TYSON FOODS, INC. (TSN)

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

OBJECTIVE

The following discussion provides an analysis of the Company’s financial condition, cash flows and results of operations from management’s perspective and should be read in conjunction with the consolidated condensed financial statements and notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q and within the Company’s Annual Report on Form 10-K filed for the fiscal year ended September 27, 2025. Our objective is to also provide discussion of events and uncertainties known to management that are reasonably likely to cause reported financial information not to be indicative of future operating results or of future financial condition and to offer information that provides understanding of our financial condition, cash flows and results of operations.

RESULTS OF OPERATIONS

Segment Changes

We operate in five reportable segments: Beef, Pork, Chicken, Prepared Foods and International. We measure segment profit as segment operating income (loss). Previously, International was a non-reportable segment and was presented within International/Other. Effective in the first quarter of fiscal 2026, International was identified as a reportable segment.

Our President and Chief Executive Officer is the Chief Operating Decision Maker ("CODM") of the Company. Commencing in the first quarter of fiscal 2026, we no longer allocate corporate expenses and amortization to our segments as these items are no longer used by our CODM in assessing the performance of, and allocating resources to, the segments. Segment operating income (loss) is now defined as Operating Income (Loss) less corporate expenses and amortization to account for these changes. Corporate expenses are unallocated general and administrative costs including the costs of corporate functions, that are shared across multiple segments. Amortization includes amortization generated from intangible assets, including brands and trademarks, customer relationships, supply arrangements, patents and intellectual property, land use rights and software. All prior period amounts have been recast to reflect the new presentation of segment operating income (loss).

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Description of the Company

We are a world-class food company and recognized leader in protein. Founded in 1935 by John W. Tyson, it has grown under four generations of family leadership. The Company is unified by this purpose: Tyson Foods. We Feed the World Like FamilyTM and has a broad portfolio of iconic products and brands including Tyson®, Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, State Fair®, Aidells® and ibp®. Tyson Foods is dedicated to bringing high-quality food to every table in the world, safely and affordably, now and for future generations. 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.

Overview

General

Sales were relatively flat in the third quarter of fiscal 2026 as decreased sales in our Beef segment were largely offset by increased sales in all other segments. Operating income of $362 million for the third quarter of fiscal 2026 increased $102 million compared to the same period last year, as we experienced higher segment operating income in our Beef and Pork segments, partially offset by lower segment operating income in our Chicken, Prepared Foods and International segments and increased corporate expenses. In the third quarter of fiscal 2026, our operating income was impacted by a $98 million legal contingency accrual, $73 million of executive leadership transition charges and $14 million of restructuring and related charges. In the third quarter of fiscal 2025, our operating income was impacted by a $343 million goodwill impairment charge, partially offset by $83 million of income related to restructuring and related activities, net of charges, including a gain on the sale of storage facilities.

Sales grew 3%, or $1,253 million, in the first nine months of fiscal 2026, driven by increased sales in all segments. Operating income of $1,099 million for the first nine months of fiscal 2026 increased 17% compared to the same period last year, as we experienced higher segment operating income in our Beef, Pork and Chicken segments, partially offset by lower segment operating income in our Prepared Foods and International segments and increased corporate expenses. In the first nine months of fiscal 2026, our operating income was impacted by $269 million of legal contingency accruals, $175 million of restructuring and related charges and $73 million of executive leadership transition charges. In the first nine months of fiscal 2025, our operating income was impacted by a $343 million goodwill impairment charge, $343 million of legal contingency accruals, $33 million of restructuring and related charges, $17 million of brand and product line discontinuation charges and $17 million of plant closures and disposal charges.

Market Environment

According to the United States Department of Agriculture, domestic protein production (beef, pork, chicken and turkey) increased in the third quarter of fiscal 2026 compared to the same period in fiscal 2025. The Beef segment continues to experience limited supply of market-ready cattle as well as increased cattle costs. Additionally, uncertainty exists regarding the timing of the cattle herd rebuilding. The Pork segment experienced adequate supply of market-ready hogs and decreased hog costs in the third quarter. The Chicken segment experienced moderating feed ingredient costs. The Prepared Foods segment is currently experiencing increased raw material costs primarily due to higher meat costs. Additionally, the International segment is currently experiencing increased raw material costs.

