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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Tyson Foods | NYSE:TSN | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.49 | 0.80% | 61.44 | 61.46 | 60.80 | 61.21 | 1,535,283 | 19:42:26 |
☒
|
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
☐
|
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
Delaware
|
|
71-0225165
|
|
|||
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|||
|
|
|
|
|
|
|
|
|
2200 West Don Tyson Parkway,
|
|
|
|
|
|
|
|
Springdale,
|
Arkansas
|
|
72762-6999
|
|
||
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
|
|||
|
|
(479)
|
290-4000
|
|
|
|
|
(Registrant’s telephone number, including area code)
|
Title of Each Class
|
Trading Symbol
|
Name of Each Exchange on Which Registered
|
||
Class A Common Stock
|
Par Value
|
$0.10
|
TSN
|
New York Stock Exchange
|
Large Accelerated Filer
|
|
☒
|
|
Accelerated Filer
|
|
☐
|
Non-Accelerated Filer
|
|
☐
|
|
Smaller Reporting Company
|
|
☐
|
|
|
|
|
Emerging Growth Company
|
|
☐
|
Class
|
|
Outstanding Shares
|
|
Class A Common Stock, $0.10 Par Value (Class A stock)
|
|
294,309,781
|
|
Class B Common Stock, $0.10 Par Value (Class B stock)
|
|
70,010,355
|
|
|
|
PAGE
|
Item 1.
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
Item 1.
|
||
|
|
|
Item 1A.
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
Item 5.
|
||
|
|
|
Item 6.
|
||
|
|
|
Item 1.
|
Financial Statements
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||||
|
March 28, 2020
|
|
March 30, 2019
|
March 28, 2020
|
|
March 30, 2019
|
||||||||
Sales
|
$
|
10,888
|
|
|
$
|
10,443
|
|
$
|
21,703
|
|
|
$
|
20,636
|
|
Cost of Sales
|
9,867
|
|
|
9,251
|
|
19,242
|
|
|
18,089
|
|
||||
Gross Profit
|
1,021
|
|
|
1,192
|
|
2,461
|
|
|
2,547
|
|
||||
Selling, General and Administrative
|
520
|
|
|
557
|
|
1,134
|
|
|
1,105
|
|
||||
Operating Income
|
501
|
|
|
635
|
|
1,327
|
|
|
1,442
|
|
||||
Other (Income) Expense:
|
|
|
|
|
|
|
||||||||
Interest income
|
(3
|
)
|
|
(5
|
)
|
(6
|
)
|
|
(7
|
)
|
||||
Interest expense
|
119
|
|
|
119
|
|
239
|
|
|
218
|
|
||||
Other, net
|
(106
|
)
|
|
(7
|
)
|
(122
|
)
|
|
(10
|
)
|
||||
Total Other (Income) Expense
|
10
|
|
|
107
|
|
111
|
|
|
201
|
|
||||
Income before Income Taxes
|
491
|
|
|
528
|
|
1,216
|
|
|
1,241
|
|
||||
Income Tax Expense
|
124
|
|
|
98
|
|
288
|
|
|
259
|
|
||||
Net Income
|
367
|
|
|
430
|
|
928
|
|
|
982
|
|
||||
Less: Net Income Attributable to Noncontrolling Interests
|
3
|
|
|
4
|
|
7
|
|
|
5
|
|
||||
Net Income Attributable to Tyson
|
$
|
364
|
|
|
$
|
426
|
|
$
|
921
|
|
|
$
|
977
|
|
Weighted Average Shares Outstanding:
|
|
|
|
|
|
|
||||||||
Class A Basic
|
293
|
|
|
294
|
|
293
|
|
|
294
|
|
||||
Class B Basic
|
70
|
|
|
70
|
|
70
|
|
|
70
|
|
||||
Diluted
|
365
|
|
|
366
|
|
366
|
|
|
366
|
|
||||
Net Income Per Share Attributable to Tyson:
|
|
|
|
|
|
|
||||||||
Class A Basic
|
$
|
1.03
|
|
|
$
|
1.20
|
|
$
|
2.59
|
|
|
$
|
2.74
|
|
Class B Basic
|
$
|
0.92
|
|
|
$
|
1.07
|
|
$
|
2.32
|
|
|
$
|
2.46
|
|
Diluted
|
$
|
1.00
|
|
|
$
|
1.17
|
|
$
|
2.52
|
|
|
$
|
2.67
|
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||||
|
March 28, 2020
|
|
March 30, 2019
|
March 28, 2020
|
|
March 30, 2019
|
||||||||
Net Income
|
$
|
367
|
|
|
$
|
430
|
|
$
|
928
|
|
|
$
|
982
|
|
Other Comprehensive Income (Loss), Net of Taxes:
|
|
|
|
|
|
|
||||||||
Derivatives accounted for as cash flow hedges
|
(5
|
)
|
|
(3
|
)
|
(2
|
)
|
|
(12
|
)
|
||||
Investments
|
—
|
|
|
—
|
|
—
|
|
|
1
|
|
||||
Currency translation
|
(104
|
)
|
|
25
|
|
(69
|
)
|
|
33
|
|
||||
Postretirement benefits
|
(42
|
)
|
|
—
|
|
(42
|
)
|
|
(3
|
)
|
||||
Total Other Comprehensive Income (Loss), Net of Taxes
|
(151
|
)
|
|
22
|
|
(113
|
)
|
|
19
|
|
||||
Comprehensive Income
|
216
|
|
|
452
|
|
815
|
|
|
1,001
|
|
||||
Less: Comprehensive Income Attributable to Noncontrolling Interests
|
3
|
|
|
4
|
|
7
|
|
|
5
|
|
||||
Comprehensive Income Attributable to Tyson
|
$
|
213
|
|
|
$
|
448
|
|
$
|
808
|
|
|
$
|
996
|
|
|
March 28, 2020
|
|
September 28, 2019
|
||||
Assets
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
437
|
|
|
$
|
484
|
|
Accounts receivable, net
|
2,248
|
|
|
2,173
|
|
||
Inventories
|
4,025
|
|
|
4,108
|
|
||
Other current assets
|
389
|
|
|
404
|
|
||
Total Current Assets
|
7,099
|
|
|
7,169
|
|
||
Net Property, Plant and Equipment
|
7,464
|
|
|
7,282
|
|
||
Goodwill
|
10,847
|
|
|
10,844
|
|
||
Intangible Assets, net
|
6,898
|
|
|
7,037
|
|
||
Other Assets
|
1,582
|
|
|
765
|
|
||
Total Assets
|
$
|
33,890
|
|
|
$
|
33,097
|
|
|
|
|
|
||||
Liabilities and Shareholders’ Equity
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Current debt
|
$
|
1,142
|
|
|
$
|
2,102
|
|
Accounts payable
|
1,742
|
|
|
1,926
|
|
||
Other current liabilities
|
1,522
|
|
|
1,485
|
|
||
Total Current Liabilities
|
4,406
|
|
|
5,513
|
|
||
Long-Term Debt
|
10,978
|
|
|
9,830
|
|
||
Deferred Income Taxes
|
2,384
|
|
|
2,356
|
|
||
Other Liabilities
|
1,528
|
|
|
1,172
|
|
||
Commitments and Contingencies (Note 18)
|
|
|
|
||||
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
|
4,378
|
|
|
4,378
|
|
||
Retained earnings
|
14,392
|
|
|
13,787
|
|
||
Accumulated other comprehensive gain (loss)
|
(230
|
)
|
|
(117
|
)
|
||
Treasury stock, at cost – 83 million shares at March 28, 2020 and 82 million shares at September 28, 2019
|
(4,136
|
)
|
|
(4,011
|
)
|
||
Total Tyson Shareholders’ Equity
|
14,449
|
|
|
14,082
|
|
||
Noncontrolling Interests
|
145
|
|
|
144
|
|
||
Total Shareholders’ Equity
|
14,594
|
|
|
14,226
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
33,890
|
|
|
$
|
33,097
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||
|
March 28, 2020
|
|
March 30, 2019
|
|
March 28, 2020
|
|
March 30, 2019
|
||||||||||||||||
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
||||
Class A Common Stock:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning and end of period
|
378
|
|
$
|
38
|
|
|
378
|
|
$
|
38
|
|
|
378
|
|
$
|
38
|
|
|
378
|
|
$
|
38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Class B Common Stock:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning and end of period
|
70
|
|
7
|
|
|
70
|
|
7
|
|
|
70
|
|
7
|
|
|
70
|
|
7
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital in Excess of Par Value:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning of period
|
|
4,354
|
|
|
|
4,332
|
|
|
|
4,378
|
|
|
|
4,387
|
|
||||||||
Stock-based compensation
|
|
24
|
|
|
|
18
|
|
|
|
—
|
|
|
|
(37
|
)
|
||||||||
Balance at end of period
|
|
4,378
|
|
|
|
4,350
|
|
|
|
4,378
|
|
|
|
4,350
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Retained Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning of period
|
|
14,178
|
|
|
|
12,719
|
|
|
|
13,787
|
|
|
|
12,329
|
|
||||||||
Net income attributable to Tyson
|
|
364
|
|
|
|
426
|
|
|
|
921
|
|
|
|
977
|
|
||||||||
Dividends
|
|
(150
|
)
|
|
|
(133
|
)
|
|
|
(316
|
)
|
|
|
(294
|
)
|
||||||||
Balance at end of period
|
|
14,392
|
|
|
|
13,012
|
|
|
|
14,392
|
|
|
|
13,012
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning of period
|
|
(79
|
)
|
|
|
(18
|
)
|
|
|
(117
|
)
|
|
|
(15
|
)
|
||||||||
Other comprehensive income (loss)
|
|
(151
|
)
|
|
|
22
|
|
|
|
(113
|
)
|
|
|
19
|
|
||||||||
Balance at end of period
|
|
(230
|
)
|
|
|
4
|
|
|
|
(230
|
)
|
|
|
4
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Treasury Stock:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning of period
|
83
|
|
(4,079
|
)
|
|
82
|
|
(3,951
|
)
|
|
82
|
|
(4,011
|
)
|
|
