UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X]Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year endedSeptember 27, 201430, 2017
   
[ ]Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the transition period from                          to                         
001-14704
(Commission File Number)

TYSON FOODS, INC.
(Exact name of registrant as specified in its charter)

Delaware 71-0225165
(State or other jurisdiction of
incorporation or organization)
 (I.R.S. Employer Identification No.)
   
2200 West Don Tyson Parkway, Springdale, Arkansas 72762-6999
(Address of principal executive offices) (Zip Code)
   
Registrant’s telephone number, including area code: (479) 290-4000
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
Class A Common Stock, Par Value $0.10 New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act: Not Applicable
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [[X]X] No []
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ][]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer” andfiler,” “smaller reporting company”company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer [X]
x Accelerated filer [ ]o
Non-accelerated filer [ ]
o  (Do not check if a smaller reporting company)
 Smaller reporting company [ ]o
Emerging growth companyo
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. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ]¨ No [X]x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of September 30, 2017.
ClassOutstanding Shares
Class A Common Stock, $0.10 Par Value (Class A stock)297,596,071
Class B Common Stock, $0.10 Par Value (Class B stock)70,010,755





On March 29, 2014April 1, 2017, the aggregate market value of the registrant’s Class A Common Stock, $0.10 par value (Class A stock), and Class B Common Stock, $0.10 par value (Class B stock), held by non-affiliates of the registrant was $11,778,761,908$17,568,317,217 and $466,236,$663,691, respectively. 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, so the market value was calculated based on the market price of Class A stock.
On October 25, 2014,28, 2017, there were 305,656,663297,708,610 shares of Class A stock and 70,010,80570,010,355 shares of Class B stock outstanding.
INCORPORATION BY REFERENCE
Portions of the registrant’s definitive Proxy Statement for the registrant’s Annual Meeting of Shareholders to be held January 30, 2015,February 8, 2018, are incorporated by reference into Part III of this Annual Report on Form 10-K.
TABLE OF CONTENTS 
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Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
   
  
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
   
  
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
   
  
Item 15.
Item 16.

