424B5 1 ny20079807x2_424b5.htm 424B5

Filed Pursuant to Rule 424(b)(5)

File No. 333-296632

PROSPECTUS SUPPLEMENT

(TO PROSPECTUS DATED JUNE 9, 2026)

Tyson Foods, Inc.

$500,000,000 5.100% Senior Notes due 2031

$500,000,000 5.600% Senior Notes due 2037

We are offering $500,000,000 aggregate principal amount of 5.100% Senior Notes due 2031 (the “2031 notes”) and $500,000,000 aggregate principal amount of 5.600% Senior Notes due 2037 (the “2037 notes” and, together with the 2031 notes, the “notes”).

We will pay interest on the 2031 notes semiannually on February 24 and August 24 of each year, commencing on February 24, 2027. We will pay interest on the 2037 notes semiannually on January 24 and July 24 of each year, commencing on January 24, 2027. The 2031 notes and the 2037 notes will mature on August 24, 2031 and January 24, 2037, respectively. We may redeem some or all of the notes at any time and from time to time at the applicable redemption prices described herein.

The notes will be our senior unsecured obligations and will rank equally with all of our other existing and future senior unsecured indebtedness from time to time outstanding, including all other senior notes issued under the indenture. Each series of notes will be issued only in registered form in denominations of $2,000 and in integral multiples of $1,000 in excess thereof. The notes will not be listed on any securities exchange.

Investing in our notes involves risks. See “Risk Factors” beginning on page S-8 of this prospectus supplement.


	Per 2031 Note	Total for 2031 Notes	Per 2037 Note	Total for 2037 Notes
Public Offering Price⁽¹⁾	99.969%	$499,845,000	99.608%	$498,040,000
Underwriting Discounts and Commissions	0.600%	$3,000,000	0.650%	$3,250,000
Proceeds, before expenses to us	99.369%	$496,845,000	98.958%	$494,790,000

(1)	Plus accrued interest from, and including, August 24, 2026, if settlement occurs after that date.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the notes to purchasers on or about August 24, 2026.

Joint Book-Running Managers


BofA Securities			J.P. Morgan			Morgan Stanley			Rabo Securities


RBC Capital Markets			Goldman Sachs & Co. LLC			US Bancorp

Senior Co-Managers


Scotiabank			SMBC Nikko

Co-Managers


BMO Capital Markets			Regions Securities LLC			Academy Securities


Loop Capital Markets			Siebert Williams Shank

The date of this prospectus supplement is August 10, 2026.

TABLE OF CONTENTS

Prospectus Supplement

Prospectus

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ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the Securities and Exchange Commission using a shelf registration process.

This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. The second part, the accompanying prospectus, gives more general information, some of which does not apply to this offering.

Both this prospectus supplement and the accompanying prospectus include or incorporate by reference important information about us, our notes and other information you should know before investing. You should read both this prospectus supplement and the accompanying prospectus as well as additional information described under “Where You Can Find More Information” in this prospectus supplement before investing in our notes.

Neither we nor the underwriters have authorized anyone to provide you with any information other than that contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the underwriters are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this prospectus supplement and the accompanying prospectus and the documents incorporated by reference is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.

Unless the context otherwise requires, in this prospectus supplement the words “the Company,” “Tyson,” “we,” “us,” and “our” refer to Tyson Foods, Inc. and not to any of its subsidiaries.

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WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public from the SEC’s website at http://www.sec.gov. Our Class A common stock is listed and traded on the New York Stock Exchange, or “NYSE.” You may also inspect the information we file with the SEC at the NYSE’s offices at 20 Broad Street, New York, New York 10005. Information about us, including certain SEC filings, is also available at our website at https://ir.tyson.com. However, the information on our website is not a part of this prospectus supplement or the accompanying prospectus.

The SEC allows us to “incorporate by reference” in this prospectus supplement and the accompanying prospectus the information in other documents that we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated or deemed to be incorporated by reference is considered to be a part of this prospectus supplement and the accompanying prospectus, and information in documents that we file later with the SEC will automatically update and supersede information contained in documents filed earlier with the SEC or contained in this prospectus supplement and the accompanying prospectus.

We incorporate by reference in this prospectus supplement and the accompanying prospectus the documents listed below and any future filings that we may make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the “Exchange Act,” prior to the termination of the offering under this prospectus supplement and the accompanying prospectus (provided, however, that we are not incorporating, in each case, any documents or information deemed to have been furnished and not filed in accordance with SEC rules):

•	Our Annual Report on Form 10-K for the fiscal year ended September 27, 2025;

•	Our Quarterly Reports on Form 10-Q for the quarterly periods ended December 27, 2025, March 28, 2026 and June 27, 2026;

•	The information included in our Definitive Proxy Statement on Schedule 14A filed on December 17, 2025 that is specifically incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended September 27, 2025;

•

Our Current Reports on Form 8-K filed with the SEC on November 21, 2025 (solely Item 8.01 therein), December 15, 2025, February 2, 2026 (solely Item 8.01 therein), February 9, 2026, February 11, 2026, February 20, 2026, April 2, 2026, May 28, 2026 (solely Item 5.02 therein), June 8, 2026 (solely Item 5.02 therein, amended on June 17, 2026), June 9, 2026 and June 18, 2026; and

•	Our Registration Statement on Form 8-A dated October 14, 1997.

You may obtain a copy of any or all of the documents referred to above which may have been or may be incorporated by reference into this prospectus supplement and the accompanying prospectus (excluding certain exhibits to the documents) at no cost to you by writing or telephoning us at the following address:

Investor Relations Department

Tyson Foods, Inc.

2200 West Don Tyson Parkway

Springdale, AR 72762-6999

(800) 632-3410 x4524

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SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

Certain information in this prospectus constitutes forward-looking statements. These statements are intended to qualify for the “safe harbor” from liability established by the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, current views and estimates of our outlook for fiscal 2026, other future economic circumstances, industry conditions in domestic and international markets, our performance and financial results (e.g., debt levels, return on invested capital, value-added product growth, capital expenditures, tax rates, access to foreign markets and dividend policy). Words such as “believe,” “expect,” “anticipate,” “estimate,” “intend,” “project,” “forecast,” “target,” “outlook,” “may,” “should,” “could,” and similar expressions, as well as statements written in the future tense, identify forward-looking statements. These forward-looking statements are subject to a number of factors and uncertainties that could cause our actual results and experiences to differ materially from anticipated results and expectations expressed in such forward-looking statements. We wish to caution readers not to place undue reliance on any forward-looking statements, which are expressly qualified in their entirety by this cautionary statement and speak only as of the date made. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Among the factors that may cause actual results and experiences to differ from anticipated results and expectations expressed in such forward-looking statements are the following: (i) the effectiveness of financial excellence programs or operational optimization plans; (ii) access to, and inputs from, foreign markets together with foreign economic conditions, including currency fluctuations, import/export restrictions and foreign politics; (iii) global pandemics have had, and may in the future have, an adverse impact on our business and operations; (iv) cyber attacks, other cyber incidents, security breaches or other disruptions of our information technology systems; (v) risks associated with our failure to consummate favorable acquisition transactions or integrate certain acquisitions’ operations; (vi) the Tyson Limited Partnership’s ability to exercise significant control over the Company; (vii) fluctuations in the cost and availability of inputs and raw materials, such as live cattle, live swine, feed grains (including corn and soybean meal) and energy; (viii) market conditions for finished products, including competition from other global and domestic food processors, supply and pricing of competing products and alternative proteins and demand for alternative proteins; (ix) outbreak of a livestock disease (such as African swine fever (ASF), avian influenza (AI), New World screwworm or bovine spongiform encephalopathy (BSE)), which could have an adverse effect on livestock we own, the availability of livestock we purchase, consumer perception of certain protein products or our ability to conduct our operations; (x) changes in consumer preference and diets and our ability to identify and react to consumer trends; (xi) effectiveness of advertising and marketing programs; (xii) significant marketing plan changes by large customers or loss of one or more large customers; (xiii) our ability to leverage brand value propositions; (xiv) changes in availability and relative costs of labor and contract farmers and our ability to maintain good relationships with team members, labor unions, contract farmers and independent producers providing us livestock; (xv) issues related to food safety, including costs resulting from product recalls, regulatory compliance and any related claims or litigation; (xvi) compliance with and changes to regulations and laws (both domestic and foreign), including changes in accounting standards, tax laws, environmental laws, agricultural laws and occupational, health and safety laws; (xvii) the effect of climate change and any legal or regulatory response thereto; (xviii) adverse results from litigation; (xix) risks associated with leverage, including cost increases due to rising interest rates or changes in debt ratings or outlook; (xx) impairment in the carrying value of our goodwill or indefinite life intangible assets; (xxi) our participation in a multiemployer pension plan; (xxii) volatility in capital markets or interest rates; (xxiii) risks associated with our commodity purchasing activities; (xxiv) the effect of, or changes in, general economic conditions; (xxv) impacts on our operations caused by factors and forces beyond our control, such as natural disasters, fire, bioterrorism, pandemics, armed conflicts or extreme weather; (xxvi) failure to maximize or assert our intellectual property rights; (xxvii) effects related to changes in tax rates, valuation of deferred tax assets and liabilities, or tax laws and their interpretation; and (xxviii) those factors listed under Item 1A. “Risk Factors” included in our Annual Report filed on Form 10-K for the year ended September 27, 2025, in our Quarterly Reports filed on Form 10-Q for the three months ended December 27, 2025, March 28, 2026 and June 27, 2026, and subsequently filed Current Reports on Form 8-K. You should refer to the “Risk Factors” section of this prospectus supplement and the accompanying prospectus and to the Company’s periodic and current reports filed with the SEC for specific risks which would cause actual results to be significantly different from those expressed or implied by these forward-looking statements. It is not possible to identify all of the risks, uncertainties and other factors that may affect future results. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. Accordingly, readers of this prospectus supplement and the accompanying prospectus are cautioned not to place undue reliance on the forward-looking statements.

