agreements whereby we will act as the exclusive or preferred supplier to the customer, with pricing terms that are either fixed or variable. 7 AVAILABILITY OF SEC FILINGS AND CORPORATE GOVERNANCE DOCUMENTS ON INTERNET WEBSITE We maintain an internet website for investors at https://ir.tyson.com.
Internationally, we utilize both rail and truck refrigerated transportation to domestic ports, where consolidations take place to transport to foreign destinations. PATENTS AND TRADEMARKS We have filed a number of patent applications relating to our processes and products that either have been granted or are in the process of review.
PATENTS AND TRADEMARKS We have filed a number of patent applications relating to our processes and products that either have been granted or are in the process of review.
We identify growth and business opportunities through consumer and customer insights derived via leading research and analytic capabilities. We utilize our national distribution system and customer support services to achieve the leading market position for our products and brands. 7 We have the ability to produce and ship fresh, frozen and refrigerated products worldwide.
We identify growth and business opportunities through consumer and customer insights derived via leading research and analytic capabilities, while continually enhancing our digital marketing acumen to leverage technology and data in delivering more personalized, relevant brand experiences. We utilize our national distribution system and customer support services to achieve the leading market position for our products and brands.
Although we have not incurred significant costs or capital expenditures specific to greenhouse gas emission compliance, these requirements are continually evolving and increasing. As the exact impact of new or additional greenhouse gas emission controls and requirements remains in flux, it cannot be determined whether such impacts would have a material adverse effect.
As the exact impact of new or additional greenhouse gas emission controls and requirements remains in flux, it cannot be determined whether such impacts would have a material adverse effect. We closely monitor developments in this area and strive to mitigate risks related to greenhouse gas emissions through environmental compliance and climate-related initiatives.
The majority of our live hog supply is obtained through various procurement relationships with independent producers. We employ hog buyers who make purchase agreements of various time durations as well as purchase hogs on a daily basis, generally a few days before the animals are processed.
We employ hog buyers who make purchase agreements of various time durations as well as purchase hogs on a daily basis, generally a few days before the animals are processed. These buyers are trained to select high quality animals, and we continually measure their performance.
Our vertically-integrated chicken process begins with breeding our pedigree and great grandparent stock out to produce the grandparent breeder flocks and ends with broilers for processing. Breeder flocks (i.e., grandparents) are raised to maturity in grandparent growing and laying farms where fertile eggs are produced. Fertile eggs are incubated at the grandparent hatchery and produce pullets (i.e., parents).
Breeder flocks (i.e., grandparents) are raised to maturity in grandparent growing and laying farms where fertile eggs are produced. Fertile eggs are incubated at the grandparent hatchery and produce pullets (i.e., parents). Pullets are raised to 20 weeks of age, sent to breeder houses, and the resulting eggs are sent to our hatcheries.
In an effort to ensure our team members are highly engaged and prepared for success at Tyson Foods, we emphasize comprehensive training programs. Newly hired team members participate in an orientation program that spans 14-16 hours. Team members within our production facilities also receive an average of 80 hours on-the-job training.
In an effort to ensure our team members are highly engaged and prepared for success at Tyson Foods, we emphasize comprehensive training programs. Newly hired team members participate in orientation programs and on-the-job training. Additionally, all team members receive comprehensive annual compliance training, covering essential topics such as team member safety, food safety, and other vital areas.
We continue to evaluate our climate-related goals and initiatives, including corresponding costs, evolving legal landscapes, stakeholder expectations, and customer and consumer understanding of climate action.
For example, we collect and monitor greenhouse gas emissions data, which can be used to inform greenhouse gas emission reduction and removal interventions in our operations and supply chain. We continue to evaluate climate-related goals and initiatives, including corresponding costs, evolving legal landscapes, stakeholder expectations, and customer and consumer understanding of climate action.
We believe that our diverse experiences make us strong, and we strive to create an inclusive workforce in which every team member contributes to our collective success. At Tyson Foods, our commitment to our team is rooted in our desire to create working environments that enable team members to succeed while supporting the growth of our communities.
Our commitment to our team is rooted in our desire to create working environments that enable team members to succeed while supporting the growth of our communities. We maintain policies, practices and strong governance that are designed to enable team member success across our organization.
Domestically, our distribution system extends to a broad network of food distributors and is supported by our owned or leased cold storage warehouses, public cold storage facilities and our transportation system. Our distribution centers accumulate fresh and frozen products so we can fill and consolidate partial-truckload orders into full truckloads, thereby decreasing shipping costs while increasing customer service.
We have the ability to produce and ship fresh, frozen and refrigerated products worldwide. Domestically, our distribution system extends to a broad network of food distributors and is supported by our owned or leased cold storage warehouses, public cold storage facilities and our transportation system.
Team Member Engagement, Inclusion, and Belonging We firmly believe innovation thrives when teams come together, bringing a multitude of perspectives to propel progress and growth. Our workforce consists of approximately 39% women and approximately 70% minority groups.
Team Member Engagement We firmly believe innovation thrives when teams come together, bringing a multitude of perspectives to propel progress and growth. We believe the varied experiences of our team make us strong, and we strive to create a workforce in which every team member contributes to our collective success.
We maintain policies, practices and strong governance that are designed to enable team member success across our organization. Our Team Member Promise underscores our commitment to providing a work environment free from all forms of discrimination and harassment. All new team members receive training on this policy during onboarding, and all team members are required to take this training annually.
Our policies and practices underscore our commitment to providing a work environment free from all forms of discrimination and harassment. All new team members receive policy training during onboarding, as well as annually. We also maintain an Equal Opportunity Employer statement that details our commitment to equal opportunity in all aspects of employment.
These buyers are trained to select high quality animals, and we continually measure their performance. Additionally, we raise a small number of weanling swine to sell to independent finishers and to supply a minimal amount of market hogs and live swine for our own processing needs.
Additionally, we raise a small number of weanling swine to sell to independent finishers and to supply a minimal amount of market hogs and live swine for our own processing needs. Although we generally expect adequate supply of live hogs in the regions we operate, there may be periods of imbalance in supply and demand.
In addition, through our Upward Academy Onsite Program, we offer English as a second language, high-school equivalency, citizenship, financial literacy and digital literacy training to all team members . As of September 28, 2024, the onsite program was operating at 57 Company locations. All team members can also access Upward Academy online, a frontline career development program.
As of September 27, 2025, the onsite program was operating at 40 Company locations. All team members can also access Upward Academy online, a frontline career development program.
We focus on the team member experience, removing barriers to engagement, further modernizing the human resources process, focusing on frontline team member retention and continually improving equity and effectiveness of all talent practices.
We focus on the team member experience, removing barriers to engagement, further modernizing the human resources process, focusing on frontline team member retention and striving to continuously improve all of our talent practices. Through our Upward Academy Onsite Program, we offer English as a second language, high-school equivalency, citizenship, financial literacy and digital literacy training to all team members .
In addition, we provide our customers a wide selection of products that do not require large volume orders. Our distribution system enables us to supply large or small quantities of products to meet customer requirements anywhere in the continental United States.
Our distribution system enables us to supply large or small quantities of products to meet customer requirements anywhere in the continental United States. Internationally, we utilize both rail and truck refrigerated transportation to domestic ports, where consolidations take place to transport to foreign destinations.
Although we generally expect adequate supply of live hogs in the regions we operate, there may be periods of imbalance in supply and demand. Chicken The primary raw materials used in our domestic chicken operations are corn and soybean meal used as feed and live chickens raised primarily by independent contract farmers.
Chicken The primary raw materials used in our domestic chicken operations are corn and soybean meal, used as feed, and live chickens raised primarily by independent contract farmers. Our vertically-integrated chicken process begins with breeding our pedigree and great grandparent stock out to produce the grandparent breeder flocks and ends with broilers for processing.
Additionally, our foreign operations are subject to various other food safety and quality assurance oversight and review. Greenhouse Gas Emissions Various federal, state, regulatory agencies, and non-U.S. governments continue to consider and adopt programs to regulate, report, and control greenhouse gas emissions.
Various federal, state and international regulatory agencies and governments continue to consider, adopt or revise programs that regulate, report, and control greenhouse gas emissions. Although we have not incurred significant costs or capital expenditures specific to greenhouse gas emission compliance, these requirements are continually evolving.
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Tyson closely monitors developments in this area and strives to mitigate risks related to greenhouse gas emissions through environmental compliance and climate-related initiatives. For example, we collect and monitor greenhouse gas emissions data, which can be used to inform greenhouse gas emission reduction and removal interventions in our operations and supply chain.
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The U.S. cattle market is currently experiencing limited supply of market-ready cattle and uncertainty exists regarding the timing of anticipated cattle herd rebuild. Pork The primary raw materials used in our pork operations are live hogs. The majority of our live hog supply is obtained through various procurement relationships with independent producers.
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Sustainability Through our Formula to Feed the Future, we aim to bring together a diverse set of expertise to reimagine our people and community impact, drive product responsibility from farm to table, and work toward sustaining natural resources. We are reimagining our people and community impact by enabling workers to succeed while supporting the growth of our communities.
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We remain committed to serving as stewards of the people, land, animals and resources entrusted to our care, consistent with our core values. We take a comprehensive and holistic approach to managing natural resources and continuously work to increase operational efficiencies, reduce greenhouse gas emissions across the supply chain, and partner with stakeholders to create a more resilient food system.
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We aim to drive product responsibility from farm to table by delivering value to consumers with high-quality, nutritious protein through our leading portfolio of products. We are working toward sustaining natural resources by driving practices in our own operations and supply chains to build a robust food system that supports current and future generations.
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Additionally, we continue to support agricultural practices and business operations that further these efforts and work to strengthen the overall resiliency of the U.S. agricultural system. Our climate strategy is evolving and efforts are underway to refresh and embed our strategy into our business and operations.
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Additionally, we established sustainability governance and oversight through the Governance and Nominating Committee of our Board of Directors. This Committee advises the Board on matters relating to corporate responsibility and sustainability, including environmental, social and governance matters affecting the Company.
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Additionally, our foreign operations are subject to various other food safety and quality assurance oversight and review. HUMAN CAPITAL MANAGEMENT Employees and Labor Relations As of September 27, 2025, we employed approximately 133,000 team members globally.
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It also oversees and reviews, at least annually, the Company’s integration of sustainability principles into our business strategy and decision-making. 6 HUMAN CAPITAL MANAGEMENT Employees and Labor Relations As of September 28, 2024, we employed approximately 138,000 team members globally.
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Our distribution centers accumulate fresh and frozen products so we can fill and consolidate partial-truckload orders into full truckloads, thereby decreasing shipping costs while increasing customer service. In addition, we provide our customers a wide selection of products that do not require large volume orders.
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Additionally, all team members receive comprehensive annual compliance training, covering essential topics such as team member safety, food safety, and other vital areas. We created and implemented processes to help identify and eliminate safety events by reducing their frequency and severity. We also review and monitor our safety performance closely.
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We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
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Our goal is to reduce Occupational Safety and Health Administration (“OSHA”) recordable incidents year over year. During fiscal 2024, our recordable incident rate declined 1% compared to fiscal 2023.
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We also maintain an Equal Opportunity Employer statement that details our commitment to equal opportunity in all aspects of employment. The Company has eight employee-led business resource groups that support our team members.
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Consistent with this focus, we conducted our fifth OneTyson engagement survey, that included corporate and frontline team members for the purpose of evaluating our team member experience, internal performance and how we compared to other companies in multiple areas.
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AVAILABILITY OF SEC FILINGS AND CORPORATE GOVERNANCE DOCUMENTS ON INTERNET WEBSITE We maintain an internet website for investors at http://ir.tyson.com.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIf we are unable to implement the financial excellence programs smoothly or successfully, or we otherwise do not capture the anticipated savings, our business, results of operations and financial condition for future periods could be negatively impacted. 9 We are subject to risks associated with our international activities, which could negatively affect our sales to customers in foreign locations, as well as our operations and assets in such locations.
Biggest changeIf we are unable to implement such programs or plans smoothly or successfully, or we otherwise do not realize the anticipated benefits or capture the anticipated savings, our business, results of operations and financial condition could be negatively impacted.
We are subject to various risks and uncertainties relating to international sales and operations, including: closing of borders by foreign countries to the import of beef, pork and poultry products due to animal disease or other perceived health or safety issues; the impact of currency exchange rate fluctuations between the United States dollar and foreign currencies, particularly the Australian dollar, the Brazilian real, the British pound sterling, the Canadian dollar, the Chinese renminbi, the European euro, the Malaysian ringgit, the Mexican peso, and the Thai baht; political and economic conditions, including ongoing conflicts and political tensions; and difficulties and costs of complying with different legal, tax and regulatory requirements impacting exports and other international activities.
We are subject to various risks and uncertainties relating to international sales and operations, including: closing of borders by foreign countries to the import of beef, pork and poultry products due to animal disease or other perceived health or safety issues; the impact of currency exchange rate fluctuations between the United States dollar and foreign currencies, particularly the 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; political and economic conditions, including ongoing conflicts and political tensions; and difficulties and costs of complying with different legal, tax and regulatory requirements impacting exports and other international activities.
If a taxing authority disagrees with the positions we have taken, we could face additional tax liability, including interest and penalties, which could adversely affect our financial results. For more information, refer to Part II, Item 8. Notes to the Consolidated Financial Statements, Note 10: Income Tax. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
If a taxing authority disagrees with the positions we have taken, we could face additional tax liability, including interest and penalties, which could adversely affect our financial results. For more information, refer to Part II, Item 8. Notes to the Consolidated Financial Statements, Note 10: Income Taxes. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
If we are unable to do this, such expansion could adversely affect our financial results. 10 Additionally, from time to time, we may divest businesses that do not align with our strategic objectives or that do not meet our growth or profitability targets. We may not be able to complete desired or proposed divestitures on terms favorable to us.
If we are unable to do this, such expansion could adversely affect our financial results. Additionally, from time to time, we may divest businesses that do not align with our strategic objectives or that do not meet our growth or profitability targets. We may not be able to complete desired or proposed divestitures on terms favorable to us.
Similar risks exist with respect to the third-party vendors that we rely upon for aspects of our information technology support services and administrative functions, including health and benefit plan administration and certain finance and accounting functions, and systems managed, hosted, provided and/or used by third parties and their vendors. We have not experienced any significant cyber-related events in fiscal 2024.
Similar risks exist with respect to the third-party vendors that we rely upon for aspects of our information technology support services and administrative functions, including health and benefit plan administration and certain finance and accounting functions, and systems managed, hosted, provided and/or used by third parties and their vendors. We have not experienced any significant cyber-related events in fiscal 2025.
