Tyson Foods(TSN) - 2025 Q3 - Quarterly Report

PART I. FINANCIAL INFORMATION This part presents the unaudited consolidated condensed financial statements and management's discussion and analysis of Tyson Foods, Inc.'s financial performance and condition Item 1. Financial Statements This section presents Tyson Foods, Inc.'s unaudited consolidated condensed financial statements, including statements of income, comprehensive income, balance sheets, shareholders' equity, and cash flows for the periods ended June 28, 2025, and June 29, 2024 (or September 28, 2024 for balance sheet). Key financial performance indicators show a decrease in net income attributable to Tyson for both the three and nine months ended June 28, 2025, compared to the prior year, significantly impacted by a $343 million goodwill impairment charge in the Beef segment. The company's balance sheet shows a slight decrease in total assets and shareholders' equity, while current debt increased substantially Consolidated Condensed Statements of Income This statement details the company's revenues, expenses, and net income over specific periods, highlighting the impact of a goodwill impairment charge on profitability | Metric | Three Months Ended June 28, 2025 (in millions) | Three Months Ended June 29, 2024 (in millions) | Nine Months Ended June 28, 2025 (in millions) | Nine Months Ended June 29, 2024 (in millions) | | :-------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Sales | $13,884 | $13,353 | $40,581 | $39,744 | | Gross Profit | $1,141 | $878 | $2,836 | $2,567 | | Operating Income | $260 | $341 | $940 | $884 | | Income before Income Taxes | $193 | $253 | $701 | $617 | | Net Income | $69 | $196 | $449 | $458 | | Net Income Attributable to Tyson | $61 | $191 | $427 | $443 | | Diluted EPS | $0.17 | $0.54 | $1.20 | $1.25 | - Sales increased by $531 million (4%) for the three months ended June 28, 2025, and by $837 million (2%) for the nine months ended June 28, 2025, compared to the prior year periods[13][138][139] - Operating income decreased by 24% for the three months ended June 28, 2025, primarily due to $343 million in goodwill impairment charges in the Beef segment, partially offset by network optimization plan income[13][138] - Net income attributable to Tyson decreased significantly for the three months ended June 28, 2025, from $191 million to $61 million, and slightly for the nine months ended June 28, 2025, from $443 million to $427 million[13] Consolidated Condensed Statements of Comprehensive Income This statement presents net income and other comprehensive income components, showing the overall change in equity from non-owner sources | Metric | Three Months Ended June 28, 2025 (in millions) | Three Months Ended June 29, 2024 (in millions) | Nine Months Ended June 28, 2025 (in millions) | Nine Months Ended June 29, 2024 (in millions) | | :------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Net Income | $69 | $196 | $449 | $458 | | Total Other Comprehensive Income (Loss), Net of Taxes | $64 | $(44) | $(12) | $(35) | | Comprehensive Income | $133 | $152 | $437 | $423 | | Comprehensive Income Attributable to Tyson | $119 | $148 | $416 | $408 | - Total Other Comprehensive Income (Loss), Net of Taxes, significantly improved to a gain of $64 million for the three months ended June 28, 2025, compared to a loss of $44 million in the prior year, primarily due to currency translation gains[15] Consolidated Condensed Balance Sheets This statement provides a snapshot of the company's assets, liabilities, and equity at specific points in time, reflecting changes in financial position | Metric | June 28, 2025 (in millions) | September 28, 2024 (in millions) | | :-------------------------------- | :---------------------------- | :------------------------------- | | Total Current Assets | $9,859 | $9,751 | | Net Property, Plant and Equipment | $9,081 | $9,442 | | Goodwill | $9,468 | $9,819 | | Total Assets | $36,464 | $37,100 | | Total Current Liabilities | $5,690 | $4,787 | | Long-Term Debt | $8,179 | $9,713 | | Total Liabilities and Shareholders' Equity | $36,464 | $37,100 | - Total assets decreased from $37,100 million to $36,464 million, primarily due to a reduction in Net Property, Plant and Equipment and Goodwill[17] - Current debt increased significantly from $74 million to $886 million, while long-term debt decreased from $9,713 million to $8,179 million[17] Consolidated Condensed Statements of Shareholders' Equity This statement outlines changes in the company's equity accounts, including net income, dividends, and other comprehensive income, over specified periods | Metric | June 28, 2025 (in millions) | June 29, 2024 (in millions) | | :------------------------------------- | :---------------------------- | :---------------------------- | | Total Tyson Shareholders' Equity | $18,338 | $18,076 | | Total Shareholders' Equity | $18,468 | $18,202 | | Net Income Attributable to Tyson (9 months) | $427 | $443 | | Dividends (9 months) | $(528) | $(516) | - Total Shareholders' Equity attributable to Tyson increased slightly to $18,338 million as of June 28, 2025, from $18,076 million as of June 29, 2024[18] - Dividends declared for the nine months ended June 28, 2025, were $528 million, an increase from $516 million in the prior year[18] Consolidated Condensed Statements of Cash Flows This statement categorizes cash inflows and outflows from operating, investing, and financing activities, showing changes in cash and cash equivalents | Metric | Nine Months Ended June 28, 2025 (in millions) | Nine Months Ended June 29, 2024 (in millions) | | :------------------------------------ | :-------------------------------------------- | :-------------------------------------------- | | Cash Provided by Operating Activities | $1,620 | $1,973 | | Cash Used for Investing Activities | $(405) | $(854) | | Cash (Used for) Provided by Financing Activities | $(1,377) | $883 | | (Decrease) Increase in Cash and Cash Equivalents | $(170) | $1,996 | | Cash and Cash Equivalents at End of Period | $1,547 | $2,569 | - Cash provided by operating activities decreased by $353 million to $1,620 million for the nine months ended June 28, 2025, primarily due to a decrease in cash from net changes in operating assets and liabilities[21][190] - Cash used for investing