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).
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 grew 4%, or $579 million, in the second quarter of fiscal 2026, driven by increased sales across all segments. Operating income of $435 million for the second quarter of fiscal 2026 was up $335 million as compared to the second quarter of fiscal 2025, as we experienced higher segment operating income in our Pork, Chicken and Prepared Foods segments, partially offset by lower segment operating income in our Beef and International segments and increased corporate expenses. In the second quarter of fiscal 2026, our operating income was impacted by $46 million of restructuring and related charges and $16 million of legal contingency accruals. In the second quarter of fiscal 2025, our operating income was impacted by $343 million of legal contingency accruals, $43 million of restructuring and related charges, $23 million of plant closure and disposal charges and $6 million in brand and product line discontinuation charges.
Sales grew 5%, or $1,269 million in the first six months of fiscal 2026, driven by increased sales in all segments. Operating income of $737 million for the first six months of fiscal 2026 was up 8% compared to the first six months of fiscal 2025 as we experienced higher segment operating income in our Pork, Chicken and Prepared Foods segments, partially offset by lower segment operating income for our Beef and International segments and increased corporate expenses. In the first six months of fiscal 2026, our operating income was impacted by $161 million of restructuring and related charges and $171 million of legal contingency accruals. In the first six months of fiscal 2025, our operating income was impacted by $343 million of legal contingency accruals, $116 million of restructuring and related charges, $23 million of plant closure and disposal charges and $12 million in brand and product line discontinuation charges.
Market Environment
According to the United States Department of Agriculture, domestic protein production (beef, pork, chicken and turkey) increased slightly in the second 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. 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, including heightened tensions involving Iran, have increased volatility in global energy and commodity markets, which may affect our cost structure, including transportation costs. Although these conditions have not had a material impact on our results to date, continued or heightened volatility could result in material 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 and other general economic conditions, and uncertainty in future changes that may have a material impact.
Margins
Our total operating margin was 3.2% in the second quarter of fiscal 2026. Segment operating margins were as follows:
•Beef - (4.6)%
•Pork - 2.6%
•Chicken - 11.8%
•Prepared Foods - 13.9%
•International - 6.6%
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.
Commencing in fiscal 2025, the Company initiated a network optimization plan to optimize our global operations and logistics network. In the second quarter and first half of fiscal 2026, the Company increased the estimated pretax charges by $38 million and $178 million, respectively, for additional actions approved to date under the network optimization plan. In the first quarter of fiscal 2026, the increase in estimated total pretax charges reflects network changes in the Beef segment, including the closure of a harvesting facility and the transition of another to a single shift, as well as efforts to reduce support costs across all segments and corporate functions. The increase in the second quarter primarily reflects the closure of a production facility in the Prepared Foods segment. As a result, we now expect to recognize total pretax net charges of $264 million for actions approved through March 28, 2026, which include $179 million of net charges that have resulted or will result in cash outflows and $192 million of non-cash charges, partially offset by a $107 million gain recognized from the sale of storage facilities. Additionally, we have received $296 million in proceeds associated with the sale of storage facilities to date. Through the second quarter of fiscal 2026, we have recognized $208 million of the expected total pretax charges and estimate $56 million of charges will be incurred over future periods, including $35 million during the remainder of fiscal 2026. 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 I, Notes to the Consolidated Condensed Financial Statements, Note 5: Restructuring and Related Charges.
Summary of Results
Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in millions
|
Three Months Ended
|
|
Six Months Ended
|
|
|
March 28, 2026
|
|
March 29, 2025
|
|
March 28, 2026
|
|
March 29, 2025
|
|
Sales
|
$
|
13,653
|
|
|
$
|
13,074
|
|
|
$
|
27,966
|
|
|
$
|
26,697
|
|
|
Change in sales volume
|
(2.3)
|
%
|
|
|
|
(1.3)
|
%
|
|
|
|
Change in average sales price
|
4.1
|
%
|
|
|
|
5.3
|
%
|
|
|
|
Sales growth
|
4.4
|
%
|
|
|
|
4.8
|
%
|
|
|
Second quarter - Fiscal 2026 vs Fiscal 2025
•Sales Volume - Sales were negatively impacted by a decrease in sales volume, which accounted for a $311 million decrease in sales 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 of $547 million, driven by increases in all segments.
•The above change in average sales price excludes a $343 million reduction of Sales for the recognition of legal contingency accruals recorded in the second quarter of fiscal 2025.
