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0000100493falseiso4217:USDxbrli:shares00001004932025-11-102025-11-10


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 10, 2025
TYSON FOODS, INC.
(Exact name of Registrant as specified in its charter)

Delaware
001-14704
71-0225165
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
2200 West Don Tyson Parkway,
Springdale,
Arkansas
72762-6999
(Address of Principal Executive Offices)
(Zip Code)
(479) 290-4000
(Registrant's telephone number, including area code)

Not applicable
(Former name or former address, if changed since last report)
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol Name of Each Exchange on Which Registered
Class A Common Stock Par Value $0.10 TSN New York Stock Exchange
Class B stock is not publicly listed for trade on any exchange or market system. However, Class B stock is convertible into Class A stock on a share-for-share basis.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02. Results of Operations and Financial Condition

On November 10, 2025, Tyson Foods, Inc. issued a press release announcing results of operations for its fourth quarter and fiscal year ended September 27, 2025, and made available a financial results presentation for that same quarter and fiscal year. A copy of the press release and presentation are furnished as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
The information in the preceding paragraph, as well as Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference into another filing under the Exchange Act or the Securities Act of 1933, as amended, if such subsequent filing specifically references this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits

(d)Exhibits

Exhibit
Number
Description
99.1
99.2
104 Cover Page Interactive Data File formatted in iXBRL.
2


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TYSON FOODS, INC.
Date: November 10, 2025 By: /s/ Curt T. Calaway
Name: Curt T. Calaway
Title: Chief Financial Officer

3
EX-99.1 2 tsn2025q4exh-991.htm EX-99.1 Document

tflogo_fullcolorxrgb.jpg
TYSON FOODS REPORTS FOURTH QUARTER AND FISCAL 2025 RESULTS
Achieves Year-Over-Year Growth in Sales, Adjusted Operating Income and Adjusted EPS
Springdale, Arkansas – November 10, 2025 – Tyson Foods, Inc. (NYSE: TSN), one of the world’s largest food companies and a recognized leader in protein with leading brands including Tyson, Jimmy Dean, Hillshire Farm, Ball Park, Wright, Aidells, ibp and State Fair, reported the following results:
(in millions, except per share data) Fourth Quarter Twelve Months Ended
2025 2024 2025 2024
Sales $ 13,860  $ 13,565  $ 54,441  $ 53,309 
Operating Income $ 158  $ 525  $ 1,098  $ 1,409 
Adjusted1 Operating Income (non-GAAP)
$ 608  $ 512  $ 2,287  $ 1,820 
Net Income Per Share Attributable to Tyson $ 0.13  $ 1.00  $ 1.33  $ 2.25 
Adjusted1 Net Income Per Share Attributable to Tyson (non-GAAP)
$ 1.15  $ 0.92  $ 4.12  $ 3.10 
1 The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). As used in this table and throughout this earnings release, adjusted operating income (loss) and adjusted net income per share attributable to Tyson (Adjusted EPS) are non-GAAP financial measures. Refer to the end of this release for an explanation and reconciliation of these and other non-GAAP financial measures used in this release to comparable GAAP measures.
Fiscal 2025 Highlights
•Sales of $54,441 million, up 2.1% from prior year; Sales up 3.3% excluding impact of $653 million increase in legal contingency accruals, which was recognized as a reduction to Sales
•GAAP operating income of $1,098 million, down 22% from prior year
•Adjusted operating income of $2,287 million, up 26% from prior year
•GAAP EPS of $1.33, down 41% from prior year
•Adjusted EPS of $4.12, up 33% from prior year
•Total Company GAAP operating margin of 2.0%
•Total Company adjusted operating margin (non-GAAP) of 4.1%
•Cash provided by operating activities of $2,155 million, down $435 million from prior year
•Free cash flow (non-GAAP) of $1,177 million, down $281 million from prior year
•Repurchased 3.5 million shares for $196 million
•Reduced total debt $957 million
•Liquidity of $3.7 billion as of September 27, 2025
Fourth Quarter Highlights
•Sales of $13,860 million, up 2.2% from prior year; Sales up 4.8% excluding impact of $355 million increase in legal contingency accruals, which was recognized as a reduction to Sales
•GAAP operating income of $158 million, down 70% from prior year
•Adjusted operating income of $608 million, up 19% from prior year
•GAAP EPS of $0.13, down 87% from prior year
•Adjusted EPS of $1.15, up 25% from prior year
•Total Company GAAP operating margin of 1.1%
•Total Company adjusted operating margin (non-GAAP) of 4.3%


"We delivered year-over-year growth in sales, adjusted operating income and adjusted earnings per share, reflecting the strength of our multi-protein, multi-channel portfolio," said Donnie King, President and CEO of Tyson Foods. "This fiscal year's progress demonstrates our commitment to operational excellence while meeting the evolving needs of our customers and consumers. As a world-class food company and recognized leader in protein, we remain focused on continuously improving the controllable aspects of our business and delivering shareholder value."

1


SEGMENT RESULTS (in millions)
Sales
(for the fourth quarter and twelve months ended September 27, 2025, and September 28, 2024)
Fourth Quarter Twelve Months Ended
Volume Avg. Price Volume Avg. Price
2025 2024 Change
Change2
2025 2024 Change
Change2
Beef $ 5,489  $ 5,261  (8.4) % 17.0  % $ 21,623  $ 20,479  (1.9) % 9.0  %
Pork 1,414  1,438  (4.2) % 11.6  % 5,781  5,903  (1.7) % 5.3  %
Chicken 4,411  4,251  3.7  % 0.1  % 16,837  16,425  2.6  % (0.1) %
Prepared Foods 2,546  2,472  (1.7) % 4.7  % 9,930  9,851  (2.5) % 3.3  %
International/Other 584  609  (2.2) % (1.9) % 2,291  2,353  (0.1) % (2.5) %
Intersegment Sales (584) (466) n/a n/a (2,021) (1,702) n/a n/a
Total $ 13,860  $ 13,565  (1.6) % 6.4  % $ 54,441  $ 53,309  —  % 3.3  %
Operating Income (Loss)
(for the fourth quarter and twelve months ended September 27, 2025, and September 28, 2024)
Fourth Quarter Twelve Months Ended
Operating Margin Operating Margin
2025 2024 2025 2024 2025 2024 2025 2024
Beef $ (319) $ (71) (5.8) % (1.3) % $ (1,135) $ (381) (5.2) % (1.9) %
Pork (99) (16) (7.0) % (1.1) % (199) (40) (3.4) % (0.7) %
Chicken 447  409  10.1  % 9.6  % 1,427  988  8.5  % 6.0  %
Prepared Foods 143  203  5.6  % 8.2  % 898  879  9.0  % 8.9  %
International/Other (14) —  n/a n/a 107  (37) n/a n/a
Total $ 158  $ 525  1.1  % 3.9  % $ 1,098  $ 1,409  2.0  % 2.6  %
ADJUSTED SEGMENT RESULTS (in millions)
Adjusted Operating Income (Loss) (Non-GAAP)1
(for the fourth quarter and twelve months ended September 27, 2025, and September 28, 2024)
Fourth Quarter Twelve Months Ended
Adjusted Operating Margin (Non-GAAP) Adjusted Operating Margin (Non-GAAP)
2025 2024
20252
20242
2025 2024
20252
20242
Beef $ (94) $ (71) (1.6) % (1.3) % $ (426) $ (291) (1.9) % (1.4) %
Pork 31  19  2.0  % 1.3  % 181  142  2.9  % 2.4  %
Chicken 457  356  10.4  % 8.4  % 1,482  1,015  8.8  % 6.2  %
Prepared Foods 189  205  7.4  % 8.3  % 913  905  9.2  % 9.2  %
International/Other 25  n/a n/a 137  49  n/a n/a
Total $ 608  $ 512  4.3  % 3.8  % $ 2,287  $ 1,820  4.1  % 3.4  %
2 Average Price Change and Adjusted Operating Margin (Non-GAAP) for the Beef and Pork segments and Total Company for the three months ended September 27, 2025 exclude the impact of $225 million, $130 million, and $355 million, respectively, of legal contingency accruals recognized as a reduction to Sales. Average Price Change and Adjusted Operating Margin (Non-GAAP) for the Beef and Pork segments and Total Company for the twelve months ended September 27, 2025 exclude the impact of $318 million, $380 million, and $698 million, respectively, of legal contingency accruals recognized as reductions to Sales. Average Price Change and Adjusted Operating Margin (Non-GAAP) for the Pork segment and Total Company for the twelve months ended September 28, 2024 exclude the impact of $45 million of legal contingency accruals recognized as reductions to Sales.
2


