☒
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Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the fiscal year ended
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October 3, 2020
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☐
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the transition period from to
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Delaware
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71-0225165
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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2200 West Don Tyson Parkway,
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Springdale,
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Arkansas
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72762-6999
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(Address of principal executive offices)
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(Zip Code)
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(479)
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290-4000
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(Registrant’s telephone number, including area code)
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Title of Each Class
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Trading Symbol
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Name of Each Exchange on Which Registered
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Class A Common Stock
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Par Value
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$0.10
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TSN
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New York Stock Exchange
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Large Accelerated Filer
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☒
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Accelerated Filer
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☐
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Non-Accelerated Filer
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☐
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Smaller Reporting Company
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☐
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Emerging Growth Company
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☐
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Class
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Outstanding Shares
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Class A Common Stock, $0.10 Par Value ("Class A stock")
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294,125,924
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Class B Common Stock, $0.10 Par Value ("Class B stock")
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70,010,355
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TABLE OF CONTENTS
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PAGE
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Item 16.
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•
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identifying target markets for value-added products;
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•
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concentrating production, sales and marketing efforts to appeal to and enhance demand from those markets; and
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•
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utilizing our national distribution systems and customer support services.
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•
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Cobb-Vantress, a chicken breeding stock subsidiary, has business interests in Argentina, Brazil, China, Colombia, the Dominican Republic, India, the Netherlands, New Zealand, Peru, the Philippines, Spain, Turkey, and the United Kingdom.
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•
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Tyson Asia-Pacific, consists of vertically-integrated chicken production operations in Thailand, further-processing operations in Malaysia and a beef production operation in Australia.
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•
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Tyson China-Korea, with locations in China and South Korea, consists of vertically-integrated chicken production and further-processing operations, and a joint venture interest in a non-consolidated chicken processing business.
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•
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Tyson Europe, sells chicken products throughout Europe produced from our other global operations and co-packer arrangements, and has a chicken further processing operation in the Netherlands.
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•
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Vibra Agroindustrial S.A., a joint venture in Brazil in which we have a minority interest, is a vertically-integrated chicken processing business.
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•
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Godrej Tyson Foods, a joint venture in India in which we have a minority interest, is primarily a chicken processing business.
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•
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Tyson Mexico Trading Company, a Mexican subsidiary, sells chicken products primarily from our U.S. operations and co-packer arrangements.
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•
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continued commodity cost volatility, which may add volatility to our costs and expenses;
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•
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additional increase in input cost may not be adequately captured through pricing;
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•
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an increase in consumer demand in our retail channel, such as grocery stores, club stores, and value stores, which has and may continue to strain our supply chain;
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•
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an increase in working capital needs and/or an increase in trade accounts receivable write-offs (and associated reserves) as a result of increased financial pressures on our suppliers or customers who are not able to pay in a timely manner or at all;
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•
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a decrease in demand resulting from restrictions on public gatherings and interactions that limit the opportunity for our customers and consumers to purchase and consume our products;
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•
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adverse changes to the global economy may subject us to risk of material intangible and long-lived asset impairments, adjustments for inventory and market volatility for items subject to fair value measurements such as derivatives and investments;
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•
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a need to preserve liquidity, which could result in a reduction or suspension of our quarterly dividend or delays in implementing or an inability to implement our strategic planning initiatives;
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•
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an inability to access our preferred sources of liquidity, including commercial paper and investment grade credit markets, which could negatively impact our liquidity and financial condition;
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•
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a credit rating downgrade of our corporate debt and an increase in the cost or the difficulty to obtain debt or equity financing, or to refinance our debt in the future, could affect our financial condition or our ability to fund operations or future investment opportunities;
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•
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an inability to effectively implement our marketing and advertising activities to reflect changing consumer shopping habits due to, among other things, reduced in-person shopping and travel restrictions;
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•
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a shift in consumer spending as a result of an economic downturn, which could result in consumers moving to private label or lower price products;
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•
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litigation; and
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•
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a continued decrease in demand at restaurants or other away from home dining, which adversely affects our foodservice business.
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•
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imposition of tariffs, quotas, trade barriers and other trade protection measures imposed by foreign countries regarding the importation of beef, pork, poultry, and prepared foods products, in addition to import or export licensing requirements imposed by various foreign countries;
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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;
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•
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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 Japanese yen, the Thai baht, the Malaysian ringgit and the Mexican peso;
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•
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political and economic conditions;
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difficulties and costs to comply with, and enforcement of remedies under, a wide variety of complex domestic and international laws, treaties and regulations, including, without limitation, the United States Foreign Corrupt Practices Act and economic and trade sanctions enforced by the United States Department of the Treasury’s Office of Foreign Assets Control;
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different regulatory structures and unexpected changes in regulatory environments;
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tax rates that may exceed those in the United States and earnings that may be subject to withholding requirements and incremental taxes upon repatriation;
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potentially negative consequences from changes in tax laws; and
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distribution costs, disruptions in shipping or reduced availability of freight transportation.
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challenges in realizing the anticipated benefits of the transaction;
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difficulty integrating acquired businesses, technologies, operations and personnel with our existing business;
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diversion of management attention in connection with negotiating transactions and integrating the businesses acquired;
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difficulty identifying suitable candidates;
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consummating a transaction on terms that are favorable to us;
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challenges in retaining the acquired businesses' customers and key team members;
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inability to implement and maintain consistent standards, controls, procedures and information systems;
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•
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exposure to unforeseen or undisclosed liabilities of acquired companies; and
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the availability and terms of additional debt or equity financing for any transaction.
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it may limit or impair our ability to obtain financing in the future;
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our credit ratings (or any decrease to our credit ratings) could restrict or impede our ability to access capital markets at desired interest rates and increase our borrowing costs;
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it may reduce our flexibility to respond to changing business and economic conditions or to take advantage of business opportunities that may arise;
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a portion of our cash flow from operations must be dedicated to interest payments on our indebtedness and is not available for other purposes; and
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it may restrict our ability to pay dividends.
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make it more difficult or costly for us to obtain financing for our operations or investments or to refinance our debt in the future;
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cause our lenders to depart from prior credit industry practice and make more difficult or expensive the granting of any amendment of, or waivers under, our credit agreements to the extent we may seek them in the future;
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impair the financial condition of some of our customers and suppliers, thereby increasing customer bad debts or non-performance by suppliers;
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negatively impact global demand for protein products, which could result in a reduction of sales, operating income and cash flows;
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decrease the value of our investments in equity and debt securities, including our marketable debt securities, company-owned life insurance and pension and other postretirement plan assets;
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negatively impact our commodity purchasing activities if we are required to record losses related to derivative financial instruments; or
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•
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impair the financial viability of our insurers.
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Number of Facilities(1)
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Owned
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Leased
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Total
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Capacity(2)
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Average Capacity Utilization
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Beef Segment Production Facilities
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12
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—
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12
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155,000 head
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77
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%
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Pork Segment Production Facilities
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7
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—
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7
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461,000 head
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90
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%
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Chicken Segment Operation Facilities
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177
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8
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185
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45 million head
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84
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%
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Prepared Foods Operation Facilities
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35
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—
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35
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74 million pounds
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81
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%
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(1)
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Certain facilities produce products that are reported in multiple segments. For presentation purposes, facilities are reflected in the segment that had the majority of the facility’s production. Additionally, livestock grower farms are excluded.
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(2)
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Capacity per week is based on the following: Beef and Pork (six day week) and Chicken and Prepared Foods (five day week). Average capacity utilization is based on capacity available throughout the year.
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Name
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Title
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Age
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Year Elected
Executive Officer
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John H. Tyson
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Chairman of the Board of Directors
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67
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2011
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Noel White
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Executive Vice Chairman of the Board of Directors
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62
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2009
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Dean Banks
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President and Chief Executive Officer
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47
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2020
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Stewart Glendinning
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Executive Vice President and Chief Financial Officer
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55
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2017
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Donnie King
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Group President Poultry
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58
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2019
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Chris Langholz
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President International
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57
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2020
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Noelle O'Mara
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Group President Prepared Foods
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41
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2019
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Doug Ramsey
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President Global McDonald's Business
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51
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2017
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Scott Rouse
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Executive Vice President and Chief Customer Officer
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57
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2017
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Johanna Söderström
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Executive Vice President and Chief Human Resources Officer
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49
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2020
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Scott Spradley
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Executive Vice President and Chief Technology Officer
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55
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2017
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Stephen Stouffer
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Group President Fresh Meats
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60
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2013
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Phillip Thomas
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Vice President, Controller and Chief Accounting Officer
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45
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2020
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Amy Tu
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Executive Vice President and General Counsel
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53
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2017
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John R. Tyson
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Chief Sustainability Officer
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30
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2019
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Justin Whitmore
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Executive Vice President Alternative Proteins
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38
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2017
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Period
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Total
Number of
Shares
Purchased
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Average
Price Paid
per Share
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Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs (3)
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Maximum Number of
Shares that May Yet Be
Purchased Under the Plans
or Programs (1)
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Jun. 28, 2020 to July 25, 2020
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36,636
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$
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59.14
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—
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18,851,028
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Jul. 26, 2020 to Aug. 29, 2020
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56,130
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|
|
62.75
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—
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18,851,028
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Aug. 30, 2020 to Oct. 3, 2020
|
31,214
|
|
|
62.78
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—
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18,851,028
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Total
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123,980
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(2)
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$
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61.69
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—
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18,851,028
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(1)
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On February 7, 2003, we announced 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. 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.
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(2)
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We purchased 123,980 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. These transactions included 121,048 shares purchased in open market transactions and 2,932 shares withheld to cover required tax withholdings on the vesting of restricted stock.
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(3)
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Shares purchased during the period pursuant to our previously announced stock repurchase program.
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Fiscal Years Ended
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||||||||||||||||||||||
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10/3/15
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10/1/16
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9/30/17
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9/29/18
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9/28/19
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10/3/20
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||||||
Tyson Foods, Inc.
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$
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100.00
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|
$
|
169.83
|
|
|
$
|
162.63
|
|
|
$
|
139.76
|
|
|
$
|
204.38
|
|
|
$
|
145.76
|
|
S&P 500 Index
|
100.00
|
|
|
115.43
|
|
|
136.92
|
|
|
161.43
|
|
|
166.51
|
|
|
191.87
|
|
||||||
Peer Group
|
100.00
|
|
|
113.16
|
|
|
112.81
|
|
|
114.29
|
|
|
133.93
|
|
|
137.65
|
|
in millions, except per share, percentage and ratio data
|
|
||||||||||||||||||
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
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|
2016
|
|
|||||
Summary of Operations
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||||||||||
Sales
|
$
|
43,185
|
|
|
$
|
42,405
|
|
|
$
|
40,052
|
|
|
$
|
38,260
|
|
|
$
|
36,881
|
|
Operating income
|
3,114
|
|
|
2,827
|
|
|
3,032
|
|
|
2,921
|
|
|
2,805
|
|
|||||
Net interest expense
|
475
|
|
|
451
|
|
|
343
|
|
|
272
|
|
|
243
|
|
|||||
Net income
|
2,150
|
|
|
2,035
|
|
|
3,027
|
|
|
1,778
|
|
|
1,772
|
|
|||||
Net income attributable to Tyson
|
2,140
|
|
|
2,022
|
|
|
3,024
|
|
|
1,774
|
|
|
1,768
|
|
|||||
Diluted net income per share attributable to Tyson:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
5.86
|
|
|
5.52
|
|
|
8.19
|
|
|
4.79
|
|
|
4.53
|
|
|||||
Dividends declared per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Class A
|
1.725
|
|
|
1.575
|
|
|
1.275
|
|
|
0.975
|
|
|
0.650
|
|
|||||
Class B
|
1.553
|
|
|
1.418
|
|
|
1.148
|
|
|
0.878
|
|
|
0.585
|
|
|||||
Balance Sheet Data
|
|
|
|
|
|
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|
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|
||||||||||
Cash and cash equivalents
|
$
|
1,420
|
|
|
$
|
484
|
|
|
$
|
270
|
|
|
$
|
318
|
|
|
$
|
349
|
|
Total assets
|
34,741
|
|
|
33,097
|
|
|
29,109
|
|
|
28,066
|
|
|
22,373
|
|
|||||
Total gross debt
|
11,339
|
|
|
11,932
|
|
|
9,873
|
|
|
10,203
|
|
|
6,279
|
|
|||||
Shareholders’ equity
|
15,597
|
|
|
14,226
|
|
|
12,811
|
|
|
10,559
|
|
|
9,624
|
|
|||||
Other Key Financial Measures
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
$
|
1,192
|
|
|
$
|
1,098
|
|
|
$
|
943
|
|
|
$
|
761
|
|
|
$
|
705
|
|
Capital expenditures
|
1,199
|
|
|
1,259
|
|
|
1,200
|
|
|
1,069
|
|
|
695
|
|
|||||
EBITDA
|
4,423
|
|
|
3,968
|
|
|
4,021
|
|
|
3,648
|
|
|
3,538
|
|
|||||
Return on invested capital
|
12.2
|
%
|
|
11.8
|
%
|
|
14.1
|
%
|
|
16.2
|
%
|
|
17.9
|
%
|
|||||
Effective tax rate
|
22.4
|
%
|
|
16.3
|
%
|
|
(10.3
|
)%
|
|
32.3
|
%
|
|
31.8
|
%
|
|||||
Total debt to capitalization
|
42.1
|
%
|
|
45.6
|
%
|
|
43.5
|
%
|
|
49.1
|
%
|
|
39.5
|
%
|
|||||
Book value per share
|
$
|
42.83
|
|
|
$
|
38.95
|
|
|
$
|
35.09
|
|
|
$
|
28.72
|
|
|
$
|
25.67
|
|
a.
|
Fiscal 2020 net income included $116 million pretax gain from pension plan terminations, $75 million pretax restructuring and related charges and $65 million pretax income related to our accounting cycle resulting in a 53-week year in fiscal 2020. Additionally, in fiscal 2020, we adopted new guidance for leasing arrangements using the optional transition method, where prior periods were not restated. For further description, refer to Part II, Item 8, Notes to the Consolidated Financial Statements, Note 2: Changes in Accounting Principles.
|
b.
|
Fiscal 2019 net income included $105 million post tax income related to the recognition of previously unrecognized tax benefit, $55 million pretax gain on sale of an investment, $37 million pretax Keystone Foods purchase accounting and acquisition related costs, $41 million pretax impairment charge related to the planned divestiture of a business, $31 million pretax Beef production facility fire costs, $15 million pretax pension plan termination charge and $41 million pretax restructuring and related charges. Additionally, in fiscal 2019, we adopted accounting guidance related to net periodic pension and postretirement benefits. Accordingly, we retrospectively reduced prior periods operating income.
|
c.
|
Fiscal 2018 net income included $1,003 million post-tax recognition of tax benefit from remeasurement of net deferred tax liabilities at lower enacted tax rates, $109 million pretax one-time cash bonus to our hourly frontline team members, $68 million pretax impairment charge net of a realized gain related to the divestiture of non-protein businesses and $59 million pretax restructuring and related charges.
|
d.
|
Fiscal 2017 net income included $103 million pretax expense of AdvancePierre purchase accounting and acquisition related costs, pretax impairment charges of $52 million related to our San Diego Prepared Foods operation, $45 million related to the expected sale of a non-protein business and pretax restructuring and related charges of $150 million.
|
e.
|
Fiscal 2016 net income included $53 million post tax related to the recognition of previously unrecognized tax benefits and audit settlements. In fiscal 2016, we adopted new accounting guidance, retrospectively, requiring classification of debt issuance costs as a reduction of the carrying value of the debt. In doing so, $29 million of deferred issuance costs were reclassified from Other Assets to Long-Term Debt in our Consolidated Balance Sheets for fiscal 2016. This change is reflected above in total assets, total debt, total debt to capitalization and return on invested capital ratios.
|
f.
|
Return on invested capital is calculated by dividing operating income by the sum of the average of beginning and ending total debt and shareholders’ equity less cash and cash equivalents.
|
g.
|
For the total debt to capitalization calculation, capitalization is defined as total debt plus total shareholders’ equity.
|
h.
|
Book value per share is calculated by dividing shareholders’ equity by the sum of Class A and B shares outstanding and for fiscal 2016, the remaining minimum shares that were to be issued from our tangible equity units each period.
|
i.
|
"EBITDA" is a Non-GAAP measure and defined as net income less interest income, plus interest, taxes, depreciation and amortization. A reconciliation of net income to EBITDA immediately follows.
|
in millions, except ratio data
|
|
||||||||||||||||||
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
2,150
|
|
|
$
|
2,035
|
|
|
$
|
3,027
|
|
|
$
|
1,778
|
|
|
$
|
1,772
|
|
Less: Interest income
|
(10
|
)
|
|
(11
|
)
|
|
(7
|
)
|
|
(7
|
)
|
|
(6
|
)
|
|||||
Add: Interest expense
|
485
|
|
|
462
|
|
|
350
|
|
|
279
|
|
|
249
|
|
|||||
Add: Income tax expense (benefit)
|
620
|
|
|
396
|
|
|
(282
|
)
|
|
850
|
|
|
826
|
|
|||||
Add: Depreciation
|
900
|
|
|
819
|
|
|
723
|
|
|
642
|
|
|
617
|
|
|||||
Add: Amortization (a)
|
278
|
|
|
267
|
|
|
210
|
|
|
106
|
|
|
80
|
|
|||||
EBITDA
|
$
|
4,423
|
|
|
$
|
3,968
|
|
|
$
|
4,021
|
|
|
$
|
3,648
|
|
|
$
|
3,538
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total gross debt
|
$
|
11,339
|
|
|
$
|
11,932
|
|
|
$
|
9,873
|
|
|
$
|
10,203
|
|
|
$
|
6,279
|
|
Less: Cash and cash equivalents
|
(1,420
|
)
|
|
(484
|
)
|
|
(270
|
)
|
|
(318
|
)
|
|
(349
|
)
|
|||||
Less: Short-term investments
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
(3
|
)
|
|
(4
|
)
|
|||||
Total net debt
|
$
|
9,919
|
|
|
$
|
11,447
|
|
|
$
|
9,602
|
|
|
$
|
9,882
|
|
|
$
|
5,926
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio Calculations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross debt/EBITDA
|
2.6x
|
|
|
3.0x
|
|
|
2.5x
|
|
|
2.8x
|
|
|
1.8x
|
|
|||||
Net debt/EBITDA
|
2.2x
|
|
|
2.9x
|
|
|
2.4x
|
|
|
2.7x
|
|
|
1.7x
|
|
(a)
|
Excludes the amortization of debt issuance and debt discount expense of $14 million, $12 million, $10 million, $13 million and $8 million for fiscal 2020, 2019, 2018, 2017 and 2016, respectively, as it is included in Interest expense.