82
|
|
(3,943
|
)
|
||||
Purchase of Class A common stock
|
—
|
|
(64
|
)
|
|
1
|
|
(63
|
)
|
|
2
|
|
(196
|
)
|
|
2
|
|
(146
|
)
|
||||
Stock-based compensation
|
—
|
|
7
|
|
|
—
|
|
26
|
|
|
(1
|
)
|
71
|
|
|
(1
|
)
|
101
|
|
||||
Balance at end of period
|
83
|
|
(4,136
|
)
|
|
83
|
|
(3,988
|
)
|
|
83
|
|
(4,136
|
)
|
|
83
|
|
(3,988
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total Shareholders’ Equity Attributable to Tyson
|
|
$
|
14,449
|
|
|
|
|
$
|
13,423
|
|
|
|
|
$
|
14,449
|
|
|
|
$
|
13,423
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity Attributable to Noncontrolling Interests:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning of period
|
|
$
|
147
|
|
|
|
$
|
132
|
|
|
|
$
|
144
|
|
|
|
$
|
8
|
|
||||
Net income attributable to noncontrolling interests
|
|
3
|
|
|
|
4
|
|
|
|
7
|
|
|
|
5
|
|
||||||||
Business combination and other
|
|
(5
|
)
|
|
|
(1
|
)
|
|
|
(6
|
)
|
|
|
122
|
|
||||||||
Total Equity Attributable to Noncontrolling Interests
|
|
$
|
145
|
|
|
|
$
|
135
|
|
|
|
$
|
145
|
|
|
|
$
|
135
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total Shareholders’ Equity
|
|
$
|
14,594
|
|
|
|
$
|
13,558
|
|
|
|
$
|
14,594
|
|
|
|
$
|
13,558
|
|
|
Six Months Ended
|
||||||
|
March 28, 2020
|
|
March 30, 2019
|
||||
Cash Flows From Operating Activities:
|
|
|
|
||||
Net income
|
$
|
928
|
|
|
$
|
982
|
|
Depreciation and amortization
|
581
|
|
|
523
|
|
||
Deferred income taxes
|
46
|
|
|
4
|
|
||
Other, net
|
(35
|
)
|
|
69
|
|
||
Net changes in operating assets and liabilities
|
(260
|
)
|
|
(639
|
)
|
||
Cash Provided by Operating Activities
|
1,260
|
|
|
939
|
|
||
Cash Flows From Investing Activities:
|
|
|
|
||||
Additions to property, plant and equipment
|
(624
|
)
|
|
(656
|
)
|
||
Purchases of marketable securities
|
(48
|
)
|
|
(30
|
)
|
||
Proceeds from sale of marketable securities
|
31
|
|
|
29
|
|
||
Acquisitions, net of cash acquired
|
—
|
|
|
(2,141
|
)
|
||
Proceeds from sale of business
|
29
|
|
|
—
|
|
||
Acquisition of equity investments
|
(184
|
)
|
|
—
|
|
||
Other, net
|
(81
|
)
|
|
32
|
|
||
Cash Used for Investing Activities
|
(877
|
)
|
|
(2,766
|
)
|
||
Cash Flows From Financing Activities:
|
|
|
|
||||
Proceeds from issuance of debt
|
68
|
|
|
4,600
|
|
||
Payments on debt
|
(62
|
)
|
|
(1,849
|
)
|
||
Borrowings on revolving credit facility
|
1,210
|
|
|
335
|
|
||
Payments on revolving credit facility
|
(1,080
|
)
|
|
(335
|
)
|
||
Proceeds from issuance of commercial paper
|
12,886
|
|
|
10,145
|
|
||
Repayments of commercial paper
|
(12,885
|
)
|
|
(10,567
|
)
|
||
Purchases of Tyson Class A common stock
|
(196
|
)
|
|
(146
|
)
|
||
Dividends
|
(301
|
)
|
|
(269
|
)
|
||
Stock options exercised
|
28
|
|
|
24
|
|
||
Other, net
|
(7
|
)
|
|
(26
|
)
|
||
Cash (Used for) Provided by Financing Activities
|
(339
|
)
|
|
1,912
|
|
||
Effect of Exchange Rate Changes on Cash
|
(9
|
)
|
|
5
|
|
||
Increase in Cash and Cash Equivalents and Restricted Cash
|
35
|
|
|
90
|
|
||
Cash and Cash Equivalents and Restricted Cash at Beginning of Year
|
484
|
|
|
270
|
|
||
Cash and Cash Equivalents and Restricted Cash at End of Period
|
519
|
|
|
360
|
|
||
Less: Restricted Cash at End of Period
|
82
|
|
|
—
|
|
||
Cash and Cash Equivalents at End of Period
|
$
|
437
|
|
|
$
|
360
|
|
|
in millions
|
|
||
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
|
|
|
March 28, 2020
|
|
September 28, 2019
|
||||
Processed products
|
$
|
2,306
|
|
|
$
|
2,362
|
|
Livestock
|
1,105
|
|
|
1,150
|
|
||
Supplies and other
|
614
|
|
|
596
|
|
||
Total inventory
|
$
|
4,025
|
|
|
$
|
4,108
|
|
|
March 28, 2020
|
|
September 28, 2019
|
||||
Land
|
$
|
197
|
|
|
$
|
198
|
|
Buildings and leasehold improvements
|
4,801
|
|
|
4,747
|
|
||
Machinery and equipment
|
8,820
|
|
|
8,607
|
|
||
Land improvements and other
|
395
|
|
|
385
|
|
||
Buildings and equipment under construction
|
920
|
|
|
713
|
|
||
|
15,133
|
|
|
14,650
|
|
||
Less accumulated depreciation
|
7,669
|
|
|
7,368
|
|
||
Net property, plant and equipment
|
$
|
7,464
|
|
|
$
|
7,282
|
|
|
March 28, 2020
|
||
Other Assets
|
$
|
541
|
|
Other current liabilities
|
163
|
|
|
Other Liabilities
|
378
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||
|
March 28, 2020
|
|
March 28, 2020
|
||||
Operating lease cost (a)
|
$
|
51
|
|
|
$
|
100
|
|
Variable lease cost (b)
|
116
|
|
|
227
|
|
||
Short-term lease cost
|
6
|
|
|
12
|
|
||
Total
|
$
|
173
|
|
|
$
|
339
|
|
Six months ended March 28, 2020
|
|
||
Operating cash outflows from operating leases (in millions)
|
$
|
106
|
|
ROU assets obtained in exchange for new operating lease liabilities (in millions)
|
$
|
83
|
|
Weighted-average remaining lease term
|
5 years
|
|
|
Weighted-average discount rate
|
3
|
%
|
Operating Lease Commitments
|
|
||
2020 (remaining year)
|
$
|
95
|
|
2021
|
153
|
|
|
2022
|
108
|
|
|
2023
|
74
|
|
|
2024
|
57
|
|
|
2025 and beyond
|
91
|
|
|
Total undiscounted operating lease payments
|
$
|
578
|
|
Less: Imputed interest
|
37
|
|
|
Present value of total operating lease liabilities
|
$
|
541
|
|
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
|
|
|
Three Months Ended
|
Six Months Ended
|
Restructuring and related charges to date
|
Total estimated Restructuring and related charges
|
||||||||
|
March 28, 2020
|
March 28, 2020
|
March 28, 2020
|
|
||||||||
Beef
|
$
|
—
|
|
$
|
5
|
|
$
|
18
|
|
$
|
18
|
|
Pork
|
—
|
|
2
|
|
7
|
|
7
|
|
||||
Chicken
|
—
|
|
21
|
|
128
|
|
136
|
|
||||
Prepared Foods
|
—
|
|
22
|
|
146
|
|
155
|
|
||||
Other
|
—
|
|
2
|
|
3
|
|
3
|
|
||||
Total restructuring and related charges, pretax
|
$
|
—
|
|
$
|
52
|
|
$
|
302
|
|
$
|
319
|
|
|
March 28, 2020
|
|
September 28, 2019
|
||||
Accrued salaries, wages and benefits
|
$
|
551
|
|
|
$
|
620
|
|
Other
|
971
|
|
|
865
|
|
||
Total other current liabilities
|
$
|
1,522
|
|
|
$
|
1,485
|
|
|
March 28, 2020
|
|
September 28, 2019
|
||||
Revolving credit facility
|
$
|
200
|
|
|
$
|
70
|
|
Commercial paper
|
1,000
|
|
|
1,000
|
|
||
Senior notes:
|
|
|
|
||||
Notes due June 2020 (2.13% at 3/28/2020)
|
350
|
|
|
350
|
|
||
Notes due August 2020 (2.15% at 3/28/2020)
|
400
|
|
|
400
|
|
||
4.10% Notes due September 2020
|
279
|
|
|
280
|
|
||
2.25% Notes due August 2021
|
500
|
|
|
500
|
|
||
4.50% Senior notes due June 2022
|
1,000
|
|
|
1,000
|
|
||
3.90% Senior 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
|
(46
|
)
|
|
(48
|
)
|
||
Term loan:
|
|
|
|
||||
Term loan facility due March 2022 (2.5% at 3/28/2020)
|
—
|
|
|
—
|
|
||
Other
|
270
|
|
|
216
|
|
||
Unamortized debt issuance costs
|
(61
|
)
|
|
(65
|
)
|
||
Total debt
|
12,120
|
|
|
11,932
|
|
||
Less current debt
|
1,142
|
|
|
2,102
|
|
||
Total long-term debt
|
$
|
10,978
|
|
|
$
|
9,830
|
|
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||||||||||||||||
|
|
March 28, 2020
|
|
March 30, 2019
|
March 28, 2020
|
|
March 30, 2019
|
||||||||||||||||||||
|
|
Shares
|
|
Dollars
|
|
Shares
|
|
Dollars
|
Shares
|
|
Dollars
|
|
Shares
|
|
Dollars
|
||||||||||||
Shares repurchased:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Under share repurchase program
|
|
0.7
|
|
|
$
|
50
|
|
|
0.8
|
|
|
$
|
50
|
|
1.8
|
|
|
$
|
150
|
|
|
1.7
|
|
|
$
|
100
|
|
To fund certain obligations under equity compensation plans
|
|
0.1
|
|
|
14
|
|
|
0.2
|
|
|
13
|
|
0.5
|
|
|
46
|
|
|
0.7
|
|
|
46
|
|
||||
Total share repurchases
|
|
0.8
|
|
|
$
|
64
|
|
|
1.0
|
|
|
$
|
63
|
|
2.3
|
|
|
$
|
196
|
|
|
2.4
|
|
|
$
|
146
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 28, 2020
|
|
March 30, 2019