Six months - Fiscal 2026 vs Fiscal 2025
•Sales Volume - Sales were negatively impacted by a decrease in sales volume, which accounted for a $354 million decrease in sales 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 of $1,430 million, driven by increases in all segments.
•The above change in average sales price excludes a $150 million and $343 million reduction of Sales from the recognition of legal contingency accruals for the six months ended March 28, 2026 and March 29, 2025, respectively.
Cost of Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in millions
|
Three Months Ended
|
|
Six Months Ended
|
|
|
March 28, 2026
|
|
March 29, 2025
|
|
March 28, 2026
|
|
March 29, 2025
|
|
Cost of sales
|
$
|
12,691
|
|
|
$
|
12,474
|
|
|
$
|
26,196
|
|
|
$
|
25,002
|
|
|
Gross profit
|
962
|
|
|
600
|
|
|
1,770
|
|
|
1,695
|
|
|
Cost of sales as a percentage of sales
|
93.0
|
%
|
|
95.4
|
%
|
|
93.7
|
%
|
|
93.7
|
%
|
Second quarter - Fiscal 2026 vs Fiscal 2025
•Cost of sales increased $217 million. Lower sales volume decreased cost of sales $288 million while higher input cost per pound increased cost of sales by $505 million.
•The $505 million impact of higher input cost per pound was impacted by:
•Increase in cattle costs of approximately $600 million in our Beef segment.
•Increase in raw material and other input costs of approximately $50 million in our Prepared Foods segment.
•Increase in freight and transportation costs of approximately $40 million.
•Increase of $16 million related to the recognition of legal contingency accruals in our Chicken segment in fiscal 2026.
•Decrease due to net derivative gains of $38 million in the second quarter of fiscal 2026, compared to net derivative losses of $24 million in the second quarter of fiscal 2025 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 $23 million due to lower plant closures and disposal charges.
•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.
Six months - Fiscal 2026 vs Fiscal 2025
•Cost of sales increased $1,194 million. Lower sales volume decreased cost of sales by $328 million while higher input cost per pound increased cost of sales by $1,522 million.
•The $1,522 million impact of higher input cost per pound was impacted by:
•Increase in cattle costs of approximately $1,450 million in our Beef segment.
•Increase in raw material and other input costs of approximately $160 million in our Prepared Foods segment.
•Increase in hog costs of approximately $55 million in our Pork segment.
•Increase of $33 million related to restructuring and related charges.
•Increase in freight and transportation costs of approximately $45 million.
•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 in our Chicken segment related to decreased feed ingredient costs.
•Decrease due to net derivative gains of $26 million in the first six months of fiscal 2026, compared to net derivative losses of $31 million in the first six months of fiscal 2025 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 $23 million due to lower plant closures and disposal charges.
•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
|
|
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|
|
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|
|
|
|
|
|
|
|
|
in millions
|
Three Months Ended
|
|
Six Months Ended
|
|
|
March 28, 2026
|
|
March 29, 2025
|
|
March 28, 2026
|
|
March 29, 2025
|
|
Selling, general and administrative expense
|
$
|
527
|
|
|
$
|
500
|
|
|
$
|
1,033
|
|
|
$
|
1,015
|
|
|
As a percentage of sales
|
3.9
|
%
|
|
3.8
|
%
|
|
3.7
|
%
|
|
3.8
|
%
|
Second quarter - Fiscal 2026 vs Fiscal 2025
•Increase of $27 million in selling, general and administrative was primarily driven by:
•Increase of $25 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.
•Decrease of $15 million due to lower bad debt expense.
Six months - Fiscal 2026 vs Fiscal 2025
•Increase of $18 million in selling, general and administrative was primarily driven by:
•Increase of $45 million in marketing, advertising and promotion expenses.
•Increase of $15 million from a legal settlement gain recognized in fiscal 2026, with no corresponding income in fiscal 2026.
•Decrease of $16 million due to lower bad debt expense.
•Decrease of $13 million related to lower team member costs, net of losses related to deferred compensation.
•Decrease of $12 million in professional fees.
Interest (Income) Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in millions
|
Three Months Ended
|
|
Six Months Ended
|
|
|
March 28, 2026
|
|
March 29, 2025
|
|
March 28, 2026
|
|
March 29, 2025
|
|
Interest income
|
$
|
(8)
|
|
|
$
|
(17)
|
|
|
$
|
(21)
|
|
|
$
|
(42)
|
|
|
Interest expense
|
97
|
|
|
110
|
|
|
201
|
|
|
230
|
|
Second quarter and six months - Fiscal 2026 vs Fiscal 2025
•The decrease in interest income for the second quarter and six months ended March 28, 2026 was primarily due to lower average cash and cash equivalents held.