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PART I

ITEM 1. BUSINESS
GENERAL
Founded in 1935, Tyson Foods, Inc. and its subsidiaries (collectively, the “Company,” “we,” “us”“us,” “our,” “Tyson Foods” or “our”“Tyson”) are(NYSE: TSN) is one of the world'sworld’s largest producersfood companies and a recognized leader in protein. Founded in 1935 by John W. Tyson and grown under three generations of chicken, beef, porkfamily leadership, the Company has a broad portfolio of products and prepared foods that include leading brands such aslike Tyson®, Jimmy Dean®, Hillshire Farm®, Sara Lee® frozen bakery, Ball Park®, Wright®, Aidells®, ibp® and State Fair®. Our operations are conductedTyson Foods innovates continually to make protein more sustainable, tailor food for everywhere it’s available and raise the world’s expectations for how much good food can do. Headquartered in five segments: Chicken, Beef, Pork, PreparedSpringdale, Arkansas, the company had approximately 122,000 team members on September 30, 2017. Through its Core Values, Tyson Foods strives to operate with integrity, create value for its shareholders, customers, communities and International.team members and serve as a steward of the animals, land and environment entrusted to it. Some of the key factors influencing our business are customer demand for our products; the ability to maintain and grow relationships with customers and introduce new and innovative products to the marketplace; accessibility of international markets; market prices for our products; the cost and availability of live cattle and hogs, raw materials grain and feed ingredients; and operating efficiencies of our facilities.
We operate a fully vertically integratedvertically-integrated chicken production process. Our integrated operations consist of breeding stock, contract growers, feed production, processing, further-processing, marketing and transportation of chicken and related allied products, including animal and pet food ingredients. Through our wholly-owned subsidiary, Cobb-Vantress, Inc. (Cobb), we are one of the leading poultry breeding stock suppliers in the world. Investing in breeding stock research and development allows us to breed into our flocks the characteristics found to be most desirable.
We also process live fed cattle and hogs and fabricate dressed beef and pork carcasses into primal and sub-primal meat cuts, case ready beef and pork and fully-cooked meats. In addition, we derive value from allied products such as hides and variety meats sold to further processors and others.
We produce a wide range of fresh, value-added, frozen and refrigerated food products. Our products are marketed and sold primarily by our sales staff to grocery retailers, grocery wholesalers, meat distributors, warehouse club stores, military commissaries, industrial food processing companies, chain restaurants or their distributors, live markets, international export companies and domestic distributors who serve restaurants, foodservice operations such as plant and school cafeterias, convenience stores, hospitals and other vendors. Additionally, sales to the military and a portion of sales to international markets are made through independent brokers and trading companies.
On August 28, 2014,June 7, 2017, we acquired and consolidated The Hillshire Brands CompanyAdvancePierre Foods Holdings, Inc. ("Hillshire Brands"AdvancePierre"), a manufacturerproducer and marketerdistributor of branded,value-added, convenient, foods. The fiscal 2014 one monthready-to-eat sandwiches, sandwich components and other entrées and snacks. AdvancePierre's results fromof operations for Hillshire Brands are included in the Prepared Foods segment and in this 2014 Annual Report on Form 10-K.Chicken segments. For further description of this transaction, refer to Part II, Item 8, Notes to Consolidated Financial Statements, Note 3: Acquisitions and Dispositions.
As part of our commitment to innovation and growth, in fiscal 2017 we launched a venture capital fund focused on investing in companies developing breakthrough technologies, business models and products to sustainably feed a growing world population. The Tyson New Ventures LLC, fund is used to broaden our exposure to innovative, new forms of protein and ways of sustainably producing food to complement the Company's continuing investments in innovation in our core Beef, Pork, Chicken and Prepared Foods businesses.
FINANCIAL INFORMATION OF SEGMENTS
We operate in fivefour reportable segments: Chicken, Beef, Pork, Chicken and Prepared FoodsFoods. Other primarily includes our foreign chicken production operations in China and International. During the second quarter of fiscal 2014, we
began reporting our International operation as a separate segment, which was previously included in our Chicken segment. Our International segment became a separate reportable segment as a result of changesIndia, third-party merger and integration costs and corporate overhead related to our internal financial reporting to align with previously announced executive leadership changes. All periods presented have been reclassified to reflect this change. Beef, Pork,
Prepared Foods and Other results were not impacted by this change.Tyson New Ventures, LLC. The contribution of each segment to net sales and operating income (loss), and the identifiable assets attributable to each segment, are set forth in Note 17: Segment Reporting of thePart II, Item 8, Notes to Consolidated Financial Statements.Statements, Note 17: Segment Reporting.
DESCRIPTION OF SEGMENTS
Chicken: Chicken includes our domestic operations related to raising and processing live chickens into fresh, frozen and value-added chicken products, as well as sales from allied products. Products are marketed domestically to food retailers, foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, healthcare facilities, the military and other food processors, as well as to international export markets. This segment also includes logistics operations to move products through our domestic supply chain and the global operations of our chicken breeding stock subsidiary.
Beef: Beef includes our operations related to processing live fed cattle and fabricating dressed beef carcasses into primal and sub-primal meat cuts and case-ready products. Products are marketed domestically to food retailers, foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, healthcare facilities, the military and other food processors, as well as to international export markets. This segment also includes sales from allied products such as hides and variety meats, as well as logistics operations to move products through the supply chain.


Pork:Pork includes our operations related to processing live market hogs and fabricating pork carcasses into primal and sub-primal cuts and case-ready products. Products are marketed domestically to food retailers, foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, healthcare facilities, the military and other food processors, as well as to international export markets. This segment also includes our live swine group, related allied product processing activities and logistics operations to move products through the supply chain.

2Chicken: Chicken includes our domestic operations related to raising and processing live chickens into, and purchasing raw materials for, fresh, frozen and value-added chicken products, as well as sales from allied products. Our value-added chicken products primarily include breaded chicken strips, nuggets, patties and other ready-to-fix or fully cooked chicken parts. Products are marketed domestically to food retailers, foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, healthcare facilities, the military and other food processors, as well as to international export markets. This segment also includes logistics operations to move products through our domestic supply chain and the global operations of our chicken breeding stock subsidiary.