|
|
March 28, 2020
|
|
March 30, 2019
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
367
|
|
|
$
|
430
|
|
|
$
|
928
|
|
|
$
|
982
|
|
Less: Net income attributable to noncontrolling interests
|
3
|
|
|
4
|
|
|
7
|
|
|
5
|
|
||||
Net income attributable to Tyson
|
364
|
|
|
426
|
|
|
921
|
|
|
977
|
|
||||
Less dividends declared:
|
|
|
|
|
|
|
|
||||||||
Class A
|
124
|
|
|
110
|
|
|
261
|
|
|
243
|
|
||||
Class B
|
26
|
|
|
23
|
|
|
55
|
|
|
51
|
|
||||
Undistributed earnings
|
$
|
214
|
|
|
$
|
293
|
|
|
$
|
605
|
|
|
$
|
683
|
|
|
|
|
|
|
|
|
|
||||||||
Class A undistributed earnings
|
$
|
176
|
|
|
$
|
241
|
|
|
$
|
498
|
|
|
$
|
562
|
|
Class B undistributed earnings
|
38
|
|
|
52
|
|
|
107
|
|
|
121
|
|
||||
Total undistributed earnings
|
$
|
214
|
|
|
$
|
293
|
|
|
$
|
605
|
|
|
$
|
683
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Denominator for basic earnings per share:
|
|
|
|
|
|
|
|
||||||||
Class A weighted average shares
|
293
|
|
|
294
|
|
|
293
|
|
|
294
|
|
||||
Class B weighted average shares, and shares under the if-converted method for diluted earnings per share
|
70
|
|
|
70
|
|
|
70
|
|
|
70
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Stock options, restricted stock and performance units
|
2
|
|
|
2
|
|
|
3
|
|
|
2
|
|
||||
Denominator for diluted earnings per share – adjusted weighted average shares and assumed conversions
|
365
|
|
|
366
|
|
|
366
|
|
|
366
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income per share attributable to Tyson:
|
|
|
|
|
|
|
|
||||||||
Class A basic
|
$
|
1.03
|
|
|
$
|
1.20
|
|
|
$
|
2.59
|
|
|
$
|
2.74
|
|
Class B basic
|
$
|
0.92
|
|
|
$
|
1.07
|
|
|
$
|
2.32
|
|
|
$
|
2.46
|
|
Diluted
|
$
|
1.00
|
|
|
$
|
1.17
|
|
|
$
|
2.52
|
|
|
$
|
2.67
|
|
Dividends Declared Per Share:
|
|
|
|
|
|
|
|
||||||||
Class A
|
$
|
0.420
|
|
|
$
|
0.375
|
|
|
$
|
0.885
|
|
|
$
|
0.825
|
|
Class B
|
$
|
0.378
|
|
|
$
|
0.338
|
|
|
$
|
0.797
|
|
|
$
|
0.743
|
|
in millions, except soy meal tons
|
Metric
|
|
March 28, 2020
|
|
September 28, 2019
|
||||
Commodity:
|
|
|
|
|
|
||||
Corn
|
Bushels
|
|
121
|
|
|
111
|
|
||
Soy Meal
|
Tons
|
|
728,700
|
|
|
1,078,800
|
|
||
Live Cattle
|
Pounds
|
|
82
|
|
|
14
|
|
||
Lean Hogs
|
Pounds
|
|
65
|
|
|
309
|
|
||
Foreign Currency
|
United States dollar
|
|
$
|
488
|
|
|
$
|
148
|
|
Interest Rate Swaps
|
Average monthly debt
|
|
$
|
400
|
|
|
$
|
400
|
|
•
|
Cash Flow Hedges – include certain commodity forward and option contracts of forecasted purchases (e.g., grains), interest rate swaps and locks, and certain foreign exchange forward contracts.
|
•
|
Fair Value Hedges – include certain commodity forward contracts of firm commitments (e.g., livestock).
|
Gain (Loss) Recognized in OCI
On Derivatives |
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
March 28, 2020
|
|
March 30, 2019
|
|
March 28, 2020
|
|
March 30, 2019
|
|||||||||
Cash flow hedge – derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
$
|
(11
|
)
|
|
$
|
(5
|
)
|
|
$
|
(11
|
)
|
|
$
|
(7
|
)
|
Interest rate hedges
|
(1
|
)
|
|
(5
|
)
|
|
(1
|
)
|
|
(23
|
)
|
||||
Total
|
$
|
(12
|
)
|
|
$
|
(10
|
)
|
|
$
|
(12
|
)
|
|
$
|
(30
|
)
|
Consolidated Condensed
Balance Sheets Classification
|
|
|
March 28, 2020
|
|
September 28, 2019
|
||||
Inventory
|
|
|
$
|
(77
|
)
|
|
$
|
(19
|
)
|
Consolidated Condensed
Statements of Income Classification |
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
March 28, 2020
|
|
March 30, 2019
|
|
March 28, 2020
|
|
March 30, 2019
|
|||||||||
Cost of Sales
|
$
|
9,867
|
|
|
$
|
9,251
|
|
|
$
|
19,242
|
|
|
$
|
18,089
|
|
Interest Expense
|
119
|
|
|
119
|
|
|
239
|
|
|
218
|
|
||||
Other, net
|
(106
|
)
|
|
(7
|
)
|
|
(122
|
)
|
|
(10
|
)
|
•
|
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.
|
March 28, 2020
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Netting (a)
|
|
Total
|
||||||||||
Other Current Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative financial instruments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Designated as hedges
|
$
|
—
|
|
|
$
|
77
|
|
|
$
|
—
|
|
|
$
|
(59
|
)
|
|
$
|
18
|
|
Undesignated
|
—
|
|
|
126
|
|
|
—
|
|
|
(94
|
)
|
|
32
|
|
|||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
2
|
|
|||||
Other Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-current
|
—
|
|
|
56
|
|
|
46
|
|
|
—
|
|
|
102
|
|
|||||
Deferred compensation assets
|
9
|
|
|
289
|
|
|
—
|
|
|
—
|
|
|
298
|
|
|||||
Total assets
|
$
|
9
|
|
|
$
|
549
|
|
|
$
|
47
|
|
|
$
|
(153
|
)
|
|
$
|
452
|
|
Other Current Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative financial instruments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Designated as hedges
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
$
|
3
|
|
Undesignated
|
—
|
|
|
219
|
|
|
—
|
|
|
(198
|
)
|
|
21
|
|
|||||
Total liabilities
|
$
|
—
|
|
|
$
|
226
|
|
|
$
|
—
|
|
|
$
|
(202
|
)
|
|
$
|
24
|
|
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
|
|
|
Six Months Ended
|
||||||
|
March 28, 2020
|
|
March 30, 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
|
5
|
|
|
7
|
|
||
Issuances
|
—
|
|
|
—
|
|
||
Settlements
|
(9
|
)
|
|
(9
|
)
|
||
Balance at end of period
|
$
|
47
|
|
|
$
|
50
|
|
Total gains (losses) for the six month period included in earnings attributable to the change in unrealized gains (losses) relating to assets and liabilities still held at end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
March 28, 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:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. treasury and agency
|
$
|
56
|
|
|
$
|
57
|
|
|
$
|
1
|
|
|
$
|
51
|
|
|
$
|
51
|
|
|
$
|
—
|
|
Corporate and asset-backed
|
47
|
|
|
47
|
|
|
—
|
|
|
51
|
|
|
52
|
|
|
1
|
|
|
March 28, 2020
|
|
September 28, 2019
|
||||||||||||
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
||||||||
Total debt
|
$
|
12,938
|
|
|
$
|
12,120
|
|
|
$
|
12,978
|
|
|
$
|
11,932
|
|
|
Pension Plans
|
||||||||||||||
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 28, 2020
|
|
March 30, 2019
|
|
March 28, 2020
|
|
March 30, 2019
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Interest cost
|
7
|
|
|
16
|
|
|
17
|
|
|
32
|
|
||||
Expected return on plan assets
|
(6
|
)
|
|
(15
|
)
|
|
(15
|
)
|
|
(29
|
)
|
||||
Amortization of:
|
|
|
|
|
|
|
|
||||||||
Net actuarial loss
|
1
|
|
|
1
|
|
|
2
|
|
|
1
|
|
||||
Prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Settlement (gain) loss
|
(106
|
)
|
|
—
|
|
|
(106
|
)
|
|
19
|
|
||||
Net periodic cost (credit)
|
$
|
(104
|
)
|
|
$
|
2
|
|
|
$
|
(102
|
)
|
|
$
|
24
|
|
|
Postretirement Benefit Plans
|
||||||||||||||
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 28, 2020
|
|
March 30, 2019
|
|
March 28, 2020
|
|
March 30, 2019
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Interest cost
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Amortization of prior service cost (credit)
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(5
|
)
|
||||
Net periodic cost (credit)
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
(4
|
)
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||||||||||||||||||
|
March 28, 2020
|
|
March 30, 2019
|
|
March 28, 2020
|
|
March 30, 2019
|
||||||||||||||||||||||||||||||||
|
Before Tax
|
Tax
|
After Tax
|
|
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
|
$
|
1
|
|
$
|
(1
|
)
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
2
|
|
$
|
(1
|
)
|
$
|
1
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
(Gain) loss reclassified to cost of sales
