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. 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 nine 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 8% and 16% in the third quarter and first nine months of fiscal 2022,
respectively, largely due to increased sales growth across each of our segments
in the first nine months of fiscal 2022 primarily due to higher average sales
price partially offset by reduced sales volumes, combined with $225 million and
$545 million in legal contingency accruals recognized as a reduction to sales in
the third quarter and first nine months of fiscal 2021, respectively. 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 $1,033
million for the third quarter of fiscal 2022 was down 3% due to declining
operating income in our Beef and Pork segments, partially offset by an increase
in the results of our Chicken and Prepared Foods segments. Operating income of
$3,644 million for the first nine months of fiscal 2022 was up 47% due to
improved operating income in our Beef, Chicken, and Prepared Foods segments. In
the third quarter of fiscal 2022, our operating income was impacted by
$35 million of insurance proceeds related to fires at our production facilities,
net of costs incurred. Results in the third quarter of fiscal 2021 were impacted
by $306 million of charges related to legal contingency accruals. In the nine
months ended July 2, 2022, our operating income was impacted by $53 million of
insurance proceeds, net of costs incurred, related to the same fires. In the
nine months ended July 3, 2021, our results were impacted by $23 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, domestic protein
production (beef, pork, chicken and turkey) was relatively flat in the third
quarter of fiscal 2022 compared to the same period in fiscal 2021. All segments
experienced 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 Federal Reserve recently
increased interest rates, and it is anticipated that interest rates will
continue to rise in the near term. Our direct exposure to rising interest rates
is somewhat tempered given our strong liquidity position in addition to our
current debt structure in which nearly all of our borrowings have fixed interest
rates. At July 2, 2022, our current debt was $67 million, and we have
approximately $470 million of debt coming due over the next 24 months. However,
should we need to issue additional debt or borrow under our existing revolving
credit facility, we may be exposed to higher interest rates than our current
outstanding borrowings. The Beef segment experienced strong 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 and other input 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 July 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 7.7% in the third quarter of fiscal 2022. Operating margins by segment were as follows:



•Beef - 10.7%

•Pork - 1.5%

•Chicken - 6.3%

•Prepared Foods - 7.6%

in millions, except per share data                 Three Months Ended                           Nine Months Ended
                                          July 2, 2022          July 3, 2021           July 2, 2022           July 3, 2021

Net income attributable to Tyson $ 750 $ 749

$       2,700          $       1,692
Net income attributable to Tyson - per          2.07                   2.05
diluted share                                                                                 7.42                   4.63


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

•$67 million pretax, or $0.13 per diluted share, of production facilities fire insurance proceeds, net of costs incurred.

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

•$107 million pretax, or $0.22 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.

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

•$306 million pretax, or ($0.64) per diluted share, related to the recognition of legal contingency accruals.

•$4 million pretax, or ($0.01) per diluted share, related to the relocation of a production facility in China.

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

•$626 million pretax, or ($1.31) per diluted share, related to the recognition of legal contingency accruals.

•$23 million pretax, or ($0.05) per diluted share, related to the relocation of a production facility in China.

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



Summary of Results

Sales

in millions                                       Three Months Ended                           Nine Months Ended
                                         July 2, 2022           July 3, 2021          July 2, 2022           July 3, 2021
Sales                                   $     13,495          $      12,478          $     39,545          $      34,238
Change in sales volume                          (1.9) %                                      (1.0) %
Change in average sales price                    8.1  %                                      14.7  %
Sales growth                                     8.2  %                                      15.5  %


                                       24

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Third quarter - Fiscal 2022 vs Fiscal 2021



•Sales Volume - Sales were negatively impacted by a decrease in sales volume,
which accounted for a decrease of $223 million, driven by decreased volumes in
our Pork, Chicken and Prepared Foods segments and impacts associated with
reduced global Pork demand and impacts associated with increased pricing,
partially offset by an increase in sales volume in our Beef segment.

•Average Sales Price - Sales were positively impacted by higher average sales
prices, which accounted for an increase of $1,015 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 third quarter of fiscal 2022
excludes the impact of a $225 million reduction of Sales from the recognition of
legal contingency accruals in the third quarter of fiscal 2021.

Nine months - Fiscal 2022 vs Fiscal 2021



•Sales Volume - Sales were negatively impacted by a decrease in sales volume,
which accounted for a decrease of $353 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 $5,115 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 nine months ended July 2, 2022
excludes the impact of a $545 million reduction of Sales from the recognition of
legal contingency accruals in the nine months ended July 3, 2021.

