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Q3 Fiscal 2025 Supplemental Information August 4, 2025
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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 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) global pandemics have had, and may in the future have, an adverse impact on our business and operations; (ii) the effectiveness of restructuring or financial excellence programs; (iii) access to, and inputs from, foreign markets, together with foreign economic conditions, including currency fluctuations, import/export restrictions and foreign politics; (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) 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
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3Q25 Key Messages Operations Fifth consecutive quarter of YoY growth in Sales, AOI1, and adjusted1 EPS Financial Strength Net leverage ratio improved YoY and QoQ through disciplined capital allocation Controlling the Controllables Focused execution is delivering results amid a dynamic macro backdrop 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
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Consumer Focus on Protein Latest 13 Week Volume Sales % Change Source: NielsenIQ Total U.S. xAOC Fixed Weight Volume EQ Latest 13 Weeks ending 06/28/2025; Food & Beverage = All NielsenIQ Edible Food and Beverage Categories; Circana, Total US, Mulo+, Volume EQ Latest 13 Weeks ending 06/29/2025 1Retail Branded products excluding Fresh and Frozen Protein (Poultry, Beef, and Pork), and Deli. -0.3% 1.5% 10.0% 20.1% 6.1% 2.8% 4.2% 2.3% Total Food & Beverage Branded Frozen Value-Added Chicken Hillshire® Snacking Jimmy Dean ® Breakfast Sausage Jimmy Dean ® Frozen Protein Breakfast Hillshire Farm ® Lunch Meats Retail Branded1 Branded Fresh Chicken +2.3% driven by demand for high-quality fresh protein Tyson Foods Retail Branded1 volume up 1.5% driven by key categories, far outpacing total Food & Beverage
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Prepared Foods • Delivered strong profit and margin gains as part of our long-term improvement plan • Returned to sales growth 3Q25 Segment Highlights 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. Beef • Managed through tight cattle supply with disciplined execution • Focusing on efficiencies and value-added mix to improve fundamentals Pork • Delivered strongest Q3 AOI1 in four years through operational excellence • Improved utilization, labor, and mix drove a stronger business Chicken • Grew top and bottom line, led by value-added volume and favorable mix • Third consecutive quarter of YoY volume growth
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3Q ADJUSTED OPERATING INCOME1 (in millions of dollars) $491 $505 $43 $38 $14 $1 ($82) 3Q24 Prepared Foods Chicken Pork Int'l/Other Beef 3Q25 1 Represents a non-GAAP financial measure. Non-GAAP financial measures are explained and reconciled to the most directly comparabl e GAAP financial measure in the Appendix. 2 Adjusted Operating Margin (Non-GAAP) excludes a $45 million legal contingency accrual recognized as a reduction to Sales in the third quarter of fiscal 2024. in $m, except EPS (in $ per share) 3Q25 Sales $13,884 AOI1 $505 AOI Margin1,2 3.6% Adjusted EPS1 $0.91 +4% vs PY* +3% vs PY +5% vs PY (10)bps vs PY Enterprise Sales, AOI and EPS Performance Third Quarter FY25 vs Comparable Prior Year Period
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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 3Q25 (in $m) $2,515 $246 vs PY +3.4% +$43 Volume: (2.3)% Price: +5.7% AOI %1: 9.8% YoY: +150 bps Strong Performance in Prepared Foods 3Q25
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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 3Q25 (in $m) $4,220 $345 vs PY +3.5% +$38 Volume: +2.4% Price: +1.1% AOI %1: 8.2% YoY: +70 bps Solid Results in Chicken 3Q25
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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 3Q25 (in $m) $5,603 ($151) vs PY +6.9% ($82) Volume: (3.1)% Price: +10.0% AOI %1: (2.7)% YoY: (140) bps Beef Reflects Challenging Market Conditions 3Q25
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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 $45 million legal contingency accrual recognized as a reduction to Sales in the third quarter of fiscal 2024. Sales AOI1 3Q25 (in $m) $1,506 $36 vs PY +3.0% +$14 Volume: +1.5% Price2: (1.6)% AOI %1,2: 2.4% YoY: +90 bps Significant AOI1 Growth in Pork 3Q25
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589 508 467 375 354 267 263 248 271 193 227 1Q23 2Q23 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 1Q25 2Q25 3Q25 1.6x 2.4x 3.2x 4.1x 3.9x 3.6x 3.0x 2.6x 2.3x 2.3x 2.1x 1Q23 2Q23 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 1Q25 2Q25 3Q25 $1,089 $929 YTD'24 YTD'25 $557 $566 YTD'24 YTD'25 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
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1 The Company is not able to reconcile its full-year fiscal 2025 projected adjusted results to its fiscal 2025 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 $925 – 1,000M Chicken AOI1 $1,300 – 1,400M Beef AOI1 $(475) – (375)M Pork AOI1 $175 – 200M Sales Growth 2% – 3% Total AOI1 $2.1 – 2.3B Net Interest Expense ~$375M Adjusted Tax Rate1 ~25% Capital Expenditures ≤ $1B Free Cash Flow1 $1.0 – 1.3B FY25 Guidance1
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• Positioned for growth fueled by our portfolio strength and innovation • Delivering value through purpose and performance • One Team. One Tyson.
