Tyson Foods TSN · USD

SEGMENT REPORTINGWe operate in four reportable segments: Beef, Pork, Chicken, and Prepared Foods. We measure segment profit as operating income (loss). International/Other primarily includes our foreign operations in China, Malaysia, Mexico, South Korea, Thailand and the Kingdom of Saudi Arabia, third-party merger and integration costs and corporate overhead related to Tyson New Ventures, LLC. Our President and Chief Executive Officer is the Chief Operating Decision Maker (CODM) of the Company. The CODM uses operating income (loss) as the reportable segment profitability measure to assess performance and allocate resources. This measure is utilized during our budgeting and forecasting process to assess profitability and to enable decision making regarding strategic initiatives and capital investments across all reportable segments. Our CODM considers variances of actual performance to our annual operating plan and periodic forecasts when making decisions. Significant expenses are expenses which are regularly provided to the CODM and are included in segment operating income (loss). These consist of segment cost of sales, segment selling, general and administrative expenses, and various items affecting comparability. Segment Cost of Sales includes raw materials, direct labor and plant overhead, as well as purchasing and receiving costs, costs directly related to production planning, food safety and quality assurance costs and transportation and warehousing expenses, excluding the impact of items affecting comparability. Segment Selling, General and Administrative expenses include the costs to execute sales to customers, costs related to selling, marketing, advertising and promotional activities and other general and administrative operating costs that are not directly related to manufacturing as well as other expense items, excluding the impact of items affecting comparability. Items affecting comparability include restructuring and related charges (including network optimization), plant closure and disposal charges (net of gains), goodwill and intangible impairments, brand and product line discontinuations, facility fire related costs (net of insurance proceeds), and certain non-ordinary course legal, regulatory and other matters.BeefBeef includes our operations related to processing live fed cattle and fabricating dressed beef carcasses into primal and sub-primal meat cuts and case-ready products.

COMMITMENTS AND CONTINGENCIESCommitmentsWe guarantee obligations of certain outside third parties, consisting primarily of grower loans, which are substantially collateralized by the underlying assets. The remaining terms of the underlying obligations cover periods up to 7 years, and the maximum potential amount of future payments as of September 27, 2025, was not significant. The likelihood of material payments under these guarantees is not considered probable. At September 27, 2025 and September 28, 2024, no significant liabilities for guarantees were recorded.We have cash flow assistance programs in which certain livestock suppliers participate. Under these programs, we pay an amount for livestock equivalent to a standard cost to grow such livestock during periods of low market sales prices. The amounts of such payments that are in excess of the market sales price are recorded as receivables and accrue interest. Participating suppliers are obligated to repay these receivables balances when market sales prices exceed this standard cost, or upon termination of the agreement. Our maximum commitment associated with these programs is limited to the fair value of each participating livestock supplier’s net tangible assets. The potential maximum obligation as of September 27, 2025, was approximately $240 million. At September 27, 2025 and September 28, 2024, we did not have significant net receivables outstanding under these programs.When constructing new facilities or making major enhancements to existing facilities, we will occasionally enter into incentive agreements with local government agencies in order to reduce certain state and local tax expenditures. These funds are generally considered restricted cash, which is reported in the Consolidated Balance Sheets in Other Assets. We had no deposits at September 27, 2025 or September 28, 2024. Additionally, under certain agreements, we transfer the related assets to various local government entities and receive Industrial Revenue Bonds. We immediately lease the facilities from the local government entities and have an option to re-purchase the facilities for a nominal amount upon tendering the Industrial Revenue Bonds to the local government entities at various predetermined dates. The Industrial Revenue Bonds and the associated obligations for the leases of the facilities offset, and the underlying assets remain in property, plant and equipment.