Prepared Foods: Prepared Foods includes our operations related to manufacturing and marketing frozen and refrigerated food products and logistics operations to move products through the supply chain. This segment includes brands such as Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, State Fair®, Van's®, Sara Lee® and Chef Pierre®, as well as artisanal brands Aidells®, Gallo Salame®, and Golden Island®. Products primarily include ready-to-eat sandwiches, sandwich components such as flame-grilled hamburgers and Philly steaks, pepperoni, bacon, breakfast sausage, beef and pork pizza toppings,turkey, lunchmeat, hot dogs, pizza crusts and toppings, flour and corn tortilla products, desserts, appetizers, snacks, prepared meals, ethnic foods, soups, sauces, side dishes, meat dishes, breadsticks and processed meats. Products are marketed domestically to food retailers, foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, healthcare facilities, the military and other food processors, as well as to international export markets. As previously discussed, on August 28, 2014, we completed the acquisition of Hillshire Brands, a manufacturer and marketer of branded, convenient foods which includes brands such as Jimmy Dean®, Ball Park®, Hillshire Farm®, State Fair®, Van's®, Sara Lee® frozen bakery and Chef Pierre® pies as well as artisanal brands Aidells®, Gallo Salame®, and Golden Island® premium jerky. Hillshire Brands' one month results from operations for fiscal 2014 are included in the Prepared Foods segment.
International: International includes our foreign operations primarily related to raising and processing live chickens into fresh, frozen and value-added chicken products in Brazil, China, India and Mexico. Products are marketed in each respective country to food retailers, foodservice distributors, restaurant operators, hotel chains, noncommercial foodservice establishments and live markets, as well as to other international export markets.
On July 28, 2014, we announced our plan to sell our Brazil and Mexico operations, part of our International segment, to JBS SA ("JBS") for $575 million in cash. We expect to complete the sale of our Brazil operation in the first quarter of fiscal 2015. The sale of our Mexico operation is pending the necessary government approvals and is expected to close in the first half of fiscal 2015. As a result, we have reclassified the assets and liabilities related to Mexico and Brazil to assets and liabilities held for sale. For further description of this transaction, refer to Part II, Item 8, Notes to Consolidated Financial Statements, Note 3: Acquisitions and Dispositions.
RAW MATERIALS AND SOURCES OF SUPPLY
Chicken: The primary raw materials used in our domestic chicken operations are corn and soybean meal used as feed and live chickens raised primarily by independent contract growers. Our vertically-integrated chicken process begins with the grandparent breeder flocks and ends with broilers for processing. Breeder flocks (i.e., grandparents) are raised to maturity in grandparent growing and laying farms where fertile eggs are produced. Fertile eggs are incubated at the grandparent hatchery and produce pullets (i.e., parents). Pullets are sent to breeder houses, and the resulting eggs are sent to our hatcheries. Once chicks have hatched, they are sent to broiler farms. There, contract growers care for and raise the chicks according to our standards, with advice from our technical service personnel, until the broilers reach the desired processing weight. Adult chickens are transported to processing plants where they are slaughtered and converted into finished products, which are then sent to distribution centers and delivered to customers.
We operate our own feed mills to produce scientifically-formulated feeds. In fiscal 2014, corn, soybean meal and other feed ingredients were major production costs, representing roughly 68% of our cost of growing a live chicken domestically. In addition to feed ingredients to grow the chickens, we use cooking ingredients, packaging materials and cryogenic agents. We believe our sources of supply for these materials are adequate for our present needs, and we do not anticipate any difficulty in acquiring these materials in the future. While we produce nearly all our inventory of breeder chickens and live broilers, we also purchase live, ice-packed or deboned chicken to meet production and sales requirements.
Beef: The primary raw materials used in our beef operations are live cattle. We do not have facilities of our own to raise cattle but employ cattle buyers located throughout cattle producing areas who visit independent feed yards and public auctions and buy live cattle on the open spot market. These buyers are trained to select high quality animals, and we continually measure their performance. We also enter into various risk-sharing and procurement arrangements with producers to secure a supply of livestock for our facilities. Although we generally expect adequate supply of live cattle in the regions we operate, there may be periods of imbalance in supply and demand.
Pork: The primary raw materials used in our pork operations are live hogs. The majority of our live hog supply is obtained through various procurement relationships with independent producers. We employ hog buyers who make purchase agreements of various time durations as well as purchase hogs on a daily basis, generally a few days before the animals are processed. These buyers are trained to select high quality animals, and we continually measure their performance. We believe the supply of live hogs is adequate for our present needs. Additionally, we raise a small number of weanling swine to sell to independent finishers and supply a minimal amount of market hogs and live swine for our own processing needs.
Prepared Foods:Chicken: The primary raw materials used in our prepared foods operations are commodity based raw materials, including chicken, beef, pork, turkey, corn, flour, vegetables and other cooking ingredients. Some of these raw materials are provided by our other segments, while others may be purchased from numerous suppliers and manufacturers. We believe the sources of supply of raw materials are adequate for our present needs.