We have implemented and continue to evaluate cyber-security initiatives and business continuity and disaster recovery plans to mitigate our exposure to these risks, but these measures may not be adequate, as attempted cyber attacks or breaches become more sophisticated. In addition, new technologies, such as artificial intelligence, may present new technological risks or vulnerabilities.
We have implemented and continue to evaluate cyber-security initiatives and business continuity and disaster recovery plans to mitigate our exposure to these risks, but these measures may not be adequate, as attempted cyber attacks or breaches become more sophisticated. In addition, new technologies, such as artificial intelligence and quantum computing, may present new technological risks or vulnerabilities.
Supply of and demand for our products can be adversely impacted by disease outbreaks impacting animals, animal products, and livestock, such as African swine fever (“ASF”), Bovine Spongiform Encephalopathy, Foot and Mouth Disease, and Highly Pathogenic Avian Influenza (“HPAI”), which can have a significant impact on our financial results.
Supply of and demand for our products can be adversely impacted by disease outbreaks impacting animals, animal products, and livestock, such as African swine fever (“ASF”), Bovine Spongiform Encephalopathy, Foot and Mouth Disease, Highly Pathogenic Avian Influenza (“HPAI”), and New World screwworm, which can have a significant impact on our financial results.
Corn, soybean meal and other feed ingredients, for instance, represented roughly 56% of our cost of growing a live chicken in fiscal 2024. Production and pricing of these commodities are determined by constantly changing market forces of supply and demand over which we have limited or no control.
Corn, soybean meal and other feed ingredients, for instance, represented roughly 53% of our cost of growing a live chicken in fiscal 2025. Production and pricing of these commodities are determined by constantly changing market forces of supply and demand over which we have limited or no control.
In 2024, HPAI was detected in the United States in dairy cattle, wild birds, mammals, and farm workers directly exposed to infected dairy or poultry. Efforts are taken to control disease risks by adherence to good production practices and extensive precautionary biosecurity measures designed to ensure the health of livestock and poultry.
HPAI has been detected in the United States in dairy cattle, wild birds, mammals, and farm workers directly exposed to infected dairy or poultry. Efforts are taken to control disease risks by adherence to good production practices and extensive precautionary biosecurity measures designed to ensure the health of livestock and poultry.
As of September 28, 2024, through a series of trusts, Mr. John Tyson, Chairman of the Board of Directors, controls 44.445% of the general partner percentage interests, and Ms. Barbara Tyson, a director of the Company, controls 11.115% of the general partner percentage interests (the remaining general partnership interests are held by the Donald J. Tyson Revocable Trust (44.44%)).
As of September 27, 2025, through a series of trusts, Mr. John Tyson, Chairman of the Board of Directors, controls 44.445% of the general partner percentage interests, and Ms. Barbara Tyson, a director of the Company, controls 11.115% of the general partner percentage interests (the remaining general partnership interests are held by the Donald J. Tyson Revocable Trust (44.44%)).
Our business could suffer significant setbacks in sales and operating income if our customers’ plans and/or markets change significantly or if we lost one or more of our largest customers, including, for example, Walmart Inc., which accounted for 18.4% of our sales in fiscal 2024.
Our business could suffer significant setbacks in sales and operating income if our customers’ plans and/or markets change significantly or if we lost one or more of our largest customers, including, for example, Walmart Inc., which accounted for 18.7% of our sales in fiscal 2025.
The implementation of the financial excellence programs may be more difficult, costly, or time-consuming than expected, and the financial excellence programs may not result in any or all of the anticipated benefits.
The implementation of financial excellence programs and operational optimization plans may be more difficult, costly, or time-consuming than expected, and may not result in any or all of the anticipated benefits.
We have approximately 138,000 team members, approximately 36,000 of whom are covered by collective bargaining agreements or are members of labor unions. Our operations depend on the availability and relative costs of labor and maintaining good relations with team members and the labor unions.
We have approximately 133,000 team members, approximately 37,000 of whom are covered by collective bargaining agreements or are members of labor unions. Our operations depend on the availability and relative costs of labor and maintaining good relations with team members and the labor unions.
These types of events and the resulting analyses could result in impairment charges in the future, which could be substantial. At September 28, 2024, we had $13.9 billion of goodwill and indefinite life intangible assets, which represented approximately 37% of total assets. Participation in a Multiemployer Pension Plan could adversely affect our business.
These types of events and the resulting analyses could result in impairment charges in the future, which could be substantial. At September 27, 2025, we had $13.5 billion of goodwill and indefinite life intangible assets, which represented approximately 37% of total assets. Participation in a Multiemployer Pension Plan could adversely affect our business.
As of September 28, 2024, Tyson Limited Partnership (the “TLP”) owns 99.987% of the outstanding shares of the Company’s Class B Common Stock, $0.10 par value (“Class B stock”), and the TLP and members of the Tyson family own, in the aggregate, 2.43% of the outstanding shares of the Company’s Class A Common Stock, $0.10 par value (“Class A stock”), giving them, collectively, control of approximately 71.70% of the total voting power of the Company’s outstanding voting stock.
As of September 27, 2025, Tyson Limited Partnership (the “TLP”) owns 99.987% of the outstanding shares of the Company’s Class B Common Stock, $0.10 par value (“Class B stock”), and the TLP and members of the Tyson family own, in the aggregate, 2.56% of the outstanding shares of the Company’s Class A Common Stock, $0.10 par value (“Class A stock”), giving them, collectively, control of approximately 71.94% of the total voting power of the Company’s outstanding voting stock.
At September 28, 2024, the funded status of our defined benefit pension plans was an underfunded position of $158 million, as compared to an underfunded position of $149 million at the end of fiscal 2023.
At September 27, 2025, the funded status of our defined benefit pension plans was an underfunded position of $146 million, as compared to an underfunded position of $158 million at the end of fiscal 2024.
Negative consequences relating to these risks and uncertainties could jeopardize or limit our ability to transact business in one or more of those markets where we operate or in other developing markets and could adversely affect our financial results.
Negative consequences relating to these risks and uncertainties could jeopardize or limit our ability to transact business in one or more of those markets where we operate or in other developing markets and could adversely affect our financial results. Global pandemics have had, and may in the future have, an adverse impact on our business and operations.
Gains or losses on the sales of, or lost operating income from, those businesses may affect our profitability and margins. Moreover, we may incur asset impairment charges related to divestitures that reduce our profitability. Our divestiture activities may present financial, managerial and operational risks, which could adversely affect our product sales, financial condition and results of operations.
Gains or losses on the sales of, or lost operating income from, those businesses may affect our profitability and margins. Moreover, we may incur asset impairment charges related to divestitures that reduce our profitability.
Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or results of operations. BUSINESS & OPERATIONAL RISK FACTORS Global pandemics have had, and may in the future have, an adverse impact on our business and operations.
Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or results of operations.
We may not realize any or all of the anticipated benefits of our financial excellence programs, which may prove to be more difficult, costly or time consuming than expected. The success of the financial excellence programs, or future financial excellence programs will depend in part on our ability to successfully implement the programs in an efficient and effective manner.
BUSINESS & OPERATIONAL RISK FACTORS We may not realize any or all of the anticipated benefits of our financial excellence programs and operational optimization plans, which may prove to be more difficult, costly or time consuming than expected.
This concentration of ownership may also delay or prevent a change in control otherwise favored by our other stockholders and could depress our stock price. Additionally, as a result of the TLP’s significant ownership of our outstanding voting stock, we are eligible for “controlled company” exemptions from certain corporate governance requirements of the New York Stock Exchange.
Additionally, as a result of the TLP’s significant ownership of our outstanding voting stock, we are eligible for, and have elected to rely on, “controlled company” exemptions from certain corporate governance requirements of the New York Stock Exchange.
In fiscal 2024, we sold products to customers in approximately 140 countries. Major sales markets include Australia, Canada, Central America, Chile, China, the European Union, the United Kingdom, Japan, Mexico, Malaysia, the Middle East, Singapore, South Korea, Taiwan and Thailand.
Major sales markets include Canada, Central America, China, the European Union, the United Kingdom, Japan, Mexico, Malaysia, the Middle East, the Philippines, Singapore, South Korea, Taiwan, Thailand and Vietnam. Our sales to customers in foreign countries for fiscal 2025 totaled $7.4 billion, of which $4.8 billion related to export sales from the United States.
In addition, our operations, or those of producers who provide live animals to our production operations, may become more limited in their ability to procure, deliver, or produce our food products because of labor shortages.
In addition, our operations, or those of producers who provide live animals to our production operations, may become more limited in their ability to procure, deliver, or produce our food products because of labor shortages. 9 Our business and reputation could suffer if we are unable to protect our information technology systems against, or effectively respond to, cyber attacks, other cyber incidents or security breaches or if our information technology systems are otherwise disrupted.
Our sales to customers in foreign countries for fiscal 2024 totaled $7.8 billion, of which $5.2 billion related to export sales from the United States. In addition, we had approximately $1.4 billion of long-lived assets located in foreign locations, primarily Brazil, China, the European Union, Malaysia, the Middle East and Thailand, at the end of fiscal 2024.
In addition, we had approximately $0.7 billion of long-lived assets, excluding goodwill, intangibles, financial instruments and deferred tax assets, located in foreign locations, primarily Brazil, China, New Zealand, Malaysia, the Middle East and Thailand, at the end of fiscal 2025.
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Our business and reputation could suffer if we are unable to protect our information technology systems against, or effectively respond to, cyber attacks, other cyber incidents or security breaches or if our information technology systems are otherwise disrupted.
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The success of our financial excellence programs or operational optimization plans, including the network optimization plan, will depend in part on our ability to successfully implement these programs and plans or any future such programs and plans in an efficient and effective manner.
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We are subject to risks associated with our international activities, which could negatively affect our sales to customers in foreign locations, as well as our operations and assets in such locations and in the United States. In fiscal 2025, we sold products to customers in approximately 140 countries.
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Changes in import and export policies, including trade restrictions, new or increased tariffs or quotas, and customs restrictions, could require us to change the way we conduct business, impose increased costs, and reduce demand for our products. Tariffs and trade disputes could increase the price of our goods in the affected countries and result in less or no demand.
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In addition, tariffs could affect the pricing of commodities and raw materials, and this could impose additional costs on us or on our suppliers, which could affect the costs and availability of sourcing of such commodities and raw materials. The extent and duration of tariffs is subject to change, and this could adversely affect general economic conditions.
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In times of economic uncertainty, consumers may purchase fewer products or shift to lower-priced offerings such as private-label goods, and this could adversely affect our product sales.
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Our divestiture activities may present financial, managerial and operational risks, which could adversely affect our product sales, financial condition and results of operations. 10 Tyson Limited Partnership can exercise significant control.
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This concentration of ownership may also delay or prevent a change in control otherwise favored by our other stockholders and could depress our stock price.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeCertain of our board members, including certain members of our Governance and Nominating Committee, have backgrounds or experience in risk management and/or information technology.
Biggest changeAmong other responsibilities, the Technology Committee oversees the Company’s cybersecurity framework, data privacy practices, and information security programs and scorecards. Certain of our board members, including certain members of our Governance and Nominating Committee and the Technology Committee have backgrounds or experience in risk management and/or information technology.
We actively work with internal partners to assess and implement methods of transferring risk to appropriate parties. Identification We assess our technology assets and their vulnerabilities, including risks from our suppliers and vendors, to prioritize and improve program efforts consistent with our risk management strategy. We engage in the periodic assessment and testing of our program.
We actively work with internal partners to assess and implement methods of transferring risk to appropriate parties. 17 Identification We assess our technology assets and their vulnerabilities, including risks from our suppliers and vendors, to prioritize and improve program efforts consistent with our risk management strategy. We engage in the periodic assessment and testing of our program.
The Board of Directors also receives regular reports from the Governance and Nominating Committee on these and other risk-related matters as necessary. Our CISO provides information to the Governance and Nominating Committee pursuant to risk-based escalation protocols for cybersecurity incidents that exceed designated thresholds.
The Board of Directors also receives regular reports from the Governance and Nominating Committee and the Technology Committee on these and other risk-related matters as necessary. Our CISO provides information to the Technology Committee pursuant to risk-based escalation protocols for cybersecurity incidents that exceed designated thresholds.
On at least an annual basis, the Governance and Nominating Committee receives updates from our CISO, Chief Information & Technology Officer (“CITO”) and other members of management on risks related to information systems, information security, data privacy and cybersecurity.
On at least an annual basis, the Governance and Nominating Committee receives updates from our CISO, Chief Technology Officer (“CTO”) and other members of management on risks related to information systems, information security, data privacy and cybersecurity.
Our CITO, to whom the CISO reports, has been with the company since 2017 and has served as the Company’s CITO since 2023. 18
Our CTO, to whom the CISO reports, has been with the Company since 2013 and has served as the Company’s CTO since 2025. 18
We identify assets and their criticality to business operations and provide reasonable protection, threat detection, response and recovery capabilities. 17 We address third-party cybersecurity risks presented by our use of third-party software, service, data and technology providers, including cloud-based services, and proactively evaluate the cybersecurity risk of third parties using multiple evaluation factors which are aligned with our contracting and vendor selection processes.
We address third-party cybersecurity risks presented by our use of third-party software, service, data and technology providers, including cloud-based services, and proactively evaluate the cybersecurity risk of third parties using multiple evaluation factors which are aligned with our contracting and vendor selection processes.
Additionally, we assess data risks using privacy impact assessments and manage these risks in close alignment with data governance, operations, and analytics teams.
Additionally, we assess data risks using privacy impact assessments and manage these risks in close alignment with data governance, operations, and analytics teams. We identify assets and their criticality to business operations and provide reasonable protection, threat detection, response and recovery capabilities.
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In addition, beginning in fiscal 2025, the Company’s Board of Directors appointed a special committee of the Board of Directors (the “Technology Committee”) to oversee and advise on technology-related strategies, investments, risks and innovations to enable alignment with the Company’s strategy, operational priorities and cybersecurity protections.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe Pork segment includes four case-ready operations that share facilities with and are included in the Beef segment in the table above. As described in Part II, Item 8, Notes to Consolidated Financial Statements, Note 7: Restructuring and Related Charges, we closed one Pork segment facility during fiscal 2024.
Biggest changeAs described in Part II, Item 8, Notes to Consolidated Financial Statements, Note 7: Restructuring and Related Charges, we closed two Prepared Foods segment facilities during fiscal 2025. We own and lease domestic distribution and cold storage facilities that support the supply chains of all our segment operations and are not specifically dedicated to individual segments.
