TYSON FOODS, INC.

Previous wording

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 TM 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, sustainably, 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.

Current wording

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 TM 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.

Previous wording

Sales grew 2%, or $837 million, in the first nine months of fiscal 2025, driven by increased sales in our Beef, Chicken and Prepared Foods segments, partially offset by decreased sales in our Pork segment. Operating income of $940 million for the first nine months of fiscal 2025 was up 6% compared to the first nine months of fiscal 2024 as we experienced higher operating income in our Chicken and Prepared Foods segments and International/Other, partially offset by lower operating income in our Beef and Pork segments. In the first nine months of fiscal 2025, our operating income was impacted by $343 million of goodwill impairment charges, $343 million of legal contingency accruals, $33 million of charges related to the network optimization plan and $23 million of plant closures and disposal charges. In the first nine months ended June 29, 2024, our operating income was impacted by $174 million in legal contingency accruals, $155 million of plant closure and disposal charges, $83 million of costs related to a production facility fire in the Netherlands and the subsequent decision to sell the facility and $31 million of restructuring and related charges.

Current wording

Sales grew 5%, or $690 million in the first quarter of fiscal 2026, driven by increased sales in our Beef, Chicken and Prepared Foods segments, partially offset by decreased sales in our Pork and International segments. Operating income of $302 million for the first quarter of fiscal 2026 was down 48% as compared to the first quarter of fiscal 2025, as we experienced lower segment operating income in our Beef, Pork and Chicken segments, partially offset by higher segment operating income in our Prepared Foods segment and lower corporate expenses and amortization. In the first quarter of fiscal 2026, our operating income was impacted by $115 million of restructuring and related charges and $155 million of legal contingency accruals. In the first quarter of fiscal 2025, our operating income was impacted by $73 million of restructuring and related charges and $6 million in brand and product line discontinuation charges.

Previous wording

According to the United States Department of Agriculture, domestic protein production (beef, pork, chicken and turkey) decreased 1% in the third quarter of fiscal 2025 as compared to the same period in 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 in the first nine months of fiscal 2025, but costs began to moderate in the third quarter of fiscal 2025 as compared to the same period in fiscal 2024. The Prepared Foods segment is currently experiencing increased raw material costs primarily due to higher meat costs.

Current wording

According to the United States Department of Agriculture, domestic protein production (beef, pork, chicken and turkey) remained relatively flat in the first quarter of fiscal 2026 as 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 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 in the first three months of fiscal 2026. 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.

Previous wording

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. We will continue to analyze the impact of supply chain and tariff impacts in the upcoming months.

Current wording

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 and other general economic conditions, and uncertainty in future changes that may have a material impact.

Previous wording

Our total operating margin was 1.9% in the third quarter of fiscal 2025. Operating margins by segment were as follows:

Current wording

Our total operating margin was 2.1% in the first quarter of fiscal 2026. Segment operating margins were as follows:

Previous wording

In the first quarter of fiscal 2025, the Company initiated a network optimization plan to optimize our global operations and logistics network. We anticipate we will recognize total pretax charges of $84 million related to actions approved through June 28, 2025. We recognized charges of $24 million and $33 million in the third quarter and first nine months of fiscal 2025, respectively, related to the network optimization plan, which 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. Additionally, in the third quarter of fiscal 2025, we recognized a $107 million gain from the sale of storage facilities. Approved charges that have been recognized through June 28, 2025 included $51 million that have resulted or will result in cash outflows and $89 million of non-cash charges. We have also received $252 million of proceeds in the first nine months of fiscal 2025 associated with the sale of storage facilities. We expect to incur costs related to the network optimization plan over a multi-year period. We expect to incur additional charges in the future as additional actions are approved. For further description refer to Part I, Item I, Notes to the Consolidated Condensed Financial Statements, Note 5: Restructuring and Related Charges.

Current wording

Commencing in fiscal 2025, the Company initiated a network optimization plan to optimize our global operations and logistics network. In the first quarter of fiscal 2026, the Company approved additional actions under the network optimization plan, increasing the estimated total pretax charges by $140 million. This increase reflects network changes in the Beef segment, including the closure of a harvesting facility and the transition to a single shift at another, as well as efforts to reduce support costs across all segments and corporate functions. As a result, we now expect to recognize total pretax net charges of $226 million for actions approved through December 27, 2025, which include $148 million of net charges that have resulted or will result in cash outflows and $185 million of non-cash charges, partially offset by $107 million gain recognized from the sale of storage facilities. Additionally, we have received $294 million in proceeds associated with the sale of storage facilities to date, of which, $42 million was received in the first quarter of fiscal 2026. Through the first quarter of fiscal 2026, we have recognized $162 million of the expected total pretax charges and estimate $64 million of charges will be incurred over future periods, including $44 million during the remainder of fiscal 2026. We expect to incur costs related to the network optimization plan over a multi-year period. We expect to incur additional charges in the future as additional actions are approved. For further description refer to Part I, Item I, Notes to the Consolidated Condensed Financial Statements, Note 5: Restructuring and Related Charges.