|
•
|
Team Members – The health and safety of our team members is our top priority. To protect our team members, we have implemented and will continue to implement safety measures recommended by the Centers for Disease Control and Prevention ("CDC") and the Occupational Safety and Health Administration ("OSHA") in our facilities and coordinate with other health officials as appropriate, including, but not limited to, checking the temperature of team members as they enter company facilities, restricting visitor access, increasing efforts to deep clean and sanitize facilities, requiring the use of protective face coverings and making protective face coverings and other protective equipment available to team members and encouraging team members who feel sick to stay at home through relaxed attendance policies and enhanced benefits. We implemented additional ways to promote social distancing in our production facilities by creating additional breakroom space and allowing extra time between shifts to reduce interaction of team members, as well as erecting dividers between workstations or increasing the space between workers on the production floor. For office-based team members, we have encouraged team members capable of working from home to do so, and are prioritizing team member safety as we begin to reintegrate into our offices over time. We paid $1,000 bonuses to approximately 106,000 domestic frontline team members who support the Company’s operations during the pandemic. Additionally, we experienced positive COVID-19 cases and worker absenteeism throughout our production network during the back half of fiscal 2020, which led to some temporary idling of production facilities. We are currently compensating our team members for sick time and COVID-19 related idling or shift cancellations.
|
•
|
Customers and Production – Our most significant impacts from COVID-19 relate to channel shifts and lower production. We are committed to doing our best to ensure the continuity of our business and the availability of our products to customers. We have seen a shift in demand from our foodservice to our retail sales channels as schools and in-dining restaurants remain closed or continue to operate at reduced capacity across the country. Our production capabilities, including our large scale and geographic proximities, allow us to adapt some of our facilities to the changing demand by shifting certain amounts of production from foodservice to retail. Not all of our facilities can be adapted and as a result we experienced a net negative impact to our volumes. In addition, our production facilities experienced varying levels of production impacts, including reduced volumes, due to the implementation of additional worker health precautions, worker absenteeism and temporary COVID-19 related idling at some of our production facilities. Additionally, we temporarily idled certain facilities, shifts, and/ or lines that service the foodservice channel as we balanced the shifting demand between foodservice and retail sales channels. On April 28, 2020, the President issued an Executive Order stating the importance of the continued operation of meat and poultry processing facilities and directing the Secretary of Agriculture to issue rules and orders to ensure the continued supply of meat and poultry, consistent with the guidance for the operations of meat and poultry processing facilities jointly issued by the CDC and OSHA. This order provides clarity on what standards should apply at our meat and poultry processing facilities and we anticipate continuing to work with the United States Department of Agriculture ("USDA") and other government officials in our efforts to ensure that we are able to operate our facilities safely.
|
•
|
Supply Chain – Our supply chain has stayed largely intact as we have built contingency plans for redundant supply for our production facilities as well as our external suppliers. We have been able to leverage our extensive distribution network and large private transportation fleet to help mitigate the impacts of COVID-19. We have experienced and expect to continue to experience volatility in commodity inputs, which has impacted our input costs, in part due to impacts caused by COVID-19. Production facility downtime in the back half of fiscal 2020 impacted all our segments' supply chains. Our Prepared Foods segment depends on adequate supplies of raw materials necessary for its production. High levels of industry pork facility idling during the back half of fiscal 2020 impacted the availability of certain raw materials which temporarily limited production capability and increased formulation costs of various Prepared Foods products. Additionally, our Chicken segment had to divert some of its live production to rendering and suboptimal product mixes, while our Beef and Pork segments had to delay deliveries of live cattle and hogs and also dealt with the impact of heavier harvest weights. Since we also export globally, container availability and port capacities have been among the challenges in meeting the global demand for our products.
|
•
|
Insurance and CARES Act – Although we maintain insurance policies for various risks, we do not believe most COVID-19 impacts will be covered by our policies. On March 27, 2020, the President signed into law the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferral of the employer portion of social security payments, and a number of income tax provisions. The provisions related to income tax will not have a significant impact on our financial statements. We began implementing the deferral of the employer portion of social security payments in the back half of the fiscal year, which had a favorable impact on liquidity. This resulted in the deferral of approximately $185 million of payroll taxes in fiscal 2020. We recognized a benefit of approximately $30 million related to the refundable payroll tax credit provision.
|
•
|
Liquidity – We generated approximately $3.9 billion of operating cash flows during fiscal 2020. At October 3, 2020, we had $3.2 billion of liquidity, which included availability under our revolving credit facility and $1,420 million of cash and cash equivalents. We have $548 million of current debt. Combined with the cash expected to be generated from the Company’s operations, we anticipate that we will maintain sufficient liquidity to operate our business, make capital expenditures, pay dividends and address other needs including our ability to meet maturing debt obligations. However, we will continue to monitor the impact of COVID-19 on our liquidity and, if necessary, take action to preserve liquidity and ensure that our business can operate during these uncertain times. This may include temporarily suspending share repurchases, suspending or reducing dividend payments or other cash preservation actions as necessary.
|
•
|
Overall Financial Condition – We continue to proactively manage the Company and its operations through the pandemic. The major challenge we face is the availability of team members to operate our production facilities as our production facilities are experiencing varying levels of absenteeism. We will continue to operate our production facilities with team member health and safety as a top priority. The COVID-19-related slowdowns and temporary idling drive higher labor and production costs, which we expect to continue until the return of more normal conditions. However, some of the higher labor and other costs may become more permanent in nature. We also experienced COVID-19-related demand shifts away from foodservice and into retail, and we responded to the demand shifts by adjusting parts of our production capacity accordingly. Despite adjusting parts of our operational footprint, higher retail volumes did not fully offset the reduced volumes in foodservice. Additionally, the price and mix of these volume shifts resulted in lower margin realization for portions of the year in our Prepared Foods and Chicken segments. Further, idling of pork facilities could have downstream impacts on the availability of raw material for parts of our Prepared Foods business, which could subsequently impact its ability to produce at normal levels. Consequently, the challenges created by absenteeism and our proactive, temporary idling of production facilities due to COVID-19, adversely affects our operating costs and reduces what would otherwise be a stronger margin environment. However, we cannot predict the ultimate impact that COVID-19 will have on our short- and long-term demand at this time, as it will depend on, among other things, the severity and duration of the COVID-19 pandemic. Our liquidity is expected to be adequate to continue to run our operations and meet our obligations as they become due.
|
•
|
Beef – 10.7%
|
•
|
Pork – 11.0%
|
•
|
Chicken – 0.9%
|
•
|
Prepared Foods – 8.7%
|
•
|
During fiscal 2019, we acquired two businesses for a total of approximately $2.5 billion, net of cash acquired. These businesses included the Thai and European operations, which consist of vertically integrated chicken and further-processing operations, and Keystone Foods, a major supplier to the growing global foodservice industry. They were acquired in furtherance of our growth strategy and expansion of our value-added protein capabilities in domestic and global markets. For further description refer to Part II, Item 8, Notes to the Consolidated Financial Statements, Note 3: Acquisitions and Dispositions.
|
•
|
In the first quarter of fiscal 2020, the Company approved a restructuring program (the "2020 Program"), which is expected to contribute to the Company’s overall strategy of financial fitness through the elimination of overhead and consolidation of certain enterprise functions. In the fourth quarter of fiscal 2020, the Company extended the 2020 Program as it identified additional opportunities to eliminate overhead by optimizing organizational structures and other activities. As a result of this restructuring program, we expect to realize savings of approximately $140 million and $160 million in fiscal 2021 and fiscal 2022, respectively. We have recognized $60 million of cumulative pretax charges in fiscal 2020 associated with the 2020 Program consisting of severance and employee related costs. As part of the 2020 Program, we are eliminating positions across several areas and job levels, with eliminated positions originating from the corporate offices in Springdale, Arkansas and Chicago, Illinois, as well as certain production facility and supply chain administrative positions. The majority of the positions have already been or are expected to be eliminated by the end of fiscal 2021. For further description refer to Part II, Item 8, Notes to the Consolidated Financial Statements, Note 7: Restructuring and Related Charges.
|
in millions, except per share data
|
|
||||||
|
2020
|
|
|
2019
|
|
||
Net income attributable to Tyson
|
$
|
2,140
|
|
|
$
|
2,022
|
|
Net income attributable to Tyson - per diluted share
|
5.86
|
|
|
5.52
|
|
•
|
$75 million pretax, or ($0.16) per diluted share, of restructuring and related charges.
|
•
|
$65 million pretax, or $0.14 per diluted share, related to the additional week in fiscal 2020.
|
•
|
$116 million pretax, or $0.24 per diluted share, due to gain from pension plan terminations.
|
•
|
$37 million pretax, or ($0.08) per diluted share, of Keystone Foods purchase accounting and acquisition related costs, which included an $11 million purchase accounting adjustment for the amortization of the fair value step-up of inventory and $26 million of acquisition related costs.
|
•
|
$41 million pretax, or ($0.08) per diluted share, of restructuring and related charges.
|
•
|
$55 million pretax, or $0.11 per diluted share, from gain on sale of an investment.
|
•
|
$105 million post tax, or $0.29 per diluted share, from recognition of previously unrecognized tax benefit.
|
•
|
$31 million pretax, or ($0.06) per diluted share, of Beef production facility fire costs.
|
•
|
$41 million pretax, or ($0.09) per diluted share, from an impairment associated with the planned divestiture of a business.
|
•
|
$15 million pretax, or ($0.03) per diluted share, due to a pension plan termination charge.
|
Sales
|
in millions
|
|
|||||||||
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
Sales
|
$
|
43,185
|
|
|
$
|
42,405
|
|
|
$
|
40,052
|
|
Change in sales volume
|
0.7
|
%
|
|
8.8
|
%
|
|
|
||||
Change in average sales price
|
1.1
|
%
|
|
(3.0
|
)%
|
|
|
||||
Sales growth
|
1.8
|
%
|
|
5.9
|
%
|
|
|
•
|
Sales Volume – Sales were positively impacted by an increase in sales volume, which accounted for an increase of $278 million primarily due to incremental volumes from business acquisitions as well as the impact of an additional week in fiscal 2020, partially offset by decreased volumes in each of our segments in fiscal 2020 due to lower production throughput associated with the impact of COVID-19.
|
•
|
Average Sales Price – Sales were positively impacted by higher average sales prices, which accounted for an increase of $502 million. The increase in average sales price was primarily attributable to favorable product mix related to robust demand in the retail channel across all of our segments and beef and pork demand remaining strong amid supply disruptions related to COVID-19, partially offset by approximately $45 million of incremental discounted sales in the Prepared Foods segment.
|
•
|
Sales Volume – Sales were positively impacted by an increase in sales volume, which accounted for an increase of $3,539 million primarily driven by incremental volumes from business acquisitions which impacted the Chicken segment and International/Other, partially offset by business divestitures in fiscal 2018 in our Prepared Foods segment.
|
•
|
Average Sales Price – Sales were negatively impacted by lower average sales prices, which accounted for a decrease of $1,186 million. The Chicken segment had a decrease in average sales price as a result of decreased pricing associated with product mix changes from fiscal 2018 acquisitions, partially offset by an increase in average sales price in the Beef and Prepared Foods segments attributable to strong demand and sales in the Beef segment and a more favorable product mix and higher raw material costs in our Prepared Foods segment.
|
•
|
The above amounts include a net increase of $2,209 million related to the impact of results from acquisitions and divestitures.
|
•
|
Cost of sales increased $418 million. This included a net increase of $667 million primarily related to the impact of results from acquisitions and divestitures.
|
•
|
For the remaining $249 million decrease, higher input cost per pound increased cost of sales $393 million, offset by lower sales volume, which decreased cost of sales $642 million.
|
•
|
The $393 million impact of higher input cost per pound was impacted by:
|
•
|
Increase across all of our segments primarily driven by net impacts on average cost per pound from mix changes as well as production inefficiencies due in part to the impact of COVID-19 in fiscal 2020.
|
•
|
Increase of approximately $500 million of direct incremental expenses related to COVID-19.
|
•
|
Increase of approximately $80 million in our Chicken segment related to net increases in feed ingredient costs, growout expenses and outside meat purchases.
|
•
|
Increase in raw material and other input costs of approximately $90 million as well as an increase in inventory write downs of approximately $15 million in our Prepared Foods segment.
|
•
|
Increase in incentive-based compensation of approximately $70 million.
|
•
|
Decrease in live cattle costs of approximately $530 million in our Beef segment.
|
•
|
Decrease in live hog costs of approximately $255 million in our Pork segment.
|
•
|
The $642 million impact of lower sales volume, excluding the impact of acquisitions, was primarily driven by decreased sales volume in each of our segments due to lower production throughput associated with the impact of COVID-19 in the back half of fiscal 2020 as well as a reduction in live cattle processing capacity from the temporary closure of a production facility in the first quarter of fiscal 2020 as a result of a fire, partially offset by the impact of the additional week in fiscal 2020.
|
•
|
Cost of sales increased $2,427 million. This included a net increase of $2,120 million primarily related to the impact of results from acquisitions and divestitures.
|
•
|
For the remaining $307 million increase, higher input cost per pound increased cost of sales $445 million, offset by lower sales volume, which decreased cost of sales $138 million.
|
•
|
The $445 million impact of higher input cost per pound was impacted by:
|
•
|
Increase in live cattle costs of approximately $110 million in our Beef segment.
|
•
|
Increase in live hog costs of approximately $100 million in our Pork segment.
|
•
|
Increase in raw material and other input costs of approximately $60 million in our Prepared Foods segment.
|
•
|
Increase in freight costs of approximately $20 million.
|
•
|
Increase due to $31 million of incremental costs associated with a fire at one of our Beef production facilities.
|
•
|
Decrease due to one-time cash bonus to front line team members of $108 million in fiscal 2018.
|
•
|
Decrease due to impairment charges of $101 million associated with the divestiture of a non-protein business in fiscal 2018, partially offset by a $41 million impairment related to the planned divestiture of a business in fiscal 2019 and a $33 million gain related to a sale of a non-protein business in fiscal 2018.
|
•
|
Decrease due to net derivative gains of $26 million for fiscal 2019, compared to net derivative losses of $33 million for fiscal 2018 due to our risk management activities. These amounts exclude offsetting impacts from related physical purchase transactions, which are included in the change in live cattle and hog costs and raw material and feed ingredient costs described herein.
|
•
|
Remaining net change across all of our segments was primarily driven by increased operating costs and impacts on average input cost per pound from mix changes.
|
•
|
The $138 million impact of lower sales volume, excluding the impact of acquisitions and divestitures, was driven by a decrease in sales volume in our Chicken segment.
|
Selling, General and Administrative
|
in millions
|
|
|||||||||
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
Selling, general and administrative
|
$
|
2,270
|
|
|
$
|
2,195
|
|
|
$
|
2,064
|
|
As a percentage of sales
|
5.3
|
%
|
|
5.2
|
%
|
|
|
•
|
Increase of $75 million in selling, general and administrative was primarily driven by:
|
•
|
Increase of $83 million in employee costs primarily from incentive-based compensation and the impact of the extra week in fiscal 2020.
|
•
|
Increase of $56 million from fiscal 2019 acquisitions not owned by us for all of fiscal 2019.
|
•
|
Increase of $40 million from direct incremental expenses associated with COVID-19.
|
•
|
Increase of $35 million from technology related costs.
|
•
|
Decrease of $55 million in professional fees and merger and integration costs.
|
•
|
Decrease of $49 million in marketing, advertising and promotion expenses.
|
•
|
Decrease of $26 million in travel and entertainment expenses.
|
•
|
Increase of $131 million in selling, general and administrative was primarily driven by:
|
•
|
Increase of $87 million related to the Keystone Foods acquisition.
|
•
|
Increase of $26 million in team member costs primarily from incentive-based compensation.
|
•
|
Increase of $18 million from technology related costs.
|
•
|
Increase of $16 million in marketing, advertising, and promotion expenses.
|
•
|
Decrease of $18 million from restructuring and related charges.
|
Interest Expense
|
in millions
|
|
|||||
|
2020
|
|
|
2019
|
|
||
Cash interest expense
|
$
|
497
|
|
|
$
|
476
|
|
Non-cash interest (expense) income
|
(12
|
)
|
|
(14
|
)
|
||
Total Interest Expense
|
$
|
485
|
|
|
$
|
462
|
|
•
|
Cash interest expense primarily included interest expense related to our senior notes, term loans and commercial paper, in addition to commitment fees incurred on our revolving credit facility. The increase in cash interest expense in fiscal 2020 was primarily due to debt issued in fiscal 2019 in connection with business acquisitions and higher interest rates, partially offset by term loans extinguished in fiscal 2020.
|
•
|
Non-cash interest expense primarily included interest capitalized, partially offset by the amortization of debt issuance costs and discounts/premiums on note issuances.
|
Other (Income) Expense, net
|
in millions
|
|
|||||
|
2020
|
|
|
2019
|
|
||
|
$
|
(131
|
)
|
|
$
|
(55
|
)
|
Effective Tax Rate
|
|
||||
|
2020
|
|
|
2019
|
|
|
22.4
|
%
|
|
16.3
|
%
|
|
|
|
|
|
|
|
|
|
in millions
|
|
|||||||||||||
|
Sales
|
|
Operating Income (Loss)
|
||||||||||||||||||||
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
||||||
Beef
|
$
|
15,742
|
|
|
$
|
15,828
|
|
|
$
|
15,473
|
|
|
$
|
1,686
|
|
|
$
|
1,107
|
|
|
$
|
1,013
|
|
Pork
|
5,128
|
|
|
4,932
|
|
|
4,879
|
|
|
565
|
|
|
263
|
|
|
361
|
|
||||||
Chicken
|
13,234
|
|
|
13,300
|
|
|
12,044
|
|
|
122
|
|
|
621
|
|
|
866
|
|
||||||
Prepared Foods
|
8,532
|
|
|
8,418
|
|
|
8,668
|
|
|
743
|
|
|
843
|
|
|
845
|
|
||||||
International/Other
|
1,856
|
|
|
1,289
|
|
|
305
|
|
|
(2
|
)
|
|
(7
|
)
|
|
(53
|
)
|
||||||
Intersegment Sales
|
(1,307
|
)
|
|
(1,362
|
)
|
|
(1,317
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
43,185
|
|
|
$
|
42,405
|
|
|
$
|
40,052
|
|
|
$
|
3,114
|
|
|
$
|
2,827
|
|
|
$
|
3,032
|
|
Beef Segment Results
|
|
|
|
|
|
|
|
|
in millions
|
|
|||||||||
|
2020
|
|
|
2019
|
|
|
Change 2020 vs. 2019
|
|
|
2018
|
|
|
Change 2019
vs. 2018 |
|
|||||
Sales
|
$
|
15,742
|
|
|
$
|
15,828
|
|
|
$
|
(86
|
)
|
|
$
|
15,473
|
|
|
$
|
355
|
|
Sales Volume Change
|
|
|
|
|
(4.5
|
)%
|
|
|
|
(0.1
|
)%
|
||||||||
Average Sales Price Change
|
|
|
|
|
4.0
|
%
|
|
|
|
2.4
|
%
|
||||||||
Operating Income
|
$
|
1,686
|
|
|
$
|
1,107
|
|
|
$
|
579
|
|
|
$
|
1,013
|
|
|
$
|
94
|
|
Operating Margin
|
10.7
|
%
|
|
7.0
|
%
|
|
|
|
6.5
|
%
|
|
|
•
|
Sales Volume – Sales volume decreased primarily due to lower production throughput associated with the impact of COVID-19 during portions of fiscal 2020 and a reduction in live cattle harvest capacity as a result of a fire that caused the temporary closure of a production facility for the majority of the first quarter of fiscal 2020, partially offset by the impact of an additional week in fiscal 2020.