Cost of Sales

in millions                                       Three Months Ended                           Nine Months Ended
                                          July 2, 2022          July 3, 2021          July 2, 2022          July 3, 2021
Cost of sales                            $     11,884          $     10,858          $     34,184          $     30,188
Gross profit                             $      1,611          $      1,620          $      5,361          $      4,050
Cost of sales as a percentage of sales           88.1  %               87.0  %               86.4  %               88.2  %


Third quarter - Fiscal 2022 vs Fiscal 2021



•Cost of sales increased $1,026 million. Lower sales volume decreased cost of
sales $193 million while higher input cost per pound increased cost of sales
$1,219 million.

•The $1,219 million impact of higher input cost per pound was impacted by:

•Increase in live cattle costs of approximately $480 million in our Beef segment.

•Increase of approximately $195 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 $135 million in our Prepared Foods segment.

•Increase in freight and transportation costs of approximately $100 million.



•Increase due to net derivative losses of $25 million in the third quarter of
fiscal 2022, compared to net derivative gain of $41 million in the third 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.

•Decrease of approximately $81 million in our Chicken segment related to the recognition of legal contingency accruals in the third quarter of fiscal 2021.

•Decrease in live hog costs of approximately $40 million in our Pork segment.

•Decrease of approximately $8 million in our Chicken segment related to insurance proceeds, net of costs incurred, related to the fire at our production facility in the fourth quarter of fiscal 2021.



•Decrease of approximately $27 million in our Beef segment related to insurance
proceeds related to the fire at our production facility in the fourth quarter of
fiscal 2019.

•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, partially offset by
savings from our productivity program.

•The $193 million impact of lower sales volume was primarily driven by decreased volumes in our Prepared Foods, Chicken and Pork segments.


                                       25
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Nine months - Fiscal 2022 vs Fiscal 2021



•Cost of sales increased $3,996 million. Lower sales volume decreased cost of
sales $307 million while higher input cost per pound increased cost of sales
$4,303 million.

•The $4,303 million impact of higher input cost per pound was impacted by:

•Increase in live cattle costs of approximately $1,470 million in our Beef segment.

•Increase of approximately $595 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 $560 million in our Prepared Foods segment.

•Increase in live hog costs of approximately $180 million in our Pork segment.

•Increase in freight and transportation costs of approximately $400 million.

•Increase of approximately $90 million in frontline bonuses.



•Decrease due to net derivative gains of $139 million in the first nine months
of fiscal 2022, compared to net derivative gains of $121 million in the first
nine 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 $81 million in our Chicken segment related to the recognition of legal contingency accruals in the third quarter of fiscal 2021.

•Decrease of approximately $26 million in our Chicken segment related to insurance proceeds, net of costs incurred, related to the fire at our production facility in the fourth quarter of fiscal 2021.



•Decrease of approximately $27 million in our Beef segment related to insurance
proceeds related to the fire at our production facility in the fourth quarter of
fiscal 2019.

•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, partially offset by
savings from our productivity program.

•The $307 million impact of lower sales volume was primarily driven by decreased volumes in our Prepared Foods, Beef and Pork segments.

Selling, General and Administrative



in millions                                            Three Months Ended                            Nine Months Ended
                                             July 2, 2022               

July 3, 2021 July 2, 2022 July 3, 2021 Selling, general and administrative expense $ 578

$      558           $     1,717          $     1,563
As a percentage of sales                            4.3   %                   4.5   %               4.3  %               4.6  %


Third quarter - Fiscal 2022 vs Fiscal 2021

•Increase of $20 million in selling, general and administrative was primarily driven by:

•Increase of $16 million in marketing, advertising and promotion expenses.

•Increase of $7 million in technology related costs.

•Decrease of $11 million in commission and brokerage fees

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

Nine months - Fiscal 2022 vs Fiscal 2021

•Increase of $154 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 nine months ended July 3, 2021, as
compared to no gain or loss recognized in the nine months ended July 2, 2022.

•Increase of $40 million in employee costs.

•Increase of $35 million in marketing, advertising and promotion expenses.

•Increase of $29 million in technology related costs.

•Increase of $18 million in professional fees.

•Increase of $12 million in travel and entertainment costs.

•Decrease of $31 million in commission and brokerage fees.

•Decrease of $20 million in depreciation and amortization.

•Remaining increase is primarily attributable to increased donations and other miscellaneous expenses.


                                       26
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Interest Expense

in millions                                          Three Months Ended                         Nine Months Ended
                                            July 2, 2022          July 3, 2021         July 2, 2022          July 3, 2021
Cash interest expense                       $       94          $         111          $      303          $         338

Non-cash interest expense                           (9)                    (6)                (21)                   (13)
Total interest expense                      $       85          $         105          $      282          $         325

Third quarter and nine 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.

