Slides
Page 1
Q1 Fiscal 2026 Supplemental Information February 2, 2026
Page 2
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 Tyson Foods, Inc. (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,” “net debt to Adjusted EBITDA,” “Segment Operating Income (Loss), as adjusted”, “Corporate Expenses, as adjusted”, “Amortization, as adjusted,” 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 2
Page 3
1Q26 Key Messages Growth Strong top-line momentum with sales up more than 6%1 YoY Financial Strength Strong cash generation and disciplined capital allocation supported further deleveraging and shareholder returns Controlling the Controllables Strong Chicken profitability and targeted operational actions in Beef underscore focused execution amid prolonged cattle supply headwinds 2 Sales of $14,313 million, up 5.1% from prior year; Sales up 6.2% excluding impact of $150 million increase in legal contingen cy accruals, which was recognized as a reduction to Sales 3
Page 4
Animal Protein – Real Food, Tastes Good, Good for You Protein Validated New U.S. Dietary Guidelines validate protein as essential nutrition, reinforcing Tyson’s core mission Protein at Scale As the producer of one out of every five pounds of chicken, beef, and pork in the U.S., Tyson is uniquely positioned to meet growing protein demand Protein is Essential Protein remains an essential grocery purchase, with consumers continuing to favor beef, pork, and chicken Real Food Leadership Committed to continuing to provide consumers with food that tastes good and is made with ingredients they can find in their own pantries at home 4
Page 5
Consumer Focus on Protein Latest 13 Week Volume Sales % Change Source: NielsenIQ Total U.S. xAOC Fixed Weight Volume EQ Latest 13 Weeks ending 12/27/2025; Food & Beverage = All NielsenIQ Edible Food and Beverage Categories; Circana, Total US, Mulo+, Volume EQ Latest 13 Weeks ending 12/28/2025 1Retail Branded products excluding Fresh and Frozen Protein (Poultry, Beef, and Pork), and Deli. 2All branded including regionals -1.8% +2.1% +12.2% +2.8% +1.8% +2.6% +7.7% +10.7% Total Food & Beverage Frozen Value- Added Chicken2 Smoked Sausage2 Breakfast Sausage2 Lunch Meats2 Retail Branded1,2 Fresh Chicken2 +10.7% driven by demand for high-quality fresh protein Tyson Foods Retail Branded1 volume up 2.1% driven by key categories, far outpacing total Food & Beverage Bacon2 5
Page 6
Why it Matters Sustained demand and share gains Demonstrate Tyson Foods’ competitive strength and momentum Protein-centric portfolio and disciplined capital allocation Drive efficient scale, operational excellence, and go-to-market strength Ninety-year-old American company Provide durability, trust, and strategic continuity across cycles Disciplined execution delivers value Creating outcomes for customers, consumers, team members, and shareholders Compelling long-term investment profile Portfolio strength supports sustainable earnings growth and shareholder returns 6
Page 7
1 Segment operating income (SOI), as adjusted, is 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 SOI1 1Q26 (in $m) $2,673 $338 vs PY +8.1% +$16 Volume: 0.2% Price: +7.9% SOI %1: 12.6% YoY: (40) bps Profit Growth in Prepared Foods 1Q26 • Volume and mix-driven pricing drove sales growth • Retail outpaced the category in volume and dollars, leading to share growth 7
Page 8
1 Segment operating income (SOI), as adjusted, is 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 SOI1 1Q26 (in $m) $4,212 $459 vs PY +3.6% ($12) Volume: +3.7% Price: (0.1)% SOI %1: 10.9% YoY: (70) bps Strong Start to the Year in Chicken 1Q26 • Fifth consecutive quarter of volume and net sales gains • Sales growth driven by volume and strong consumer demand 8
Page 9
1 Segment operating income (SOI), as adjusted, is a non-GAAP financial measure. Non-GAAP financial measures are explained and reconciled to the most directly comparable GAAP financ ial measure in the Appendix. 2 Average Sales Price Change and SOI%, as adjusted (Non -GAAP), exclude a $90 million legal contingency accrual recognized as a red uction to Sales in the first quarter of fiscal 2026. Sales SOI1 1Q26 (in $m) $5,771 ($143) vs PY +8.2% ($149) Volume: (7.3)% Price2: +17.2% SOI %1,2: (2.4)% YoY: (250) bps Navigating a Challenging Market in Beef 1Q26 • Margins pressured by higher cattle costs • Focused on controllable actions to optimize operations and improve long-term results 9
Page 10