activities significantly decreased to $405 million, from $854 million in the prior year, driven by lower additions to property, plant and equipment and proceeds from the sale of storage facilities[21][191][194] - Cash flows from financing activities shifted from a net inflow of $883 million to a net outflow of $1,377 million, mainly due to lower proceeds from debt issuance and higher debt payments[21][192][195] Notes to Consolidated Condensed Financial Statements This section provides detailed explanations and additional information supporting the consolidated condensed financial statements NOTE 1: ACCOUNTING POLICIES This note describes the significant accounting policies, basis of presentation, and recent accounting pronouncements affecting the financial statements - The consolidated condensed financial statements are unaudited and prepared in accordance with GAAP, requiring estimates and assumptions that may differ from actual results[24][25][31] - During the third quarter of fiscal 2025, the company recognized a $343 million goodwill impairment to fully impair its Beef reporting unit's goodwill, due to lower than anticipated cattle supply and increased cattle costs[29] - New FASB guidance on expense disclosure (effective fiscal 2028), income tax disclosures (effective fiscal 2026), segment reporting (effective fiscal 2025), and supplier finance programs (effective fiscal 2024/2025) are being evaluated for impact[32][33][34][36] NOTE 2: INVENTORIES This note details the valuation methods and composition of the company's inventory at specific balance sheet dates - Inventories are valued at the lower of cost or net realizable value, with cost including raw materials, live purchase costs, growout costs, labor, and manufacturing overhead[37] | Inventory Component | June 28, 2025 (in millions) | September 28, 2024 (in millions) | | :------------------ | :---------------------------- | :------------------------------- | | Processed products | $2,985 | $2,897 | | Livestock | $1,608 | $1,460 | | Supplies and other | $843 | $838 | | Total inventory | $5,436 | $5,195 | NOTE 3: PROPERTY, PLANT AND EQUIPMENT This note provides a breakdown of property, plant, and equipment, including changes in net book value and accumulated depreciation | Category | June 28, 2025 (in millions) | September 28, 2024 (in millions) | | :-------------------------------- | :---------------------------- | :------------------------------- | | Land | $205 | $220 | | Buildings and leasehold improvements | $6,973 | $6,981 | | Machinery and equipment | $11,725 | $11,457 | | Buildings and equipment under construction | $591 | $705 | | Less accumulated depreciation | $10,987 | $10,521 | | Net Property, Plant and Equipment | $9,081 | $9,442 | - Net Property, Plant and Equipment decreased by $361 million from September 28, 2024, to June 28, 2025, primarily due to increased accumulated depreciation and a decrease in buildings and equipment under construction[39] NOTE 4: OTHER CURRENT LIABILITIES This note presents the components and changes in other current liabilities, such as accrued expenses and taxes payable | Component | June 28, 2025 (in millions) | September 28, 2024 (in millions) | | :-------------------------- | :---------------------------- | :------------------------------- | | Accrued salaries, wages and benefits | $812 | $912 | | Taxes payable | $256 | $210 | | Accrued current legal contingencies | $431 | $349 | | Other | $932 | $840 | | Total other current liabilities | $2,431 | $2,311 | - Total other current liabilities increased by $120 million to $2,431 million as of June 28, 2025, driven by increases in taxes payable, accrued current legal contingencies, and other liabilities, partially offset by a decrease in accrued salaries, wages, and benefits[40] NOTE 5: RESTRUCTURING AND RELATED CHARGES This note outlines the financial impact of the company's network optimization plan, including charges, gains from asset sales, and plant closures - The company initiated a network optimization plan in Q1 fiscal 2025, recognizing $83 million in net income for Q3 fiscal 2025 (gain of $107 million from storage facility sales, offset by $24 million in charges) and $33 million in net charges for the first nine months of fiscal 2025[41][42][43] - Proceeds of $252 million were received from the sale of storage facilities in the first nine months of fiscal 2025[43] - Plant closures and disposals resulted in $23 million of additional charges in the first nine months of fiscal 2025, primarily for contract termination costs[46] NOTE 6: DEBT This note details the company's debt structure, including senior notes, term loans, and changes in credit facilities and commercial paper programs | Debt Component | June 28, 2025 (in millions) | September 28, 2024 (in millions) | | :-------------------------------- | :---------------------------- | :------------------------------- | | Senior notes | $8,080 | $8,081 | | Term loans | $750 | $1,500 | | Finance Leases | $147 | $126 | | Total debt | $9,065 | $9,787 | | Less current debt | $886 | $74 | | Total long-term debt | $8,179 | $9,713 | - Total debt decreased by $722 million to $9,065 million as of June 28, 2025, primarily due to the repayment of a $750 million term loan due May 2026[50][55] - The company terminated its previous revolving credit facility and entered into a new $2.5 billion revolving credit facility in April 2025, maturing in April 2030, with no outstanding borrowings as of June 28, 2025[51][52] - The commercial paper program's maximum principal amount was increased to $1.75 billion in April 2025, with no commercial paper outstanding as of June 28, 2025[53] NOTE 7: EQUITY This note provides information on the company's share repurchase program and equity compensation plan activities - As of June 28, 2025, 6.9 million shares remained available for repurchase under the company's share repurchase program[58] | Share Repurchase Activity | Three Months Ended June 28, 2025 | Nine Months Ended June 28, 2025 | | :------------------------------------------------ | :------------------------------- | :------------------------------ | | Shares repurchased under program (millions) | 0.4 | 0.4 | | Dollars repurchased under program (millions) | $23 | $23 | | Total shares repurchased (millions) | 0.4 | 0.7 | | Total