← Back to TSN filing summaryThis is the extracted source text from the SEC filing. Formatting may differ from the original document.
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).
30
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%
31
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
in millions Three Months Ended Nine Months Ended
June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
Sales $ 13,868 $ 13,884 $ 41,834 $ 40,581
Change in sales volume (2.8) % (1.8) %
Change in average sales price 3.4 % 4.6 %
Sales growth (0.1) % 3.1 %
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 the recognition of legal contingency accruals in the nine months ended June 27, 2026 and June 28, 2025, respectively.
32
Cost of Sales
in millions Three Months Ended Nine Months Ended
June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
Cost of sales $ 12,947 $ 12,743 $ 39,143 $ 37,745
Gross profit 921 1,141 2,691 2,836
Cost of sales as a percentage of sales 93.4 % 91.8 % 93.6 % 93.0 %
Third quarter – Fiscal 2026 vs Fiscal 2025
•Cost of sales increased $204 million. Lower sales volume decreased cost of sales $360 million, while higher input cost per pound increased cost of sales by $564 million.
•The $564 million impact of higher input cost per pound was driven by:
•Increase in cattle costs of approximately $525 million in our Beef segment.
•Increase in freight and transportation costs of approximately $105 million.
•Increase of $97 million related to restructuring and related charges.
•Increase of $40 million for a lower of cost or net realizable value inventory adjustment in our Beef segment.
•Increase in raw material and other input costs of approximately $30 million in our Prepared Foods segment.
•Decrease in hog costs of approximately $25 million in our Pork segment.
•The remaining decrease in costs across all of our segments primarily driven by net impacts on average cost per pound from mix changes and lower operating costs.
Nine months – Fiscal 2026 vs Fiscal 2025
•Cost of sales increased $1,398 million. Lower sales volume decreased cost of sales by $688 million, while higher input cost per pound increased cost of sales by $2,086 million.
•The $2,086 million impact of higher input cost per pound was driven by:
•Increase in cattle costs of approximately $1,975 million in our Beef segment.
•Increase in raw material and other input costs of approximately $190 million in our Prepared Foods segment.
•Increase in freight and transportation costs of approximately $150 million.
•Increase of $130 million related to restructuring and related charges.
•Increase of $40 million for a lower of cost or net realizable value inventory adjustment in our Beef segment.
•Increase in hog costs of approximately $30 million in our Pork segment.
•Increase of $21 million related to the recognition of legal contingency accruals in our Chicken and International segments in fiscal 2026.
•Decrease of approximately $60 million related to decreased feed ingredient costs in our Chicken segment.
•Decrease due to net derivative losses of $4 million in the first nine months of fiscal 2026 compared to net derivative losses of $50 million in the first nine months of fiscal 2025, both 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 $17 million due to lower plant closures and disposal charges.
•The remaining decrease in costs across all of our segments primarily driven by net impacts on average cost per pound from mix changes and lower operating costs.
Selling, General and Administrative
in millions Three Months Ended Nine Months Ended
June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
Selling, general and administrative expense $ 559 $ 538 $ 1,592 $ 1,553
As a percentage of sales 4.0 % 3.9 % 3.8 % 3.8 %
Third quarter – Fiscal 2026 vs Fiscal 2025
•Increase of $21 million in selling, general and administrative expenses was primarily driven by:
•Increase of $73 million related to executive leadership transition charges recognized in fiscal 2026.
•Decrease of $40 million in team member costs, primarily from performance-based compensation and gains related to deferred compensation.
33
•Decrease of $10 million in amortization, primarily from brand and product line discontinuations in the prior year.
Nine months – Fiscal 2026 vs Fiscal 2025
•Increase of $39 million in selling, general and administrative expenses was primarily driven by:
•Increase of $73 million related to executive leadership transition charges recognized in fiscal 2026.
•Increase of $51 million in marketing, advertising and promotion expenses.
•Increase of $15 million from a legal settlement gain recognized in fiscal 2025, with no corresponding income in fiscal 2026.
•Increase of $12 million in restructuring and related charges.
•Decrease of $53 million in team member costs, primarily from performance-based compensation.
•Decrease of $31 million in amortization, primarily from brand and product line discontinuations in the prior year.
•Decrease of $18 million due to lower bad debt expense.
•Decrease of $16 million in professional fees.
Goodwill Impairment
in millions Three Months Ended Nine Months Ended
June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
Goodwill Impairment $ — $ 343 $ — $ 343
Third quarter and nine months – Fiscal 2026 vs Fiscal 2025
•We recorded a $343 million goodwill impairment charge in the Beef segment in the third quarter of fiscal 2025.