Our Prepared Foods facilities process fresh and frozen chicken, turkey, beef, pork and other raw materials into ready-to-eat sandwiches, sandwich components such as flame-grilled hamburgers and Philly steaks, pizza toppings, raw and processed meats, appetizers, prepared meals, ethnic foods, flour and corn tortilla products and meat dishes.
Our Prepared Foods facilities process fresh and frozen chicken, turkey, beef, pork and other raw materials into ready-to-cook and ready-to-eat sandwiches, sandwich components such as flame-grilled hamburgers and Philly steaks, pizza toppings, raw and processed meats, appetizers, prepared meals, ethnic foods, flour and corn tortilla products and meat dishes.
One of the beef facilities contains a tallow refinery. As described in Part II, Item 8, Notes to Consolidated Financial Statements, Note 7: Restructuring and Related Charges, we closed two Beef segment facilities during fiscal 2024. Pork Pork facilities include various phases of harvesting live hogs and fabricating pork products and specialty products.
One of the beef facilities contains a tallow refinery. As described in Part II, Item 8, Notes to Consolidated Financial Statements, Note 7: Restructuring and Related Charges, we closed one Beef segment facility during fiscal 2025. Pork Pork facilities include various phases of harvesting live hogs and fabricating pork products and specialty products.
PROPERTIES The following table summarizes our domestic properties as of September 28, 2024: Number of Facilities (1) Owned Leased Total Capacity (2) Beef Segment Facilities 12 — 12 155,000 head Pork Segment Facilities 6 — 6 421,000 head Chicken Segment Facilities 163 6 169 42 million head Prepared Foods Segment Facilities 37 — 37 74 million pounds (1) Certain facilities produce products that are reported in multiple segments.
PROPERTIES The following table summarizes our properties as of September 27, 2025: Number of Facilities (1) Owned Leased Total Capacity (2) Beef Segment Facilities 11 — 11 155,000 head Pork Segment Facilities 6 — 6 451,000 head Chicken Segment Facilities 162 5 167 42 million head Prepared Foods Segment Facilities 35 — 35 72 million pounds (1) Certain facilities produce products that are reported in multiple segments.
We regularly engage in construction and other capital improvement projects intended to expand capacity and improve the efficiency of our processing and support facilities. We also consider the efficiencies of our operations and may from time to time consider changing the number or type of facilities we operate to align with our capacity needs. 19
We also consider the efficiencies of our operations and may from time to time consider changing the number or type of facilities we operate to align with our capacity needs. 19
Chicken Our vertically-integrated Chicken operations facilities include processing facilities, rendering facilities, blending mills, feed mills, grain elevators and broiler hatcheries. The Chicken processing facilities include various phases of harvesting, dressing, cutting, packaging, deboning and further-processing. We also have animal nutrition operations, which are associated with the Chicken rendering facilities or within various Chicken processing facilities.
We also have animal nutrition operations, which are associated with the Chicken rendering facilities or within various Chicken processing facilities. The blending mills, feed mills, grain elevators and broiler hatcheries have sufficient capacity to meet the needs of the chicken growout operations.
The processing facilities include various phases of harvesting, dressing, cutting, packaging, deboning and further-processing. We believe our present facilities are generally adequate and suitable, have sufficient capacity and are appropriately utilized for our current purposes. Fluctuations in inventories, production and utilization may occur based upon seasonal or other changes in demand for our products.
Our International/Other foreign production operations in Asia-Pacific, China, and South Korea include 21 chicken processing facilities, three feed mills and one broiler hatchery. The processing facilities include various phases of harvesting, dressing, cutting, packaging, deboning and further-processing. We believe our present facilities are generally adequate and suitable, have sufficient capacity and are appropriately utilized for our current purposes.
The blending mills, feed mills, grain elevators and broiler hatcheries have sufficient capacity to meet the needs of the chicken growout operations. The Chicken segment includes one processing facility that shares a facility with and is included in the Prepared Foods segment in the table above.
The Chicken segment includes one processing facility that shares a facility with and is included in the Prepared Foods segment in the table above. Prepared Foods Our Prepared Foods segment includes processing facilities and a vertically-integrated turkey operation.
As described in Part II, Item 8, Notes to Consolidated Financial Statements, Note 7: Restructuring and Related Charges, we sold or closed a total of five Chicken segment locations which included certain feed mills and hatcheries supporting those processing facilities during fiscal 2024. Prepared Foods Our Prepared Foods segment includes processing facilities and a vertically-integrated turkey operation.
As described in Part II, Item 8, Notes to Consolidated Financial Statements, Note 7: Restructuring and Related Charges, during fiscal 2025, we sold multiple Tyson-owned and operated storage facilities which primarily support our Chicken and Prepared Foods segments and leased back the storage facilities for various periods.
Removed
We own and lease domestic distribution and cold storage facilities that support the supply chains of all our segment operations and are not specifically dedicated to individual segments. Our International/Other foreign production operations in Asia-Pacific and China-Korea include one beef facility, 21 chicken processing facilities, three feed mills and one broiler hatchery.
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The Pork segment includes four case-ready operations that share facilities with and are included in the Beef segment in the table above. Chicken Our vertically-integrated Chicken operations facilities include processing facilities, rendering facilities, blending mills, feed mills, grain elevators and broiler hatcheries. The Chicken processing facilities include various phases of harvesting, dressing, cutting, packaging, deboning and further-processing.
Added
Fluctuations in inventories, production and utilization may occur based upon seasonal or other changes in demand for our products. We regularly engage in construction and other capital improvement projects intended to expand capacity and improve the efficiency of our processing and support facilities.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeIn 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.
Biggest changeOther Matters As of September 27, 2025, we had approximately 133,000 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.
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.
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.
Defendants subsequently filed a post-trial motion to dismiss, which the court denied on June 26, 2024. An evidentiary hearing is scheduled for December 2024. Other Matters As of September 28, 2024, we had approximately 138,000 team members and, at any time, have various employment practices matters outstanding.
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. The parties completed post-hearing briefing thereafter.
Added
On June 17, 2025, the Court entered an opinion and order concluding that conditions in the Illinois River Watershed had not changed materially since the original trial in 2009 and 2010. The following day, the court entered an order setting a schedule for the parties to make written submissions concerning the terms of the final judgment the court should enter.
Added
Those submissions were completed August 11, 2025, and remain pending before the court. After consideration of these submissions, the court is expected to enter a final judgment imposing the remedies, if any, that it deems appropriate based on the evidence in the record.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeKing served as Chief Administration Officer from February 2019 to September 2020 in addition to the role of Group President, International from January 2019 to February 2020. Mr. King previously served as President, North American Operations from 2015 to 2016 and President, North American Operations and Foodservice in 2014. Mr. King was initially employed by Valmac Industries in 1982.
Biggest changeKing previously served as President, North American Operations from 2015 to 2016 and President, North American Operations and Foodservice in 2014. Mr. King was initially employed by Valmac Industries in 1982. Valmac Industries was acquired by the Company in 1984. Mr. King was self-employed from 2016 to February 2019 before returning to the Company. 21 PART II
ITEM 4. MINE SAFETY DISCLOSURES Not applicable. INFORMATION ABOUT OUR EXECUTIVE OFFICERS Each of our executive officers serve one-year terms from the date of their election, or until their successors are appointed and qualified. Chairman of the Board of Directors John H. Tyson is the father of John R. Tyson and nephew of Director Barbara A. Tyson.
ITEM 4. MINE SAFETY DISCLOSURES Not applicable. INFORMATION ABOUT OUR EXECUTIVE OFFICERS Each of our executive officers serve one-year terms from the date of their election, or until their successors are appointed and qualified. Chairman of the Board of Directors John H. Tyson is the father of Directors John R. Tyson and Olivia L.
Devin Cole was appointed as President, International & Global McDonald’s in July 2024 after serving as President, Global McDonald’s since March 2024. He was also employed at the Company from 1995 to 2014, serving in various roles including as a Group Vice President and as Chief Commercial Officer. Mr.
Devin Cole was appointed as Chief Operating Officer in September 2025 after serving in various roles since March of 2024 including Group President Poultry, International & Global McDonald’s. He was also employed at the Company from 1995 to 2014, serving in various roles including as Group Vice President and as Chief Commercial Officer. Mr.
Tyson Executive Vice President 34 2019 John H. Tyson has served as Chairman of the Board of Directors since 1998 and was previously Chief Executive Officer of the Company from 2000 until 2006. Mr. Tyson was initially employed by the Company in 1973.
Tyson has served as Chairman of the Board of Directors since 1998 and was previously Chief Executive Officer of the Company from 2000 until 2006. Mr. Tyson was initially employed by the Company in 1973.
No other family relationships exist among these officers. The name, title, age (as of September 28, 2024) and calendar year of initial election to executive office of our executive officers are listed below: Name Title Age Year Elected Executive Officer John H.
Tyson and nephew of Director Barbara A. Tyson. No other family relationships exist among these officers. The name, title, age (as of September 27, 2025) and calendar year of initial election to executive office of our executive officers are listed below: Name Title Age Year Elected Executive Officer John H.
Curt Calaway was appointed Chief Financial Officer in August 2024, after serving as interim Chief Financial Officer from June 2024 to August 2024, as Chief Financial Officer for the Company's Prepared Foods business segment from May 2024 to August 2024, and as Senior Vice President and Treasurer from April 2022 to May 2024 and from December 2018 to May 2021.
Bondar was employed by Avery Dennison Corporation from 2008 to 2023 prior to joining the Company. 20 Curt Calaway was appointed Chief Financial Officer in August 2024, after serving as interim Chief Financial Officer from June 2024 to August 2024, as Chief Financial Officer for the Company's Prepared Foods business segment from May 2024 to August 2024, and as Senior Vice President and Treasurer from April 2022 to May 2024 and from December 2018 to May 2021.
Deckinger served as Vice President and Associate General Counsel since his initial employment with the Company in April 2018. Mr. Deckinger was employed by The Boeing Company prior to joining the Company. Jacqueline Hanson was appointed Chief People Officer in January 2024 after serving as Human Resources Senior Vice President for Poultry, Cobb, McDonald’s and International since August 2022. Ms.
Deckinger was employed by The Boeing Company prior to joining the Company. Jacqueline Hanson was appointed Chief People Officer in January 2024 after serving as Human Resources Senior Vice President for Poultry, Cobb, McDonald’s and International since August 2022. Ms. Hanson was employed by John Deere prior to joining the Company.
Hanson was employed by John Deere prior to joining the Company. Donnie King was appointed President and Chief Executive Officer in June 2021 after serving as Chief Operating Officer since February 2021 and Group President Poultry since September 2020. Mr.
Donnie King was appointed President and Chief Executive Officer in June 2021 after serving as Chief Operating Officer since February 2021 and Group President Poultry since September 2020. Mr. King served as Chief Administration Officer from February 2019 to September 2020 in addition to the role of Group President, International from January 2019 to February 2020. Mr.
Cole was employed by George’s Inc. from 2016 to 2023 and Keystone Foods from 2015 to 2016 before returning to the Company. Adam Deckinger was appointed as General Counsel and Secretary in January 2023 after serving as Senior Vice President and Head of Law and Compliance since November 2022. Prior to that role, Mr.
Cole was employed by George’s Inc. from 2016 to 2023 and Keystone Foods from 2015 to 2016 before returning to the Company. Adam Deckinger was appointed as General Counsel in January 2023, and served concurrently as Secretary from January 2023 to May 2025.
Tyson Chairman of the Board of Directors 71 2011 Lori Bondar Senior Vice President and Chief Accounting Officer 63 2023 Melanie Boulden Chief Growth Officer 52 2023 Curt Calaway Chief Financial Officer 51 2024 Devin Cole President, International & Global McDonald's 54 2024 Adam Deckinger General Counsel and Secretary 48 2023 Jacqueline Hanson Chief People Officer 55 2024 Donnie King President and Chief Executive Officer 62 2019 Wes Morris Group President, Poultry 59 2023 Kyle Narron Group President, Prepared Foods 44 2024 Brady Stewart Group President, Beef, Pork and Chief Supply Chain Officer 45 2023 John R.
Tyson Chairman of the Board of Directors 72 2011 Lori Bondar Senior Vice President and Chief Accounting Officer 64 2023 Curt Calaway Chief Financial Officer 52 2024 Devin Cole Chief Operating Officer 55 2024 Adam Deckinger General Counsel 49 2023 Jacqueline Hanson Chief People Officer 56 2024 Donnie King President and Chief Executive Officer 63 2019 John H.
Removed
Bondar was employed by Avery Dennison Corporation from 2008 to 2023 prior to joining the Company. 20 Melanie Boulden was appointed Chief Growth Officer since her initial employment with the Company in February 2023. She has also served as Group President, Prepared Foods from September 2023 to September 2024. Prior to joining the Company, Ms.
Added
Prior to that, he served as Senior Vice President and Head of Law and Compliance from November 2022 to January 2023, and as Vice President and Associate General Counsel since his initial employment with the Company in April 2018. Subsequent to the end of fiscal 2025, Mr. Deckinger was appointed Chief Legal and Administrative Officer on September 30, 2025. Mr.
Removed
Boulden was employed by The Coca-Cola Company from 2019 to 2022, Reebok International from 2018 to 2019, and Crayola and Kraft Foods prior to that.
Removed
Valmac Industries was acquired by the Company in 1984. Mr. King was self-employed from 2016 to February 2019 before returning to the Company. Wes Morris was appointed Group President, Poultry in January 2023 after serving as a consultant to the Company since October 2020. Mr.
Removed
Morris was previously employed by the Company from 1999 until 2017 and has served in many leadership roles including President, Prepared Foods Operations. Mr. Morris was employed by Simmons Foods before his return to the Company.
Removed
Brady Stewart was appointed Group President, Beef, Pork and Chief Supply Chain Officer in August 2023 after serving as Group President, Fresh Meats since his initial employment with the Company in January 2023. Prior to joining the Company, Mr. Stewart was employed by Smithfield Foods from 2017 to 2022 and the Kansas City Sausage Company prior to that.
Removed
Kyle Narron was appointed Group President, Prepared Foods in October 2024, after serving as Senior Vice President of Pork and Prepared Foods from February 2023 to September 2024. Prior to joining the Company, Mr. Narron was employed by Smithfield Foods and Summit Logistics Group. John R. Tyson is an Executive Vice President of the Company.
Removed
He was previously Executive Vice President and Chief Financial Officer of the Company from October 2022 to June 2024, after serving as Executive Vice President, Strategy and Chief Sustainability Officer since October 2021, as Chief Sustainability Officer from September 2019 to October 2021, and as Director, Office of the Chief Executive Officer since his initial employment with the Company in May 2019.