|
•
|
Average Sales Price – Average sales price increased as beef demand remained strong amid supply disruptions related to the impact of COVID-19.
|
•
|
Operating Income – Operating income increased primarily due to market conditions, including COVID-19 disruptions, which increased the spread between preexisting contractual agreements and the cost of fed cattle, partially offset by price reductions offered to customers, as well as production inefficiencies and direct incremental expenses related to COVID-19.
|
•
|
Sales Volume – Sales volume decreased due to a reduction in live cattle processing capacity from the temporary closure of a production facility as a result of a fire.
|
•
|
Average Sales Price – Average sales price increased as demand for our beef products remained strong.
|
•
|
Operating Income – Operating income increased as we continued to maximize our revenues relative to live fed cattle costs, partially offset by increased operating costs and $31 million of net incremental costs from the production facility fire.
|
Pork Segment Results
|
|
|
|
|
|
|
|
|
in millions
|
|
|||||||||
|
2020
|
|
|
2019
|
|
|
Change 2020 vs. 2019
|
|
|
2018
|
|
|
Change 2019
vs. 2018 |
|
|||||
Sales
|
$
|
5,128
|
|
|
$
|
4,932
|
|
|
$
|
196
|
|
|
$
|
4,879
|
|
|
$
|
53
|
|
Sales Volume Change
|
|
|
|
|
1.8
|
%
|
|
|
|
0.8
|
%
|
||||||||
Average Sales Price Change
|
|
|
|
|
2.2
|
%
|
|
|
|
0.3
|
%
|
||||||||
Operating Income
|
$
|
565
|
|
|
$
|
263
|
|
|
$
|
302
|
|
|
$
|
361
|
|
|
$
|
(98
|
)
|
Operating Margin
|
11.0
|
%
|
|
5.3
|
%
|
|
|
|
7.4
|
%
|
|
|
•
|
Sales Volume – Sales volume increased primarily due to the impact of the additional week, partially offset by lower production throughput associated with COVID-19 during portions of fiscal 2020 despite strong demand for our pork products and increased domestic availability of live hogs.
|
•
|
Average Sales Price – Average sales price increased as pork demand remained strong amid supply disruptions related to the impact of COVID-19.
|
•
|
Operating Income – Operating income increased primarily due to market conditions, including COVID-19 disruptions, which increased the spread between preexisting contractual agreements and the cost of live hogs, partially offset by production inefficiencies and direct incremental expenses related to COVID-19.
|
•
|
Sales Volume – Sales volume increased due to increased domestic availability of live hogs and strong demand for our pork products.
|
•
|
Average Sales Price – Average sales price increased associated with higher livestock costs.
|
•
|
Operating Income – Operating income decreased due to periods of compressed pork margins caused primarily by the combination of increased livestock supplies, excess domestic availability of pork and export constraints, which drove livestock costs up faster than sales prices.
|
Chicken Segment Results
|
|
|
|
|
|
|
|
|
in millions
|
|
|||||||||
|
2020
|
|
|
2019
|
|
|
Change 2020 vs. 2019
|
|
|
2018
|
|
|
Change 2019
vs. 2018 |
|
|||||
Sales
|
$
|
13,234
|
|
|
$
|
13,300
|
|
|
$
|
(66
|
)
|
|
$
|
12,044
|
|
|
$
|
1,256
|
|
Sales Volume Change
|
|
|
|
|
0.1
|
%
|
|
|
|
19.7
|
%
|
||||||||
Average Sales Price Change
|
|
|
|
|
(0.6
|
)%
|
|
|
|
(9.3
|
)%
|
||||||||
Operating Income
|
$
|
122
|
|
|
$
|
621
|
|
|
$
|
(499
|
)
|
|
$
|
866
|
|
|
$
|
(245
|
)
|
Operating Margin
|
0.9
|
%
|
|
4.7
|
%
|
|
|
|
7.2
|
%
|
|
|
•
|
Sales Volume – Sales volume was relatively flat in fiscal 2020 as the impact of the additional week and increased volumes in retail were offset by lower production throughput associated with the impact of COVID-19 and lower foodservice demand.
|
•
|
Average Sales Price – Average sales price decreased in fiscal 2020 primarily due to weaker chicken pricing as a result of market conditions.
|
•
|
Operating Income – Operating income decreased in fiscal 2020 primarily from market conditions, unfavorable product mix, as well as production inefficiencies and direct incremental expenses related to COVID-19. Operating income was also impacted by $34 million in restructuring costs incurred in fiscal 2020.
|
•
|
Sales Volume – Sales volume increased primarily due to incremental volume from business acquisitions.
|
•
|
Average Sales Price – Average sales price decreased due to market conditions and sales mix primarily associated with the acquisition of a poultry rendering and blending business in the fourth quarter of fiscal 2018.
|
•
|
Operating Income – Operating income decreased due to increased operating costs and challenging pricing conditions. Additionally, operating income was impacted in fiscal 2019 by approximately $40 million of net feed ingredient costs and realized and mark-to-market derivative losses.
|
Prepared Foods Segment Results
|
|
|
|
|
|
|
in millions
|
|
|||||||||||
|
2020
|
|
|
2019
|
|
|
Change 2020 vs. 2019
|
|
|
2018
|
|
|
Change 2019
vs. 2018 |
|
|||||
Sales
|
$
|
8,532
|
|
|
$
|
8,418
|
|
|
$
|
114
|
|
|
$
|
8,668
|
|
|
$
|
(250
|
)
|
Sales Volume Change
|
|
|
|
|
(1.9
|
)%
|
|
|
|
(8.3
|
)%
|
||||||||
Average Sales Price Change
|
|
|
|
|
3.3
|
%
|
|
|
|
5.4
|
%
|
||||||||
Operating Income
|
$
|
743
|
|
|
$
|
843
|
|
|
$
|
(100
|
)
|
|
$
|
845
|
|
|
$
|
(2
|
)
|
Operating Margin
|
8.7
|
%
|
|
10.0
|
%
|
|
|
|
9.7
|
%
|
|
|
•
|
Sales Volume – Sales volume decreased as growth in volume across the retail channel was offset by a reduction in the foodservice channel related to reduced demand and lower production throughput due to the impact of COVID-19, partially offset by the impact of an additional week in fiscal 2020.
|
•
|
Average Sales Price – Average sales price increased due to favorable product mix associated with the surge in retail demand, as well as the pass through of increased raw material costs.
|
•
|
Operating Income – Operating income decreased primarily due to increased operating costs, including a $105 million increase in net raw material costs and derivative losses, as well as production inefficiencies and direct incremental expenses related to COVID-19. Additionally, operating income was impacted by $28 million in restructuring costs.
|
•
|
Sales Volume – Sales volume decreased primarily from business divestitures.
|
•
|
Average Sales Price – Average sales price increased due to product mix, which was positively impacted by business divestitures, as well as pricing increases in our ongoing business from the pass through of raw material costs.
|
•
|
Operating Income – Operating income was relatively flat in fiscal 2019 compared to fiscal 2018 as strong demand for our products and improved product mix was offset by increased raw material and operating costs. Additionally, operating income in fiscal 2019 was impacted by a $41 million impairment from a planned divestiture of a business. Operating income in fiscal 2018 was impacted by a $68 million impairment, net of realized gains, associated with the divestiture of non-protein businesses.
|
International/Other Results
|
|
|
|
|
|
|
in millions
|
|
|||||||||||
|
2020
|
|
|
2019
|
|
|
Change 2020 vs. 2019
|
|
|
2018
|
|
|
Change 2019
vs. 2018 |
|
|||||
Sales
|
$
|
1,856
|
|
|
$
|
1,289
|
|
|
$
|
567
|
|
|
$
|
305
|
|
|
$
|
984
|
|
Operating Loss
|
(2
|
)
|
|
(7
|
)
|
|
5
|
|
|
(53
|
)
|
|
46
|
|
•
|
Sales – Sales increased primarily from the incremental sales from the the first full year of results from the acquisitions of Keystone Foods and the Thai and European operations.
|
•
|
Operating loss – Operating results improved due to lower third-party merger and integration costs partially offset by reduced profitability in our international operations primarily from the impacts of COVID-19.
|
•
|
Sales – Sales increased primarily from the incremental sales from the acquisitions of Keystone Foods and the Thai and European operations.
|
•
|
Operating loss – Operating loss decreased primarily from better performance in our China operations and inclusion of results of the Keystone Foods acquisition, partially offset by increased third-party merger and integration costs associated with the Keystone Foods acquisition.
|
Cash Flows from Operating Activities
|
|
|
in millions
|
|
|||
|
2020
|
|
|
2019
|
|
||
Net income
|
$
|
2,150
|
|
|
$
|
2,035
|
|
Non-cash items in net income:
|
|
|
|
||||
Depreciation and amortization
|
1,192
|
|
|
1,098
|
|
||
Deferred income taxes
|
45
|
|
|
92
|
|
||
Gain on dispositions of businesses
|
—
|
|
|
(17
|
)
|
||
Impairment of assets
|
48
|
|
|
94
|
|
||
Stock-based compensation expense
|
89
|
|
|
77
|
|
||
Other, net
|
(124
|
)
|
|
(20
|
)
|
||
Net changes in operating assets and liabilities
|
474
|
|
|
(846
|
)
|
||
Net cash provided by operating activities
|
$
|
3,874
|
|
|
$
|
2,513
|
|
•
|
Impairment of assets in fiscal 2019 included a $41 million impairment related to the planned sale of a business.
|
•
|
Other, net in fiscal 2020 included a $112 million gain related to pension plan terminations.
|
•
|
Cash flows associated with changes in operating assets and liabilities:
|
•
|
2020 – Increased primarily due to decreased accounts receivable, increased accrued salaries, wages & benefits, and increased taxes payable, partially offset by decreased accounts payable. The changes in accounts receivable and accounts payable are largely due to the timing of payments and sales. The increase in accrued salaries, wages and benefits is primarily due to increased incentive-based compensation. The increase in taxes payable is primarily related to timing of payments, in large part due to payroll tax deferrals associated with the CARES Act.
|
•
|
2019 – Decreased primarily due to increased accounts receivable and inventory and decreased income taxes payable. The increase in accounts receivable is primarily due to the timing of sales and payments. The increase in inventory is primarily due to increased volumes and costs in the Prepared Foods segment. Decreased income taxes payable is primarily due to reduced taxable income, change in federal tax rate and timing of payments related to the sale of non-protein businesses in fiscal 2018.
|
Cash Flows from Investing Activities
|
|
in millions
|
|
||||
|
2020
|
|
|
2019
|
|
||
Additions to property, plant and equipment
|
$
|
(1,199
|
)
|
|
$
|
(1,259
|
)
|
(Purchases of)/Proceeds from marketable securities, net
|
(18
|
)
|
|
(1
|
)
|
||
Acquisitions, net of cash acquired
|
—
|
|
|
(2,462
|
)
|
||
Proceeds from sale of businesses
|
29
|
|
|
170
|
|
||
Acquisitions of Equity Investments
|
(183
|
)
|
|
—
|
|
||
Other, net
|
(52
|
)
|
|
88
|
|
||
Net cash used for investing activities
|
$
|
(1,423
|
)
|
|
$
|
(3,464
|
)
|
•
|
Additions to property, plant and equipment included spending for production growth, safety and animal well-being, in addition to acquiring new equipment, infrastructure replacements and upgrades to maintain competitive standing and position us for future opportunities.
|
•
|
Capital spending for fiscal 2021 is expected to approximate $1.2 billion to $1.4 billion and will include spending for capacity expansion, growth, safety, animal well-being, infrastructure replacements and upgrades, and operational improvements that are expected to result in production and labor efficiencies, yield improvements and sales channel flexibility.
|
•
|
Purchases of marketable securities included funding for our deferred compensation plans.
|
•
|
Acquisitions, net of cash acquired, included the acquisition of two valued-added protein businesses in fiscal 2019. For further description regarding these acquisitions refer to Part II, Item 8, Notes to the Consolidated Financial Statements, Note 3: Acquisitions and Dispositions.
|
•
|
Acquisition of equity investments in fiscal 2020 is related to the purchases of a 40% interest in a vertically integrated Brazilian poultry producer and a 50% interest in a joint venture serving the worldwide fats and oils market.
|
•
|
Proceeds from sale of businesses related to the proceeds received from sale of a prepared foods business in fiscal 2020 and a chicken further processing facility in fiscal 2019. For further description refer to Part II, Item 8, Notes to the Consolidated Financial Statements, Note 3: Acquisitions and Dispositions.
|
•
|
Other, net primarily included deposits for capital expenditures in fiscal 2020 and primarily related to the net proceeds from the sale of an investment in fiscal 2019.
|
Cash Flows from Financing Activities
|
|
in millions
|
|
||||
|
2020
|
|
|
2019
|
|
||
Proceeds from issuance of debt
|
$
|
1,609
|
|
|
$
|
4,634
|
|
Payments on debt
|
(1,212
|
)
|
|
(3,208
|
)
|
||
Borrowings on revolving credit facility
|
1,210
|
|
|
1,135
|
|
||
Payments on revolving credit facility
|
(1,280
|
)
|
|
(1,065
|
)
|
||
Proceeds from issuance of commercial paper
|
14,272
|
|
|
17,722
|
|
||
Repayments of commercial paper
|
(15,271
|
)
|
|
(17,327
|
)
|
||
Purchases of Tyson Class A common stock
|
(207
|
)
|
|
(252
|
)
|
||
Dividends
|
(601
|
)
|
|
(537
|
)
|
||
Stock options exercised
|
30
|
|
|
99
|
|
||
Other, net
|
(18
|
)
|
|
(30
|
)
|
||
Net cash provided by (used for) financing activities
|
$
|
(1,468
|
)
|
|
$
|
1,171
|
|
•
|
Proceeds from issuance of debt and borrowings/payments on revolving credit facility:
|
•
|
2020 – On March 27, 2020, we executed a new $1.5 billion term loan facility to repay our commercial paper, repay outstanding balances under our revolving credit facility and for general liquidity purposes.
|
•
|
2019 – Proceeds from issuance of debt included $1,800 million proceeds from the issuance of a 364-day term loan for the initial financing of the Keystone Foods acquisition and subsequent issuance of $2,800 million senior unsecured notes which were primarily used to extinguish our 364-day term loan and to repay commercial paper obligations used to fund the Keystone Foods acquisition as well as to fund all or a portion of the purchase price for the acquisition of the Thai and European operations.
|
•
|
Payments on debt included:
|
•
|
2020 – We extinguished the $350 million outstanding balance of our senior notes due June 2020, the $400 million outstanding balance of our senior notes due August 2020 and the $278 million outstanding balance of our senior notes due September 2020 using cash on hand.
|
•
|
2019 – We extinguished the $1,800 million outstanding balance of our 364-day term loan, the $300 million outstanding balance of our May 2019 Notes and the $1,000 million outstanding balance of our August 2019 Notes using proceeds received from the issuance of debt, cash on hand and other liquidity sources.
|
•
|
Proceeds from issuance and repayment of short-term debt in the form of commercial paper:
|
•
|
2020 – We had net repayments of $999 million to our unsecured short-term promissory notes ("commercial paper") pursuant to our commercial paper program.
|
•
|
2019 – We had net issuances of $395 million to our commercial paper pursuant to our commercial paper program.
|
•
|
Purchases of Tyson Class A common stock included:
|
•
|
$150 million for shares repurchased pursuant to our share repurchase program in both fiscal 2020 and fiscal 2019.
|
•
|
$57 million and $102 million for shares repurchased to fund certain obligations under our equity compensation plans in fiscal 2020 and 2019, respectively.
|
•
|
Dividends paid during fiscal 2020 included a 12% increase to our fiscal 2019 quarterly dividend rate.
|
Liquidity
|
|
|
|
|
|
|
|
|
|
in millions
|
|
|||||||
|
|
Commitments
Expiration Date
|
|
Facility
Amount
|
|
|
Outstanding Letters of Credit (no draw downs)
|
|
|
Amount
Borrowed
|
|
|
Amount Available at October 3, 2020
|
|
||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
$
|
1,420
|
|
||||||
Short-term investments
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||
Term loan facility
|
|
March 2022
|
|
$
|
1,500
|
|
|
$
|
—
|
|
|
$
|
1,500
|
|
|
—
|
|
|
Revolving credit facility
|
|
March 2023
|
|
$
|
1,750
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
1,750
|
|
|
Commercial Paper
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||
Total liquidity
|
|
|
|
|
|
|
|
|
|
$
|
3,170
|
|
•
|
Liquidity includes cash and cash equivalents, short-term investments, and availability under our revolving credit and term loan facilities, less outstanding commercial paper balance.
|
•
|
At October 3, 2020, we had current debt of $548 million, which we intend to repay 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. Our maximum borrowing under the revolving credit facility during fiscal 2020 was $390 million.
|
•
|
We expect net interest expense will approximate $440 million for fiscal 2021.
|
•
|
Our ratio of short-term assets to short-term liabilities ("current ratio") was 1.9 to 1 and 1.3 to 1 at October 3, 2020, and September 28, 2019, respectively. The increase in fiscal 2020 was primarily due to increased cash and reduced current debt.
|
•
|
At October 3, 2020, $466 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 manage our worldwide cash requirements by reviewing available funds among our foreign subsidiaries and the cost effectiveness with which those funds can be accessed. We intend to repatriate excess cash (net of applicable withholding taxes) not subject to regulatory requirements and to indefinitely reinvest outside of the United States the remainder of cash held by foreign subsidiaries. We do not expect the regulatory restrictions or taxes on repatriation to have a material effect on our overall liquidity, financial condition or the results of operations for the foreseeable future.