Interest (Income) Expense
in millions Three Months Ended Nine Months Ended
June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
Interest income $ (6) $ (15) $ (27) $ (57)
Interest expense 98 113 299 343
Third quarter and nine months – Fiscal 2026 vs Fiscal 2025
•The decrease in interest income for the third quarter and nine months ended June 27, 2026 was primarily due to lower average cash and cash equivalents held.
•The decrease in interest expense for the third quarter and nine months ended June 27, 2026 was primarily due to lower interest expense related to the repayment of the March 2026 Notes in the second quarter of fiscal 2026, partially offset by the issuance of the February 2036 Notes in the second quarter of fiscal 2026. Additionally, the nine months ended benefited from the repayment of term loans in the second quarter of fiscal 2025.
Other (Income) Expense, net
in millions Three Months Ended Nine Months Ended
June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
Total other (income) expense, net $ 4 $ (31) $ 75 $ (47)
Third quarter and nine months – Fiscal 2026
•Included $18 million of restructuring and related charges and $10 million of foreign exchange losses, partially offset by $27 million of joint venture earnings in the third quarter of fiscal 2026. Included $75 million impairment of equity investments and $20 million of restructuring and related charges, partially offset by $29 million of joint venture earnings in the first nine months of fiscal 2026.
Third quarter and nine months – Fiscal 2025
•Included $23 million of joint venture earnings and $11 million of foreign exchange gains in the third quarter of fiscal 2025. Included $50 million of joint venture earnings and $7 million of fire insurance proceeds, partially offset by $7 million of foreign exchange losses in the first nine months of fiscal 2025.
34
Effective Tax Rate
Three Months Ended Nine Months Ended
June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
Effective tax rate 30.1 % 64.5 % 28.2 % 36.0 %
Third quarter – Fiscal 2026 vs Fiscal 2025
•The decrease in the effective tax rate for the third quarter of fiscal 2026 was due to a $343 million non-deductible goodwill impairment in the third quarter of fiscal 2025, partially offset by non-deductible officer compensation expense in the third quarter of fiscal 2026.
Nine months – Fiscal 2026 vs Fiscal 2025
•The decrease in the effective tax rate for the first nine months of fiscal 2026 was due to a $343 million non-deductible goodwill impairment in the third quarter of fiscal 2025.
Net Income Attributable to Tyson
in millions, except per share data Three Months Ended Nine Months Ended
June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
Net income attributable to Tyson $ 182 $ 61 $ 527 $ 427
Net income attributable to Tyson – per diluted share 0.52 0.17 1.49 1.20
Third quarter – Fiscal 2026 – Net income attributable to Tyson included the following items:
•$98 million pretax, or ($0.20) per diluted share, of legal contingency accruals.
•$73 million pretax, or ($0.21) per diluted share, related to the executive leadership transition charges (non-tax deductible).
•$32 million pretax, or ($0.06) per diluted share, of restructuring and related charges.
Nine months – Fiscal 2026 – Net income attributable to Tyson included the following items:
•$269 million pretax, or ($0.57) per diluted share, of legal contingency accruals.
•$195 million pretax, or ($0.41) per diluted share, of restructuring and related charges.
•$73 million pretax, or ($0.21) per diluted share, related to the executive leadership transition charges (non-tax deductible).
•$73 million pretax, or ($0.15) per diluted share, related to an impairment of equity investments.
Third quarter – Fiscal 2025 – Net income attributable to Tyson included the following items:
•$343 million pretax, or ($0.96) per diluted share, related to a goodwill impairment (non-tax deductible).
•$83 million pretax, or $0.18 per diluted share, of restructuring and related gains, net of charges.
•$14 million pretax, or $0.04 per diluted share, of production facility fire insurance proceeds, net of costs.
•$6 million pretax, or $0.01 per diluted share, of plant closure and disposal income, net of charges.
•$5 million pretax, or ($0.01) per diluted share, of brand and product line discontinuations.
Nine months – Fiscal 2025 – Net income attributable to Tyson included the following items:
•$343 million pretax, or ($0.96) per diluted share, related to a goodwill impairment (non-tax deductible).
•$343 million pretax, or ($0.73) per diluted share, of legal contingency accruals.
•$33 million pretax, or ($0.08) per diluted share, of restructuring and related charges.
•$17 million pretax, or ($0.04) per diluted share, of brand and product line discontinuations.
•$17 million pretax, or ($0.04) per diluted share, of plant closure and disposal charges.