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SUMMARY

This summary highlights selected information contained elsewhere in or incorporated by reference in this prospectus supplement and the accompanying prospectus. This summary may not contain all the information that you should consider before investing in our notes. You should carefully read the entire prospectus supplement and the accompanying prospectus, including the section entitled “Risk Factors,” the documents incorporated by reference in this prospectus supplement and the accompanying prospectus and our consolidated financial statements and related notes incorporated by reference in this prospectus supplement and the accompanying prospectus, before making an investment decision.

OUR COMPANY

We are a world-class food company and recognized leader in protein. Founded in 1935 by John W. Tyson, we have grown under four generations of family leadership. The Company is unified by this purpose: Tyson Foods. We Feed the World Like Family^TM and have a broad portfolio of iconic products and brands including Tyson®, Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, State Fair®, Aidells® and ibp®. We are dedicated to bringing high-quality food to every table in the world, safely and affordably, now and for future generations. Headquartered in Springdale, Arkansas, the Company had approximately 133,000 employees (“team members”) on September 27, 2025. Through our Core Values, Tyson Foods strives to operate with integrity, create value for its shareholders, customers, communities and team members, be faith-friendly and inclusive, provide a safe work environment and serve as a steward of the animals, land and environment entrusted to it. Some of the key factors influencing our business are customer demand for our products; the ability to maintain and grow relationships with customers and introduce new and innovative products to the marketplace; accessibility of international markets; market prices for our products; the cost and availability of live cattle and hogs, raw materials and feed ingredients; availability of team members to operate our production facilities; and operating efficiencies of our facilities. We operate in five reportable segments: Beef, Pork, Chicken, Prepared Foods and International.

We operate a fully vertically-integrated chicken production process. Our integrated operations consist of breeding stock, contract farmers, feed production, processing, further-processing, marketing and transportation of chicken and related specialty products, including animal and pet food ingredients. Through our wholly-owned subsidiary, Cobb-Vantress, we are one of the leading poultry breeding stock suppliers in the world. Investing in breeding stock research and development allows us to breed into our flocks the characteristics found to be most desirable.

We also process live fed cattle and hogs and fabricate dressed beef and pork carcasses into primal and sub-primal meat cuts, case-ready beef and pork and fully-cooked meats. In addition, we derive value from specialty products such as hides and variety meats sold to further processors and others.

We produce a wide range of fresh, value-added, frozen and refrigerated food products. Our products are marketed and sold primarily by our sales staff to grocery retailers, grocery wholesalers, meat distributors, warehouse club stores, military commissaries, industrial food processing companies, chain restaurants or their distributors, live markets, international export companies and domestic distributors who serve restaurants, foodservice operations such as plant and school cafeterias, convenience stores, hospitals and other vendors. Additionally, sales to the military and a portion of sales to international markets are made through independent brokers and trading companies.

As part of our commitment to innovation and growth, we have a subsidiary focused on investing in companies developing breakthrough technologies, business models and products that have the potential to transform the food industry. Tyson New Ventures, LLC is used to broaden our exposure to innovative, new forms of protein and ways of improving animal welfare, water management, and packaging and land stewardship initiatives to complement the Company’s continuing investments in innovation in our core Beef, Pork, Chicken, Prepared Foods and International businesses.

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RECENT DEVELOPMENTS

On August 10, 2026, we announced the commencement of an offer to purchase for cash up to $1,200,000,000 of our outstanding 3.55% Notes due June 2027 (the “2027 Notes”), 4.35% Notes due March 2029 (the “4.35% 2029 Notes”) and 5.40% Notes due March 2029 (the “5.40% 2029 Notes,” together with the 2027 Notes and the 4.35% 2029 Notes, the “Tender Offer Notes”) (the “Tender Offer”) pursuant to a separate offer to purchase, dated as of August 10, 2026, and related documents (the “Tender Offer Materials”). The Tender Offer will expire at 5:00 p.m., New York City time, on September 8, 2026, or any other date and time to which we extend the Tender Offer.

We intend to use the proceeds from this offering (after deducting estimated fees, commissions and expenses relating to this offering and to the concurrent Tender Offer), together with cash on hand, to purchase the Tender Offer Notes and the remainder, if any, for general corporate purposes. The settlement of the Tender Offer is conditioned upon the consummation of this offering on terms and conditions satisfactory to us, in a manner such that the net proceeds from this offering, together with other available sources of cash, are sufficient to purchase all of the Tender Offer Notes validly tendered pursuant to the Tender Offer and other general conditions set forth in the Tender Offer Materials. We may waive these and other conditions at our sole discretion.

Whether or not the Tender Offer is consummated, we may, from time to time, purchase the Tender Offer Notes in the open market, in privately negotiated transactions, through tender or exchange offers or otherwise, or may redeem any of the Tender Offer Notes pursuant to their terms. BofA Securities, Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Rabo Securities USA, Inc. are acting as the dealer managers for the Tender Offer.

This prospectus supplement is not an offer to purchase or a solicitation of an offer to sell the Tender Offer Notes and does not constitute a notice of redemption of the Tender Offer Notes.

CORPORATE INFORMATION

Tyson Foods, Inc. commenced business in 1935, was incorporated in Arkansas in 1947, and was reincorporated in Delaware in 1986.

Our principal executive offices are located at 2200 West Don Tyson Parkway, Springdale, Arkansas 72762-6999. Our telephone number is (479) 290-4000. Our website is www.tysonfoods.com. Information on or accessible through our website is not part of this prospectus supplement.

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THE OFFERING

Issuer

Tyson Foods, Inc., a Delaware corporation.

Notes Offered

$500,000,000 aggregate principal amount of 5.100% Senior Notes due 2031 (the “2031 notes”).

$500,000,000 aggregate principal amount of 5.600% Senior Notes due 2037 (the “2037 notes”).

Maturity

The 2031 notes will mature on August 24, 2031 and the 2037 notes will mature on January 24, 2037, in each case unless earlier redeemed by us, as described below.

Interest Payment Dates

We will pay interest on the 2031 notes semiannually on February 24 and August 24 of each year, or the first business day thereafter if such day is not a business day, commencing on February 24, 2027.

We will pay interest on the 2037 notes semiannually on January 24 and July 24 of each year, or the first business day thereafter if such day is not a business day, commencing on January 24, 2027.

Interest Rate

For the 2031 notes: 5.100% per annum.

For the 2037 notes: 5.600% per annum.

Ranking

The notes will be our senior unsecured obligations, and will rank equally with all our future senior unsecured indebtedness, including all other senior notes issued under the indenture, from time to time outstanding. The indenture provides for the issuance from time to time of senior unsecured indebtedness by us in an unlimited amount. The notes will be effectively subordinated to any of our future secured debt, to the extent of the value of the collateral securing such debt, and will be structurally subordinated to all existing and future obligations of our subsidiaries.

As of June 27, 2026, prior to giving effect to this offering, the Company and its consolidated subsidiaries had outstanding, on a consolidated basis, $8,006 million of total debt.

Optional Redemption

We may redeem some or all of the notes at any time prior to maturity at the redemption prices described in this prospectus supplement under “Description of the Notes—Optional Redemption.”

Change of Control Offer

If a “Change of Control Triggering Event” (as defined in “Description of the Notes—Change of Control”) occurs with respect to a series of notes, we will be required, unless we have exercised our option to redeem the notes of such series, to offer to purchase the notes of such series at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest to the date of purchase. See “Description of the Notes—Change of Control.”

Certain Covenants

The indenture governing the notes contains certain covenants. See “Description of the Notes—Certain

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Covenants” in this prospectus supplement and “Description of Debt Securities—Certain Covenants” in the accompanying prospectus.

Form and Denomination

Each series of notes will be issued in fully registered form in denominations of $2,000 and in integral multiples of $1,000 in excess thereof.