3



International: The primary raw materials used in our internationaldomestic chicken operations are corn and soybean meal used as feed and live chickens raised primarily by independent contract growersgrowers. Our vertically-integrated chicken process begins with the grandparent breeder flocks and company-owned farms.ends with broilers for processing. Breeder flocks (i.e., grandparents) are raised to maturity in grandparent growing and laying farms where fertile eggs are produced. Fertile eggs are incubated at the grandparent hatchery and produce pullets (i.e., parents). Pullets are sent to breeder houses, and the resulting eggs are sent to independent and company-ownedour hatcheries. Once chicks have hatched, they are sent to broiler farms. There, contract growers or employees care for and raise the chicks according to our standards, with advice from our technical service personnel, until the broilers reach the desired processing weight. Adult chickens are transported to processing plants where they are slaughteredharvested and converted into finished products, which are then sent to distribution centers and delivered to customers.
We operate our own feed mills to produce scientifically-formulated feeds and procure outside feed at times to meet our production needs.feeds. In fiscal 2014,2017, corn, soybean meal and other feed ingredients were major production costs, representing approximately two-thirdsroughly 55% of our cost of growing a live chicken.chicken domestically. In addition to feed ingredients to grow the chickens, we use cooking ingredients, packaging materials and cryogenic agents. We believe our sources of supply for these materials are adequate for our present needs, and we do not anticipate any difficulty in acquiring these materials in the future. WeWhile we produce nearly all our inventory of breeder chickens and live broilers, we also purchase live, ice-packed or freshdeboned chicken, including no antibiotics ever (sometimes referred to as "NAE") certified chicken, to meet production and sales requirements.
Prepared Foods: The primary raw materials used in our prepared foods operations are commodity based raw materials, including beef, pork, chicken, turkey, corn, flour, vegetables, bread, breading, cheese, eggs, seasonings, and other cooking ingredients. Some of these raw materials are provided by our other segments, while others may be purchased from numerous suppliers and manufacturers. We believe the sources of supply of raw materials are adequate for our present needs.


SEASONAL DEMAND
Demand for beef, chicken beef, and certain prepared foods products, such as hot dogs and smoked sausage, generally increases during the spring and summer months and generally decreases during the winter months. Pork and certain other prepared foods products, such as prepared meals, meat dishes, appetizers, frozen pies and breakfast sausage, generally experience increased demand during the winter months, primarily due to the holiday season, while demand generally decreases during the spring and summer months.
CUSTOMERS
Wal-Mart Stores, Inc. accounted for 14.6%17.3% of our fiscal 20142017 consolidated sales. Sales to Wal-Mart Stores, Inc. were included in all of our segments. Any extended discontinuance of sales to this customer could, if not replaced, have a material impact on our operations. No other single customer or customer group represented more than 10% of fiscal 20142017 consolidated sales.
COMPETITION
Our food products compete with those of other food producers and processors and certain prepared food manufacturers. Additionally, our food products compete in markets around the world.
We seek to achieve a leading market position for our products via our principal marketing and competitive strategy, which includes:
identifying target markets for value-added products;
concentrating production, sales and marketing efforts to appeal to and enhance demand from those markets; and
utilizing our national distribution systems and customer support services.
Past efforts indicate customer demand can be increased and sustained through application of our marketing strategy, as supported by our distribution systems. The principal competitive elements are price, product safety and quality, brand identification, innovation, breadth and depth of product offerings, availability of products, customer service and credit terms.
FOREIGN OPERATIONS
We sold products in approximately 130117 countries in fiscal 2014.2017. Major sales markets include Brazil, Canada, Central America, China, the European Union, Japan, Mexico, the Middle East, South Korea Taiwan, and Vietnam.Taiwan.
We have the following foreign operations:
Tyson de Mexico, a Mexican subsidiary, is a vertically-integrated poultry production company. The sale of this subsidiary to JBS is pending necessary government approvals in Mexico and is expected to close in the first half of fiscal 2015.
Cobb-Vantress, a chicken breeding stock subsidiary, has business interests in Argentina, Brazil, China, the Dominican Republic, India, Japan, the Netherlands, Peru,New Zealand, the Philippines, Russia, Spain, Sri Lanka, Thailand, Turkey, the United Kingdom and Venezuela.
Tyson do Brazil, a Brazilian subsidiary, is a vertically-integrated poultry production operation. We expect to complete the sale of this subsidiary to JBS in the first quarter of fiscal 2015.
Tyson Rizhao, located in Rizhao, China, is a vertically-integrated poultrychicken production operation.
Tyson Dalong, a joint venture in China in which we have a majority interest, is a chicken further processingfurther-processing facility.
Tyson Nantong, located in Nantong, China, is a vertically-integrated poultrychicken production operation.
Godrej Tyson Foods, a joint venture in India in which we have a majority interest, is primarily a poultrychicken processing business.
Tyson Mexico Trading Company, a Mexican subsidiary, sells chicken products primarily through co-packer arrangements.
We continue to evaluate growth opportunities in foreign countries. Additional information regarding export sales and long-lived assets located in foreign countries and income (loss) from foreign operations is set forth in Part II, Item 8, Notes to Consolidated Financial Statements, Note 17: Segment Reporting and Note 9: Income Taxes.Reporting.