DEBTThe following table reflects major components of debt as of September 27, 2025 and September 28, 2024 (in millions):20252024Revolving credit facility$— $— Commercial paper— — Senior notes:4.00% Notes due March 2026 (“2026 Notes”)800 800 3.55% Notes due June 20271,350 1,350 7.00% Notes due January 202818 18 4.35% Notes due March 2029 (“2029 Notes”)1,000 1,000 5.40% Notes due March 2029 ("5.40% 2029 Notes")600 600 6.13% Notes due November 2032 157 157 5.70% Notes due March 2034 ("5.70% 2034 Notes")900 900 4.88% Notes due August 2034 500 500 5.15% Notes due August 2044 497 500 4.55% Notes due June 2047733 750 5.10% Notes due September 2048 (“2048 Notes”)1,490 1,500 Discount on senior notes(34)(36)Term loans:Term loan facility due May 2026— 750 Term loan facility due May 2028 (5.99% at September 27, 2025)440 750 Finance leases168 126 Other251 168 Unamortized debt issuance costs(40)(46)Total debt8,830 9,787 Less current debt909 74 Total long-term debt$7,921 $9,713 Annual maturities of debt for the five fiscal years subsequent to September 27, 2025 are: 2026 - $909 million; 2027 - $1,400 million; 2028 - $499 million; 2029 - $1,626 million; 2030 - $22 million.Revolving Credit Facility and Letters of CreditIn April 2025, we terminated our previously existing revolving credit facility and entered into a new $2.5 billion revolving credit facility that supports short-term funding needs and serves as a backstop to our commercial paper program. The new revolving credit facility will mature, and the commitments thereunder will terminate, in April 2030 with options for two one-year extensions. Under the terms of the revolving credit facility, we have the option to establish incremental commitment increases of up to an aggregate amount of $500 million if certain conditions are met. The covenants and other terms of the new facility are generally consistent with those of the terminated facility. At September 27, 2025, amounts available for borrowing under this facility totaled $2.5 billion and we had no outstanding borrowings and no outstanding letters of credit issued under this facility. At September 27, 2025, we had $83 million of bilateral letters of credit issued separately from the revolving credit facility, none of which were drawn upon. Our letters of credit are issued primarily in support of workers’ compensation insurance programs and other legal obligations.

INCOME TAXESDetail of the provision for income taxes from continuing operations consisted of the following for fiscal years 2025, 2024 and 2023 (in millions):202520242023Federal$124 $188 $(39)State54 34 (38)Foreign84 48 48 $262 $270 $(29)Current$338 $315 $154 Deferred(76)(45)(183) $262 $270 $(29)The reasons for the difference between the statutory federal income tax rate and our effective income tax rate from continuing operations are as follows for fiscal years 2025, 2024 and 2023:202520242023Federal income tax rate21.0 %21.0 %21.0 %State income taxes4.7 3.4 (0.7)Unrecognized tax benefits, net1.2 0.7 1.8 Deferred income tax remeasurement— (0.9)3.8 General business credits(2.1)(1.9)3.4 Company-owned life insurance(1.3)(1.7)1.3 Officer compensation expense1.9 1.1 (0.6)Foreign rate differences and valuation allowances(1.8)0.3 (1.2)Goodwill9.4 1.2 (24.2)Other1.1 1.6 (0.3)34.1 %24.8 %4.3 %During fiscal 2025, state tax expense, net of federal impact, was $36 million. Additionally, the effective tax rate was higher than the statutory rate due to the impact of a $343 million non-deductible goodwill impairment. Changes in foreign valuation allowances include $9 million benefit due to legislation enacted in fiscal 2025. During fiscal 2024, state tax expense, net of federal impact, was $28 million, which included $14 million benefit from operating loss carryforwards and $9 million benefit related to the remeasurement of deferred income taxes, primarily due to legislation decreasing state tax rates enacted in fiscal 2024. Additionally, the effective tax rate is higher than the statutory rate due to the impact of $63 million of non-deductible goodwill associated with the sale of our Vienna, Georgia facility.During fiscal 2023, state tax benefit, net of federal impact, was $21 million, which included $26 million benefit related to the remeasurement of deferred income taxes, primarily due to legislation decreasing state tax rates enacted in fiscal 2023. Non-deductible goodwill impairments unfavorably impacted the effective tax rate by 24.2%. The tax benefit from income tax credits was $23 million. Approximately $278 million, $864 million and ($643) million of income (loss) from continuing operations before income taxes for fiscal 2025, 2024 and 2023, respectively, were from our operations based in the United States.