|
Ratings Level (S&P/Moody's/Fitch)
|
Borrowing Spread through March 30, 2021
|
|
Borrowing Spread
March 31, 2021 through March 27, 2022
|
|
A-/A3/A- or above
|
1.250
|
%
|
1.500
|
%
|
BBB+/Baa1/BBB+
|
1.375
|
%
|
1.625
|
%
|
BBB/Baa2/BBB (current level)
|
1.500
|
%
|
1.750
|
%
|
BBB-/Baa3/BBB-
|
1.750
|
%
|
2.000
|
%
|
BB+/Ba1/BB+ or lower
|
2.000
|
%
|
2.250
|
%
|
Ratings Level (S&P/Moody's/Fitch)
|
Facility Fee Rate
|
|
All-in Borrowing Spread
|
|
A-/A3/A- or above
|
0.090
|
%
|
1.000
|
%
|
BBB+/Baa1/BBB+
|
0.100
|
%
|
1.125
|
%
|
BBB/Baa2/BBB (current level)
|
0.125
|
%
|
1.250
|
%
|
BBB-/Baa3/BBB-
|
0.175
|
%
|
1.375
|
%
|
BB+/Ba1/BB+ or lower
|
0.225
|
%
|
1.625
|
%
|
|
Payments Due by Period
|
||||||||||||||||||
|
2021
|
|
|
2022-2023
|
|
|
2024-2025
|
|
|
2026 and thereafter
|
|
|
Total
|
|
|||||
Debt principal payments (1)
|
$
|
550
|
|
|
$
|
2,974
|
|
|
$
|
1,281
|
|
|
$
|
6,628
|
|
|
$
|
11,433
|
|
Interest payments (2)
|
448
|
|
|
785
|
|
|
641
|
|
|
3,556
|
|
|
5,430
|
|
|||||
Guarantees (3)
|
10
|
|
|
39
|
|
|
35
|
|
|
17
|
|
|
101
|
|
|||||
Operating lease obligations (4)
|
173
|
|
|
217
|
|
|
109
|
|
|
63
|
|
|
562
|
|
|||||
Purchase obligations (5)
|
2,371
|
|
|
667
|
|
|
190
|
|
|
152
|
|
|
3,380
|
|
|||||
Capital expenditures (6)
|
956
|
|
|
146
|
|
|
—
|
|
|
—
|
|
|
1,102
|
|
|||||
Other long-term liabilities (7)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
867
|
|
|||||
Total contractual commitments
|
$
|
4,508
|
|
|
$
|
4,828
|
|
|
$
|
2,256
|
|
|
$
|
10,416
|
|
|
$
|
22,875
|
|
(1)
|
In the event of a default on payment, acceleration of the principal payments could occur.
|
(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 October 3, 2020, and expected payment dates.
|
(3)
|
Amounts include guarantees of obligations related to certain outside third parties, which consist of leases, debt and livestock grower loans, all of which are substantially collateralized by the underlying assets, as well as residual value guarantees covering certain operating leases for various types of equipment. The amounts included are the maximum potential amount of future payments.
|
(4)
|
For additional information regarding operating leases, refer to Part II, Item 8, Notes to the Consolidated Financial Statements, Note 6: Leases.
|
(5)
|
Amounts include agreements to purchase goods or services that are enforceable and legally binding and specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. The purchase obligations amount included items, such as future purchase commitments for grains and livestock purchase contracts, that provide terms that meet the above 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 October 3, 2020. We have excluded future purchase commitments for contracts that do not meet these criteria. Purchase orders are not included in the table, as a purchase order is an authorization to purchase and is cancelable. 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 October 3, 2020.
|
(7)
|
Other long-term liabilities primarily consist of deferred compensation, deferred income, self-insurance and asset retirement obligations. Amount also consists of $185 million of payroll tax deferrals associated with the CARES Act, which we expect will be paid in fiscal 2022 and fiscal 2023. We are unable to reliably estimate the amount and timing of the remaining payments beyond fiscal 2020; therefore, we have only included the total liability in the table above. We also have employee benefit obligations consisting of pensions and other postretirement benefits of $297 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 16: Pensions and Other Postretirement Benefits.
|
Effect of 10% change in fair value
|
in millions
|
|
|||||
|
2020
|
|
|
2019
|
|
||
Livestock:
|
|
|
|
||||
Live Cattle
|
$
|
24
|
|
|
$
|
19
|
|
Lean Hogs
|
19
|
|
|
17
|
|
||
Grain:
|
|
|
|
||||
Corn
|
23
|
|
|
39
|
|
||
Soybean Meal
|
28
|
|
|
31
|
|
|
Three years ended October 3, 2020
|
|
|||||||||
|
in millions, except per share data
|
|
|||||||||
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
Sales
|
$
|
43,185
|
|
|
$
|
42,405
|
|
|
$
|
40,052
|
|
Cost of Sales
|
37,801
|
|
|
37,383
|
|
|
34,956
|
|
|||
Gross Profit
|
5,384
|
|
|
5,022
|
|
|
5,096
|
|
|||
Selling, General and Administrative
|
2,270
|
|
|
2,195
|
|
|
2,064
|
|
|||
Operating Income
|
3,114
|
|
|
2,827
|
|
|
3,032
|
|
|||
Other (Income) Expense:
|
|
|
|
|
|
||||||
Interest income
|
(10
|
)
|
|
(11
|
)
|
|
(7
|
)
|
|||
Interest expense
|
485
|
|
|
462
|
|
|
350
|
|
|||
Other, net
|
(131
|
)
|
|
(55
|
)
|
|
(56
|
)
|
|||
Total Other (Income) Expense
|
344
|
|
|
396
|
|
|
287
|
|
|||
Income before Income Taxes
|
2,770
|
|
|
2,431
|
|
|
2,745
|
|
|||
Income Tax Expense (Benefit)
|
620
|
|
|
396
|
|
|
(282
|
)
|
|||
Net Income
|
2,150
|
|
|
2,035
|
|
|
3,027
|
|
|||
Less: Net Income Attributable to Noncontrolling Interests
|
10
|
|
|
13
|
|
|
3
|
|
|||
Net Income Attributable to Tyson
|
$
|
2,140
|
|
|
$
|
2,022
|
|
|
$
|
3,024
|
|
Weighted Average Shares Outstanding:
|
|
|
|
|
|
||||||
Class A Basic
|
293
|
|
|
293
|
|
|
295
|
|
|||
Class B Basic
|
70
|
|
|
70
|
|
|
70
|
|
|||
Diluted
|
365
|
|
|
366
|
|
|
369
|
|
|||
Net Income Per Share Attributable to Tyson:
|
|
|
|
|
|
||||||
Class A Basic
|
$
|
6.02
|
|
|
$
|
5.67
|
|
|
$
|
8.44
|
|
Class B Basic
|
$
|
5.41
|
|
|
$
|
5.10
|
|
|
$
|
7.59
|
|
Diluted
|
$
|
5.86
|
|
|
$
|
5.52
|
|
|
$
|
8.19
|
|
|
Three years ended October 3, 2020
|
|
|||||||||
|
in millions
|
|
|||||||||
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
Net Income
|
$
|
2,150
|
|
|
$
|
2,035
|
|
|
$
|
3,027
|
|
Other Comprehensive Income (Loss), Net of Taxes:
|
|
|
|
|
|
|
|||||
Derivatives accounted for as cash flow hedges
|
9
|
|
|
(15
|
)
|
|
(7
|
)
|
|||
Investments
|
1
|
|
|
2
|
|
|
(1
|
)
|
|||
Currency translation
|
(29
|
)
|
|
(23
|
)
|
|
(29
|
)
|
|||
Postretirement benefits
|
(43
|
)
|
|
(66
|
)
|
|
(7
|
)
|
|||
Total Other Comprehensive Income (Loss), Net of Taxes
|
(62
|
)
|
|
(102
|
)
|
|
(44
|
)
|
|||
Comprehensive Income
|
2,088
|
|
|
1,933
|
|
|
2,983
|
|
|||
Less: Comprehensive Income Attributable to Noncontrolling Interests
|
10
|
|
|
13
|
|
|
3
|
|
|||
Comprehensive Income Attributable to Tyson
|
$
|
2,078
|
|
|
$
|
1,920
|
|
|
$
|
2,980
|
|
October 3, 2020, and September 28, 2019
|
|
||||||
in millions, except share and per share data
|
|
||||||
|
2020
|
|
|
2019
|
|
||
Assets
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,420
|
|
|
$
|
484
|
|
Accounts receivable, net
|
1,952
|
|
|
2,173
|
|
||
Inventories
|
4,144
|
|
|
4,108
|
|
||
Other current assets
|
367
|
|
|
404
|
|
||
Total Current Assets
|
7,883
|
|
|
7,169
|
|
||
Net Property, Plant and Equipment
|
7,596
|
|
|
7,282
|
|
||
Goodwill
|
10,899
|
|
|
10,844
|
|
||
Intangible Assets, net
|
6,774
|
|
|
7,037
|
|
||
Other Assets
|
1,589
|
|
|
765
|
|
||
Total Assets
|
$
|
34,741
|
|
|
$
|
33,097
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Current debt
|
$
|
548
|
|
|
$
|
2,102
|
|
Accounts payable
|
1,876
|
|
|
1,926
|
|
||
Other current liabilities
|
1,810
|
|
|
1,485
|
|
||
Total Current Liabilities
|
4,234
|
|
|
5,513
|
|
||
Long-Term Debt
|
10,791
|
|
|
9,830
|
|
||
Deferred Income Taxes
|
2,391
|
|
|
2,356
|
|
||
Other Liabilities
|
1,728
|
|
|
1,172
|
|
||
Commitments and Contingencies (Note 21)
|
|
|
|
||||
Shareholders’ Equity:
|
|
|
|
||||
Common stock ($0.10 par value):
|
|
|
|
||||
Class A-authorized 900 million shares, issued 378 million shares
|
38
|
|
|
38
|
|
||
Convertible Class B-authorized 900 million shares, issued 70 million shares
|
7
|
|
|
7
|
|
||
Capital in excess of par value
|
4,433
|
|
|
4,378
|
|
||
Retained earnings
|
15,311
|
|
|
13,787
|
|
||
Accumulated other comprehensive gain (loss)
|
(179
|
)
|
|
(117
|
)
|
||
Treasury stock, at cost – 83 million shares at October 3, 2020 and 82 million shares at September 28, 2019
|
(4,145
|
)
|
|
(4,011
|
)
|
||
Total Tyson Shareholders’ Equity
|
15,465
|
|
|
14,082
|
|
||
Noncontrolling Interests
|
132
|
|
|
144
|
|
||
Total Shareholders’ Equity
|
15,597
|
|
|
14,226
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
34,741
|
|
|
$
|
33,097
|
|
|
Three years ended October 3, 2020
|
|
||||||||||||||||||
|
|
|
|
|
|
|
in millions
|
|
||||||||||||
|
2020
|
|
2019
|
|
2018
|
|||||||||||||||
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|||
Class A Common Stock:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at beginning of year
|
378
|
|
|
$
|
38
|
|
|
378
|
|
|
$
|
38
|
|
|
378
|
|
|
$
|
38
|
|
Issuance of Class A common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance at end of year
|
378
|
|
|
38
|
|
|
378
|
|
|
38
|
|
|
378
|
|
|
38
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Class B Common Stock:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at beginning and end of year
|
70
|
|
|
7
|
|
|
70
|
|
|
7
|
|
|
70
|
|
|
7
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Capital in Excess of Par Value:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at beginning of year
|
|
|
4,378
|
|
|
|
|
4,387
|
|
|
|
|
4,378
|
|
||||||
Stock-based compensation and other
|
|
|
55
|
|
|
|
|
(9
|
)
|
|
|
|
9
|
|
||||||
Balance at end of year
|
|
|
4,433
|
|
|
|
|
4,378
|
|
|
|
|
4,387
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Retained Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at beginning of year
|
|
|
13,787
|
|
|
|
|
12,329
|
|
|
|
|
9,776
|
|
||||||
Net income attributable to Tyson
|
|
|
2,140
|
|
|
|
|
2,022
|
|
|
|
|
3,024
|
|
||||||
Dividends
|
|
|
(616
|
)
|
|
|
|
(564
|
)
|
|
|
|
(458
|
)
|
||||||
Reclass from Accumulated Other Comprehensive Income (Loss), Net of Tax (1)
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
(13
|
)
|
||||||
Balance at end of year
|
|
|
15,311
|
|
|
|
|
13,787
|
|
|
|
|
12,329
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at beginning of year
|
|
|
(117
|
)
|
|
|
|
(15
|
)
|
|
|
|
16
|
|
||||||
Other Comprehensive Income (Loss)
|
|
|
(62
|
)
|
|
|
|
(102
|
)
|
|
|
|
(44
|
)
|
||||||
Reclass to Retained Earnings (1)
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
13
|
|
||||||
Balance at end of year
|
|
|
(179
|
)
|
|
|
|
(117
|
)
|
|
|
|
(15
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Treasury Stock:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at beginning of year
|
82
|
|
|
(4,011
|
)
|
|
82
|
|
|
(3,943
|
)
|
|
80
|
|
|
(3,674
|
)
|
|||
Purchase of Class A common stock
|
2
|
|
|
(207
|
)
|
|
4
|
|
|
(252
|
)
|
|
6
|
|
|
(427
|
)
|
|||
Stock-based compensation
|
(1
|
)
|
|
73
|
|
|
(4
|
)
|
|
184
|
|
|
(4
|
)
|
|
158
|
|
|||
Balance at end of year
|
83
|
|
|
(4,145
|
)
|
|
82
|
|
|
(4,011
|
)
|
|
82
|
|
|
(3,943
|
)
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total Shareholders’ Equity Attributable to Tyson
|
|
|
$
|
15,465
|
|
|
|
|
$
|
14,082
|
|
|
|
|
$
|
12,803
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Equity Attributable to Noncontrolling Interests:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at beginning of year
|
|
|
$
|
144
|
|
|
|
|
$
|
8
|
|
|
|
|
$
|
18
|
|
|||
Net income attributable to noncontrolling interests
|
|
|
10
|
|
|
|
|
13
|
|
|
|
|
3
|
|
||||||
Distributions to noncontrolling interest
|
|
|
(13
|
)
|
|
|
|
(3
|
)
|
|
|
|
(3
|
)
|
||||||
Business combination and other
|
|
|
(9
|
)
|
|
|
|
126
|
|
|
|
|
(10
|
)
|
||||||
Total Equity Attributable to Noncontrolling Interests
|
|
|
$
|
132
|
|
|
|
|
$
|
144
|
|
|
|
|
$
|
8
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total Shareholders’ Equity
|
|
|
$
|
15,597
|
|
|
|
|
$
|
14,226
|
|
|
|
|
$
|
12,811
|
|
|
Three years ended October 3, 2020
|
|
|||||||||
|
in millions
|
|
|||||||||
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
Cash Flows From Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
2,150
|
|
|
$
|
2,035
|
|
|
$
|
3,027
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
900
|
|
|
819
|
|
|
723
|
|
|||
Amortization
|
292
|
|
|
279
|
|
|
220
|
|
|||
Deferred income taxes
|
45
|
|
|
92
|
|
|
(865
|
)
|
|||
Gain on dispositions of businesses
|
—
|
|
|
(17
|
)
|
|
(42
|
)
|
|||
Impairment of assets
|
48
|
|
|
94
|
|
|
175
|
|
|||
Stock-based compensation expense
|
89
|
|
|
77
|
|
|
69
|
|
|||
Other, net
|
(124
|
)
|
|
(20
|
)
|
|
(58
|
)
|
|||
(Increase) decrease in accounts receivable
|
191
|
|
|
(226
|
)
|
|
(2
|
)
|
|||
(Increase) decrease in inventories
|
(20
|
)
|
|
(214
|
)
|
|
(207
|
)
|
|||
Increase (decrease) in accounts payable
|
(64
|
)
|
|
(55
|
)
|
|
(44
|
)
|
|||
Increase (decrease) in income taxes payable/receivable
|
62
|
|
|
(254
|
)
|
|
111
|
|
|||
Increase (decrease) in interest payable
|
(41
|
)
|
|
47
|
|
|
(3
|
)
|
|||
Net changes in other operating assets and liabilities
|
346
|
|
|
(144
|
)
|
|
(141
|
)
|
|||
Cash Provided by Operating Activities
|
3,874
|
|
|
2,513
|
|
|
2,963
|
|
|||
Cash Flows From Investing Activities:
|
|
|
|
|
|
||||||
Additions to property, plant and equipment
|
(1,199
|
)
|
|
(1,259
|
)
|
|
(1,200
|
)
|
|||
Purchases of marketable securities
|
(105
|
)
|
|
(64
|
)
|
|
(42
|
)
|
|||
Proceeds from sale of marketable securities
|
87
|
|
|
63
|
|
|
37
|
|
|||
Acquisitions, net of cash acquired
|
—
|
|
|
(2,462
|
)
|
|
(1,474
|
)
|
|||
Proceeds from sale of businesses
|
29
|
|
|
170
|
|
|
797
|
|
|||
Acquisition of equity investments
|
(183
|
)
|
|
—
|
|
|
—
|
|
|||
Other, net
|
(52
|
)
|
|
88
|
|
|
(24
|
)
|
|||
Cash Used for Investing Activities
|
(1,423
|
)
|
|
(3,464
|
)
|
|
(1,906
|
)
|
|||
Cash Flows From Financing Activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of debt
|
1,609
|
|
|
4,634
|
|
|
1,148
|
|
|||
Payments on debt
|
(1,212
|
)
|
|
(3,208
|
)
|
|
(1,307
|
)
|
|||
Borrowings on revolving credit facility
|
1,210
|
|
|
1,135
|
|
|
1,755
|
|
|||
Payments on revolving credit facility
|
(1,280
|
)
|
|
(1,065
|
)
|
|
(1,755
|
)
|
|||
Proceeds from issuance of commercial paper
|
14,272
|
|
|
17,722
|
|
|
21,024
|
|
|||
Repayments of commercial paper
|
(15,271
|
)
|
|
(17,327
|
)
|
|
(21,197
|
)
|
|||
Purchases of Tyson Class A common stock
|
(207
|
)
|
|
(252
|
)
|
|
(427
|
)
|
|||
Dividends
|
(601
|
)
|
|
(537
|
)
|
|
(431
|
)
|
|||
Stock options exercised
|
30
|
|
|
99
|
|
|
102
|
|
|||
Other, net
|
(18
|
)
|
|
(30
|
)
|
|
(14
|
)
|
|||
Cash Provided by (Used for) Financing Activities
|
(1,468
|
)
|
|
1,171
|
|
|
(1,102
|
)
|
|||
Effect of Exchange Rate Change on Cash
|
(1
|
)
|
|
(6
|
)
|
|
(3
|
)
|
|||
Increase (decrease) in Cash and Cash Equivalents and Restricted Cash
|
982
|
|
|
214
|
|
|
(48
|
)
|
|||
Cash and Cash Equivalents and Restricted Cash at Beginning of Year
|
484
|
|
|
270
|
|
|
318
|
|
|||
Cash and Cash Equivalents and Restricted Cash at End of Year