4



RESEARCH AND DEVELOPMENT
We conduct continuous research and development activities to improve product development, to automate manual processes in our processing plants and growout operations, and to improve chicken breeding stock. OurWith regards to our food products we have two research and development locations, our Discovery Center includes 19in Springdale, Arkansas, and another center located in Downers Grove, Illinois. The centers include more than 80,000 square feet of United States Department of Agriculture ("USDA") pilot plant space, two consumer sensory and focus group areas, a packaging lab and 25 research kitchens and a USDA-inspected pilot plant.kitchens. The Discovery Center enablescenters enable us to bring new market-leading retail and foodservice products to the customer quickly and efficiently. We also lease an approximately 73,000 square foot research and development facility outside Chicago, Illinois assumed in our Hillshire Brands acquisition. Research and development costs totaled $52$113 million, $50$96 million, and $43$75 million in fiscal 2014, 20132017, 2016 and 2012,2015, respectively.
ENVIRONMENTAL REGULATION AND FOOD SAFETY
Our facilities for processing chicken, beef, pork, chicken, turkey and prepared foods, milling feed and housing live chickens and swine are subject to a variety of international, federal, state and local environmental laws and regulations, which include provisions relating to the discharge of materials into the environment and generally provide for protection of the environment. We believe we are in substantial compliance with such applicable laws and regulations and are not aware of any violations of such laws and regulations likely to result in material penalties or material increases in compliance costs. The cost of compliance with such laws and regulations has not had a material adverse effect on our capital expenditures, earnings or competitive position, and except as described below, is not anticipated to have a material adverse effect in the future.


Congress, and the United States Environmental Protection Agency are consideringand some states continue to consider various options to control greenhouse gas emissions. It is unclear at this time when orwhat options, if such optionsany, will be finalized, or whatand whether such options would have a direct impact on the final form may be.Company. Due to thecontinuing uncertainty surrounding this issue, it is premature to speculate on the specific nature of impacts that imposition of greenhouse gas emission controls would have on us and whether such impacts would have a material adverse effect.
We work to ensure our products meet high standards of food safety and quality. In addition to our own internal Food Safety and Quality Assurance oversight and review, our chicken, beef, pork, chicken, and prepared foods products are subject to inspection prior to distribution, primarily by the United States Department of Agriculture (USDA)USDA and the United States Food and Drug Administration (FDA).Administration. We are also participants in the United States Hazard Analysis Critical Control Point (HACCP) program and are subject to the Sanitation Standard Operating Procedures and the Public Health Security and Bioterrorism Preparedness and Response Act of 2002. Additionally, our International operation isforeign operations are subject to various other food safety and quality assurance oversight and review.
EMPLOYEES AND LABOR RELATIONS
As of September 27, 2014,30, 2017, we employed approximately 124,000122,000 employees. Approximately 108,000117,000 employees were employed in the United States, and 16,0005,000 employees were employed in foreign countries, primarily Brazil, China and Mexico.in China. Approximately 32,00031,000 employees in the United States were subject to collective bargaining agreements with various labor unions, with approximately 18%10% of those employees at locations either under negotiation for contract renewal or included under agreements expiring in fiscal 2015.2018. The remaining agreements expire over the next several years. Approximately 10,0004,000 employees in foreign countries were subject to collective bargaining agreements. We believe our overall relations with our workforce are good.
MARKETING AND DISTRIBUTION
Our principal marketing objective is to be the primarypreferred provider of chicken, beef, pork, chicken, and prepared foods products for our customers and consumers. We build the Tyson®, Jimmy Dean®, Hillshire Farm®, Sara Lee® frozen bakery, Ball Park®, Wright®, Aidells®, ibp® and State Fair® brands while supporting strong regional and emerging brands primarily through well-defined, product-specific advertising, marketing, and public relations efforts focused toward key consumer targets with specific needs. We identify distinct marketsgrowth and business opportunities through continuous consumer and market research. These efforts are designed to present key products as everyday solutions to relevant consumer problems; thereby becoming part of regular eating routines.customer insights derived via leading research and analytic capabilities. We utilize our national distribution system and customer support services to achieve the leading market position for our products.products and brands.
We have the ability to produce and ship fresh, frozen and refrigerated products worldwide. Domestically, our distribution system extends to a broad network of food distributors and is supported by our owned or leased cold storage warehouses, public cold storage facilities and our transportation system. Our distribution centers accumulate fresh and frozen products so we can fill and consolidate partial-truckload orders into full truckloads, thereby decreasing shipping costs while increasing customer service. In addition, we provide our customers a wide selection of products that do not require large volume orders. Our distribution system enables us to supply large or small quantities of products to meet customer requirements anywhere in the continental United States. Internationally, we utilize both rail and truck refrigerated transportation to domestic ports, where consolidations take place to transport to foreign destinations.