|
5
|
|
(1
|
)
|
4
|
|
|
5
|
|
—
|
|
5
|
|
|
7
|
|
(1
|
)
|
6
|
|
|
12
|
|
(2
|
)
|
10
|
|
||||||||||||
Unrealized gain (loss)
|
(12
|
)
|
3
|
|
(9
|
)
|
|
(10
|
)
|
2
|
|
(8
|
)
|
|
(12
|
)
|
3
|
|
(9
|
)
|
|
(30
|
)
|
8
|
|
(22
|
)
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Unrealized gain (loss)
|
—
|
|
—
|
|
—
|
|
|
1
|
|
(1
|
)
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
2
|
|
(1
|
)
|
1
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Currency translation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Translation adjustment
|
(105
|
)
|
1
|
|
(104
|
)
|
|
25
|
|
—
|
|
25
|
|
|
(70
|
)
|
1
|
|
(69
|
)
|
|
34
|
|
(1
|
)
|
33
|
|
||||||||||||
Translation loss reclassified to cost of sales
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Postretirement benefits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Unrealized gain (loss)
|
1
|
|
—
|
|
1
|
|
|
—
|
|
—
|
|
—
|
|
|
1
|
|
—
|
|
1
|
|
|
(28
|
)
|
8
|
|
(20
|
)
|
||||||||||||
Pension settlement reclassified to other (income) expense
|
(58
|
)
|
15
|
|
(43
|
)
|
|
—
|
|
—
|
|
—
|
|
|
(58
|
)
|
15
|
|
(43
|
)
|
|
23
|
|
(6
|
)
|
17
|
|
||||||||||||
Total other comprehensive income (loss)
|
$
|
(168
|
)
|
$
|
17
|
|
$
|
(151
|
)
|
|
$
|
21
|
|
$
|
1
|
|
$
|
22
|
|
|
$
|
(130
|
)
|
$
|
17
|
|
$
|
(113
|
)
|
|
$
|
13
|
|
$
|
6
|
|
$
|
19
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
||||||||||||
|
March 28, 2020
|
|
March 30, 2019
|
|
March 28, 2020
|
|
March 30, 2019
|
|
||||||||
Sales:
|
|
|
|
|
|
|
|
|
||||||||
Beef
|
$
|
3,979
|
|
|
$
|
3,884
|
|
|
$
|
7,817
|
|
|
$
|
7,810
|
|
|
Pork
|
1,266
|
|
|
1,172
|
|
|
2,645
|
|
|
2,351
|
|
|
||||
Chicken
|
3,397
|
|
|
3,407
|
|
|
6,689
|
|
|
6,522
|
|
|
||||
Prepared Foods
|
2,080
|
|
|
2,027
|
|
|
4,220
|
|
|
4,176
|
|
|
||||
International/Other
|
465
|
|
|
277
|
|
|
963
|
|
|
420
|
|
|
||||
Intersegment
|
(299
|
)
|
|
(324
|
)
|
|
(631
|
)
|
|
(643
|
)
|
|
||||
Total sales
|
$
|
10,888
|
|
|
$
|
10,443
|
|
|
$
|
21,703
|
|
|
$
|
20,636
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
||||||||||||
|
March 28, 2020
|
|
March 30, 2019
|
|
March 28, 2020
|
|
March 30, 2019
|
|
||||||||
Operating income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Beef
|
$
|
109
|
|
|
$
|
156
|
|
|
$
|
519
|
|
|
$
|
461
|
|
|
Pork
|
93
|
|
|
100
|
|
|
284
|
|
|
195
|
|
|
||||
Chicken
|
99
|
|
|
141
|
|
(a)
|
156
|
|
|
301
|
|
(a)
|
||||
Prepared Foods
|
191
|
|
|
245
|
|
|
349
|
|
|
510
|
|
|
||||
International/Other
|
9
|
|
(b)
|
(7
|
)
|
(b)
|
19
|
|
(b)
|
(25
|
)
|
(b)
|
||||
Total operating income
|
501
|
|
|
635
|
|
|
1,327
|
|
|
1,442
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total other expense
|
10
|
|
|
107
|
|
|
111
|
|
|
201
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Income before income taxes
|
$
|
491
|
|
|
$
|
528
|
|
|
$
|
1,216
|
|
|
$
|
1,241
|
|
|
|
Three months ended March 28, 2020
|
|
|||||||||||||||||||||
|
Consumer Products(a)
|
|
Foodservice(b)
|
|
International(c)
|
|
Industrial and Other(d)
|
|
Intersegment
|
|
Total
|
||||||||||||
Beef
|
$
|
1,907
|
|
|
$
|
1,004
|
|
|
$
|
605
|
|
|
$
|
362
|
|
|
$
|
101
|
|
|
$
|
3,979
|
|
Pork
|
383
|
|
|
99
|
|
|
274
|
|
|
325
|
|
|
185
|
|
|
1,266
|
|
||||||
Chicken
|
1,550
|
|
|
1,239
|
|
|
167
|
|
|
428
|
|
|
13
|
|
|
3,397
|
|
||||||
Prepared Foods
|
1,225
|
|
|
778
|
|
|
34
|
|
|
43
|
|
|
—
|
|
|
2,080
|
|
||||||
International/Other
|
—
|
|
|
—
|
|
|
465
|
|
|
—
|
|
|
—
|
|
|
465
|
|
||||||
Intersegment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(299
|
)
|
|
(299
|
)
|
||||||
Total
|
$
|
5,065
|
|
|
$
|
3,120
|
|
|
$
|
1,545
|
|
|
$
|
1,158
|
|
|
$
|
—
|
|
|
$
|
10,888
|
|
|
Three months ended March 30, 2019
|
|
|||||||||||||||||||||
|
Consumer Products(a)
|
|
Foodservice(b)
|
|
International(c)
|
|
Industrial and Other(d)
|
|
Intersegment
|
|
Total
|
||||||||||||
Beef
|
$
|
1,811
|
|
|
$
|
1,057
|
|
|
$
|
573
|
|
|
$
|
343
|
|
|
$
|
100
|
|
|
$
|
3,884
|
|
Pork
|
334
|
|
|
93
|
|
|
210
|
|
|
324
|
|
|
211
|
|
|
1,172
|
|
||||||
Chicken
|
1,463
|
|
|
1,307
|
|
|
155
|
|
|
469
|
|
|
13
|
|
|
3,407
|
|
||||||
Prepared Foods
|
1,190
|
|
|
755
|
|
|
20
|
|
|
62
|
|
|
—
|
|
|
2,027
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
277
|
|
|
—
|
|
|
—
|
|
|
277
|
|
||||||
Intersegment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(324
|
)
|
|
(324
|
)
|
||||||
Total
|
$
|
4,798
|
|
|
$
|
3,212
|
|
|
$
|
1,235
|
|
|
$
|
1,198
|
|
|
$
|
—
|
|
|
$
|
10,443
|
|
|
Six months ended March 28, 2020
|
|
|||||||||||||||||||||
|
Consumer Products(a)
|
|
Foodservice(b)
|
|
International(c)
|
|
Industrial and Other(d)
|
|
Intersegment
|
|
Total
|
||||||||||||
Beef
|
$
|
3,764
|
|
|
$
|
2,049
|
|
|
$
|
1,119
|
|
|
$
|
688
|
|
|
$
|
197
|
|
|
$
|
7,817
|
|
Pork
|
783
|
|
|
216
|
|
|
554
|
|
|
685
|
|
|
407
|
|
|
2,645
|
|
||||||
Chicken
|
2,939
|
|
|
2,546
|
|
|
328
|
|
|
849
|
|
|
27
|
|
|
6,689
|
|
||||||
Prepared Foods
|
2,436
|
|
|
1,624
|
|
|
71
|
|
|
89
|
|
|
—
|
|
|
4,220
|
|
||||||
International/Other
|
—
|
|
|
—
|
|
|
963
|
|
|
—
|
|
|
—
|
|
|
963
|
|
||||||
Intersegment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(631
|
)
|
|
(631
|
)
|
||||||
Total
|
$
|
9,922
|
|
|
$
|
6,435
|
|
|
$
|
3,035
|
|
|
$
|
2,311
|
|
|
$
|
—
|
|
|
$
|
21,703
|
|
|
Six months ended March 30, 2019
|
|
|||||||||||||||||||||
|
Consumer Products(a)
|
|
Foodservice(b)
|
|
International(c)
|
|
Industrial and Other(d)
|
|
Intersegment
|
|
Total
|
||||||||||||
Beef
|
$
|
3,662
|
|
|
$
|
2,074
|
|
|
$
|
1,201
|
|
|
$
|
683
|
|
|
$
|
190
|
|
|
$
|
7,810
|
|
Pork
|
671
|
|
|
184
|
|
|
435
|
|
|
635
|
|
|
426
|
|
|
2,351
|
|
||||||
Chicken
|
2,835
|
|
|
2,437
|
|
|
312
|
|
|
911
|
|
|
27
|
|
|
6,522
|
|
||||||
Prepared Foods
|
2,465
|
|
|
1,544
|
|
|
44
|
|
|
123
|
|
|
—
|
|
|
4,176
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
420
|
|
|
—
|
|
|
—
|
|
|
420
|
|
||||||
Intersegment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(643
|
)
|
|
(643
|
)
|
||||||
Total
|
$
|
9,633
|
|
|
$
|
6,239
|
|
|
$
|
2,412
|
|
|
$
|
2,352
|
|
|
$
|
—
|
|
|
$
|
20,636
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
COVID-19 – We are monitoring and responding to the evolving nature of the global novel coronavirus pandemic (“COVID-19” or “pandemic”) and its impact to our global business. We formed an internal COVID-19 task force for the primary purposes of maintaining the health and safety of our team members, ensuring our ability to operate our processing facilities and maintaining the liquidity of our business. We are experiencing multiple challenges related to the pandemic. These challenges are anticipated to increase our operating costs and negatively impact our volumes for the remainder of fiscal 2020. Operationally, we have faced slowdowns and temporary idling of production facilities from team member shortages or choices we have made to ensure team member safety. As a result, we have experienced lower levels of productivity and higher costs of production. This will likely continue in the short term until the effects of COVID-19 diminish. Each of our segments has also experienced a shift in demand from foodservice to retail; however, the volume increases in retail have not been sufficient to offset the losses in foodservice and as a result, we expect decreases in volumes in the second half of fiscal 2020. We currently expect that we will remain profitable in the second half of fiscal 2020, although the combination of operational challenges and volume impacts will negatively impact overall earnings.