|
1,466
|
|
|
484
|
|
|
270
|
|
|||
Less: Restricted Cash at End of Year
|
46
|
|
|
—
|
|
|
—
|
|
|||
Cash and Cash Equivalents at End of Year
|
$
|
1,420
|
|
|
$
|
484
|
|
|
$
|
270
|
|
|
2020
|
|
|
2019
|
|
||
Processed products
|
$
|
2,223
|
|
|
$
|
2,362
|
|
Livestock
|
1,262
|
|
|
1,150
|
|
||
Supplies and other
|
659
|
|
|
596
|
|
||
Total inventory
|
$
|
4,144
|
|
|
$
|
4,108
|
|
|
2020
|
|
|
2019
|
|
||
Accrued salaries, wages and benefits
|
$
|
823
|
|
|
$
|
620
|
|
Other
|
987
|
|
|
865
|
|
||
Total other current liabilities
|
$
|
1,810
|
|
|
$
|
1,485
|
|
Cash and cash equivalents
|
|
$
|
186
|
|
Accounts receivable
|
|
106
|
|
|
Inventories
|
|
257
|
|
|
Other current assets
|
|
34
|
|
|
Property, Plant and Equipment
|
|
676
|
|
|
Goodwill
|
|
1,120
|
|
|
Intangible Assets
|
|
659
|
|
|
Other Assets
|
|
28
|
|
|
Current debt
|
|
(73
|
)
|
|
Accounts payable
|
|
(208
|
)
|
|
Other current liabilities
|
|
(99
|
)
|
|
Long-Term Debt
|
|
(113
|
)
|
|
Deferred Income Taxes
|
|
(177
|
)
|
|
Other Liabilities
|
|
(8
|
)
|
|
Noncontrolling Interests
|
|
(122
|
)
|
|
Net assets acquired
|
|
$
|
2,266
|
|
|
2020
|
|
|
2019
|
|
||
Land
|
$
|
196
|
|
|
$
|
198
|
|
Building and leasehold improvements
|
4,961
|
|
|
4,747
|
|
||
Machinery and equipment
|
9,013
|
|
|
8,607
|
|
||
Land improvements and other
|
420
|
|
|
385
|
|
||
Buildings and equipment under construction
|
991
|
|
|
713
|
|
||
|
15,581
|
|
|
14,650
|
|
||
Less accumulated depreciation
|
7,985
|
|
|
7,368
|
|
||
Net property, plant and equipment
|
$
|
7,596
|
|
|
$
|
7,282
|
|
|
Beef
|
|
|
Pork
|
|
|
Chicken
|
|
|
Prepared
Foods
|
|
|
International/Other
|
|
|
Unallocated
|
|
|
Consolidated
|
|
|||||||
Balance at September 29, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Goodwill
|
$
|
1,236
|
|
|
$
|
423
|
|
|
$
|
2,498
|
|
|
$
|
6,142
|
|
|
$
|
57
|
|
|
$
|
—
|
|
|
$
|
10,356
|
|
Accumulated impairment losses
|
(560
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(57
|
)
|
|
—
|
|
|
(617
|
)
|
|||||||
|
$
|
676
|
|
|
$
|
423
|
|
|
$
|
2,498
|
|
|
$
|
6,142
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,739
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fiscal 2019 Activity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Acquisition
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
779
|
|
|
$
|
—
|
|
|
$
|
342
|
|
|
$
|
—
|
|
|
$
|
1,121
|
|
Measurement period adjustments
|
—
|
|
|
—
|
|
|
66
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
66
|
|
|||||||
Reclass to assets held for sale
|
—
|
|
|
—
|
|
|
(70
|
)
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(77
|
)
|
|||||||
Currency translation and other
|
—
|
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||||||
Balance at September 28, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Goodwill
|
1,236
|
|
|
423
|
|
|
3,274
|
|
|
6,134
|
|
|
394
|
|
|
—
|
|
|
11,461
|
|
|||||||
Accumulated impairment losses
|
(560
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(57
|
)
|
|
—
|
|
|
(617
|
)
|
|||||||
|
$
|
676
|
|
|
$
|
423
|
|
|
$
|
3,274
|
|
|
$
|
6,134
|
|
|
$
|
337
|
|
|
$
|
—
|
|
|
$
|
10,844
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fiscal 2020 Activity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Measurement period adjustments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
46
|
|
|
$
|
—
|
|
|
$
|
46
|
|
Currency translation and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
|||||||
Balance at October 03, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Goodwill
|
1,236
|
|
|
423
|
|
|
3,274
|
|
|
6,134
|
|
|
449
|
|
|
—
|
|
|
11,516
|
|
|||||||
Accumulated impairment losses
|
(560
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(57
|
)
|
|
—
|
|
|
(617
|
)
|
|||||||
|
$
|
676
|
|
|
$
|
423
|
|
|
$
|
3,274
|
|
|
$
|
6,134
|
|
|
$
|
392
|
|
|
$
|
—
|
|
|
$
|
10,899
|
|
|
2020
|
|
|
2019
|
|
||
Amortizable intangible assets:
|
|
|
|
||||
Brands and trademarks
|
$
|
951
|
|
|
$
|
945
|
|
Customer relationships
|
2,388
|
|
|
2,389
|
|
||
Supply Arrangements
|
310
|
|
|
310
|
|
||
Patents, intellectual property and other
|
44
|
|
|
34
|
|
||
Land use rights
|
8
|
|
|
8
|
|
||
Total gross amortizable intangible assets
|
$
|
3,701
|
|
|
$
|
3,686
|
|
Less accumulated amortization
|
1,005
|
|
|
727
|
|
||
Total net amortizable intangible assets
|
$
|
2,696
|
|
|
$
|
2,959
|
|
Brands and trademarks not subject to amortization
|
4,078
|
|
|
4,078
|
|
||
Total intangible assets
|
$
|
6,774
|
|
|
$
|
7,037
|
|
|
October 3, 2020
|
|
|
Other Assets
|
$
|
532
|
|
Other current liabilities
|
161
|
|
|
Other Liabilities
|
368
|
|
|
|
|
Twelve Months Ended
|
|
|
|
|
|
October 3, 2020
|
|
|
Operating lease cost (a)
|
|
|
$
|
199
|
|
Variable lease cost (b)
|
|
|
451
|
|
|
Short-term lease cost
|
|
|
38
|
|
|
Total
|
|
|
$
|
688
|
|
Twelve months ended October 3, 2020
|
|
||
Operating cash outflows from operating leases (in millions)
|
$
|
211
|
|
ROU assets obtained in exchange for new operating lease liabilities (in millions)
|
$
|
167
|
|
Weighted-average remaining lease term
|
5 years
|
|
|
Weighted-average discount rate
|
3
|
%
|
Operating Lease Commitments
|
|
||
2021
|
$
|
173
|
|
2022
|
129
|
|
|
2023
|
88
|
|
|
2024
|
64
|
|
|
2025
|
45
|
|
|
2026 and beyond
|
63
|
|
|
Total undiscounted operating lease payments
|
$
|
562
|
|
Less: Imputed interest
|
33
|
|
|
Present value of total operating lease liabilities
|
$
|
529
|
|
Operating Lease Commitments
|
|
||
2020
|
$
|
159
|
|
2021
|
113
|
|
|
2022
|
74
|
|
|
2023
|
49
|
|
|
2024
|
40
|
|
|
2025 and beyond
|
54
|
|
|
Total
|
$
|
489
|
|
Livestock Grower Commitments
|
|
||
2020
|
$
|
253
|
|
2021
|
131
|
|
|
2022
|
86
|
|
|
2023
|
58
|
|
|
2024
|
49
|
|
|
2025 and beyond
|
122
|
|
|
Total
|
$
|
699
|
|
|
2018
|
|
2019
|
|
2020
|
|
Total charges to date
|
|
||||
Beef
|
$
|
4
|
|
$
|
1
|
|
$
|
9
|
|
$
|
22
|
|
Pork
|
1
|
|
1
|
|
3
|
|
8
|
|
||||
Chicken
|
30
|
|
21
|
|
34
|
|
141
|
|
||||
Prepared Foods
|
24
|
|
18
|
|
28
|
|
152
|
|
||||
International/Other
|
—
|
|
—
|
|
3
|
|
4
|
|
||||
Total restructuring and related charges, pretax
|
$
|
59
|
|
$
|
41
|
|
$
|
77
|
|
$
|
327
|
|
|
2020
|
|
|
2019
|
|
||
Revolving credit facility
|
$
|
—
|
|
|
$
|
70
|
|
Commercial Paper
|
—
|
|
|
1,000
|
|
||
Senior notes:
|
|
|
|
||||
Notes due June 2020 ("2020 Notes")
|
—
|
|
|
350
|
|
||
Notes due August 2020 ("2020 Notes")
|
—
|
|
|
400
|
|
||
4.10% Notes due September 2020 ("2020 Notes")
|
—
|
|
|
280
|
|
||
2.25% Notes due August 2021
|
500
|
|
|
500
|
|
||
4.50% Senior notes due June 2022
|
1,000
|
|
|
1,000
|
|
||
3.90% Notes due September 2023
|
400
|
|
|
400
|
|
||
3.95% Notes due August 2024
|
1,250
|
|
|
1,250
|
|
||
4.00% Notes due March 2026 ("2026 Notes")
|
800
|
|
|
800
|
|
||
3.55% Notes due June 2027
|
1,350
|
|
|
1,350
|
|
||
7.00% Notes due January 2028
|
18
|
|
|
18
|
|
||
4.35% Notes due March 2029 ("2029 Notes")
|
1,000
|
|
|
1,000
|
|
||
6.13% Notes due November 2032
|
160
|
|
|
161
|
|
||
4.88% Notes due August 2034
|
500
|
|
|
500
|
|
||
5.15% Notes due August 2044
|
500
|
|
|
500
|
|
||
4.55% Notes due June 2047
|
750
|
|
|
750
|
|
||
5.10% Notes due September 2048 ("2048 Notes")
|
1,500
|
|
|
1,500
|
|
||
Discount on senior notes
|
(45
|
)
|
|
(48
|
)
|
||
Term loan:
|
|
|
|
||||
Term loan facility due March 2022 (1.69% at October 3, 2020)
|
1,500
|
|
|
—
|
|
||
Other
|
216
|
|
|
216
|
|
||
Unamortized debt issuance costs
|
(60
|
)
|
|
(65
|
)
|
||
Total debt
|
11,339
|
|
|
11,932
|
|
||
Less current debt
|
548
|
|
|
2,102
|
|
||
Total long-term debt
|
$
|
10,791
|
|
|
$
|
9,830
|
|
|
|
October 3, 2020
|
|
September 28, 2019
|
|
September 29, 2018
|
|||||||||||||||
|
|
Shares
|
|
Dollars
|
|
Shares
|
|
Dollars
|
|
Shares
|
|
Dollars
|
|||||||||
Shares repurchased:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Under share repurchase program
|
|
1.8
|
|
|
$
|
150
|
|
|
2.3
|
|
|
$
|
150
|
|
|
4.9
|
|
|
$
|
350
|
|
To fund certain obligations under equity compensation plans
|
|
0.7
|
|
|
57
|
|
|
1.4
|
|
|
102
|
|
|
1.0
|
|
|
77
|
|
|||
Total share repurchases
|
|
2.5
|
|
|
$
|
207
|
|
|
3.7
|
|
|
$
|
252
|
|
|
5.9
|
|
|
$
|
427
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
Federal
|
$
|
497
|
|
|
$
|
325
|
|
|
$
|
(426
|
)
|
State
|
105
|
|
|
42
|
|
|
118
|
|
|||
Foreign
|
18
|
|
|
29
|
|
|
26
|
|
|||
|
$
|
620
|
|
|
$
|
396
|
|
|
$
|
(282
|
)
|
|
|
|
|
|
|
||||||
Current
|
$
|
575
|
|
|
$
|
304
|
|
|
$
|
583
|
|
Deferred
|
45
|
|
|
92
|
|
|
(865
|
)
|
|||
|
$
|
620
|
|
|
$
|
396
|
|
|
$
|
(282
|
)
|
|
2020
|
|
2019
|
||||||||||||
|
Assets
|
|
|
Liabilities
|
|
|
Assets
|
|
|
Liabilities
|
|
||||
Property, plant and equipment
|
$
|
—
|
|
|
$
|
923
|
|
|
$
|
—
|
|
|
$
|
891
|
|
Intangible assets
|
—
|
|
|
1,591
|
|
|
—
|
|
|
1,624
|
|
||||
ROU assets
|
—
|
|
|
154
|
|
|
—
|
|
|
—
|
|
||||
Accrued expenses
|
341
|
|
|
—
|
|
|
297
|
|
|
—
|
|
||||
Lease liabilities
|
129
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net operating loss and other carryforwards
|
137
|
|
|
—
|
|
|
99
|
|
|
—
|
|
||||
Other
|
75
|
|
|
265
|
|
|
84
|
|
|
231
|
|
||||
|
$
|
682
|
|
|
$
|
2,933
|
|
|
$
|
480
|
|
|
$
|
2,746
|
|
Valuation allowance
|
$
|
(127
|
)
|
|
|
|
$
|
(86
|
)
|
|
|
||||
Net deferred tax liability
|
|
|
$
|
2,378
|
|
|
|
|
$
|
2,352
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
Balance as of the beginning of the year
|
$
|
169
|
|
|
$
|
308
|
|
|
$
|
316
|
|
Increases related to current year tax positions
|
21
|
|
|
20
|
|
|
19
|
|
|||
Increases related to prior year tax positions
|
5
|
|
|
21
|
|
|
8
|
|
|||
Reductions related to prior year tax positions
|
(9
|
)
|
|
(17
|
)
|
|
(18
|
)
|
|||
Reductions related to settlements
|
(3
|
)
|
|
(9
|
)
|
|
(8
|
)
|
|||
Reductions related to expirations of statutes of limitations
|
(18
|
)
|
|
(154
|
)
|
|
(9
|
)
|
|||
Balance as of the end of the year
|
$
|
165
|
|
|
$
|
169
|
|
|
$
|
308
|
|
|
in millions, except per share data
|
|
|||||||||
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
Numerator:
|
|
|
|
|
|
||||||
Net income
|
$
|
2,150
|
|
|
$
|
2,035
|
|
|
$
|
3,027
|
|
Less: Net income attributable to noncontrolling interests
|
10
|
|
|
13
|
|
|
3
|
|
|||
Net income attributable to Tyson
|
2,140
|
|
|
2,022
|
|
|
3,024
|
|
|||
Less dividends declared:
|
|
|
|
|
|
||||||
Class A
|
508
|
|
|
465
|
|
|
378
|
|
|||
Class B
|
108
|
|
|
99
|
|
|
80
|
|
|||
Undistributed earnings
|
$
|
1,524
|
|
|
$
|
1,458
|
|
|
$
|
2,566
|
|
|
|
|
|
|
|
||||||
Class A undistributed earnings
|
$
|
1,254
|
|
|
$
|
1,200
|
|
|
$
|
2,115
|
|
Class B undistributed earnings
|
270
|
|
|
258
|
|
|
451
|
|
|||
Total undistributed earnings
|
$
|
1,524
|
|
|
$
|
1,458
|
|
|
$
|
2,566
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
||||||
Denominator for basic earnings per share:
|
|
|
|
|
|
||||||
Class A weighted average shares
|
293
|
|
|
293
|
|
|
295
|
|
|||
Class B weighted average shares, and shares under if-converted method for diluted earnings per share
|
70
|
|
|
70
|
|
|
70
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Stock options and restricted stock
|
2
|
|
|
3
|
|
|
4
|
|
|||
Denominator for diluted earnings per share – adjusted weighted average shares and assumed conversions
|
365
|
|
|
366
|
|
|
369
|
|
|||
|
|
|
|
|
|
||||||
Net Income Per Share Attributable to Tyson:
|
|
|
|
|
|
||||||
Class A Basic
|
$
|
6.02
|
|
|
$
|
5.67
|
|
|
$
|
8.44
|
|
Class B Basic
|
$
|
5.41
|
|
|
$
|
5.10
|
|
|
$
|
7.59
|
|
Diluted
|
$
|
5.86
|
|
|
$
|
5.52
|
|
|
$
|
8.19
|
|
Dividends Declared Per Share:
|
|
|
|
|
|
||||||
Class A
|
$
|
1.725
|
|
|
$
|
1.575
|
|
|
$
|
1.275
|
|
Class B
|
$
|
1.553
|
|
|
$
|
1.418
|
|
|
$
|
1.148
|
|
|
|
|
|
in millions, except soybean meal tons
|
|
|||||
|
|
Metric
|
|
October 3, 2020
|
|
|
September 28, 2019
|
|
||
Commodity:
|
|
|
|
|
|
|
||||
Corn
|
|
Bushels
|
|
43
|
|
|
111
|
|
||
Soybean Meal
|
|
Tons
|
|
428,300
|
|
|
1,078,800
|
|
||
Live Cattle
|
|
Pounds
|
|
234
|
|
|
14
|
|
||
Lean Hogs
|
|
Pounds
|
|
283
|
|
|
309
|
|
||
Foreign Currency
|
|
United States dollar
|
|
$
|
536
|
|
|
$
|
148
|
|
Interest Rate Swaps
|
|
Average monthly debt
|
|
$
|
—
|
|
|
$
|
400
|
|
•
|
Cash Flow Hedges – include certain commodity forward and option contracts of forecasted purchases (i.e., grains), interest rate swaps and locks, and certain foreign exchange forward contracts.
|
•
|
Fair Value Hedges – include certain commodity forward contracts of firm commitments (i.e., livestock).
|
Gain (Loss) Recognized in OCI on Derivatives
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
Cash Flow Hedge – Derivatives designated as hedging instruments:
|
|
|
|
|
|
||||||
Commodity contracts
|
$
|
(17
|
)
|
|
$
|
(15
|
)
|
|
$
|
(21
|
)
|
Interest rate hedges
|
—
|
|
|
(24
|
)
|
|
1
|
|
|||
Total
|
$
|
(17
|
)
|
|
$
|
(39
|
)
|
|
$
|
(20
|
)
|
Consolidated Balance Sheets Classification
|
2020
|
|
|
2019
|
|
|
2018
|
|
Inventory
|
6
|
|
|
(19
|
)
|
|
4
|
|
Consolidated Statements of Income Classification
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
Cost of Sales
|
$
|
37,801
|
|
|
$
|
37,383
|
|
|
$
|
34,956
|
|
Interest Expense
|
485
|
|
|
462
|
|
|
350
|
|
|||
Other, net
|
(131
|
)
|
|
(55
|
)
|
|
(56
|
)
|
Consolidated Statements of Income Classification
|
2020
|
|
|
2019
|
|
|
2018
|
|
||||
Sales
|
Gain (Loss) on derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||||
|
Commodity contracts
|
$
|
—
|
|
|
$
|
(23
|
)
|
|
$
|
18
|
|
|
|
|
|
|
|
|
||||||
Cost of Sales
|
Gain (Loss) on cash flow hedges reclassified from OCI to Earnings:
|
|
|
|
|
|
||||||
|
Commodity contracts
|
$
|
(24
|
)
|
|
$
|
(18
|
)
|
|
$
|
(12
|
)
|
|
Gain (Loss) on fair value hedges:
|
|
|
|
|
|
||||||
|
Commodity contracts (a)
|
135
|
|
|
42
|
|
|
12
|
|
|||
|
Gain (Loss) on derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||||
|
Commodity contracts
|
(103
|
)
|
|
2
|
|
|
(33
|
)
|
|||
Total
|
|
$
|
8
|
|
|
$
|
26
|
|
|
$
|
(33
|
)
|
|
|
|
|
|
|
|
||||||
Interest Expense
|
Gain (Loss) on cash flow hedges reclassified from OCI to Earnings:
|
|
|
|
|
|
||||||
|
Interest rate contracts
|
$
|
(6
|
)
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||
Other, net
|
Gain (Loss) on derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||||
|
Foreign exchange contracts
|
$
|
(5
|
)
|
|
$
|
8
|
|
|
$
|
(3
|
)
|
•
|
Quoted prices for similar assets or liabilities in active markets;
|
•
|
Quoted prices for identical or similar assets in non-active markets;
|
•
|
Inputs other than quoted prices that are observable for the asset or liability; and
|
•
|
Inputs derived principally from or corroborated by other observable market data.
