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 October 2, 2021. 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.


                                       22
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RESULTS OF OPERATIONS



Description of the Company
We are one of the world's largest food companies and a recognized leader in
protein. Founded in 1935 by John W. Tyson and grown under four generations of
family leadership, the Company has a broad portfolio of products and brands like
Tyson®, Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, Aidells®, ibp® and
State Fair®. Some of the key factors influencing our business are customer
demand for our products; the ability to maintain and grow relationships with
customers and introduce new and innovative products to the marketplace;
accessibility of international markets; market prices for our products; the cost
and availability of live cattle and hogs, raw materials and feed ingredients;
availability of team members to operate our production facilities; and operating
efficiencies of our facilities.

We operate in four reportable segments: Beef, Pork, Chicken, and Prepared Foods.
We measure segment profit as operating income (loss). International/Other
primarily includes our foreign operations in Australia, China, Malaysia, Mexico,
the Netherlands, South Korea and Thailand, third-party merger and integration
costs and corporate overhead related to Tyson New Ventures, LLC.

Overview

COVID-19


We continue to proactively monitor and respond to the evolving nature of
the global novel coronavirus pandemic ("COVID-19" or "pandemic") and
its impact to our global business. Our ongoing COVID-19 task force was formed
for the primary purposes of maintaining the health and safety of our team
members, ensuring our ability to operate our processing facilities and
maintaining the liquidity of our business. We have experienced and continue
to experience multiple challenges related to the pandemic. The most significant
challenge we face is the availability of team members to operate our production
facilities as our production facilities continue to experience varying levels of
absenteeism. In the second quarter of fiscal 2022, we experienced an increase in
COVID-19 cases associated with the Omicron variant. The health and safety of our
team members remains our top priority, and we continue to provide a variety of
health and safety resources and services to team members and their family
members. Additionally, we have experienced some challenges in our supply chain
such as volatility of inputs, availability of shipping containers and port
congestion. These challenges impacted our operating costs, but generally, we
experienced lower direct incremental costs associated with COVID-19 in the first
six months of fiscal 2022 as compared to the same period in fiscal 2021, and we
expect this trend to continue throughout the remainder of fiscal 2022. For
fiscal 2022, we expect retail demand to remain elevated as compared to the
pre-pandemic levels and foodservice demand to continue to return to more
historic levels. However, the long-term impacts of COVID-19 remains uncertain
and will depend on future developments, including the duration and spread of the
pandemic, COVID-19 variants and resurgences, and related actions taken by
federal, state and local government officials to prevent and manage disease
spread, and effectively distribute and administer vaccinations, all of which
contain some level of uncertainty and cannot be easily predicted.

Strategy


Our strategy is to sustainably feed the world with the fastest growing protein
brands. We intend to achieve our strategy as we: grow our business by delivering
superior value to consumers and customers; deliver fuel for growth and returns
through commercial, operational and financial excellence; and sustain our
Company and our world for future generations.

Beginning in fiscal 2022, we launched a new productivity program, which is
designed to drive a better, faster and more agile organization that is supported
by a culture of continuous improvement and faster decision making. The execution
of this program will be supported by a program management office that will
ensure delivery of key project milestones and report on savings achievements
connected with the three pillars of the program. The first pillar is operational
and functional excellence, which includes functional efficiency efforts in
Finance, HR and Procurement focused on applying best practices to reduce costs.
The second pillar is the use of new digital solutions like artificial
intelligence and predictive analytics to drive efficiency in operations, supply
chain planning, logistics and warehousing. The third pillar is automation, which
will leverage automation and robotics technologies to automate difficult and
higher turnover positions. We are targeting $1 billion in productivity savings
by the end of fiscal 2024 and more than $400 million in fiscal 2022, relative to
a fiscal 2021 cost baseline. We are currently on track to achieve our planned
productivity savings for fiscal 2022. At this time, we do not anticipate costs
associated with this program to be material.