DTC Eligibility

The notes will be represented by global certificates deposited with, or on behalf of, The Depository Trust Company, which we refer to as “DTC,” or its nominee. See “Description of the Notes—Book-Entry System.”

Use of Proceeds

We estimate that the net proceeds from this offering, after deducting underwriting discounts and commissions and estimated offering expenses, will be approximately $989 million. We intend to use the net proceeds from this offering, together with cash on hand, to purchase the Tender Offer Notes and the remainder, if any, for general corporate purposes. See “Use of Proceeds.”

No Listing of the Notes

We do not intend to apply to list the notes on any securities exchange or to have the notes quoted on any automated quotation system.

Governing Law

New York law.

Trustee, Registrar and Paying Agent

The Bank of New York Mellon Trust Company, N.A.

Risk Factors

See “Risk Factors” beginning on page S-8 of this prospectus supplement and other information included or incorporated by reference in this prospectus supplement and the accompanying prospectus for a discussion of the factors you should carefully consider before deciding to invest in the notes.

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

The following table presents our summary historical consolidated financial data and other operating data. The summary historical consolidated financial information is derived from the financial statements we have incorporated by reference into this prospectus supplement and the accompanying prospectus. The other information set forth below includes certain non-GAAP financial measures, which are not presentations made in accordance with GAAP and are presented only as a supplement to our financial statements based on GAAP.

You should read the summary historical consolidated financial information together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our historical consolidated and unaudited condensed consolidated financial statements and the related notes incorporated by reference into this prospectus supplement and the accompanying prospectus. See “Where You Can Find More Information” in this prospectus supplement.


	Fiscal Year Ended			Nine Months Ended
	September 27, 2025	September 28, 2024	September 30, 2023	June 27, 2026	June 28, 2025
	(in millions, except per share data and margin data)
Consolidated Condensed Statements of Income:
Sales	$54,441	$53,309	$52,881	$41,834	$40,581
Cost of sales	50,879	49,682	50,250	39,143	37,745
Gross profit	3,562	3,627	2,631	2,691	2,836
Selling, general and administrative	2,121	2,218	2,245	1,592	1,553
Goodwill impairment	343	—	781	—	343
Operating income (loss)	1,098	1,409	(395)	1,099	940
Interest income	(73)	(89)	(30)	(27)	(57)
Interest expense	449	481	355	299	343
Other, net	(47)	(75)	(42)	75	(47)
Total other (income) expense	329	317	283	347	239
Income (loss) before income taxes	769	1,092	(678)	752	701
Income tax expense (benefit)	262	270	(29)	212	252
Net Income (loss)	507	822	(649)	540	449
Less: Net income (loss) attributable to noncontrolling interests	33	22	(1)	13	22
Net income (loss) attributable to Tyson	$474	$800	$(648)	$527	$427
Net income (loss) per share attributable to Tyson:
Class A basic	$1.37	$2.31	$(1.87)	$1.53	$1.23
Class B basic	$1.22	$2.06	$(1.68)	$1.38	$1.10
Diluted	$1.33	$2.25	$(1.87)	$1.49	$1.20
Other Financial Data:
Cash provided by operating activities	$2,155	$2,590	$1,752	$1,469	$1,620
Depreciation and amortization	1,361	1,400	1,339	1,055	1,029
EBITDA⁽¹⁾⁽²⁾	2,495	2,872	976	2,071	2,008
Adjusted EBITDA⁽¹⁾⁽²⁾	3,632	3,120	2,149	2,581	2,684
Adjusted Operating Income⁽¹⁾⁽³⁾	2,287	1,820	933	1,616	1,679
Adjusted Operating Margin⁽¹⁾⁽³⁾	4.1%	3.4%	1.8%	3.8%	4.1%

Balance Sheet date (at end of period):
Cash and cash equivalents	$1,229	$1,717	$573	$740	$1,547
Total assets	36,658	37,100	36,251	35,612	36,464
Net property, plant and equipment	9,204	9,442	9,634	8,789	9,081
Total debt	8,830	9,787	9,506	8,006	9,065
Total Shareholders’ equity	18,227	18,514	18,255	18,185	18,468

(1)

EBITDA is defined as net income before interest, income taxes, depreciation and amortization. Net debt to EBITDA (Adjusted EBITDA) represents the ratio of our debt, net of cash, cash equivalents and short-term investments, to EBITDA (and to Adjusted EBITDA). EBITDA, Adjusted EBITDA, net debt to EBITDA and net debt to Adjusted EBITDA are presented as supplemental financial measurements in the evaluation of our business.

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Adjusted EBITDA, Adjusted Operating Income (Loss) and Adjusted Operating Margin are defined as EBITDA, Operating Income (Loss) and Operating Margin (Operating Income or Loss divided by Sales), respectively, excluding the impacts of any items that management believes affect comparability and do not directly reflect our core operations on an ongoing basis, which in management’s judgment, affect the year-to-year assessment of operating results.

Adjusted Operating Income (Loss), Adjusted Operating Margin, EBITDA, Adjusted EBITDA, net debt to EBITDA and net debt to Adjusted EBITDA are presented as supplemental financial measures in the evaluation of our business that are not required by, or presented in accordance with GAAP. The non-GAAP financial measures are tools intended to assist our management and investors in comparing our performance on a consistent basis for purposes of business decision-making by removing the impact of certain items that management believes do not directly reflect our core operations on an ongoing basis. These non-GAAP measures should not be a substitute for their comparable GAAP financial measures. You should rely primarily on our GAAP results and use non-GAAP financial measures only supplementally in making investment decisions. We believe the presentation of these non-GAAP financial measures helps management and investors to assess our operating performance from period to period, including our ability to generate earnings sufficient to service our debt, enhances understanding of our financial performance and highlights operational trends. These measures are widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies. Our calculation of non-GAAP measures may not be comparable to similarly titled measures reported by other companies and other companies may not define these non-GAAP financial measures in the same way, which may limit their usefulness of comparative measures.

(2)	The following table presents a reconciliation of our non-GAAP EBITDA, Adjusted EBITDA and net debt to Adjusted EBITDA to GAAP net income for the periods presented:


	Fiscal Year Ended			Nine Months Ended
	September 27, 2025	September 28, 2024	September 30, 2023	June 27, 2026	June 28, 2025
	(in millions, except margin data) (unaudited)
Net income (loss)	$507	$822	$(649)	$540	$449
Less: Interest income	(73)	(89)	(30)	(27)	(57)
Add: Interest expense	449	481	355	299	343
Add/(Less): Income tax expense (benefit)	262	270	(29)	212	252
Add: Depreciation	1,093	1,159	1,100	885	828
Add: Amortization^(a)	257	229	229	162	193
EBITDA	$2,495	$2,872	$976	$2,071	$2,008
Adjustments to EBITDA:
Less: Facility fire related costs (insurance proceeds)	$(36)	$(18)	$(75)	$—	$(21)
Add: Brand and product line discontinuations	23	8	17	—	17
Add: Restructuring and related charges	45	31	124	195	33
Add: Plant closure and disposal charges	17	182	303	—	17
Add: Legal contingency accruals	738	174	156	269	343
Add: Goodwill and intangible impairments	343	—	781	—	343
Add: Product recall	41	—	—	—	—
Add: Impairment of equity investments	28	—	—	73	—
Add: Executive leadership transition charges	—	—	—	73	—
Less: Depreciation and amortization included in EBITDA adjustments^(b)	(62)	(129)	(133)	(100)	(56)
Total Adjusted EBITDA	$3,632	$3,120	$2,149	$2,581	$2,684
Total gross debt	$8,830	$9,787	$9,506
Less: Cash and cash equivalents	(1,229)	(1,717)	(573)
Less: Short-term investments	—	(10)	(15)
Total net debt	$7,601	$8,060	$8,918
Ratio Calculations:
Gross debt/EBITDA	3.5x	3.4x	9.7x
Net debt/EBITDA	3.0x	2.8x	9.1x
Gross debt/Adjusted EBITDA	2.4x	3.1x	4.4x
Net debt/Adjusted EBITDA	2.1x	2.6x	4.1x

(a)

Excludes the amortization of debt issuance and debt discount expense of $11 million for the fiscal year ended September 27, 2025, $12 million for the fiscal year ended September 28, 2024, $10 million for the fiscal year ended September 30, 2023, $8 million for the nine months ended June 27, 2026 and $8 million for the nine months ended June 28, 2025 as it is included in interest expense.

(b)

Removal of accelerated depreciation of $39 million, $19 million, $100 million and $39 million related to restructuring and related charges for the fiscal year ended September 27, 2025, the fiscal year ended September 30, 2023, the nine months ended June 27, 2026 and the nine months ended June 28, 2025, respectively, and $127 million and $114 million related to plant closures and disposals for the fiscal years ended September 28, 2024 and September 30, 2023, respectively, as they are already included in depreciation expense. Removal of accelerated amortization of $23 million, $2 million and $17 million related to brand discontinuation for the fiscal years ended September 27, 2025 and September 28, 2024 and the nine months ended June 28, 2025, respectively, as they are already included in amortization expense.