•$21 million pretax, or $0.08 per diluted share, of facility fire related insurance proceeds, net of costs.
35
Segment Results
We operate in five segments: Beef, Pork, Chicken, Prepared Foods and International. The following table is a summary of sales and segment operating income (loss), which is how we measure segment profit. Commencing in the first quarter of fiscal 2026, segment operating income (loss) is 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 amounts 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).
in millions Sales
Three Months Ended Nine Months Ended
June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
Beef $ 5,391 $ 5,603 $ 16,367 $ 16,134
Pork 1,580 1,506 4,768 4,367
Chicken 4,255 4,220 12,753 12,426
Prepared Foods 2,557 2,515 7,741 7,384
International 601 557 1,760 1,707
Intersegment sales (516) (517) (1,555) (1,437)
Total $ 13,868 $ 13,884 $ 41,834 $ 40,581
in millions Segment Operating Income (Loss)
Three Months Ended Nine Months Ended
June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
Beef $ (142) $ (459) $ (701) $ (707)
Pork 60 50 151 (58)
Chicken 389 475 1,344 1,302
Prepared Foods 312 390 982 1,016
International 48 65 127 154
Total $ 667 $ 521 $ 1,903 $ 1,707
Corporate Expenses (251) (197) (642) (574)
Amortization (54) (64) (162) (193)
Operating Income (Loss) $ 362 $ 260 $ 1,099 $ 940
36
Items affecting comparability include restructuring and related charges (including network optimization), plant closures and disposal charges (net of gains), goodwill and intangible impairments, brand and product line discontinuations, facility fire-related costs (net of insurance proceeds), and certain non-ordinary course legal, regulatory and other matters. The following table summarizes expenses impacting comparability by segment, as well as corporate expenses and amortization (in millions):
Segment Operating Income (Loss) Operating Income (Loss)
Beef Pork Chicken Prepared Foods Inter- national Corporate Expenses Amortiza- tion Total
Third Quarter of Fiscal 2026:
Restructuring and related charges $ 4 $ — $ 1 $ 9 $ — $ — $ — $ 14
Legal contingency accruals — — 98 — — — — 98
Executive leadership transition charges — — — — — 73 — 73
Third Quarter of Fiscal 2025:
Facility fire related costs (insurance proceeds) — — — — (14) — — (14)
Brand and product line discontinuations — — — — — — 5 5
Restructuring and related charges — — (27) (56) — — — (83)
Plant closure and disposal charges — — — — (6) — — (6)
Goodwill and intangible impairments 343 — — — — — — 343
Nine Months of Fiscal 2026:
Restructuring and related charges 128 1 12 29 (1) 6 — 175
Legal contingency accruals 90 60 114 — 5 — — 269
Executive leadership transition charges — — — — — 73 — 73
Nine Months of Fiscal 2025:
Facility fire related costs (insurance proceeds) — — — — (14) — — (14)
Brand and product line discontinuations — — — — — — 17 17
Restructuring and related charges 48 — 5 (31) 11 — — 33
Legal contingency accruals 93 250 — — — — — 343
Plant closure and disposal charges — — 23 — (6) — — 17
Goodwill and intangible impairments 343 — — — — — — 343
Beef Segment Results
in millions Three Months Ended Nine Months Ended
June 27, 2026 June 28, 2025 Change June 27, 2026 June 28, 2025 Change
Sales $ 5,391 $ 5,603 $ (212) $ 16,367 $ 16,134 $ 233
Sales volume change (15.9) % (12.0) %
Average sales price change 12.1 % 13.4 %
Segment operating income (loss) $ (142) $ (459) $ 317 $ (701) $ (707) $ 6
Segment operating margin (2.6) % (8.2) % (4.3) % (4.4) %
Third quarter and nine months – Fiscal 2026 vs Fiscal 2025
•Sales Volume - Sales volume decreased in the third quarter and first nine months of fiscal 2026 due to lower head harvested related to reduced cattle availability and network optimization, partially offset by higher average carcass weights.
•Average Sales Price - Average sales price increased in the third quarter and first nine months of fiscal 2026 primarily due to increased input costs and strong demand. The change in average sales price for the nine months ended fiscal 2026 and fiscal 2025 excludes the impact of $90 million and $93 million, respectively, of legal contingency accruals recognized as reductions to Sales.