General


Sales grew 16% and 20% in the second quarter and first six months of fiscal
2022, respectively, largely due to increased average sales prices across each of
our segments and a $320 million legal contingency accrual recognized as a
reduction to sales in the first quarter of fiscal 2021. The higher average sales
prices were primarily due to the current inflationary environment and recovery
of rapidly rising costs, such as labor, freight and transportation, livestock,
feed ingredients and other input costs. Operating income of $1,156 million for
the second quarter of fiscal 2022 was up 61% due to improved operating income in
our Beef, Chicken, and Prepared Foods segments, partially offset by a decline in
the results of our Pork segment. Operating income of $2,611 million for the
first six months of fiscal 2022 was up 83% due to improved operating income in
our Beef, Pork, and Chicken segments, partially offset by a decline in the
results of our Prepared Foods segment. In the second quarter of fiscal 2022, our
operating income was impacted by $5 million of ongoing costs related to a fire
in the fourth quarter of fiscal 2021 at one of our Chicken segment production
facilities, net of insurance proceeds. In the six months ended April 2, 2022,
our operating income was impacted by $18 million of insurance proceeds, net of
costs, related to the same fire. In the six months ended April 3, 2021, our
results were impacted by $19 million of charges related to the relocation of a
production facility in China.
                                       23
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Market Environment
According to the United States Department of Agriculture ("USDA"), domestic
protein production (beef, pork, chicken and turkey) decreased less than 1% in
the second quarter of fiscal 2022 compared to the same period in fiscal 2021.
All segments experienced strong demand, challenging labor conditions and
inflation in operating costs, especially in labor, freight and transportation
and certain materials, and we expect these trends to continue through the
remainder of fiscal 2022. Additionally, grain and feed ingredient costs have
increased substantially, which impacts all of our segments. We pursue recovery
of these increased costs through pricing. The Beef segment experienced strong
global demand, sufficient supply of market-ready cattle and increased live
cattle costs. The Pork segment experienced adequate supply of live hogs. The
Chicken segment experienced strong demand and increased feed ingredient costs.
Feed ingredient costs are expected to be higher for fiscal 2022 versus fiscal
2021. The Prepared Foods segment experienced increased costs largely due to the
impacts of an inflationary environment. Additionally, the conflict between
Ukraine and Russia has led to economic sanctions against Russia and certain
regions of Ukraine and Belarus. As of April 2, 2022, the impact of this conflict
has not had a material direct impact on our financial performance. However, the
conflict is still ongoing and there are many risks and uncertainties in relation
to the conflict that are outside of our control. If the conflict escalates
further or if additional countries join the conflict and additional economic
sanctions are imposed, it could have a material impact on our business
operations and financial performance.

Margins

Our total operating margin was 8.8% in the second quarter of fiscal 2022. Operating margins by segment were as follows:



•Beef - 12.7%

•Pork - 3.8%

•Chicken - 4.8%

•Prepared Foods - 11.0%

in millions, except per share data                 Three Months Ended                             Six Months Ended
                                          April 2, 2022         April 3, 2021          April 2, 2022           April 3, 2021

Net income attributable to Tyson $ 829 $ 476 $ 1,950

             $          943
Net income attributable to Tyson - per          2.28                    1.30
diluted share                                                                               5.35                       2.58

Second quarter - Fiscal 2022 - Net income attributable to Tyson included the following items:

•$5 million pretax, or ($0.01) per diluted share, of production facilities fire costs, net of insurance proceeds.

Six months - Fiscal 2022 - Net income attributable to Tyson included the following items:

•$40 million pretax, or $0.09 per diluted share, of production facilities fire insurance proceeds net of costs incurred.

•$36 million post tax, or $0.10 per diluted share, from remeasurement of net deferred tax liabilities at lower enacted state tax rates.

Second quarter - Fiscal 2021 - Net income attributable to Tyson included the following items:

•$19 million pretax, or ($0.04) per diluted share, related to the relocation of a production facility in China.

Six months - Fiscal 2021 - Net income attributable to Tyson included the following items:

•$320 million pretax, or ($0.67) per diluted share, related to the recognition of a legal contingency accrual.

•$6 million pretax, or $0.01 per diluted share, of Beef production facility fire insurance proceeds, net of costs incurred.

•$19 million pretax, or ($0.04) per diluted share, related to the relocation of a production facility in China.