Removed
Mr. Tyson has been an observer at the Company’s board of directors’ meetings since 2014. He was employed by J.P. Morgan and as a private equity and venture capital investor prior to joining the Company. PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

13 edited+1 added−4 removed3 unchanged
Biggest changeThe per share amount of the cash dividend paid to holders of Class B stock cannot exceed 90% of the cash dividend simultaneously paid to holders of Class A stock. In fiscal 2024, the annual dividend rate for Class A stock was $1.96 per share and the annual dividend rate for Class B stock was $1.764 per share.
Biggest changeDIVIDENDS Cash dividends cannot be paid to holders of Class B stock unless they are simultaneously paid to holders of Class A stock. The per share amount of the cash dividend paid to holders of Class B stock cannot exceed 90% of the cash dividend simultaneously paid to holders of Class A stock.
(2) We purchased 101,190 shares during the period that were not made pursuant to our previously announced stock repurchase program but were purchased to fund certain Company obligations under our equity compensation plans.
(2) We purchased 45,781 shares during the period that were not made pursuant to our previously announced stock repurchase program but were purchased to fund certain Company obligations under our equity compensation plans.
The information in this “Performance Graph” section shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Securities Exchange Act of 1934. 23 ITEM 6. SELECTED FINANCIAL DATA Not applicable.
The information in this “Performance Graph” section shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Securities Exchange Act of 1934.
We anticipate the remaining quarterly dividends in fiscal 2025 will be $0.50 and $0.45 per share of our Class A and Class B stock, respectively. This results in an annual dividend rate in fiscal 2025 of $2.00 for Class A shares and $1.80 for Class B shares, or a 2% increase compared to the fiscal 2024 annual dividend rate.
We anticipate the remaining quarterly dividends in fiscal 2026 will be $0.51 and $0.459 per share of our Class A and Class B stock, respectively. This results in an annual dividend rate in fiscal 2026 of $2.04 for Class A shares and $1.836 for Class B shares, or a 2% increase compared to the fiscal 2025 annual dividend rate.
Effective November 8, 2024, the Board of Directors increased the quarterly dividend previously declared on August 8, 2024, to $0.50 per share on our Class A common stock and $0.45 per share on our Class B common stock.
Effective November 7, 2025, the Board of Directors increased the quarterly dividend previously declared on August 7, 2025, to $0.51 per share on our Class A common stock and $0.459 per share on our Class B common stock.
(3) Shares purchased during the period pursuant to our previously announced stock repurchase program. 22 PERFORMANCE GRAPH The following graph shows a five-year comparison of cumulative total returns for our Class A stock, the Standard & Poor’s (“S&P”) 500 Index, our fiscal 2023 peer group and the S&P 500 Consumer Staples Index described below.
(3) We purchased 3.1 million shares during the twelve months ended September 27, 2025 pursuant to our previously announced stock repurchase program. 22 PERFORMANCE GRAPH The following graph shows a five-year comparison of cumulative total returns for our Class A stock, the Standard & Poor’s (“S&P”) 500 Index and the S&P 500 Consumer Staples Index described below.
The Board also declared a quarterly dividend of $0.50 per share on our Class A common stock and $0.45 per share on our Class B common stock, payable on March 14, 2025, to shareholders of record at the close of business on February 28, 2025.
The Board also declared on November 7, 2025 a quarterly dividend of $0.51 per share on our Class A common stock and $0.459 per share on our Class B common stock, payable on March 13, 2026, to shareholders of record at the close of business on February 27, 2026.
The increased quarterly dividend is payable on December 13, 2024, to shareholders of record at the close of business on November 29, 2024.
The increased quarterly dividend is payable on December 15, 2025, to shareholders of record at the close of business on December 1, 2025.
On May 3, 2012, our Board of Directors approved an increase of 35 million shares, on January 30, 2014, our Board of Directors approved an increase of 25 million shares and on February 4, 2016, our Board of Directors approved an increase of 50 million shares under the program. The program has no fixed or scheduled termination date.
Additionally, our Board of Directors approved increases to the number of shares authorized to repurchase under the program of 43 million shares on August 7, 2025, 50 million shares on February 5, 2016, 25 million shares on January 30, 2014, and 35 million shares on May 3, 2012. The program has no fixed or scheduled termination date.
Holders of Class B stock are entitled to 10 votes per share and holders of Class A stock are entitled to one vote per share on matters submitted to shareholders for approval.
Holders of Class B stock are entitled to 10 votes per share and holders of Class A stock are entitled to one vote per share on matters submitted to shareholders for approval. As of October 25, 2025, there were approximately 24,000 holders of record of our Class A stock and six holders of record of our Class B stock.
The stock price performance of the Company’s Class A common stock shown in the above graph is not necessarily indicative of future stock price performance. For fiscal 2024, we selected the S&P 500 Consumer Staples Index for the comparison of total cumulative return on investment.
The graph compares the performance of the Company’s Class A common stock with that of the S&P 500 Index, and the S&P 500 Consumer Staples Index. The stock price performance of the Company’s Class A common stock shown in the above graph is not necessarily indicative of future stock price performance.
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) Jun. 30, 2024 to Jul. 27, 2024 3,165 $ 58.26 — 7,301,400 Jul. 28, 2024 to Aug. 31, 2024 9,538 62.36 — 7,301,400 Sept. 1, 2024 to Sept. 28, 2024 88,487 47.63 — 7,301,400 Total 101,190 $ 49.35 — 7,301,400 (1) On February 7, 2003, our Board of Directors approved a program to repurchase up to 25 million shares of Class A common stock from time to time in open market or privately negotiated transactions.
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) Jun. 29, 2025 to Jul. 26, 2025 3,237 $ 54.83 — 6,883,350 Jul. 27, 2025 to Aug. 30, 2025 1,544,213 56.25 1,525,989 48,357,361 Aug. 31, 2025 to Sept. 27, 2025 1,184,482 56.13 1,160,162 47,197,199 Total 2,731,932 $ 56.20 2,686,151 47,197,199 (1) On February 7, 2003, our Board of Directors approved a program to repurchase up to 25 million shares of Class A common stock from time to time in open market or privately negotiated transactions.
Fiscal Years Ended 9/28/19 10/3/20 10/2/21 10/1/22 9/30/23 9/28/24 Tyson Foods, Inc. $ 100.00 $ 71.30 $ 96.50 $ 83.02 $ 65.73 $ 80.54 S&P 500 Index 100.00 115.25 152.19 127.18 154.68 210.00 Fiscal 2023 (Peer Group) 100.00 111.01 125.39 124.62 148.13 188.77 Fiscal 2024 (S&P 500 Consumer Staples Index) 100.00 111.70 126.14 124.21 134.09 174.20 The total cumulative return on investment (change in the year-end stock price plus reinvested dividends), which is based on the stock price or composite index at the end of fiscal 2019, is presented for each of the periods for the Company, the S&P 500 Index, our fiscal 2023 peer group and the S&P 500 Consumer Staples Index.
Fiscal Years Ended 10/3/20 10/2/21 10/1/22 9/30/23 9/28/24 9/27/25 Tyson Foods, Inc. $ 100.00 $ 135.32 $ 116.46 $ 92.24 $ 112.99 $ 106.07 S&P 500 Index 100.00 132.04 110.33 134.15 182.10 213.54 S&P 500 Consumer Staples Index 100.00 111.73 111.35 119.53 149.63 149.94 The total cumulative return on investment (change in the year-end stock price plus reinvested dividends), which is based on the stock price or composite index at the end of fiscal 2020, is presented for each of the periods for the Company, the S&P 500 Index and the S&P 500 Consumer Staples Index.
Removed
As of October 26, 2024, there were approximately 25,000 holders of record of our Class A stock and six holders of record of our Class B stock. 21 DIVIDENDS Cash dividends cannot be paid to holders of Class B stock unless they are simultaneously paid to holders of Class A stock.
Added
In fiscal 2025, the annual dividend rate for Class A stock was $2.00 per share and the annual dividend rate for Class B stock was $1.80 per share.
Removed
The graph compares the performance of the Company’s Class A common stock with that of the S&P 500 Index, our fiscal 2023 peer group, with the return of each company in the peer group weighted on market capitalization, and the S&P 500 Consumer Staples Index.
Removed
The S&P 500 Consumer Staples Index was selected as it includes a larger sample of companies within or adjacent to our industry. For fiscal 2023, our peer group included: Albertsons Companies, Archer Daniels Midland Co., Bunge Ltd., Caterpillar Inc., Coca-Cola Co., Deere & Co., J.B.
Removed
Hunt Transport Services, Kraft Heinz Co., Mondelez International, Inc., PepsiCo Inc., Performance Food Group, Sysco Corp., United Natural Foods, U.S. Foods Holding, Proctor & Gamble and Walmart Inc.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

88 edited+25 added−23 removed94 unchanged
Biggest changeThe reduced decline in accounts receivable was primarily due to the decreased level of sales in the last few weeks of each year end partially offset by a net decrease in days sales outstanding. 31 Cash Flows from Investing Activities in millions 2024 2023 Additions to property, plant and equipment $ (1,132) $ (1,939) (Purchases of)/Proceeds from marketable securities, net (3) (2) Proceeds from sale of business 174 — Acquisitions, net of cash acquired — (262) Acquisition of equity investments (29) (115) Other, net 102 19 Net cash used for investing activities $ (888) $ (2,299) • 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. • Approximately $625 million will be necessary to complete buildings and equipment under construction at September 28, 2024. • We expect capital expenditures between $1.0 billion and $1.2 billion for fiscal 2025.
Biggest changeCash Flows from Operating Activities in millions 2025 2024 Net income $ 507 $ 822 Non-cash items in net income 1,754 1,544 Net changes in operating assets and liabilities: (Increase) decrease in accounts receivable (121) 59 (Increase) decrease in inventories (449) 153 Increase (decrease) in accounts payable 184 (205) Increase in income taxes payable/receivable 7 89 Net changes in other operating assets and liabilities 273 128 Net cash provided by operating activities $ 2,155 $ 2,590 • Non-cash items in net income primarily included depreciation and amortization of $1,361 million and $1,400 million in fiscal 2025 and fiscal 2024, respectively, and a $343 million goodwill impairment in fiscal 2025. • Cash provided by operating activities for fiscal 2025 was $2.2 billion, a decrease of $435 million compared to fiscal 2024, due to $105 million of lower earnings, net of non-cash items, and a $330 million decrease in cash provided by the net changes in operating assets and liabilities which was primarily impacted by: • A decrease of $602 million due to an increase in inventory of $449 million in fiscal 2025, compared to a decrease of $153 million in fiscal 2024, primarily due to increased average cost of inventory and higher volume of livestock. • A decrease of $180 million due to an increase in accounts receivable of $121 million in fiscal 2025, compared to a decrease of $59 million in fiscal 2024 as days sales outstanding increased more during fiscal 2025 than fiscal 2024 driven largely by increased average sales prices. • Partially offset by: • An increase of $389 million due to an increase in accounts payable of $184 million during fiscal 2025, compared to a decrease of $205 million in fiscal 2024, primarily due to higher input costs and increase in days payables outstanding. • An increase of $145 million due to an increase of $273 million in the net changes in other operating assets and liabilities in fiscal 2025, compared to an increase of $128 million in fiscal 2024, primarily driven by an increase in legal accruals net of payments offset by an increase in fiscal 2024 performance-based compensation. 31 Cash Flows from Investing Activities in millions 2025 2024 Additions to property, plant and equipment $ (978) $ (1,132) (Purchases of)/Proceeds from marketable securities, net (4) (3) Proceeds from sale of business — 174 Proceeds from sale of storage facilities 252 — Acquisition of equity investments (11) (29) Other, net 76 102 Net cash used for investing activities $ (665) $ (888) • Additions to property, plant and equipment included spending for production growth, safety, animal well-being, new equipment, infrastructure replacements and upgrades to maintain competitive standing and position us for future opportunities. • Approximately $520 million will be necessary to complete buildings and equipment under construction at September 27, 2025. • We expect capital expenditures between $0.7 billion and $1.0 billion for fiscal 2026.
Under these valuation approaches, we are required to make estimates and assumptions about sales growth, operating margins, royalty rates and discount rates based on budgets, business plans, economic projections, anticipated future cash flows and marketplace data. We consider indefinite life intangible assets that have 20% or less excess fair value over carrying amount to have a heightened risk of impairment.
Under these valuation approaches, we are required to make estimates and assumptions about sales growth, operating margins, royalty rates and discount rates based on budgets, business plans, economic projections, anticipated future cash flows and marketplace data. We consider indefinite life intangible assets that have 20% or less excess fair value over carrying value to have a heightened risk of impairment.
SEGMENT RESULTS We operate in four reportable segments: Beef, Pork, Chicken, and Prepared Foods. International/Other primarily includes our foreign operations in Australia, 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.
SEGMENT RESULTS We operate in four reportable segments: Beef, Pork, Chicken, and Prepared Foods. 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.
During fiscal 2023, we experienced lower than previously anticipated operating results and changing market fundamentals, as well as a drop in our market capitalization to below book value and an increase in long-term treasury rates which caused a net 50 basis point increase in the discount rates used in estimating the fair value of the reporting units.
During fiscal 2023, we experienced lower than anticipated operating results and changing market fundamentals, as well as a drop in our market capitalization to below book value and an increase in long-term treasury rates which caused a net 50 basis point increase in the discount rates used in estimating the fair value of the reporting units.
Generally, we utilize operating margin assumptions based on future expectations, macro-economic trends, operating margins historically realized in the reporting units’ industries and industry marketplace valuation multiples. We consider reporting units that have 20% or less excess fair value over carrying amount to have a heightened risk of impairment.
Generally, we utilize operating margin assumptions based on future expectations, macro-economic trends, operating margins historically realized in the reporting units’ industries and industry marketplace valuation multiples. We consider reporting units that have 20% or less excess fair value over carrying value to have a heightened risk of impairment.
If it is determined, based on qualitative factors, the fair value of the reporting unit may more likely than not be less than its carrying amount or if significant changes to macro-economic factors related to the reporting unit have occurred that could materially impact fair value, a quantitative goodwill impairment test would be required.
If it is determined, based on qualitative factors, the fair value of the reporting unit may more likely than not be less than its carrying value or if significant changes to macro-economic factors related to the reporting unit have occurred that could materially impact fair value, a quantitative goodwill impairment test would be required.
International/Other primarily includes our foreign operations in Australia, 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. For further description of the business, refer to Part I, Item 1, Business.
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. For further description of the business, refer to Part I, Item 1, Business.