Previous wording

•Sales Volume – Volumes were relatively flat, accounting for a $9 million change as decreased sales volume in our Beef and Prepared Foods segments, was mostly offset by increased sales volume in our Chicken and Pork segments.

Current wording

•Sales Volume – Volumes were relatively flat, accounting for a $43 million reduction as decreased sales volume in our Beef and International segments was mostly offset by increased sales volume in our Pork, Chicken, and Prepared Foods segments.

Previous wording

•Average Sales Price – Sales were positively impacted by higher average sales prices, which accounted for an increase of $495 million, driven by increased pricing in our Beef, Chicken and Prepared Foods segments, partially offset by lower average sales prices in our Pork segment.

Current wording

•Average Sales Price – Sales were positively impacted by higher average sales prices, which accounted for an increase of $883 million, driven by increased pricing in our Beef, Pork, Prepared Foods and International segments, partially offset by lower average sales prices in our Chicken segment.

Previous wording

◦The above changes in average sales price exclude a $45 million reduction of Sales for the recognition of a legal contingency accrual recorded in the third quarter of fiscal 2024.

Current wording

•The above changes in average sales price exclude a $150 million reduction of Sales for the recognition of legal contingency accruals recorded in the first quarter of fiscal 2026.

Previous wording

•Cost of sales increased $268 million. Lower sales volume decreased cost of sales $8 million while higher input cost per pound increased cost of sales by $276 million.

Current wording

•Cost of sales increased $977 million. Lower sales volume decreased cost of sales $40 million while higher input cost per pound increased cost of sales by $1,017 million.

Previous wording

•The $276 million impact of higher input cost per pound was impacted by:

Current wording

•The $1,017 million impact of higher input cost per pound was impacted by:

Previous wording

•Increase in cattle costs of approximately $560 million in our Beef segment.

Current wording

•Increase in cattle costs of approximately $850 million in our Beef segment.

Previous wording

•Increase in raw material and other input costs of approximately $60 million in our Prepared Foods segment.

Current wording

•Increase in raw material and other input costs of approximately $110 million in our Prepared Foods segment.

Previous wording

•Increase in hog costs of approximately $15 million in our Pork segment.

Current wording

•Increase in hog costs of approximately $50 million in our Pork segment.

Previous wording

•Decrease of approximately $20 million in our Chicken segment related to decreased feed ingredient costs.

Current wording

•Decrease of approximately $50 million in our Chicken segment related to decreased feed ingredient costs.

Previous wording

•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.

Current wording

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

Previous wording

•Decrease of $130 million in selling, general and administrative was primarily driven by:

Current wording

•Decrease of $9 million in selling, general and administrative was primarily driven by:

Previous wording

•Decrease of $35 million in professional fees.

Current wording

•Decrease of $8 million in professional fees.

Previous wording

•Decrease of $33 million in marketing, advertising and promotion expenses.

Current wording

•Increase of $20 million in marketing, advertising and promotion expenses.

Previous wording

•The decrease in interest income for the third quarter and nine months ended June 28, 2025 was primarily due to average lower cash and cash equivalents held.

Current wording

•The decrease in interest income for the three months ended December 27, 2025 was primarily due to average lower cash and cash equivalents held.

Previous wording

•The decrease in interest expense for the three and nine months ended June 28, 2025 was primarily due to lower interest expense related to the repayment of the term loan due May 2026 in the second quarter of fiscal 2025 and the repayment of the August 2024 senior notes in the fourth quarter of fiscal 2024.

Current wording

•The decrease in interest expense for the three months ended December 27, 2025 was primarily due to lower interest expense related to the repayment of term loans in fiscal 2025.

Previous wording

•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 production facilities fire insurance proceeds, partially offset by $7 million of foreign exchange losses in the first nine months of fiscal 2025.

Current wording

•Included $24 million of foreign exchange losses, partially offset by $12 million of joint venture earnings and $7 million of production facilities fire insurance proceeds.

Previous wording

•$7 million pretax, or $0.01 per diluted share, of production facilities fire insurance proceeds, net of costs incurred.

Current wording

•$7 million pretax, or $0.04 per diluted share, of production facilities fire insurance proceeds.

Previous wording

We operate in four segments: Beef, Pork, Chicken, and Prepared Foods. The following table is a summary of sales and operating income (loss), which is how we measure segment profit.

Current wording

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 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).

Previous wording

•Average Sales Price - Average sales price increased in the third quarter and first nine months of fiscal 2025 primarily due to increased input costs and strong demand. The change in average sales price for the first nine months of fiscal 2025 excludes a $93 million reduction of Sales from the recognition of a legal contingency accrual recorded in the second quarter of fiscal 2025.

Current wording

•Average Sales Price - Average sales price increased primarily due to increased input costs and strong demand. The change in average sales price excludes a $90 million reduction of Sales from the recognition of a legal contingency accrual recorded in fiscal 2026.