|
•
|
Team Members – The health and safety of our team members is our top priority. To protect our team members, we 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 continue to explore and implement 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 employees, we have required employees capable of working from home to do so until further notice. We announced we would pay $1,000 bonuses to approximately 116,000 domestic frontline employees who support the Company’s operations during the COVID-19 pandemic. These bonuses are expected to total approximately $120 million, with half anticipated to be paid in May and half in July. It will be recognized as cost of sales in our consolidated condensed statements of income for the third quarter of fiscal 2020. Additionally, we are currently experiencing positive COVID-19 cases and worker absenteeism throughout our production network, which has led to some temporary idling of production facilities. We are compensating our employees 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 have closed 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 expect a net negative impact to our volumes. In addition, our production facilities are experiencing varying levels of production impacts, including reduced volumes, due to the planned implementation of additional worker health precautions, worker absenteeism and temporary COVID-19-related closures at some of our production facilities. We are adjusting volume and production planning at facilities we believe may be more likely to experience higher levels of absenteeism or the need for temporary closures to facilitate employee testing for COVID-19. Additionally, we are anticipating temporary idling of certain facilities that service the foodservice channel as we balance 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 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. Although we have experienced some minor disruptions with certain indirect and direct materials, the disruption has not significantly impacted our production to date. We have experienced volatility in commodity inputs, in part due to impacts caused by COVID-19, and we expect this volatility to continue, which may impact our future input costs. Since we also export globally, container availability and port capacities have been among the challenges in meeting the global demand for our products. Our Prepared Foods segment depends on adequate supplies of raw materials necessary for its production. Recent high levels of industry pork facility closures have significantly increased the likelihood of raw material shortages which would limit production capability of various Prepared Foods 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, President Trump 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. While we continue to examine the potential impacts, we do not anticipate the provisions related to income tax will have a significant impact on our financial statements. Early in the third quarter of fiscal 2020 we began implementing the deferral of the employer portion of social security payments and intend to continue that for the remainder of the year, which will have a favorable impact on liquidity. We currently estimate that the fiscal 2020 deferral amount will exceed $150 million. We are currently evaluating the refundable payroll tax credit provision but are not able to quantify the impact at this time.
|
•
|
Liquidity – We generated $1,260 million of operating cash flows during the six months ended March 28, 2020. At March 28, 2020, we had approximately $2,489 million of liquidity, which included availability under our revolving credit and term loan facilities after deducting amounts to backstop our short-term promissory notes ("commercial paper program"), and $437 million of cash and cash equivalents. We have $1,142 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
|
•
|
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 closures drive higher labor and production costs which we expect to continue until the return of more normal conditions. Late in the second quarter, we experienced substantial 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, we do not expect higher retail volumes will fully offset the lost volumes from foodservice. Additionally, the price and mix of these volume shifts may result in lower margin realization. In addition, closures 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 current levels. Consequently, the challenges created by absenteeism and our proactive, temporary closings 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.
|
•
|
General – Sales grew 4% and 5% in the second quarter and first six months of fiscal 2020, respectively, compared to the second quarter and first six months of fiscal 2019, respectively, primarily due to the impact of acquisitions and increased average sales prices across all of our segments. Our operating income of $1,327 million was down slightly for the first six months of fiscal 2020, and operating income of $501 million was down for the second quarter of fiscal 2020, as strong Beef and Pork results were offset by a decline in Prepared Foods and Chicken results as well as volatile commodity markets resulting in derivative losses in the first six months of fiscal 2020. In the six months ended March 28, 2020, our results were impacted by $52 million of restructuring and related charges and $16 million of costs, net of insurance proceeds, associated with a fire at one of our beef production facilities. In the second quarter and six months ended March 30, 2019, our results were impacted by $11 million and $37 million, respectively, of acquisition related costs associated with the Keystone Foods acquisition and $8 million and $16 million, respectively, of restructuring and related charges. Additionally, direct incremental costs associated with COVID-19 during the second quarter of fiscal 2020, which were not material, primarily included personal protective equipment for employees, increased product and monetary donations to help affected communities, and guaranteed pay related to disruptions in shifts and sick time. These additional direct incremental COVID-19 costs exclude market related impacts that may have been driven in part by COVID-19 including such items as derivatives, deferred compensation investments and livestock lower-of-cost-or-net-realizable-value ("LCNRV") adjustments.
|
•
|
Market Environment – According to the United States Department of Agriculture (USDA), domestic protein production (beef, pork, chicken and turkey) increased approximately 7% in the second quarter of fiscal 2020 compared to the same period in fiscal 2019. We continue to monitor recent trade and tariff activity as well as COVID-19 and its potential impact to exports and input costs across all our segments. All segments experienced increased operating costs in the six months ended March 28, 2020. We pursue recovery of these increased costs through pricing. The Beef segment experienced strong demand and reduced live cattle costs. The Pork segment experienced strong export markets which helped offset rising livestock costs. The Chicken segment experienced challenging pricing conditions associated with increased domestic availability of supply and weak export markets. The Prepared Foods segment continued to experience growth in the consumer products channel in a period of increased raw material costs. We also experienced volatile commodity markets across all our segments, in part due to impacts caused by COVID-19. These volatile markets resulted in derivative losses of approximately $100 million, of which approximately $115 million was related to losses on mark-to-market open derivative positions and primarily impacted our Beef, Chicken and Prepared Foods segments. We expect to offset most of the mark-to-market losses in future periods from the related physical purchase transactions. Additionally, the market volatility contributed to approximately $20 million of expenses associated with livestock LCNRV adjustments in our Beef and Pork segments.
|
•
|
Margins – Our total operating margin was 4.6% in the second quarter of fiscal 2020. Operating margins by segment were as follows:
|
•
|
Beef – 2.7%
|
•
|
Pork – 7.3%
|
•
|
Chicken – 2.9%
|
•
|
Prepared Foods – 9.2%
|
•
|
Strategy – Our strategy is to sustainably feed the world with the fastest growing protein brands. We intend to achieve our strategy as we: grow our business by delivering superior value to consumers and customers; deliver fuel for growth and returns through commercial, operational and financial excellence; and sustain our company and our world for future generations.
|
•
|
On November 30, 2018, we acquired Keystone Foods, and its results from operations are included in the Chicken segment and International/Other. On June 3, 2019, we acquired Thai and European operations, and the results from operations of these businesses since their respective acquisition dates are included in International/Other for segment presentation. For further description of these transactions, refer to Part I, Item 1, Notes to Consolidated Condensed Financial Statements, Note 2: Acquisitions.
|
•
|
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. As a result of this restructuring program, we expect savings of approximately $55 million and $65 million in fiscal 2020 and fiscal 2021, respectively. This restructuring program resulted in $39 million of pretax charges consisting of severance and employee related costs in the first six months of fiscal 2020. As part of this program, we estimate the elimination of approximately 500 positions across several areas and job levels with most of the eliminated positions originating from the corporate offices in Springdale, Arkansas and Chicago, Illinois. We do not anticipate future costs of this restructuring program to be significant. Additionally, in the fourth quarter of fiscal 2017, our Board of Directors approved a multi-year restructuring program (the “2017 Program”), which is expected to contribute to the Company’s overall strategy of financial fitness through increased operational effectiveness and overhead reduction. Through a combination of synergies from the integration of business acquisitions and additional elimination of non-valued added costs, the program is focused on supply chain, procurement and overhead improvements, and net savings are expected to be realized in the Prepared Foods and Chicken segments. For further description refer to Part I, Item 1, Notes to the Consolidated Condensed Financial Statements, Note 6: Restructuring and Related Charges.
|
in millions, except per share data
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 28, 2020
|
|
March 30, 2019
|
|
March 28, 2020
|
|
March 30, 2019
|
||||||||
Net income attributable to Tyson
|
$
|
364
|
|
|
$
|
426
|
|
|
$
|
921
|
|
|
$
|
977
|
|
Net income attributable to Tyson – per diluted share
|
1.00
|
|
|
1.17
|
|
|
2.52
|
|
|
2.67
|
|
•
|
$110 million pretax, or $0.23 per diluted share, due to gain from pension plan terminations
|
•
|
$52 million pretax, or ($0.11) per diluted share, of restructuring and related charges.
|
•
|
$16 million pretax, or ($0.03) per diluted share, of Beef production facility fire costs, net of insurance proceeds.
|
•
|
$110 million pretax, or $0.23 per diluted share, due to gain from pension plan terminations
|
•
|
$11 million pretax, or ($0.02) per diluted share, of Keystone Foods acquisition related costs.
|
•
|
$8 million pretax, or ($0.01) per diluted share, of restructuring and related charges.
|
•
|
$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.
|
•
|
$16 million pretax, or ($0.03) per diluted share, of restructuring and related charges.
|
in millions
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 28, 2020
|
|
March 30, 2019
|
|
March 28, 2020
|
|
March 30, 2019
|
||||||||
Sales
|
$
|
10,888
|
|
|
$
|
10,443
|
|
|
$
|
21,703
|
|
|
$
|
20,636
|
|
Change in sales volume
|
2.6
|
%
|
|
|
|
3.7
|
%
|
|
|
||||||
Change in average sales price
|
1.6
|
%
|
|
|
|
1.5
|
%
|
|
|
||||||
Sales growth
|
4.3
|
%
|
|
|
|
5.2
|
%
|
|
|
•
|
Sales Volume – Sales were positively impacted by an increase in sales volume which accounted for an increase of $277 million, primarily driven by increased volumes in our Beef and Pork segments and incremental volumes from a business acquisition in International/Other.