•The decrease in interest expense for the second quarter and six months ended March 28, 2026 was primarily due to lower interest expense related to the repayment of the March 2026 Notes in the second quarter of fiscal 2026 and term loans in fiscal 2025, partially offset by the issuance of February 2036 Notes in the second quarter of fiscal 2026.
Other (Income) Expense, net
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in millions
|
Three Months Ended
|
|
Six Months Ended
|
|
|
March 28, 2026
|
|
March 29, 2025
|
|
March 28, 2026
|
|
March 29, 2025
|
|
Total other (income) expense, net
|
$
|
(13)
|
|
|
$
|
(23)
|
|
|
$
|
71
|
|
|
$
|
(16)
|
|
Second quarter and six months - Fiscal 2026
•Included $7 million of joint venture earnings and $7 million of foreign exchange gains in the second quarter of fiscal 2026. Included $75 million of impairment of equity investments and $6 million of foreign exchange gains in the first six months of fiscal 2026.
Second quarter and six months - Fiscal 2025
•Included $15 million of joint venture earnings and $6 million of foreign exchange gains in the second quarter of fiscal 2025. Included $27 million of joint venture earnings and $7 million of production facilities fire insurance proceeds, partially offset by $18 million of foreign exchange losses in the first six months of fiscal 2025.
Effective Tax Rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
|
March 28, 2026
|
|
March 29, 2025
|
|
March 28, 2026
|
|
March 29, 2025
|
|
|
26.2
|
%
|
|
51.0
|
%
|
|
27.1
|
%
|
|
25.1
|
%
|
Second quarter - Fiscal 2026 vs Fiscal 2025
•The percentage impacts of items on the effective tax rate were greater in the second quarter of fiscal 2025 due to the level of pretax income in the second quarter of fiscal 2025 compared to the second quarter of fiscal 2026.
•The effective tax rate for the second quarter of fiscal 2026 was increased by estimated foreign withholding tax on the repatriation of earnings of foreign subsidiaries.
•The effective tax rate for the second quarter of fiscal 2025 was increased by the impact of changes in unrecognized tax benefits.
Six months - Fiscal 2026 vs Fiscal 2025
•The effective tax rate for the first six months of fiscal 2026 was increased by estimated foreign withholding tax on the repatriation of earnings of foreign subsidiaries.
•The effective tax rate for the first six months of fiscal 2025 was increased by changes in unrecognized tax benefits and decreased by the release of a $9 million valuation allowance on certain losses in the Netherlands due to tax legislation enacted in the first quarter of fiscal 2025.
Net Income Attributable to Tyson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in millions, except per share data
|
Three Months Ended
|
|
Six Months Ended
|
|
|
March 28, 2026
|
|
March 29, 2025
|
|
March 28, 2026
|
|
March 29, 2025
|
|
Net income attributable to Tyson
|
$
|
260
|
|
|
$
|
7
|
|
|
$
|
345
|
|
|
$
|
366
|
|
|
Net income attributable to Tyson - per diluted share
|
0.73
|
|
|
0.02
|
|
|
0.97
|
|
|
1.03
|
|
Second quarter - Fiscal 2026 - Net income attributable to Tyson included the following items:
•$46 million pretax, or ($0.10) per diluted share, of restructuring and related charges.
•$16 million pretax, or ($0.04) per diluted share, of legal contingency accruals.
Six months - Fiscal 2026 - Net income attributable to Tyson included the following items:
•$171 million pretax, or ($0.37) per diluted share, of legal contingency accruals.
•$163 million pretax, or ($0.35) per diluted share, of restructuring and related charges.
•$73 million pretax, or ($0.15) per diluted share, related to an impairment of equity investments.
Second quarter - Fiscal 2025 - Net income attributable to Tyson included the following items:
•$343 million pretax, or ($0.73) per diluted share, related to the recognition of legal contingency accruals.
•$43 million pretax, or ($0.10) per diluted share, related to restructuring and related charges.
•$23 million pretax, or ($0.05) per diluted share, of plant closure and disposal charges.
•$6 million pretax, or ($0.02) per diluted share, of brand and product line discontinuation charges.
Six months - Fiscal 2025- Net income attributable to Tyson included the following items:
•$343 million pretax, or ($0.73) per diluted share, related to the recognition of legal contingency accruals.
•$116 million pretax, or ($0.26) per diluted share, related to restructuring and related charges.