Previous wording

•Average Sales Price - Average sales price decreased in the third quarter of fiscal 2025 primarily driven by changes in mix. Average sales price increased in first nine months of fiscal 2025 due to increased input costs and strong demand for our pork products. The change in average sales price for the nine months ended excludes a $250 million reduction of Sales from the recognition of a legal contingency accrual recorded in the second quarter of fiscal 2025. The change in average sales price for both the three months ended and nine months ended excludes a $45 million reduction of Sales from the recognition of a legal contingency accrual recorded in the second quarter of fiscal 2024.

Current wording

•Average Sales Price - Average sales price increased due to higher input costs and strong demand for our pork products. The change in average sales price excludes a $60 million reduction of Sales from the recognition of a legal contingency accrual recorded in fiscal 2026.

Previous wording

•Sales Volume - Sales volume increased in the third quarter and first nine months of fiscal 2025 primarily due to increased domestic production.

Current wording

•Sales Volume - Sales volume increased primarily due to increased domestic production and reduced inventory levels.

Previous wording

•Average Sales Price – Average sales price increased in the third quarter and first nine months of 2025 primarily due to the pass through of increased raw material costs.

Current wording

•Average Sales Price – Average sales price increased due to the pass through of increased raw material costs and sales channel mix.

Previous wording

•Non-cash items in net income primarily included depreciation and amortization of $1,029 million and $1,082 million for the nine months ended June 28, 2025 and June 29, 2024, respectively, and a $343 million goodwill impairment in the first nine months of fiscal 2025.

Current wording

•Non-cash items in net income primarily included depreciation and amortization of $376 million and $348 million for the three months ended December 27, 2025 and December 28, 2024, respectively, and impairment of equity investments of $75 million for the three months ended December 27, 2025.

Previous wording

•Cash provided by operating activities for the first nine months of fiscal 2025 was $1,620 million, a decrease of $353 million compared to the first nine months of fiscal 2024, as the $103 million of higher earnings, net of non-cash items, was more than offset by a $456 million decrease in cash provided by the net changes in operating assets and liabilities which was primarily impacted by:

Current wording

•Cash provided by operating activities for the first three months of fiscal 2026 was $942 million, a decrease of $89 million compared to the first three months of fiscal 2025, as the $161 million of lower earnings, net of non-cash items, was partially offset by a $72 million increase in cash provided by the net changes in operating assets and liabilities which was primarily impacted by:

Previous wording

•A decrease of $443 million due to an increase in inventory of $194 million in the first nine months of fiscal 2025, compared to a decrease of $249 million in the first nine months of fiscal 2024, primarily due to increased average cost of inventory and higher volume of livestock.

Current wording

•An increase of $124 million due to a decrease in inventory of $181 million in the first three months of fiscal 2026, compared to a decrease of $57 million in the first three months of fiscal 2025, primarily due to lower volume of livestock and decreased average cost of inventory.

Previous wording

•Additions to property, plant and equipment included spending for production growth, safety and animal well-being, new equipment, infrastructure replacements and upgrades to maintain competitive standing and position us for future opportunities.

Current wording

•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.

Previous wording

•We expect capital expenditures at or below $1 billion for fiscal 2025. Capital expenditures include investments in profit improvement projects as well as projects for maintenance and repair. This includes completion of capacity expansion projects as well as new equipment, automation technology and processes for product innovation.

Current wording

•We expect capital expenditures of $0.7 billion to $1.0 billion in fiscal 2026. Capital expenditures include investments in profit improvement projects as well as projects for maintenance and repair.

Previous wording

•Proceeds from sale of storage facilities for the nine months ended June 28, 2025 related to the sale of multiple Tyson-owned and operated cold storage facilities.

Current wording

•Proceeds from sale of storage facilities for the three months ended December 27, 2025 related to the sale of a Tyson-owned and operated cold storage facility.

Previous wording

•Payments on debt during the nine months ended June 28, 2025 and June 29, 2024 included payments of $750 million and $250 million, respectively, on our term loan due May 2026.

Current wording

•Payments on debt during the three months ended December 27, 2025 included a $440 million payment on the remaining balance of our term loan due May 2028 using cash on hand.

Previous wording

•Dividends paid during the nine months ended June 28, 2025 reflected a 2% increase to our fiscal 2024 quarterly dividend rate.

Current wording

•Dividends paid during the three months ended December 27, 2025 reflected a 2% increase to our fiscal 2025 quarterly dividend rate.

Previous wording

•Liquidity includes cash and cash equivalents, short-term investments and availability under our revolving credit, less the outstanding commercial paper balance.

Current wording

•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.

Previous wording

•At June 28, 2025, we had current debt of $886 million, which we intend to pay with our existing cash balance, cash generated from our operating activities and other existing or new liquidity sources.

Current wording

•At December 27, 2025, we had current debt of $909 million, which we intend to pay with our existing cash balance, cash generated from our operating activities and other existing or new liquidity sources.

Previous wording

•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 28, 2025.

Current wording

•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 three months ended December 27, 2025.

Previous wording

•We expect net interest expense to approximate $375 million for fiscal 2025.

Current wording

•We expect net interest expense to approximate $370 million for fiscal 2026.