dollars repurchased (millions) | $26 | $42 | NOTE 8: INCOME TAXES This note explains the effective tax rates, significant tax adjustments, and ongoing tax-related contingencies | Period | Effective Tax Rate | | :-------------------------- | :----------------- | | Three Months Ended June 28, 2025 | 64.5% | | Three Months Ended June 29, 2024 | 22.9% | | Nine Months Ended June 28, 2025 | 36.0% | | Nine Months Ended June 29, 2024 | 25.9% | - The effective tax rate for Q3 fiscal 2025 was significantly higher (64.5%) than Q3 fiscal 2024 (22.9%), primarily due to a $343 million non-deductible goodwill impairment, partially offset by foreign valuation allowance releases[59][168] - The company is evaluating the impact of the recently enacted One Big Beautiful Bill Act (OBBBA) on its financial statements, which makes permanent key elements of the Tax Cuts and Jobs Act[61] - A Mexican tax assessment of approximately $485 million related to a 2015 sale of Mexican operations is being disputed; the company has not recorded a liability as it believes the assertions have no merit and a loss is not probable[62] NOTE 9: EARNINGS PER SHARE This note presents the calculation of basic and diluted earnings per share for Class A and Class B common stock | EPS Type | Three Months Ended June 28, 2025 | Three Months Ended June 29, 2024 | Nine Months Ended June 28, 2025 | Nine Months Ended June 29, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Class A Basic | $0.18 | $0.55 | $1.23 | $1.28 | | Class B Basic | $0.16 | $0.49 | $1.10 | $1.14 | | Diluted | $0.17 | $0.54 | $1.20 | $1.25 | - Diluted EPS decreased to $0.17 for the three months ended June 28, 2025, from $0.54 in the prior year, and to $1.20 for the nine months ended June 28, 2025, from $1.25 in the prior year[63] - Dividends declared per share for Class A stock were $0.500 for the three months and $1.510 for the nine months ended June 28, 2025[63] NOTE 10: DERIVATIVE FINANCIAL INSTRUMENTS This note describes the company's use of derivatives to manage market risks related to commodities, foreign currency, and interest rates - The company uses derivative financial instruments (forwards and options) to manage market risks related to commodity prices, foreign currency exchange rates, and interest rates[66] | Commodity | Metric | June 28, 2025 | September 28, 2024 | | :---------- | :----- | :------------ | :----------------- | | Corn | Bushels | 62 million | 29 million | | Soybean Meal | Tons | 1,102,200 | 623,400 | | Live Cattle | Pounds | 690 million | 136 million | | Lean Hogs | Pounds | 315 million | 351 million | | Foreign Currency | USD | $226 million | $245 million | - Net pretax losses of $6 million for commodity contracts are expected to be reclassified into earnings within the next twelve months from cash flow hedges[68] NOTE 11: FAIR VALUE MEASUREMENTS This note categorizes financial instruments and other assets/liabilities measured at fair value, detailing the inputs used in valuation - Fair value measurements are categorized into Level 1 (quoted prices in active markets), Level 2 (observable inputs other than Level 1), and Level 3 (unobservable inputs)[74][75][76] | Financial Instrument (Assets) | June 28, 2025 (in millions) | September 28, 2024 (in millions) | | :-------------------------------- | :---------------------------- | :------------------------------- | | Derivative financial instruments (designated as hedges) | $1 | $13 | | Derivative financial instruments (undesignated) | $65 | $81 | | Available-for-sale securities (current) | $1 | $10 | | Available-for-sale securities (non-current) | $115 | $103 | | Deferred compensation assets | $501 | $483 | | Total assets | $683 | $690 | | Total liabilities (Derivative financial instruments) | $20 | $36 | - A goodwill impairment charge of $343 million in the Beef segment and a fixed asset impairment charge of $19 million were recorded in Q3 fiscal 2025, measured using Level 3 inputs[87] NOTE 12: OTHER COMPREHENSIVE INCOME (LOSS) This note breaks down the components of other comprehensive income (loss), including derivatives, investments, and currency translation adjustments | Component (After Tax) | Three Months Ended June 28, 2025 (in millions) | Three Months Ended June 29, 2024 (in millions) | Nine Months Ended June 28, 2025 (in millions) | Nine Months Ended June 29, 2024 (in millions) | | :------------------------------------ | :--------------------------------------------- | :--------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Derivatives accounted for as cash flow hedges | $(4) | $(12) | $(15) | $(12) | | Investments | $1 | $0 | $0 | $2 | | Currency translation | $64 | $(32) | $(18) | $(28) | | Postretirement benefits | $0 | $0 | $0 | $2 | | Total other comprehensive income (loss) | $64 | $(44) | $(12) | $(35) | - Total other comprehensive income (loss) significantly improved to a gain of $64 million for the three months ended June 28, 2025, compared to a loss of $44 million in the prior year, primarily driven by currency translation adjustments[89] NOTE 13: SEGMENT REPORTING This note provides financial information for the company's reportable segments, including sales and operating income (loss) performance - Tyson Foods operates in four reportable segments: Beef, Pork, Chicken, and Prepared Foods, with International/Other including foreign operations and corporate overhead[90][137] | Segment | Sales (3 Months Ended June 28, 2025, in millions) | Sales (3 Months Ended June 29, 2024, in millions) | Operating Income (Loss) (3 Months Ended June 28, 2025, in millions) | Operating Income (Loss) (3 Months Ended June 29, 2024, in millions) | | :---------------- | :---------------------------------------------- | :---------------------------------------------- | :------------------------------------------------------------------ | :------------------------------------------------------------------ | | Beef | $5,603 | $5,241 | $(494) | $(69) | | Pork | $1,506 | $1,462 | $36 | $(62) | | Chicken | $4,220 | $4,076 | $367 | $244 | | Prepared Foods | $2,515 | $2,432 | $302 | $203 | | International/Other | $557 | $582 | $49 | $25 | | Total Sales | $13,884 | $13,353 | $260 | $341 | - Beef segment operating loss significantly increased to $(494) million in Q3 fiscal 2025, primarily due to a $343 million goodwill impairment