Geopolitical tensions in the Middle East have increased volatility in global energy and commodity markets, which have affected our cost structure, including transportation, freight, energy and cooking oil. Although these conditions have not had a material adverse effect on our results to date, continued or heightened volatility could result in significant impacts depending on the duration and severity of these conditions.

We are subject to changes in import and export policies, including trade restrictions, new or increased tariffs or quotas and customs restrictions through our international sales and operations. Our exports account for less than 10% of our business, primarily composed of chicken leg quarters and paws, boxed beef and variety meats of all proteins. As a result of changes in trade policies and tariffs both domestically and internationally, we may experience some sales disruptions and other impacts associated with tariffs. There is uncertainty regarding the impact changes may have on the price and demand of our products in the affected countries, commodity pricing, other general economic conditions and future changes that may have a material impact.

Margins

Our total operating margin for the third quarter of fiscal 2026 was 2.6%. Segment operating margins were as follows:

•Beef – (2.6)%

•Pork – 3.8%

•Chicken – 9.1%

•Prepared Foods – 12.2%

•International – 8.0%

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Strategy

We are a world-class food company and recognized leader in protein. Our strategy is to deliver margins in the core protein business by driving efficiencies and valuing-up offerings to better serve consumers; grow our branded portfolio by innovating new occasions, categories and channels; and scale in international markets by delivering profitable value-added food offerings in high growth categories.

Commencing in fiscal 2025, the Company initiated a network optimization plan to optimize its global operations and logistics network. During the first nine months of fiscal 2026, the Company increased the estimated pretax charges by $155 million for additional actions approved to date under the network optimization plan. This increase reflects network changes in the Beef segment, including the closure of a harvesting facility and the transition of another facility to a single shift, the closure of a production facility in the Prepared Foods segment and efforts to reduce support costs across all segments and corporate functions. The estimated pretax charges decreased $23 million in the third quarter of fiscal 2026, due to an estimated gain on the sale of assets expected to close in the fourth quarter related to network changes in the Beef segment approved in the first quarter of fiscal 2026. As a result, we now expect to recognize total pretax net charges of $241 million for actions approved through June 27, 2026. These charges include $181 million of net charges that have resulted or will result in cash outflows and $190 million of non-cash charges, partially offset by a $107 million gain recognized from the sale of storage facilities and a $23 million estimated gain on the expected sale of assets in the Beef segment. Additionally, we have received $296 million of proceeds from the sale of storage facilities to date. Through the third quarter of fiscal 2026, we have recognized $240 million of the expected total pretax charges and estimate that the remaining $1 million of net charges will be incurred over future periods, including income of $20 million during the remainder of fiscal 2026, consisting of a $23 million estimated gain on the expected sale of assets in the Beef segment, partially offset by $3 million of charges. We expect to incur costs related to the network optimization plan over a multi-year period and anticipate additional charges in the future as further actions are approved. For further description, refer to Part I, Item 1, Notes to the Consolidated Condensed Financial Statements, Note 5: Restructuring and Related Charges.

Summary of Results

Sales

Third quarter – Fiscal 2026 vs Fiscal 2025

•Sales Volume – Sales were negatively impacted by lower sales volume, which accounted for a decrease in Sales of $392 million, as decreased sales volume in our Beef and International segments was partially offset by increased sales volume in our Pork, Chicken and Prepared Foods segments.

•Average Sales Price – Sales were positively impacted by higher average sales prices, which accounted for an increase in Sales of $474 million, driven by price increases in all segments except Pork.

•The change in average sales price excludes a $98 million reduction of Sales from the recognition of a legal contingency accrual in the third quarter of fiscal 2026.

Nine months – Fiscal 2026 vs Fiscal 2025

•Sales Volume – Sales were negatively impacted by lower sales volume, which accounted for a decrease in Sales of $746 million, as decreased sales volume in our Beef and International segments was partially offset by increased sales volume in our Pork, Chicken and Prepared Foods segments.

•Average Sales Price – Sales were positively impacted by higher average sales prices, which accounted for an increase in Sales of $1,904 million, driven by price increases in all segments.

•The change in average sales price excludes $248 million and $343 million reduction of Sales from t

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OBJECTIVE

The following discussion provides an analysis of the Company’s financial condition, cash flows and results of operations from management’s perspective and should be read in conjunction with the consolidated financial statements and notes thereto included in Part II, Item 8 of this Annual Report on Form 10-K. Our objective is to also provide discussion of events and uncertainties known to management that are reasonably likely to cause reported financial information not to be indicative of future operating results or of future financial condition and to offer information that provides understanding of our financial condition, cash flows and results of operations. Refer to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2023 for additional information related to fiscal 2023.