OUTLOOK
As of the most recently published data for fiscal 2026, the United States Department of Agriculture (USDA) indicates domestic protein production (beef, pork, chicken and turkey) will increase approximately 1% compared to fiscal 2025 levels. The following is a summary of the updated outlook for each of our segments, as well as an outlook for revenue, capital expenditures, net interest expense, liquidity, free cash flow, tax rate and dividends for fiscal 2026. Certain of the outlook numbers include adjusted operating income (loss) (a non-GAAP metric) for each segment. As our accounting cycle results in a 53-week year in fiscal 2026 as compared to a 52-week year in fiscal 2025, the fiscal 2026 outlook is based on a comparable 52-week year. The Company is not able to reconcile its full-year fiscal 2026 projected adjusted results to its fiscal 2026 projected GAAP results because certain information necessary to calculate such measures on a GAAP basis is unavailable or dependent on the timing of future events outside of our control. Therefore, because of the uncertainty and variability of the nature of and the amount of any potential applicable future adjustments, which could be significant, the Company is unable to provide a reconciliation for these forward-looking non-GAAP measures without unreasonable effort. Adjusted operating income (loss) should not be considered a substitute for operating income (loss) or any other measures of financial performance reported in accordance with GAAP. Investors should rely primarily on the Company’s GAAP results and use non-GAAP financial measures only supplementally in making investment decisions.
Beef
USDA projects domestic production will decrease approximately 2% in fiscal 2026 as compared to fiscal 2025. We anticipate adjusted operating loss between $(600) million to $(400) million in fiscal 2026.
Pork
USDA projects domestic production will increase approximately 3% in fiscal 2026 as compared to fiscal 2025. We anticipate adjusted operating income of $150 million to $250 million in fiscal 2026.
Chicken
USDA projects chicken production will increase approximately 1% in fiscal 2026 as compared to fiscal 2025. We anticipate adjusted operating income of $1,250 million to $1,500 million for fiscal 2026.
Prepared Foods
We anticipate adjusted operating income of $950 million to $1,050 million in fiscal 2026.
International/Other
We anticipate similar results from our foreign operations in fiscal 2026 on an adjusted basis.
Total Company
We anticipate total company adjusted operating income of $2.1 billion to $2.3 billion for fiscal 2026.
Revenue
We expect sales to be up 2% to 4% in fiscal 2026 as compared to fiscal 2025.
Capital Expenditures
We expect capital expenditures between $700 million to $1.0 billion for fiscal 2026. Capital expenditures include investments in profit improvement projects as well as projects for maintenance and repair.
Net Interest Expense
We expect net interest expense to approximate $390 million for fiscal 2026.
Liquidity
We expect total liquidity, which was $3.7 billion as of September 27, 2025, to remain above our minimum liquidity target of $1.0 billion.
Free Cash Flow
We expect free cash flow to be between $0.8 billion and $1.3 billion for fiscal 2026.
Tax Rate
We currently expect our adjusted effective tax rate to approximate 25% for fiscal 2026.
Dividends
Effective November 7, 2025, the Board of Directors increased the quarterly dividend previously declared on August 7, 2025, to $0.51 per share on our Class A common stock and $0.459 per share on our Class B common stock. The increased quarterly dividend is payable on December 15, 2025, to shareholders of record at the close of business on December 1, 2025. The Board also declared on November 7, 2025 a quarterly dividend of $0.51 per share on our Class A common stock and $0.459 per share on our Class B common stock, payable on March 13, 2026, to shareholders of record at the close of business on February 27, 2026. We anticipate the remaining quarterly dividends in fiscal 2026 will be $0.51 and $0.459 per share of our Class A and Class B common stock, respectively. This results in an annual dividend rate in fiscal 2026 of $2.04 for Class A shares and $1.836 for Class B shares, or a 2% increase compared to the fiscal 2025 annual dividend rate.
3


TYSON FOODS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(In millions, except per share data)
(Unaudited)
Three Months Ended Twelve Months Ended
September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024
Sales $ 13,860  $ 13,565  $ 54,441  $ 53,309 
Cost of Sales 13,134  12,505  50,879  49,682 
Gross Profit 726  1,060  3,562  3,627 
Selling, General and Administrative 568  535  2,121  2,218 
Goodwill Impairment —  —  343  — 
Operating Income 158  525  1,098  1,409 
Other (Income) Expense:
Interest income (16) (29) (73) (89)
Interest expense 106  130  449  481 
Other, net —  (51) (47) (75)
Total Other (Income) Expense 90  50  329  317 
Income before Income Taxes 68  475  769  1,092 
Income Tax Expense 10  111  262  270 
Net Income 58  364  507  822 
Less: Net Income Attributable to Noncontrolling Interests 11  33  22 
Net Income Attributable to Tyson $ 47  $ 357  $ 474  $ 800 
Net Income Per Share Attributable to Tyson:
Class A Basic $ 0.14  $ 1.03  $ 1.37  $ 2.31 
Class B Basic $ 0.12  $ 0.92  $ 1.22  $ 2.06 
Diluted $ 0.13  $ 1.00  $ 1.33  $ 2.25 
Dividends Declared Per Share:
Class A $ 0.500  $ 0.490  $ 2.010  $ 1.970 
Class B $ 0.450  $ 0.441  $ 1.809  $ 1.773 
Sales Growth 2.2  % 2.1  %
Margins: (Percent of Sales)
Gross Profit 5.2  % 7.8  % 6.5  % 6.8  %
Operating Income 1.1  % 3.9  % 2.0  % 2.6  %
Net Income Attributable to Tyson 0.3  % 2.6  % 0.9  % 1.5  %
Effective Tax Rate3
14.4  % 23.3  % 34.1  % 24.8  %
3 The effective tax rate for the twelve months ended September 27, 2025 is impacted by a $343 million goodwill impairment as the impairment charge is non-deductible for income tax purposes.
4


TYSON FOODS, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(In millions)
(Unaudited)

September 27, 2025 September 28, 2024
Assets
Current Assets:
Cash and cash equivalents $ 1,229  $ 1,717 
Accounts receivable, net 2,524  2,406 
Inventories 5,681  5,195 
Other current assets 482  433 
Total Current Assets 9,916  9,751 
Net Property, Plant and Equipment 9,204  9,442 
Goodwill 9,469  9,819 
Intangible Assets, net 5,624  5,875 
Other Assets 2,445  2,213 
Total Assets $ 36,658  $ 37,100 
Liabilities and Shareholders’ Equity
Current Liabilities:
Current debt $ 909  $ 74 
Accounts payable 2,601  2,402 
Other current liabilities 2,879  2,311 
Total Current Liabilities 6,389  4,787 
Long-Term Debt 7,921  9,713 
Deferred Income Taxes 2,195  2,285 
Other Liabilities 1,926  1,801 
Total Tyson Shareholders’ Equity 18,085  18,390 
Noncontrolling Interests 142  124 
Total Shareholders’ Equity 18,227  18,514 
Total Liabilities and Shareholders’ Equity $ 36,658  $ 37,100 

5


TYSON FOODS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)

Twelve Months Ended
September 27, 2025 September 28, 2024
Cash Flows From Operating Activities:
Net income $ 507  $ 822 
Depreciation and amortization 1,361  1,400 
Deferred income taxes (76) (45)
Impairment of goodwill 343  — 
Gain on sale of storage facilities (107) — 
Other, net 233  189 
Net changes in operating assets and liabilities (106) 224 
Cash Provided by Operating Activities 2,155  2,590 
Cash Flows From Investing Activities:
Additions to property, plant and equipment (978) (1,132)
Purchases of marketable securities (66) (38)
Proceeds from sale of marketable securities 62  35 
Proceeds from sale of storage facilities 252  — 
Proceeds from sale of business —  174 
Acquisition of equity investments (11) (29)
Other, net 76  102 
Cash Used for Investing Activities (665) (888)
Cash Flows From Financing Activities:
Proceeds from issuance of debt 175  2,415 
Payments on debt (1,262) (1,641)
Proceeds from issuance of commercial paper —  1,694 
Repayments of commercial paper —  (2,285)
Purchases of Tyson Class A common stock (196) (49)
Dividends (697) (684)
Stock options exercised 21  14 
Other, net (18) (45)
Cash Used for Financing Activities (1,977) (581)
Effect of Exchange Rate Changes on Cash (1) 23 
(Decrease) Increase in Cash and Cash Equivalents and Restricted Cash (488) 1,144 
Cash and Cash Equivalents and Restricted Cash at Beginning of Year 1,717  573 
Cash and Cash Equivalents and Restricted Cash at End of Period 1,229  1,717 
Less: Restricted Cash at End of Period —  — 
Cash and Cash Equivalents at End of Period $ 1,229  $ 1,717 
6


Non-GAAP Financial Measures
Adjusted Operating Income (Loss), Adjusted Income before Income Taxes, Adjusted Income Tax Expense, Adjusted Net Income Attributable to Tyson and Adjusted EPS, EBITDA, Adjusted EBITDA, net debt to EBITDA, net debt to Adjusted EBITDA and Free Cash Flow are presented as supplemental financial measures in the evaluation of our business that are not required by, or presented in accordance with GAAP. The non-GAAP financial measures are tools intended to assist our management and investors in comparing our performance on a consistent basis for purposes of business decision-making by removing the impact of certain items that management believes do not directly reflect our core operations on an ongoing basis. These non-GAAP measures should not be a substitute for their comparable GAAP financial measures. Investors should rely primarily on our GAAP results and use non-GAAP financial measures only supplementally in making investment decisions. We believe the presentation of these non-GAAP financial measures helps management and investors to assess our operating performance from period to period, including our ability to generate earnings sufficient to service our debt, enhances understanding of our financial performance and highlights operational trends. These measures are widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies. Our calculation of non-GAAP measures may not be comparable to similarly titled measures reported by other companies and other companies may not define these non-GAAP financial measures in the same way, which may limit their usefulness of comparative measures.
Definitions
EBITDA is defined as net income before interest, income taxes, depreciation and amortization. Net debt to EBITDA (Adjusted EBITDA) represents the ratio of our debt, net of cash, cash equivalents and short-term investments, to EBITDA (and to Adjusted EBITDA). EBITDA, Adjusted EBITDA, net debt to EBITDA and net debt to Adjusted EBITDA are presented as supplemental financial measurements in the evaluation of our business.
Adjusted EBITDA, Adjusted Operating Income (Loss), Adjusted Income before Income Taxes, Adjusted Income Tax Expense, Adjusted Net Income Attributable to Tyson and Adjusted EPS are defined as EBITDA, Operating Income (Loss), Income before Income Taxes, Income Tax Expense, Net Income Attributable to Tyson and diluted earnings per share, respectively, excluding the impacts of any items that management believes do not directly reflect our core operations on an ongoing basis.
Free Cash Flow is defined as Cash Provided by Operating Activities minus payments for Property, Plant and Equipment.
7