37
•Segment Operating Income (Loss) - Segment operating loss decreased in the third quarter and first nine months of fiscal 2026 primarily due to the absence of a goodwill impairment charge recognized in fiscal 2025 and the benefits of network optimization, partially offset by compressed beef margins, a $40 million lower of cost or net realizable value inventory adjustment in the third quarter of fiscal 2026, increased restructuring and related charges and higher freight and transportation costs. In the third quarter and first nine months of fiscal 2026, Beef had net derivative losses of $21 million and $33 million, respectively, compared to net derivative gains of $12 million and $35 million in the third quarter and first nine months of fiscal 2025, respectively, due to our risk management activities, which exclude offsetting impacts from related physical purchase transactions.
Pork Segment Results
in millions Three Months Ended Nine Months Ended
June 27, 2026 June 28, 2025 Change June 27, 2026 June 28, 2025 Change
Sales $ 1,580 $ 1,506 $ 74 $ 4,768 $ 4,367 $ 401
Sales volume change 5.2 % 3.7 %
Average sales price change (0.3) % 0.9 %
Segment operating income (loss) $ 60 $ 50 $ 10 $ 151 $ (58) $ 209
Segment operating margin 3.8 % 3.3 % 3.2 % (1.3) %
Third quarter and nine months – Fiscal 2026 vs Fiscal 2025
•Sales Volume - Sales volume increased in the third quarter and first nine months of fiscal 2026 due to higher head harvested and higher average carcass weights.
•Average Sales Price - Average sales price slightly decreased in the third quarter of fiscal 2026 primarily driven by lower input costs and increased in the first nine months of fiscal 2026 primarily driven by higher input costs. The change in average sales price for the nine months ended fiscal 2026 and fiscal 2025 excludes the impact of $60 million and $250 million, respectively, of legal contingency accruals recognized as reductions to Sales.
•Segment Operating Income (Loss) - Segment operating income increased for the first nine months of fiscal 2026 primarily due to lower legal contingency accruals recorded in fiscal 2026 compared to fiscal 2025. Additionally, the increase in segment operating income in the third quarter and first nine months of fiscal 2026 benefited from increased sales volume, partially offset by increased operating costs.
Chicken Segment Results
in millions Three Months Ended Nine Months Ended
June 27, 2026 June 28, 2025 Change June 27, 2026 June 28, 2025 Change
Sales $ 4,255 $ 4,220 $ 35 $ 12,753 $ 12,426 $ 327
Sales volume change 1.0 % 2.1 %
Average sales price change 2.2 % 1.3 %
Segment operating income $ 389 $ 475 $ (86) $ 1,344 $ 1,302 $ 42
Segment operating margin 9.1 % 11.3 % 10.5 % 10.5 %
Third quarter and nine months – Fiscal 2026 vs Fiscal 2025
•Sales Volume - Sales volume increased in the third quarter and first nine months of fiscal 2026 primarily due to increased domestic production.
•Average Sales Price - Average sales price increased in the third quarter and first nine months of fiscal 2026 primarily due to mix. The change in average sales price for the third quarter and first nine months of fiscal 2026 excludes the impact of a $98 million legal contingency accrual recognized as a reduction to Sales.
•Segment Operating Income -
Third quarter – Fiscal 2026 vs Fiscal 2025
•Segment operating income in the third quarter decreased due to the recognition of a legal contingency accrual in fiscal 2026, higher freight and transportation costs and higher restructuring and related charges due to the absence of a gain on the sale of storage facilities recognized in the third quarter of fiscal 2025. These decreases were partially offset by improved live and breeding stock performance and increased sales volume.
38
Nine months – Fiscal 2026 vs Fiscal 2025
•Segment operating income in the first nine months increased due to improved live and breeding stock performance, lower feed ingredient costs and the absence of plant closure and disposal charges recognized in fiscal 2025, partially offset by legal contingency accruals recorded in fiscal 2026, higher freight and transportation costs and higher restructuring and related charges due to the absence of a gain on the sale of storage facilities recognized in the third quarter of fiscal 2025. In the first nine months of fiscal 2026, Chicken had net derivative gains of $12 million compared to net derivative losses of $64 million in the first nine months of fiscal 2025 due to our risk management activities, which exclude offsetting impacts from related physical purchase transactions.
Prepared Foods Segment Results
in millions Three Months Ended Nine Months Ended
June 27, 2026 June 28, 2025 Change June 27, 2026 June 28, 2025 Change
Sales $ 2,557 $ 2,515 $ 42 $ 7,741 $ 7,384 $ 357
Sales volume change 0.1 % 0.2 %
Average sales price change 1.6 % 4.6 %
Segment operating income $ 312 $ 390 $ (78) $ 982 $ 1,016 $ (34)
Segment operating margin 12.2 % 15.5 % 12.7 % 13.8 %
Third quarter and nine months – Fiscal 2026 vs Fiscal 2025
•Sales Volume – Sales volume increased in the third quarter and first nine months of fiscal 2026 driven by growth in retail.