DESCRIPTION OF THE COMPANY

We are a world-class food company and recognized leader in protein. Founded in 1935 by John W. Tyson, it has grown under four generations of family leadership. The Company is unified by this purpose: Tyson Foods. We Feed the World Like Family™ and has a broad portfolio of iconic products and brands including Tyson®, Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, State Fair®, Aidells® and ibp®. Tyson Foods is dedicated to bringing high-quality food to every table in the world, safely, and affordably, now and for future generations.

We operate in four reportable segments: Beef, Pork, Chicken and Prepared Foods. We measure segment profit as operating income (loss). International/Other primarily includes our foreign operations in China, Malaysia, Mexico, South Korea, Thailand and the Kingdom of Saudi Arabia, third-party merger and integration costs and corporate overhead related to Tyson New Ventures, LLC. For further description of the business, refer to Part I, Item 1, Business.

OVERVIEW

Fiscal year

We utilize a 52- or 53-week accounting period ending on the Saturday closest to September 30. The Company’s accounting cycle resulted in a 52-week year for fiscal 2025, 2024 and 2023.

General

Sales grew 2.1%, or $1.1 billion to $54.4 billion in fiscal 2025, largely due to higher average sales prices in our Beef, Pork and Prepared Foods segments, partially offset by $653 million of increased legal contingency accruals which reduced sales. We reported operating income of $1,098 million in fiscal 2025 as compared to an operating income of $1,409 million in fiscal 2024, as we experienced lower operating income in our Beef and Pork segments, partially offset by higher operating income in our Chicken and Prepared Foods segments and International/Other.

In fiscal 2025, our operating income was impacted by $738 million of legal contingency accruals, $343 million of goodwill and intangible impairments, $45 million of restructuring and related charges, $41 million of charges related to a product recall and $23 million related to brand and product line discontinuations. In fiscal 2024, our results were impacted by $182 million of plant closure and disposal charges, $174 million of legal contingency accruals and $31 million of restructuring and related charges.

Market Environment

According to the most recently published USDA data, domestic protein production (beef, pork, chicken and turkey) decreased slightly in fiscal 2025 compared to fiscal 2024. The Beef segment continues to experience limited supply of market-ready cattle as well as increased cattle costs. Additionally, uncertainty exists regarding the timing of the anticipated cattle herd rebuilding. The Pork segment experienced sufficient supply of market-ready hogs and increased hog costs. The Chicken segment experienced reduced feed ingredient costs, but costs began to stabilize in the back half of fiscal 2025. The Prepared Foods segment is currently experiencing increased raw material costs primarily due to higher meat costs.

We are subject to changes in import and export policies, including trade restrictions, new or increased tariffs or quotas, and customs restrictions through our international sales and operations. Our exports account for less than 10% of our business, primarily composed of chicken leg quarters and paws, boxed beef and variety meats of all proteins. As a result of the recent changes in trade policies and tariffs both domestically and internationally, we may experience some sales disruptions and other impacts associated with tariffs. There is uncertainty regarding the impact the current changes will have on the price and demand of our products in the affected countries, commodity pricing and other general economic conditions, and uncertainty in future changes that may have a material impact.

Margins

Our total operating margin was 2.0% in fiscal 2025. Operating margins by segment were as follows:

•Beef – (5.2)%

•Pork – (3.4)%

•Chicken – 8.5%

•Prepared Foods – 9.0%

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Strategy

We are a world-class food company and recognized leader in protein. Our strategy is to deliver margins in the core protein business by driving efficiencies and valuing-up offerings to better serve consumers; grow branded portfolio by innovating new occasions, categories and channels; and scale in international markets by delivering profitable value-added food offerings in high growth categories.

During fiscal 2025, the Company initiated a network optimization plan to optimize our global operations and logistics network. We anticipate recognizing total pretax charges of $86 million related to actions approved through September 27, 2025, which include $99 million that have resulted or will result in cash outflows and $94 million of non-cash charges, partially offset by $107 million gain recognized from the sale of storage facilities. Additionally, we received $252 million in proceeds associated with the sale of storage facilities during fiscal 2025. We expect to incur costs related to the network optimization plan over a multi-year period and anticipate additional charges in the future as further actions are approved.