TYSON FOODS, INC.
GAAP Results to Non-GAAP Results Reconciliations
(In millions, except per share data)
(Unaudited)
Results for the fourth quarter ended September 27, 2025
Sales Cost of Sales Selling, General and Administrative Goodwill Impairment Operating
Income
Other (Income) Expense Income before Income Taxes Income Tax Expense Net Income Attributable to Tyson EPS Impact
GAAP Results $ 158  $ 68  $ 10  $ 47  $ 0.13 
Facility fire related costs
(insurance proceeds)5
—  (4) —  —  (4) (11) (15) (3) (12) (0.04)
Brand and product line discontinuations —  —  —  —  0.01 
Restructuring and related charges6
—  12  —  —  12  —  12  —  12  0.03 
Legal contingency accruals7
355  40  —  —  395  —  395  94  301  0.85 
Product recall 66  (25) —  —  41  —  41  11  30  0.09 
Impairment of equity investments —  —  —  —  —  28  28  27  0.08 
Adjusted Non-GAAP Results $ 608  $ 535  $ 115  $ 409  $ 1.15 
Results for the fourth quarter ended September 28, 2024
Sales Cost of Sales Selling, General and Administrative Goodwill Impairment Operating
Income
Other (Income) Expense Income before Income Taxes Income Tax Expense Net Income Attributable to Tyson EPS Impact
GAAP Results $ 525  $ 475  $ 111  $ 357  $ 1.00 
Facility fire related costs
(insurance proceeds)5
—  (48) —  —  (48) (31) (79) (8) (71) (0.20)
Brand and product line discontinuations —  —  —  —  0.02 
Plant closure and disposal charges —  27  —  —  27  —  27  (10) 37  0.10 
Adjusted Non-GAAP Results $ 512  $ 431  $ 95  $ 329  $ 0.92 
Results for the twelve months ended September 27, 2025
Sales Cost of Sales Selling, General and Administrative Goodwill Impairment Operating
Income
Other (Income) Expense Income before Income Taxes Income Tax Expense Net Income Attributable to Tyson EPS Impact
GAAP Results $ 1,098  $ 769  $ 262  $ 474  $ 1.33 
Facility fire related costs
(insurance proceeds)5
—  (18) —  —  (18) (18) (36) (40) (0.12)
Brand and product line discontinuations —  —  23  —  23  —  23  17  0.05 
Restructuring and related charges6
—  43  —  45  —  45  41  0.11 
Legal contingency accruals7
698  40  —  —  738  —  738  175  563  1.58 
Plant closure and disposal charges8
—  17  —  —  17  —  17  13  0.04 
Goodwill and intangible impairments9
—  —  —  343  343  —  343  —  343  0.96 
Product recall 66  (25) —  —  41  —  41  11  30  0.09 
Impairment of equity investments —  —  —  —  —  28  28  27  0.08 
Adjusted Non-GAAP Results $ 2,287  $ 1,968  $ 468  $ 1,468  $ 4.12 
Results for the twelve months ended September 28, 2024
Sales Cost of Sales Selling, General and Administrative Goodwill Impairment Operating
Income
Other (Income) Expense Income before Income Taxes Income Tax Expense Net Income Attributable to Tyson EPS Impact
GAAP Results $ 1,409  $ 1,092  $ 270  $ 800  $ 2.25 
Facility fire related costs
(insurance proceeds)5
—  16  —  —  16  (34) (18) (13) (5) (0.02)
Brand and product line discontinuations —  —  —  —  0.02 
Restructuring and related charges6
—  —  31  —  31  —  31  23  0.06 
Legal contingency accruals 45  129  —  —  174  —  174  41  133  0.38 
Plant closure and disposal charges —  182  —  —  182  —  182  36  146  0.41 
Adjusted Non-GAAP Results $ 1,820  $ 1,469  $ 344  $ 1,103  $ 3.10 
8


TYSON FOODS, INC.
Adjusted Operating Income (Loss) Non-GAAP Reconciliations
(In millions)
(Unaudited)
Adjusted Operating Income (Loss)
(for the fourth quarter ended September 27, 2025)
Beef Pork Chicken Prepared Foods International/Other Total
Reported operating income (loss) $ (319) $ (99) $ 447  $ 143  $ (14) $ 158 
Less: Facility fire related costs
(insurance proceeds)5
—  —  —  —  (4) (4)
Add: Brand and product line discontinuations —  —  —  — 
Add: Restructuring and related charges6
—  —  12 
Add: Legal contingency accruals7
225  130  —  —  40  395 
Add: Product recall —  —  —  41  —  41 
Adjusted operating income (loss) $ (94) $ 31  $ 457  $ 189  $ 25  $ 608 
Adjusted Operating Income (Loss)
(for the fourth quarter ended September 28, 2024)
Beef Pork Chicken Prepared Foods International/Other Total
Reported operating income (loss) $ (71) $ (16) $ 409  $ 203  $ —  $ 525 
Add/(Less): Facility fire related costs
(insurance proceeds)5
—  —  (51) —  (48)
Add: Brand and product line discontinuations —  —  — 
Add/(Less): Plant closure and disposal charges —  35  (8) —  —  27 
Adjusted operating income (loss) $ (71) $ 19  $ 356  $ 205  $ $ 512 
Adjusted Operating Income (Loss)
(for the twelve months ended September 27, 2025)
Beef Pork Chicken Prepared Foods International/Other Total
Reported operating income (loss) $ (1,135) $ (199) $ 1,427  $ 898  $ 107  $ 1,098 
Less: Facility fire related costs
(insurance proceeds)5
—  —  —  —  (18) (18)
Add: Brand and product line discontinuations —  —  23  —  —  23 
Add/(Less): Restructuring and related charges6
48  —  (26) 14  45 
Add: Legal contingency accruals7
318  380  —  —  40  738 
Add/(Less): Plant closure and disposal charges8
—  —  23  —  (6) 17 
Add: Goodwill and intangible impairments 343  —  —  —  —  343 
Add: Product recall —  —  —  41  —  41 
Adjusted operating income (loss) $ (426) $ 181  $ 1,482  $ 913  $ 137  $ 2,287 
Adjusted Operating Income (Loss)
(for the twelve months ended September 28, 2024)
Beef Pork Chicken Prepared Foods International/Other Total
Reported operating income (loss) $ (381) $ (40) $ 988  $ 879  $ (37) $ 1,409 
Add/(Less): Facility fire related costs
(insurance proceeds)5
—  —  (70) —  86  16 
Add: Brand and product line discontinuations —  —  — 
Add: Restructuring and related charges6
24  —  31 
Add: Legal contingency accruals 45  73  56  —  —  174 
Add: Plant closure and disposal charges 41  108  33  —  —  182 
Adjusted operating income (loss) $ (291) $ 142  $ 1,015  $ 905  $ 49  $ 1,820 
9


TYSON FOODS, INC.
EBITDA and Adjusted EBITDA Non-GAAP Reconciliations
(In millions)
(Unaudited)
Twelve Months Ended
September 27, 2025 September 28, 2024
Net income $ 507  $ 822 
Less: Interest income (73) (89)
Add: Interest expense 449  481 
Add: Income tax expense 262  270 
Add: Depreciation 1,093  1,159 
Add: Amortization4
257  229 
EBITDA $ 2,495  $ 2,872 
Adjustments to EBITDA:
Less: Facility fire related costs (insurance proceeds)5
$ (36) $ (18)
Add: Brand and product line discontinuations 23 
Add: Restructuring and related charges6
45  31 
Add: Legal contingency accruals7
738  174 
Add: Plant closure and disposal charges8
17  182 
Add: Goodwill and intangible impairments 343  — 
Add: Product recall 41  — 
Add: Impairment of equity investments 28  — 
Less: Depreciation and amortization included in EBITDA adjustments10
(62) (129)
Total Adjusted EBITDA $ 3,632  $ 3,120 
Total gross debt $ 8,830  $ 9,787 
Less: Cash and cash equivalents (1,229) (1,717)
Less: Short-term investments —  (10)
Total net debt $ 7,601  $ 8,060 
Ratio Calculations:
Gross debt/EBITDA 3.5x 3.4x
Net debt/EBITDA 3.0x 2.8x
Gross debt/Adjusted EBITDA 2.4x 3.1x
Net debt/Adjusted EBITDA 2.1x 2.6x
4 Excludes the amortization of debt issuance and debt discount expense of $11 million and $12 million for the twelve months ended September 27, 2025 and September 28, 2024, respectively, as it is included in interest expense.
5 Relates to a fire at a Chicken production facility in the fourth quarter of fiscal 2021 and a fire at our production facility in the Netherlands in the first quarter of fiscal 2024 that we subsequently decided to sell.
6 Includes the Network Optimization Plan that commenced in fiscal 2025 and the 2022 Program which completed in fiscal 2024.
7 The three and twelve months ended September 27, 2025 include a $40 million charge related to the 2015 sale of our Mexico operation.
8 Includes China plant relocation remuneration and related EPS impact, net of $1 million associated with Net Income (Loss) Attributable to Noncontrolling Interests, for the twelve months ended September 27, 2025.
9 Goodwill impairment is non-deductible for income tax purposes.
10 Removal of accelerated depreciation of $39 million related to network optimization plan charges for the twelve months ended September 27, 2025 and $127 million related to plant closures and disposals for the twelve months ended September 28, 2024 as they are already included in depreciation expense. Removal of accelerated amortization of $23 million and $2 million related to brand discontinuation for the twelve months ended September 27, 2025 and September 28, 2024, respectively, as they are already included in amortization expense.
10