|
October 3, 2020
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Netting (a)
|
|
|
Total
|
|
|||||
Other Current Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative financial instruments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Designated as hedges
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
2
|
|
Undesignated
|
—
|
|
|
96
|
|
|
—
|
|
|
(51
|
)
|
|
45
|
|
|||||
Available for sale securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Available for sale securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-current
|
—
|
|
|
55
|
|
|
53
|
|
|
—
|
|
|
108
|
|
|||||
Deferred compensation assets
|
19
|
|
|
336
|
|
|
—
|
|
|
—
|
|
|
355
|
|
|||||
Total assets
|
$
|
19
|
|
|
$
|
491
|
|
|
$
|
53
|
|
|
$
|
(53
|
)
|
|
$
|
510
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Current Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative financial instruments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Designated as hedges
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
(10
|
)
|
|
$
|
—
|
|
Undesignated
|
—
|
|
|
74
|
|
|
—
|
|
|
(59
|
)
|
|
15
|
|
|||||
Total liabilities
|
$
|
—
|
|
|
$
|
84
|
|
|
$
|
—
|
|
|
$
|
(69
|
)
|
|
$
|
15
|
|
September 28, 2019
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Netting (a)
|
|
|
Total
|
|
|||||
Other Current Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative financial instruments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Designated as hedges
|
$
|
—
|
|
|
$
|
26
|
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
23
|
|
Undesignated
|
—
|
|
|
58
|
|
|
—
|
|
|
(5
|
)
|
|
53
|
|
|||||
Available for sale securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Other Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Available for sale securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-current
|
—
|
|
|
51
|
|
|
51
|
|
|
—
|
|
|
102
|
|
|||||
Deferred Compensation assets
|
7
|
|
|
311
|
|
|
—
|
|
|
—
|
|
|
318
|
|
|||||
Total assets
|
$
|
7
|
|
|
$
|
446
|
|
|
$
|
52
|
|
|
$
|
(8
|
)
|
|
$
|
497
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Current Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative financial instruments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Designated as hedges
|
$
|
—
|
|
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
(13
|
)
|
|
$
|
4
|
|
Undesignated
|
—
|
|
|
93
|
|
|
—
|
|
|
(90
|
)
|
|
3
|
|
|||||
Total liabilities
|
$
|
—
|
|
|
$
|
110
|
|
|
$
|
—
|
|
|
$
|
(103
|
)
|
|
$
|
7
|
|
|
October 3, 2020
|
|
|
September 28, 2019
|
|
||
Balance at beginning of year
|
$
|
52
|
|
|
$
|
51
|
|
Total realized and unrealized gains (losses):
|
|
|
|
||||
Included in earnings
|
—
|
|
|
—
|
|
||
Included in other comprehensive income (loss)
|
1
|
|
|
1
|
|
||
Purchases
|
17
|
|
|
20
|
|
||
Issuances
|
—
|
|
|
—
|
|
||
Settlements
|
(17
|
)
|
|
(20
|
)
|
||
Balance at end of year
|
$
|
53
|
|
|
$
|
52
|
|
|
October 3, 2020
|
|
September 28, 2019
|
||||||||||||||||||||
|
Amortized
Cost Basis
|
|
Fair
Value
|
|
Unrealized
Gain/(Loss)
|
|
Amortized
Cost Basis
|
|
Fair
Value
|
|
Unrealized
Gain/(Loss)
|
||||||||||||
Available for Sale Securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt Securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
United States Treasury and Agency
|
$
|
55
|
|
|
$
|
55
|
|
|
$
|
—
|
|
|
$
|
51
|
|
|
$
|
51
|
|
|
$
|
—
|
|
Corporate and Asset-Backed
|
51
|
|
|
53
|
|
|
2
|
|
|
51
|
|
|
52
|
|
|
1
|
|
|
October 3, 2020
|
|
September 28, 2019
|
||||||||||||
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
||||||||
Total Debt
|
$
|
12,982
|
|
|
$
|
11,339
|
|
|
$
|
12,978
|
|
|
$
|
11,932
|
|
|
Shares Under
Option
|
|
|
Weighted
Average Exercise
Price Per Share
|
|
|
Weighted Average Remaining Contractual Life (in Years)
|
|
Aggregate
Intrinsic Value
(in millions)
|
|
||
Outstanding, September 28, 2019
|
5,362,672
|
|
|
$
|
54.03
|
|
|
|
|
|
||
Exercised
|
(661,549
|
)
|
|
48.21
|
|
|
|
|
|
|||
Forfeited or expired
|
(265,237
|
)
|
|
76.06
|
|
|
|
|
|
|||
Granted
|
1,515,587
|
|
|
90.04
|
|
|
|
|
|
|||
Outstanding, October 3, 2020
|
5,951,473
|
|
|
$
|
62.86
|
|
|
6.8
|
|
$
|
37
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable, October 3, 2020
|
3,231,765
|
|
|
$
|
50.96
|
|
|
5.4
|
|
$
|
37
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
Expected life (in years)
|
4.3
|
|
|
4.3
|
|
|
5.9
|
|
Risk-free interest rate
|
1.6
|
%
|
|
2.8
|
%
|
|
2.1
|
%
|
Expected volatility
|
25.7
|
%
|
|
25.4
|
%
|
|
23.5
|
%
|
Expected dividend yield
|
2.0
|
%
|
|
2.5
|
%
|
|
1.5
|
%
|
|
Number of Shares
|
|
|
Weighted
Average Grant-
Date Fair Value
Per Share
|
|
|
Weighted Average
Remaining
Contractual Life
(in Years)
|
|
Aggregate
Intrinsic Value
(in millions)
|
|
||
Nonvested, September 28, 2019
|
1,662,078
|
|
|
$
|
64.55
|
|
|
|
|
|
||
Granted
|
628,844
|
|
|
88.96
|
|
|
|
|
|
|||
Dividends
|
44,704
|
|
|
74.51
|
|
|
|
|
|
|||
Vested
|
(556,632
|
)
|
|
60.30
|
|
|
|
|
|
|||
Forfeited
|
(116,585
|
)
|
|
74.18
|
|
|
|
|
|
|||
Nonvested, October 3, 2020
|
1,662,409
|
|
|
$
|
74.79
|
|
|
1.3
|
|
$
|
99
|
|
|
Number of Shares
|
|
|
Weighted
Average Grant-
Date Fair Value
Per Share
|
|
|
Weighted Average
Remaining
Contractual Life
(in Years)
|
|
Aggregate
Intrinsic Value
(in millions)
|
|
||
Nonvested, September 28, 2019
|
2,027,059
|
|
|
$
|
51.03
|
|
|
|
|
|
||
Granted
|
726,388
|
|
|
67.55
|
|
|
|
|
|
|||
Vested
|
(344,870
|
)
|
|
46.29
|
|
|
|
|
|
|||
Forfeited
|
(445,440
|
)
|
|
52.59
|
|
|
|
|
|
|||
Nonvested, October 3, 2020
|
1,963,137
|
|
|
$
|
57.62
|
|
|
1.2
|
|
$
|
116
|
|
|
Pension Benefits
|
|
Other Postretirement
|
||||||||||||||||||||
|
Qualified
|
|
Non-Qualified
|
|
Benefits
|
||||||||||||||||||
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
|
||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation at beginning of year
|
$
|
1,478
|
|
|
$
|
1,392
|
|
|
$
|
239
|
|
|
$
|
220
|
|
|
$
|
77
|
|
|
$
|
28
|
|
Service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|
2
|
|
||||||
Interest cost
|
14
|
|
|
56
|
|
|
8
|
|
|
9
|
|
|
1
|
|
|
1
|
|
||||||
Plan amendments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
4
|
|
||||||
Actuarial (gain)/loss
|
—
|
|
|
154
|
|
|
5
|
|
|
17
|
|
|
4
|
|
|
6
|
|
||||||
Benefits paid
|
(38
|
)
|
|
(77
|
)
|
|
(14
|
)
|
|
(12
|
)
|
|
(4
|
)
|
|
(4
|
)
|
||||||
Business Acquisition
|
—
|
|
|
2
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
13
|
|
||||||
Plan Terminations
|
(1,423
|
)
|
|
(49
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27
|
|
||||||
Benefit obligation at end of year
|
31
|
|
|
1,478
|
|
|
238
|
|
|
239
|
|
|
74
|
|
|
77
|
|
||||||
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at beginning of year
|
1,477
|
|
|
1,450
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Actual return on plan assets
|
(14
|
)
|
|
146
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Employer contributions
|
7
|
|
|
1
|
|
|
12
|
|
|
12
|
|
|
4
|
|
|
4
|
|
||||||
Benefits paid
|
(38
|
)
|
|
(77
|
)
|
|
(12
|
)
|
|
(12
|
)
|
|
(4
|
)
|
|
(4
|
)
|
||||||
Business Acquisition
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Plan Terminations
|
(1,397
|
)
|
|
(45
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Fair value of plan assets at end of year
|
35
|
|
|
1,477
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Funded status
|
$
|
4
|
|
|
$
|
(1
|
)
|
|
$
|
(238
|
)
|
|
$
|
(239
|
)
|
|
$
|
(74
|
)
|
|
$
|
(77
|
)
|
|
Pension Benefits
|
|
Other Postretirement
|
||||||||||||||||||||
|
Qualified
|
|
Non-Qualified
|
|
Benefits
|
||||||||||||||||||
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
|
||||||
Other assets
|
$
|
4
|
|
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other current liabilities
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
(12
|
)
|
|
(3
|
)
|
|
(3
|
)
|
||||||
Other liabilities
|
—
|
|
|
(17
|
)
|
|
(226
|
)
|
|
(227
|
)
|
|
(71
|
)
|
|
(74
|
)
|
||||||
Total assets (liabilities)
|
$
|
4
|
|
|
$
|
(1
|
)
|
|
$
|
(238
|
)
|
|
$
|
(239
|
)
|
|
$
|
(74
|
)
|
|
$
|
(77
|
)
|
|
Pension Benefits
|
|
Other Postretirement
|
||||||||||||||||||||
|
Qualified
|
|
Non-Qualified
|
|
Benefits
|
||||||||||||||||||
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
|
||||||
Accumulated other comprehensive (income)/loss:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Actuarial (gain) loss
|
$
|
4
|
|
|
$
|
(53
|
)
|
|
$
|
45
|
|
|
$
|
46
|
|
|
$
|
24
|
|
|
$
|
27
|
|
Prior service (credit) cost
|
—
|
|
|
—
|
|
|
3
|
|
|
4
|
|
|
(37
|
)
|
|
(42
|
)
|
||||||
Total accumulated other comprehensive (income)/loss:
|
$
|
4
|
|
|
$
|
(53
|
)
|
|
$
|
48
|
|
|
$
|
50
|
|
|
$
|
(13
|
)
|
|
$
|
(15
|
)
|
|
Pension Benefits
|
||||||||||||||
|
Qualified
|
|
Non-Qualified
|
||||||||||||
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
|
||||
Projected benefit obligation
|
$
|
—
|
|
|
$
|
381
|
|
|
$
|
238
|
|
|
$
|
239
|
|
Accumulated benefit obligation
|
—
|
|
|
381
|
|
|
238
|
|
|
239
|
|
||||
Fair value of plan assets
|
—
|
|
|
364
|
|
|
—
|
|
|
—
|
|
|
Pension Benefits
|
|
Other Postretirement
|
||||||||||||||||||||||||||||||||
|
Qualified
|
|
Non-Qualified
|
|
Benefits
|
||||||||||||||||||||||||||||||
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
7
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
1
|
|
Interest cost
|
14
|
|
|
56
|
|
|
55
|
|
|
8
|
|
|
9
|
|
|
8
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|||||||||
Expected return on plan assets
|
(17
|
)
|
|
(57
|
)
|
|
(62
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
(6
|
)
|
|
(2
|
)
|
|
(25
|
)
|
|||||||||
Recognized actuarial loss (gain), net
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
3
|
|
|
2
|
|
|
3
|
|
|
4
|
|
|
5
|
|
|
(5
|
)
|
|||||||||
Recognized settlement loss (gain)
|
(112
|
)
|
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net periodic benefit cost (credit)
|
$
|
(115
|
)
|
|
$
|
17
|
|
|
$
|
(6
|
)
|
|
$
|
12
|
|
|
$
|
13
|
|
|
$
|
19
|
|
|
$
|
1
|
|
|
$
|
6
|
|
|
$
|
(28
|
)
|
|
Pension Benefits
|
|
Other Postretirement
|
|||||||||||||||||||||||
|
Qualified
|
|
Non-Qualified
|
|
Benefits
|
|||||||||||||||||||||
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
Discount rate to determine net periodic benefit cost
|
3.23
|
%
|
|
4.26
|
%
|
|
3.85
|
%
|
|
3.19
|
%
|
|
4.31
|
%
|
|
3.88
|
%
|
|
2.68
|
%
|
|
3.99
|
%
|
|
3.39
|
%
|
Discount rate to determine benefit obligations
|
1.70
|
%
|
|
3.23
|
%
|
|
4.26
|
%
|
|
2.63
|
%
|
|
3.16
|
%
|
|
4.31
|
%
|
|
1.95
|
%
|
|
2.68
|
%
|
|
4.11
|
%
|
Rate of compensation increase
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
2.53
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Expected return on plan assets
|
3.50
|
%
|
|
3.50
|
%
|
|
4.20
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
Pension Benefits
|
|
Other Postretirement
|
||||||||
|
Qualified
|
|
Non-Qualified
|
|
Benefits
|
||||||
2021
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
4
|
|
2022
|
—
|
|
|
12
|
|
|
3
|
|
|||
2023
|
—
|
|
|
13
|
|
|
3
|
|
|||
2024
|
2
|
|
|
13
|
|
|
3
|
|
|||
2025
|
1
|
|
|
13
|
|
|
3
|
|
|||
2026-2030
|
3
|
|
|
63
|
|
|
10
|
|
|
|
|
PPA Zone Status
|
|
FIP/RP Status
|
|
Contributions
(in millions)
|
|
Surcharge Imposed
|
|
|
||||
Pension Fund Plan Name
|
EIN/Pension Plan Number
|
|
2020
|
|
2019
|
|
Implemented
|
2020
|
2019
|
2018
|
|
2020
|
|
Expiration Date of Collective Bargaining Agreement(a)
|
|
Bakery and Confectionery Union and Industry International Pension Fund
|
52-6118572/001
|
|
Red
|
|
Red
|
|
Nov 2012
|
|
$1
|
$1
|
$2
|
|
10%
|
|
2015-10-10
|
Pension Fund of Local 227
|
61-6054018/001
|
|
Green
|
|
Green
|
|
n/a
|
|
$—
|
$0.2
|
n/a
|
|
None
|
|
2023-11-08
|
Retail, Wholesale and Department Store International Union and Industry Pension Fund
|
63-0708442/001
|
|
Red
|
|
Red
|
|
Nov 2015
|
|
$—
|
$0.5
|
n/a
|
|
9%
|
|
2021-11-07
|
(a)
|
Renewal negotiations for the Bakery and Confectionery Union and Industry International Pension Fund are in progress.