1 Segment operating income (SOI), as adjusted, is 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 SOI%, as adjusted (Non-GAAP), exclude a $60 million legal contingency accrual recognized as a reduction to Sales in the first quarter of fiscal 2026. Sales SOI1 1Q26 (in $m) $1,609 $111 vs PY (0.5)% +$38 Volume: +1.6% Price2: +1.6% SOI %1,2: 6.7% YoY: +220 bps Sustained Strength in Pork 1Q26 • SOI margin increased YoY on network optimization and efficiencies • Progress in raw material utilization supports branded products and strengthens end-to-end pork strategy 10
Page 11
Segment Wrap-up 1Q26 Operational Progress • Strong Q1 execution with continued opportunities to enhance efficiency and profitability across all segments in 2026 Customer and Consumer Focus • Driving category expansion through strategic partnerships while delivering value to customers, consumers, and shareholders Protein Leadership Position • Capturing growing protein demand through market share gains and rising household penetration across a diversified portfolio and strong brands 11
Page 12
Segment Operating Income Definition 1Q26 Segment Operating Income (Loss) is defined as Operating Income (Loss) less corporate expenses and amortization. Corporate Expenses Unallocated general and administrative costs, including the costs of corporate functions, that are shared across multiple segments. Amortization Includes amortization generated from intangible assets including brands and trademarks, customer relationships, supply arrangements, patents and intellectual property, land use rights and software. 12
Page 13
1Q ADJUSTED OPERATING INCOME1 (in millions of dollars) $659 $572 $38 $16 $0 $20 ($12) ($149) 1Q25 Pork SOI Prepared Foods SOI International SOI Chicken SOI Beef SOI Corporate & Amortization 1Q26 1 Adjusted operating income and Segment operating income (SOI), as adjusted, are non -GAAP financial measures. Non-GAAP financial measures are explained and reconciled to the most directly comparable GAAP financial measure in the Appendix. 2 Sales of $14,313 million, up 5.1% from prior year; Sales up 6.2% excluding impact of $150 million increase in legal contingen cy accruals, which was recognized as a reduction to Sales in $m, except EPS (in $ per share) 1Q26 Sales $14,313 AOI1 $572 AOI Margin1 4.0% Adjusted EPS1 $0.97 +6.2%2 vs PY (13)% vs PY (15)% vs PY (80)bps vs PY Enterprise Sales, AOI1 and EPS Performance First Quarter FY26 vs Comparable Prior Year Period 1 1 1 1 1 13
Page 14
$760 $690 1Q25 1Q26 $190 $224 1Q25 1Q26 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 3.9x 3.6x 3.0x 2.6x 2.3x 2.3x 2.1x 2.1x 2.0x 1Q24 2Q24 3Q24 4Q24 1Q25 2Q25 3Q25 4Q25 1Q26 354 267 263 248 271 193 227 287 252 1Q24 2Q24 3Q24 4Q24 1Q25 2Q25 3Q25 4Q25 1Q26 14
Page 15
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. Segment operating income (SOI), as adjusted, adjusted operating income (AOI) and adjusted tax rate are non-GAAP financial measures and should not be considered a substitute for operating income, operating margin, effective tax rate 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 $1.25 – 1.35B Chicken $1.65 – 1.90B Beef $(500) – (250)M Pork $250 – 300M International $150 – 200M Corporate & Amortization $(950) – (975)M Sales Growth 2% – 4% Total AOI1 $2.1 – 2.3B Net Interest Expense ~$370M Adjusted Tax Rate1 ~25% Capital Expenditures $0.7 – 1.0B Free Cash Flow1 $1.1 – 1.7B FY26 Guidance1 SOI1 Guidance 15
Page 16
• Strong start to FY26 demonstrates benefit of our diversified portfolio • Uniquely positioned to capitalize on protein demand as new Dietary Guidelines validate our strategy and consumer preferences continue favoring real food • Growth-focused execution and disciplined capital allocation driving shareholder value in 2026+ Built for Long-term Growth 3
Page 18
Appendix
Page 19
$ millions $659 $572 $883 $11 - $3 - $978 Q1 2025 AOI Net Volume Impact Sales Price/Mix COGS Price/Mix SG&A Q1 2026 AOI 12 4 5 AOI Bridge by P&L Items First Quarter FY26 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 $150 million in the first quarter of fiscal 2026. 4 Excludes the impacts of $105 million of restructuring and related charges and a $5 million legal contingency accrual in the first quarter of fiscal 2026, and $71 million of restructuring and related charges in the first quarter of fiscal 2025. 5 Excludes the impacts of $10 million of restructuring and related charges in the first quarter of fiscal 2026, and $6 million of brand and product line discontinuation charges and $2 million of restructuring and related charges in the first quarter of fiscal 2025. 3 19
Page 20
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, Segment Operating Income (Loss), As Adjusted, Corporate Expenses, As Adjusted, Amortization, As Adjusted, 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. Non-GAAP Financial Measures 20
Page 21