TYSON FOODS, INC.
Free Cash Flow Non-GAAP Reconciliation
(In millions)
(Unaudited)
Twelve Months Ended
September 27, 2025 September 28, 2024
Cash Provided by Operating Activities $ 2,155  $ 2,590 
Additions to property, plant and equipment (978) (1,132)
Free cash flow $ 1,177  $ 1,458 


    

11


About Tyson Foods, Inc.
Tyson Foods, Inc. (NYSE: TSN) is a world-class food company and recognized leader in protein. Founded in 1935 by John W. Tyson, it has grown under four generations of family leadership. The Company is unified by this purpose: Tyson Foods. We Feed the World Like Family™ 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. Headquartered in Springdale, Arkansas, the company had approximately 133,000 team members on September 27, 2025. Visit www.tysonfoods.com.
Conference Call Information and Other Selected Data
A conference call to discuss the Company's financial results will be held at 9 a.m. Eastern Monday, November 10, 2025. A link for the webcast of the conference call is available on the Tyson Investor Relations website at https://ir.tyson.com. The webcast also can be accessed by the following direct link: https://events.q4inc.com/attendee/176837355. For those who cannot participate at the scheduled time, a replay of the live webcast and the accompanying slides will be available at https://ir.tyson.com. A telephone replay will also be available until December 10, 2025, toll free at 1-877-344-7529, international toll 1-412-317-0088 or Canada toll free 855-669-9658. The replay access code is 2866305. Financial information, such as this news release, as well as other supplemental data, can be accessed from the Company's web site at https://ir.tyson.com.
Forward-Looking Statements
Certain information in this release constitutes forward-looking statements as contemplated by the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, current views and estimates of our outlook for fiscal 2025, 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 are expressly qualified in their entirety by this cautionary statement and 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) the other risks and uncertainties detailed from time to time in our filings with the Securities and Exchange Commission, including those included under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our most recent Annual Report on Form 10-K and Quarterly reports on Form 10-Q.
Media Contact: Laura Burns, 479-713-9890
Investor Contact: Jon Kathol, 479-290-4235
Source: Tyson Foods, Inc.
Category: IR, Newsroom
12
EX-99.2 3 tsn2025q4exh-992xfinal.htm EX-99.2 tsn2025q4exh-992xfinal
Q4 Fiscal 2025 Supplemental Information November 10, 2025


 
Certain information in this presentation constitutes forward-looking statements as contemplated by the Private Securities Litigation Reform Act of 1995. 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 are expressly qualified in their entirety by this cautionary statement and 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) the other risks and uncertainties detailed from time to time in our filings with the Securities and Exchange Commission, including those included under the captions “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and Quarterly reports on Form 10-Q. This presentation contains the financial measures “EBITDA,” “Adjusted EBITDA,” “Adjusted EPS”, “Adjusted Operating Income”, “Adjusted Operating Margin” and “Free Cash Flow” which are not calculated in accordance with U.S. GAAP. A reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measure has been provided in the Appendix. Non-GAAP financial measures should be considered in addition to, but not as a substitute for, the Company's reported GAAP results. Forward-Looking Statements Non-GAAP Financial Measures


 
4Q25 Key Messages Operations Sixth consecutive quarter of YoY growth in Sales, AOI1, and adjusted1 EPS Financial Strength Net leverage ratio1 improved YoY through disciplined capital allocation and sustained operating performance Controlling the Controllables Record Chicken profitability and continued operational efficiencies across segments underscore focused execution amid Beef headwinds 1 Represents a non-GAAP financial measure. Non-GAAP financial measures are explained and reconciled to the most directly comparable GAAP financial measure in the Appendix


 
Consumer Focus on Protein Latest 13 Week Volume Sales % Change Source: NielsenIQ Total U.S. xAOC Fixed Weight Volume EQ Latest 13 Weeks ending 09/27/2025; Food & Beverage = All NielsenIQ Edible Food and Beverage Categories; Circana, Total US, Mulo+, Volume EQ Latest 13 Weeks ending 09/28/2025 1Retail Branded products excluding Fresh and Frozen Protein (Poultry, Beef, and Pork), and Deli. -1.5% +2.4% +8.7% +12.5% +1.6% +11.3% +10.3% +7.8% Total Food & Beverage Branded Frozen Value-Added Chicken Hillshire® Snacking Jimmy Dean ® Breakfast Sausage Hillshire Farm ® Lunch Meats Retail Branded1 Branded Fresh Chicken +7.8% driven by demand for high-quality fresh protein Tyson Foods Retail Branded1 volume up 2.4% driven by key categories, far outpacing total Food & Beverage Wright ® Jimmy Dean ® Bacon


 
Tyson Innovation 4Q25


 
1 Represents a non-GAAP financial measure. Non-GAAP financial measures are explained and reconciled to the most directly comparable GAAP financial measure in the Appendix. 2 Excludes the volume impact of the product recall Sales AOI1 4Q25 (in $m) $2,546 $189 vs PY +3.0% ($16) Volume: (0.3)%2 Price: +4.7% AOI %1: 7.4% YoY: (90) bps Continued Strength in Prepared Foods 4Q25 • Continued progress on our multi-year profitability plan • Highest fill rates since FY’13 and gained share in both volume and dollars


 
1 Represents a non-GAAP financial measure. Non-GAAP financial measures are explained and reconciled to the most directly comparable GAAP financial measure in the Appendix. Sales AOI1 4Q25 (in $m) $4,411 $457 vs PY +3.8% +$101 Volume: +3.7% Price: +0.1% AOI %1: 10.4% YoY: +200 bps Strong Finish to the Year in Chicken 4Q25 • Grew top and bottom line • Fourth consecutive quarter of YoY volume growth, with notable contribution from value-added mix


 
1 Represents a non-GAAP financial measure. Non-GAAP financial measures are explained and reconciled to the most directly comparable GAAP financial measure in the Appendix. 2 Average Sales Price Change and Adjusted Operating Margin (Non-GAAP) exclude a $225 million legal contingency accrual recognized as a reduction to Sales in the fourth quarter of fiscal 2025. Sales AOI1 4Q25 (in $m) $5,489 ($94) vs PY +4.3% ($23) Volume: (8.4)% Price2: +17.0% AOI %1,2: (1.6)% YoY: (30) bps Navigating a Challenging Market in Beef 4Q25 • Sales up on strong pricing, but margins pressured by higher cattle costs; Early signs of heifer retention • Executing controllable actions


 
1 Represents a non-GAAP financial measure. Non-GAAP financial measures are explained and reconciled to the most directly comparable GAAP financial measure in the Appendix. 2 Average Sales Price Change and Adjusted Operating Margin (Non-GAAP) exclude a $130 million legal contingency accrual recognized as a reduction to Sales in the fourth quarter of fiscal 2025. Sales AOI1 4Q25 (in $m) $1,414 $31 vs PY (1.7)% +$12 Volume: (4.2)% Price2: +11.6% AOI %1,2: 2.0% YoY: +70 bps Sustained Profit Growth in Pork 4Q25 • Delivered strongest Q4 AOI1 in four years through operational excellence • Network optimization and value-added mix drove a stronger business


 
Segment Wrap-up 4Q25 Operational Improvements • Gains in 2025, but significant room to improve operations in 2026+ Customer and Consumer Focus • Commitment to customer value and shareholder returns despite challenging market conditions Capitalizing on Protein Demand • Diverse portfolio enables strategic investments and customer partnerships to drive category growth as protein remains a consumer priority


 
4Q ADJUSTED OPERATING INCOME1 (in millions of dollars) $512 $608$101 $22 $12 ($16) ($23) 4Q24 Chicken Int'l/Other Pork Prepared Foods Beef 4Q25 1 Represents a non-GAAP financial measure. Non-GAAP financial measures are explained and reconciled to the most directly comparable GAAP financial measure in the Appendix. 2 Excludes the impact of $355 million in legal contingency accruals. in $m, except EPS (in $ per share) 4Q25 Sales $13,860 AOI1 $608 AOI Margin1 4.3% Adjusted EPS1 $1.15 +4.8%2 vs PY +19% vs PY +25% vs PY +50bps vs PY Enterprise Sales, AOI1 and EPS Performance Fourth Quarter FY25 vs Comparable Prior Year Period


 
$1,458 $1,177 FY24 FY25 $733 $893 FY24 FY25 Dividend Share Repurchase FREE CASH FLOW 1 (in millions of dollars) Leverage Ratio (Net Debt/Adj. LTM EBITDA)1 Capital Expenditures (in millions) Return Cash to Shareholders (in millions) 1 Represents a non-GAAP financial measure. Non-GAAP financial measures are explained and reconciled to the most directly comparable GAAP financial measure in the Appendix. Build Financial Strength Manage our leverage ratio to be at or below our long-term target Invest in our Business Disciplined investments to modernize and expand capacity to support growth Return Cash to Shareholders Committed to returning cash to shareholders through dividends and opportunistic share repurchases Strong Cash Management and Improving Financial Position 4.1x 3.9x 3.6x 3.0x 2.6x 2.3x 2.3x 2.1x 2.1x 4Q23 1Q24 2Q24 3Q24 4Q24 1Q25 2Q25 3Q25 4Q25 375 354 267 263 248 271 193 227 287 4Q23 1Q24 2Q24 3Q24 4Q24 1Q25 2Q25 3Q25 4Q25