|
|
2020
|
|
|
2019
|
|
||
Accumulated other comprehensive income (loss), net of taxes:
|
|
|
|
||||
Unrealized net hedging loss
|
$
|
(15
|
)
|
|
$
|
(24
|
)
|
Unrealized net gain (loss) on investments
|
2
|
|
|
1
|
|
||
Currency translation adjustment
|
(136
|
)
|
|
(107
|
)
|
||
Postretirement benefits reserve adjustments
|
(30
|
)
|
|
13
|
|
||
Total accumulated other comprehensive income (loss)
|
$
|
(179
|
)
|
|
$
|
(117
|
)
|
|
|
2020
|
|
2019
|
|
2018
|
||||||||||||||||||||||||
|
|
Before Tax
|
Tax
|
After Tax
|
|
Before Tax
|
Tax
|
After Tax
|
|
Before Tax
|
Tax
|
After Tax
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Derivatives accounted for as cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
(Gain) loss reclassified to interest expense
|
|
$
|
6
|
|
$
|
(2
|
)
|
$
|
4
|
|
|
$
|
1
|
|
$
|
—
|
|
$
|
1
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
(Gain) loss reclassified to cost of sales
|
|
24
|
|
(7
|
)
|
17
|
|
|
18
|
|
(5
|
)
|
13
|
|
|
12
|
|
(4
|
)
|
8
|
|
|||||||||
Unrealized gain (loss)
|
|
(17
|
)
|
5
|
|
(12
|
)
|
|
(39
|
)
|
10
|
|
(29
|
)
|
|
(20
|
)
|
5
|
|
(15
|
)
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Unrealized gain (loss)
|
|
1
|
|
—
|
|
1
|
|
|
3
|
|
(1
|
)
|
2
|
|
|
(2
|
)
|
1
|
|
(1
|
)
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Currency translation:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Translation adjustment
|
|
(29
|
)
|
—
|
|
(29
|
)
|
|
(23
|
)
|
—
|
|
(23
|
)
|
|
(38
|
)
|
2
|
|
(36
|
)
|
|||||||||
Translation loss reclassified to cost of sales
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
7
|
|
—
|
|
7
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Postretirement benefits:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Unrealized gain (loss)
|
|
1
|
|
—
|
|
1
|
|
|
(114
|
)
|
31
|
|
(83
|
)
|
|
(8
|
)
|
1
|
|
(7
|
)
|
|||||||||
Pension settlement reclassified to other (income) expense
|
|
(58
|
)
|
14
|
|
(44
|
)
|
|
23
|
|
(6
|
)
|
17
|
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Total other comprehensive income (loss)
|
|
$
|
(72
|
)
|
$
|
10
|
|
$
|
(62
|
)
|
|
$
|
(131
|
)
|
$
|
29
|
|
$
|
(102
|
)
|
|
$
|
(49
|
)
|
$
|
5
|
|
$
|
(44
|
)
|
|
Beef
|
|
|
Pork
|
|
|
Chicken
|
|
|
Prepared
Foods
|
|
|
International/Other
|
|
|
Intersegment
Sales
|
|
|
Consolidated
|
|
|||||||
Fiscal 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Sales
|
$
|
15,742
|
|
|
$
|
5,128
|
|
|
$
|
13,234
|
|
|
$
|
8,532
|
|
|
$
|
1,856
|
|
|
$
|
(1,307
|
)
|
|
$
|
43,185
|
|
Operating Income (Loss)
|
1,686
|
|
|
565
|
|
|
122
|
|
|
743
|
|
|
(2
|
)
|
|
|
|
3,114
|
|
||||||||
Total Other (Income) Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
344
|
|
|||||||||||||
Income before Income Taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
2,770
|
|
|||||||||||||
Depreciation and amortization
|
106
|
|
|
56
|
|
|
553
|
|
|
398
|
|
|
65
|
|
|
|
|
1,178
|
|
||||||||
Total Assets
|
3,508
|
|
|
1,516
|
|
|
11,028
|
|
|
14,883
|
|
|
3,806
|
|
|
|
|
34,741
|
|
||||||||
Additions to property, plant and equipment
|
219
|
|
|
117
|
|
|
577
|
|
|
211
|
|
|
75
|
|
|
|
|
1,199
|
|
||||||||
Fiscal 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Sales
|
$
|
15,828
|
|
|
$
|
4,932
|
|
|
$
|
13,300
|
|
|
$
|
8,418
|
|
|
$
|
1,289
|
|
|
$
|
(1,362
|
)
|
|
$
|
42,405
|
|
Operating Income (Loss)
|
1,107
|
|
|
263
|
|
|
621
|
|
|
843
|
|
|
(7
|
)
|
|
|
|
2,827
|
|
||||||||
Total Other (Income) Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
396
|
|
|||||||||||||
Income before Income Taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
2,431
|
|
|||||||||||||
Depreciation and amortization
|
97
|
|
|
47
|
|
|
513
|
|
|
397
|
|
|
32
|
|
|
|
|
1,086
|
|
||||||||
Total Assets
|
3,137
|
|
|
1,372
|
|
|
10,807
|
|
|
15,138
|
|
|
2,643
|
|
|
|
|
33,097
|
|
||||||||
Additions to property, plant and equipment
|
133
|
|
|
128
|
|
|
637
|
|
|
246
|
|
|
115
|
|
|
|
|
1,259
|
|
||||||||
Fiscal 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Sales
|
$
|
15,473
|
|
|
$
|
4,879
|
|
|
$
|
12,044
|
|
|
$
|
8,668
|
|
|
$
|
305
|
|
|
$
|
(1,317
|
)
|
|
$
|
40,052
|
|
Operating Income (Loss)
|
1,013
|
|
|
361
|
|
|
866
|
|
|
845
|
|
|
(53
|
)
|
|
|
|
3,032
|
|
||||||||
Total Other (Income) Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
287
|
|
|||||||||||||
Income before Income Taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
2,745
|
|
|||||||||||||
Depreciation and amortization
|
103
|
|
|
42
|
|
|
368
|
|
|
410
|
|
|
10
|
|
|
|
|
933
|
|
||||||||
Total Assets
|
3,061
|
|
|
1,265
|
|
|
8,794
|
|
|
15,063
|
|
|
926
|
|
|
|
|
29,109
|
|
||||||||
Additions to property, plant and equipment
|
107
|
|
|
150
|
|
|
570
|
|
|
228
|
|
|
145
|
|
|
|
|
1,200
|
|
|
Twelve months ended October 3, 2020
|
|
|||||||||||||||||||||
|
Retail(a)
|
|
|
Foodservice(b)
|
|
|
International(c)
|
|
|
Industrial and Other(d)
|
|
|
Intersegment
|
|
|
Total
|
|
||||||
Beef
|
$
|
8,155
|
|
|
$
|
3,669
|
|
|
$
|
2,183
|
|
|
$
|
1,345
|
|
|
$
|
390
|
|
|
$
|
15,742
|
|
Pork
|
1,590
|
|
|
403
|
|
|
1,026
|
|
|
1,244
|
|
|
865
|
|
|
5,128
|
|
||||||
Chicken
|
5,935
|
|
|
4,892
|
|
|
642
|
|
|
1,713
|
|
|
52
|
|
|
13,234
|
|
||||||
Prepared Foods
|
5,137
|
|
|
3,090
|
|
|
126
|
|
|
179
|
|
|
—
|
|
|
8,532
|
|
||||||
International/Other
|
—
|
|
|
—
|
|
|
1,856
|
|
|
—
|
|
|
—
|
|
|
1,856
|
|
||||||
Intersegment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,307
|
)
|
|
(1,307
|
)
|
||||||
Total
|
$
|
20,817
|
|
|
$
|
12,054
|
|
|
$
|
5,833
|
|
|
$
|
4,481
|
|
|
$
|
—
|
|
|
$
|
43,185
|
|
|
Twelve months ended September 28, 2019
|
|
|||||||||||||||||||||
|
Retail(a)
|
|
|
Foodservice(b)
|
|
|
International(c)
|
|
|
Industrial and Other(d)
|
|
|
Intersegment
|
|
|
Total
|
|
||||||
Beef
|
$
|
7,420
|
|
|
$
|
4,151
|
|
|
$
|
2,426
|
|
|
$
|
1,420
|
|
|
$
|
411
|
|
|
$
|
15,828
|
|
Pork
|
1,415
|
|
|
400
|
|
|
890
|
|
|
1,334
|
|
|
893
|
|
|
4,932
|
|
||||||
Chicken
|
5,637
|
|
|
5,138
|
|
|
690
|
|
|
1,777
|
|
|
58
|
|
|
13,300
|
|
||||||
Prepared Foods
|
4,793
|
|
|
3,270
|
|
|
104
|
|
|
251
|
|
|
—
|
|
|
8,418
|
|
||||||
International/Other
|
—
|
|
|
—
|
|
|
1,289
|
|
|
—
|
|
|
—
|
|
|
1,289
|
|
||||||
Intersegment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,362
|
)
|
|
(1,362
|
)
|
||||||
Total
|
$
|
19,265
|
|
|
$
|
12,959
|
|
|
$
|
5,399
|
|
|
$
|
4,782
|
|
|
$
|
—
|
|
|
$
|
42,405
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
Interest, net of amounts capitalized
|
$
|
536
|
|
|
$
|
419
|
|
|
$
|
368
|
|
Income taxes, net of refunds
|
511
|
|
|
557
|
|
|
470
|
|
|
Purchase Obligations
|
|
|
2021
|
$
|
2,371
|
|
2022
|
414
|
|
|
2023
|
253
|
|
|
2024
|
111
|
|
|
2025
|
79
|
|
|
2026 and beyond
|
152
|
|
|
Total
|
$
|
3,380
|
|
|
|
|
in millions, except per share data
|
|
|||||||||||
|
First
Quarter
|
|
|
Second
Quarter
|
|
|
Third
Quarter
|
|
|
Fourth
Quarter
|
|
||||
2020
|
|
|
|
|
|
|
|
||||||||
Sales
|
$
|
10,815
|
|
|
$
|
10,888
|
|
|
$
|
10,022
|
|
|
$
|
11,460
|
|
Gross profit
|
1,440
|
|
|
1,021
|
|
|
1,313
|
|
|
1,610
|
|
||||
Operating income
|
826
|
|
|
501
|
|
|
775
|
|
|
1,012
|
|
||||
Net income
|
561
|
|
|
367
|
|
|
527
|
|
|
695
|
|
||||
Net income attributable to Tyson
|
557
|
|
|
364
|
|
|
527
|
|
|
692
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income per share attributable to Tyson:
|
|
|
|
|
|
|
|
||||||||
Class A Basic
|
$
|
1.56
|
|
|
$
|
1.03
|
|
|
$
|
1.48
|
|
|
$
|
1.95
|
|
Class B Basic
|
$
|
1.40
|
|
|
$
|
0.92
|
|
|
$
|
1.33
|
|
|
$
|
1.76
|
|
Diluted
|
$
|
1.52
|
|
|
$
|
1.00
|
|
|
$
|
1.44
|
|
|
$
|
1.90
|
|
2019
|
|
|
|
|
|
|
|
||||||||
Sales
|
$
|
10,193
|
|
|
$
|
10,443
|
|
|
$
|
10,885
|
|
|
$
|
10,884
|
|
Gross profit
|
1,355
|
|
|
1,192
|
|
|
1,336
|
|
|
1,139
|
|
||||
Operating income
|
807
|
|
|
635
|
|
|
781
|
|
|
604
|
|
||||
Net income
|
552
|
|
|
430
|
|
|
681
|
|
|
372
|
|
||||
Net income attributable to Tyson
|
551
|
|
|
426
|
|
|
676
|
|
|
369
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income per share attributable to Tyson:
|
|
|
|
|
|
|
|
||||||||
Class A Basic
|
$
|
1.54
|
|
|
$
|
1.20
|
|
|
$
|
1.90
|
|
|
$
|
1.03
|
|
Class B Basic
|
$
|
1.39
|
|
|
$
|
1.07
|
|
|
$
|
1.71
|
|
|
$
|
0.93
|
|
Diluted
|
$
|
1.50
|
|
|
$
|
1.17
|
|
|
$
|
1.84
|
|
|
$
|
1.01
|
|
|
Equity Compensation Plan Information
|
||||||||
|
Number of
Securities to be
issued upon
exercise of
outstanding
options
|
|
|
Weighted
average
exercise price
of outstanding
options
|
|
|
Number of Securities remaining available for
future issuance under
equity compensation plans
(excluding Securities reflected
in the first column (a))
|
|
|
Equity compensation plans approved by security holders
|
5,951,473
|
|
|
$
|
62.86
|
|
|
29,205,597
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
5,951,473
|
|
|
$
|
62.86
|
|
|
29,205,597
|
|
(a)
|
The following documents are filed as a part of this report:
|
2.1
|
|
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
|
|
|
|
4.3
|
|
|
|
|
|
4.4
|
|
|
|
|
|
4.5
|
|
|
|
|
|
4.6
|
|
|
|
|
|
4.7
|
|
|
|
|
|
4.8
|
|
|
|
|
|
4.9
|
|
|
|
|
|
4.10
|
|
|
|
|
|
4.11
|
|
|
|
|
|
4.12
|
|
|
|
|
|
4.13
|
|
|
|
|
|
4.14
|
|
Indenture dated October 2, 1990, between Sara Lee Corporation and Continental Bank, N.A., as Trustee (the “Sara Lee Indenture”) (previously filed as Exhibit 4.1 to Amendment No. 1 to Registration Statement No. 33-33603 on Form S-3 by Sara Lee Corporation, predecessor in interest to The Hillshire Brands Company, filed with the Commission on October 5, 1990, and incorporated herein by reference).
|
|
|
|
4.15
|
|
|
|
|
|
4.16
|
|
|
|
|
|
4.17
|
|
|
|
|
|
4.18
|
|
|
|
|
|
4.19
|
|
|
|
|
|
4.20
|
|
|
|
|
|
4.21
|
|
|
|
|
|
4.22
|
|
|
|
|
|
4.23
|
|
|
|
|
|
4.24
|
|
|
|
|
|
4.25
|
|
|
|
|
|
4.26
|
|
|
|
|
|
4.27
|
|
|
|
|
|
4.28
|
|
|
|
|
|
4.29
|
|
|
|
|
|
4.30
|
|
|
|
|
|
4.31
|
|
|
|
|
|
4.32
|
|
|
|
|
|
4.33
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.3
|
*
|
|
|
|
|
10.4
|
*
|
|
|
|
|
10.5
|
*
|
|
|
|
|
10.6
|
*
|
|
|
|
|
10.7
|
*
|
|
|
|
|
10.8
|
*
|
|
|
|
|
10.9
|
*
|
|
|
|
|
10.10
|
*
|
|
|
|
|
10.11
|
**
|
|
|
|
|
10.12
|
*
|
|
|
|
|
10.13
|
*
**
|
|
|
|
|
10.14
|
*
|
|
|
|
|
10.15
|
*
|
|
|
|
|
10.16
|
*
|
|
|
|
|
10.17
|
*
|
|
|
|
|
10.18
|
*
|
|
|
|
|
10.19
|
*
|
|
|
|
|
10.20
|
*
|
|
|
|
|
10.21
|
*
|
|
|
|
|
10.22
|
*
|
|
|
|
|
10.23
|
*
|
|
|
|
|
10.24
|
*
|
|
|
|
|
10.25
|
*
|
|
|
|
|
10.26
|
*
|
|
|
|
|
10.27
|
*
|
|
|
|
|
10.28
|
*
|
|
|
|
|
10.29
|
*
|
|
|
|
|
10.30
|
*
|
|
|
|
|
10.31
|
*
|
|
|
|
|
10.32
|
*
|
|
|
|
|
10.33
|
*
|
|
|
|
|
10.34
|
*
|
|
|
|
|
10.35
|
*
|
|
|
|
|
10.36
|
*
|
|
|
|
|
10.37
|
*
|
|
|
|
|
10.38
|
*
|
|
|
|
|
10.39
|
*
|
|
|
|
|
10.40
|
*
|
|
|
|
|
10.41
|
*
|
|
|
|
|
10.42
|
*
|
|
|
|
|
10.43
|
*
|
|
|
|
|
10.44
|
*
|
|
|
|
|
10.45
|
*
|
|
|
|
|
10.46
|
*
|
|
|
|
|
10.47
|
*
|
|
|
|
|
10.48
|
*
|
|
|
|
|
10.49
|
*
|
|
|
|
|
10.50
|
*
|
|
|
|
|
10.51
|
*
|
|
|
|
|
10.52
|
*
|
|
|
|
|
10.53
|
*
|
|
|
|
|
10.54
|
*
|
|
|
|
|
10.55
|
*
|
|
|
|
|
10.56
|
*
|
|
|
|
|
10.57
|
*
|
|
|
|
|
10.58
|
*
|
|
|
|
|
10.59
|
*
|
|
|
|
|
10.60
|
*
|
|
|
|
|
10.61
|
*
|
|
|
|
|
10.62
|
*
|
|
|
|
|
10.63
|
*
|
|
|
|
|
10.64
|
*
|
|
|
|
|
10.65
|
*
|
|
|
|
|
10.66
|
*
|
|
|
|
|
10.67
|
*
|
|
|
|
|
10.68
|
*
|
|
|
|
|
10.69
|
*
|
|
|
|
|
10.70
|
*
|
|
|
|
|
10.71
|
*
|
|
|
|
|
10.72
|
*
|
|
|
|
|
10.73
|
*
|
|
|
|
|
10.74
|
*
|
|
|
|
|
10.75
|
*
|
|
|
|
|
10.76
|
*
|
|
|
|
|
10.77
|
*
|
|
|
|
|
10.78
|
*
|
|
|
|
|
10.79
|
*
|
|
|
|
|
10.80
|
*
|
|
|
|
|
10.81
|
*
|
|
|
|
|
10.82
|
*
|
|
|
|
|
10.83
|
*
|
|
|
|
|
10.84
|
*
|
|
|
|
|
10.85
|
*
|
|
|
|
|
10.86
|
*
|
|
|
|
|
21
|
**
|
|
|
|
|
23
|
**
|
|
|
|
|
31.1
|
**
|
|
|
|
|
31.2
|
**
|
|
|
|
|
32.1
|
***
|
|
|
|
|
32.2
|
***
|
|
|
|
|
101
|
|
The following financial information from our Annual Report on Form 10-K for the year ended October 3, 2020, formatted in iXBRL (inline eXtensible Business Reporting Language): (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Shareholders' Equity, (v) Consolidated Statements of Cash Flows, (vi) the Notes to Consolidated Financial Statements, and (vii) Financial Statement Schedule.
|
|
|
|
104
|
|
Cover Page Interactive Data File formatted in iXBRL.
|
|
|
|
*
|
|
Indicates a management contract or compensatory plan or arrangement.
|
**
|
|
Filed herewith
|
***
|
|
Furnished herewith
|
|
|
|
|
|
|
Three Years Ended October 3, 2020
|
|
||||||||||||||
|
|
|
|
Additions
|
|
|
|
|
|||||||||||||
in millions
|
|
Balance at
Beginning
of Period
|
|
|
Charged to
Costs and
Expenses
|
|
|
Charged to
Other
Accounts
|
|
|
(Deductions)
|
|
|
Balance at End
of Period
|
|
||||||
Allowance for Doubtful Accounts:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
2020
|
|
|
$
|
21
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
$
|
26
|
|
2019
|
|
|
19
|
|
|
4
|
|
|
—
|
|
|
(2
|
)
|
|
21
|
|
|||||
2018
|
|
|
34
|
|
|
3
|
|
|
—
|
|
|
(18
|
)
|
|
19
|
|
|||||
Inventory Lower of Cost or Net Realizable Value Allowance:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
2020
|
|
|
$
|
34
|
|
|
$
|
102
|
|
|
$
|
—
|
|
|
$
|
(109
|
)
|
|
$
|
27
|
|
2019
|
|
|
25
|
|
|
61
|
|
|
—
|
|
|
(52
|
)
|
|
34
|
|
|||||
2018
|
|
|
3
|
|
|
68
|
|
|
—
|
|
|
(46
|
)
|
|
25
|
|
|||||
Valuation Allowance on Deferred Tax Assets:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
2020
|
|
|
$
|
86
|
|
|
$
|
35
|
|
|
$
|
13
|
|
|
$
|
(7
|
)
|
|
$
|
127
|
|
2019
|
|
|
79
|
|
|
13
|
|
|
6
|
|
|
(12
|
)
|
|
86
|
|
|||||
2018
|
|
|
75
|
|
|
12
|
|
|
—
|
|
|
(8
|
)
|
|
79
|
|
|
TYSON FOODS, INC.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Stewart Glendinning
|
|
November 16, 2020
|
|
|
Stewart Glendinning
|
|
|
|
|
Executive Vice President and Chief
Financial Officer (Principal Financial Officer)
|
|
|
|
|
|
|
|
|
By:
|
/s/ Phillip W. Thomas
|
|
November 16, 2020
|
|
|
Phillip W. Thomas
|
|
|
|
|
Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Gaurdie E. Banister Jr.
|
|
Director
|
|
November 16, 2020
|
Gaurdie E. Banister Jr.