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PATENTS AND TRADEMARKS
We have filed a number of patents and trademarks relating to our processes and products that either have been approved or are in the process of application.review. Because we do a significant amount of brand name and product line advertising to promote our products, we consider the protection of our trademarks to be important to our marketing efforts.efforts and have registered and applied for the registration of a number of trademarks. We also have developed non-public proprietary information regarding our production processes and other product-related matters. We utilize internal procedures and safeguards to protect the confidentiality of such information and, where appropriate, seek patent and/or trademarkother protection for the technology we utilize.
INDUSTRY PRACTICES
Our agreements with customers are generally short-term, primarily due to the nature of our products, industry practices and fluctuations in supply, demand and price for such products. In certain instances where we are selling further processed products to large customers, we may enter into written agreements whereby we will act as the exclusive or preferred supplier to the customer, with pricing terms that are either fixed or variable.
AVAILABILITY OF SEC FILINGS AND CORPORATE GOVERNANCE DOCUMENTS ON INTERNET WEBSITE
We maintain an internet website for investors at http://ir.tyson.com. On this website, we make available, free of charge, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, XBRL (eXtensible Business Reporting Language) reports, and all amendments to any of those reports, as soon as reasonably practicable after we electronically file such reports with, or furnish such reports to, the Securities and Exchange Commission. Also available on the website for investors are the Corporate Governance Principles, Audit Committee charter, Compensation and Leadership Development Committee charter, Governance and Nominating Committee charter, Strategy and Acquisitions Committee charter, Code of Conduct and Whistleblower Policy. Our corporate governance documents are available in print, free of charge to any shareholder who requests them.


CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION FOR THE PURPOSE OF “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Certain information in this report constitutes forward-looking statements. Such forward-looking statements include, but are not limited to, current views and estimates of our outlook for fiscal 2015,2018, 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 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 effect of, or changes in, general economic conditions; (ii) 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; (iii)(ii) 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; (iv) successful rationalization of existing facilities and operating efficiencies of the facilities; (v) risks associated with our commodity purchasing activities; (vi) access to foreign markets together with foreign economic conditions, including currency fluctuations, import/export restrictions and foreign politics; (vii)(iii) outbreak of a livestock disease (such as 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 access certain domestic and foreign markets; (iv) the integration of AdvancePierre Foods Holdings, Inc.; (v) the effectiveness of our financial fitness program; (vi) the implementation of an enterprise resource planning system; (vii) access to foreign markets together with foreign economic conditions, including currency fluctuations, import/export restrictions and foreign politics; (viii) changes in availability and relative costs of labor and contract growers and our ability to maintain good relationships with employees, labor unions, contract growers and independent producers providing us livestock; (ix) issues related to food safety, including costs resulting from product recalls, regulatory compliance and any related claims or litigation; (x) changes in consumer preference and diets and our ability to identify and react to consumer trends; (xi) significanteffectiveness of advertising and marketing plan changes by large customers or loss of one or more large customers;programs; (xii) adverse results from litigation;our ability to leverage brand value propositions; (xiii) impacts on our operations caused by factors and forces beyond our control, such as natural disasters, fire, bioterrorism, pandemic or extreme weather; (xiv) risks associated with leverage, including cost increases due to rising interest rates or changes in debt ratings or outlook; (xiv) impairment in the carrying value of our goodwill or indefinite life intangible assets; (xv) 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; (xvi) adverse results from litigation; (xvii) cyber incidents, security breaches or other disruptions of our information technology systems; (xviii) our ability to make effective acquisitions or joint ventures and successfully integrate newly acquired businesses into existing operations; (xvii) failures(xix) risks associated with our commodity purchasing activities; (xx) the effect of, or security breacheschanges in, general economic conditions; (xxi) significant marketing plan changes by large customers or loss of one or more large customers; (xxii) impacts on our information technology systems; (xviii) effectivenessoperations caused by factors and forces beyond our control, such as natural disasters, fire, bioterrorism, pandemics or extreme weather; (xxiii) failure to maximize or assert our intellectual property rights; (xxiv) our participation in a multiemployer pension plan; (xxv) the Tyson Limited Partnership’s ability to exercise significant control over the Company; (xxvi) effects related to changes in tax rates, valuation of advertisingdeferred tax assets and marketing programs;liabilities, or tax laws and (xix)their interpretation; (xxvii) volatility in capital markets or interest rates; and (xxviii) those factors listed under Item 1A. “Risk Factors.”