Other (Income) Expense, net



in millions                                     Three Months Ended                            Nine Months Ended
                                        July 2, 2022         July 3, 2021            July 2, 2022            July 3, 2021

Total other (income) expense, net $ (34) $ (7)

$     (111)              $         (38)


Third quarter and nine months - Fiscal 2022 vs Fiscal 2021

•Included $32 million of production facilities fire insurance proceeds in the third quarter of fiscal 2022 and $54 million of production facilities fires insurance proceeds and $37 million of gains on equity investments due to observable price changes in the first nine months of fiscal 2022.

Effective Tax Rate



            Three Months Ended                       Nine Months Ended
      July 2, 2022         July 3, 2021        July 2, 2022        July 3, 2021
               23.6  %           22.1  %               22.1  %           22.9  %

Third quarter and nine months - Fiscal 2022 vs Fiscal 2021



•Our effective income tax rate was 23.6% for the third quarter of fiscal 2022
compared to 22.1% for the same period of fiscal 2021, and the effective income
tax rates for the first nine months of fiscal 2022 and 2021 were 22.1% and
22.9%, respectively. The effective tax rates for the third quarter and first
nine 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 nine
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                    Nine Months Ended
                        July 2, 2022       July 3, 2021       July 2, 2022       July 3, 2021
Beef                   $       4,959      $       4,954      $      14,995      $      12,987
Pork                           1,619              1,715              4,810              4,631
Chicken                        4,366              3,476             12,342              9,860
Prepared Foods                 2,447              2,323              7,173              6,600
International/Other              602                488              1,717              1,444
Intersegment sales              (498)              (478)            (1,492)            (1,284)
Total                  $      13,495      $      12,478      $      39,545      $      34,238


                                       27

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in millions                                     Operating Income (Loss)
                               Three Months Ended                     Nine 

Months Ended


                         July 2, 2022       July 3, 2021       July 2, 2022       July 3, 2021
Beef                   $      533          $       1,120      $       2,127      $       2,093
Pork                           25                     67                248                250
Chicken                       277                   (279)               615               (489)
Prepared Foods                186                    150                635                633
International/Other            12                      4                 19                  -
Total                  $    1,033          $       1,062      $       3,644      $       2,487


Beef Segment Results

in millions                               Three Months Ended                                          Nine Months Ended
                           July 2, 2022         July 3, 2021         Change          July 2, 2022          July 3, 2021           Change
Sales                     $     4,959          $     4,954          $    5          $     14,995          $     12,987          $ 2,008
Sales volume change                                                    1.3  %                                                      (1.5) %
Average sales price
change                                                                (1.2) %                                                      17.0  %
Operating income          $       533          $     1,120          $ (587)         $      2,127          $      2,093          $    34
Operating margin                 10.7  %              22.6  %                               14.2  %               16.1  %

Third quarter and nine months - Fiscal 2022 vs Fiscal 2021



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

•Average Sales Price - Average sales price increased in the first nine 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.
Average sales price decreased slightly in the third quarter of fiscal 2022
driven by reduced demand for premium cuts of beef as compared to exceptionally
high demand in the third quarter of fiscal 2021.

•Operating Income - Operating income increased slightly during the first nine
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. Operating income decreased in the
third quarter of fiscal 2022 as margins began to reduce from historically high
levels paired with continued increased operating costs. Additionally, operating
income in the third quarter of fiscal 2022 benefited from $27 million of
insurance proceeds related to a fire at a production facility in the fourth
quarter of fiscal 2019.

Pork Segment Results

in millions                               Three Months Ended                                       Nine Months Ended
                           July 2, 2022         July 3, 2021         Change         July 2, 2022         July 3, 2021         Change
Sales                     $     1,619          $     1,715          $ (96)         $     4,810          $     4,631          $ 179
Sales volume change                                                  (1.7) %                                                  (2.1) %
Average sales price
change                                                               (3.9) %                                                   6.0  %
Operating income          $        25          $        67          $ (42)         $       248          $       250          $  (2)
Operating margin                  1.5  %               3.9  %                              5.2  %               5.4  %

Third quarter and nine months - Fiscal 2022 vs Fiscal 2021

•Sales Volume - Sales volume decreased in the third quarter and first nine months of fiscal 2022 due to reduced global demand.



•Average Sales Price - Average sales price decreased in the third quarter due to
reduced export and retail demand. Average sales price increased in the first
nine 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.
                                       28
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•Operating Income - Operating income decreased in the third quarter of fiscal
2022 due to periods of compressed pork margins. Operating income for the first
nine months of fiscal 2022 was relatively flat as reduced direct incremental
expenses related to COVID-19 were offset by higher inputs costs and the impacts
associated with a challenging labor environment.