charge[95][171] - Chicken and Prepared Foods segments showed strong operating income growth in Q3 fiscal 2025, with Chicken at $367 million (up from $244 million) and Prepared Foods at $302 million (up from $203 million)[95] NOTE 14: COMMITMENTS AND CONTINGENCIES This note discloses the company's guarantees, legal proceedings, and other contingent liabilities, including antitrust and wage rate litigations - The company guarantees certain third-party obligations, primarily grower loans, with a maximum potential commitment of approximately $240 million as of June 28, 2025[104][105] - For the Broiler Antitrust Civil Litigation, the company settled all class claims for an aggregate of $221.5 million, with final court approval granted for all settlements. Remaining opt-out plaintiffs are in settlement discussions[114][115] - In the Pork Antitrust Litigation, the company reached an agreement in principle with direct purchase class plaintiffs to settle claims for $50 million, with preliminary court approval granted[123] - A legal contingency accrual of $93 million was recorded in Q2 fiscal 2025 for the Beef Antitrust Civil Litigation, and $250 million was added to the Pork Antitrust accrual in Q2 fiscal 2025, bringing the total to $245 million as of June 28, 2025[124][128] - The company reached an agreement in principle to settle the Poultry Wage Rate Litigation for $115.5 million and the Fresh Meats Wage Rate Litigation for $72.5 million, with preliminary/final court approvals received and payments made[129][132] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on Tyson Foods' financial condition, cash flows, and results of operations for the three and nine months ended June 28, 2025. It highlights overall sales growth driven by increased average sales prices, but a decline in operating income for the quarter due to a significant goodwill impairment in the Beef segment. The discussion also covers market environment factors, strategic initiatives like network optimization, and detailed financial performance by segment, emphasizing challenges in Beef and Pork, and improvements in Chicken and Prepared Foods. Liquidity and capital resources remain sufficient, supported by a new revolving credit facility and no outstanding commercial paper OBJECTIVE This section outlines the purpose of management's discussion and analysis, focusing on financial performance, condition, and future impacts - The objective is to analyze the company's financial condition, cash flows, and results of operations, and discuss events and uncertainties that may impact future financial results[136] RESULTS OF OPERATIONS This section analyzes the company's financial performance over the reporting periods, detailing sales, costs, and segment-specific results Description of the Company This section provides an overview of Tyson Foods' business segments and key factors influencing its operations - Tyson Foods is a global protein leader, operating in Beef, Pork, Chicken, and Prepared Foods segments, with key factors influencing business including customer demand, market prices, raw material costs, labor availability, and operating efficiencies[137] Overview This section summarizes the company's overall sales and operating income performance for the current periods, highlighting key drivers and impacts - Sales grew 4% ($531 million) in Q3 fiscal 2025 and 2% ($837 million) in the first nine months of fiscal 2025[138][139] - Operating income for Q3 fiscal 2025 decreased 24% to $260 million, primarily due to a $343 million goodwill impairment charge in the Beef segment, partially offset by network optimization plan income[138] - Operating income for the first nine months of fiscal 2025 increased 6% to $940 million, despite goodwill impairment and legal contingency accruals, driven by Chicken and Prepared Foods segments[139] Market Environment This section discusses external factors such as protein production, raw material costs, and trade policies affecting the company's market conditions - Domestic protein production decreased 1% in Q3 fiscal 2025. The Beef segment faces limited market-ready cattle supply and increased costs, while Pork has sufficient supply but increased hog costs. Chicken experienced reduced feed ingredient costs, and Prepared Foods saw increased raw material costs[140] - Exports account for less than 10% of business, and changes in import/export policies, tariffs, and trade restrictions may cause sales disruptions and impact product prices[141] Margins This section presents the company's total operating margin and segment-specific operating margins for the reporting period - Total operating margin was 1.9% in Q3 fiscal 2025[142] | Segment | Operating Margin (Q3 Fiscal 2025) | | :-------------- | :-------------------------------- | | Beef | (8.8)% | | Pork | 2.4% | | Chicken | 8.7% | | Prepared Foods | 12.0% | Strategy This section outlines the company's strategic priorities, including margin delivery, branded portfolio growth, and international market expansion - The company's strategy focuses on delivering margins in core protein, growing its branded portfolio, and scaling in international markets[142] - A network optimization plan was initiated in Q1 fiscal 2025, with $84 million in total pretax charges anticipated for actions approved through June 28, 2025, and $252 million in proceeds from storage facility sales[143] Summary of Results This section provides a consolidated summary of key financial results, including sales, cost of sales, and other income/expense items Sales This section details the company's sales performance, including changes in volume and average sales prices for the reporting periods | Metric | Q3 Fiscal 2025 | Q3 Fiscal 2024 | 9 Months Fiscal 2025 | 9 Months Fiscal 2024 | | :-------------------- | :------------- | :------------- | :------------------- | :------------------- | | Sales (in millions) | $13,884 | $13,353 | $40,581 | $39,744 | | Change in sales volume | (0.1)% | | 0.5% | | | Change in average sales price | 3.7% | | 2.4% | | | Sales growth | 4.0% | | 2.1% | | - Q3 fiscal 2025 sales growth of 4.0% was driven by a 3.7% increase in average sales price, with sales volume relatively flat[144][147] - Nine months fiscal 2025 sales growth of 2.1% was primarily due to a 2.4% increase in average sales