Summary of Results

Sales

in millions                                        Three Months Ended                              Six Months Ended
                                         April 2, 2022           April 3, 2021          April 2, 2022           April 3, 2021
Sales                                   $      13,117          $       11,300          $      26,050          $       21,760
Change in sales volume                           (1.5) %                                        (0.7) %
Change in average sales price                    17.6  %                                        18.7  %
Sales growth                                     16.1  %                                        19.7  %

Second quarter - Fiscal 2022 vs Fiscal 2021



•Sales Volume - Sales were negatively impacted by a decrease in sales volume,
which accounted for a decrease of $166 million, driven by decreased volumes in
our Pork and Prepared Foods segments and impacts associated with the challenging
labor environment and continued supply chain constraints, partially offset by
slight increases in sales volume in our Beef and Chicken segments.
                                       24
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•Average Sales Price - Sales were positively impacted by higher average sales
prices, which accounted for an increase of $1,983 million. The increase in
average sales price was primarily due to the current inflationary environment
and recovery of rapidly rising costs.

Six months - Fiscal 2022 vs Fiscal 2021



•Sales Volume - Sales were negatively impacted by a decrease in sales volume,
which accounted for a decrease of $130 million, driven by decreased volumes in
our Beef, Pork and Prepared Foods segments and impacts associated with the
challenging labor environment and continued supply chain constraints, partially
offset by increases in sales volume in our Chicken segment.

•Average Sales Price - Sales were positively impacted by higher average sales
prices, which accounted for an increase of $4,100 million. The increase in
average sales price was primarily due to the current inflationary environment
and recovery of rapidly rising costs.

•The above change in average sales price for the first six months of fiscal 2022 excludes a $320 million reduction of Sales from the recognition of a legal contingency accrual in the first six months of fiscal 2021.



Cost of Sales

in millions                                        Three Months Ended                             Six Months Ended
                                          April 2, 2022          April 3,

2021 April 2, 2022 April 3, 2021 Cost of sales

$      11,382          $      

10,047 $ 22,300 $ 19,330 Gross profit

$       1,735          $       

1,253 $ 3,750 $ 2,430 Cost of sales as a percentage of sales

            86.8  %                88.9  %                85.6  %                88.8  %


Second quarter - Fiscal 2022 vs Fiscal 2021



•Cost of sales increased $1,335 million. Lower sales volume decreased cost of
sales $145 million while higher input cost per pound increased cost of sales
$1,480 million.

•The $1,480 million impact of higher input cost per pound was impacted by:

•Increase in live cattle costs of approximately $545 million in our Beef segment.

•Increase of approximately $160 million in our Chicken segment related to net increases in feed ingredient costs, growout expenses and outside meat purchases.

•Increase in raw material and other input costs of approximately $210 million in our Prepared Foods segment.

•Increase in live hog costs of approximately $115 million in our Pork segment.

•Increase in freight and transportation costs of approximately $145 million.

•Increase of approximately $25 million in frontline bonuses.

•Increase of approximately $5 million in our Chicken segment related to costs incurred related to the fire at our production facility, net of insurance proceeds.



•Decrease due to net derivative gains of $86 million in the second quarter of
fiscal 2022, compared to net derivative loss of $15 million in the second
quarter of fiscal 2021 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.

•Remaining increase in costs across all of our segments primarily driven by net
impacts on average cost per pound from mix changes as well as the impact of the
inflationary environment on our labor and other input costs.

•The $145 million impact of lower sales volume was primarily driven by decreased volumes in our Prepared Foods and Pork segments.

Six months - Fiscal 2022 vs Fiscal 2021



•Cost of sales increased $2,970 million. Lower sales volume decreased cost of
sales $114 million while higher input cost per pound increased cost of sales
$3,084 million.

•The $3,084 million impact of higher input cost per pound was impacted by:

?Increase in live cattle costs of approximately $990 million in our Beef segment.

•Increase of approximately $400 million in our Chicken segment related to net increases in feed ingredient costs, growout expenses and outside meat purchases.

•Increase in raw material and other input costs of approximately $425 million in our Prepared Foods segment.

•Increase in live hog costs of approximately $220 million in our Pork segment.

•Increase in freight and transportation costs of approximately $300 million.


                                       25
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•Increase of approximately $75 million in frontline bonuses.