•Average Sales Price – Average sales price increased in the third quarter and first nine months of fiscal 2026 due to the pass-through of increased raw material costs and sales channel mix.
•Segment Operating Income – Segment operating income decreased in the third quarter and first nine months of fiscal 2026 due to higher restructuring and related charges resulting from the absence of a gain on the sale of storage facilities recognized in the third quarter of fiscal 2025, higher raw material, freight and transportation costs and increased marketing, advertising and promotional spend. These decreases were partially offset by higher average sales price and improved operational execution.
International Segment Results
in millions Three Months Ended Nine Months Ended
June 27, 2026 June 28, 2025 Change June 27, 2026 June 28, 2025 Change
Sales $ 601 $ 557 $ 44 $ 1,760 $ 1,707 $ 53
Sales Volume Change (3.5) % (1.8) %
Average Sales Price Change 11.4 % 4.9 %
Segment operating income $ 48 $ 65 $ (17) $ 127 $ 154 $ (27)
Segment operating margin 8.0 % 11.7 % 7.2 % 9.0 %
Third quarter and nine months – Fiscal 2026 vs Fiscal 2025
•Sales – Sales increased in the third quarter and first nine months of fiscal 2026 as the increase in average sales price and impact from foreign exchange translation gains more than offset the decrease in sales volume.
•Segment Operating Income – Segment operating income decreased in the third quarter and first nine months of fiscal 2026 due to increased input costs and the absence of insurance proceeds from facility fire related costs and remuneration recognized from plant closure and disposal charges in fiscal 2025, partially offset by improved performance. Additionally, segment operating income in the first nine months of fiscal 2026 was impacted by a legal contingency accrual recognized in the first quarter of fiscal 2026 and benefited from lower restructuring and related charges.
39
Corporate Expenses and Amortization
in millions Three Months Ended Nine Months Ended
June 27, 2026 June 28, 2025 Change June 27, 2026 June 28, 2025 Change
Corporate Expenses $ (251) $ (197) $ (54) $ (642) $ (574) $ (68)
Amortization (54) (64) 10 (162) (193) 31
Third quarter and nine months – Fiscal 2026 vs Fiscal 2025
•Corporate Expenses –
Third quarter – Fiscal 2026 vs Fiscal 2025
•Corporate expenses increased in the third quarter of fiscal 2026 primarily due to $73 million of executive leadership transition charges recognized in fiscal 2026, which were partially offset by $8 million of increased gains related to deferred compensation and lower team member costs primarily from performance-based compensation.
Nine months – Fiscal 2026 vs Fiscal 2025
•Corporate expenses increased in the first nine months of fiscal 2026 primarily due to $73 million of executive leadership transition charges recognized in fiscal 2026 and a $15 million legal settlement gain recognized in fiscal 2025, with no corresponding income in fiscal 2026, which were partially offset by decreased professional fees, a $7 million gain on the sale of a corporate asset and lower team member costs primarily from performance-based compensation.
•Amortization – Amortization decreased in the third quarter and first nine months of fiscal 2026 primarily due to the lapping of $5 million and $17 million of accelerated amortization related to brand and product line discontinuation charges in the third quarter and first nine months of fiscal 2025, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Our cash needs for working capital, capital expenditures, growth opportunities, repurchases of senior notes, repayment of maturing debt, the payment of dividends and share repurchases are expected to be met with current cash on hand, cash flows provided by operating activities or short-term borrowings. Based on our current expectations, we believe our liquidity and capital resources will be sufficient to operate our business. However, we may take advantage of opportunities to generate additional liquidity or refinance existing debt through capital market transactions. The amount, nature and timing of any capital market transactions will depend on our operating performance and other circumstances; our then-current commitments and obligations; the amount, nature and timing of our capital requirements; any limitations imposed by our current credit arrangements; and overall market conditions.