 
1 As our accounting cycle results in a 53-week year in fiscal 2026 as compared to a 52-week year in fiscal 2025, the fiscal 2026 outlook is based on a comparable 52-week year. The Company is not able to reconcile its full-year fiscal 2026 projected adjusted results to its fiscal 2026 projected GAAP results because certain information necessary to calculate such measures on a GAAP basis is unavailable or dependent on the timing of future events outside of our control. Therefore, because of the uncertainty and variability of the nature of the number of future adjustments, such as legal contingency accruals and other items which could be significant, the Company is unable to provide a reconciliation for these forward-looking non-GAAP measures without unreasonable effort. Adjusted operating margin should not be considered a substitute for operating margin or any other measures of financial performance reported in accordance with GAAP. Investors should rely primarily on the Company’s GAAP results and use non-GAAP financial measures only supplementally in making investment decisions. Prepared Foods AOI1 $950 – 1,050M Chicken AOI1 $1,250 – 1,500M Beef AOI1 $(600) – (400)M Pork AOI1 $150 – 250M Sales Growth 2% – 4% Total AOI1 $2.1 – 2.3B Net Interest Expense ~$390M Adjusted Tax Rate1 ~25% Capital Expenditures $700 – 1,000M Free Cash Flow1 $800 – 1,300M FY26 Guidance1 Segment Guidance


 
• Delivering progress and profitability through our diversified portfolio, innovation, and operational excellence • Beneficiary of strong consumer demand of protein • Strong execution and disciplined capital allocation position us for continued growth into 2026 and beyond • One Team. One Tyson.


 




Appendix


 
$ millions $512 $608 $922 - $12 - $779 - $35 Q4 2024 AOI Net Volume Impact Sales Price/Mix COGS Price/Mix SG&A Q4 2025 AOI 1 2 4 5 AOI Bridge by P&L Items Fourth Quarter FY25 vs Comparable Prior Year Period 1 1 Represents a non-GAAP financial measure. Non-GAAP financial measures are explained and reconciled to the most directly comparable GAAP financial measure in the Appendix. 2 Represents the net impact of the change in Sales and change in COGS attributable to increased sales volumes. 3 Excludes the impact of legal contingency accruals of $355 million and product recall of $66 million in the fourth quarter of fiscal 2025. 4 Excludes the impacts of a $40 million legal contingency accrual, $12 million of restructuring and related charges, $4 million of income related facility fire insurance proceeds and $25 million of income related to product recall in the fourth quarter of fiscal 2025, and $27 million of plant closures and disposal charges and $48 million of facility fire related costs, net of insurance proceeds in the fourth quarter of fiscal 2024. 5 Excludes the impacts of $6 million and $8 million of brand and product line discontinuations charges in the fourth quarter of fiscal 2025 and fiscal 2024, respectively. 3


 
Adjusted Operating Income (Loss), Adjusted Income (Loss) before Income Taxes, Adjusted Income Tax Expense (Benefit), Adjusted Net Income (Loss) Attributable to Tyson, Adjusted Operating Margin and Adjusted EPS, EBITDA, Adjusted EBITDA, net debt to EBITDA, net leverage ratio or net debt to Adjusted EBITDA, and Free Cash Flow are presented as supplemental financial measures in the evaluation of our business that are not required by, or presented in accordance with GAAP. The non-GAAP financial measures are tools intended to assist our management and investors in comparing our performance on a consistent basis for purposes of business decision-making by removing the impact of certain items that management believes do not directly reflect our core operations on an ongoing basis. These non-GAAP measures should not be a substitute for their comparable GAAP financial measures. Investors should rely primarily on our GAAP results and use non-GAAP financial measures only supplementally in making investment decisions. We believe the presentation of these non-GAAP financial measures helps management and investors to assess our operating performance from period to period, including our ability to generate earnings sufficient to service our debt, enhances understanding of our financial performance and highlights operational trends. These measures are widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies. Our calculation of non-GAAP measures may not be comparable to similarly titled measures reported by other companies and other companies may not define these non-GAAP financial measures in the same way, which may limit their usefulness of comparative measures. Definitions EBITDA is defined as net income before interest, income taxes, depreciation and amortization. Net debt to EBITDA (Adjusted EBITDA) represents the ratio of our debt, net of cash, cash equivalents and short-term investments, to EBITDA (and to Adjusted EBITDA). EBITDA, Adjusted EBITDA, net debt to EBITDA and net debt to Adjusted EBITDA are presented as supplemental financial measurements in the evaluation of our business. Adjusted EBITDA, Adjusted Operating Income (Loss), Adjusted Income (Loss) before Income Taxes, Adjusted Income Tax Expense (Benefit), Adjusted Net Income (Loss) Attributable to Tyson and Adjusted EPS are defined as EBITDA, Operating Income (Loss), Income (Loss) before Income Taxes, Income Tax Expense (Benefit), Net Income (Loss) Attributable to Tyson and diluted earnings per share, respectively, excluding the impacts of any items that management believes do not directly reflect our core operations on an ongoing basis. Free Cash Flow is defined as Cash Provided by Operating Activities minus payments for Property, Plant and Equipment. Non-GAAP Financial Measures


 
GAAP Results to Non-GAAP Results Reconciliations $ in millions, except per share data (Unaudited) 1 Relates to a fire at a Chicken production facility in the fourth quarter of fiscal 2021 and a fire at our production facili ty in the Netherlands in the first quarter of fiscal 2024 that we subsequently decided to sell. 2 Includes the Network Optimization Plan that commenced in fiscal 2025 and the 2022 Program which completed in fiscal 2024. 3 Includes a $40 million charge related to the 2015 sale of our Mexico operation. Sales Cost of Sales Selling, General and Administrative Goodwill Impairment Operating Income Other (Income) Expense Income before Income Taxes Income Tax Expense Net Income Attributable to Tyson EPS Impact GAAP Results $ 158 $ 68 $ 10 $ 47 $ 0.13 Facility fire related costs (insurance proceeds)1 - (4) - - (4) (11) (15) (3) (12) (0.04) Brand and product line discontinuations - - 6 - 6 - 6 2 4 0.01 Restructuring and related charges2 - 12 - - 12 - 12 - 12 0.03 Legal contingency accruals3 355 40 - - 395 - 395 94 301 0.85 Product recall 66 (25) - - 41 - 41 11 30 0.09 Impairment of equity investments - - - - - 28 28 1 27 0.08 Adjusted Non-GAAP Results $ 608 $ 535 $ 115 $ 409 $ 1.15 Sales Cost of Sales Selling, General and Administrative Goodwill Impairment Operating Income Other (Income) Expense Income before Income Taxes Income Tax Expense Net Income Attributable to Tyson EPS Impact GAAP Results $ 525 $ 475 $ 111 $ 357 $ 1.00 Facility fire related costs (insurance proceeds)1 - (48) - - (48) (31) (79) (8) (71) (0.20) Brand and product line discontinuations - - 8 - 8 - 8 2 6 0.02 Plant closure and disposal charges - 27 - - 27 - 27 (10) 37 0.10 Adjusted Non-GAAP Results $ 512 $ 431 $ 95 $ 329 $ 0.92 Results for the fourth quarter ended September 27, 2025 Results for the fourth quarter ended September 28, 2024


 
GAAP Results to Non-GAAP Results Reconciliations $ in millions, except per share data (Unaudited) Sales Cost of Sales Selling, General and Administrative Goodwill Impairment Operating Income Other (Income) Expense Income before Income Taxes Income Tax Expense Net Income Attributable to Tyson EPS Impact GAAP Results $ 260 $ 193 $ 124 $ 61 $ 0.17 Facility fire related costs (insurance proceeds)1 - (14) - - (14) - (14) - (14) (0.04) Brand and product line discontinuations - - 5 - 5 - 5 1 4 0.01 Restructuring and related charges2 - (83) - - (83) - (83) (18) (65) (0.18) Plant closure and disposal charges3 - (6) - - (6) - (6) (1) (4) (0.01) Goodwill and intangible impairments4 - - - 343 343 - 343 - 343 0.96 Adjusted Non-GAAP Results $ 505 $ 438 $ 106 $ 325 $ 0.91 Sales Cost of Sales Selling, General and Administrative Goodwill Impairment Operating Income Other (Income) Expense Income before Income Taxes Income Tax Expense Net Income Attributable to Tyson EPS Impact GAAP Results $ 341 $ 253 $ 57 $ 191 $ 0.54 Facility fire related costs (insurance proceeds)1 - 8 - - 8 - 8 1 7 0.02 Legal contingency accruals 45 56 - - 101 - 101 23 78 0.22 Plant closure and disposal charges - 41 - - 41 - 41 8 33 0.09 Adjusted Non-GAAP Results $ 491 $ 403 $ 89 $ 309 $ 0.87 Results for the third quarter ended June 28, 2025 Results for the third quarter ended June 29, 2024 1 Relates to a fire at a Chicken production facility in the fourth quarter of fiscal 2021 and includes insurance recoveries and charges related to a fire at our production facility in the Netherlands in the first quarter of fiscal 2024 and subsequent decision to sell the facility. 2 Includes the Network Optimization Plan that commenced in fiscal 2025 and gain on sale of storage facilities in the third quarter of fiscal 2025. 3 Includes China plant relocation remuneration and related EPS impact, net of $1 million associated with Net Income (Loss) Attributable to Noncontrolling Interests, for the third quarter ended June 28, 2025. 4 Goodwill impairment is non-deductible for income tax purposes.