Definitions Segment Operating Income (Loss) is defined as Operating Income (Loss) less corporate expenses and amortization. Corporate expenses are unallocated general and administrative costs, including the costs of corporate functions, that are shared across multiple segments. Amortization includes amortization generated from intangible assets including brands and trademarks, customer relationships, supply arrangements, patents and intellectual property, land use rights and software. Segment Operating Income (Loss), As Adjusted is defined as Segment Operating Income (Loss) less the impact of items affecting comparability, which in management's judgment, affect the year-to-year assessment of operating results. Items affecting comparability include restructuring and related charges (including network optimization), plant closure and disposal charges (net of gains), goodwill and intangible impairments, brand and product line discontinuations, facility fire related costs (net of insurance proceeds), and certain non-ordinary course legal, regulatory and other matters. Corporate Expenses, As Adjusted is defined as Corporate Expenses less the impact of items affecting comparability, which in management's judgment, affect the year-to-year assessment of operating results. Items affecting comparability include restructuring and related charges (including network optimization), corporate asset disposal charges (net of gains) and certain non-ordinary course legal, regulatory and other matters. Amortization, As Adjusted is defined as Amortization less the impact of items affecting comparability, which in management's judgment, affect the year-to-year assessment of operating results. Items affecting comparability include accelerated amortization related to the discontinuance of intangible assets. Free Cash Flow is defined as Cash Provided by Operating Activities minus payments for Property, Plant and Equipment. Non-GAAP Financial Measures (Continued) 21
Page 22
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. 2 Includes a $5 million charge related to the 2015 sale of our Mexico operation. 3 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 $ 302 $ 127 $ 37 $ 85 $ 0.24 Restructuring and related charges1 - 105 10 115 2 117 29 88 0.25 Legal contingency accruals2 150 5 - 155 - 155 37 118 0.33 Impairment of equity investments - - - - 73 73 19 54 0.15 Adjusted Non-GAAP Results $ 572 $ 472 $ 122 $ 345 $ 0.97 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) 3 - - - - (7) (7) 7 (14) (0.04) Brand and product line discontinuations - - 6 6 - 6 2 4 0.01 Restructuring and related charges1 - 71 2 73 - 73 17 56 0.16 Adjusted Non-GAAP Results $ 659 $ 550 $ 138 $ 405 $ 1.14 Results for the firtst quarter ended December 27, 2025 Results for the first quarter ended December 28, 2024 22
Page 23
Segment Operating Income (Loss), As Adjusted and Adjusted Operating Income (Loss) Non-GAAP Reconciliations $ in millions (Unaudited) Beef Pork Chicken Prepared Foods International Corporate Expenses Amortization Total As Reported (319)$ 50$ 450$ 322$ 41$ 544$ (188)$ (54)$ 302$ Add: Restructuring and related charges1 86 1 9 16 - 112 3 - 115 Add: Legal contingency accruals 2 90 60 - - 5 155 - - 155 As Adjusted (143)$ 111$ 459$ 338$ 46$ 811$ (185)$ (54)$ 572$ Beef Pork Chicken Prepared Foods International Total Corporate Expenses Amortization Total As Reported (26)$ 73$ 460$ 297$ 41$ 845$ (201)$ (64)$ 580$ Add: Brand and product line discontinuations - - - - - - - 6 6 Add: Restructuring and related charges1 32 - 11 25 5 73 - - 73 As Adjusted 6$ 73$ 471$ 322$ 46$ 918$ (201)$ (58)$ 659$ Operating Income (Loss) Segment Operating Income (Loss) Operating Income (Loss) Results for the first quarter ended December 27, 2025 Results for the first quarter ended December 28, 2024 Segment Operating Income (Loss) Total 1 Includes the Network Optimization Plan that commenced in fiscal 2025. 2 Includes a $5 million charge related to the 2015 sale of our Mexico operation. 23
Page 24