Cash Flows from Operating Activities
in millions Nine Months Ended
June 27, 2026 June 28, 2025
Net income $ 540 $ 449
Non-cash items in net income 1,319 1,362
Net changes in operating assets and liabilities:
(Increase) decrease in accounts receivable 67 (48)
(Increase) decrease in inventories (275) (194)
Increase (decrease) in accounts payable 240 (5)
Increase (decrease) in income taxes payable/receivable (155) 69
Net changes in other operating assets and liabilities (267) (13)
Net cash provided by operating activities $ 1,469 $ 1,620
•Non-cash items in net income primarily included depreciation and amortization of $1,055 million and $1,029 million for the nine months ended June 27, 2026 and June 28, 2025, respectively, impairment of equity investments of $75 million for the nine months ended June 27, 2026 and a $343 million goodwill impairment in the first nine months ended June 28, 2025.
•Cash provided by operating activities for the first nine months of fiscal 2026 was $1,469 million, a decrease of $151 million compared to the first nine months of fiscal 2025, as the $48 million of higher earnings, net of non-cash items, was more than offset by a $199 million decrease in cash provided by the net changes in operating assets and liabilities, which were primarily impacted by:
•A decrease of $254 million due to a decrease in the net changes in other operating assets and liabilities of $267 million in the first nine months of fiscal 2026, compared to a decrease of $13 million in the first nine months of fiscal 2025, primarily due to an increase in payments of accrued legal contingencies.
40
•A decrease of $224 million due to a decrease in income taxes payable/receivable of $155 million in the first nine months of fiscal 2026, compared to an increase of $69 million in the first nine months of fiscal 2025, primarily due to lower taxable income and settlements of state and local audits in fiscal 2026.
•Partially offset by:
•An increase of $245 million due to an increase in accounts payable of $240 million in the first nine months of fiscal 2026, compared to a decrease of $5 million in the first nine months of fiscal 2025, primarily due to an increase in days payable outstanding.
•An increase of $115 million due to a decrease in accounts receivable of $67 million in the first nine months of fiscal 2026, compared to an increase of $48 million in the first nine months of fiscal 2025, primarily due to the timing of higher sales at the end of fiscal year 2025.
Cash Flows from Investing Activities
in millions Nine Months Ended
June 27, 2026 June 28, 2025
Additions to property, plant and equipment $ (556) $ (691)
Proceeds from sale of (purchases of) marketable securities, net 28 (3)
Proceeds from sale of storage facilities 44 252
Acquisition of equity investments — (5)
Other, net 64 42
Net cash used for investing activities $ (420) $ (405)
•Additions to property, plant and equipment included spending for production growth, safety, animal well-being, new equipment, infrastructure replacements and upgrades to maintain competitive standing and position us for future opportunities.
•We expect capital expenditures of $0.7 billion to $0.9 billion in fiscal 2026. Capital expenditures include investments in profit improvement projects as well as projects for maintenance and repairs.
•Proceeds from sale of storage facilities related to the sale of multiple Tyson-owned and operated cold storage facilities.
Cash Flows from Financing Activities
in millions Nine Months Ended
June 27, 2026 June 28, 2025
Proceeds from issuance of debt $ 564 $ 63
Payments on debt (1,435) (876)
Proceeds from issuance of commercial paper 945 —
Repayments of commercial paper (945) —
Purchases of Tyson Class A common stock (123) (42)
Dividends (529) (524)
Stock options exercised 26 20
Other, net (49) (18)
Net cash used for financing activities $ (1,546) $ (1,377)
•During the first nine months of fiscal 2026, proceeds from the issuance of debt included $498 million of net proceeds from the 4.95% Notes due February 2036.
•During the nine months ended June 27, 2026, payments on debt using cash on hand and proceeds received from issuance of debt included a $440 million repayment of the outstanding term loan due May 2028, an $800 million repayment of the outstanding March 2026 Notes and $75 million of repurchases of senior notes on the open market. Payments on debt during the nine months ended June 28, 2025 included a $750 million payment on our term loan due May 2026.
•Dividends paid during the nine months ended June 27, 2026 reflected a 2% increase to our fiscal 2025 quarterly dividend rate.
•Subsequent to June 27, 2026, the Company repurchased an additional 0.9 million shares of its Class A common stock on the open market for an aggregate purchase price of approximately $49 million under its existing share repurchase program.
41
Liquidity
in millions
Commitments Expiration Date Facility Amount Outstanding Letters of Credit (no draw downs) Amount Borrowed AmountAvailable at June 27, 2026
Cash and cash equivalents $ 740
Short-term investments —
Revolving credit facility April 2030 $ 2,500 $ — $ — 2,500
Revolving term loan credit facility December 2028 750 — — 750
Commercial paper —
Total liquidity $ 3,990
•Liquidity includes cash and cash equivalents, short-term investments, availability under our revolving credit facility and availability under our revolving term loan credit facility, less the outstanding commercial paper balance.