Tyson Foods is dedicated to bringing high-quality food to every table in the world, safely, sustainably, and affordably, now and for future generations. We operate in four reportable segments: Beef, Pork, Chicken and Prepared Foods. We measure segment profit as operating income (loss).
Tyson Foods is dedicated to bringing high-quality food to every table in the world, safely, and affordably, now and for future generations. We operate in four reportable segments: Beef, Pork, Chicken and Prepared Foods. We measure segment profit as operating income (loss).
Impairment of goodwill and indefinite life intangible assets Description Goodwill and indefinite life intangible assets are evaluated for impairment annually or more frequently if events or circumstances indicate it is more likely than not that the fair value of a reporting unit or indefinite life intangible asset is less than its carrying amount.
Impairment of goodwill and indefinite life intangible assets Description Goodwill and indefinite life intangible assets are evaluated for impairment annually or more frequently if events or circumstances indicate it is more likely than not that the fair value of a reporting unit or indefinite life intangible asset is less than its carrying value.
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 $59 million in our Chicken segment from insurance proceeds, net of costs, related to a production facility fire in the fourth quarter of fiscal 2021. • Decrease of $29 million in restructuring and related costs. • Increase in cattle costs of approximately $1,315 million in our Beef segment. • Increase in performance-based compensation costs of $173 million. • Increase of $129 million related to the recognition of legal contingency accruals in our Beef, Pork and Chicken segments. • Increase of $86 million in International/Other from costs related to a production facility fire in the Netherlands and subsequent decision to sell the facility. • 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. • 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. • The $18 million impact of increased sales volume was primarily driven by increased volumes in our Beef, Pork and Prepared Foods segments. 2023 vs. 2022 – • Cost of sales increased $3,636 million.
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 $59 million in our Chicken segment from insurance proceeds, net of costs, related to a production facility fire in the fourth quarter of fiscal 2021. • Decrease of $29 million in restructuring and related costs. • Increase in cattle costs of approximately $1,315 million in our Beef segment. • Increase in performance-based compensation costs of $173 million. • Increase of $129 million related to the recognition of legal contingency accruals in our Beef, Pork and Chicken segments. • Increase of $86 million in International/Other from costs related to a production facility fire in the Netherlands and subsequent decision to sell the facility. • 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. • 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. • The $18 million impact of increased sales volume was primarily driven by increased volumes in our Beef, Pork and Prepared Foods segments.
The exact amount of cash contributions made to pension plans in any year is dependent upon a number of factors, including minimum funding requirements. As a result, the actual funding in fiscal 2025 may be different from the estimate. Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements material to our financial position or results of operations.
The exact amount of cash contributions made to pension plans in any year is dependent upon a number of factors, including minimum funding requirements. As a result, the actual funding in fiscal 2026 may be different from the estimate. Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements material to our financial position or results of operations.
The quantitative test compares the fair value of a reporting unit with its carrying amount. Additionally, we can elect to forgo the qualitative assessment and perform the quantitative test.
The quantitative test compares the fair value of a reporting unit with its carrying value. Additionally, we can elect to forgo the qualitative assessment and perform the quantitative test.
The assumptions and estimates used in determining fair value require considerable judgement and are sensitive to changes in underlying assumptions. These assumptions can change in future periods as a result of overall economic conditions, including the impacts of inflationary pressures, increased interest and discount rates, global supply chain constraints and decreased market capitalization, amongst others.
The assumptions and estimates used in determining fair value require considerable judgment and are sensitive to changes in underlying assumptions. These assumptions can change in future periods as a result of overall economic conditions, including the impacts of inflationary pressures, increased interest and discount rates, global supply chain constraints and decreased market capitalization, amongst others.
We also have employee benefit obligations consisting of pensions and other postretirement benefits of $180 million that are excluded from the table above. A discussion of the Company's pension and postretirement plans, including funding matters, is included in Part II, Item 8, Notes to Consolidated Financial Statements, Note 15: Pensions and Other Postretirement Benefits.
We also have employee benefit obligations consisting of pensions and other postretirement benefits of $165 million that are excluded from the table above. A discussion of the Company's pension and postretirement plans, including funding matters, is included in Part II, Item 8, Notes to Consolidated Financial Statements, Note 15: Pensions and Other Postretirement Benefits.
(7) Other long-term liabilities primarily consist of deferred compensation, deferred income, self-insurance and asset retirement obligations. We are unable to reliably estimate the amount and timing of the remaining payments beyond fiscal 2024; therefore, we have only included the total liability in the table above.
(7) Other long-term liabilities primarily consist of deferred compensation, deferred income, self-insurance and asset retirement obligations. We are unable to reliably estimate the amount and timing of the remaining payments beyond fiscal 2025; therefore, we have only included the total liability in the table above.
Based on quantitative assessments, we recognized $781 million of goodwill impairment charges including $333 million to partially impair the goodwill of the Beef reporting unit, $238 million to fully impair the goodwill of two of our International/Other reporting units and $210 million to partially impair the goodwill of a Chicken segment reporting unit.
Based on quantitative assessments in fiscal 2023, we recognized $781 million of goodwill impairment charges including $333 million to partially impair the goodwill of the Beef reporting unit, $238 million to fully impair the goodwill of two of our International/Other reporting units and $210 million to partially impair the goodwill of a Chicken segment reporting unit.
Purchase orders are not included in the table, as a purchase order is an authorization to purchase and is cancellable. Contracts for goods or services that contain termination clauses without penalty have also been excluded. (6) Amounts include estimated amounts to complete buildings and equipment under construction as of September 28, 2024.
Purchase orders are not included in the table, as a purchase order is an authorization to purchase and is cancellable. Contracts for goods or services that contain termination clauses without penalty have also been excluded. (6) Amounts include estimated amounts to complete buildings and equipment under construction as of September 27, 2025.
However, if actual results are not consistent with our estimates or assumptions, they are accumulated and amortized over future periods and, therefore generally affect the net periodic benefit cost in future periods. A 1% change in the discount rate at September 28, 2024, would not have a significant impact on the projected benefit obligation or net periodic benefit cost.
However, if actual results are not consistent with our estimates or assumptions, they are accumulated and amortized over future periods and, therefore generally affect the net periodic benefit cost in future periods. A 1% change in the discount rate at September 27, 2025, would not have a significant impact on the projected benefit obligation or net periodic benefit cost.
Higher sales volume increased cost of sales by $18 million while lower input cost per pound decreased cost of sales by $586 million. • The $586 million impact of lower input cost per pound was impacted by: • Decrease of approximately $895 million in our Chicken segment related to decreased feed ingredient costs. • Decrease in freight and transportation costs of approximately $310 million. • Decrease of $140 million due to plant closures and disposals. • Decrease in hog costs of approximately $135 million in our Pork segment. • Decrease in raw material and other input costs of approximately $65 million in our Prepared Foods segment. 25 • Decrease due to net derivative losses of $55 million in fiscal 2024, compared to net derivative losses of $117 million in fiscal 2023 due to our risk management activities.
Higher sales volume increased cost of sales by $18 million while lower input cost per pound decreased cost of sales by $586 million. • The $586 million impact of lower input cost per pound was impacted by: • Decrease of approximately $895 million in our Chicken segment related to decreased feed ingredient costs. • Decrease in freight and transportation costs of approximately $310 million. • Decrease of $140 million due to plant closure and disposal charges. • Decrease in hog costs of approximately $135 million in our Pork segment. • Decrease in raw material and other input costs of approximately $65 million in our Prepared Foods segment. • Decrease due to net derivative losses of $55 million in fiscal 2024, compared to net derivative losses of $117 million in fiscal 2023 due to our risk management activities.
As set forth in Part II, Item 8, Notes to the Consolidated Financial Statements, Note 20: Commitments and Contingencies, we recognized $174 million and $156 million of charges in fiscal 2024 and 2023, respectively, from legal accruals related to our broiler antitrust civil litigation, broiler chicken grower litigation, pork antitrust litigation and wage rate litigation based on our assessment of the likelihood and amount of probable losses.
As set forth in Part II, Item 8, Notes to the Consolidated Financial Statements, Note 20: Commitments and Contingencies, we recognized $698 million and $174 million of charges in fiscal 2025 and 2024, respectively, from legal accruals related to our broiler antitrust civil litigation, broiler chicken grower litigation, pork antitrust litigation, beef antitrust litigation and wage rate litigation based on our assessment of the likelihood and amount of probable losses.
A 10% change in the actuarial estimate at September 28, 2024, would not have a significant impact on our liability. Income taxes Description We estimate total income tax expense based on statutory tax rates and tax planning opportunities available to us in various jurisdictions in which we earn income.
A 10% change in the actuarial estimate at September 27, 2025, would not have a significant impact on our liability. Income taxes Description We estimate total income tax expense based on statutory tax rates and tax planning opportunities available to us in various jurisdictions in which we earn income.
A 1% change in the return on plan assets at September 28, 2024, would not have a significant impact on net periodic benefit cost. The sensitivities reflect the impact of changing one assumption at a time with the remaining assumptions held constant.
A 1% change in the return on plan assets at September 27, 2025, would not have a significant impact on net periodic benefit cost. The sensitivities reflect the impact of changing one assumption at a time with the remaining assumptions held constant.
Refer to the Company's Annual Report on Form 10-K for the fiscal year ended October 1, 2022 for additional information related to fiscal 2022. 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.
Refer to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2023 for additional information related to fiscal 2023. 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 change in average sales price excludes the impact of a $156 million reduction of Sales from the recognition of legal contingency accruals in fiscal 2023. • Operating Income (Loss) – Operating income increased primarily due to improved operational efficiencies, a goodwill impairment charge recorded in fiscal 2023, lower plant closures and disposal charges, reduced legal contingency accruals, decreased freight costs and an increase in insurance proceeds, net of costs incurred associated with a production facility fire in the fourth quarter of fiscal 2021.
The change in average sales price excludes the impact of a $156 million reduction of Sales from the recognition of legal contingency accruals in fiscal 2023. • Operating Income (Loss) – Operating income increased primarily due to improved operational efficiencies, goodwill and intangible impairments recorded in fiscal 2023, lower plant closure and disposal charges, reduced legal contingency accruals, decreased freight costs and an increase in facility fire related insurance proceeds, net of costs associated with a production facility fire in the fourth quarter of fiscal 2021.
The funded status of the plans is an underfunded position of $158 million at the end of fiscal 2024 as compared to an underfunded position of $149 million at the end of fiscal 2023. We contributed $14 million in fiscal 2024 and expect to contribute approximately $14 million of cash to our pension plans in fiscal 2025.
The funded status of the plans is an underfunded position of $146 million at the end of fiscal 2025 as compared to an underfunded position of $158 million at the end of fiscal 2024. We contributed $14 million in fiscal 2025 and expect to contribute approximately $15 million of cash to our pension plans in fiscal 2026.
(2) Interest payments include interest on all outstanding debt. Payments are estimated for variable rate and variable term debt based on effective interest rates at September 28, 2024, and expected payment dates.
(2) Interest payments include interest on all outstanding debt. Payments are estimated for variable rate and variable term debt based on effective interest rates at September 27, 2025, and expected payment dates.
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 September 28, 2024, amounts available for borrowing under our revolving credit facility totaled $2.25 billion.
We also have a revolving credit facility, with a committed capacity of $2.5 billion, to provide additional liquidity for working capital needs and to backstop our commercial paper program. At September 27, 2025, amounts available for borrowing under our revolving credit facility totaled $2.5 billion.
We currently expect net periodic benefit cost associated with our pension plans to be approximately $7 million in fiscal 2025. We expect to contribute approximately $14 million of cash to our pension plans in fiscal 2025.
We currently expect net periodic benefit cost associated with our pension plans to be approximately $7 million in fiscal 2026. We expect to contribute approximately $15 million of cash to our pension plans in fiscal 2026.
A portion of the net proceeds from the issuances were used to repay $250 million of the amount outstanding under our term loan facility due May 2026 and we used the remainder of the proceeds to retire the $1,250 million notes due August 2024. • 2023 – In September 2023, we extinguished the $400 million outstanding balance of our senior notes due September 2023. • Purchases of Tyson Class A common stock included: • $300 million of cash paid for shares repurchased pursuant to our share repurchase program in fiscal 2023. • $49 million and $54 million for shares repurchased to fund certain obligations under our equity compensation plans in fiscal 2024 and 2023, respectively. • Dividends paid during fiscal 2024 included a 2% increase to our fiscal 2023 quarterly dividend rate. 32 Liquidity in millions Commitments Expiration Date Facility Amount Outstanding Letters of Credit (no draw downs) Amount Borrowed Amount Available at September 28, 2024 Cash and cash equivalents $ 1,717 Short-term investments 10 Revolving credit facility September 2026 $ 2,250 $ — $ — 2,250 Commercial Paper — Total liquidity $ 3,977 • Liquidity includes cash and cash equivalents, short-term investments and availability under our revolving credit facility, less the outstanding commercial paper balance. • At September 28, 2024, we had current debt of $74 million, which we intend to pay with cash generated from our operating activities and other existing or new liquidity sources. • The revolving credit facility supports our short-term funding needs and also serves to backstop our commercial paper program.
A portion of the net proceeds from the issuances were used to repay $250 million of the amount outstanding under our term loan facility due May 2026 and we used the remainder of the proceeds to retire the $1,250 million notes due August 2024. • Purchases of Tyson Class A common stock included: • $174 million of cash paid for shares repurchased pursuant to our share repurchase program in fiscal 2025. • $22 million and $49 million for shares repurchased to fund certain obligations under our equity compensation plans in fiscal 2025 and 2024, respectively. • Dividends paid during fiscal 2025 included a 2% increase to our fiscal 2024 quarterly dividend rate. 32 Liquidity in millions Commitments Expiration Date Facility Amount Outstanding Letters of Credit (no draw downs) Amount Borrowed Amount Available at September 27, 2025 Cash and cash equivalents $ 1,229 Short-term investments — Revolving credit facility April 2030 $ 2,500 $ — $ — 2,500 Commercial paper — Total liquidity $ 3,729 • Liquidity includes cash and cash equivalents, short-term investments and availability under our revolving credit facility, less the outstanding commercial paper balance. • At September 27, 2025, we had current debt of $909 million, which we intend to pay with cash generated from our operating activities and other existing or new liquidity sources. • The revolving credit facility supports our short-term funding needs and also serves to backstop our commercial paper program.
The increase in fiscal 2024 was primarily due to increased cash and cash equivalents and decreased current debt. • At September 28, 2024, $708 million of our cash was held in the international 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.
The decrease in fiscal 2025 was primarily due to lower cash and cash equivalents and increased current debt. • At September 27, 2025, $725 million of our cash was held in the international 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 were in compliance with all debt covenants at September 28, 2024 and expect that we will maintain compliance.