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ITEM 1A. RISK FACTORS
These risks, which should be considered carefully with the information provided elsewhere in this report, could materially adversely affect our business, financial condition or results of operations. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or results of operations.
The integration of The Hillshire Brands Company may be more difficult, costly or time consuming than expected, and the acquisition may not result in any or all of the anticipated benefits, including cost synergies.
The success of the acquisition of Hillshire Brands, including the realization of the anticipated benefits, will depend in part on our ability to successfully integrate Hillshire Brands’ businesses in an efficient and effective manner. We may not be able to accomplish this integration process smoothly or successfully. The necessity of coordinating geographically separated organizations, systems and facilities and addressing possible differences in business backgrounds, corporate cultures and management philosophies may increase the difficulties of integration. Failure to effectively integrate the businesses could adversely impact the expected benefits of the acquisition, including cost synergies stemming from supply chain efficiencies, merchandising activities and overlapping general and administrative functions.
The integration of two large companies is complex, and we will be required to devote significant management attention and incur substantial costs to integrate Hillshire Brands’ and Tyson’s business practices, policies, cultures and operations. This diversion of our management’s attention from day-to-day business operations and the execution and pursuit of strategic plans and initiatives could result in performance shortfalls, which could adversely impact the combined company’s business, operations and financial results. The integration process could also result in the loss of key employees, which could adversely impact the combined company’s future financial results.
Furthermore, during the integration planning process, we may encounter additional challenges and difficulties, including those related to, without limitation, managing a larger combined company; streamlining supply chains, consolidating corporate and administrative infrastructures and eliminating overlapping operations; retaining our existing vendors and customers; unanticipated issues in integrating information technology, communications and other systems; and unforeseen and unexpected liabilities related to the acquisition of Hillshire Brands’ business. Delays encountered in the integration could adversely impact the business, financial condition and operations of the combined company.
We continue to evaluate our estimates of synergies to be realized from the Hillshire Brands acquisition and refine them, so that our actual cost-savings could differ materially from our current estimates. Actual cost-savings, the costs required to realize the cost-savings and the source of the cost-savings could differ materially from our estimates, and we cannot assure you that we will achieve the full amount of cost-savings on the schedule anticipated or at all or that these cost-savings programs will not have other adverse effects on our business. In light of these uncertainties, you should not place undue reliance on our estimated cost-savings.
Finally, we may not be able to achieve the targeted operating or long-term strategic benefits of the Hillshire Brands acquisition or could incur higher transition costs. An inability to realize the full extent of, or any of, the anticipated benefits of the Hillshire Brands acquisition, as well as any delays encountered in the integration process, could have an adverse effect on our business, results of operations and financial condition.
Fluctuations in commodity prices and in the availability of raw materials, especially feed grains, live cattle, live swine and other inputs could negatively impact our earnings.
Our results of operations and financial condition, as well as the selling prices for our products, are dependent upon the cost and supply of commodities and raw materials such as beef, pork, beef, poultry, corn, soybean, packaging materials and energy and, to a lesser extent, cheese, fruit, seasoning blends, flour, corn syrup, corn oils, butter and sugar. Corn, soybean meal and other feed ingredients, for instance, represented roughly 68%55% of our cost of growing a live chicken in fiscal 2014.2017. Production and pricing of these commodities are determined by constantly changing market forces of supply and demand over which we have limited or no control. Such factors include, among other things, weather patterns throughout the world, outbreaks of disease, the global level of supply inventories and demand for grains and other feed ingredients, as well as agricultural and energy policies of domestic and foreign governments.
Volatility in our commodity and raw material costs directly impact our gross margin and profitability. The company’sCompany’s objective is to offset commodity price increases with pricing actions over time. However, we may not be able to increase our product prices enough to sufficiently offset increased raw material costs due to consumer price sensitivity or the pricing postures of our competitors. In addition, if we increase prices to offset higher costs, we could experience lower demand for our products and sales volumes. Conversely, decreases in our commodity and other input costs may create pressure on us to decrease our prices. While we use derivative financial instruments, primarily futures and options, to reduce the effect of changing prices and as a mechanism to procure the underlying commodity, we do not fully hedge against changes in commodities prices.


Over time, if we are unable to price our products to cover increased costs, to offset operating cost increases with continuous improvement savings or are not successful in our commodity hedging program, then commodity and raw material price volatility or increases could materially and adversely affect our profitability, financial condition and results of operations.