•At June 27, 2026, we had current debt of $1,427 million, which we intend to pay with our existing cash balance, cash generated from our operating activities and other existing or new liquidity sources.
•The revolving credit facility supports our short-term funding needs and also serves to backstop our commercial paper program. We had no borrowings under the revolving credit facility during the nine months ended June 27, 2026.
•In the first quarter of fiscal 2026, we entered into a $750 million revolving term loan credit facility. The facility will mature and the commitment thereunder will terminate in December 2028. The Company may make an election to convert all or part of the outstanding borrowings into one or more term loans that will mature up to seven years after the facility's maturity date. Interest on borrowings under the facility is based either on term or daily simple secured overnight financing rates, with an applicable spread, or an alternative base rate with an applicable spread. The facility contains covenants and other terms that are generally consistent with those of our revolving credit facility. We had no borrowings under the revolving term loan facility during the three or nine months ended June 27, 2026.
•We expect net interest expense to approximate $365 million for fiscal 2026.
•Our ratio of short-term assets to short-term liabilities ("current ratio") was 1.4 to 1 at June 27, 2026 and 1.6 to 1 at September 27, 2025. The decrease in fiscal 2026 is primarily due to the reclassification of the June 2027 Notes from long-term debt to current debt and decreased cash and cash equivalents, partially offset by decreased other current liabilities.
•At June 27, 2026, $480 million of our cash was held in the international accounts of our foreign subsidiaries. Generally, we do not rely on the foreign cash as a source of funds to support our ongoing domestic liquidity needs. We manage our worldwide cash requirements by reviewing available funds among our foreign subsidiaries and the cost effectiveness with which those funds can be accessed. We intend to repatriate excess cash (net of applicable withholding taxes) not subject to regulatory requirements and to indefinitely reinvest the remainder of cash held by foreign subsidiaries outside of the United States. We do not expect the regulatory restrictions or taxes on repatriation to have a material effect on our overall liquidity, financial condition or the results of operations for the foreseeable future.
Capital Resources
Credit and Term Loan Facilities
Cash flows from operating activities and cash on hand are our primary sources of liquidity for funding debt service, capital expenditures, dividends and share repurchases. We also have a revolving credit facility, with a committed capacity of $2.5 billion, to provide additional liquidity for working capital needs and to backstop our commercial paper program. Additionally, we have a revolving term loan credit facility, with a committed capacity of $750 million, to provide additional liquidity.
At June 27, 2026, amounts available for borrowing under our revolving credit and term loan facilities totaled $3.3 billion. Our revolving credit facility is funded by a syndicate of 17 banks, with commitments ranging from $50 million to $225 million per bank.
Commercial Paper Program
Our commercial paper program provides a low-cost source of borrowing to fund general corporate purposes including working capital requirements. The maximum borrowing capacity under the commercial paper program is $1.75 billion. The maturities of the notes may vary, but may not exceed 397 days from the date of issuance. As of June 27, 2026, we had no commercial paper outstanding under this program. Our ability to access commercial paper in the future may be limited or its costs increased.
42
Credit Ratings
Revolving Credit Facility
The below table outlines the fees paid on the unused portion of the facility (“Facility Fee Rate”) and letter of credit fees and borrowings (“Borrowing Spread”) that corresponds to the applicable ratings levels from S&P Global Ratings, a division of S&P Global Inc., and its successors (“S&P”) and Moody’s Investors Service, Inc., a subsidiary of Moody's Corporation, and its successors (“Moody’s”). S&P's applicable rating is “BBB” and Moody’s applicable rating is “Baa2”.
Ratings Level (Moody’s/S&P) Facility Fee Rate Borrowing Spread
A3/A- or above 0.090 % 0.785 %
Baa1/BBB+ 0.100 % 0.900 %
Baa2/BBB (current level) 0.110 % 1.015 %
Baa3/BBB- 0.150 % 1.100 %
Ba1/BB+ or lower 0.200 % 1.175 %
Revolving Term Loan Credit Facility
The below table outlines the commitment fee on any unused borrowing capacity and the borrowing spread on the outstanding principal balance of our revolving term loan credit facility that corresponds to the applicable ratings levels from S&P and Moody’s and the designated tranche. Borrowings under the revolving term loan are separated into Tranche A, B, C or D with options to convert all or part of the outstanding borrowings into term loans that will mature one, three, five or seven years, respectively, after the facility's maturity date.