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Appendix
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$ millions $491 $505 $495 $4 - $1 - $484 Q3 2024 AOI Net Volume Impact Sales Price/Mix COGS Price/Mix SG&A Q3 2025 AOI 12 4 5 AOI Bridge by P&L Items Third 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 $45 million in the third quarter of fiscal 2024. 4 Excludes the impacts of $83 million of network optimization plan gain, $14 million of income related to a production facility fire and subsequent decision to sell the facility in the Netherlands and $6 million of income related to the China plant relocation remuneration in the third quarter of fiscal 2025, and $56 million of legal contingency accruals, $41 million of plant closure charges, $5 million of production facility fire costs incurred, net of insurance proceeds and $3 million of costs related to a production facility fire and subsequent decision to sell the facility in the Netherlands in the third quarter of fiscal 2024. 5 Excludes the impacts of $5 million of brand discontinuation charges in the third quarter of fiscal 2025. 3
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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
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GAAP Results to Non-GAAP Results Reconciliations $ in millions, except per share data (Unaudited) 1 Includes gain on sale of storage facilities in the third quarter of fiscal 2025. 2 Includes insurance recoveries and charges related to a fire at our production facility in the Netherlands in the first quar ter of fiscal 2024 and subsequent decision to sell the facility. 3 The China plant relocation remuneration EPS impact is net of $1 million associated with Net Income (Loss) Attributable to Noncontrolling Interests. 4 Goodwill impairment is non-deductible for income tax purposes. 5 Relates to a fire at a Chicken production facility in the fourth quarter of fiscal 2021. 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 GAAP Results $ 260 $ 193 $ 124 $ 61 Brand discontinuation - - 5 - 5 - 5 1 4 Network opitmization plan1 - (83) - - (83) - (83) (18) (65) The Netherlands facility2 - (14) - - (14) - (14) - (14) China plant relocation remuneration3 - (6) - - (6) - (6) (1) (4) Goodwill impairment4 - - - 343 343 - 343 - 343 Adjusted Non-GAAP Results $ 505 $ 438 $ 106 $ 325 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 GAAP Results $ 341 $ 253 $ 57 $ 191 Production facility fire costs incurred, net of insurance proceeds5 - 5 - - 5 - 5 1 4 The Netherlands facility2 - 3 - - 3 - 3 - 3 Plant closures and disposals - 41 - - 41 - 41 8 33 Legal contingency accruals 45 56 - - 101 - 101 23 78 Adjusted Non-GAAP Results $ 491 $ 403 $ 89 $ 309 Results for the third quarter ended June 28, 2025 Results for the third quarter ended June 29, 2024
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Beef Pork Chicken Prepared Foods International/ Other Reported operating income (loss) (494)$ 36$ 367$ 302$ 49$ 260$ Add: Brand discontinuation - - 5 - - 5 Less: Network optimization plan1 - - (27) (56) - (83) Less: The Netherlands facility2 - - - - (14) (14) Less: China plant relocation remuneration - - - - (6) (6) Add: Goodwill impairment 343 - - - - 343 Adjusted operating income (loss) (151)$ 36$ 345$ 246$ 29$ 505$ Beef Pork Chicken Prepared Foods International/ Other Total Reported operating income (loss) (69)$ (62)$ 244$ 203$ 25$ 341$ Add: Production facility fire costs incurred, net of insurance proceeds3 - - 5 - - 5 Add: The Netherlands facility2 - - - - 3 3 Add: Plant closures and disposals - 39 2 - - 41 Add: Legal contingency accruals - 45 56 - - 101 Adjusted operating income (loss) (69)$ 22$ 307$ 203$ 28$ 491$ Adjusted Segment Operating Income (Loss) Adjusted Segment Operating Income (Loss) (for the third quarter ended June 29, 2024) (for the third quarter ended June 28, 2025) Total Adjusted Operating Income (Loss) Non-GAAP Reconciliations $ in millions (Unaudited) 1 Includes gain on sale of storage facilities in the third quarter of fiscal 2025. 2 Includes insurance recoveries and charges related to a fire at our production facility in the Netherlands in the first quar ter of fiscal 2024 and subsequent decision to sell the facility. 3 Relates to a fire at a Chicken production facility in the fourth quarter of fiscal 2021.