price, with sales volume increasing by 0.5%[144][145][151] Cost of Sales This section analyzes the cost of products sold, including changes in input costs and their impact on gross profit | Metric | Q3 Fiscal 2025 | Q3 Fiscal 2024 | 9 Months Fiscal 2025 | 9 Months Fiscal 2024 | | :-------------------------- | :------------- | :------------- | :------------------- | :------------------- | | Cost of sales (in millions) | $12,743 | $12,475 | $37,745 | $37,177 | | Gross profit (in millions) | $1,141 | $878 | $2,836 | $2,567 | | Cost of sales as % of sales | 91.8% | 93.4% | 93.0% | 93.5% | - Cost of sales increased by $268 million in Q3 fiscal 2025, driven by a $276 million increase in input cost per pound, including higher cattle costs ($560 million) and raw material costs in Prepared Foods ($60 million)[152] - For the nine months, cost of sales increased by $568 million, with a $384 million impact from higher input costs per pound, including cattle ($1,070 million), Prepared Foods raw materials ($220 million), and hog costs ($175 million)[152] - Cost of sales as a percentage of sales improved to 91.8% in Q3 fiscal 2025 (from 93.4%) and 93.0% for the nine months (from 93.5%)[148] Selling, General and Administrative This section reviews trends in selling, general, and administrative expenses, including key drivers of changes | Metric | Q3 Fiscal 2025 | Q3 Fiscal 2024 | 9 Months Fiscal 2025 | 9 Months Fiscal 2024 | | :------------------------------------ | :------------- | :------------- | :------------------- | :------------------- | | SG&A (in millions) | $538 | $537 | $1,553 | $1,683 | | SG&A as a percentage of sales | 3.9% | 4.0% | 3.8% | 4.2% | - SG&A was relatively flat in Q3 fiscal 2025. For the nine months, SG&A decreased by $130 million, primarily due to lower employee costs ($36 million), professional fees ($35 million), marketing expenses ($33 million), and restructuring costs ($31 million)[155][162] Goodwill Impairment This section discusses the goodwill impairment charge recognized in the Beef segment during the reporting period - A $343 million goodwill impairment charge was recorded in the Beef segment in Q3 fiscal 2025[157] Interest (Income) Expense This section details the company's interest income and expense, explaining the factors influencing these amounts | Metric | Q3 Fiscal 2025 | Q3 Fiscal 2024 | 9 Months Fiscal 2025 | 9 Months Fiscal 2024 | | :-------------- | :------------- | :------------- | :------------------- | :------------------- | | Interest income | $(15) | $(36) | $(57) | $(60) | | Interest expense | $113 | $135 | $343 | $351 | - Interest income decreased due to lower average cash and cash equivalents. Interest expense decreased due to repayment of the term loan due May 2026 and August 2024 senior notes[163] Other (Income) Expense, net This section reports other non-operating income and expenses, including joint venture earnings and foreign exchange gains | Metric | Q3 Fiscal 2025 | Q3 Fiscal 2024 | 9 Months Fiscal 2025 | 9 Months Fiscal 2024 | | :-------------------------- | :------------- | :------------- | :------------------- | :------------------- | | Total other (income) expense, net | $(31) | $(11) | $(47) | $(24) | - Q3 fiscal 2025 included $23 million of joint venture earnings and $11 million of foreign exchange gains. Nine months fiscal 2025 included $50 million of joint venture earnings and $7 million of production facilities fire insurance proceeds[160] Effective Tax Rate This section explains the company's effective tax rate and the factors contributing to its fluctuations | Period | Effective Tax Rate | | :-------------------------- | :----------------- | | Three Months Ended June 28, 2025 | 64.5% | | Three Months Ended June 29, 2024 | 22.9% | | Nine Months Ended June 28, 2025 | 36.0% | | Nine Months Ended June 29, 2024 | 25.9% | - The effective tax rate for Q3 fiscal 2025 was 64.5% (vs. 22.9% in Q3 fiscal 2024) and 36.0% for the nine months (vs. 25.9% in prior year), primarily due to the $343 million non-deductible goodwill impairment[165][168] Net Income Attributable to Tyson This section presents the net income attributable to Tyson shareholders, highlighting significant impacts like impairment charges | Metric | Q3 Fiscal 2025 | Q3 Fiscal 2024 | 9 Months Fiscal 2025 | 9 Months Fiscal 2024 | | :------------------------------------ | :------------- | :------------- | :------------------- | :------------------- | | Net income attributable to Tyson (in millions) | $61 | $191 | $427 | $443 | | Net income attributable to Tyson – per diluted share | $0.17 | $0.54 | $1.20 | $1.25 | - Net income attributable to Tyson for Q3 fiscal 2025 was significantly impacted by a $343 million goodwill impairment charge, partially offset by $83 million from the network optimization plan[169] - For the nine months, net income was impacted by $343 million goodwill impairment, $343 million legal contingency accruals, and $33 million network optimization plan charges[169] Segment Results This section provides a detailed analysis of the financial performance for each of the company's reportable segments Beef Segment Results This section analyzes the sales, volume, average sales price, and operating income (loss) for the Beef segment | Metric | Q3 Fiscal 2025 | Q3 Fiscal 2024 | 9 Months Fiscal 2025 | 9 Months Fiscal 2024 | | :-------------------- | :------------- | :------------- | :------------------- | :------------------- | | Sales (in millions) | $5,603 | $5,241 | $16,134 | $15,218 | | Sales volume change | (3.1)% | | 0.3% | | | Average sales price change | 10.0% | | 6.3% | | | Operating income (loss) (in millions) | $(494) | $(69) | $(816) | $(310) | | Operating margin | (8.8)% | (1.3)% | (5.1)% | (2.0)% | - Beef sales increased due to higher average sales prices (10.0% in Q3, 6.3% in 9 months), despite decreased sales volume in Q3. Operating loss increased significantly due to compressed margins and a $343 million goodwill impairment charge[175][178] Pork Segment Results This section analyzes the sales, volume, average sales price, and operating income (loss) for the Pork segment | Metric | Q3 Fiscal 2025 | Q3 Fiscal 2024 | 9 Months Fiscal 2025 | 9 Months Fiscal 2024 | | :-------------------- | :------------- | :------------- | :------------------- | :------------------- | | Sales (in