1 Excludes the amortization of debt issuance and debt discount expense of $3 million for the three months ended December 27, 2025 and December 28, 2024 and $11 million for the fiscal year ended September 27, 2025 and the twelve months ended December 27, 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 facility 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. 4 Includes charges of $5 million, $40 million and $45 million related to the 2015 sale of our Mexico operation for the three months ended December 27, 2025, the fiscal year ended September 27, 2025 and the twelve months ended December 27, 2025, respecti vely. 5 Removal of accelerated depreciation of $57 million, $23 million, $39 million and $73 million related to restructuring and rela ted charges for the three months ended December 27, 2025, the three months ended December 28, 2024, the fiscal year ended Sep tember 27, 2025 and the twelve months ended December 27, 2025, respectively, as they are already included in depreciation expense. Removal of accelerated amortization of $6 million, $23 million and $17 million related to brand discontinuation for the three months ended December 28, 2024, the fiscal year ended September 27, 2025 and the twelve months ended December 27, 2025, respectively, as they are already included in amortization expense. Fiscal Year Ended Twelve Months Ended December 27, 2025 December 28, 2024 September 27, 2025 December 27, 2025 Net income 90$ 366$ 507$ 231$ Less: Interest income (13) (25) (73) (61) Add: Interest expense 104 120 449 433 Add: Income tax expense 37 112 262 187 Add: Depreciation 319 281 1,093 1,131 Add: Amortization1 54 64 257 247 EBITDA 591$ 918$ 2,495$ 2,168$ Adjustments to EBITDA: (Less): Facility fire related costs (insurance proceeds) 2 -$ (7)$ (36)$ (29)$ Add: Brand and product line discontinuations - 6 23 17 Add: Restructuring and related charges3 117 73 45 89 Add: Legal contingency accruals 4 155 - 738 893 Add: Plant closure and disposal charges - - 17 17 Add: Goodwill and intangible impairments - - 343 343 Add: Product recall - - 41 41 Add: Impairment of equity investments 73 - 28 101 Less: Depreciation and amoritization included in EBITDA adjustments5 (57) (29) (62) (90) Total Adjusted EBITDA 879$ 961$ 3,632$ 3,550$ Total gross debt 8,830$ 8,362$ Less: Cash and cash equivalents (1,229) (1,278) Less: Short-term investments - - Total net debt 7,601$ 7,084$ Ratio Calculations: Gross debt/EBITDA 3.5x 3.9x Net debt/EBITDA 3.0x 3.3x Gross debt/Adjusted EBITDA 2.4x 2.4x Net debt/Adjusted EBITDA 2.1x 2.0x Three Months Ended EBITDA and Adjusted EBITDA Non-GAAP Reconciliations $ in millions (Unaudited) 24
Page 25
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 qu arter 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 charges 4 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) 25
Page 26
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 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: 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) 26
Page 27
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 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) 27
Page 28
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 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: 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 charges 4 155 107 303 351 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) 28
Page 29
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 fi scal 2019, and our production facility in the Netherlands in the first quarter of fiscal 2024 that we subsequently decided to se ll. 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 Septem ber 30, 2023; and $9 million related to restructuring and related charges and $197 million related to plant closures and disposal s for the twelve months ended March 30, 2024 as they are already included in depreciation expense. Fiscal Year Ended Twelve Months Ended March 30, 2024 April 1, 2023 September 30, 2023 March 30, 2024 Net income (loss) 262$ 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 charges 4 114 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) 29
Page 30
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 fi scal 2019, and our production facility in the Netherlands in the first quarter of fiscal 2024 that we subsequently decided to se ll. 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 Decembe r 30, 2023; $6 million related to restructuring and related charges for the three months ended December 31, 2022; $19 million re lated 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: 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 charges 4 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) 30
Page 31
Free Cash Flow Non-GAAP Reconciliation $ in millions (Unaudited) December 27, 2025 December 28, 2024 Cash Provided by Operating Activities 942$ 1,031$ Additions to property, plant and equipment (252) (271) Free cash flow 690$ 760$ Three Months Ended 31
Page 32
Recast of Historical Segment Operating Income 32 Historical segment recast financials are available on our IR website (https://ir.tyson.com), including quarterly reconciliations for fiscal years 2023–2025 from Segment Operating Income, as reported, to Operating Income, and from Segment Operating Income, as adjusted (non-GAAP), to Adjusted Operating Income (non-GAAP).