We were in compliance with all debt covenants at September 27, 2025 and expect that we will maintain compliance.
Operating margins by segment were as follows: • Beef – (1.9)% • Pork – (0.7)% • Chicken – 6.0% • Prepared Foods – 8.9% Strategy We are a world-class food company and recognized leader in protein.
Operating margins by segment were as follows: • Beef – (5.2)% • Pork – (3.4)% • Chicken – 8.5% • Prepared Foods – 9.0% 24 Strategy We are a world-class food company and recognized leader in protein.
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.
Our revolving credit facility is funded by a syndicate of 17 banks, with commitments ranging from $50 million to $225 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.
For certain grain purchase commitments with a fixed quantity provision, we have assumed the future obligations under the commitment based on available commodity futures prices as published in observable active markets as of September 28, 2024. We have excluded future purchase commitments for contracts that do not meet these criteria.
For certain grain purchase commitments with a fixed quantity provision, we have assumed the future obligations under the commitment based on available commodity futures prices as published in observable active markets as of September 27, 2025.
(d) Prepared Foods segment results for fiscal 2024 included $24 million of restructuring and related costs. Prepared Foods segment results for fiscal 2023 include $49 million of restructuring and related costs and $17 million of product line discontinuation charges. Prepared Foods segment results for fiscal 2022 included $36 million of restructuring and related costs.
Prepared Foods segment results for fiscal 2024 included $24 million of restructuring and related charges. Prepared Foods segment results for fiscal 2023 included $49 million of restructuring and related charges and $17 million of brand and product line discontinuations.
Ratings Level (Moody's/S&P) Facility Fee Rate All-in Borrowing Spread A2/A or above 0.700 % 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 ratings 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.
S&P's applicable rating is “BBB.” Moody's applicable rating is “Baa2.” Ratings Level (Moody's/S&P) Facility Fee Rate Borrowing Spread A3/A- or above 0.090 % 0.785 % Baal/BBB+ 0.100 % 0.900 % Baa2/BBB (current level) 0.110 % 1.015 % Baa3/BBB- 0.150 % 1.100 % Ba1/BB+ or lower 0.200 % 1.175 % In the event the ratings 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.
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. 33 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's applicable rating is “BBB.” 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) 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 The below table outlines the fees paid on the unused portion of the facility (“Facility Fee Rate”) and letter of credit fees and borrowings (“Borrowing Spread”) that corresponds to the applicable ratings levels from S&P and Moody's.
The current year results are not indicative of future market participant expectations in an exit transaction primarily due to challenging market conditions associated with lower cattle supplies which impacts we expect to be mostly temporary in nature.
The current year results are not indicative of future market participant expectations in an exit transaction primarily due to the impact of macroeconomic factors which we expect to be mostly temporary in nature.
We recorded charges related to long-lived assets of $131 million, $101 million and $34 million, in fiscal 2024, 2023 and 2022, respectively.
We recorded charges related to impairments, disposals and write-offs of long-lived assets of $126 million, $131 million and $101 million, in fiscal 2025, 2024 and 2023, respectively.
In addition to the amounts shown above in the table, we have unrecognized tax benefits of $137 million and related interest and penalties of $59 million at September 28, 2024, recorded in Other long-term liabilities.
In addition to the amounts shown above in the table, we have unrecognized tax benefits of $153 million and related interest and penalties of $73 million at September 27, 2025, recorded in Other Liabilities and Other current liabilities.
We do not currently consider any of our other indefinite life intangible assets, which had aggregate carrying value of $3.6 billion at September 28, 2024, to be at heightened risk of impairment.
We do not currently consider any of our indefinite life intangible assets, which had an aggregate value of $4.1 billion at September 27, 2025, to be at heightened risk of impairment.
After analyzing residual credit risks and general market conditions, we have recorded a $14 million allowance for these programs' estimated credit losses at September 28, 2024. 35 OTHER KEY FINANCIAL MEASURES The following are other key financial measures used by the Company for the purposes of assessing performance and highlighting operational trends as well as our ability to generate earnings sufficient to service our debt: in millions, except ratio data 2024 2023 2022 Net income (loss) $ 822 $ (649) $ 3,249 Less: Interest income (89) (30) (17) Add: Interest expense 481 355 365 Add/(Less): Income tax expense (benefit) 270 (29) 900 Add: Depreciation 1,159 1,100 945 Add: Amortization (a) 229 229 246 EBITDA $ 2,872 $ 976 $ 5,688 Total gross debt 9,787 9,506 8,321 Less: Cash and cash equivalents (1,717) (573) (1,031) Less: Short-term investments (10) (15) (1) Total net debt $ 8,060 $ 8,918 $ 7,289 Ratio Calculations: Gross debt/EBITDA 3.4x 9.7x 1.5x Net debt/EBITDA 2.8x 9.1x 1.3x Return on invested capital (b) 3.9% (1.4%) 13.4% Total debt to capitalization (c) 34.6% 34.2% 29.6% Book value per share (d) $ 52.03 $ 51.37 $ 55.04 (a) Excludes the amortization of debt issuance and debt discount expense of $12 million, $10 million, $11 million for fiscal 2024, 2023 and 2022, respectively, as it is included in Interest expense.
The potential maximum obligation as of September 27, 2025 was approximately $240 million and we did not have significant net receivables outstanding under these programs. 35 OTHER KEY FINANCIAL MEASURES The following are other key financial measures used by the Company for the purposes of assessing performance and highlighting operational trends as well as our ability to generate earnings sufficient to service our debt: in millions, except ratio data 2025 2024 2023 Net income (loss) $ 507 $ 822 $ (649) Less: Interest income (73) (89) (30) Add: Interest expense 449 481 355 Add/(Less): Income tax expense (benefit) 262 270 (29) Add: Depreciation 1,093 1,159 1,100 Add: Amortization (a) 257 229 229 EBITDA $ 2,495 $ 2,872 $ 976 Total gross debt 8,830 9,787 9,506 Less: Cash and cash equivalents (1,229) (1,717) (573) Less: Short-term investments — (10) (15) Total net debt $ 7,601 $ 8,060 $ 8,918 Ratio Calculations: Gross debt/EBITDA 3.5x 3.4x 9.7x Net debt/EBITDA 3.0x 2.8x 9.1x Return on invested capital (b) 2.8% 3.9% (1.4%) Total debt to capitalization (c) 32.6% 34.6% 34.2% Book value per share (d) $ 51.63 $ 52.03 $ 51.37 (a) Excludes the amortization of debt issuance and debt discount expense of $11 million, $12 million, $10 million for fiscal 2025, 2024 and 2023, respectively, as it is included in Interest expense.
SUMMARY OF RESULTS Sales in millions 2024 2023 2022 Sales $ 53,309 $ 52,881 $ 53,282 Change in sales volume — % 1.0 % Change in average sales price 0.6 % (1.5) % Sales growth 0.8 % (0.8) % 2024 vs. 2023 – • Sales Volume – Volumes were essentially flat and resulted in an increase of $19 million as increased sales volume in our Beef, Pork and Prepared Foods segments were mostly offset by decreased sales volume in our Chicken segment. • Average Sales Price – Sales were positively impacted by higher average sales prices, which accounted for an increase of $298 million, driven by increased pricing in our Beef segment. ◦ The above changes in average sales price exclude the impacts of $45 million and $156 million reductions of Sales from the recognition of legal contingency accruals in fiscal 2024 and 2023, respectively. 2023 vs. 2022 – • Sales Volume – Sales were positively impacted by an increase in sales volume, which accounted for an increase of $507 million, driven by increased volumes in our Chicken segment, partially offset by decreased volumes in our Beef segment due to the reduced domestic availability of live cattle and our Pork segment as a result of balancing our supply with customer demand. • Average Sales Price – Sales were negatively impacted by lower average sales prices, which accounted for a decrease of $752 million, driven by reduced pricing in our Pork and Chicken segments, partially offset by higher average sales prices in our Beef and Prepared Foods segments. ◦ The above change in average sales price for fiscal 2023 excludes the impact of a $156 million reduction of Sales from the recognition of legal contingency accruals.
SUMMARY OF RESULTS Sales in millions 2025 2024 2023 Sales $ 54,441 $ 53,309 $ 52,881 Change in sales volume — % — % Change in average sales price 3.3 % 0.6 % Sales growth 2.1 % 0.8 % 2025 vs. 2024 – • Sales Volume – Volumes were essentially flat and resulted in a decrease of $10 million as decreased sales volume in our Beef, Pork and Prepared Foods segments were offset by increased sales volume in our Chicken segment. • Average Sales Price – Sales were positively impacted by higher average sales prices, which accounted for an increase of $1,795 million, driven by increased pricing in our Beef, Pork and Prepared Foods segments, while pricing in our Chicken segment was relatively flat. ◦ The above changes in average sales price exclude the impacts of $698 million and $45 million reductions of Sales from the recognition of legal contingency accruals in fiscal 2025 and 2024, respectively. 2024 vs. 2023 – • Sales Volume – Volumes were essentially flat and resulted in an increase of $19 million as increased sales volume in our Beef, Pork and Prepared Foods segments were mostly offset by decreased sales volume in our Chicken segment. • Average Sales Price – Sales were positively impacted by higher average sales prices, which accounted for an increase of $298 million, driven by increased pricing in our Beef segment. ◦ The above changes in average sales price exclude the impacts of $45 million and $156 million reductions of Sales from the recognition of legal contingency accruals in fiscal 2024 and 2023, respectively.
Net periodic benefit cost for the defined benefit pension plans was $8 million in fiscal 2024. The projected benefit obligation was $188 million at the end of fiscal 2024. Unrecognized actuarial loss was $3 million at the end of fiscal 2024.
Net periodic benefit cost for the defined benefit pension plans was $7 million in fiscal 2025. The projected benefit obligation was $176 million at the end of fiscal 2025. Unrecognized actuarial gain was $2 million at the end of fiscal 2025.
Other (Income) Expense, net in millions 2024 2023 $ (75) $ (42) 2024 – Included $34 million of production facilities fire insurance proceeds, $15 million gain on sale of an equity method investment, $15 million of joint venture earnings and $11 million of foreign exchange gains. 2023 – Included $22 million of production facilities fire insurance proceeds, $17 million of foreign exchange gains and $12 million of joint venture earnings.
Other (Income) Expense, net in millions 2025 2024 $ (47) $ (75) 2025 – Included $64 million of joint venture earnings and $18 million of production facilities fire insurance proceeds, partially offset by $28 million of impairments of equity investments and $3 million of foreign exchange losses. 2024 – Included $34 million of production facilities fire insurance proceeds, $15 million gain on sale of an equity method investment, $15 million of joint venture earnings and $11 million of foreign exchange gains.
Our fiscal 2024, 2023 and 2022 indefinite life intangible assets impairment analyses did not result in an impairment charge. 40 All of our indefinite life intangible assets' estimated fair values exceeded their carrying values by more than 20% at the date of the most recent estimated fair value determination, which was in the annual assessment as of the beginning of the fourth quarter of fiscal 2024, other than one of our Prepared Foods brands with a carrying value of $0.5 billion at September 28, 2024.
Our fiscal 2025, 2024 and 2023 indefinite life intangible assets impairment analyses did not result in an impairment charge. 40 All of our indefinite life intangible assets' estimated fair values exceeded their carrying values by more than 20% at the date of the most recent estimated fair value determination.
Although the remaining reporting units and indefinite life intangible assets 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.
Although all our reporting units and indefinite life intangible assets had more than 20% excess fair value over carrying value as of the most recent assessment, other than one reporting unit with goodwill of $0.2 billion as of September 27, 2025, they remain susceptible to impairments if any assumptions, estimates, or market factors significantly change in the future.
In addition, due to lower than previously anticipated operating results and increased interest rates, we determined it was necessary to perform a quantitative assessment for one of our International/Other reporting units, which had goodwill of $0.2 billion at September 28, 2024.
We performed our annual impairment assessment as of the first day of our fourth quarter of fiscal 2025 and determined it was necessary to perform a quantitative assessment for one of our International/Other reporting units, which had goodwill of $0.2 billion at September 27, 2025, as it had lower than previously anticipated operating results.
OVERVIEW Fiscal year We utilize a 52- or 53-week accounting period ending on the Saturday closest to September 30. The Company’s accounting cycle resulted in a 52-week year for fiscal 2024, 2023 and 2022. General Sales increased $0.4 billion to $53.3 billion in fiscal 2024, largely due to higher average sales prices in our Beef segment.
OVERVIEW Fiscal year We utilize a 52- or 53-week accounting period ending on the Saturday closest to September 30. The Company’s accounting cycle resulted in a 52-week year for fiscal 2025, 2024 and 2023.
Following the fiscal 2023 assessments, our Beef, Pork and two Chicken segment reporting units, with total goodwill of approximately $3.8 billion, were at heightened risk of impairment.
Our fiscal 2024 goodwill impairment analysis did not result in impairment charges. Following the annual fiscal 2024 assessment, our Beef and two Chicken segment reporting units, with a total goodwill of approximately $3.3 billion in fiscal 2024, were at heightened risk of impairment.
The following table is a summary of segment sales and operating income (loss) for fiscal years ended 2024, 2023 and 2022, which is how we measure segment income (loss): in millions Sales Operating Income (Loss) 2024 2023 2022 2024 2023 2022 Beef (a) $ 20,479 $ 19,325 $ 19,854 $ (381) $ (91) $ 2,502 Pork (b) 5,903 5,768 6,414 (40) (139) 193 Chicken (c) 16,425 17,060 16,961 988 (770) 955 Prepared Foods (d) 9,851 9,845 9,689 879 823 746 International/Other (e) 2,353 2,515 2,355 (37) (218) 14 Intersegment Sales (1,702) (1,632) (1,991) — — — Total $ 53,309 $ 52,881 $ 53,282 $ 1,409 $ (395) $ 4,410 (a) Beef segment results for fiscal 2024 included a $45 million legal contingency accrual and $41 million of costs related to plant closures and disposals.
The following table is a summary of segment sales and operating income (loss) for fiscal years ended 2025, 2024 and 2023, which is how we measure segment income (loss): in millions Sales Operating Income (Loss) 2025 2024 2023 2025 2024 2023 Beef (a) $ 21,623 $ 20,479 $ 19,325 $ (1,135) $ (381) $ (91) Pork (b) 5,781 5,903 5,768 (199) (40) (139) Chicken (c) 16,837 16,425 17,060 1,427 988 (770) Prepared Foods (d) 9,930 9,851 9,845 898 879 823 International/Other (e) 2,291 2,353 2,515 107 (37) (218) Intersegment Sales (2,021) (1,702) (1,632) — — — Total $ 54,441 $ 53,309 $ 52,881 $ 1,098 $ 1,409 $ (395) (a) Beef segment results for fiscal 2025 included $343 million of goodwill and intangible impairments, $318 million of legal contingency accruals and $48 million of restructuring and related charges.