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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. 3 Includes gain on sale of storage facilities in the third quarter of fiscal 2025. 4 Includes insurance recoveries and charges related to a fire at our production facility in the Netherlands in the first quar ter of fiscal 2024 and subsequent decision to sell the facility. 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: Less: Production facility fire insurance proceeds, net of costs incurred 2 (7)$ (22)$ (104)$ (89)$ Add: Brand discontinuation 17 - 8 25 Add: Network optimization plan3 33 - - 33 Add/(Less): The Netherlands facility4 (14) 83 86 (11) Add: Legal contingency accruals 343 174 174 343 Add: Plant closures and disposals 23 155 182 50 Less: China plant relocation remuneration (6) - - (6) Add: Goodwill impairment 343 - - 343 Add: Restructuring and related charges - 31 31 - 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)
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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. 3 Relates to a fire at our production facility in the Netherlands in the first quarter of fiscal 2024 and subsequent decisio n to sell the facility. 4 Removal of accelerated depreciation of $39 million related to network optimization plan charges for the six and twelve months e nded 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 Marc h 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: Less: Production facility fire insurance proceeds, net of costs incurred 2 (7)$ (27)$ (104)$ (84)$ Add: Brand discontinuation 12 - 8 20 Add: Network optimization plan charges 116 - - 116 Add: Legal contingency accruals 343 73 174 444 Add: Plant closures and disposals 23 114 182 91 Add: Restructuring and related charges - 31 31 - Add: The Netherlands facility3 - 80 86 6 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)
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1 Excludes the amortization of debt issuance and debt discount expense of $3 million and $2 million for the three months ende d 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. 3 Relates to a fire at our production facility in the Netherlands in the first quarter of fiscal 2024 and subsequent decisio n to sell the facility. 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 $8 million related to brand discontinuation for the three months ended December 28, 2024, the twelve months ended September 28, 2024 and the twe lve months ended December 28, 2024, respectively, as they are already included in amortization expense. Fiscal Year Ended Twelve Months Ended December 28,2024 December 30, 2023 September 28, 2024 December 28,2024 Net income 366$ 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: Production facility fire insurance proceeds, net of costs incurred2 (7)$ (27)$ (104)$ (84)$ Add: Brand discontinuation 6 - 8 14 Add: Network optimization plan charges 73 - - 73 Add: Restructuring and related charges - 30 31 1 Add: Plant closures and disposals - 75 182 107 Add: Legal contingency accruals - 73 174 101 Add: The Netherlands facility3 - 26 86 60 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)
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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 and Beef in the fourth quarter of f iscal 2019. 3 Relates to a fire at our production facility in the Netherlands in the first quarter of fiscal 2024 and subsequent decision t o sell the facility. 4 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 th e 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: Less: Production facilities fire insurance proceeds, net of costs 2 (22)$ (79)$ (75)$ (18)$ Add: Restructuring and related charges 31 93 124 62 Add: Plant closures 155 107 322 370 Add: Legal contingency accruals 174 38 156 292 Add: The Netherlands facility3 83 - - 83 Add: Goodwill impairment - 448 781 333 Less: China plant relocation remuneration - - (19) (19) Add: Product line discontinuation - - 17 17 Less: Depreciation included in EBITDA adjustments4 (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)