|
•
|
Average Sales Price – Sales were positively impacted by higher average sales prices, which accounted for an increase of $168 million. The increase in average sales price was primarily attributable to mix and the pass through of higher livestock and raw material costs in the Pork and Prepared Foods segments, partially offset by approximately $15 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 $755 million, primarily driven by incremental volumes from business acquisitions in our Chicken segment and International/Other, partially offset by decreased sales volume in the first quarter of fiscal 2020 in our Beef segment 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 – Sales were positively impacted by higher average sales prices, which accounted for an increase of $312 million. The increase in average sales price was primarily attributable to strong demand in our Pork, Beef and Prepared Foods segments and the pass through of higher livestock and raw material costs in the Pork and Prepared Foods segments, partially offset by approximately $35 million of incremental discounted sales in the Prepared Foods segment.
|
in millions
|
Three Months Ended
|
Six Months Ended
|
||||||||||||
|
March 28, 2020
|
|
March 30, 2019
|
March 28, 2020
|
|
March 30, 2019
|
||||||||
Cost of sales
|
$
|
9,867
|
|
|
$
|
9,251
|
|
$
|
19,242
|
|
|
$
|
18,089
|
|
Gross profit
|
$
|
1,021
|
|
|
$
|
1,192
|
|
$
|
2,461
|
|
|
$
|
2,547
|
|
Cost of sales as a percentage of sales
|
90.6
|
%
|
|
88.6
|
%
|
88.7
|
%
|
|
87.7
|
%
|
•
|
Cost of sales increased $616 million, which included a net increase of $141 million related to the impact of results from acquisitions.
|
•
|
For the remaining increase, higher sales volume increased cost of sales $48 million while higher input cost per pound increased cost of sales $427 million.
|
•
|
The $427 million impact of higher input cost per pound was impacted by:
|
•
|
Increase in raw material and other input costs of approximately $40 million as well as an increase in inventory write downs of approximately $15 million in our Prepared Foods segment.
|
•
|
Increase in live hog costs of approximately $95 million in our Pork segment.
|
•
|
Increase of approximately $25 million in our Chicken segment related to net increases in feed ingredient costs, growout expenses and outside meat purchases.
|
•
|
Increase due to net derivative losses of approximately $100 million in the second quarter of fiscal 2020, compared to net derivative losses of approximately $30 million in the second quarter of fiscal 2019 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.
|
•
|
Decrease in live cattle costs of approximately $30 million in our Beef segment.
|
•
|
The $48 million impact of higher sales volume, excluding the impact of acquisitions, was primarily driven by increased sales volume in our Beef and Pork segments due to strong demand, especially in the consumer products and export sales channels.
|
•
|
Cost of sales increased $1,153 million, which included a net increase of $637 million related to the impact of results from acquisitions.
|
•
|
For the remaining increase, lower sales volume decreased cost of sales $121 million while higher input cost per pound increased cost of sales $637 million.
|
•
|
The $637 million impact of higher input cost per pound was impacted by:
|
•
|
Increase in raw material and other input costs of approximately $100 million as well as an increase in inventory write downs of approximately $35 million in our Prepared Foods segment.
|
•
|
Increase in live hog costs of approximately $140 million in our Pork segment.
|
•
|
Increase of approximately $16 million in our Beef segment of costs, net of insurance proceeds, related to the fire at our production facility.
|
•
|
Increase of approximately $55 million in our Chicken segment related to net increases in feed ingredient costs, growout expenses and outside meat purchases.
|
•
|
Increase due to net derivative losses of approximately $55 million for the first six months of fiscal 2020, compared to net derivative losses of approximately $35 million for the first six months of fiscal 2019 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.
|
•
|
Decrease in live cattle costs of approximately $40 million in our Beef segment.
|
•
|
The $121 million impact of lower sales volume, excluding the impact of acquisitions, was primarily driven by decreased sales volume in our Beef segment due to 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 increased sales volume in our Beef and Pork segments in the second quarter of fiscal 2020.
|
in millions
|
Three Months Ended
|
Six Months Ended
|
||||||||||||
|
March 28, 2020
|
|
March 30, 2019
|
March 28, 2020
|
|
March 30, 2019
|
||||||||
Selling, general and administrative expense
|
$
|
520
|
|
|
$
|
557
|
|
$
|
1,134
|
|
|
$
|
1,105
|
|
As a percentage of sales
|
4.8
|
%
|
|
5.3
|
%
|
5.2
|
%
|
|
5.4
|
%
|
•
|
Decrease of $37 million in selling, general and administrative was primarily driven by:
|
•
|
Decrease of $29 million in incentive-based compensation.
|
•
|
Decrease of $25 million in professional fees and merger and integration costs.
|
•
|
Decrease of $12 million in marketing, advertising and promotion expenses.
|
•
|
Decrease of $6 million due to restructuring and related charges.
|
•
|
Increase of $17 million of net losses from our deferred compensation plans.
|
•
|
Increase of $15 million from fiscal 2019 acquisitions not owned by Tyson in the second quarter of fiscal 2019.
|
•
|
Increase of $10 million from donations.
|
•
|
Increase of $29 million in selling, general and administrative was primarily driven by:
|
•
|
Increase of $45 million from fiscal 2019 acquisitions not owned by Tyson for all of the first six months of fiscal 2019.
|
•
|
Increase of $30 million due to restructuring and related charges.
|
•
|
Increase of $18 million from technology related costs.
|
•
|
Increase of $12 million from donations.
|
•
|
Decrease of $50 million in professional fees and merger and integration costs.
|
•
|
Decrease of $27 million in incentive-based compensation.
|
in millions
|
Three Months Ended
|
Six Months Ended
|
||||||||||||
|
March 28, 2020
|
|
March 30, 2019
|
March 28, 2020
|
|
March 30, 2019
|
||||||||
Cash interest expense
|
$
|
122
|
|
|
$
|
123
|
|
$
|
245
|
|
|
$
|
225
|
|
Non-cash interest expense
|
(3
|
)
|
|
(4
|
)
|
(6
|
)
|
|
(7
|
)
|
||||
Total interest expense
|
$
|
119
|
|
|
$
|
119
|
|
$
|
239
|
|
|
$
|
218
|
|
•
|
Cash interest expense primarily included interest expense related to our senior notes 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 connection with business acquisitions and higher interest rates.
|
in millions
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 28, 2020
|
|
March 30, 2019
|
|
March 28, 2020
|
|
March 30, 2019
|
||||||||
Total other (income) expense, net
|
$
|
(106
|
)
|
|
$
|
(7
|
)
|
|
$
|
(122
|
)
|
|
$
|
(10
|
)
|
•
|
Included $110 million of gains related to pension plan terminations.
|
•
|
Included $16 million of insurance proceeds and other income and $11 million of equity earnings in joint ventures, partially offset by $19 million of net periodic pension and postretirement benefit cost primarily related to a pension plan settlement.
|
|
Three Months Ended
|
Six Months Ended
|
||||||||
|
March 28, 2020
|
|
March 30, 2019
|
March 28, 2020
|
|
March 30, 2019
|
||||
|
25.3
|
%
|
|
18.5
|
%
|
23.7
|
%
|
|
20.9
|
%
|
in millions
|
Sales
|
||||||||||||||
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 28, 2020
|
|
March 30, 2019
|
|
March 28, 2020
|
|
March 30, 2019
|
||||||||
Beef
|
$
|
3,979
|
|
|
$
|
3,884
|
|
|
$
|
7,817
|
|
|
$
|
7,810
|
|
Pork
|
1,266
|
|
|
1,172
|
|
|
2,645
|
|
|
2,351
|
|
||||
Chicken
|
3,397
|
|
|
3,407
|
|
|
6,689
|
|
|
6,522
|
|
||||
Prepared Foods
|
2,080
|
|
|
2,027
|
|
|
4,220
|
|
|
4,176
|
|
||||
International/Other
|
465
|
|
|
277
|
|
|
963
|
|
|
420
|
|
||||
Intersegment sales
|
(299
|
)
|
|
(324
|
)
|
|
(631
|
)
|
|
(643
|
)
|
||||
Total
|
$
|
10,888
|
|
|
$
|
10,443
|
|
|
$
|
21,703
|
|
|
$
|
20,636
|
|
in millions
|
Operating Income (Loss)
|
||||||||||||||
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 28, 2020
|
|
March 30, 2019
|
|
March 28, 2020
|
|
March 30, 2019
|
||||||||
Beef
|
$
|
109
|
|
|
$
|
156
|
|
|
$
|
519
|
|
|
$
|
461
|
|
Pork
|
93
|
|
|
100
|
|
|
284
|
|
|
195
|
|
||||
Chicken
|
99
|
|
|
141
|
|
|
156
|
|
|
301
|
|
||||
Prepared Foods
|
191
|
|
|
245
|
|
|
349
|
|
|
510
|
|
||||
International/Other
|
9
|
|
|
(7
|
)
|
|
19
|
|
|
(25
|
)
|
||||
Total
|
$
|
501
|
|
|
$
|
635
|
|
|
$
|
1,327
|
|
|
$
|
1,442
|
|
in millions
|
Three Months Ended
|
Six Months Ended
|
||||||||||||||||||||
|
March 28, 2020
|
|
March 30, 2019
|
|
Change
|
March 28, 2020
|
|
March 30, 2019
|
|
Change
|
||||||||||||
Sales
|
$
|
3,979
|
|
|
$
|
3,884
|
|
|
$
|
95
|
|
$
|
7,817
|
|
|
$
|
7,810
|
|
|
$
|
7
|
|
Sales volume change
|
|
|
|
|
2.7
|
%
|
|
|
|
|
(2.8
|
)%
|
||||||||||
Average sales price change
|
|
|
|
|
(0.3
|
)%
|
|
|
|
|
2.9
|
%
|
||||||||||
Operating income
|
$
|
109
|
|
|
$
|
156
|
|
|
$
|
(47
|
)
|
$
|
519
|
|
|
$
|
461
|
|
|
$
|
58
|
|
Operating margin
|
2.7
|
%
|
|
4.0
|
%
|
|
|
6.6
|
%
|
|
5.9
|
%
|
|
|
•
|
Sales Volume – Sales volume increased in the second quarter of fiscal 2020 due to stronger demand for our beef products but decreased for the first six months of fiscal 2020 due to 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.