•Decrease due to net derivative gains of $164 million in the first six months of
fiscal 2022, compared to net derivative gains of $80 million in the first six
months of fiscal 2021 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 approximately $18 million in our Chicken segment related to insurance proceeds net of costs incurred related to the fire at our production facility.



•Remaining increase in costs across all of our segments primarily driven by net
impacts on average cost per pound from mix changes as well as the impact of the
inflationary environment on our labor and other input costs.

•The $114 million impact of lower sales volume was primarily driven by decreased volumes in our Beef, Prepared Foods and Pork segments.

Selling, General and Administrative



in millions                                             Three Months Ended                             Six Months Ended
                                             April 2, 2022              

April 3, 2021 April 2, 2022 April 3, 2021 Selling, general and administrative expense $ 579

$        533          $      1,139          $      1,005
As a percentage of sales                            4.4   %                     4.7  %                4.4  %                4.6  %

Second quarter - Fiscal 2022 vs Fiscal 2021

•Increase of $46 million in selling, general and administrative was primarily driven by:

•Increase of $20 million in employee costs.

•Increase of $19 million in marketing, advertising and promotion expenses.

•Decrease of $12 million in commission and brokerage fees

•Remaining increase is primarily attributable to increased travel and entertainment costs, professional fees and increased donations.

Six months - Fiscal 2022 vs Fiscal 2021

•Increase of $134 million in selling, general and administrative was primarily driven by:



•Increase of $55 million from the change in the impact of a cattle supplier's
misappropriation of Company funds, as the result of a $55 million gain related
to the recovery of cattle inventory in the six months ended April 3, 2021, as
compared to no gain or loss recognized in the six months ended April 2, 2022.

•Increase of $35 million in employee costs.

•Increase of $22 million in technology related costs.

•Increase of $19 million in marketing, advertising and promotion expenses.

•Increase of $12 million professional fees.

•Decrease of $20 million in commission and brokerage fees.

•Remaining increase is primarily attributable to increased travel and entertainment costs and increased donations.



Interest Expense

in millions                                          Three Months Ended                              Six Months Ended
                                            April 2, 2022         April 3, 2021           April 2, 2022            April 3, 2021
Cash interest expense                       $      104          $          113          $      209               $          227

Non-cash interest expense                           (7)                     (3)                (12)                          (7)
Total interest expense                      $       97          $          110          $      197               $          220

Second quarter and six months - Fiscal 2022 vs Fiscal 2021



•Cash interest expense primarily included interest expense related to our senior
notes, in addition to commitment fees incurred on our revolving credit facility.
The decrease in cash interest expense in fiscal 2022 was primarily due to the
redemption of senior notes in fiscal 2022 and repayments of term loans and the
redemption of the August 2021 Notes in fiscal 2021.
                                       26
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Other (Income) Expense, net



in millions                                      Three Months Ended                              Six Months Ended
                                        April 2, 2022         April 3, 2021           April 2, 2022            April 3, 2021

Total other (income) expense, net $ (25) $ (12)

$      (77)              $          (31)


Second quarter and six months - Fiscal 2022 vs Fiscal 2021



•Included $22 million of production facilities fires insurance proceeds and $37
million of gains on equity investments due to observable price changes in the
first six months of fiscal 2022.

Effective Tax Rate



             Three Months Ended                        Six Months Ended
      April 2, 2022        April 3, 2021       April 2, 2022       April 3, 2021
               23.4  %            23.5  %              21.6  %            23.5  %

Second quarter and six months - Fiscal 2022 vs Fiscal 2021



•Our effective income tax rate was 23.4% for the second quarter of fiscal 2022
compared to 23.5% for the same period of fiscal 2021, and the effective income
tax rates for the first six months of fiscal 2022 and 2021 were 21.6% and 23.5%,
respectively. The effective tax rates for the second quarter and first six
months of fiscal 2022 and 2021 were increased by state taxes and decreased by
various tax benefits. Additionally, the effective tax rate for the first six
months of fiscal 2022 includes a $36 million benefit from the remeasurement of
deferred income taxes, primarily due to legislation decreasing state tax rates
enacted in the first quarter.