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(3)	The following table presents a reconciliation of our Adjusted Operating Income (Loss) and Adjusted Operating Margin for the periods presented:


	Fiscal Year Ended			Nine Months Ended
	September 27, 2025	September 28, 2024	September 30, 2023	June 27, 2026	June 28, 2025
	(in millions, except margin data) (unaudited)
Sales	$54,441	$53,309	$52,881	$41,834	$40,581
Operating income (loss)	1,098	1,409	(395)	1,099	940
Add/(Less): Plant closure and disposal charges	17	182	303	—	17
Add: Legal contingency accruals	738	174	156	269	343
Add: Executive leadership transition charges	—	—	—	73	—
Add/(Less): Restructuring and related charges	45	31	124	175	33
Add/(Less): Facility fire related costs (insurance proceeds)	(18)	16	(53)	—	(14)
Add: Goodwill and intangible impairments	343	—	781	—	343
Add: Brand and product line discontinuations	23	8	17	—	17
Add: Product recall	41	—	—	—	—
Adjusted Operating Income	$2,287	$1,820	$933	$1,616	$1,679
Reported Operating Margin %	2.0%	2.6%	(0.7)%	2.6%	2.3%
Adjusted Operating Margin %^(a)	4.1%	3.4%	1.8%	3.8%	4.1%

(a)	Adjusted operating margin excludes $698 million, $45 million and $156 million for fiscal years 2025, 2024 and 2023, respectively, and $248 million and $343 for the nine months ended June 27, 2026 and June 28, 2025, respectively, of legal contingency accruals recognized as a reduction to Sales.

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RISK FACTORS

Any investment in our notes involves a high degree of risk. You should carefully consider the risks described below and all of the information contained in or incorporated by reference into this prospectus supplement and the accompanying prospectus before deciding whether to purchase our notes. In addition, you should carefully consider, among other things, the matters discussed (i) under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 27, 2025, (ii) in our Quarterly Reports filed on Form 10-Q for the three months ended December 27, 2025, March 28, 2026 and June 27, 2026 and (iii) in other documents that we subsequently file with the Securities and Exchange Commission, all of which are incorporated by reference into this prospectus supplement. The risks and uncertainties described in such incorporated documents and described below are not the only risks and uncertainties we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of those risks actually occurs, our business, financial condition and results of operations would suffer. In that event, the trading price of our notes could decline, and you may lose all or part of your investment in our notes. The risks discussed below also include forward-looking statements and our actual results may differ substantially from those discussed in these forward-looking statements. See “Special Note on Forward-Looking Statements.”

Risks Related to the Notes

The notes will be effectively subordinated to all of our existing and future secured debt and to the existing and future obligations of our subsidiaries.

The notes will rank senior in right of payment to our existing and future indebtedness that is expressly subordinated in right of payment to the notes; equal in right of payment to our existing and future liabilities that are not so subordinated; junior in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness incurred by our subsidiaries. In the event of our bankruptcy, liquidation, reorganization or other winding up, our assets that secure debt ranking senior or equal in right of payment to the notes will be available to pay obligations on the notes only after the secured debt has been repaid in full from these assets. There may not be sufficient assets remaining to pay amounts due on any or all of the notes then outstanding. The indenture governing the notes does not prohibit us from incurring additional senior debt or secured debt, nor does it prohibit any of our subsidiaries from incurring additional liabilities.

As of June 27, 2026, prior to giving effect to this offering, the Company and its consolidated subsidiaries had outstanding, on a consolidated basis, $8,006 million of total debt. We intend to use the net proceeds from this offering, together with cash on hand, to purchase the Tender Offer Notes and the remainder, if any, for general corporate purposes.

The notes are obligations of Tyson Foods, Inc. only and our operations are conducted through, and substantially all of our consolidated assets are held by, our subsidiaries.

The notes are obligations of Tyson Foods, Inc. and are not guaranteed by any of our subsidiaries. A substantial portion of our consolidated assets is held by our subsidiaries. Accordingly, our ability to service our debt, including the notes, depends on the results of operations of our subsidiaries and upon the ability of such subsidiaries to provide us with cash, whether in the form of dividends, loans or otherwise, to pay amounts due on our obligations, including the notes. Our subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to make payments on the notes or to make any funds available for that purpose. In addition, dividends, loans or other distributions to us from such subsidiaries may be subject to contractual and other restrictions and are subject to other business considerations.

Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial debt.

Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness, including the notes, depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. Our business may not continue to generate cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness

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will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations.

Despite our current debt levels, we may still incur substantially more debt or take other actions which would intensify the risks discussed above.

Despite our current consolidated debt levels, we and our subsidiaries may be able to incur substantial additional debt in the future, subject to the restrictions contained in our debt instruments, some of which may be secured debt. We will not be restricted under the terms of the indenture governing the notes from incurring additional debt, securing existing or future debt, recapitalizing our debt or taking a number of other actions that are not limited by the terms of the indenture that could have the effect of diminishing our ability to make payments on the notes when due.

You may not be able to sell your notes if active trading markets for the notes do not develop.

The 2031 notes and the 2037 notes each constitutes a new issue of securities, for which there are no existing trading markets. In addition, we do not intend to apply to list the notes on any securities exchange or for quotation on any automated quotation system. We cannot provide you with any assurance regarding whether trading markets for the notes will develop, the ability of holders of the notes to sell their notes or the prices at which holders may be able to sell their notes of each series. The underwriters have advised us that they currently intend to make a market in the 2031 notes and the 2037 notes. The underwriters, however, are not obligated to do so, and any market-making activity with respect to the notes may be discontinued at any time without notice. If no active trading markets develop, you may be unable to resell the notes at any price or at their fair market value or at all.

The prices at which you will be able to sell your notes prior to maturity will depend on a number of factors and may be substantially less than the amount you originally invest.

We believe that the value of the notes in any secondary market will be affected by the supply and demand of the notes, the interest rate and a number of other factors. Some of these factors are interrelated in complex ways. As a result, the effect of any one factor may be offset or magnified by the effect of another factor. The following paragraphs describe what we expect to be the impact on the market value of the notes of a change in a specific factor, assuming all other conditions remain constant.

•	United States Interest Rates. We expect that the market value of the notes will be affected by changes in United States interest rates. In general, if United States interest rates increase, the market value of the notes may decrease. We cannot predict the future level of market interest rates.

•

Our Credit Rating, Financial Condition and Results of Operations. We expect that each series of notes will be rated by one or more nationally recognized statistical rating organizations. Any rating agency that rates the notes may lower our rating or decide not to rate the notes in its sole discretion. Actual or anticipated changes in our credit ratings, financial condition or results of operations may affect the market value of the notes. In general, if our credit rating is downgraded, the market value of the notes may decrease. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating organization. No person is obligated to maintain any rating on the notes, and, accordingly, we cannot assure you that the ratings assigned to the notes will not be lowered or withdrawn by the assigning rating organization at any time thereafter.

We want you to understand that the impact of one of the factors above, such as an increase in United States interest rates, may offset some or all of any change in the market value of the notes attributable to another factor, such as an improvement in our credit rating.

Our credit ratings may not reflect all risks of an investment in the notes.

The credit ratings assigned to the notes may not reflect the potential impact of all risks related to trading markets, if any, for, or trading value of, your notes. In addition, real or anticipated changes in our credit ratings will generally affect any trading markets, if any, for, or trading value of, your notes. Accordingly, you should consult your own financial and legal advisors as to the risks entailed by an investment in the notes and the suitability of investing in the notes in light of your particular circumstances.

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There are limited covenants in the indenture.

Neither we nor any of our subsidiaries is restricted from incurring additional debt or other liabilities, including additional senior debt, under the indenture. If we incur additional debt or liabilities, our ability to pay our obligations on the notes could be adversely affected. We expect that we will from time to time incur additional debt and other liabilities. In addition, we are not restricted under the indenture from granting security interests over our assets, except to the extent described under “Description of the Notes—Certain Covenants—Restrictions on Liens” in this prospectus supplement, or from paying dividends, making investments or issuing or repurchasing our securities.

In addition, there are no financial covenants in the indenture. You are not protected under the indenture in the event of a highly leveraged transaction, reorganization, restructuring, merger or similar transaction that may adversely affect you, except to the extent described under “Description of Debt Securities—General” included in the accompanying prospectus.

We may not be able to repurchase the notes upon a change of control, which would result in a default under the notes.