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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 and Beef in the fourth quarter of fiscal 2019. 3 Relates to a fire at our production facility in the Netherlands in the first quarter of fiscal 2024 and subsequent decision to sell the facility. 4 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 Sep tember 30, 2023; and $9 million related to restructuring and related charges and $197 million related to plant closures and disp osals for the twelve months ended March 30, 2024 as they are already included in depreciation expense. Fiscal Year Ended Twelve Months Ended March 30, 2024 April 1, 2023 September 30, 2023 March 30, 2024 Net income (loss) 262$ 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: Less: Production facilities fire insurance proceeds, net of costs 2 (27)$ (35)$ (75)$ (67)$ Add: Restructuring and related charges 31 43 124 112 Add: Plant closures 114 92 322 344 Add: Legal contingency accruals 73 - 156 229 Add: Goodwill impairment - - 781 781 Less: China plant relocation remuneration - - (19) (19) Add:The Netherlands facility3 80 - - 80 Add: Product line discontinuation - - 17 17 Less: Depreciation included in EBITDA adjustments4 (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)
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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 and Beef in the fourth quarter of fiscal 2019. 3 Relates to a fire at our production facility in the Netherlands in the first quarter of fiscal 2024 and subsequent decisio n to sell the facility. 4 Removal of accelerated depreciation of $60 million related to plant closures and disposals for the three months ended Decembe r 30, 2023; $6 million related to restructuring and related charges for the three months ended December 31, 2022; $19 million r elated 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 $174 million related to plant closures and disposals for the twelve months ended Decemb er 30, 2023 as they are already included in depreciation expense. Fiscal Year Ended Twelve Months Ended December 30,2023 December 31, 2022 September 30, 2023 December 30,2023 Net income (loss) 114$ 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: Production facilities fire insurance proceeds, net of costs 2 (27)$ (35)$ (75)$ (67)$ Add: Restructuring and related charges 30 21 124 133 Add: Plant closures 75 - 322 397 Add: Legal contingency accruals 73 - 156 229 Add: The Netherlands facility3 26 - - 26 Add: Goodwill impairment - - 781 781 Less: China plant relocation remuneration - - (19) (19) Add: Product line discontinuation - - 17 17 Less: Depreciation included in EBITDA adjustments4 (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)
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1 Excludes the amortization of debt issuance and discount expense of $7 million for the nine months ended July 1, 2023 and Ju ly 2, 2022, and $11 million for the fiscal year ended October 1, 2022, and the twelve months ended July 1, 2023 as it is include d in interest expense. 2 Relates to fires at production facilities in Chicken in the fourth quarter of fiscal 2021 and Beef in the fourth quarter of f iscal 2019. 3 Removal of accelerated depreciation of $14 million related to restructuring and related charges and $24 million related to the plant closures and disposals for the nine months ended July 1, 2023 as it is already included in depreciation expense. Fiscal Year Ended Twelve Months Ended July 1, 2023 July 2, 2022 October 1, 2022 July 1, 2023 Net income (loss) (206)$ 2,712$ 3,249$ 331$ Less: Interest income (22) (10) (17) (29) Add: Interest expense 262 282 365 345 Add: Income tax expense 84 771 900 213 Add: Depreciation 762 699 945 1,008 Add: Amortization1 174 186 246 234 EBITDA 1,054$ 4,640$ 5,688$ 2,102$ Adjustments to EBITDA: Less: Production facilities fire insurance proceeds, net of costs 2 (79)$ (107)$ (114)$ (86)$ Add: Restructuring and related charges 93 - 66 159 Add: Plant closures 107 - - 107 Add: Legal contingency accrual 38 - - 38 Add: Goodwill impairment 448 - - 448 Less: Depreciation included in EBITDA adjustments3 (38) - - (38) Total Adjusted EBITDA 1,623$ 4,533$ 5,640$ 2,730$ Total gross debt $ 8,321 $ 9,320 Less: Cash and cash equivalents (1,031) (699) Less: Short-term investments (1) (7) Total net debt 7,289$ 8,614$ Ratio Calculations: Gross debt/EBITDA 1.5x 4.4x Net debt/EBITDA 1.3x 4.1x Gross debt/Adjusted EBITDA 1.5x 3.4x Net debt/Adjusted EBITDA 1.3x 3.2x Nine Months Ended EBITDA and Adjusted EBITDA Non-GAAP Reconciliations $ in millions, except per share data (Unaudited)