Segment Results
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.

in millions                                               Sales
                                Three Months Ended                       Six Months Ended
                        April 2, 2022       April 3, 2021       April 2, 2022       April 3, 2021
Beef                   $        5,034      $        4,046      $       10,036      $        8,033
Pork                            1,565               1,477               3,191               2,916
Chicken                         4,086               3,553               7,976               6,384
Prepared Foods                  2,393               2,164               4,726               4,277
International/Other               565                 487               1,115                 956
Intersegment sales               (526)               (427)               (994)               (806)
Total                  $       13,117      $       11,300      $       26,050      $       21,760


in millions                                                                

Operating Income (Loss)


                                                            Three Months Ended                                Six Months Ended
                                                   April 2, 2022            April 3, 2021           April 2, 2022           April 3, 2021
Beef                                            $       638               $          445          $        1,594          $          973
Pork                                                     59                           67                     223                     183
Chicken                                                 198                            6                     338                    (210)
Prepared Foods                                          263                          217                     449                     483
International/Other                                      (2)                         (15)                      7                      (4)
Total                                           $     1,156               $          720          $        2,611          $        1,425


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Beef Segment Results

in millions                                Three Months Ended                                           Six Months Ended
                           April 2, 2022         April 3, 2021         Change         April 2, 2022          April 3, 2021          Change
Sales                     $      5,034          $      4,046          $ 988          $      10,036          $      8,033          $ 2,003
Sales volume change                                                     0.6  %                                                       (2.9) %
Average sales price
change                                                                 23.8  %                                                       27.8  %
Operating income          $        638          $        445          $ 193

$ 1,594 $ 973 $ 621 Operating margin

                  12.7  %               11.0  %                               15.9  %               12.1  %


Second quarter and six months - Fiscal 2022 vs Fiscal 2021



•Sales Volume - Sales volume was up slightly in the second quarter of fiscal
2022 driven by strong global demand, partially offset by a challenging labor
environment and continued supply chain constraints. Sales volume decreased for
the first six months due to the impacts associated with a challenging labor
environment and increased supply chain constraints, partially offset by strong
global demand.

•Average Sales Price - Average sales price increased in the second quarter and
the first six months of fiscal 2022 as input costs such as live cattle, labor,
freight and transportation costs increased and demand for our beef products
remained strong.

•Operating Income - Operating income increased in the second quarter and first
six months of fiscal 2022 due to strong demand as we continued to optimize
revenues relative to live cattle supply and a reduction in direct incremental
expenses related to COVID-19, partially offset by production inefficiencies due
to the impacts associated with a challenging labor environment and continued
supply chain constraints. Additionally, operating income in fiscal 2021 was
impacted by a $55 million gain from the recovery of cattle inventory related to
a cattle supplier's misappropriation of Company funds.

Pork Segment Results

in millions                                Three Months Ended                                           Six Months Ended
                           April 2, 2022         April 3, 2021         Change          April 2, 2022         April 3, 2021         Change
Sales                     $      1,565          $      1,477          $   88          $      3,191          $      2,916          $ 275
Sales volume change                                                     (4.8) %                                                    (2.3) %
Average sales price
change                                                                  10.8  %                                                    11.7  %
Operating income          $         59          $         67          $   (8)         $        223          $        183          $  40
Operating margin                   3.8  %                4.5  %                                7.0  %                6.3  %

Second quarter and six months - Fiscal 2022 vs Fiscal 2021



•Sales Volume - Sales volume decreased in the second quarter and first six
months of fiscal 2022 primarily due to the impacts associated with a challenging
labor environment.

•Average Sales Price - Average sales price increased in the second quarter and
first six months of fiscal 2022 as input costs such as live hogs, labor, freight
and transportation costs increased, partially offset by unfavorable mix
associated with labor shortages.

•Operating Income - Operating income decreased slightly in the second quarter of
fiscal 2022 due to higher input costs such as live hogs, labor and freight and
transportation costs. Operating income for the first six months of fiscal 2022
increased as we optimized revenues relative to live hog supply and due to a
reduction in direct incremental expenses related to COVID-19, partially offset
by higher inputs costs and the impacts associated with a challenging labor
environment.