Holders of the notes may require us to repurchase their notes in certain events upon a “change of control” as defined under “Description of the Notes—Change of Control” in this prospectus supplement. We cannot assure you that we will have sufficient financial resources, or will be able to arrange sufficient financing, to pay the purchase price of the notes, particularly if a change of control triggers a similar repurchase requirement for, or results in the acceleration of, our other than existing debt. In addition, our ability to repurchase the notes for cash may be limited by law, or by the terms of other agreements relating to our indebtedness outstanding at that time. Our failure to repurchase the notes as required under the indenture governing the notes would result in a default under the indenture, which could have material adverse consequences for us and for holders of the notes.

Redemption may adversely affect your return on the notes.

We have the right to redeem some or all of the notes prior to maturity, as described under “Description of the Notes—Optional Redemption” in this prospectus supplement. We may redeem the notes at times when prevailing interest rates may be relatively low. Accordingly, you may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as that of the notes.

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USE OF PROCEEDS

There are currently $1,300 million aggregate principal amount of the 2027 Notes outstanding. The 2027 Notes have an interest rate of 3.550% per annum and will mature on June 2, 2027, unless earlier redeemed by us. There are currently $1,000 million aggregate principal amount of the 4.35% 2029 Notes outstanding. The 4.350% 2029 Notes have an interest rate of 4.35% per annum and will mature on March 1, 2029, unless earlier redeemed by us. There are currently $600 million aggregate principal amount of the 5.40% 2029 Notes outstanding. The 5.40% 2029 Notes have an interest rate of 5.40% per annum and will mature on March 1, 2029, unless earlier redeemed by us.

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CAPITALIZATION

The following table sets forth our cash position and capitalization as of June 27, 2026:

•	on an actual basis; and

•	on an as adjusted basis to give effect to this offering and the use of proceeds therefrom after deducting the underwriting discounts and commissions and estimated offering expenses, assuming the net proceeds are initially held as cash and cash equivalents.

This table should be read in conjunction with the other sections of this prospectus supplement and our consolidated financial statements and related notes incorporated by reference in this prospectus supplement. See “Where You Can Find More Information” in this prospectus supplement.


	As of June 27, 2026
	Actual	As adjusted
	($ in millions, except for share numbers)
Cash and cash equivalents	$740	$1,729
Short-term debt:
3.55% Notes due June 2027	1,300	1,300
Finance leases and other	128	128
Unamortized debt issuance costs	(1)	(1)
Total short-term debt	1,427	1,427
Long-term debt:
Revolving term loan credit facility due December 2028⁽¹⁾	—	—
Revolving credit facility due April 2030	—	—
Senior notes:
7.00% Notes due January 2028	18	18
4.35% Notes due March 2029	1,000	1,000
5.40% Notes due March 2029	600	600
6.13% Notes due November 2032	156	156
5.70% Notes due March 2034	900	900
4.88% Notes due August 2034	500	500
4.95% Notes due February 2036	500	500
5.15% Notes due August 2044	497	497
4.55% Notes due June 2047	713	713
5.10% Notes due September 2048	1,485	1,485
Discount on senior notes	(34)	(36)
5.100% Senior Notes due 2031, offered hereby	—	500
5.600% Senior Notes due 2037, offered hereby	—	500
Finance leases	99	99
Other	183	183
Unamortized debt issuance costs	(38)	(47)
Total long-term debt	6,579	7,568
Total debt	$8,006	$8,995
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	4,742	4,742
Retained earnings	18,643	18,643
Accumulated other comprehensive income (loss)	(168)	(168)
Treasury stock, at cost—96 million shares	(5,183)	(5,183)
Total Tyson shareholders’ equity	18,079	18,079
Noncontrolling interests	106	106
Total shareholders’ equity	18,185	18,185
Total capitalization	$26,191	$27,180

(1)	This facility has an option to be converted into a term loan as of the maturity date, in tranches that could extend up to an additional 7 years.

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DESCRIPTION OF THE NOTES

General

The $500,000,000 aggregate principal amount of 5.100% Senior Notes due 2031 (the “2031 notes”) and $500,000,000 aggregate principal amount of 5.600% Senior Notes due 2037 (the “2037 notes” and, together with the 2031 notes, the “notes”) will each constitute a separate series of debt securities pursuant to a base indenture dated as of June 1, 1995, between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank)), as Trustee, as supplemented by a supplemental indenture with respect to each series of notes, between the Company and the Trustee. In this section, we refer to the base indenture (the “base indenture”), as supplemented by each supplemental indenture (each, a “supplemental indenture”), collectively as the “Indenture.” The terms of the notes include those expressly set forth in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended.

You can find the definitions of some of the terms used in this description below under the caption “—Certain Definitions.” The defined terms used in this description but not defined below under the caption “—Certain Definitions” have the meanings assigned to them in the Indenture.

The following description is only a summary of the material provisions of the Indenture. We urge you to read the Indenture because it, and not this description, defines your rights as Holders of the Notes. You may request copies of the Indenture at our address set forth under the heading “Where You Can Find More Information”.

As used in this section, the term “Company” means Tyson Foods, Inc. and does not include any subsidiary of Tyson Foods, Inc.

Brief Description of the Notes

The notes:

•	are unsecured senior obligations of the Company; and

•	are senior in right of payment to all existing and future indebtedness that is expressly subordinated in right of payment to the notes.

Principal, Maturity and Interest

The 2031 notes will be initially issued in an aggregate principal amount of $500,000,000 and will mature on August 24, 2031, with accrued and unpaid interest to such date. The 2037 notes will be initially issued in an aggregate principal amount of $500,000,000 and will mature on January 24, 2037, with accrued and unpaid interest to such date.

The Company will issue each series of notes in minimum denominations of $2,000 and any greater integral multiple of $1,000. We are permitted to issue additional notes of any series from time to time without notice to or the consent of the registered holders of such series of notes. Each series of notes and the related additional notes, if any, will be treated as a single series for all purposes of the Indenture, including waivers, amendments, redemptions and offers to purchase, provided that if such additional notes of a series are not fungible with the original notes of such series for U.S. federal income tax purposes, such additional notes will have a separate CUSIP number. Unless the context otherwise requires, for all purposes of the Indenture and this “Description of the Notes,” references to the notes include any additional notes actually issued.

The 2031 notes will bear interest at 5.100% per annum and the 2037 notes will bear interest at 5.600% per annum, each from the date of issuance or from the most recent interest payment date to which interest has been paid or provided for, payable semiannually on February 24 and August 24 of each year, beginning February 24, 2027 in the case of the 2031 notes and on January 24 and July 24 of each year, beginning January 24, 2027 in the case of the 2037 notes, to the persons in whose names the notes are registered at the close of business on the 14th calendar day immediately preceding such interest payment date, whether or not such day is a Business Day. Interest on the notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.

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Optional Redemption

Prior to the 2031 Par Call Date, with respect to the 2031 notes, and prior to the 2037 Par Call Date, with respect to the 2037 notes (as defined below), we may redeem the notes at our option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

•

(i) the sum of the present values of the remaining scheduled payments of principal and interest on the notes being redeemed discounted to the redemption date (assuming the notes matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 15 basis points, in the case of the 2031 notes, and 15 basis points, in the case of the 2037 notes, less (ii) interest accrued on the principal amount of such notes being redeemed to, but excluding, the date of redemption, and

•	100% of the principal amount of the notes being redeemed,

plus, in each case, any accrued and unpaid interest on the notes to be redeemed to, but excluding, the date of redemption.

On or after the applicable Par Call Date, we may redeem the notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest to, but excluding, the date of redemption.

“2031 Par Call Date” means July 24, 2031 in the case of the 2031 notes.

“2037 Par Call Date” means October 24, 2036 in the case of the 2037 notes.

“Treasury Rate” means, with respect to any redemption date, the yield determined by us in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the applicable redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities—Treasury constant maturities—Nominal” (or any successor caption or heading). In determining the Treasury Rate, we shall select, as applicable: (i) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the applicable Par Call Date (the “Remaining Life”); or (ii) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields—one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life—and shall interpolate to the applicable Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (iii) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the applicable redemption date.

If on the third Business Day preceding the applicable redemption date H.15 is no longer published, we shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the applicable Par Call Date, as applicable. If there is no United States Treasury security maturing on the applicable Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the applicable Par Call Date, one with a maturity date preceding the applicable Par Call Date and one with a maturity date following the applicable Par Call Date, we shall select the United States Treasury security with a maturity date preceding the applicable Par Call Date. If there are two or more United States Treasury securities maturing on the applicable Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, we shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City

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time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

Our actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. The trustee shall have no responsibility in determining or calculating the redemption price.

Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days but not more than 60 days before the redemption date to each holder of notes to be redeemed. Any redemption or notice may, at our discretion, be subject to one or more conditions precedent and, at our discretion, the redemption date may be delayed until such time as any or all such conditions precedent included at our discretion shall be satisfied (or waived by us) or the redemption date may not occur and such notice may be rescinded if all such conditions precedent included at our discretion shall not have been satisfied (or waived by us).