Cash Flows from Financing Activities in millions 2024 2023 Proceeds from issuance of debt $ 2,415 $ 1,130 Payments on debt (1,641) (603) Proceeds from issuance of commercial paper 1,694 7,693 Repayments of commercial paper (2,285) (7,103) Purchases of Tyson Class A common stock (49) (354) Dividends (684) (670) Stock options exercised 14 11 Other, net (45) (16) Net cash provided by (used for) financing activities $ (581) $ 88 • During fiscal 2024, proceeds from issuance of debt included $750 million of proceeds from the term loan facility due May 2028, $600 million of proceeds from the 5.40% 2029 Notes, and $900 million from the 5.70% 2034 Notes.
Cash Flows from Financing Activities in millions 2025 2024 Proceeds from issuance of debt $ 175 $ 2,415 Payments on debt (1,262) (1,641) Proceeds from issuance of commercial paper — 1,694 Repayments of commercial paper — (2,285) Purchases of Tyson Class A common stock (196) (49) Dividends (697) (684) Stock options exercised 21 14 Other, net (18) (45) Net cash used for financing activities $ (1,977) $ (581) • During fiscal 2024, proceeds from issuance of debt included $750 million of proceeds from the term loan facility due May 2028, $600 million of proceeds from the 5.40% 2029 Notes, and $900 million from the 5.70% 2034 Notes. • Payments on debt included: • 2025 – In fiscal 2025, we fully repaid the $750 million term loan due May 2026 and $310 million of the term loan due May 2028 using cash on hand. • 2024 – In March 2024, we issued senior unsecured notes with an aggregate principal amount of $1.5 billion.
Selling, General and Administrative in millions 2024 2023 2022 Selling, general and administrative $ 2,218 $ 2,245 $ 2,258 As a percentage of sales 4.2 % 4.2 % 2024 vs. 2023 – • Decrease of $27 million in selling, general and administrative was primarily driven by: • Decrease of $71 million in marketing, advertising and promotion expenses. • Decrease of $64 million in restructuring and related costs. • Decrease of $28 million in corporate facilities and assets costs. 26 • Decrease of $18 million in donations. • Increase of $155 million in team member costs including $205 million in performance-based compensation partially offset by a decrease of $50 million in all other team member costs. • Increase of $8 million in brand discontinuation costs. 2023 vs. 2022 – • Decrease of $13 million in selling, general and administrative was primarily driven by: • Decrease of $171 million in employee costs primarily from incentive-based compensation. • Decrease of $26 million in professional fees. • Increase of $71 million from a gain recognized in the fiscal year ended October 1, 2022 from recoveries related to a cattle suppliers misappropriation of Company funds. • Increase of $57 million in marketing, advertising and promotion expenses. • Increase of $47 million in restructuring and related costs.
Selling, General and Administrative in millions 2025 2024 2023 Selling, general and administrative $ 2,121 $ 2,218 $ 2,245 As a percentage of sales 3.9 % 4.2 % 2025 vs. 2024 – • Decrease of $97 million in selling, general and administrative was primarily driven by: • Decrease of $43 million in professional fees. • Decrease of $35 million in marketing, advertising and promotion expenses. • Decrease of $29 million in restructuring and related costs. • Decrease of $25 million in team member costs. • Increase of $30 million in technology costs. 26 2024 vs. 2023 – • Decrease of $27 million in selling, general and administrative was primarily driven by: • Decrease of $71 million in marketing, advertising and promotion expenses. • Decrease of $64 million in restructuring and related costs. • Decrease of $28 million in corporate facilities and assets costs. • Decrease of $18 million in donations. • Increase of $155 million in team member costs including $205 million in performance-based compensation partially offset by a decrease of $50 million in all other team member costs. • Increase of $8 million in brand and product line discontinuations.
Refer to Other Key Financial Measures below for an explanation and reconciliation to comparable Generally Accepted Accounting Principles (“GAAP”) measures. The decrease in this ratio at September 28, 2024 is due to an increase in EBITDA of $1,896 million and decrease in net debt of $858 million.
At September 27, 2025, and September 28, 2024, the ratio of our net debt to EBITDA was 3.0x and 2.8x, respectively. Refer to Other Key Financial Measures below for an explanation and reconciliation to comparable Generally Accepted Accounting Principles (“GAAP”) measures.
Cost of Sales in millions 2024 2023 2022 Cost of sales $ 49,682 $ 50,250 $ 46,614 Gross profit 3,627 2,631 Cost of sales as a percentage of sales 93.2 % 95.0 % 2024 vs. 2023 – • Cost of sales decreased $568 million.
Cost of Sales in millions 2025 2024 2023 Cost of sales $ 50,879 $ 49,682 $ 50,250 Gross profit 3,562 3,627 Cost of sales as a percentage of sales 93.5 % 93.2 % 2025 vs. 2024 – • Cost of sales increased $1,197 million.
Chicken segment results for fiscal 2023 included $322 million of costs related to plant closures and disposals, a $210 million goodwill impairment, $156 million of legal contingency accruals, $16 million of restructuring and related costs and $11 million of insurance proceeds, net of costs incurred. Chicken results for fiscal 2022 included $35 million of insurance proceeds, net of costs incurred.
Chicken segment results for fiscal 2023 included $322 million of plant closure and disposal charges, $210 million of goodwill and intangible impairments, $156 million of legal contingency accruals, $16 million of restructuring and related charges and $11 million of facility fire related insurance proceeds.
Had we assumed future growth rates consistent with those realized in fiscal 2024, we would have failed the impairment quantitative test, which may have resulted in material impairment losses.
We generally assumed growth rates in future years would normalize over time as we believe this is consistent with market participant views in an exit transaction. Had we assumed future growth rates consistent with those realized in fiscal 2025, we would have failed the impairment quantitative test, which may have resulted in material impairment losses.
A hypothetical increase in the discount rate of approximately 75-125 basis points as of the date of the most recent estimated fair value, with all other assumptions unchanged, would have caused the carrying value to approximate its fair value.
For these two brands, we estimate the discount rate would need to increase over 150 basis points as of the date of the most recent estimated fair value, with all other assumptions unchanged, to cause the carrying value to approximate its fair value.
Market Environment According to the USDA, domestic protein production (beef, pork, chicken and turkey) increased slightly in fiscal 2024 compared to fiscal 2023. The Beef segment experienced limited supply of market-ready cattle and increased live 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 Beef segment continues to experience limited supply of market-ready cattle 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.
(b) Pork segment results for fiscal 2024 included $108 million of costs related to plant closures and disposals and $73 million of legal contingency accruals. 28 (c) Chicken segment results for fiscal 2024 included a $56 million legal contingency accrual, $33 million of costs related to plant closures and disposals and $70 million of insurance proceeds, net of costs incurred.
Chicken segment results for fiscal 2024 included a $56 million legal contingency accrual, $33 million of plant closure and disposal charges and $70 million of facility fire related insurance proceeds.
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 will approximate $380 million for fiscal 2025. • Our ratio of short-term assets to short-term liabilities (“current ratio”) was 2.0 to 1 and 1.3 to 1 at September 28, 2024, and September 30, 2023, respectively.
The covenants and other terms of the new facility are generally consistent with those of the terminated facility. • We expect net interest expense will approximate $395 million for the 53 weeks of fiscal 2026. • Our ratio of short-term assets to short-term liabilities (“current ratio”) was 1.6 to 1 and 2.0 to 1 at September 27, 2025, and September 28, 2024, respectively.
Capitalization To monitor our credit ratings and our capacity for long-term financing, we consider various qualitative and quantitative factors. We monitor the ratio of our net debt to EBITDA as support for our long-term financing decisions. At September 28, 2024, and September 30, 2023, the ratio of our net debt to EBITDA was 2.8x and 9.1x, respectively.
Our ability to access commercial paper in the future may be limited or its costs increased. Capitalization To monitor our credit ratings and our capacity for long-term financing, we consider various qualitative and quantitative factors. We monitor the ratio of our net debt to EBITDA as support for our long-term financing decisions.
See Part II, Item 8, Notes to Consolidated Financial Statements, Note 20: Commitments and Contingencies for further discussion. 34 CONTRACTUAL OBLIGATIONS The following table summarizes our contractual obligations as of September 28, 2024 (in millions): Payments Due by Period 2025 2026-2027 2028-2029 2030 and thereafter Total Debt principal payments (1) $ 75 $ 2,975 $ 2,404 $ 4,415 $ 9,869 Interest payments (2) 489 854 608 2,847 4,798 Guarantees (3) 24 16 26 17 83 Operating lease obligations (4) 197 266 157 187 807 Purchase obligations (5) 368 401 179 247 1,195 Capital expenditures (6) 625 — — — 625 Other long-term liabilities (7) — — — — 904 Total contractual commitments $ 1,778 $ 4,512 $ 3,374 $ 7,713 $ 18,281 (1) In the event of a default on payment, acceleration of the principal payments could occur.
See Part II, Item 8, Notes to Consolidated Financial Statements, Note 20: Commitments and Contingencies for further discussion. 34 CONTRACTUAL OBLIGATIONS The following table summarizes our contractual obligations as of September 27, 2025 (in millions): Payments Due by Period 2026 2027-2028 2029-2030 2031 and thereafter Total Debt principal payments (1) $ 909 $ 1,899 $ 1,648 $ 4,448 $ 8,904 Interest payments (2) 423 777 597 2,817 4,614 Guarantees (3) 10 14 25 18 67 Operating lease obligations (4) 232 321 207 268 1,028 Purchase obligations (5) 556 866 601 3,245 5,268 Capital expenditures (6) 410 110 — — 520 Other long-term liabilities (7) — — — — 937 Total contractual commitments $ 2,540 $ 3,987 $ 3,078 $ 10,796 $ 21,338 (1) In the event of a default on payment, acceleration of the principal payments could occur.
The change in average sales price excludes the impact of a $45 million reduction of Sales from the recognition of a legal contingency accrual in fiscal 2024. • Operating Income (Loss) – Operating income increased primarily due to higher pork margins, improved results in our live hog operations and lapping the impacts of a production facility fire in the third quarter of fiscal 2023, partially offset by the recognition of legal contingency accruals and plant closures and disposal costs in fiscal 2024. 2023 vs. 2022 – • Sales Volume – Sales volume decreased as a result of balancing our supply with customer demand. • Average Sales Price – Average sales price decreased due to reduced global demand. 29 • Operating Income (Loss) – Operating income decreased due to compressed pork margins, increased operating costs as a result of the inflationary market environment, losses incurred in our live hog operations and impacts from a production facility fire in the third quarter of fiscal 2023.
The change in average sales price excludes a $380 million and $45 million reduction of Sales from the recognition of legal contingency accruals recorded in fiscal 2025 and 2024, respectively. • Operating Income (Loss) – Operating loss increased due to compressed pork margins and the recognition of legal contingency accruals, partially offset by lower operating costs, improved results in our live hog operations and lapping the impacts of plant closure and disposal charges and restructuring and related charges recorded in fiscal 2024. 2024 vs. 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 driven by lower pricing on drop credit items.
Goodwill Impairment in millions 2024 2023 Goodwill Impairment $ — $ 781 2024 vs. 2023 – • We recorded $781 million in goodwill impairment charges in fiscal 2023.
Goodwill Impairment in millions 2025 2024 Goodwill Impairment $ 343 $ — 2025 vs. 2024 – • We recorded a $343 million impairment charge in the Beef segment in fiscal 2025.
Interest (Income) Expense in millions 2024 2023 Interest income $ (89) $ (30) Interest expense 481 355 2024 vs. 2023 – • The increase in interest income for fiscal 2024 was primarily due to higher cash and cash equivalents held and increased interest rates. • The increase in interest expense for fiscal 2024 was primarily due to interest expense related to our term loan facilities and the recently issued 5.40% 2029 Notes and 5.70% 2034 Notes.
Interest (Income) Expense in millions 2025 2024 Interest income $ (73) $ (89) Interest expense 449 481 2025 vs. 2024 – • The decrease in interest income for fiscal 2025 was primarily due to average lower cash and cash equivalents held. • The decrease in interest expense for fiscal 2025 was primarily due to lower interest expense related to the repayment of the term loan due May 2026 in fiscal 2025 and the repayment of the August 2024 senior notes in fiscal 2024, partially offset by increased interest expense from the issuance of 5.40% 2029 Notes and 5.70% 2034 Notes and decreased capitalized interest expense related to lower capital expenditures.
We generally assumed operating margins and growth rates in future years would normalize over time as we believe this is consistent with market participant views in an exit transaction. Operating margins for fiscal 2024 exceeded the breakeven.
Based on this assessment, we determined that the International/Other reporting unit's estimated fair value exceeded its carrying value, and thus, did not recognize a goodwill impairment. In estimating its fair value, we generally assumed operating margins in future years would normalize over time as we believe this is consistent with market participant views in an exit transaction.
We performed our annual impairment assessment as of the first day of our fourth quarter of fiscal 2024 and determined it was necessary to perform quantitative assessments for our Beef, Pork, and two Chicken segment reporting units, as all of these reporting units were at heightened risk of impairment following the fiscal 2023 assessments.
We performed our annual impairment assessment as of the first day of our fourth quarter of fiscal 2025 and determined it was necessary to perform quantitative assessments for two of our Prepared Foods brands with carrying values of $0.5 billion and $0.3 billion at September 27, 2025.
Additionally, we experienced $895 million of lower feed ingredient costs in fiscal 2024 which was partially offset by associated decreases in average sales price. 2023 vs. 2022 – • Sales Volume – Sales volume increased primarily due to improved domestic production and the sell-through of inventory, partially offset by strategic initiative mix impacts. • Average Sales Price – Average sales price decreased due to the challenging market conditions.
Additionally, we experienced $895 million of lower feed ingredient costs in fiscal 2024 which was partially offset by associated decreases in average sales price.
Beef segment results for fiscal 2023 included a $333 million goodwill impairment, $42 million of insurance proceeds, net of costs incurred and $33 million of restructuring and related costs. Beef segment results for fiscal 2022 included $27 million of insurance proceeds, net of costs incurred and $16 million of restructuring and related costs.
Beef segment results for fiscal 2024 included a $45 million legal contingency accrual and $41 million of plant closure and disposal charges. Beef segment results for fiscal 2023 included $333 million of goodwill and intangible impairments, $42 million of facility fire related insurance proceeds and $33 million of restructuring and related charges.