STOCK-BASED COMPENSATIONWe issue shares under our stock-based compensation plans by issuing Class A stock from treasury. The total number of shares available for future grant under the Tyson Foods, Inc. 2000 Stock Incentive Plan (“Incentive Plan”) was 8,769,043 at September 27, 2025.Stock OptionsShareholders approved the Incentive Plan in January 2001. The Incentive Plan is administered by the Compensation and Leadership Development Committee of the Board of Directors (“Compensation Committee”). The Incentive Plan includes provisions for granting incentive stock options for shares of Class A stock at a price not less than the fair value at the date of grant. Nonqualified stock options may be granted at a price equal to or more than the fair value of Class A stock on the date the option is granted. Stock options under the Incentive Plan generally become exercisable ratably over three years from the date of grant and must be exercised within 10 years from the date of grant. Our policy is to recognize compensation expense on a straight-line basis over the requisite service period for the entire award. Forfeitures are recognized as they occur. Shares UnderOptionWeightedAverage ExercisePrice Per ShareWeighted Average Remaining Contractual Life (in Years)AggregateIntrinsic Value(in millions)Outstanding, September 28, 20247,114,663 $64.02 Exercised(669,987)49.82 Forfeited or expired(623,291)66.64 Granted1,648,774 64.54 Outstanding, September 27, 20257,470,159 $65.19 6.4$9 Exercisable, September 27, 20254,851,416 $68.57 5.2$4 The weighted average grant-date fair value of options granted in fiscal 2025, 2024 and 2023 was $13.94, $12.70 and $15.82, respectively. The fair value of each option grant is established on the date of grant using a binomial lattice method. We use historical volatility for a period of time comparable to the expected life of the option to determine volatility assumptions. Expected life is calculated based on the contractual term of each grant and takes into account the historical exercise and termination behavior of participants. Risk-free interest rates are based on the five-year Treasury bond rate. Assumptions used in the fair value calculation are as of the grant dates and are outlined in the following table.202520242023Expected life (in years)4.64.54.5Risk-free interest rate4.2 %4.5 %3.9 %Expected volatility26.8 %31.9 %31.2 %Expected dividend yield3.0 %2.7 %2.

ACQUISITIONS AND DISPOSITIONS AcquisitionsIn the third quarter of fiscal 2023, we acquired Williams Sausage Company for $220 million, net of cash acquired, as part of our growth strategy to increase our capacity and product portfolio. Its results, subsequent to the acquisition closing, are included in our Prepared Foods segment and through September 27, 2025 were insignificant to our Consolidated Statements of Income. The purchase price allocation included $15 million of net working capital, including $3 million of cash acquired, $67 million of Property, Plant and Equipment, $107 million of Goodwill, $65 million of Intangible Assets, and $31 million of Deferred Income Taxes. Intangible Assets include brands and trademarks and customer relationships which will be amortized over a life of 20 and 12 years, respectively. $50 million of the goodwill is deductible for U.S. income tax purposes. The acquisition of Williams Sausage Company was accounted for using the acquisition method of accounting. In the first quarter of fiscal 2023, we completed the acquisition of a 60% equity stake in Supreme Foods Processing Company ("SFPC"), a producer and distributor of value-added and cooked chicken and beef products, and a 15% equity stake in Agricultural Development Company ("ADC"), a fully integrated poultry company, for a total purchase price of $75 million, net of cash acquired. Both SFPC and ADC were subsidiaries of Tanmiah Food Company. The results of SFPC, subsequent to the acquisition closing, are included in International/Other for segment presentation and through September 27, 2025 were insignificant to our Consolidated Statements of Income. We are accounting for the investment in ADC under the equity method. Acquisition of equity method investments in fiscal 2023, which totaled $115 million, primarily included ADC and the purchase of a minority interest in a global insect-based ingredients company as well as deferred payments related to a prior year investment.DispositionsIn the fourth quarter of fiscal 2024, we completed the sale of our Vienna, Georgia facility, which was included in our Chicken segment, for $174 million. As a result of the sale, we recorded a pretax gain of $16 million, which was reflected in Cost of Sales in our Consolidated Statement of Income for our fiscal 2024. The facility's $158 million carrying value primarily consisted of fixed assets and inventory, and included $63 million of goodwill that was not deductible for tax purposes.