We shall notify holders of any such rescission as soon as practicable after we determine that such conditions precedent will not be able to be satisfied or we are not able or willing to waive such conditions precedent, in each case subject to policies and procedures of DTC (or any successor depositary). In any event, we shall provide written notice to the trustee prior to the close of business on the Business Day prior to the relevant redemption date if any such redemption has been rescinded or delayed, and upon receipt of such notice the trustee shall provide such notice to each holder of the notes in the same manner in which the notice of redemption was given. Once notice of redemption is mailed or sent, subject to the satisfaction of any conditions precedent provided in the notice of redemption, the notes called for redemption will become due and payable on the redemption date and at the applicable redemption price as set forth above under “—Optional Redemption.”

In the case of a partial redemption, selection of the notes for redemption will be made in accordance with the applicable procedures of the depositary. No notes of a principal amount of $2,000 or less will be redeemed in part. If any note is to be redeemed in part only, the notice of redemption that relates to the note will state the portion of the principal amount of the note to be redeemed. A new note in a principal amount equal to the unredeemed portion of the note will be issued in the name of the holder of the note upon surrender for cancellation of the original note. For so long as the notes are held by DTC (or another depositary), the redemption of the notes shall be done in accordance with the applicable policies and procedures of the depositary.

Unless we default in payment of the redemption price, on and after the redemption date interest will cease to accrue on the notes or portions thereof called for redemption.

Selection and Notice of Redemption

If we are redeeming less than all of the notes at any time, the notes to be redeemed will be selected in accordance with applicable DTC procedures.

We will redeem notes of $2,000 or less in whole and not in part. We will cause notices of redemption to be delivered at least 15 but not more than 60 days before the redemption date to each Holder of the notes to be redeemed at its registered address.

If the notes are to be redeemed in part only, the notice of redemption that relates to the notes will state the portion of the principal amount thereof to be redeemed. We will issue a new note in a principal amount equal to the unredeemed portion of the original note in the name of the Holder upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on the notes or portions of them called for redemption.

No Mandatory Redemption; Offers to Purchase; Open Market Purchases

We are not required to make any mandatory redemption or sinking fund payments with respect to the notes.

However, under certain circumstances, we may be required to offer to purchase notes as described under the caption “—Change of Control.” We may at any time and from time to time purchase notes in the open market or otherwise.

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Ranking

Senior Indebtedness versus Notes

The indebtedness evidenced by the notes is unsecured and will rank pari passu in right of payment with the other senior indebtedness of the Company.

The notes are unsecured obligations of the Company. Secured debt and other secured obligations of the Company are effectively senior to the notes to the extent of the value of the assets securing such debt or other obligations.

Liabilities of Subsidiaries versus Notes

A substantial portion of our operations is conducted through our subsidiaries. None of our subsidiaries are Guaranteeing the notes. In addition, our future subsidiaries may not be required to Guarantee the notes. Claims of creditors of our subsidiaries, including trade creditors and creditors holding indebtedness or Guarantees issued by any of our subsidiaries, and claims of preferred stockholders of our subsidiaries generally will have priority with respect to the assets and earnings of such subsidiaries over the claims of our creditors, including Holders of the notes, even if such claims do not constitute senior indebtedness. Accordingly, the notes are effectively subordinated to creditors (including trade creditors) and preferred stockholders, if any, of such subsidiaries.

Change of Control

Upon the occurrence of a Change of Control Triggering Event with respect to a series of notes, each Holder of such series of notes shall have the right to require that the Company repurchase such Holder’s notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Within 30 days following the date upon which any Change of Control Triggering Event with respect to a series of notes shall have occurred, we will send a notice to each Holder of such series of notes with a copy to the Trustee (the “Change of Control Offer”) or, at our option, prior to any Change of Control but after the public announcement of the pending Change of Control, stating:

(1)

that a Change of Control has occurred and that such Holder has the right to require us to purchase such Holder’s notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest on the relevant interest payment date);

(2)	the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is delivered); and

(3)	the instructions, as determined by us, consistent with the covenant described hereunder, that a Holder must follow in order to have its notes purchased.

We will not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by us and purchases all notes validly tendered and not withdrawn under such Change of Control Offer. A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

We will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described hereunder, we will comply with the applicable securities laws and regulations and shall not be deemed to have breached our obligations under the covenant described hereunder by virtue of our compliance with such securities laws or regulations.

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The Change of Control purchase feature of the notes may in certain circumstances make more difficult or discourage a sale or takeover of the Company and, thus, the removal of incumbent management. The Change of Control purchase feature is a result of negotiations between the Company and the underwriters of the notes. We have no present intention to engage in a transaction involving a Change of Control, although it is possible that we could decide to do so in the future. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings. Restrictions on our ability to Incur additional Indebtedness are contained in the covenants described under “—Certain Covenants—Restrictions on Liens” and “—Certain Covenants—Restrictions on Sale and Lease-Back Transactions.” Such restrictions can only be waived with the consent of the Holders of a majority in principal amount of the notes then outstanding. Except for the limitations contained in such covenants, however, the Indenture will not contain any covenants or provisions that may afford Holders of the notes protection in the event of a highly leveraged transaction.

The occurrence of certain change of control events with respect to the Company will constitute a default under the Revolving Credit Agreements and will restrict our ability to purchase notes. In the event that a Change of Control occurs at a time when we are prohibited by the Revolving Credit Agreements from purchasing notes, we may seek the consent of our lenders under the Revolving Credit Agreements to purchase the notes or may attempt to refinance the borrowings under the Revolving Credit Agreements. If we cannot obtain the consent of such lenders to purchase the notes or successfully refinance such borrowings, we will remain prohibited from purchasing notes pursuant to a Change of Control Offer, which would constitute a Default under the Indenture, which would, in turn, constitute a default under the Revolving Credit Agreements.

Indebtedness that we may Incur may contain prohibitions on the occurrence of certain events that would constitute a Change of Control or require the repurchase of such indebtedness upon a Change of Control. Moreover, the exercise by the Holders of their right to require us to repurchase their notes could cause a default under such indebtedness, even if the Change of Control itself does not, due to the financial effect of such repurchase on us.

Finally, our ability to pay cash to the Holders of notes following the occurrence of a Change of Control may be limited by our then existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make any required repurchases.

The definition of “Change of Control” includes a disposition of all or substantially all of the assets of the Company to any Person. Although there is a limited body of case law interpreting the phrase “substantially all”, there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of “all or substantially all” of the assets of the Company. As a result, it may be unclear as to whether a Change of Control has occurred and whether a Holder of notes may require the Company to make an offer to repurchase such series of notes as described above.

The provisions under the Indenture relative to our obligation to make an offer to repurchase a series of notes as a result of a Change of Control may be waived or modified with the written consent of the Holders of a majority in principal amount of such series of notes.

For purposes of the foregoing discussion, the following definitions apply:

“Change of Control” means the occurrence of any of the following:

(1)

the Permitted Holders cease to be the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of a majority in the aggregate of the total voting power of the Voting Stock of the Company, whether as a result of issuance of securities of the Company, any merger, consolidation, liquidation or dissolution of the Company, or any direct or indirect transfer of securities of the Company by the Permitted Holders or otherwise (for purposes of this clause (1) and clause (2) below, the Permitted Holders shall be deemed to beneficially own any Voting Stock of a Person (the “specified person”) held by any other Person (the “parent entity”) so long as the Permitted Holders beneficially own (as so defined), directly or indirectly, in the aggregate a majority of the voting power of the Voting Stock of the parent entity);

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(2)

the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, becomes the “beneficial owner” (as defined in clause (1) above), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company;

(3)

the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole to any Person (including any “person” (as that term is used in Section 13(d)(3) of the Exchange Act)) other than to the Company or one of its subsidiaries;

(4)

the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Company or such other Person is converted into or exchanged for cash, securities or other property; or

(5)	the adoption of a plan relating to the liquidation or dissolution of the Company.

Notwithstanding the foregoing, a transaction will not be considered to be a Change of Control if (i) the survivor or transferee is a Person that is controlled by the Permitted Holders or (ii) a transaction following which (A) in the case of a merger or consolidation transaction, holders of securities that represented 100% of the Voting Stock of the Company immediately prior to such transaction (or other securities into which such securities are converted as part of such merger or consolidation transaction) own directly or indirectly at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such transaction and (B) in the case of a sale of assets transaction, each transferee becomes an obligor in respect of the notes and a Subsidiary of the transferor of such assets.

“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating Event with respect to a series of notes. Notwithstanding the foregoing, no Change of Control Triggering Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated.

“Fitch” means Fitch Ratings Inc. and its successors.

“Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s), a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P) and a rating of BBB- or better by Fitch (or its equivalent under any successor rating categories of Fitch) and the equivalent investment grade credit rating from any replacement rating agency or rating agencies selected by us under the circumstances permitting us to select a replacement rating agency and in the manner for selecting a replacement rating agency, in each case as set forth in the definition of “Rating Agencies.”

“Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors.

“Permitted Holders” means (1) the Tyson Limited Partnership (or any successor entity), (2) “members of the same family” of Mr. Don Tyson as defined in Section 447(e) of the Code and (3) any entity (including, but not limited to, any partnership, corporation, trust or limited liability company) in which one or more individuals described in clauses (1) and (2) hereof possess over 50% of the voting power or beneficial interests.

“Rating Agencies” means (i) each of Moody’s, S&P and Fitch; and (ii) if any of Moody’s, S&P or Fitch ceases to rate a series of notes or fails to make a rating of a series of notes publicly available for reasons outside of our control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act that is selected by us (as certified by a resolution of the Board of Directors) as a replacement agency for Moody’s, S&P or Fitch, or each of them, as the case may be.

“Rating Event” means, with respect to a series of notes, (i) the rating of such series of notes is lowered by two of the three Rating Agencies on any day during the period (the “Trigger Period”) commencing on the earlier of (a) the occurrence of a Change of Control and (b) the first public notice of our intention to effect a Change of Control, and ending 60 days following consummation of such Change of Control (which period shall be extended so long as the rating of such series of notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies), and (ii) such series of notes are rated below Investment Grade by two of the three Rating Agencies on any day during the Trigger Period; provided that a Rating Event will not be deemed to have occurred in

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respect of a particular Change of Control (and thus will not be deemed a Rating Event for purposes of the definition of Change of Control Triggering Event) if each Rating Agency making the reduction in rating does not publicly announce or confirm or inform us that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the Change of Control (whether or not the applicable Change of Control has occurred at the time of the Rating Event). If a Rating Agency is not providing a rating for such series of notes at the commencement of such period, such series of notes will be deemed to have ceased to be rated as investment grade by such Rating Agency during such period.

“S&P” means S&P Global Ratings, a division of S&P Global Inc., and its successors.

Certain Covenants

Restrictions on Liens

Reference is made to the sections “Description of Debt Securities—Certain Covenants—Restrictions on Liens” and “Description of Debt Securities—Certain Covenants—Certain Definitions” in the accompanying prospectus.

Restrictions on Sale and Lease-Back Transactions

Reference is made to the sections “Description of Debt Securities—Certain Covenants—Restrictions on Sale and Lease-Back Transactions” and “Description of Debt Securities—Certain Covenants—Certain Definitions” in the accompanying prospectus.

Restrictions on Consolidations, Mergers and Sales of Assets

The Company will not consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all its assets to, any Person, unless:

(1)

the resulting, surviving or transferee Person (the “Successor Company”) shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Company (if not the Company) shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the notes and the Indenture;

(2)	immediately after giving pro forma effect to such transaction, no Default shall have occurred and be continuing; and

(3)	the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the Indenture.

For purposes of this covenant, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

The Successor Company will be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture, and the predecessor Company, except in the case of a lease, shall be released from the obligation to pay the principal of and interest on the notes.

SEC Reports

The Company will deliver to the Trustee, within 15 days after the Company is required to file with the SEC, copies of the quarterly and annual reports and of the information, documents, and other reports which the Company has so filed with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act. Filing of any such annual report, information, documents and such other reports on the SEC’s EDGAR system (or any successor thereto) or any other publicly available database maintained by the SEC will be deemed to satisfy this requirement.

Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive or actual knowledge or notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under the Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

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Defaults

Each of the following is an Event of Default with respect to any series of notes:

(1)	a default in the payment of interest on the notes when due, continued for 30 days;

(2)	a default in the payment of principal of the notes when due at its Stated Maturity, upon optional redemption, upon required purchase, upon declaration of acceleration or otherwise;

(3)	the failure by the Company to comply with its obligations under “—Certain Covenants—Restrictions on Consolidations, Mergers and Sales of Assets” above;

(4)

the failure by the Company to comply for 30 days after notice with any of its obligations in the covenants described above under “—Change of Control” (other than a failure to purchase notes) or under “—Certain Covenants—Restrictions on Liens”, “—Certain Covenants—Restrictions on Sale and Lease-Back Transactions”;

(5)	the failure by the Company to comply for 60 days after notice with the covenant described under “—Certain Covenants—SEC Reports” or its other agreements contained in the Indenture; or

(6)	certain events of bankruptcy, insolvency or reorganization of the Company or any Significant Subsidiary (the “bankruptcy provisions”).

However, a Default under clause (4) or (5) will not constitute an Event of Default until the Trustee or the Holders of at least 25% in principal amount of the outstanding notes of such series notify the Company of the Default and the Company does not cure such Default within the time specified after receipt of such notice.

If an Event of Default occurs and is continuing (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company), the Trustee or the Holders of at least 25% in principal amount of the outstanding notes of such series may declare the principal of and accrued but unpaid interest on all the notes of such series to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company occurs, the principal of and interest on all the notes will ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder of the notes. Under certain circumstances, the Holders of a majority in principal amount of the outstanding notes of such series may rescind any such acceleration with respect to such series of notes and its consequences.

Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee is under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders of such series of notes unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder of a note may pursue any remedy with respect to the Indenture or such series of notes unless:

(1)	such Holder has previously given the Trustee notice that an Event of Default is continuing;

(2)	Holders of at least 25% in principal amount of the outstanding notes of any series have requested the Trustee to pursue the remedy;

(3)	such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense;

(4)	the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

(5)	Holders of a majority in principal amount of the outstanding notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding notes of a series are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee in respect of such series of notes. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of such series of notes or that would involve the Trustee in personal liability.

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If a Default with respect to a series of notes occurs and is continuing and if such Default is known to any responsible officer of the Trustee, the Trustee must send to each Holder of such series of notes notice of the Default within 90 days after it occurs. Except in the case of a Default in the payment of principal of or interest on such series of notes, the Trustee may withhold notice if and so long as a committee of its Trust Officers in good faith determines that withholding notice is not opposed to the interest of the Holders of such series of notes. In addition, the Company is required to deliver to the Trustee, within 120 days after the end of each fiscal year, a certificate indicating whether the signers thereof know of any Default that occurred during the previous year. The Company is required to deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any event which would constitute certain Defaults, their status and what action the Company is taking or proposes to take in respect thereof.

Amendments and Waivers

Subject to certain exceptions, the Indenture may be amended with respect to any series of notes with the consent of the Holders of a majority in principal amount of such series of notes then outstanding (including consents obtained in connection with a tender offer or exchange for such series of notes) and any past default or compliance with any provisions may also be waived with the consent of the Holders of a majority in principal amount of such series of notes then outstanding. However, without the consent of each Holder of an outstanding note of such series affected thereby, an amendment or waiver may not, among other things:

(1)	reduce the amount of such series of notes whose Holders must consent to an amendment, supplement or waiver;

(2)	reduce the rate of or extend the time for payment of interest on any note of such series;

(3)	reduce the principal of or change the Stated Maturity of any note of such series;

(4)	make any note payable in money other than that stated in the note of such series;

(5)	impair the right of any Holder of such series of notes to receive payment of principal of and interest on such Holder’s notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s notes;

(6)	make any change in the amendment provisions which require each Holder’s consent or in the waiver provisions;

(7)	change the provisions applicable to the redemption of any notes of such series as described under “—Optional Redemption”;

(8)	make any change in the ranking or priority of any note of such series that would adversely affect the Holders; or

(9)	make any change in, or release other than in accordance with the Indenture, any Guarantee of such series that would adversely affect the Holders.

Notwithstanding the preceding, without the consent of any Holder of the notes of any series, the Company and the Trustee may amend the Indenture with respect to such series of notes:

(1)	to cure any ambiguity, omission, defect or inconsistency;

(2)	to provide for the assumption of the obligations of the Company under the Indenture by a successor to the Company;

(3)	to add Guarantees with respect to the notes or to secure the notes;

(4)	to add to the covenants of the Company for the benefit of the Holders of the notes or to surrender any right or power conferred upon the Company;

(5)	to make any change that does not adversely affect the rights of any Holder of the notes;

(6)	to comply with any requirement of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act;

(7)	to provide for the issuance of additional notes in accordance with the limitations set forth in the Indenture as of the date thereof;

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(8)	to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee thereunder pursuant to the requirements thereof;

(9)	to conform the text of the Indenture or the notes to any provision of this “Description of the Notes” to the extent that such provision in this “Description of the Notes” was intended to be a verbatim recitation of a provision of the Indenture or the notes; or

(10)

to make any amendment to the provisions of the Indenture relating to the transfer and legending of the notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer notes.

The consent of the Holders of such series of notes is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

After an amendment under the Indenture becomes effective, the Company is required to send to Holders of the notes of the affected series a notice briefly describing such amendment. However, the failure to give such notice to all Holders of the notes of the affected series, or any defect therein, will not impair or affect the validity of the amendment.