millions) | $1,506 | $1,462 | $4,367 | $4,465 | | Sales volume change | 1.5% | | (1.0)% | | | Average sales price change | (1.6)% | | 3.4% | | | Operating income (loss) (in millions) | $36 | $(62) | $(100) | $(24) | | Operating margin | 2.4% | (4.2)% | (2.3)% | (0.5)% | - Pork sales increased in Q3 fiscal 2025 but decreased for the nine months. Operating income improved to $36 million in Q3 fiscal 2025 (from a loss of $62 million), driven by lower operating costs and improved live hog operations, but the nine-month operating loss increased due to compressed margins and a legal contingency accrual[177][179] Chicken Segment Results This section analyzes the sales, volume, average sales price, and operating income for the Chicken segment | Metric | Q3 Fiscal 2025 | Q3 Fiscal 2024 | 9 Months Fiscal 2025 | 9 Months Fiscal 2024 | | :-------------------- | :------------- | :------------- | :------------------- | :------------------- | | Sales (in millions) | $4,220 | $4,076 | $12,426 | $12,174 | | Sales volume change | 2.4% | | 2.3% | | | Average sales price change | 1.1% | | (0.2)% | | | Operating income (in millions) | $367 | $244 | $980 | $579 | | Operating margin | 8.7% | 6.0% | 7.9% | 4.8% | - Chicken sales and operating income increased significantly in both Q3 and the nine months of fiscal 2025, driven by increased domestic production, operational execution, improved volumes, and decreased feed ingredient costs[181][185] Prepared Foods Segment Results This section analyzes the sales, volume, average sales price, and operating income for the Prepared Foods segment | Metric | Q3 Fiscal 2025 | Q3 Fiscal 2024 | 9 Months Fiscal 2025 | 9 Months Fiscal 2024 | | :-------------------- | :------------- | :------------- | :------------------- | :------------------- | | Sales (in millions) | $2,515 | $2,432 | $7,384 | $7,379 | | Sales volume change | (2.3)% | | (2.7)% | | | Average sales price change | 5.7% | | 2.8% | | | Operating income (in millions) | $302 | $203 | $755 | $676 | | Operating margin | 12.0% | 8.3% | 10.2% | 9.2% | - Prepared Foods sales increased due to higher average sales prices, despite decreased sales volume. Operating income increased in both periods, driven by higher average sales prices, improved operational execution, and net gains from the network optimization plan[183][186] International/Other Results This section analyzes the sales and operating income (loss) for the International/Other segment, including foreign operations and corporate overhead | Metric | Q3 Fiscal 2025 | Q3 Fiscal 2024 | 9 Months Fiscal 2025 | 9 Months Fiscal 2024 | | :-------------------------------- | :------------- | :------------- | :------------------- | :------------------- | | Sales (in millions) | $557 | $582 | $1,707 | $1,744 | | Operating income (loss) (in millions) | $49 | $25 | $121 | $(37) | - International/Other sales decreased, but operating income increased significantly in both Q3 and the nine months of fiscal 2025, driven by improved performance, insurance proceeds related to a facility fire, and remuneration from a China plant relocation[184][189] LIQUIDITY AND CAPITAL RESOURCES This section assesses the company's ability to generate and manage cash, detailing cash flows, liquidity position, and capital structure Cash Flows from Operating Activities This section analyzes cash generated or used by the company's primary business operations | Metric | 9 Months Ended June 28, 2025 (in millions) | 9 Months Ended June 29, 2024 (in millions) | | :------------------------------------ | :----------------------------------------- | :----------------------------------------- | | Net income | $449 | $458 | | Non-cash items in net income | $1,362 | $1,250 | | Net cash provided by operating activities | $1,620 | $1,973 | - Cash provided by operating activities decreased by $353 million to $1,620 million for the nine months ended June 28, 2025, primarily due to a $456 million decrease in cash from net changes in operating assets and liabilities, driven by increased inventory and lower changes in other operating assets and liabilities[190] Cash Flows from Investing Activities This section details cash flows related to the acquisition and disposal of long-term assets and investments | Metric | 9 Months Ended June 28, 2025 (in millions) | 9 Months Ended June 29, 2024 (in millions) | | :-------------------------------- | :----------------------------------------- | :----------------------------------------- | | Additions to property, plant and equipment | $(691) | $(884) | | Proceeds from sale of storage facilities | $252 | $0 | | Net cash used for investing activities | $(405) | $(854) | - Net cash used for investing activities decreased by $449 million to $405 million for the nine months ended June 28, 2025, mainly due to lower capital expenditures and $252 million in proceeds from the sale of storage facilities[191][194] - Capital expenditures are expected to be at or below $1 billion for fiscal 2025, focusing on profit improvement, maintenance, and capacity expansion[194] Cash Flows from Financing Activities This section outlines cash flows related to debt, equity, and dividend transactions | Metric | 9 Months Ended June 28, 2025 (in millions) | 9 Months Ended June 29, 2024 (in millions) | | :---------------------------------------- | :----------------------------------------- | :----------------------------------------- | | Proceeds from issuance of debt | $63 | $2,391 | | Payments on debt | $(876) | $(347) | | Dividends | $(524) | $(513) | | Net cash (used for) provided by financing activities | $(1,377) | $883 | - Cash flows from financing activities shifted from a net inflow of $883 million to a net outflow of $1,377 million, primarily due to significantly lower proceeds from debt issuance and higher debt payments, including a $750 million repayment on a term loan[192][195] - Dividends paid increased slightly to $524 million for the nine months ended June 28, 2025, reflecting a 2% increase in the quarterly dividend rate[195] Liquidity This section describes the company's available cash, short-term investments, and credit facilities to meet its short-term obligations | Metric | Amount Available at June 28, 2025 (in millions) | | :-------------------------- | :-------------------------------------------- | | Cash and cash