Ratings Level (Moody’s/S&P) Commitment Fee Tranche A and B Borrowing Spread Tranche C Borrowing Spread Tranche D Borrowing Spread
Baa1/BBB+ or above 0.100 % 1.500 % 1.575 % 1.725 %
Baa2/BBB (current level) 0.110 % 1.600 % 1.700 % 1.850 %
Baa3/BBB- 0.150 % 1.725 % 1.825 % 1.975 %
Ba1/BB+ or lower 0.200 % 1.975 % 2.075 % 2.225 %
In the event the rating levels differ, the Applicable Rate will be based upon the higher of the two Levels; however, if the split exceeds one notch, the Applicable Rate will be based on the Level one notch below the higher Level.
Debt Covenants
Our revolving credit facility and term loan credit facility contain affirmative and negative covenants that, among other things, may limit or restrict our ability to: create liens and encumbrances; incur debt; merge, dissolve, liquidate or consolidate; make acquisitions and investments; dispose of or transfer assets; change the nature of our business; engage in certain transactions with affiliates; and enter into hedging transactions, in each case subject to certain qualifications and exceptions. In addition, we are required to maintain a minimum interest expense coverage ratio.
Our senior notes also contain affirmative and negative covenants that, among other things, may limit or restrict our ability to: create liens; engage in certain sale/leaseback transactions; and engage in certain consolidations, mergers and sales of assets.
We were in compliance with all debt covenants at June 27, 2026 and we expect that we will maintain compliance.
RECENTLY ISSUED/ADOPTED ACCOUNTING PRONOUNCEMENTS
Refer to the discussion of recently issued/adopted accounting pronouncements under Part I, Item 1, Notes to Consolidated Condensed Financial Statements, Note 1: Accounting Policies.
CRITICAL ACCOUNTING ESTIMATES
We consider accounting policies related to: contingent liabilities; revenue recognition; accrued self-insurance; defined benefit pension plans; impairment of long-lived assets and definite life intangibles; impairment of goodwill and indefinite life intangible assets; business combinations; and income taxes to be critical accounting estimates. These policies are summarized in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended September 27, 2025. Refer to Part I, Item 1, Notes to Consolidated Condensed Financial Statements, Note 1: Accounting Policies, for updates to our significant accounting policies during the nine months ended June 27, 2026. These critical accounting policies require us to make estimates and assumptions that affect the amounts reported in the consolidated condensed financial statements and accompanying notes.
43
As further described in the impairment of goodwill and indefinite life intangible assets critical accounting estimate included in our Annual Report on Form 10-K for the fiscal year ended September 27, 2025, we assess goodwill and indefinite life assets for impairment at least annually as of the first day of the fourth quarter and whenever events or changes in circumstances indicate that the carrying value may exceed the fair value. Our qualitative assessment for the first three quarters of fiscal 2026 did not indicate that it was more likely than not that the fair value of any of our reporting units or indefinite life intangible assets was less than the carrying amount, and as such, no quantitative impairment test was deemed necessary. We consider reporting units and indefinite life intangible assets that have 20% or less excess fair value over carrying amount to have a heightened risk of impairment. One of our International reporting units, which had goodwill of $0.2 billion at June 27, 2026, was considered at heightened risk of impairment as of the date of the most recent estimated fair value determination, which was in the fourth quarter of fiscal 2025. All of our other remaining reporting units and indefinite life intangible assets' estimated fair values exceeded their carrying values by more than 20% as of their most recent assessments.
We continuously evaluate the changing macro-economic conditions including inflationary pressures, rising interest rates, demand outlook and export markets, as well as the Company's market capitalization. The estimated fair value of our reporting unit designated to have a heightened risk of impairment remains highly sensitive to future discount rate increases, changing macro-economic conditions and achievement of projected long-term operating margins. As of the latest fair value assessment in the fourth quarter of fiscal 2025, we estimated discount rates utilized in the discounted cash flow method would have to increase by more than approximately 125 basis points, with all other assumptions unchanged, before the carrying value of the International reporting unit at heightened risk of impairment would exceed its fair value. Although our remaining reporting units and all indefinite life intangible assets had more than 20% excess fair value over their carrying amounts as of the date of the most recent estimated fair value determination, they are also susceptible to impairments if any assumptions, estimates, or market factors significantly change in the future.
CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION FOR THE PURPOSE OF “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Certain information in this report constitutes forward-looking statements. 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, and 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). 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 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.
44
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 discussed in Item 1, Item 1A, and Item 7 of our Annual Report on Form 10-K for the year ended September 27, 2025 and our other periodic filings with the SEC.