GovernanceAs part of our overall risk management program, we run and maintain a formal information security, cybersecurity, and privacy program led by our Chief Information Security Officer (“CISO”) that uses a risk-based approach to evaluate new technology, third parties, and changes to the technology landscape. The program is assessed using multiple industry frameworks including the National Institute of Standards and Technology Cybersecurity Framework (NIST-CSF Version 2.0). We engage with industry partners, assessment firms and advisors, law enforcement, and others to periodically assess our cybersecurity capabilities, and utilize a defense-in-depth approach to protect our systems and services.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. 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 actively work with internal partners to assess and implement methods of transferring risk to appropriate parties.IdentificationWe 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. These include tabletop exercises, vulnerability testing and other methods focused on evaluating the effectiveness of our cybersecurity measures and planning. We actively engage third parties to assist with our assessments and testing processes. We adjust our cybersecurity policies, standards, processes and practices, where appropriate, based on internal and external assessments and testing results.ProtectionWe provide technical safeguards that are designed to provide commercially reasonable protection of our technology and information systems. We actively monitor and assess the impact of potential cybersecurity threats to our technology systems.

EQUITY Capital StockWe have two classes of capital stock, Class A Common stock, $0.10 par value (“Class A stock”) and Class B Common Stock, $0.10 par value (“Class B stock”). Holders of Class B stock may convert such stock into Class A stock on a share-for-share basis. Holders of Class B stock are entitled to 10 votes per share, while holders of Class A stock are entitled to one vote per share on matters submitted to shareholders for approval. As of September 27, 2025, TLP owned 99.987% of the outstanding shares of Class B stock and the TLP and members of the Tyson family owned, in the aggregate, 2.56% of the outstanding shares of Class A stock, giving them, collectively, control of approximately 71.94% of the total voting power of the outstanding voting stock.The Class B stock is considered a participating security requiring the use of the two-class method for the computation of basic earnings per share. The two-class computation method for each period reflects the cash dividends paid for each class of stock, plus the amount of allocated undistributed earnings (losses) computed using the participation percentage, which reflects the dividend rights of each class of stock. Basic earnings per share were computed using the two-class method for all periods presented. The shares of Class B stock are considered to be participating convertible securities since the shares of Class B stock are convertible on a share-for-share basis into shares of Class A stock. Diluted earnings per share, if dilutive, were computed assuming the conversion of the Class B shares into Class A shares as of the beginning of each period.Dividends Cash dividends cannot be paid to holders of Class B stock unless they are simultaneously paid to holders of Class A stock. The per share amount of the cash dividend paid to holders of Class B stock cannot exceed 90% of the cash dividend simultaneously paid to holders of Class A stock. We pay quarterly cash dividends to Class A and Class B shareholders. We paid Class A dividends per share of $2.00, $1.96, and $1.92 in fiscal 2025, 2024, and 2023, respectively. We paid Class B dividends per share of $1.80, $1.76, and $1.73 in fiscal 2025, 2024, and 2023, respectively. Effective November 7, 2025, the Board of Directors increased the quarterly dividend previously declared on August 7, 2025, to $0.51 per share on our Class A stock and $0.459 per share on our Class B stock.