 
Sales Cost of Sales Selling, General and Administrative Operating Income Other (Income) Expense Income before Income Taxes Income Tax Expense Net Income Attributable to Tyson EPS Impact GAAP Results $ 100 $ 30 $ 16 $ 7 $ 0.02 Brand and product line discontinuations - - 6 6 - 6 1 5 0.02 Restructuring and related charges1 - 43 - 43 - 43 5 38 0.10 Legal contingency accruals 343 - - 343 - 343 81 262 0.73 Plant closure and disposal charges - 23 - 23 - 23 6 17 0.05 Adjusted Non-GAAP Results $ 515 $ 445 $ 109 $ 329 $ 0.92 Sales Cost of Sales Selling, General and Administrative Operating Income Other (Income) Expense Income before Income Taxes Income Tax Expense Net Income Attributable to Tyson EPS Impact GAAP Results $ 312 $ 203 $ 55 $ 145 $ 0.41 Facility fire related costs (insurance proceeds)2 - 54 - 54 - 54 - 54 0.15 Restructuring and related charges1 - (3) 4 1 - 1 - 1 - Plant closure and disposal charges - 39 - 39 - 39 19 20 0.06 Adjusted Non-GAAP Results $ 406 $ 297 $ 74 $ 220 $ 0.62 Results for the second quarter ended March 29, 2025 Results for the second quarter ended March 30, 2024 GAAP Results to Non-GAAP Results Reconciliations $ in millions, except per share data (Unaudited) 1 Includes the Network Optimization Plan that commenced in fiscal 2025 and the 2022 Program which completed in fiscal 2024. 2 Relates to a fire at a Chicken production facility in the fourth quarter of fiscal 2021 and a fire at our production facili ty in the Netherlands in the first quarter of fiscal 2024 that we subsequently decided to sell.


 
Sales Cost of Sales Selling, General and Administrative Operating Income Other (Income) Expense Income before Income Taxes Income Tax Expense Net Income Attributable to Tyson EPS Impact GAAP Results $ 580 $ 478 $ 112 $ 359 $ 1.01 Facility fire related costs (insurance proceeds)1 - - - - (7) (7) 7 (14) (0.04) Brand and product line discontinuations - - 6 6 - 6 2 4 0.01 Restructuring and related charges2 - 71 2 73 - 73 17 56 0.16 Adjusted Non-GAAP Results $ 659 $ 550 $ 138 $ 405 $ 1.14 Sales Cost of Sales Selling, General and Administrative Operating Income Other (Income) Expense Income before Income Taxes Income Tax Expense Net Income Attributable to Tyson EPS Impact GAAP Results $ 231 $ 161 $ 47 $ 107 $ 0.30 Facility fire related costs (insurance proceeds)1 - 2 - 2 (3) (1) (6) 5 0.01 Restructuring and related charges2 - 3 27 30 - 30 8 22 0.06 Legal contingency accruals - 73 - 73 - 73 18 55 0.16 Plant closure and disposal charges - 75 - 75 - 75 19 56 0.16 Adjusted Non-GAAP Results $ 411 $ 338 $ 86 $ 245 $ 0.69 Results for the first quarter ended December 28, 2024 Results for the first quarter ended December 30, 2023 GAAP Results to Non-GAAP Results Reconciliations $ in millions, except per share data (Unaudited) 1 Relates to a fire at a Chicken production facility in the fourth quarter of fiscal 2021 and a fire at our production facili ty in the Netherlands in the first quarter of fiscal 2024 that we subsequently decided to sell. 2 Includes the Network Optimization Plan that commenced in fiscal 2025 and the 2022 Program which completed in fiscal 2024.


 
Sales Cost of Sales Selling, General and Administrative Goodwill Impairment Operating Income (Loss) Other (Income) Expense Income (Loss) before Income Taxes Income Tax Expense (Benefit) Net Income (Loss) Attributable to Tyson EPS Impact GAAP Results $ (463) $ (556) $ (113) $ (450) $ (1.31) Facility fire related costs (insurance proceeds)1 - 4 - - 4 - 4 1 3 0.01 Brand and product line discontinuations - 17 - - 17 - 17 4 13 0.04 Restructuring and related charges2 - 6 25 - 31 - 31 8 23 0.06 Legal contingency accruals 118 - - - 118 - 118 30 88 0.25 Plant closure and disposal charges3 - 196 - - 196 - 196 50 149 0.42 Goodwill and intangible impairments4 - - - 333 333 - 333 - 333 0.93 Remeasurement of net deferred tax liabilities at lower enacted state tax rates - - - - - - - 26 (26) (0.07) Impact of antidilutive securities5 - - - - - - - - - 0.04 Adjusted Non-GAAP Results $ 236 $ 143 $ 6 $ 133 $ 0.37 Sales Cost of Sales Selling, General and Administrative Goodwill Impairment Operating Income (Loss) Other (Income) Expense Income (Loss) before Income Taxes Income Tax Expense (Benefit) Net Income (Loss) Attributable to Tyson EPS Impact GAAP Results $ (350) $ (426) $ 9 $ (417) $ (1.18) Facility fire related costs (insurance proceeds)1 - (22) - - (22) (22) (44) (11) (33) (0.10) Restructuring and related charges2 - 19 31 - 50 - 50 12 38 0.11 Legal contingency accruals 38 - - - 38 - 38 9 29 0.08 Plant closure and disposal charges - 15 - - 15 - 15 3 12 0.04 Goodwill and intangible impairments4 - - - 448 448 - 448 - 424 1.20 Adjusted Non-GAAP Results $ 179 $ 81 $ 22 $ 53 $ 0.15 Sales Cost of Sales Selling, General and Administrative Goodwill Impairment Operating Income (Loss) Other (Income) Expense Income (Loss) before Income Taxes Income Tax Expense (Benefit) Net Income (Loss) Attributable to Tyson EPS Impact GAAP Results $ (49) $ (130) $ (39) $ (97) $ (0.28) Restructuring and related charges2 - (4) 26 - 22 - 22 5 17 0.05 Plant closure and disposal charges - 92 - - 92 - 92 24 68 0.19 Adjusted Non-GAAP Results $ 65 $ (16) $ (10) $ (12) $ (0.04) Results for the fourth quarter ended September 30, 2023 Results for the third quarter ended July 1, 2023 Results for the second quarter ended April 1, 2023 GAAP Results to Non-GAAP Results Reconciliations $ in millions, except per share data (Unaudited) 1 Relates to a fire at a Chicken production facility in the fourth quarter of fiscal 2021 and a fire at our production facili ty in the Netherlands in the first quarter of fiscal 2024 that we subsequently decided to sell. 2 Relates to the 2022 Program which completed in fiscal 2024. 3 Includes China plant relocation remuneration and the EPS impact was net of $3 million associated with Net Income (Loss) Attributable to Noncontrolling Interests. 4 Goodwill impairment is non-deductible for income tax purposes and the EPS impact is net of $24 million associated with Net Income (Loss) Attributable to Noncontrolling Interests for the third quarter ended July 1, 2023. 5 GAAP EPS, Net Income (Loss) Per Share Attributable to Tyson, excluded the impact of certain antidilutive securities given the Company incurring a net loss for fiscal 2023. Adjusted Non-GAAP EPS is in a net income position, and thus, the impact of the otherwise antidilutive securities under GAAP EPS were added back in the calculation of Adjusted Non-GAAP EPS.


 
Adjusted Operating Income (Loss) Non-GAAP Reconciliations $ in millions (Unaudited) Beef Pork Chicken Prepared Foods International/ Other Reported operating income (loss) $ (319) (99)$ 447$ 143$ (14)$ 158$ (Less): Facility fire related costs (insurance proceeds)1 - - - - (4) (4) Add: Brand and product line discontinuations - - 6 - - 6 Add: Restructuring and related charges2 - - 4 5 3 12 Add: Legal contingency accruals3 225 130 - - 40 395 Add: Product recall - - - 41 - 41 Adjusted operating income (loss) (94)$ 31$ 457$ 189$ 25$ 608$ Beef Pork Chicken Prepared Foods International/ Other Total Reported operating income (loss) (71)$ (16)$ 409$ 203$ -$ 525$ Add/(Less): Facility fire related costs (insurance proceeds)1 - - (51) - 3 (48) Add: Brand and product line discontinuations - - 6 2 - 8 Add/(Less): Plant closure and disposal charges - 35 (8) - - 27 Adjusted operating income (loss) (71)$ 19$ 356$ 205$ 3$ 512$ Adjusted Segment Operating Income (Loss)  Adjusted Segment Operating Income (Loss)  (for the fourth quarter ended September 28, 2024) (for the fourth quarter ended September 27, 2025) Total 1 Relates to a fire at a Chicken production facility in the fourth quarter of fiscal 2021 and a fire at our production facili ty in the Netherlands in the first quarter of fiscal 2024 that we subsequently decided to sell. 2 Includes the Network Optimization Plan that commenced in fiscal 2025 and the 2022 Program which completed in fiscal 2024. 3 Includes a $40 million charge related to the 2015 sale of our Mexico operation.