equivalents | $1,547 | | Short-term investments | $1 | | Revolving credit facility | $2,500 | | Total liquidity | $4,048 | - Total liquidity was $4,048 million as of June 28, 2025, comprising cash and cash equivalents, short-term investments, and available capacity under the revolving credit facility[193] - The current ratio decreased to 1.7 to 1 at June 28, 2025, from 2.0 to 1 at September 28, 2024, primarily due to increased current debt[204] Capital Resources This section discusses the company's sources of funding, credit ratings, and compliance with debt covenants - The company's primary sources of liquidity are cash from operations and cash on hand, supplemented by a $2.5 billion revolving credit facility and a $1.75 billion commercial paper program[197][199] - A new $2.5 billion revolving credit facility was entered into in April 2025, maturing in April 2030, with no outstanding borrowings[204] - The company maintains investment-grade credit ratings of 'BBB' from S&P and 'Baa2' from Moody's[200][202] - The company was in compliance with all debt covenants as of June 28, 2025[207] RECENTLY ISSUED/ADOPTED ACCOUNTING PRONOUNCEMENTS This section refers to disclosures regarding new accounting standards and their potential impact on the financial statements - Refer to Note 1 for details on recently issued/adopted accounting pronouncements[208] CRITICAL ACCOUNTING ESTIMATES This section highlights accounting estimates that require significant judgment and could materially affect financial results, such as goodwill impairment - Critical accounting estimates include contingent liabilities, revenue recognition, self-insurance, pension plans, impairment of long-lived assets, goodwill and indefinite life intangibles, business combinations, and income taxes[209] - The Beef reporting unit's goodwill was fully impaired by $343 million in Q3 fiscal 2025 due to lower cattle supply and increased costs, with other reporting units and a Prepared Foods brand still at heightened risk of impairment[210][211][212] CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION FOR THE PURPOSE OF "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 This section provides important warnings about forward-looking statements, outlining factors that could cause actual results to differ materially - This section contains forward-looking statements subject to various factors and uncertainties that could cause actual results to differ materially from expectations, including global pandemics, economic conditions, input costs, market competition, and regulatory changes[213][214] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section details Tyson Foods' exposure to market risks, primarily from changes in commodity prices, interest rates, and foreign exchange rates, and how these risks are managed through derivative financial instruments. It includes sensitivity analyses for hypothetical changes in market prices for commodities and interest rates, and discusses foreign currency exposure and credit risk concentrations Commodities Risk This section discusses the company's exposure to commodity price fluctuations and the use of derivatives to mitigate this risk - The company uses derivative financial instruments (forwards and options) to reduce exposure to changing commodity prices for grains and livestock[218] | Commodity | Effect of 10% change in fair value (June 28, 2025, in millions) | | :---------- | :------------------------------------------------------------ | | Live Cattle | $92 | | Lean Hogs | $25 | | Corn | $14 | | Soybean Meal | $14 | Interest Rate Risk This section analyzes the company's exposure to changes in interest rates on its variable and fixed-rate debt - As of June 28, 2025, the company had $787 million in variable rate debt (6.2% weighted average interest rate); a hypothetical 10% increase in interest rates would increase annualized interest expense by approximately $5 million[220] - Fixed-rate debt totaled $8,278 million (4.8% weighted average interest rate); a hypothetical 10% decrease in interest rates would increase its fair value by approximately $234 million[221] Foreign Currency Risk This section describes the company's exposure to foreign exchange rate fluctuations and the impact on financial results - The company has foreign exchange exposure primarily from receivable and payable balances in currencies such as the Brazilian real, British pound sterling, Canadian dollar, Chinese renminbi, European euro, Malaysian ringgit, Mexican peso, and Thai baht[223] - A hypothetical 10% change in foreign exchange rates would have a $23 million impact on pretax income from foreign exchange forward and option contracts as of June 28, 2025[223] Concentration of Credit Risk This section refers to disclosures regarding the company's credit risk concentrations as detailed in its annual report - Detailed disclosures about concentration of credit risks are provided in the Annual Report on Form 10-K for the fiscal year ended September 28, 2024[224] Item 4. Controls and Procedures This section confirms the effectiveness of Tyson Foods' disclosure controls and procedures as of June 28, 2025, based on an evaluation by management, including the CEO and CFO. It also states that there were no material changes in internal control over financial reporting during the quarter Evaluation of Disclosure Controls and Procedures This section reports on the effectiveness of the company's disclosure controls and procedures as evaluated by management - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of June 28, 2025[225] Changes in Internal Control Over Financial Reporting This section confirms whether any material changes occurred in internal control over financial reporting during the quarter - There were no changes in the company's internal control over financial reporting during the quarter ended June 28, 2025, that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[226] PART II. OTHER INFORMATION This part provides additional information not covered in the financial statements, including legal proceedings, risk factors, and equity security sales Item 1. Legal Proceedings This section provides updates on significant legal proceedings, including antitrust litigations related to broiler chicken, pork, and beef, as well as wage rate litigations. The