•$23 million pretax, or ($0.05) per diluted share, of plant closure and disposal charges.
•$12 million pretax, or ($0.03) per diluted share, of brand and product line discontinuation charges.
•$7 million pretax, or $0.04 per diluted share, of production facilities fire insurance proceeds.
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 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).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in millions
|
Sales
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
|
March 28, 2026
|
|
March 29, 2025
|
|
March 28, 2026
|
|
March 29, 2025
|
|
Beef
|
$
|
5,205
|
|
|
$
|
5,196
|
|
|
$
|
10,976
|
|
|
$
|
10,531
|
|
|
Pork
|
1,579
|
|
|
1,244
|
|
|
3,188
|
|
|
2,861
|
|
|
Chicken
|
4,286
|
|
|
4,141
|
|
|
8,498
|
|
|
8,206
|
|
|
Prepared Foods
|
2,511
|
|
|
2,396
|
|
|
5,184
|
|
|
4,869
|
|
|
International
|
577
|
|
|
566
|
|
|
1,159
|
|
|
1,150
|
|
|
Intersegment sales
|
(505)
|
|
|
(469)
|
|
|
(1,039)
|
|
|
(920)
|
|
|
Total
|
$
|
13,653
|
|
|
$
|
13,074
|
|
|
$
|
27,966
|
|
|
$
|
26,697
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in millions
|
Segment Operating Income (Loss)
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
|
March 28, 2026
|
|
March 29, 2025
|
|
March 28, 2026
|
|
March 29, 2025
|
|
Beef
|
$
|
(240)
|
|
|
$
|
(222)
|
|
|
$
|
(559)
|
|
|
$
|
(248)
|
|
|
Pork
|
41
|
|
|
(181)
|
|
|
91
|
|
|
(108)
|
|
|
Chicken
|
505
|
|
|
367
|
|
|
955
|
|
|
827
|
|
|
Prepared Foods
|
348
|
|
|
329
|
|
|
670
|
|
|
626
|
|
|
International
|
38
|
|
|
48
|
|
|
79
|
|
|
89
|
|
|
Total
|
$
|
692
|
|
|
$
|
341
|
|
|
$
|
1,236
|
|
|
$
|
1,186
|
|
|
Corporate Expenses
|
(203)
|
|
|
(176)
|
|
|
(391)
|
|
|
(377)
|
|
|
Amortization
|
(54)
|
|
|
(65)
|
|
|
(108)
|
|
|
(129)
|
|
|
Operating Income (Loss)
|
$
|
435
|
|
|
$
|
100
|
|
|
$
|
737
|
|
|
$
|
680
|
|
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 is a summary of the expenses impacting comparability by segment, 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
|
|
Second Quarter of Fiscal 2026
|
|
|
|
|
|
|
|
|
|
|
Restructuring and related charges
|
$
|
38
|
|
$
|
-
|
|
$
|
2
|
|
$
|
4
|
|
$
|
(1)
|
|
|
$
|
3
|
|
$
|
-
|
|
$
|
46
|
|
|
Legal contingency accruals
|
-
|
|
-
|
|
16
|
|
-
|
|
-
|
|
|
-
|
|
-
|
|
16
|
|
|
Second Quarter of Fiscal 2025
|
|
|
|
|
|
|
|
|
|
|
Brand and product line discontinuations
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
-
|
|
6
|
|
6
|
|
|
Restructuring and related charges
|
16
|
|
-
|
|
21
|
|
-
|
|
6
|
|
|
-
|
|
-
|
|
43
|
|
|
Legal contingency accruals
|
93
|
|
250
|
|
-
|
|
-
|
|
-
|
|
|
-
|
|
-
|
|
343
|
|
|
Plant closure and disposal charges
|
-
|
|
-
|
|
23
|
|
-
|
|
-
|
|
|
-
|
|
-
|
|
23
|
|
|
Six Months of Fiscal 2026
|
|
|
|
|
|
|
|
|
|
|
Restructuring and related charges
|
124
|
|
1
|
|
11
|
|
20
|
|
(1)
|
|
|
6
|
|
-
|
|
161
|
|
|
Legal contingency accruals
|
90
|
|
60
|
|
16
|
|
-
|
|
5
|
|
|
-
|
|
-
|
|
171
|
|
|
Six Months of Fiscal 2025
|
|
|
|
|
|
|
|
|
|
|
Brand and product line discontinuations
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
-
|
|
12
|
|
12
|
|
|
Restructuring and related charges
|
48
|
|
-
|
|
32
|
|
25
|
|
11
|
|
|
-
|
|
-
|
|
116
|
|
|
Legal contingency accruals
|
93
|
|
250
|
|
-
|
|
-
|
|
-
|
|
|
-
|
|
-
|
|
343
|
|
|
Plant closure and disposal charges
|
-
|
|
-
|
|
23
|
|
-
|
|
-
|
|
|
-
|
|
-
|
|
23
|
|
Beef Segment Results