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1 Excludes the amortization of debt issuance and debt discount expense of $5 million for the six months ended April 1, 2023 a nd April 2, 2022, and $11 million for the fiscal year ended October 1, 2022 and the twelve months ended April 1, 2023 as it is i ncluded in interest expense. 2 Relates to fires at production facilities in Chicken in the fourth quarter of fiscal 2021 and Beef in the fourth quarter of f iscal 2019. 3 Removal of accelerated depreciation of $10 million related to restructuring and related charges and $9 million related to the plant closures and disposals for the six months ended April 1, 2023 as it is already included in depreciation expense. Fiscal Year Ended Twelve Months Ended April 1, 2023 April 2, 2022 October 1, 2022 April 1, 2023 Net income (loss) 229$ 1,959$ 3,249$ 1,519$ Less: Interest income (16) (6) (17) (27) Add: Interest expense 173 197 365 341 Add: Income tax expense 75 538 900 437 Add: Depreciation 500 466 945 979 Add: Amortization1 115 124 246 237 EBITDA 1,076$ 3,278$ 5,688$ 3,486$ Adjustments to EBITDA: Less: Production facilities fire insurance proceeds, net of costs 2 (35)$ (40)$ (114)$ (109)$ Add: Restructuring and related charges 43 - 66 109 Add: Plant closures 92 - - 92 Less: Depreciation included in EBITDA adjustments3 (19) - - (19) Total Adjusted EBITDA 1,157$ 3,238$ 5,640$ 3,559$ Total gross debt $ 8,321 $ 8,930 Less: Cash and cash equivalents (1,031) (543) Less: Short-term investments (1) (7) Total net debt 7,289$ 8,380$ Ratio Calculations: Gross debt/EBITDA 1.5x 2.6x Net debt/EBITDA 1.3x 2.4x Gross debt/Adjusted EBITDA 1.5x 2.5x Net debt/Adjusted EBITDA 1.3x 2.4x Six Months Ended EBITDA and Adjusted EBITDA Non-GAAP Reconciliations $ in millions, except per share data (Unaudited)
Page 28
1 Excludes the amortization of debt issuance and debt discount expense of $2 million for the three months ended December 31, 2022 and January 1, 2022, and $11 million for the fiscal year ended October 1, 2022 and the twelve months ended December 31, 202 2 as it is included in interest expense. 2 Relates to fires at production facilities in Chicken in the fourth quarter of fiscal 2021 and Beef in the fourth quarter of f iscal 2019. Fiscal Year Ended Twelve Months Ended December 31, 2022 January 1, 2022 October 1, 2022 December 31, 2022 Net income (loss) 320$ 1,126$ 3,249$ 2,443$ Less: Interest income (9) (3) (17) (23) Add: Interest expense 84 100 365 349 Add: Income tax expense 114 284 900 730 Add: Depreciation 243 236 945 952 Add: Amortization1 58 62 246 242 EBITDA 810$ 1,805$ 5,688$ 4,693$ Adjustments to EBITDA: Less: Production facilities fire insurance proceeds, net of costs 2 (35)$ (45)$ (114)$ (104)$ Add: Restructuring and related charges 21 - 66 87 Total Adjusted EBITDA 796$ 1,760$ 5,640$ 4,676$ Total gross debt $ 8,321 $ 8,349 Less: Cash and cash equivalents (1,031) (654) Less: Short-term investments (1) (2) Total net debt 7,289$ 7,693$ Ratio Calculations: Gross debt/EBITDA 1.5x 1.8x Net debt/EBITDA 1.3x 1.6x Gross debt/Adjusted EBITDA 1.5x 1.8x Net debt/Adjusted EBITDA 1.3x 1.6x Three Months Ended EBITDA and Adjusted EBITDA Non-GAAP Reconciliations $ in millions, except per share data (Unaudited)
Page 29
June 28, 2025 June 29, 2024 Cash Provided by Operating Activities 1,620$ 1,973$ Additions to property, plant and equipment (691) (884) Free cash flow 929$ 1,089$ Nine Months Ended Free Cash Flow Non-GAAP Reconciliation $ in millions (Unaudited)