company has reached various settlements for class claims in these matters and continues to cooperate with government investigations, maintaining accruals for probable losses where estimable Broiler Antitrust Civil Litigation and Related Matters This section details the status of antitrust litigation concerning broiler chicken, including settlements and government investigations - The company settled all class claims in the Broiler Antitrust Civil Litigation for an aggregate of $221.5 million, with final court approval granted. Settlement discussions are ongoing with remaining opt-out plaintiffs[114][115] - Tyson Foods was granted conditional leniency by the DOJ for self-reported matters, avoiding prosecution or criminal fines[116] - Settlements were reached with the Attorneys General of Washington, Alaska, and New Mexico regarding similar allegations[117] - The legal contingency accrual for these matters was $64 million as of June 28, 2025[118] Broiler Chicken Grower Litigation and Investigation This section provides updates on litigation and investigations related to broiler chicken grower contracts - The company settled with the putative class of broiler chicken farmers in June 2021, with final court approval in February 2022, and paid the settlement in fiscal 2022[119] - The DOJ's Antitrust Division opened a civil investigation into broiler chicken grower contracts in October 2022, with the company cooperating but not recording a liability as a loss is not probable[120] Pork Antitrust Litigation This section details the status of antitrust litigation concerning pork, including settlements and accruals - The company reached an agreement in principle with direct purchase class plaintiffs to settle claims for $50 million, with preliminary court approval granted on April 28, 2025[123] - Settlements were reached with the State of Alaska and an agreement in principle with the State of New Mexico for immaterial amounts[122] - The legal contingency accrual for this matter increased by $250 million in Q2 fiscal 2025, totaling $245 million as of June 28, 2025[124] Beef Antitrust Litigation and Related Matters This section provides updates on antitrust litigation and investigations related to the beef industry - A legal contingency accrual of $93 million was recorded in Q2 fiscal 2025 for claims related to the Beef Antitrust Civil Litigation[128] - The company is cooperating with civil investigative demands from the DOJ's Civil Antitrust Division and coordinating with multiple state Attorneys General[127] Wage Rate Litigation and Related Matters This section details the status of wage rate litigations in the poultry and fresh meats sectors, including settlements - The company reached an agreement in principle to settle the Poultry Wage Rate Litigation for $115.5 million, with preliminary court approval granted on February 11, 2025[129] - The Fresh Meats Wage Rate Litigation was settled for $72.5 million, with court approval on January 15, 2025, and payment made in Q2 fiscal 2025[132] Other Matters This section covers other ongoing legal disputes, including a labor dispute in the Philippines and COVID-19 related claims - The company is involved in a long-standing labor dispute in the Philippines, with an immaterial accrual maintained for estimated probable losses[133] - Various claims related to team members contracting COVID-19 in facilities are outstanding, but no liability has been recorded as a loss is not probable[135] Item 1A. Risk Factors This section refers to the comprehensive discussion of business risks and uncertainties detailed in the company's Annual Report on Form 10-K for the fiscal year ended September 28, 2024, and previous Quarterly Reports on Form 10-Q, noting no material changes to these risks - The risks identified in the Annual Report on Form 10-K for fiscal year ended September 28, 2024, and previous Quarterly Reports on Form 10-Q have not changed in any material respect[230] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details the company's Class A common stock repurchase activities during the three months ended June 28, 2025, under its publicly announced share repurchase program and for equity compensation plans | Period | Total Number of Shares Purchased | Average Price Paid per Share | Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs | | :-------------------------------- | :------------------------------- | :--------------------------- | :------------------------------------------------------------- | :-------------------------------------------------------------------------- | | March 30, 2025 - April 26, 2025 | 7,324 | $56.22 | — | 7,301,400 | | April 27, 2025 - May 31, 2025 | 34,182 | $56.77 | — | 7,301,400 | | June 1, 2025 - June 28, 2025 | 434,688 | $55.04 | 418,050 | 6,883,350 | | Total | 476,194 | $55.19 | 418,050 | 6,883,350 | - During the three months ended June 28, 2025, the company repurchased 0.4 million shares under its share repurchase program and 58,144 shares to fund equity compensation plans[238] Item 3. Defaults Upon Senior Securities This section confirms that there were no defaults upon senior securities during the reporting period - None[233] Item 4. Mine Safety Disclosures This section indicates that mine safety disclosures are not applicable to the company's operations - Not Applicable[234] Item 5. Other Information This section confirms that there were no new Director and Officer Trading Arrangements adopted or terminated during the quarter ended June 28, 2025 - None of the company's directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the quarter ended June 28, 2025[235] Item 6. Exhibits This section lists the exhibits filed or furnished with the Form 10-Q, including the Revolving Credit Agreement, CEO and CFO certifications, and Interactive Data Files in iXBRL format - Key exhibits include the Revolving Credit Agreement (Exhibit 10.1), CEO and CFO certifications (Exhibits 31.1, 31.2, 32.1, 32.2), and Interactive Data Files (Exhibit 101, 104)[237][239] SIGNATURES This section contains the signatures of the authorized representatives of Tyson Foods, Inc., certifying the filing of the report - The report is signed by Curt T. Calaway, Chief Financial Officer, and Lori J. Bondar, Senior Vice President and Chief Accounting Officer, on August 4, 2025[243]