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in millions
|
Three Months Ended
|
|
Six Months Ended
|
|
|
March 28, 2026
|
|
March 29, 2025
|
|
Change
|
|
March 28, 2026
|
|
March 29, 2025
|
|
Change
|
|
Sales
|
$
|
5,205
|
|
|
$
|
5,196
|
|
|
$
|
9
|
|
|
$
|
10,976
|
|
|
$
|
10,531
|
|
|
$
|
445
|
|
|
Sales volume change
|
|
|
|
|
(13.1)
|
%
|
|
|
|
|
|
(10.1)
|
%
|
|
Average sales price change
|
|
|
|
|
11.5
|
%
|
|
|
|
|
|
14.3
|
%
|
|
Segment operating income (loss)
|
$
|
(240)
|
|
|
$
|
(222)
|
|
|
$
|
(18)
|
|
|
$
|
(559)
|
|
|
$
|
(248)
|
|
|
$
|
(311)
|
|
|
Segment operating margin
|
(4.6)
|
%
|
|
(4.3)
|
%
|
|
|
|
(5.1)
|
%
|
|
(2.4)
|
%
|
|
|
Second quarter and six months - Fiscal 2026 vs Fiscal 2025
•Sales Volume - Sales volume decreased in the second quarter and first six 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 second quarter and first six months of fiscal 2026 primarily due to increased input costs and strong demand. The change in average sales price for the six months ended excludes a $90 million reduction of Sales from the recognition of a legal contingency accrual recorded in the first quarter of fiscal 2026. The change in average sales price for the second quarter and six months ended excludes a $93 million reduction of Sales from the recognition of a legal contingency accrual recorded in the second quarter of fiscal 2025.
•Segment Operating Income (Loss) - Segment operating loss increased in the second quarter and first six months of fiscal 2026 due to compressed Beef margins and increased restructuring and related charges. Additionally, segment operating loss in the second quarter of fiscal 2025 was impacted by the recognition of a legal contingency accrual.
Pork Segment Results
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in millions
|
Three Months Ended
|
|
Six Months Ended
|
|
|
March 28, 2026
|
|
March 29, 2025
|
|
Change
|
|
March 28, 2026
|
|
March 29, 2025
|
|
Change
|
|
Sales
|
$
|
1,579
|
|
|
$
|
1,244
|
|
|
$
|
335
|
|
|
$
|
3,188
|
|
|
$
|
2,861
|
|
|
$
|
327
|
|
|
Sales volume change
|
|
|
|
|
4.4
|
%
|
|
|
|
|
|
3.0
|
%
|
|
Average sales price change
|
|
|
|
|
1.3
|
%
|
|
|
|
|
|
1.4
|
%
|
|
Segment operating income (loss)
|
$
|
41
|
|
|
$
|
(181)
|
|
|
$
|
222
|
|
|
$
|
91
|
|
|
$
|
(108)
|
|
|
$
|
199
|
|
|
Segment operating margin
|
2.6
|
%
|
|
(14.5)
|
%
|
|
|
|
2.9
|
%
|
|
(3.8)
|
%
|
|
|
Second quarter and six months - Fiscal 2026 vs Fiscal 2025
•Sales Volume - Sales volume increased in the second quarter and first six months of fiscal 2026 due to higher head harvested and higher average carcass weights.
•Average Sales Price - Average sales price increased in the second quarter and first six months of fiscal 2026 due to higher input costs and strong demand. The change in average sales price for the six months ended excludes a $60 million reduction of Sales from the recognition of a legal contingency accrual recorded in the first quarter of fiscal 2026. The change in average sales price for the second quarter and six 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.
•Segment Operating Income (Loss) - Segment operating income increased in the second quarter and first six months of fiscal 2026 primarily due to lapping the impact of a legal contingency accrual recorded in the second quarter of fiscal 2025, partially offset by increased operating costs.