Neither the Company nor any Affiliate of the Company may, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder of a series of notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or such series of notes unless such consideration is offered to all Holders of notes of such series and is paid to all Holders of such series of notes that so consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Transfer

The notes will be issued in registered form and will be transferable only upon the surrender of the notes being transferred for registration of transfer. We or the Trustee may require payment of a sum sufficient to cover any tax, assessment or other governmental charge payable in connection with certain transfers and exchanges.

Satisfaction and Discharge

When (1) we deliver to the Trustee all outstanding notes of a series for cancellation or (2) all outstanding notes of a series have become due and payable, whether at maturity or on a redemption date as a result of the delivering of notice of redemption, or will become due and payable within one year, and, in the case of clause (2), we irrevocably deposit with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding notes of such series, including interest thereon to maturity, and if, in either case, we pay all other sums payable under the Indenture by us, then the Indenture shall, subject to certain exceptions, cease to be of further effect.

Defeasance

At any time, we may terminate all our obligations under any series of notes and the Indenture (“legal defeasance”) with respect to such series of notes, except for certain obligations, including those owed to the Trustee, those respecting the defeasance trust and obligations to register the transfer or exchange of such series of notes, to replace mutilated, destroyed, lost or stolen notes of such series and to maintain a registrar and paying agent in respect of such series of notes.

In addition, at any time we may terminate our obligations under “—Change of Control” and under the covenants described under “—Certain Covenants” (other than the covenant described under “—Restrictions on Consolidations, Mergers and Sales of Assets”) with respect to any series of notes.

We may exercise our legal defeasance option notwithstanding our prior exercise of our covenant defeasance option. If we exercise our legal defeasance option in respect of a series of notes, payment of such series of notes may not be accelerated because of an Event of Default with respect thereto. If we exercise our covenant defeasance option in respect of a series of notes, payment of such series of notes may not be accelerated because of an Event of Default with respect to such series of notes specified in clauses (4) or (5) (solely with respect to SEC reports) under “—Defaults” above.

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In order to exercise either of our defeasance options in respect of a series of notes, we must irrevocably deposit in trust (the “defeasance trust”) with the Trustee money or U.S. Government Obligations or a combination thereof sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment, for the payment of principal and interest on such series of notes to redemption or maturity, as the case may be, and must comply with certain other conditions, including delivery to the Trustee of an Opinion of Counsel to the effect that Holders of such series of notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and, in the case of legal defeasance only, such Opinion of Counsel must be based on a ruling of the Internal Revenue Service (“IRS”) or other change in applicable federal income tax law).

Concerning the Trustee

The Bank of New York Mellon Trust Company, N.A. is the Trustee under the Indenture. We have appointed the Trustee as Registrar and Paying Agent with regard to the notes.

The Indenture contains certain limitations on the rights of the Trustee, should it become a creditor of the Company, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee is permitted to engage in other transactions; provided, however, that if it acquires any conflicting interest it must either eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

The Holders of a majority in principal amount of the outstanding notes of a series will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee in respect of such series of notes, subject to certain exceptions. If an Event of Default occurs (and is not cured), the Trustee is required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of their own affairs. Subject to such provisions, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of a series of notes, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense and then only to the extent required by the terms of the Indenture.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of the Company will have any liability for any obligations of the Company under the notes or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder of a series of notes by accepting such note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. Such waiver and release may not be effective to waive liabilities under the U.S. Federal securities laws, and it is the view of the SEC that such a waiver is against public policy.

Governing Law

The Indenture and the notes are governed by, and construed in accordance with, the laws of the State of New York.

Book-Entry System

Upon issuance, each series of notes will be represented by one or more global securities deposited with, or on behalf of the depositary. The global securities representing the notes will be registered in the name of the depositary or its nominee. Except under the circumstances described in the accompanying prospectus under “Description of Debt Securities—Book-Entry System,” the notes will not be issuable in definitive form. So long as each series of notes are represented by one or more global securities, the depositary or its nominee will be considered the sole owner or holder of such series of notes for all purposes under the Indenture, and the beneficial owners of such series of notes will be entitled only to those rights and benefits afforded to them in accordance with the depositary’s regular operating procedures. See “Description of Debt Securities—Book-Entry System” in the accompanying prospectus.

A further description of the depositary’s procedures with respect to global securities is set forth in the accompanying prospectus under “Description of Debt Securities—Book-Entry System.” The depositary has confirmed to the Company, the underwriters and the Trustee that it intends to follow such procedures with respect to the notes.

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Certain Definitions

“Affiliate” of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control”, when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Attributable Debt” means, as to any particular lease under which any Person is at the time liable, other than a capital lease, and at any date as of which the amount of such lease is to be determined, the total net amount of rent required to be paid by such Person under such lease during the initial term of such lease as determined in accordance with GAAP, discounted from the last date of such initial term to the date of determination at a rate per annum equal to the discount rate which would be applicable to a capital lease with like term in accordance with GAAP. The net amount of rent required to be paid under any such lease for any such period shall be the aggregate amount of rent payable by the lessee with respect to such period after excluding amounts required to be paid on account of insurance, taxes, assessments, utility, operating and labor costs and similar charges. In the case of any lease which is terminable by the lessee upon the payment of a penalty, such net amount shall also include the amount of such penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated. “Attributable Debt” means, as to a capital lease under which any Person is at the time liable and at any date as of which the amount of such lease is to be determined, the capitalized amount of such lease that would appear on the face of a balance sheet of such Person in accordance with GAAP.

“Board of Directors” means the Board of Directors of the Company or any committee thereof duly authorized to act on behalf of such Board.

“Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in The City of New York.

“Capital Lease Obligation” means an obligation that is required to be classified and accounted for as a capital lease for financial reporting purposes in accordance with GAAP, and the amount of Indebtedness represented by such obligation shall be the capitalized amount of such obligation determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty.

“Capital Stock” of any Person means any and all shares, interests (including partnership interests), rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commodity Price Protection Agreement” means, with respect to any Person, any forward contract, commodity swap, commodity option or other similar agreement or arrangement entered into with respect to fluctuations in commodity prices.

“Currency Agreement” means any foreign exchange contract, currency swap agreement or other similar agreement with respect to currency values.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Disqualified Stock” means, with respect to any Person, any Capital Stock which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder) or upon the happening of any event:

(1)	matures or is mandatorily redeemable (other than redeemable only for Capital Stock of such Person which is not itself Disqualified Stock) pursuant to a sinking fund obligation or otherwise;

(2)	is convertible or exchangeable at the option of the holder for Indebtedness or Disqualified Stock; or

(3)	is mandatorily redeemable or must be purchased upon the occurrence of certain events or otherwise, in whole or in part;

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in each case on or prior to the first anniversary of the Stated Maturity of a series of notes; provided, however, that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to purchase or redeem such Capital Stock upon the occurrence of an “asset sale” or “change of control” occurring prior to the first anniversary of the Stated Maturity of such series of notes shall not constitute Disqualified Stock if:

(4)	the “asset sale” or “change of control” provisions applicable to such Capital Stock are not more favorable to the holders of such Capital Stock than the terms applicable to the notes and described under “—Change of Control”; and

(5)	any such requirement only becomes operative after compliance with such terms applicable to the notes, including the purchase of any notes tendered pursuant thereto.

The amount of any Disqualified Stock that does not have a fixed redemption, repayment or repurchase price will be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were redeemed, repaid or repurchased on any date on which the amount of such Disqualified Stock is to be determined pursuant to the Indenture; provided, however, that if such Disqualified Stock could not be required to be redeemed, repaid or repurchased at the time of such determination, the redemption, repayment or repurchase price will be the book value of such Disqualified Stock as reflected in the most recent financial statements of such Person.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Fair Market Value” means, with respect to any asset or property, the price which could be negotiated in an arm’s length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair Market Value will be determined in good faith by the Board of Directors, whose determination will be conclusive and evidenced by a resolution of such Board of Directors.

“GAAP” means generally accepted accounting principles in the United States of America as in effect as of the Issue Date, including those set forth in:

(1)	the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants;

(2)	statements and pronouncements of the Financial Accounting Standards Board;

(3)	such other statements by such other entity as approved by a significant segment of the accounting profession; and

(4)

the rules and regulations of the SEC governing the inclusion of financial statements (including pro forma financial statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC.

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person and any obligation, direct or indirect, contingent or otherwise, of such other Person:

(1)	to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreements to


			Page
Our Company			1
About This Prospectus			2
Where You Can Find More Information			2
Special Note On Forward-Looking Statements			3
Risk Factors			4
Use of Proceeds			5
Description of Capital Stock			6
Description of Debt Securities			7
Description of Warrants			18
Description of Purchase Contracts			19
Description of Units			20
Forms of Securities			21
Plan of Distribution			23
Validity of Securities			24
Experts			24