Chicken Segment Results

in millions                                Three Months Ended                                           Six Months Ended
                           April 2, 2022         April 3, 2021         Change         April 2, 2022         April 3, 2021          Change
Sales                     $      4,086          $      3,553          $ 533          $      7,976          $      6,384          $ 1,592
Sales volume change                                                     0.6  %                                                       2.1  %
Average sales price
change                                                                 14.4  %                                                      16.9  %
Operating income (loss)   $        198          $          6          $ 192          $        338          $       (210)         $   548
Operating margin                   4.8  %                0.2  %                               4.2  %               (3.3) %

Second quarter and six months - Fiscal 2022 vs Fiscal 2021



•Sales Volume - Sales volume increased in the second quarter and first six
months of fiscal 2022 primarily due to a strong demand environment partially
offset by continued supply chain constraints.
                                       28
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•Average Sales Price - Average sales price increased in the second quarter and
first six months of fiscal 2022 due to the effects of pricing initiatives in an
inflationary cost environment.

•Operating Income (Loss) - Operating income increased in the second quarter and
first six months of fiscal 2022 due to increased sales volume and higher average
sales prices, partially offset by the impacts of inflationary market conditions
including increased supply chain costs and a challenging labor environment. In
the second quarter of fiscal 2022, we experienced $100 million of higher feed
ingredient costs and $101 million of net derivative gains as compared to $10
million of net derivative gains in the second quarter of fiscal 2021. In the
first six months of fiscal 2022, we experienced $285 million of higher feed
ingredient costs and $159 million of net derivative gains as compared to $83
million of net derivative gains in the first six months of fiscal 2021.
Additionally, operating income in the first six months of fiscal 2022 was
impacted by $18 million of insurance proceeds, net of costs incurred related to
a fire at a production facility and was impacted in the first quarter of fiscal
2021 by a $320 million loss from the recognition of a legal contingency accrual.

Prepared Foods Segment Results



in millions                                Three Months Ended                                          Six Months Ended
                           April 2, 2022         April 3, 2021         Change         April 2, 2022         April 3, 2021         Change
Sales                     $      2,393          $      2,164          $ 229          $      4,726          $      4,277          $ 449
Sales volume change                                                    (5.3) %                                                    (4.0) %
Average sales price
change                                                                 15.9  %                                                    14.5  %
Operating income          $        263          $        217          $  46          $        449          $        483          $ (34)
Operating margin                  11.0  %               10.0  %                               9.5  %               11.3  %

Second quarter and six months - Fiscal 2022 vs Fiscal 2021



•Sales Volume - Sales volume decreased in the second quarter and first six
months of fiscal 2022 due to lower production throughput primarily associated
with a challenging labor and supply environment, uneven foodservice recovery and
the divestiture of our pet treats business in the fourth quarter of fiscal 2021.

•Average Sales Price - Average sales price increased in the second quarter and first six months of fiscal 2022 primarily due to the effects of revenue management in an inflationary cost environment and favorable product mix.



•Operating Income - Operating income increased in the second quarter of fiscal
2022 due to higher average sales prices, partially offset by the impacts of
inflationary market conditions, including $210 million of increased raw
materials and other input costs, increased supply chain costs and a challenging
labor environment. Operating income decreased in the first six months of fiscal
2022 due to the impacts of inflationary market conditions, including $425
million of increased raw materials and other input costs, increased supply chain
costs and a challenging labor environment, partially offset by higher average
sales prices.

International/Other Results

in millions                                             Three Months Ended                                               Six Months Ended
                                      April 2, 2022           April 3, 2021           Change           April 2, 2022           April 3, 2021          Change
Sales                               $       565             $          487          $    78          $        1,115          $          956          $  159

Operating income (loss)                      (2)                       (15)              13          $            7          $           (4)         $   11

Second quarter and six months - Fiscal 2022 vs Fiscal 2021



•Sales - Sales increased in the second quarter and first six months of fiscal
2022 primarily due to increased pricing from favorable product mix and increased
volume.

•Operating Income (Loss) - Operating income increased in the second quarter and
first six months of fiscal 2022 primarily due to a $19 million charge incurred
in the second quarter of fiscal 2021 related to the relocation of a production
facility in China, partially offset by increased advertising and promotional
investments as well as increased raw material and other input costs.

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.
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