Chicken Segment Results
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in millions
|
Three Months Ended
|
|
Six Months Ended
|
|
|
March 28, 2026
|
|
March 29, 2025
|
|
Change
|
|
March 28, 2026
|
|
March 29, 2025
|
|
Change
|
|
Sales
|
$
|
4,286
|
|
|
$
|
4,141
|
|
|
$
|
145
|
|
|
$
|
8,498
|
|
|
$
|
8,206
|
|
|
$
|
292
|
|
|
Sales volume change
|
|
|
|
|
1.7
|
%
|
|
|
|
|
|
2.7
|
%
|
|
Average sales price change
|
|
|
|
|
1.8
|
%
|
|
|
|
|
|
0.9
|
%
|
|
Segment operating income
|
$
|
505
|
|
|
$
|
367
|
|
|
$
|
138
|
|
|
$
|
955
|
|
|
$
|
827
|
|
|
$
|
128
|
|
|
Segment operating margin
|
11.8
|
%
|
|
8.9
|
%
|
|
|
|
11.2
|
%
|
|
10.1
|
%
|
|
|
Second quarter and six months - Fiscal 2026 vs Fiscal 2025
•Sales Volume - Sales volume increased in the second quarter and first six months of fiscal 2026 primarily due to increased domestic production.
•Average Sales Price - Average sales price increased in the second quarter and first six months of fiscal 2026 primarily due to mix.
•Segment Operating Income - Segment operating income in the second quarter and first six months of fiscal 2026 increased primarily due to increased sales volume, improved live performance, including breeding stock performance, the lapping of plant closure costs and higher restructuring and related costs in fiscal 2025, partially offset by a legal contingency accrual recorded in the second quarter of fiscal 2026. Additionally, segment operating income in the first six months increased due to lower feed ingredient costs. In the second quarter of fiscal 2026, Chicken had net derivative gains of $30 million compared to net derivative losses of $26 million in the second quarter 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
|
|
Six Months Ended
|
|
|
March 28, 2026
|
|
March 29, 2025
|
|
Change
|
|
March 28, 2026
|
|
March 29, 2025
|
|
Change
|
|
Sales
|
$
|
2,511
|
|
|
$
|
2,396
|
|
|
$
|
115
|
|
|
$
|
5,184
|
|
|
$
|
4,869
|
|
|
$
|
315
|
|
|
Sales volume change
|
|
|
|
|
0.4
|
%
|
|
|
|
|
|
0.3
|
%
|
|
Average sales price change
|
|
|
|
|
4.4
|
%
|
|
|
|
|
|
6.2
|
%
|
|
Segment operating income
|
$
|
348
|
|
|
$
|
329
|
|
|
$
|
19
|
|
|
$
|
670
|
|
|
$
|
626
|
|
|
$
|
44
|
|
|
Segment operating margin
|
13.9
|
%
|
|
13.7
|
%
|
|
|
|
12.9
|
%
|
|
12.9
|
%
|
|
|
Second quarter and six months - Fiscal 2026 vs Fiscal 2025
•Sales Volume - Sales volume increased in the second quarter and first six months of fiscal 2026 driven by growth in retail.
•Average Sales Price - Average sales price increased in the second quarter and first six months of fiscal 2026 due to the pass through of increased raw material costs and sales channel mix.
•Segment Operating Income - Segment operating income increased in the second quarter and first six months of fiscal 2026 primarily due to higher average sales price and improved operational execution, partially offset by increased raw material costs and increased marketing, advertising and promotional spend.
International Segment Results
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in millions
|
Three Months Ended
|
|
Six Months Ended
|
|
|
March 28, 2026
|
|
March 29, 2025
|
|
Change
|
|
March 28, 2026
|
|
March 29, 2025
|
|
Change
|
|
Sales
|
$
|
577
|
|
|
$
|
566
|
|
|
$
|
11
|
|
|
$
|
1,159
|
|
|
$
|
1,150
|
|
|
$
|
9
|
|
|
Sales Volume Change
|
|
|
|
|
(1.0)
|
%
|
|
|
|
|
|
(0.9)
|
%
|
|
Average Sales Price Change
|
|
|
|
|
2.9
|
%
|
|
|
|
|
|
1.7
|
%
|
|
Segment operating income
|
$
|
38
|
|
|
$
|
48
|
|
|
$
|
(10)
|
|
|
$
|
79
|
|
|
$
|
89
|
|
|
$
|
(10)
|
|
|
Segment operating margin
|
6.6
|
%
|
|
8.5
|
%
|
|
|
|
6.8
|
%
|
|
7.7
|
%
|
|
|
Second quarter and six months - Fiscal 2026 vs Fiscal 2025
•Sales - Sales increased in the second quarter and first six months of fiscal 2026 as the decrease in sales volume was more than offset by the increase in average sales price.