 
1 Excludes the amortization of debt issuance and debt discount expense of $11 million and $12 million for the twelve months ended September 27, 2025 and September 28, 2024, respectively, as it is included in interest expense. 2 Relates to a fire at a Chicken production facility in the fourth quarter of fiscal 2021 and a fire at our production facili ty in the Netherlands in the first quarter of fiscal 204 that we subsequently decided to sell. 3 Includes the Network Optimization Plan that commenced in fiscal 2025 and the 2022 Program which completed in fiscal 2024. 4 Includes a $40 million charge related to the 2015 sale of our Mexico operation. 5 Includes China plant relocation remuneration and related EPS impact, net of $1 million associated with Net Income (Loss) Attributable to Noncontrolling Interests, for the twelve months ended September 27, 2025. 6 Removal of accelerated depreciation of $39 million related to network optimization plan charges for the twelve months ended September 27, 2025 and $127 million related to plant closures and disposals for the twelve months ended September 28, 2024 as they are already included in depreciation expense. Removal of accelerated amortization of $23 million and $2 million related to brand discontinuation for the twelve months ended September 27, 2025 and September 28, 2024, respectively, as they are already included in amortization expense. EBITDA and Adjusted EBITDA Non-GAAP Reconciliations $ in millions (Unaudited) September 27, 2025 September 28, 2024 Net income 507$ 822$ Less: Interest income (73) (89) Add: Interest expense 449 481 Add: Income tax expense 262 270 Add: Depreciation 1,093 1,159 Add: Amortization1 257 229 EBITDA 2,495$ 2,872$ Adjustments to EBITDA: Less: Facility fire related costs (insurance proceeds)2 (36)$ (18)$ Add: Brand and product line discontinuations 23 8 Add: Restructuring and related charges3 45 31 Add: Legal contingency accruals4 738 174 Add: Plant closure and disposal charges5 17 182 Add: Goodwill and intangible impairments 343 - Add: Product recall 41 - Add: Impairment of equity investments 28 - Less: Depreciation and amortization included in EBITDA adjustments6 (62) (129) Total Adjusted EBITDA 3,632$ 3,120$ Total gross debt 8,830$ 9,787$ Less: Cash and cash equivalents (1,229) (1,717) Less: Short-term investments - (10) Total net debt 7,601$ 8,060$ Ratio Calculations: Gross debt/EBITDA 3.5x 3.4x Net debt/EBITDA 3.0x 2.8x Gross debt/Adjusted EBITDA 2.4x 3.1x Net debt/Adjusted EBITDA 2.1x 2.6x Twelve Months Ended


 
1 Excludes the amortization of debt issuance and debt discount expense of $8 million for the nine months ended June 28, 2025, $9 million for the nine months ended June 29, 2024, $12 million for the fiscal year ended September 28, 2024 and $11 million for the twelve months ended June 28, 2025 as it is included in interest expense. 2 Relates to a fire at a Chicken production facility in the fourth quarter of fiscal 2021 and a fire at our production facili ty in the Netherlands in the first quarter of fiscal 204 that we subsequently decided to sell. 3 Includes the Network Optimization Plan that commenced in fiscal 2025 and gain on sale of storage facilities in the third quarter of fiscal 2025, and the 2022 Program which completed in fiscal 2024. 4 Includes China plant relocation remuneration and related EPS impact, net of $1 million associated with Net Income (Loss) Attributable to Noncontrolling Interests. 5 Removal of accelerated depreciation of $39 million related to network optimization plan charges for the nine and twelve months ended June 28, 2025 and $127 million related to plant closures and disposals for the nine months ended June 29, 2024 and twelve months ended September 28, 2024 as they are already included in depreciation expense. Removal of accelerated amortization of $17 million, $2 million and $19 million related to brand discontinuation for the nine months ended June 28, 2025, the twelve months ended September 28, 2024 and the twelve months ended June 28, 2025, respectively, as they are already included in amortization expense. Fiscal Year Ended Twelve Months Ended June 28, 2025 June 29, 2024 September 28, 2024 June 28, 2025 Net income 449$ 458$ 822$ 813$ Less: Interest income (57) (60) (89) (86) Add: Interest expense 343 351 481 473 Add: Income tax expense 252 159 270 363 Add: Depreciation 828 902 1,159 1,085 Add: Amortization1 193 171 229 251 EBITDA 2,008$ 1,981$ 2,872$ 2,899$ Adjustments to EBITDA: Add/(Less): Facility fire related costs (insurance proceeds)2 (21)$ 61$ (18)$ (100)$ Add: Brand and product line discontinuations 17 - 8 25 Add: Restructuring and related charges3 33 31 31 33 Add: Legal contingency accruals 343 174 174 343 Add: Plant closure and disposal charges4 17 155 182 44 Add: Goodwill and intangible impairments 343 - - 343 Less: Depreciation and amoritization included in EBITDA adjustments5 (56) (127) (129) (58) Total Adjusted EBITDA 2,684$ 2,275$ 3,120$ 3,529$ Total gross debt 9,787$ 9,065$ Less: Cash and cash equivalents (1,717) (1,547) Less: Short-term investments (10) (1) Total net debt 8,060$ 7,517$ Ratio Calculations: Gross debt/EBITDA 3.4x 3.1x Net debt/EBITDA 2.8x 2.6x Gross debt/Adjusted EBITDA 3.1x 2.6x Net debt/Adjusted EBITDA 2.6x 2.1x Nine Months Ended EBITDA and Adjusted EBITDA Non-GAAP Reconciliations $ in millions (Unaudited)


 
1 Excludes the amortization of debt issuance and debt discount expense of $5 million for the six months ended March 29, 2025 and March 30, 2024, and $12 million for the fiscal year ended September 28, 2024 and the twelve months ended March 29, 2025 as it is included in interest expense. 2 Relates to a fire at a Chicken production facility in the fourth quarter of fiscal 2021 and a fire at our production facili ty in the Netherlands in the first quarter of fiscal 2024 that we subsequently decided to sell. 3 Includes the Network Optimization Plan that commenced in fiscal 2025 and the 2022 Program which completed in fiscal 2024. 4 Removal of accelerated depreciation of $39 million related to network optimization plan charges for the six and twelve months ended March 29, 2025, $92 million related to plant closures and disposals for the six months ended March 30, 2024, $127 million related to plant closures and disposals for the twelve months ended September 28, 2024, and $35 million related to plant closures and disposals for the twelve months ended March 29, 2025 as they are already included in depreciation expense. Removal of accelerated amortization of $12 million, $2 million and $14 million related to brand discontinuation for the six months ended March 29, 2025, the twelve months ended September 28, 2024 and the twelve months ended March 29, 2025, respectively, as they are already included in amortization expense. Fiscal Year Ended Twelve Months Ended March 29, 2025 March 30, 2024 September 28, 2024 March 29, 2025 Net income 380$ 262$ 822$ 940$ Less: Interest income (42) (24) (89) (107) Add: Interest expense 230 216 481 495 Add: Income tax expense 128 102 270 296 Add: Depreciation 566 602 1,159 1,123 Add: Amortization1 129 115 229 243 EBITDA 1,391$ 1,273$ 2,872$ 2,990$ Adjustments to EBITDA: Add/(Less): Facility fire related costs (insurance proceeds)2 (7)$ 53$ (18)$ (78)$ Add: Brand and product line discontinuations 12 - 8 20 Add: Restructuring and related charges3 116 31 31 116 Add: Legal contingency accruals 343 73 174 444 Add: Plant closure and disposal charges 23 114 182 91 Less: Depreciation and amortization included in EBITDA adjustments4 (51) (92) (129) (88) Total Adjusted EBITDA 1,827$ 1,452$ 3,120$ 3,495$ Total gross debt $ 9,787 $ 9,068 Less: Cash and cash equivalents (1,717) (992) Less: Short-term investments (10) - Total net debt 8,060$ 8,076$ Ratio Calculations: Gross debt/EBITDA 3.4x 3.0x Net debt/EBITDA 2.8x 2.7x Gross debt/Adjusted EBITDA 3.1x 2.6x Net debt/Adjusted EBITDA 2.6x 2.3x Six Months Ended EBITDA and Adjusted EBITDA Non-GAAP Reconciliations $ in millions (Unaudited)


 
1 Excludes the amortization of debt issuance and debt discount expense of $3 million and $2 million for the three months ended December 28, 2024 and December 30, 2023, respectively, and $12 million and $13 million for the fiscal year ended September 28, 2024 and the twelve months ended December 28, 2024, respectively, as it is included in interest expense.​ 2 Relates to a fire at a Chicken production facility in the fourth quarter of fiscal 2021 and a fire at our production facili ty in the Netherlands in the first quarter of fiscal 2024 that we subsequently decided to sell. 3 Includes the Network Optimization Plan that commenced in fiscal 2025 and the 2022 Program which completed in fiscal 2024. 4 Removal of accelerated depreciation of $23 million related to network optimization plan charges for the three and twelve months ended December 28, 2024, $60 million related to plant closures and disposals for the three months ended December 30, 2023, $127 million related to plant closures and disposals for the twelve months ended September 28, 2024, and $67 million related to plant closures and disposals for the twelve months ended December 28, 2024 as they are already included in depreciation expense. Removal of accelerated amortization of $6 million, $2 million and $8 million related to brand discontinuation for the three months ended December 28, 2024, the twelve months ended September 28, 2024 and the twelve months ended December 28, 2024, respectively, as they are already included in amortization expense. Fiscal Year Ended Twelve Months Ended December 28,2024 December 30, 2023 September 28, 2024 December 28,2024 Net income 366$ 114$ 822$ 1,074$ Less: Interest income (25) (10) (89) (104) Add: Interest expense 120 105 481 496 Add: Income tax expense 112 47 270 335 Add: Depreciation 281 312 1,159 1,128 Add: Amortization1 64 59 229 234 EBITDA 918$ 627$ 2,872$ 3,163$ Adjustments to EBITDA: Less: Facility fire related costs (insurance proceeds)2 (7)$ (1)$ (18)$ (24)$ Add: Brand and product line discontinuations 6 - 8 14 Add: Restructuring and related charges3 73 30 31 74 Add: Legal contingency accruals - 73 174 101 Add: Plant closure and disposal charges - 75 182 107 Less: Depreciation and amortization included in EBITDA adjustments4 (29) (60) (129) (98) Total Adjusted EBITDA 961$ 744$ 3,120$ 3,337$ Total gross debt $ 9,787 $ 9,806 Less: Cash and cash equivalents (1,717) (2,292) Less: Short-term investments (10) (1) Total net debt 8,060$ 7,513$ Ratio Calculations: Gross debt/EBITDA 3.4x 3.1x Net debt/EBITDA 2.8x 2.4x Gross debt/Adjusted EBITDA 3.1x 2.9x Net debt/Adjusted EBITDA 2.6x 2.3x Three Months Ended EBITDA and Adjusted EBITDA Non-GAAP Reconciliations $ in millions (Unaudited)