(e) International/Other results for fiscal 2024 included $86 million of costs, net of insurance proceeds, related to a fire at our production facility in the Netherlands and subsequent decision to sell. International/Other results for fiscal 2023 included a $238 million goodwill impairment.
(e) International/Other results for fiscal 2025 included a $40 million legal contingency charge related to the 2015 sale of our Mexico operation, $18 million of facility fire related insurance proceeds and $14 million of restructuring and related charges. International/Other results for fiscal 2024 included $86 million of facility fire related costs.
Our remaining reporting units, Prepared Foods, Pork and International/Other, had goodwill of $6.5 billion at September 28, 2024, and were not considered at heightened risk of impairment following the fiscal 2024 annual assessment.
Following the annual fiscal 2025 assessment, this reporting unit was at heightened risk of impairment. We performed a qualitative assessment for the remaining reporting units in our Chicken, Prepared Foods and Pork segments, which had goodwill of $9.3 billion at September 27, 2025, and determined none of them were at heightened risk of impairment following the fiscal 2025 annual assessment.
International/Other Results in millions 2024 2023 Change 2024 vs. 2023 2022 Change 2023 vs. 2022 Sales $ 2,353 $ 2,515 $ (162) $ 2,355 $ 160 Operating Income (Loss) (37) (218) 181 14 (232) 2024 vs. 2023 – • Sales – Sales decreased due to lower average sales price and the impact of the production facility fire in the Netherlands partially offset by increased volumes in the other regions. • Operating Income (Loss) – Operating income increased primarily due to a goodwill impairment charge recorded in fiscal 2023, partially offset by the impacts of a production facility fire in the first quarter of fiscal 2024 and the subsequent decision to sell the facility. 2023 vs. 2022 – • Sales – Sales increased due to volume growth and pricing actions to offset the high inflationary cost environment, which was partially offset by foreign exchange rate movements. • Operating Income (Loss) – Operating income (loss) decreased due to a $238 million goodwill impairment.
Additionally, fiscal 2025 benefited from net gains recognized from restructuring and related charges, which included a gain from the sale of storage facilities. 2024 vs. 2023 – • Sales Volume – Sales volume increased primarily due to the acquisition of Williams Sausage Company in the third quarter of 2023. • Average Sales Price – Average sales price decreased primarily due to sales mix. • Operating Income – Operating income increased primarily due to lower raw materials costs, freight costs, marketing, advertising and promotion expenses and restructuring and related charges. 30 International/Other Results in millions 2025 2024 Change 2025 vs. 2024 2023 Change 2024 vs. 2023 Sales $ 2,291 $ 2,353 $ (62) $ 2,515 $ (162) Operating Income (Loss) 107 (37) 144 (218) 181 2025 vs. 2024 – • Sales – Sales decreased due to lower average sales price. • Operating Income (Loss) – Operating income increased primarily due to improved performance, insurance proceeds and lapping the charges related to a production facility fire in the first quarter of fiscal 2024, partially offset by the recognition of a legal accrual related to the 2015 sale of our Mexico operation. 2024 vs. 2023 – • Sales – Sales decreased due to lower average sales price and the impact of the production facility fire in the Netherlands partially offset by increased volumes in the other regions. • Operating Income (Loss) – Operating income increased primarily due to a goodwill impairment charge recorded in fiscal 2023, partially offset by the impacts of a production facility fire in the first quarter of fiscal 2024 and the subsequent decision to sell the facility.
Prepared Foods Segment Results in millions 2024 2023 Change 2024 vs. 2023 2022 Change 2023 vs. 2022 Sales $ 9,851 $ 9,845 $ 6 $ 9,689 $ 156 Sales Volume Change 0.9 % 0.3 % Average Sales Price Change (0.8) % 1.3 % Operating Income $ 879 $ 823 $ 56 $ 746 $ 77 Operating Margin 8.9 % 8.4 % 7.7 % 2024 vs. 2023 – • Sales Volume – Sales volume increased primarily due to the acquisition of Williams Sausage Company in the third quarter of 2023. • Average Sales Price – Average sales price decreased primarily due to sales mix. • Operating Income – Operating income increased primarily due to lower raw materials costs, freight costs, marketing, advertising and promotion expenses and restructuring and related charges. 2023 vs. 2022 – • Sales Volume – Sales volume increased slightly as increased retail volumes were partially offset by a reduction in foodservice volumes. • Average Sales Price – Average sales price increased due to the effects of revenue management in an inflationary cost environment and favorable product mix. 30 • Operating Income – Operating income increased in fiscal 2023 primarily due to higher average sales prices and a $45 million reduction in raw material costs, partially offset by increased marketing, advertising and promotion spend.
Prepared Foods Segment Results in millions 2025 2024 Change 2025 vs. 2024 2023 Change 2024 vs. 2023 Sales $ 9,930 $ 9,851 $ 79 $ 9,845 $ 6 Sales Volume Change (2.5) % 0.9 % Average Sales Price Change 3.3 % (0.8) % Operating Income $ 898 $ 879 $ 19 $ 823 $ 56 Operating Margin 9.0 % 8.9 % 8.4 % 2025 vs. 2024 – • Sales Volume – Sales volume decreased due to a challenging consumer environment and the impact from a product recall. • Average Sales Price – Average sales price increased primarily due to the pass through of increased raw material costs. • Operating Income – Operating income increased primarily due to higher average sales price, improved operational execution and lower selling, general and administrative costs, partially offset by increased raw material costs and charges related to a product recall.
Operating income in fiscal 2023 was impacted by plant closures and disposal charges, goodwill impairment charges, legal contingency accruals and restructuring and related charges, offset by insurance proceeds, net of costs incurred associated with a production facility fire in fiscal 2021.
Operating income was also impacted by reduced legal contingency accruals partially offset by increased costs related to brand and product line discontinuations, restructuring and related charges and lapping of facility fire related insurance proceeds recognized in fiscal 2024 associated with a production facility fire in the fourth quarter of fiscal 2021. 2024 vs. 2023 – • Sales Volume – Sales volume decreased primarily due to reduced domestic production. • Average Sales Price – Average sales price decreased due to the impact of lower input costs.
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 increase in this ratio at September 27, 2025 is due to a decrease in EBITDA of $377 million partially offset by a decrease in net debt of $459 million. 33 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”.
Beef Segment Results in millions 2024 2023 Change 2024 vs. 2023 2022 Change 2023 vs. 2022 Sales $ 20,479 $ 19,325 $ 1,154 $ 19,854 $ (529) Sales Volume Change 1.6 % (3.1) % Average Sales Price Change 4.4 % 0.4 % Operating Income (Loss) $ (381) $ (91) $ (290) $ 2,502 $ (2,593) Operating Margin (1.9) % (0.5) % 12.6 % 2024 vs. 2023 – • Sales Volume – Sales volume increased primarily due to higher average carcass weights. • Average Sales Price – Average sales price increased due to increased input costs and increased demand. • Operating Income (Loss) – Operating income decreased primarily due to compressed beef margins, the recognition of a legal contingency accrual and plant closures and disposal charges in fiscal 2024, and insurance proceeds in fiscal 2023 related to a fire at a production facility in 2019, partially offset by a goodwill impairment charge recorded in fiscal 2023. 2023 vs. 2022 – • Sales Volume – Sales volume decreased due to lower availability of live cattle. • Average Sales Price – Average sales price increased slightly due to price increases associated with reduced live cattle supply and increased input costs, partially offset by reduced export demand and softening demand. • Operating Income (Loss) – Operating income decreased due to unfavorable market conditions, including higher fed cattle costs.
The change in average sales price for fiscal 2025 excludes a $318 million reduction of Sales from the recognition of legal contingency accruals. • Operating Income (Loss) – Operating loss increased in fiscal 2025 due to compressed Beef margins, goodwill and intangible impairments, legal contingency accruals and increased restructuring and related charges, partially offset by improved operational execution and lapping the impacts of plant closure and disposal charges recorded in fiscal 2024. 2024 vs. 2023 – • Sales Volume – Sales volume increased primarily due to higher average carcass weights. • Average Sales Price – Average sales price increased due to increased input costs and increased demand. • Operating Income (Loss) – Operating income decreased primarily due to compressed beef margins, the recognition of legal contingency accruals and plant closure and disposal charges in fiscal 2024, and recognition of facility fire related insurance proceeds in fiscal 2023 related to a fire at a production facility in 2019, partially offset by goodwill and intangible impairments recorded in fiscal 2023.
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. • Increase of $322 million due to costs associated with plant closures and disposals. • Increase of $238 million related to inventory lower of cost or net realizable value adjustments. • Increase of approximately $36 million in our Chicken segment related to net increases in feed ingredients costs and growout expenses, partially offset by reduced outside meat purchases. • Increase of approximately $24 million in our Chicken segment due to $11 million of insurance proceeds, net of costs incurred, in fiscal 2023 compared to $35 million of insurance proceeds, net of costs incurred, in fiscal 2022 related to the fire at our production facility in fiscal 2021. • Decrease in live hog costs of approximately $295 million in our Pork segment. • Decrease in freight and transportation costs of approximately $175 million. • Decrease in raw material and other input costs of approximately $45 million in our Prepared Foods segment. • Remaining increase in costs across all of our segments primarily driven by net impacts on average cost per pound from mix changes as well as the impact of the inflationary environment on our labor and other input costs, partially offset by savings from our productivity program. • The $444 million impact of increased sales volume was primarily driven by increased volumes in our Chicken segment.
Lower sales volume decreased cost of sales by $10 million while higher input cost per pound increased cost of sales by $1,207 million. • The $1,207 million impact of higher input cost per pound was impacted by: • Increase in cattle costs of approximately $1,840 million in our Beef segment. • Increase in raw material and other input costs of approximately $345 million in our Prepared Foods segment. • Increase in hog costs of approximately $295 million in our Pork segment. • Increase of $43 million related to restructuring and related charges. 25 • Decrease of approximately $340 million in our Chicken segment related to decreased feed ingredient costs. • Decrease of $89 million related to lower legal contingency accruals in our Beef, Pork and Chicken segments partially offset by an increase in International/Other. • Decrease of $165 million in plant closure and disposal charges. • Decrease in freight and transportation costs of approximately $110 million. • Decrease of $34 million in facility fire related costs, net of insurance proceeds, in our Chicken segment and International/Other. • 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. • The $10 million impact of decreased sales volume was primarily driven by decreased volumes in our Beef, Pork and Prepared Foods segments. 2024 vs. 2023 – • Cost of sales decreased $568 million.
We reported operating income of $1,409 million in fiscal 2024 as compared to an operating loss of $395 million in fiscal 2023, as we experienced higher operating income in all our segments other than the Beef segment. During fiscal 2024, we incurred higher performance-based compensation costs of $378 million driven by improved consolidated results.
We reported operating income of $1,098 million in fiscal 2025 as compared to an operating income of $1,409 million in fiscal 2024, as we experienced lower operating income in our Beef and Pork segments, partially offset by higher operating income in our Chicken and Prepared Foods segments and International/Other.
The maturities of the notes may vary, but may not exceed 397 days from the date of issuance. As of September 28, 2024, we had no commercial paper outstanding. Our ability to access commercial paper in the future may be limited or its costs increased.
The maximum borrowing capacity under the commercial paper program is $1.75 billion, which increased in April 2025 in conjunction with the execution of the new revolving credit facility. The maturities of the notes may vary, but may not exceed 397 days from the date of issuance. As of September 27, 2025, we had no commercial paper outstanding.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThe 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.
Biggest changeFOREIGN 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.
The following table presents a sensitivity analysis resulting from a hypothetical change of 10% in market prices as of September 28, 2024 and September 30, 2023, on the fair value of open positions.
The following table presents a sensitivity analysis resulting from a hypothetical change of 10% in market prices as of September 27, 2025 and September 28, 2024, on the fair value of open positions.
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 $230 million at September 28, 2024 and $215 million at September 30, 2023.
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 $231 million at September 27, 2025 and $230 million at September 28, 2024.
A hypothetical 10% increase in interest rates effective at September 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 September 28, 2024, we had fixed-rate debt of $8,255 million with a weighted average interest rate of 4.8%.
A hypothetical 10% increase in interest rates effective at September 27, 2025 would increase annualized interest expense by approximately $3 million. Additionally, changes in interest rates impact the fair value of our fixed-rate debt. At September 27, 2025, we had fixed-rate debt of $8,346 million with a weighted average interest rate of 4.8%.
Effect of 10% change in fair value in millions 2024 2023 Livestock: Live Cattle $ 11 $ 68 Lean Hogs 24 10 Grain: Corn 11 23 Soybean Meal 16 22 INTEREST RATE RISK At September 28, 2024, we had variable rate debt of $1,532 million with a weighted average interest rate of 6.7%.
Effect of 10% change in fair value in millions 2025 2024 Livestock: Live Cattle $ 18 $ 11 Lean Hogs 46 24 Grain: Corn 19 11 Soybean Meal 23 16 INTEREST RATE RISK At September 27, 2025, we had variable rate debt of $484 million with a weighted average interest rate of 5.9%.
Our cash equivalents are in high quality securities placed with major banks and financial institutions. Concentrations of credit risk with respect to receivables are limited due to our large number of customers and their dispersion across geographic areas. We perform periodic credit evaluations of our customers’ financial condition and generally do not require collateral.
CONCENTRATIONS OF CREDIT RISK Our financial instruments exposed to concentrations of credit risk consist primarily of cash equivalents and trade receivables. Our cash equivalents are in high quality securities placed with major banks and financial institutions. Concentrations of credit risk with respect to receivables are limited due to our large number of customers and their dispersion across geographic areas.
At September 28, 2024 and September 30, 2023, 15.5% and 15.9%, respectively, of our net accounts receivable balance was due from Walmart Inc. No other single customer or customer group represented 10% or greater of net accounts receivable. 43
We perform periodic credit evaluations of our customers’ financial condition and generally do not require collateral. At September 27, 2025 and September 28, 2024, 15.6% and 15.5%, respectively, of our net accounts receivable balance was due from Walmart Inc. No other single customer or customer group represented 10% or greater of net accounts receivable. 43
A hypothetical 10% change in foreign exchange rates related to the foreign exchange forward and option contracts would have had a $25 million and $17 million impact on pretax income at September 28, 2024 and September 30, 2023, respectively. CONCENTRATIONS OF CREDIT RISK Our financial instruments exposed to concentrations of credit risk consist primarily of cash equivalents and trade receivables.
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 September 27, 2025 and September 28, 2024, respectively.
Removed
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.

Other TSN 10-K year-over-year comparisons