•Segment Operating Income - Segment operating income decreased in the second quarter and first six months of fiscal 2026 as increased input costs more than offset improved performance and lapping the impact of restructuring and related costs in fiscal 2025. Additionally, segment operating income in the first six months of fiscal 2026 was impacted by the recognition of a legal contingency accrual.
Corporate Expenses and Amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in millions
|
Three Months Ended
|
|
Six Months Ended
|
|
|
March 28, 2026
|
|
March 29, 2025
|
|
Change
|
|
March 28, 2026
|
|
March 29, 2025
|
|
Change
|
|
Corporate Expenses
|
$
|
(203)
|
|
|
$
|
(176)
|
|
|
$
|
(27)
|
|
|
$
|
(391)
|
|
|
$
|
(377)
|
|
|
$
|
(14)
|
|
|
Amortization
|
(54)
|
|
|
(65)
|
|
|
11
|
|
(108)
|
|
|
(129)
|
|
|
21
|
Second quarter and six months - Fiscal 2026 vs Fiscal 2025
•Corporate Expenses - Corporate expenses increased in the second quarter of fiscal 2026 primarily due to a $15 million legal settlement gain recognized in fiscal 2025, with no corresponding income in fiscal 2026, and $8 million of losses related to deferred compensation. Corporate expenses increased in the first six months of fiscal 2026 primarily due to a $15 million legal settlement gain recognized in the second quarter of fiscal 2025, with no corresponding income in fiscal 2026, increased losses related to deferred compensation and higher technology expenses, which were partially offset by lower professional fees, $7 million gain on the sale of a corporate asset and lower team member costs.
•Amortization - Amortization decreased in the second quarter and first six months of fiscal 2026 primarily due to the lapping of $6 and $12 million of accelerated amortization related to brand and product line discontinuation charges in the first quarter and first six 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
|
Six Months Ended
|
|
|
March 28, 2026
|
|
March 29, 2025
|
|
Net income
|
$
|
354
|
|
|
$
|
380
|
|
|
Non-cash items in net income
|
931
|
|
|
805
|
|
|
Net changes in operating assets and liabilities:
|
|
|
|
|
(Increase) decrease in accounts receivable
|
121
|
|
|
28
|
|
|
(Increase) decrease in inventories
|
142
|
|
|
(229)
|
|
|
Increase (decrease) in accounts payable
|
(52)
|
|
|
(3)
|
|
|
Increase (decrease) in income taxes payable/receivable
|
(177)
|
|
|
(41)
|
|
|
Net changes in other operating assets and liabilities
|
(490)
|
|
|
(94)
|
|
|
Net cash provided by operating activities
|
$
|
829
|
|
|
$
|
846
|
|
•Non-cash items in net income primarily included depreciation and amortization of $726 million and $700 million for the six months ended March 28, 2026 and March 29, 2025, respectively, and impairment of equity investments of $75 million for the six months ended March 28, 2026.
•Cash provided by operating activities for the first six months of fiscal 2026 was $829 million, a decrease of $17 million compared to the first six months of fiscal 2025, as the $100 million of higher earnings, net of non-cash items, was more than offset by a $117 million decrease in cash provided by the net changes in operating assets and liabilities which was primarily impacted by:
•A decrease of $396 million due to a decrease in the net changes in other operating assets and liabilities of $490 million in the first six months of fiscal 2026, compared to a decrease of $94 million in the first six months of fiscal 2025, primarily due to an increase in payments of accrued legal contingencies.
•A decrease of $136 million due to a decrease in income taxes payable/receivable of $177 million in the first six months of fiscal 2026, compared to a decrease of $41 million in the first six months of fiscal 2025, primarily due to settlements of state and local audits in fiscal 2026.
•Partially offset by:
•An increase of $371 million due to a decrease in inventory of $142 million in the first six months of fiscal 2026, compared to an increase of $229 million in the first six months of fiscal 2025, primarily due to lower volume of finished goods and livestock and decreased average cost of inventory.
Cash Flows from Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in millions
|
Six Months Ended
|
|
|
March 28, 2026
|
|
March 29, 2025
|
|
Additions to property, plant and equipment
|
$
|
(397)
|
|
|
$
|
(464)
|
|
|
Proceeds from sale of (purchases of) marketable securities, net
|
(1)
|
|
|
(3)
|
|
|
Proceeds from sale of storage facilities
|
44
|
|
|
-
|
|
|
Acquisition of equity investments
|
-
|
|
|
(2)
|
|
|
Other, net
|
55
|
|
|
55
|
|
|
Net cash used for investing activities
|
$
|
(299)
|
|
|
$
|
(414)
|
|
•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 $1.0 billion in fiscal 2026. Capital expenditures include investments in profit improvement projects as well as projects for maintenance and repair.