|
|
|
|
|
|
|
|
|
|
/s/ Les R. Baledge
|
|
Director
|
|
November 16, 2020
|
Les R. Baledge
|
|
|
|
|
|
|
|
|
|
/s/ Dean Banks
|
|
President and Chief Executive Officer
|
|
November 16, 2020
|
Dean Banks
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Mike Beebe
|
|
Director
|
|
November 16, 2020
|
Mike Beebe
|
|
|
|
|
|
|
|
|
|
/s/ David J. Bronczek
|
|
Director
|
|
November 16, 2020
|
David J. Bronczek
|
|
|
|
|
|
|
|
|
|
/s/ Mikel A. Durham
|
|
Director
|
|
November 16, 2020
|
Mikel A. Durham
|
|
|
|
|
|
|
|
|
|
/s/ Stewart Glendinning
|
|
Executive Vice President and Chief Financial Officer
|
|
November 16, 2020
|
Stewart Glendinning
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Jonathan D. Mariner
|
|
Director
|
|
November 16, 2020
|
Jonathan D. Mariner
|
|
|
|
|
|
|
|
|
|
/s/ Kevin M. McNamara
|
|
Vice Chairman of the Board of Directors
|
|
November 16, 2020
|
Kevin M. McNamara
|
|
|
|
|
|
|
|
|
|
/s/ Cheryl S. Miller
|
|
Director
|
|
November 16, 2020
|
Cheryl S. Miller
|
|
|
|
|
|
|
|
|
|
/s/ Jeffrey K. Schomburger
|
|
Director
|
|
November 16, 2020
|
Jeffrey K. Schomburger
|
|
|
|
|
|
|
|
|
|
/s/ Phillip W. Thomas
|
|
Vice President, Controller and Chief Accounting Officer
|
|
November 16, 2020
|
Phillip W. Thomas
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Robert C. Thurber
|
|
Director
|
|
November 16, 2020
|
Robert C. Thurber
|
|
|
|
|
|
|
|
|
|
/s/ Barbara A. Tyson
|
|
Director
|
|
November 16, 2020
|
Barbara A. Tyson
|
|
|
|
|
|
|
|
|
|
/s/ John Tyson
|
|
Chairman of the Board of Directors
|
|
November 16, 2020
|
John Tyson
|
|
|
|
|
|
|
|
|
|
/s/ Noel White
|
|
Executive Vice Chairman of the Board of Directors
|
|
November 16, 2020
|
Noel White
|
|
|
|
|
•
|
Post-offer drug screen;
|
•
|
Provision of the documents necessary to establish your identification and work eligibility under the Immigration Control and Reform Act of 1986;
|
•
|
Non-Competition and Non-Solicitation Agreement (enclosed), as accepted and agreed to by you without any modification to its covenants and provisions; and
|
•
|
Background investigation and/or credit check, if required for your position. You will be provided with additional documentation to complete if either or both of these requirements apply to you.
|
1.
|
Base Salary: You will receive an annual base salary of $625,000 and you will be paid biweekly. Your job is exempt from minimum wage and overtime obligations under the Fair Labor Standards Act.
|
2.
|
Annual Cash Incentive: You will be eligible to participate in Tyson Foods, Inc. Annual Incentive Plan beginning with the FY21 performance period. The current target annual incentive for your role is 110% of your base salary. Annual incentive payments are made under the plan then in effect, and subject to the discretion of senior management along with an assessment of company, business unit/function, and individual performance. You must be an active Tyson Foods employee on the payment date to receive any payout.
|
3.
|
Sign-on Payment: As part of your acceptance of employment with Tyson Foods, you will receive a sign-on payment of $175,000 (less taxes and other applicable withholdings). In consideration of your sign-on payment, you agree and promise to repay Tyson Foods 100% of your sign-on payment amount if you 1) resign or voluntarily terminate employment with Tyson Foods prior to reaching the 12-month anniversary of your start date, or 2) do not relocate to Northwest Arkansas within 12 months from your start date.
|
4.
|
Long Term Stock Incentive: You are eligible to participate in the Tyson Foods long-term incentive (LTI) program. If your start date falls on or before October 3, 2020, you will be eligible to participate in the next annual grant which is expected to occur in November 2020. The current LTI target award for your role is $1,500,000 with a mix of non-qualified stock options, restricted stock and performance shares. All award grants will follow the normal program guidelines and mix aligned with your role in the organization at the time of the grant and are made at the discretion of the company.
|
5.
|
Stock Purchase Plan: Upon reaching your benefits effective date, you will be eligible to participate in the Tyson Foods, Inc. Employee Stock Purchase Plan. You may contribute (on an after-tax basis) up to 20% of your base salary to this plan. After one year of service, Tyson Foods will match 25% of the first 10% of base salary you contribute. This plan provides for 100% immediate vesting of both your contributions and the company match.
|
6.
|
Retirement Savings Plan - 401(k): Upon reaching your benefits effective date, you will be eligible to participate in the 401(k) Retirement Savings Plan of Tyson Foods, Inc. After one year of service, Tyson Foods will match 100% of the first 3% you contribute and 50% of the next 2% you contribute. You may contribute up to 60% of your eligible compensation to this plan until your contributions for the year reach the IRS maximum contribution or maximum compensation limits. This plan provides for 100% immediate vesting of both your contributions and the company match.
|
7.
|
Executive Savings Plan: If you are projected to reach the maximum IRS contribution limits in the Retirement Savings Plan (based on your contribution election to that plan) you can then begin deferring up to 60% of base pay into the Executive Savings Plan of Tyson Foods, a non-qualified deferred compensation plan. This plan is available to highly compensated employees, as defined by IRS regulations, and is available to those who wish to defer additional dollars over and above the IRS limits for qualified plans. You may also defer up to 100% of your annual cash incentive to the plan. All deferrals and payout elections must be elected during the annual election period each December prior to the deferral year. This plan provides company matching contributions in the same manner as the RSP. Additionally, as a member of the Executive Leadership Team, the Executive Savings Plan provides a 4% of your salary and AIP, as they are paid, contribution to your account.
|
8.
|
COBRA: If you elected COBRA continuation coverage through your former employer’s plan(s), Tyson Foods will reimburse you for any premium costs you incur for such coverage until you reach your benefits effective date. The reimbursements will be tax protected at the supplemental tax rates for each taxing jurisdiction. You will be required to provide confirmation of coverage, proof of payment, and the time period covered to Tyson’s Corporate Payroll Department in order to receive your reimbursement. In consideration of the reimbursements, you agree and promise to repay Tyson Foods 100% of the aggregate reimbursement amount you received if you resign or voluntarily terminate employment with Tyson Foods prior to reaching the one-year anniversary of your start date. Your repayment must be received by Tyson Foods within sixty (60) days of your termination date with Tyson Foods. If you fail to repay the aggregate reimbursement amount in full by the deadline, you also agree to pay all reasonable costs and expenses, including but not limited to reasonable attorney’s fees and court costs, which are incurred by Tyson Foods to enforce its rights to repayment.
|
9.
|
Employee Health, Life and LTD Benefits: Upon reaching your benefits effective date, you and your eligible dependents will be able to participate in the Tyson Foods, Inc. Group Health Plan, including medical, dental, vision, and prescription drug coverage. Your premium amount will be deducted from your payroll check on a pre-tax basis. At the time you enroll in the plan, you will also be enrolled in company-paid life insurance and the accidental death and dismemberment plans, each in the amount of one (1) times your annual salary. You will also participate in the company-paid Executive long-term disability insurance program which provides a tax-free benefit of 60% (up to plan limits) of the sum of the following: base pay, most recent annual cash incentive payment, and value of your most recent annual LTI grant.
|
10.
|
Officer Life Benefits: Upon reaching your benefits effective date, you will be eligible for additional company-paid life insurance in the amount of two (2) times your annual base salary (subject to limitations in accordance with the plan). This is in addition to the one (1) times annual salary life under the Group Life Plan.
|
11.
|
Executive Rewards Allowance: Upon hire you will be eligible for the Executive Rewards Allowance, which will provide you an annual cash allowance of $12,000 (paid $461.54 each pay period), prorated based on your start date. The allowance is an additional fringe benefit provided in recognition of the unique needs of an executive level team member beyond the core benefits package. The allowance is taxable income and can be used at your discretion to fund an array of items based upon the needs of you and your family (for example, financial and estate planning, executive physical, cell phone, etc.). There are no claims forms to remit or file.
|
12.
|
Vacation: You will receive four (4) weeks of vacation upon reaching your benefits effective date, then four (4) weeks on your annual service anniversary date thereafter.
|
13.
|
Relocation and Temporary Living. The company agrees to pay the reasonable expenses of relocation to the area of your principal office location according to the Company Relocation Policy.
|
14.
|
Start Date: This will be a mutually agreed upon date and time by the hiring manager and you; provided that, all contingencies and requirements described in this offer letter must be completed (as determined by Tyson Foods) before your employment may commence.
|
Name:
|
John H. Tyson
|
SUBSIDIARIES*
|
PLACE OF INCORPORATION
|
Advance Food Company, LLC
|
Oklahoma
|
AdvancePierre Foods Holdings, Inc.
|
Delaware
|
AdvancePierre Foods, Inc.
|
Delaware
|
Aidells Sausage Company, Inc.
|
Delaware
|
Allied Specialty Foods, Inc.
|
Pennsylvania
|
APF Legacy Subs, LLC
|
Ohio
|
Artisan Bread Co., LLC
|
North Carolina
|
Australian Food Corporation Pty Limited
|
Australia
|
Australian Food Corporation Trust
|
Australia
|
Barber Foods, LLC
|
Maine
|
Bryan Foods, Inc.
|
Delaware
|
C.S. Grain, LLC
|
Delaware
|
C.V. Holdings, Inc.
|
Philippines
|
CBFA Management Corp.
|
Delaware
|
Central Industries, Inc.
|
Mississippi
|
Chefs Pantry, LLC
|
Ohio
|
Clovervale Farms, LLC
|
Ohio
|
Cobb (Hubei) Breeding Co., Ltd.
|
China
|
Cobb (Shanghai) Enterprise Management Consulting Co., Ltd.
|
China
|
Cobb Ana Damizlik Tavukculuk Sanayi Ve Ticaret Limited Sirketi (Cobb Turkey)
|
Turkey
|
Cobb Columbia S.A.S.
|
Columbia
|
Cobb Europe B.V.
|
Netherlands
|
Cobb Europe Limited
|
United Kingdom
|
Cobb Peru (Andina) S.A.C.
|
Peru
|
Cobb-Heritage, LLC
|
Delaware
|
Cobb-Vantress Brasil, Ltda
|
Brazil
|
Cobb-Vantress New Zealand Limited
|
New Zealand
|
Cobb-Vantress Philippines, Inc.
|
Tanay, Rizal
|
Cobb-Vantress, Inc.
|
Delaware
|
Coominya AFC Pty Limited
|
Australia
|
Coominya AFC Trust
|
Australia
|
DFG Foods, Inc.
|
Delaware
|
DFG Foods, L.L.C.
|
Oklahoma
|
Egbert LLC
|
Delaware
|
Equity Group - Georgia Division LLC
|
Delaware
|
Equity Group - Kentucky Division LLC
|
Delaware
|
Equity Group Eufaula Division, LLC
|
Delaware
|
Equity Meat Corp.
|
Pennsylvania
|
Flavor Corp.
|
Delaware
|
Flavor Holdings, Inc.
|
Delaware
|
Foodbrands America, Inc.
|
Delaware
|
Foodbrands Supply Chain Services, Inc.
|
Delaware
|
Gallo Salame, Inc.
|
California
|
Global Employment Services, Inc.
|
Delaware
|
Grow-Out Credit LLC
|
Delaware
|
Grow-Out Holdings LLC
|
Delaware
|
Haimen Tyson Poultry Development Co., Ltd
|
China
|
Hudson Midwest Foods, Inc.
|
Nebraska
|
Hybro Genetics Brasil Ltda
|
Brazil
|
IBP Caribbean, Inc.
|
Cayman Islands
|
IBP Foodservice, L.L.C.
|
Delaware
|
International Affiliates & Investment LLC
|
Delaware
|
Jiangsu Tyson Foods Co., Ltd
|
China
|
Keydutch Finance B.V.
|
Netherlands
|
Keydutch Holdings I LLC
|
Delaware
|
Keydutch Holdings II LLC
|
Delaware
|
Keydutch Investments B.V.
|
Netherlands
|
Keystone CLJV Holdings Limited
|
Hong Kong
|
Keystone County House Road, LLC
|
Delaware
|
Keystone Foods (AP) Limited
|
Hong Kong
|
Keystone Foods Holdco LLC
|
Delaware
|
Keystone Foods Intermediate LLC
|
Delaware
|
Keystone Foods LLC
|
Delaware
|
Keystone Foods Pty Limited
|
Australia
|
Keystone Management, Inc.
|
Delaware
|
Keystone Trading (Shanghai) Company Limited
|
China
|
LD Foods LLC
|
Delaware
|
M & M Express, LLC
|
Delaware
|
M&M Restaurant Supply (MI/OH), LLC
|
Delaware
|
Mac Food Services (Malaysia) SDN. BHD.
|
Malaysia
|
Madison Foods, Inc.
|
Delaware
|
McKey Food Services (Hong Kong) Limited
|
Hong Kong
|
McKey Food Services (Shandong) Limited
|
China
|
McKey Food Services (Thailand) Limited
|
Thailand
|
McKey Food Services Limited
|
China
|
McKey Luxembourg Holdings APMEA S.a.r.l.
|
Luxembourg
|
McKey Luxembourg Holdings S.a.r.l.
|
Luxembourg
|
McKey Luxembourg S.a.r.l.
|
Luxembourg
|
McKey VI Holdings Limited
|
Hong Kong
|
MFG (USA) Holdings, Inc.
|
Delaware
|
Myung Seung Food Company Ltd.
|
Korea
|
National Comp Care, Inc.
|
Delaware
|
New Canada Holdings, Inc.
|
Delaware
|
Oaklawn Capital Corporation
|
Delaware
|
Oaklawn IT Solution Private Limited
|
Maharashtra State
|
Original Philly Holdings, Inc.
|
Pennsylvania
|
PBX, inc.
|
Delaware
|
Pierre Holdco, Inc.
|
Delaware
|
River Valley Ingredients, LLC
|
Delaware
|
Rizhao Tyson Foods Co., Ltd
|
China
|
Rizhao Tyson Poultry Co., Ltd
|
China
|
Rural Energy Systems, Inc.
|
Delaware
|
Sara Lee - Kiwi Holdings, LLC
|
Delaware
|
Sara Lee Diversified, LLC
|
Delaware
|
Sara Lee Foods, LLC
|
Delaware
|
Sara Lee Household & Body Care Malawi Ltd.
|
Malawi
|
Sara Lee International LLC
|
Delaware
|
Sara Lee International TM Holdings LLC
|
Delaware
|
Sara Lee Mexicana Holdings Investment, L.L.C.
|
Delaware
|
Sara Lee TM Holdings LLC
|
Delaware
|
Sara Lee Trademark Holdings Australasia LLC
|
Delaware
|
Saramar, L.L.C.
|
Delaware
|
Shandong Tyson-Da Long Food Company Limited
|
China
|
Southern Family Foods, L.L.C.
|
Delaware
|
Southwest Products, LLC
|
Delaware
|
Tecumseh Poultry LLC
|
Nebraska
|
Texas Transfer, Inc.
|
Texas
|
TF 20 B.V.
|
Netherlands
|
TF 5201 B.V.
|
Netherlands
|
TFA Leasing, LLC
|
Delaware
|
TFA Opportunity Zone Fund, LLC
|
Delaware
|
TFI of California, Inc.
|
California
|
The Bruss Company
|
Illinois
|
The Hillshire Brands Company
|
Maryland
|
The IBP Foods Co.
|
Delaware
|
The Pork Group, Inc.
|
Delaware
|
TyNet Corporation
|
Delaware
|
Tyson (Shanghai) Enterprise Management Consulting Co. Ltd.
|
China
|
Tyson Americas Holding Sárl
|
Luxembourg
|
Tyson Asia Pacific Pte. Ltd.
|
Singapore
|
Tyson Breeders, Inc.
|
Delaware
|
Tyson Chicken, Inc.
|
Delaware
|
Tyson China Holding 2 Limited
|
Hong Kong
|
Tyson China Holding 3 Limited
|
Hong Kong
|
Tyson China Holding Limited
|
Hong Kong
|
Tyson Deli, Inc.
|
Delaware
|
Tyson Europe Holding Company
|
Nova Scotia
|
Tyson Farms QOZB, LLC
|
Delaware
|
Tyson Farms, Inc.
|
North Carolina
|
Tyson Foods Brasil Investimentos Ltda.
|
Brazil
|
Tyson Foods Canada Inc. (Les Aliments Tyson Canada Inc.)
|
Ontario
|
Tyson Foods Europe (Netherlands) B.V.
|
Netherlands
|
Tyson Foods Europe GmbH
|
Austria
|
Tyson Foods France S.A.R.L.
|
France
|
Tyson Foods Germany GmbH
|
Germany
|
Tyson Foods Group Limited
|
England
|
Tyson Foods Holland B.V.
|
Netherlands
|
Tyson Foods Huadong Development Co., Ltd (Tyson Foods East China Development Co., Ltd)
|
China
|
Tyson Foods Iberia Alimentos, S.L.U.
|
Spain
|
Tyson Foods Italia S.p.A.
|
Italy
|
Tyson Foods Korea
|
Korea
|
Tyson Foods Netherlands B.V.
|
Netherlands
|
Tyson Foods oosterwolde B.V.
|
Netherlands
|
Tyson Foods Products Limited
|
England
|
Tyson Foods Scotland Europe Limited
|
Scotland
|
Tyson Foods Scotland Sales (Europe) Limited
|
Scotland
|
Tyson Foods UK Limited
|
England
|
Tyson Foods Wrexham Limited
|
England
|
Tyson Fresh Meats Sales and Distribution, LLC
|
Delaware
|
Tyson Fresh Meats, Inc.
|
Delaware
|
Tyson Global Holding Sárl
|
Luxembourg
|
Tyson Hog Markets, Inc.
|
Delaware
|
Tyson India Holdings Ltd.
|
Mauritius
|
Tyson International APAC Ltd.
|
Bangkok
|
Tyson International Company, Ltd.
|
Bermuda
|
Tyson International Holding Company
|
Delaware
|
Tyson International Holding Sárl
|
Luxembourg
|
Tyson International Service Center, Inc.
|
Delaware
|
Tyson International Service Center, Inc. Asia
|
Delaware
|
Tyson International Service Center, Inc. Europe
|
Delaware
|
Tyson Mexican Original, Inc.
|
Delaware
|
Tyson Mexico Trading Company S. de R.L. de CV.
|
Mexico
|
Tyson New Ventures, LLC
|
Delaware
|
Tyson of Wisconsin, LLC
|
Delaware
|
Tyson Opportunity Zone Fund, LLC
|
Delaware
|
Tyson Pet Products, Inc.
|
Delaware
|
Tyson Poultry, Inc.
|
Delaware
|
Tyson Prepared Foods, Inc.
|
Delaware
|
Tyson Processing Services, Inc.
|
Delaware
|
Tyson Refrigerated Processed Meats, Inc.
|
Delaware
|
Tyson Sales and Distribution, Inc.
|
Delaware
|
Tyson Service Center Corp.
|
Delaware
|
Tyson Shared Services, Inc.
|
Delaware
|
Tyson Storm Lake Holdings, LLC
|
Delaware
|
Tyson Warehousing Services, LLC
|
Delaware
|
Uninex SA
|
Uruguay
|
Universal Meats (UK) Limited
|
England
|
WBA Analytical Laboratories, Inc.
|
Delaware
|
Wilton Foods, Inc.
|
New York
|
Xamol Consultores e Servicos, Unipessoal Lta.
|
Portugal
|
Zemco Industries, Inc.
|
Delaware
|
/s/ Dean Banks
|
|
Dean Banks
|
|
President and Chief Executive Officer
|
|
/s/ Stewart Glendinning
|
|
Stewart Glendinning
|
|
Executive Vice President and Chief Financial Officer
|
|
/s/ Dean Banks
|
|
Dean Banks
|
|
President and Chief Executive Officer
|
|
|
|
November 16, 2020
|
|
/s/ Stewart Glendinning
|
|
Stewart Glendinning
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
November 16, 2020
|
|