|
•
|
Average Sales Price – Average sales price was relatively flat in the second quarter of fiscal 2020 and increased in the first six months of fiscal 2020 as beef demand remained strong.
|
•
|
Operating Income – Operating income in the second quarter of fiscal 2020 decreased as the result of volatile market conditions, increased operating costs and approximately $55 million of derivative losses. Operating income in the first six months of fiscal 2020 increased as we continued to maximize our revenues relative to live fed cattle costs, partially offset by increased operating costs, derivative losses and $16 million of net incremental costs from a production facility fire.
|
in millions
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||
|
March 28, 2020
|
|
March 30, 2019
|
|
Change
|
|
March 28, 2020
|
|
March 30, 2019
|
|
Change
|
||||||||||||
Sales
|
$
|
1,266
|
|
|
$
|
1,172
|
|
|
$
|
94
|
|
|
$
|
2,645
|
|
|
$
|
2,351
|
|
|
$
|
294
|
|
Sales volume change
|
|
|
|
|
2.0
|
%
|
|
|
|
|
|
4.6
|
%
|
||||||||||
Average sales price change
|
|
|
|
|
6.0
|
%
|
|
|
|
|
|
7.9
|
%
|
||||||||||
Operating income
|
$
|
93
|
|
|
$
|
100
|
|
|
$
|
(7
|
)
|
|
$
|
284
|
|
|
$
|
195
|
|
|
$
|
89
|
|
Operating margin
|
7.3
|
%
|
|
8.5
|
%
|
|
|
|
10.7
|
%
|
|
8.3
|
%
|
|
|
•
|
Sales Volume – Sales volume increased in the second quarter and first six months of fiscal 2020 due to increased domestic availability of live hogs and strong demand for our pork products, especially in the consumer products and export sales channels during the second quarter.
|
•
|
Average Sales Price – Average sales price increased in the second quarter and first six months of fiscal 2020 associated with higher livestock costs and stronger export markets.
|
•
|
Operating Income – Operating income was relatively flat in the second quarter of fiscal 2020 and increased in the first six months of 2020 as we maximized our revenues relative to the live hog markets, partially attributable to favorable export markets and improved operational performance, which were slightly offset by higher operating costs.
|
in millions
|
Three Months Ended
|
Six Months Ended
|
||||||||||||||||||||
|
March 28, 2020
|
|
March 30, 2019
|
|
Change
|
March 28, 2020
|
|
March 30, 2019
|
|
Change
|
||||||||||||
Sales
|
$
|
3,397
|
|
|
$
|
3,407
|
|
|
$
|
(10
|
)
|
$
|
6,689
|
|
|
$
|
6,522
|
|
|
$
|
167
|
|
Sales volume change
|
|
|
|
|
(1.5
|
)%
|
|
|
|
|
1.4
|
%
|
||||||||||
Average sales price change
|
|
|
|
|
1.2
|
%
|
|
|
|
|
1.2
|
%
|
||||||||||
Operating income
|
$
|
99
|
|
|
$
|
141
|
|
|
$
|
(42
|
)
|
$
|
156
|
|
|
$
|
301
|
|
|
$
|
(145
|
)
|
Operating margin
|
2.9
|
%
|
|
4.1
|
%
|
|
|
2.3
|
%
|
|
4.6
|
%
|
|
|
•
|
Sales Volume – Sales volume decreased in the second quarter of fiscal 2020 due to lower volume from our rendering and blending business. Sales volume increased in the first six months of fiscal 2020 primarily due to incremental volume from a business acquisition in the first quarter of fiscal 2019, partially offset by lower volume from our rendering and blending business.
|
•
|
Average Sales Price – Average sales price increased in the second quarter and first six months of fiscal 2020 due to lower rendering and blending sales, which carry a lower average sales price, largely offset by broadly weaker chicken pricing as a result of market conditions.
|
•
|
Operating Income – Operating income decreased in the second quarter and first six months of fiscal 2020 primarily from challenging pricing conditions and an approximately $40 million increase in net feed ingredient costs and derivative losses in addition to $21 million in restructuring costs incurred in the first six months of fiscal 2020.
|
in millions
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||
|
March 28, 2020
|
|
March 30, 2019
|
|
Change
|
|
March 28, 2020
|
|
March 30, 2019
|
|
Change
|
||||||||||||
Sales
|
$
|
2,080
|
|
|
$
|
2,027
|
|
|
$
|
53
|
|
|
$
|
4,220
|
|
|
$
|
4,176
|
|
|
$
|
44
|
|
Sales volume change
|
|
|
|
|
(0.1
|
)%
|
|
|
|
|
|
(1.6
|
)%
|
||||||||||
Average sales price change
|
|
|
|
|
2.7
|
%
|
|
|
|
|
|
2.7
|
%
|
||||||||||
Operating income
|
$
|
191
|
|
|
$
|
245
|
|
|
$
|
(54
|
)
|
|
$
|
349
|
|
|
$
|
510
|
|
|
$
|
(161
|
)
|
Operating margin
|
9.2
|
%
|
|
12.1
|
%
|
|
|
|
8.3
|
%
|
|
12.2
|
%
|
|
|
•
|
Sales Volume – Sales volume was flat for the second quarter but decreased for the first six months of fiscal 2020 as growth in volume across the consumer products channel was offset by a reduction in the foodservice channel and other intrasegment sales channel shifts.
|
•
|
Average Sales Price – Average sales price increased in the second quarter and first six months of fiscal 2020 due to favorable product mix and the pass through of increased raw material costs.
|
•
|
Operating Income – Operating income decreased primarily due to increased operating costs, including $65 million and $125 million increases in net raw material costs and derivative losses in the second quarter and first six months of fiscal 2020, respectively. Additionally, operating income was impacted by $22 million restructuring costs incurred in the first six months of fiscal 2020.
|
in millions
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||
|
March 28, 2020
|
|
March 30, 2019
|
|
Change
|
|
March 28, 2020
|
|
March 30, 2019
|
|
Change
|
||||||||||||
Sales
|
$
|
465
|
|
|
$
|
277
|
|
|
$
|
188
|
|
|
$
|
963
|
|
|
$
|
420
|
|
|
$
|
543
|
|
Operating income/(loss)
|
$
|
9
|
|
|
$
|
(7
|
)
|
|
$
|
16
|
|
|
$
|
19
|
|
|
$
|
(25
|
)
|
|
$
|
44
|
|
•
|
Sales – Sales increased in the second quarter and first six months of fiscal 2020 primarily from the incremental sales from the acquisition of our Thai and European operations as well as strong demand in our China operations. Sales also increased in the first six months of fiscal 2020 from the incremental sales from the acquisition of Keystone Foods.
|
•
|
Operating Income/(Loss) – Operating income increased in the second quarter and first six months of fiscal 2020 primarily from better performance in our China operations and inclusion of results from the Keystone Foods and Thai and European operations acquisitions.
|
in millions
|
Six Months Ended
|
||||||
|
March 28, 2020
|
|
March 30, 2019
|
||||
Net income
|
$
|
928
|
|
|
$
|
982
|
|
Non-cash items in net income:
|
|
|
|
||||
Depreciation and amortization
|
581
|
|
|
523
|
|
||
Deferred income taxes
|
46
|
|
|
4
|
|
||
Other, net
|
(35
|
)
|
|
69
|
|
||
Net changes in operating assets and liabilities
|
(260
|
)
|
|
(639
|
)
|
||
Net cash provided by operating activities
|
$
|
1,260
|
|
|
$
|
939
|
|
•
|
Cash flows associated with net changes in operating assets and liabilities for the six months ended:
|
•
|
March 28, 2020 – Decreased primarily from decreased accounts payable and increased accounts receivable. The changes in these balances are largely due to timing of payments and sales.
|
•
|
March 30, 2019 – Decreased primarily due to increased inventory and decreased accounts payable and income taxes payable. The increase in inventory is primarily due to planned inventory builds. The decrease in accounts payable is primarily due to timing of sales and payments.
|
in millions
|
Six Months Ended
|
||||||
|
March 28, 2020
|
|
March 30, 2019
|
||||
Additions to property, plant and equipment
|
$
|
(624
|
)
|
|
$
|
(656
|
)
|
Purchases of marketable securities, net
|
(17
|
)
|
|
(1
|
)
|
||
Acquisitions, net of cash acquired
|
—
|
|
|
(2,141
|
)
|
||
Proceeds from sale of business
|
29
|
|
|
—
|
|
||
Acquisition of equity investments
|
(184
|
)
|
|
—
|
|
||
Other, net
|
(81
|
)
|
|
32
|
|
||
Net cash used for investing activities
|
$
|
(877
|
)
|
|
$
|
(2,766
|
)
|
•
|
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. We expect capital spending for fiscal 2020 to approximate $1.2 billion.
|
•
|
Acquisitions, net of cash acquired, related to the acquisition of Keystone Foods in the first quarter of fiscal 2019. For further description refer to Part I, Item I, Notes to the Consolidated Condensed Financial Statements, Note 2: Acquisitions.
|
•
|
Acquisition of equity investments relates to the purchase 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.
|
•
|
Other, net for the first six months of fiscal 2020 primarily included deposits for capital expenditures.