•Proceeds from sale of storage facilities for the six months ended March 28, 2026 related to the sale of a Tyson-owned and operated cold storage facility.
Cash Flows from Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in millions
|
Six Months Ended
|
|
|
March 28, 2026
|
|
March 29, 2025
|
|
Proceeds from issuance of debt
|
$
|
534
|
|
|
$
|
31
|
|
|
Payments on debt
|
(1,346)
|
|
|
(816)
|
|
|
Proceeds from issuance of commercial paper
|
945
|
|
|
-
|
|
|
Repayments of commercial paper
|
(915)
|
|
|
-
|
|
|
Purchases of Tyson Class A common stock
|
(92)
|
|
|
(16)
|
|
|
Dividends
|
(353)
|
|
|
(349)
|
|
|
Stock options exercised
|
15
|
|
|
19
|
|
|
Other, net
|
(55)
|
|
|
(1)
|
|
|
Net cash used for financing activities
|
$
|
(1,267)
|
|
|
$
|
(1,132)
|
|
•During the first six 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 six months ended March 28, 2026, payments on debt using cash on hand and proceeds received from issuance of debt included a $440 million payment on the remaining balance of our term loan due May 2028 and $800 million repayment of the outstanding March 2026 Notes. Payments on debt during the six months ended March 29, 2025 included a $750 million payment on our term loan due May 2026.
•Dividends paid during the six months ended March 28, 2026 reflected a 2% increase to our fiscal 2025 quarterly dividend rate.
Liquidity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in millions
|
|
|
|
|
|
|
|
|
|
|
|
Commitments
Expiration Date
|
|
Facility
Amount
|
|
Outstanding
Letters of Credit
(no draw downs)
|
|
Amount
Borrowed
|
|
Amount
Available at
March 28, 2026
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
$
|
500
|
|
|
Short-term investments
|
|
|
|
|
|
|
|
|
-
|
|
|
Revolving credit facility
|
April 2030
|
|
$
|
2,500
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
2,500
|
|
|
Revolving term loan credit facility
|
December 2028
|
|
750
|
|
|
-
|
|
|
-
|
|
|
750
|
|
|
Commercial paper
|
|
|
|
|
|
|
|
|
(30)
|
|
|
Total liquidity
|
|
|
|
|
|
|
|
|
$
|
3,720
|
|
•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 March 28, 2026, we had current debt of $141 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 six months ended March 28, 2026.
•In the first quarter of fiscal 2026, we entered into a $750 million revolving term loan credit facility. The facility will mature and 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 are 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 contained 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 six months ended March 28, 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 1.8 to 1 at March 28, 2026 and 1.6 to 1 at September 27, 2025. The increase in fiscal 2026 is primarily due to decreased debt and other current liabilities, partially offset by decreased cash and cash equivalents.
•At March 28, 2026, $467 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 outside of the United States the remainder of cash held by foreign subsidiaries. We do not expect the regulatory restrictions or taxes on repatriation to have a material effect on our overall liquidity, financial condition or the results of operations for the foreseeable future.
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 committed capacity of $750 million, to provide additional liquidity.
At March 28, 2026, amounts available for borrowing under our revolving credit and term loan facilities totaled $3.2 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 March 28, 2026, we had $30 million of commercial paper outstanding under this program. Our ability to access commercial paper in the future may be limited or its costs increased.
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 Standard & Poor's Rating Services', a Standard & Poor's Financial Services LLC business ("S&P") and Moody's Investor Service, Inc.'s ("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
|
%
|
|
Baal/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 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
|
|
Baal/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
|
%
|
|
Bal/BB+ or lower
|
0.200
|
%
|
1.975
|
%
|
2.075
|
%
|
2.225
|
%
|
In the event the rating levels fall within different levels, the applicable rate will be based upon the higher of the two Levels or, if there is more than a one-notch split between the two Levels, then the Applicable Rate will be based upon the Level that is one Level 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 March 28, 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 six months ended March 28, 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.
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 not be recoverable. Our qualitative assessment for the first and second quarters of fiscal 2026 did not indicate that it was more likely than not 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 test was deemed necessary. We consider reporting units and indefinite lived 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 March 28, 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 all our 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, 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.
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 within 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.