 
1 Excludes the amortization of debt issuance and debt discount expense of $9 million for the nine months ended June 29, 2024, $7 million for the nine months ended July 1, 2023, $10 million for the fiscal year ended September 30, 2023 and $12 million for the twelve months ended June 29, 2024 as it is included in interest expense. 2 Relates to fires at production facilities in Chicken in the fourth quarter of fiscal 2021, Beef in the fourth quarter of fiscal 2019, and our production facility in the Netherlands in the first quarter of fiscal 2024 that we subsequently decided to sell. 3 Relates to the 2022 Program which completed in fiscal 2024. 4 Includes China plant relocation remuneration. 5 Removal of accelerated depreciation of $127 million related to plant closures and disposals for the nine months ended June 29, 2024; $14 million related to restructuring and related charges and $24 million related to plant closures and disposals for the nine months ended July 1, 2023; $19 million related to restructuring and related charges and $114 million related to plant closures and disposals for the twelve months ended September 30, 2023; and $5 million related to restructuring and related charges and $217 million related to plant closures and disposals for the twelve months ended June 29, 2024 as they are already included in depreciation expense. Fiscal Year Ended Twelve Months Ended June 29, 2024 July 1, 2023 September 30, 2023 June 29, 2024 Net income (loss) 458$ (206)$ (649)$ 15$ Less: Interest income (60) (22) (30) (68) Add: Interest expense 351 262 355 444 Add/(Less): Income tax expense (benefit) 159 84 (29) 46 Add: Depreciation 902 762 1,100 1,240 Add: Amortization1 171 174 229 226 EBITDA 1,981$ 1,054$ 976$ 1,903$ Adjustments to EBITDA: Add/(Less): Facility fire related costs (insurance proceeds)2 61$ (79)$ (75)$ 65$ Add: Brand and product line discontinuation - - 17 17 Add: Restructuring and related charges3 31 93 124 62 Add: Legal contingency accruals 174 38 156 292 Add: Plant closure and disposal charges4 155 107 303 351 Add: Goodwill and intangible impairments - 448 781 333 Less: Depreciation included in EBITDA adjustments5 (127) (38) (133) (222) Total Adjusted EBITDA 2,275$ 1,623$ 2,149$ 2,801$ Total gross debt $ 9,506 $ 11,021 Less: Cash and cash equivalents (573) (2,569) Less: Short-term investments (15) (13) Total net debt 8,918$ 8,439$ Ratio Calculations: Gross debt/EBITDA 9.7x 5.8x Net debt/EBITDA 9.1x 4.4x Gross debt/Adjusted EBITDA 4.4x 3.9x Net debt/Adjusted EBITDA 4.1x 3.0x Nine Months Ended EBITDA and Adjusted EBITDA Non-GAAP Reconciliations $ in millions, except per share data (Unaudited)


 
1 Excludes the amortization of debt issuance and debt discount expense of $5 million for the six months ended March 30, 2024 and April 1, 2023, and $10 million for the fiscal year ended September 30, 2023 and the twelve months ended March 30, 2024 as it is included in interest expense. 2 Relates to fires at production facilities in Chicken in the fourth quarter of fiscal 2021, Beef in the fourth quarter of fiscal 2019, and our production facility in the Netherlands in the first quarter of fiscal 2024 that we subsequently decided to sell. 3 Relates to the 2022 Program which completed in fiscal 2024. 4 Includes China plant relocation remuneration. 5 Removal of accelerated depreciation of $92 million related to plant closures and disposals for the six months ended March 30, 2024; $10 million related to restructuring and related charges and $9 million related to plant closures and disposals for the six months ended April 1, 2023; $19 million related to restructuring and related charges and $114 million related to plant closures and disposals for the twelve months ended September 30, 2023; and $9 million related to restructuring and related charges and $197 million related to plant closures and disposals for the twelve months ended March 30, 2024 as they are already included in depreciation expense. Fiscal Year Ended Twelve Months Ended March 30, 2024 April 1, 2023 September 30, 2023 March 30, 2024 Net income (loss) 262$ 229$ (649)$ (616)$ Less: Interest income (24) (16) (30) (38) Add: Interest expense 216 173 355 398 Add/(Less): Income tax expense (benefit) 102 75 (29) (2) Add: Depreciation 602 500 1,100 1,202 Add: Amortization1 115 115 229 229 EBITDA 1,273$ 1,076$ 976$ 1,173$ Adjustments to EBITDA: Add/(Less): Facility fire related costs (insurance proceeds)2 53$ (35)$ (75)$ 13$ Add: Brand and product line discontinuations - - 17 17 Add: Restructuring and related charges3 31 43 124 112 Add: Legal contingency accruals 73 - 156 229 Add: Plant closure and disposal charges4 114 92 303 325 Add: Goodwill and intangible impairments - - 781 781 Less: Depreciation included in EBITDA adjustments5 (92) (19) (133) (206) Total Adjusted EBITDA 1,452$ 1,157$ 2,149$ 2,444$ Total gross debt $ 9,506 $ 10,960 Less: Cash and cash equivalents (573) (2,182) Less: Short-term investments (15) (16) Total net debt 8,918$ 8,762$ Ratio Calculations: Gross debt/EBITDA 9.7x 9.3x Net debt/EBITDA 9.1x 7.5x Gross debt/Adjusted EBITDA 4.4x 4.5x Net debt/Adjusted EBITDA 4.1x 3.6x Six Months Ended EBITDA and Adjusted EBITDA Non-GAAP Reconciliations $ in millions, except per share data (Unaudited)


 
1 Excludes the amortization of debt issuance and debt discount expense of $2 million for the three months ended December 30, 2023 and December 31, 2022, and $10 million for the fiscal year ended September 30, 2023 and the twelve months ended December 30, 2023 as it is included in interest expense.​ 2 Relates to fires at production facilities in Chicken in the fourth quarter of fiscal 2021, Beef in the fourth quarter of fiscal 2019, and our production facility in the Netherlands in the first quarter of fiscal 2024 that we subsequently decided to sell. 3 Relates to the 2022 Program which completed in fiscal 2024. 4 Includes China plant relocation remuneration. 5 Removal of accelerated depreciation of $60 million related to plant closures and disposals for the three months ended December 30, 2023; $6 million related to restructuring and related charges for the three months ended December 31, 2022; $19 million related to restructuring and related charges and $114 million related to plant closures and disposals for the twelve months ended September 30, 2023; and $13 million related to restructuring and related charges and $174 million related to plant closures and disposals for the twelve months ended December 30, 2023 as they are already included in depreciation expense. Fiscal Year Ended Twelve Months Ended December 30,2023 December 31, 2022 September 30, 2023 December 30,2023 Net income (loss) 114$ 320$ (649)$ (855)$ Less: Interest income (10) (9) (30) (31) Add: Interest expense 105 84 355 376 Add/(Less): Income tax expense (benefit) 47 114 (29) (96) Add: Depreciation 312 243 1,100 1,169 Add: Amortization1 59 58 229 230 EBITDA 627$ 810$ 976$ 793$ Adjustments to EBITDA: Less: Facility fire related costs (insurance proceeds)2 (1)$ (35)$ (75)$ (41)$ Add: Brand and product line discontinuations - - 17 17 Add: Restructuring and related charges3 30 21 124 133 Add: Legal contingency accruals 73 - 156 229 Add: Plant closure and disposal charges4 75 - 303 378 Add: Goodwill and intangible impairments - - 781 781 Less: Depreciation included in EBITDA adjustments5 (60) (6) (133) (187) Total Adjusted EBITDA 744$ 790$ 2,149$ 2,103$ Total gross debt $ 9,506 $ 9,678 Less: Cash and cash equivalents (573) (1,484) Less: Short-term investments (15) (15) Total net debt 8,918$ 8,179$ Ratio Calculations: Gross debt/EBITDA 9.7x 12.2x Net debt/EBITDA 9.1x 10.3x Gross debt/Adjusted EBITDA 4.4x 4.6x Net debt/Adjusted EBITDA 4.1x 3.9x Three Months Ended EBITDA and Adjusted EBITDA Non-GAAP Reconciliations $ in millions, except per share data (Unaudited)


 
Free Cash Flow Non-GAAP Reconciliation $ in millions (Unaudited) September 27, 2025 September 28, 2024 Cash Provided by Operating Activities 2,155$ 2,590$ Additions to property, plant and equipment (978) (1,132) Free cash flow 1,177$ 1,458$ Twelve Months Ended