Chicken Segment Results

in millions                               Three Months Ended                                         Nine Months Ended
                           July 2, 2022         July 3, 2021         Change         July 2, 2022          July 3, 2021          Change
Sales                     $     4,366          $     3,476          $ 890          $     12,342          $     9,860          $ 2,482
Sales volume change                                                  (2.1) %                                                      0.7  %
Average sales price
change                                                               20.1  %                                                     17.9  %
Operating income (loss)   $       277          $      (279)         $ 556          $        615          $      (489)         $ 1,104
Operating margin                  6.3  %              (8.0) %                               5.0  %              (5.0) %

Third quarter and nine months - Fiscal 2022 vs Fiscal 2021



•Sales Volume - Sales volume decreased in the third quarter of fiscal 2022
primarily due to a reduction in volumes related to a fire at a production
facility in the fourth quarter of fiscal 2021 and a reduction in outside meat
purchases. Sales volume increased slightly in the first nine months of fiscal
2022 primarily due to strong global demand partially offset by a reduction in
volumes related to a fire at a production facility in the fourth quarter of
fiscal 2021.

•Average Sales Price - Average sales price increased in the third quarter and
first nine months of fiscal 2022 due to the effects of pricing initiatives in an
inflationary cost environment. The change in average sales price for the third
quarter and nine months ended July 2, 2022 excludes the impact of $225 million
and $545 million reductions of Sales from the recognition of legal contingency
accruals in the three and nine months ended July 3, 2021, respectively.

•Operating Income (Loss) - Operating income increased in the third quarter and
first nine months of fiscal 2022 primarily due to higher average sales prices,
partially offset by the impacts of inflationary market conditions including
increased supply chain and labor costs. In the third quarter of fiscal 2022, we
experienced $145 million of higher feed ingredient costs and $23 million of net
derivative losses as compared to $56 million of net derivative gains in the
third quarter of fiscal 2021. In the first nine months of fiscal 2022, we
experienced $430 million of higher feed ingredient costs. Additionally,
operating income in the first nine months of fiscal 2022 benefited from $26
million of insurance proceeds, net of costs incurred related to a fire at a
production facility and was impacted in the third quarter and first nine months
of fiscal 2021 by $306 million and $626 million of losses, respectively, from
the recognition of legal contingency accruals.

Prepared Foods Segment Results



in millions                               Three Months Ended                                       Nine Months Ended
                           July 2, 2022         July 3, 2021         Change         July 2, 2022         July 3, 2021         Change
Sales                     $     2,447          $     2,323          $ 124          $     7,173          $     6,600          $ 573
Sales volume change                                                  (8.5) %                                                  (5.5) %
Average sales price
change                                                               13.8  %                                                  14.2  %
Operating income          $       186          $       150          $  36          $       635          $       633          $   2
Operating margin                  7.6  %               6.5  %                              8.9  %               9.6  %

Third quarter and nine months - Fiscal 2022 vs Fiscal 2021



•Sales Volume - Sales volume decreased in the third quarter and first nine
months of fiscal 2022 due to the impacts of increased pricing, uneven
foodservice recovery, the divestiture of our pet treats business in the fourth
quarter of fiscal 2021 and a challenging supply environment impacting the first
half of fiscal 2022.

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



•Operating Income - Operating income increased in the third quarter of fiscal
2022 due to higher average sales prices, partially offset by the impacts of
inflationary market conditions, including $135 million of increased raw
materials and other input costs in addition to increased supply chain and labor
costs. Operating income was relatively flat in the first nine months of fiscal
2022 as higher average sales prices were offset by the impacts of inflationary
market conditions, including $560 million of increased raw materials and other
input costs in addition to increased supply chain and labor costs.
                                       29
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International/Other Results



in millions                     Three Months Ended                          

Nine Months Ended


                    July 2, 2022      July 3, 2021       Change      July 2, 2022       July 3, 2021       Change
Sales              $     602         $         488      $  114      $       1,717      $       1,444      $  273

Operating income          12                     4           8      $          19      $           -      $   19

Third quarter and nine months - Fiscal 2022 vs Fiscal 2021



•Sales - Sales increased in the third quarter and first nine months of fiscal
2022 primarily due to increased volume and increased pricing in an inflationary
cost environment.

•Operating Income - Operating income increased in the third quarter and first
nine months of fiscal 2022 primarily due to $23 million of charges incurred in
2021 related to the relocation of a production facility in China.

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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