In fiscal 2025, we recognized charges of $45 million related to the network optimization plan, which included a gain of $107 million from the sale of storage facilities. The charges primarily included the closure of two facilities in the Prepared Foods segment, a non-harvesting facility closure in the Beef segment, asset write-offs in the Chicken and Prepared Foods segments and International/Other as well as severance and related costs and contract and lease termination costs. For additional description refer to Part II, Item 8, Notes to the Consolidated Financial Statements, Note 7: Restructuring and Related Charges.

SUMMARY OF RESULTS

2025 vs. 2024 –

•Sales Volume – Volumes were essentially flat and resulted in a decrease of $10 million as decreased sales volume in our Beef, Pork and Prepared Foods segments were offset by increased sales volume in our Chicken segment.

•Average Sales Price – Sales were positively impacted by higher average sales prices, which accounted for an increase of $1,795 million, driven by increased pricing in our Beef, Pork and Prepared Foods segments, while pricing in our Chicken segment was relatively flat.

◦The above changes in average sales price exclude the impacts of $698 million and $45 million reductions of Sales from the recognition of legal contingency accruals in fiscal 2025 and 2024, respectively.

2024 vs. 2023 –

•Sales Volume – Volumes were essentially flat and resulted in an increase of $19 million as increased sales volume in our Beef, Pork and Prepared Foods segments were mostly offset by decreased sales volume in our Chicken segment.

•Average Sales Price – Sales were positively impacted by higher average sales prices, which accounted for an increase of $298 million, driven by increased pricing in our Beef segment.

◦The above changes in average sales price exclude the impacts of $45 million and $156 million reductions of Sales from the recognition of legal contingency accruals in fiscal 2024 and 2023, respectively.

2025 vs. 2024 –

•Cost of sales increased $1,197 million. Lower sales volume decreased cost of sales by $10 million while higher input cost per pound increased cost of sales by $1,207 million.

•The $1,207 million impact of higher input cost per pound was impacted by:

•Increase in cattle costs of approximately $1,840 million in our Beef segment.

•Increase in raw material and other input costs of approximately $345 million in our Prepared Foods segment.

•Increase in hog costs of approximately $295 million in our Pork segment.

•Increase of $43 million related to restructuring and related charges.

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•Decrease of approximately $340 million in our Chicken segment related to decreased feed ingredient costs.

•Decrease of $89 million related to lower legal contingency accruals in our Beef, Pork and Chicken segments partially offset by an increase in International/Other.

•Decrease of $165 million in plant closure and disposal charges.

•Decrease in freight and transportation costs of approximately $110 million.

•Decrease of $34 million in facility fire related costs, net of insurance proceeds, in our Chicken segment and International/Other.

•Remaining decrease in costs across all of our segments primarily driven by net impacts on average cost per pound from mix changes in addition to savings from our productivity program.

•The $10 million impact of decreased sales volume was primarily driven by decreased volumes in our Beef, Pork and Prepared Foods segments.

2024 vs. 2023 –

•Cost of sales decreased $568 million. Higher sales volume increased cost of sales by $18 million while lower input cost per pound decreased cost of sales by $586 million.

•The $586 million impact of lower input cost per pound was impacted by:

•Decrease of approximately $895 million in our Chicken segment related to decreased feed ingredient costs.

•Decrease in freight and transportation costs of approximately $310 million.

•Decrease of $140 million due to plant closure and disposal charges.

•Decrease in hog costs of approximately $135 million in our Pork segment.

•Decrease in raw material and other input costs of approximately $65 million in our Prepared Foods segment.

•Decrease due to net derivative losses of $55 million in fiscal 2024, compared to net derivative losses of $117 million in fiscal 2023 due to our risk management activities. These amounts exclude offsetting impacts from related physical purchase transactions, which are included in the change in live cattle and hog costs and raw material and feed ingredient costs described herein.

•Decrease of $59 million in our Chicken segment from insurance proceeds, net of costs, related to a production facility fire in the fourth quarter of fiscal 2021.

•Decrease of $29 million in restructuring and related costs.

•Increase in cattle costs of approximately $1,315 million in our Beef segment.

•Increase in performance-based compensation costs of $173 million.

•Increase of $129 million related to the recognition of legal contingency accruals in our Beef, Pork and Chicken segments.

•Increase of $86 million in International/Other from costs related to a production facility fire in the Netherlands and subsequent decision to sell the facility.

•Increase of $42 million in our Beef segment from insuranc

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