|
in millions
|
Six Months Ended
|
||||||
|
March 28, 2020
|
|
March 30, 2019
|
||||
Proceeds from issuance of debt
|
$
|
68
|
|
|
$
|
4,600
|
|
Payments on debt
|
(62
|
)
|
|
(1,849
|
)
|
||
Borrowings on revolving credit facility
|
1,210
|
|
|
335
|
|
||
Payments on revolving credit facility
|
(1,080
|
)
|
|
(335
|
)
|
||
Proceeds from issuance of commercial paper
|
12,886
|
|
|
10,145
|
|
||
Repayments of commercial paper
|
(12,885
|
)
|
|
(10,567
|
)
|
||
Purchases of Tyson Class A common stock
|
(196
|
)
|
|
(146
|
)
|
||
Dividends
|
(301
|
)
|
|
(269
|
)
|
||
Stock options exercised
|
28
|
|
|
24
|
|
||
Other, net
|
(7
|
)
|
|
(26
|
)
|
||
Net cash provided by (used for) financing activities
|
$
|
(339
|
)
|
|
$
|
1,912
|
|
•
|
During the first six months of fiscal 2019, proceeds of $4,600 million 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 pending acquisition of the BRF Thai and European operations.
|
•
|
During the first six months of fiscal 2019, we extinguished the $1,800 million outstanding balance of our 364-day term loan using proceeds received from the issuance of debt and cash on hand.
|
•
|
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. On April 1, 2020, we borrowed the full $1.5 billion available under the term loan facility and used it to repay the $1.0 billion of outstanding commercial paper obligations and to repay the $200 million outstanding balance under the revolving credit facility.
|
•
|
During the first six months of fiscal 2020, the net impact from our commercial paper activity was not significant. During the first six months of fiscal 2019, we had net repayments of $422 million pursuant to our commercial paper program.
|
•
|
Purchases of Tyson Class A stock included:
|
•
|
$150 million and $100 million of shares repurchased pursuant to our share repurchase program during the six months ended March 28, 2020, and March 30, 2019, respectively.
|
•
|
$46 million of shares repurchased to fund certain obligations under our equity compensation programs during the six months ended March 28, 2020, and March 30, 2019.
|
•
|
Dividends paid during the six months ended March 28, 2020 reflected a 12% increase to our fiscal 2019 quarterly dividend rate.
|
in millions
|
|
|
|
|
|
|
|
|
|
|||||||
|
Commitments
Expiration Date
|
|
Facility
Amount
|
|
|
Outstanding
Letters of Credit
(no draw downs)
|
|
|
Amount
Borrowed
|
|
|
Amount
Available at
March 28, 2020
|
|
|||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
$
|
437
|
|
|||||
Short-term investments
|
|
|
|
|
|
|
|
|
2
|
|
||||||
Term loan facility
|
March 2022
|
|
1,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
1,500
|
|
|
Revolving credit facility
|
March 2023
|
|
1,750
|
|
|
$
|
—
|
|
|
$
|
200
|
|
|
1,550
|
|
|
Commercial paper
|
|
|
|
|
|
|
|
|
(1,000
|
)
|
||||||
Total liquidity
|
|
|
|
|
|
|
|
|
$
|
2,489
|
|
•
|
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 March 28, 2020, we had current debt of $1,142 million, which we intend to refinance or repay with cash generated from our operating activities and other existing or new liquidity sources.
|
•
|
On April 1, we borrowed the full $1.5 billion available under the term loan facility and used the proceeds to repay $1.0 billion of outstanding commercial paper obligations and to repay the $200 million outstanding balance under the revolving credit facility.
|
•
|
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 the three months ended March 28, 2020, was $390 million.
|
•
|
We expect net interest expense to approximate $475 million for fiscal 2020.
|
•
|
Our current ratio was 1.61 to 1 and 1.30 to 1 at March 28, 2020 and September 28, 2019, respectively. The increase in fiscal 2020 was primarily due to reduced current debt from refinancing the commercial paper obligations.
|
•
|
At March 28, 2020, approximately $410 million of our cash was held in the accounts of our foreign subsidiaries. Generally, we do not rely on the foreign cash as a source of funds to support our ongoing domestic liquidity needs. We manage our worldwide cash requirements by reviewing available funds among our foreign subsidiaries and the cost effectiveness with which those funds can be accessed. We intend to repatriate excess cash (net of applicable withholding taxes) not subject to regulatory requirements and to indefinitely reinvest outside of the United States the remainder of cash held by foreign subsidiaries. We do not expect the regulatory restrictions or taxes on repatriation to have a material effect on our overall liquidity, financial condition or the results of operations for the foreseeable future.
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Effect of 10% change in fair value
|
|
|
in millions
|
|
|||
|
March 28, 2020
|
|
September 28, 2019
|
||||
Livestock:
|
|
|
|
||||
Live Cattle
|
$
|
15
|
|
|
$
|
19
|
|
Lean Hogs
|
4
|
|
|
17
|
|
||
Grain:
|
|
|
|
||||
Corn
|
38
|
|
|
39
|
|
||
Soy Meal
|
35
|
|
|
31
|
|
|
Six Months Ended
|
|
Fiscal Year Ended
|
Twelve Months Ended
|
||||||||||
|
March 28, 2020
|
|
March 30, 2019
|
|
September 28, 2019
|
March 28, 2020
|
||||||||
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
928
|
|
|
$
|
982
|
|
|
$
|
2,035
|
|
$
|
1,981
|
|
Less: Interest income
|
(6
|
)
|
|
(7
|
)
|
|
(11
|
)
|
(10
|
)
|
||||
Add: Interest expense
|
239
|
|
|
218
|
|
|
462
|
|
483
|
|
||||
Add: Income tax expense
|
288
|
|
|
259
|
|
|
396
|
|
425
|
|
||||
Add: Depreciation
|
438
|
|
|
386
|
|
|
819
|
|
871
|
|
||||
Add: Amortization (a)
|
138
|
|
|
131
|
|
|
267
|
|
274
|
|
||||
EBITDA
|
$
|
2,025
|
|
|
$
|
1,969
|
|
|
$
|
3,968
|
|
$
|
4,024
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
||||||||
Total gross debt
|
|
|
|
|
$
|
11,932
|
|
$
|
12,120
|
|
||||
Less: Cash and cash equivalents
|
|
|
|
|
(484
|
)
|
(437
|
)
|
||||||
Less: Short-term investments
|
|
|
|
|
(1
|
)
|
(2
|
)
|
||||||
Total net debt
|
|
|
|
|
$
|
11,447
|
|
$
|
11,681
|
|
||||
|
|
|
|
|
|
|
||||||||
Ratio Calculations:
|
|
|
|
|
|
|
||||||||
Gross debt/EBITDA
|
|
|
|
|
3.0x
|
|
3.0x
|
|
||||||
Net debt/EBITDA
|
|
|
|
|
2.9x
|
|
2.9x
|
|
(a)
|
Excludes the amortization of debt issuance and debt discount expense of $5 million and $6 million for the six months ended March 28, 2020, and March 30, 2019, respectively, $12 million for the fiscal year ended September 28, 2019, and $11 million for the twelve months ended March 28, 2020, as it is included in interest expense.
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
•
|
continued commodity cost volatility, which may increase our costs and expenses;
|
•
|
additional increase in input cost may not be adequately captured through pricing;
|
•
|
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;
|
•
|
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;
|
•
|
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;
|
•
|
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;
|
•
|
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;
|
•
|
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;
|
•
|
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;
|
•
|
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;
|
•
|
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; and
|
•
|
a continued decrease in demand at restaurants or other away from home dining, which adversely affects our foodservice business.
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Period
|
Total
Number of
Shares
Purchased
|
|
|
Average
Price Paid
per Share
|
|
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
|
|
|
Maximum Number of
Shares that May Yet Be
Purchased Under the Plans
or Programs (1)
|
|
|
Dec. 29, 2019 to Jan. 25, 2020
|
103,590
|
|
|
$
|
90.91
|
|
—
|
|
|
19,539,848
|
|
Jan. 26, 2020 to Feb 29, 2020
|
459,812
|
|
|
76.99
|
|
413,819
|
|
|
19,126,029
|
|
|
Mar. 1, 2020 to Mar. 28, 2020
|
285,514
|
|
|
66.33
|
|
275,001
|
|
|
18,851,028
|
|
|
Total
|
848,916
|
|
(2)
|
$
|
75.10
|
|
688,820
|
|
(3)
|
18,851,028
|
|
(1)
|
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, authorized for repurchase under our share repurchase program. The program has no fixed or scheduled termination date.
|
(2)
|
We purchased 160,096 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 133,664 shares purchased in open market transactions and 26,432 shares withheld to cover required tax withholdings on the vesting of restricted stock.
|
(3)
|
These shares were purchased during the period pursuant to our previously announced stock repurchase program.
|
Item 3.
|
Defaults Upon Senior Securities
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Other Information
|
Item 6.
|
Exhibits
|
Exhibit
No. |
|
Exhibit Description
|
|
|
|
3.1
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
32.2
|
|
|
|
|
|
101
|
|
The following information from our Quarterly Report on Form 10-Q for the quarter ended March 28, 2020, formatted in iXBRL (inline eXtensible Business Reporting Language): (i) Consolidated Condensed Statements of Income, (ii) Consolidated Condensed Statements of Comprehensive Income, (iii) Consolidated Condensed Balance Sheets, (iv) Consolidated Condensed Statements of Shareholders' Equity, (v) Consolidated Condensed Statements of Cash Flows, and (vi) the Notes to Consolidated Condensed Financial Statements.
|
|
|
|
104
|
|
Cover Page Interactive Data File formatted in iXBRL.
|
|
|
TYSON FOODS, INC.
|
|
|
|
|
|
|
|
|
|
Date: May 4, 2020
|
|
|
/s/ Stewart Glendinning
|
|
|
|
Stewart Glendinning
|
|
|
|
Executive Vice President, Chief Financial Officer, and interim Chief Accounting Officer
|
|
|
|
|
|
|
|
|
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