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The prices we receive for our products may fluctuate due to competition from other food producers and processors.
The food industry in general is intensely competitive. We face competition from other food producers and processors that have various product ranges and geographic reach. Some of the factors on which we compete include: pricing, product safety and quality, brand identification, innovation, breadth and depth of product offerings, availability of our products (including distribution channels used, such as e-commerce) and competing products, customer service, and credit terms.
From time to time in response to these competitive pressures or to maintain market share, we may need to reduce the prices for some of our products or increase or reallocate spending on marketing, advertising and promotions and new product innovation. Such pressures also may restrict our ability to increase prices in response to raw material and other cost increases. Any reduction in prices as a result of competitive pressures, or any failure to increase prices to offset cost increases, could harm our profit margins. If we reduce prices but we cannot increase sales volumes to offset the price changes, then our financial condition and results of operations will suffer. Alternatively, if we do not reduce our prices and our competitors seek advantage through pricing or promotional changes, our revenues and market share wouldcould be adversely affected.
Outbreaks of livestock diseases can adversely impact our ability to conduct our operations and the supply and demand for our products.
DemandSupply of and demand for our products can be adversely impacted by outbreaks of livestock diseases, which can have a significant impact on our financial results. Efforts are taken to control disease risks by adherence to good production practices and extensive precautionary measures designed to ensure the health of livestock. However, outbreaks of disease and other events, which may be beyond our control, either in our own livestock or cattle and hogslivestock owned by independent producers who sell livestock to us, could significantly affect demand for our products, consumer perceptions of certain protein products, the availability of livestock for purchase by us and our ability to conduct our operations. Moreover, the outbreak of livestock diseases, particularly in our Chicken segment, could have a significant effect on the livestock we own by requiring us to, among other things, destroy any affected livestock. Furthermore, an outbreak of disease could result in governmental restrictions on the import and export of our products to or from our suppliers, facilities or customers. This could also result in negative publicity that may have an adverse effect on our ability to market our products successfully and on our financial results.
The integration of AdvancePierre may be more difficult, costly or time consuming than expected, and the acquisition may not result in any or all of the anticipated benefits, including cost synergies.
The success of the acquisition of AdvancePierre, including the realization of the anticipated benefits, will depend in part on our ability to successfully integrate AdvancePierre’s businesses in an efficient and effective manner. We may not be able to accomplish this integration process smoothly or successfully. The necessity of coordinating geographically separated organizations, systems and facilities and addressing possible differences in business backgrounds, corporate cultures and management philosophies may increase the difficulties of integration. Failure to effectively integrate the businesses could adversely impact the expected benefits of the acquisition, including cost synergies arising from supply chain efficiencies, merchandising activities and overlapping general and administrative functions.
The integration of two large companies is complex, and we will be required to devote significant management attention and incur substantial costs to integrate AdvancePierre's and Tyson’s business practices, policies, cultures and operations. This diversion of our management’s attention from day-to-day business operations and the execution and pursuit of strategic plans and initiatives could result in performance shortfalls, which could adversely impact the combined company’s business, operations and financial results. The integration process could also result in the loss of key employees, which could adversely impact the combined company’s future financial results.
Furthermore, during the integration planning process, we may encounter additional challenges and difficulties, including those related to, without limitation, managing a larger combined company; streamlining supply chains, consolidating corporate and administrative infrastructures and eliminating overlapping operations; retaining our existing vendors and customers; unanticipated issues in integrating information technology, communications and other systems; and unforeseen and unexpected liabilities related to the acquisition of AdvancePierre. Delays encountered in the integration could adversely impact the business, financial condition and operations of the combined company.
We continue to evaluate our estimates of synergies to be realized from the AdvancePierre acquisition and refine them. Our actual cost savings could differ materially from our current estimates. Actual cost savings, the costs required to realize the cost savings and the source of the cost savings could differ materially from our estimates, and we cannot assure you that we will achieve the full amount of cost savings on the schedule anticipated or at all or that these cost savings programs will not have other adverse effects on our business. In light of these uncertainties, you should not place undue reliance on our estimated cost savings.


Finally, we may not be able to achieve the targeted operating or long-term strategic benefits of the AdvancePierre acquisition in a timely manner or at all or could incur higher transition costs than anticipated. An inability to realize the full extent of, or any of, the anticipated benefits of the AdvancePierre acquisition, as well as any delays encountered in the integration process, could have an adverse effect on our business, results of operations and financial condition.
We may not realize any or all of the anticipated benefits of our financial fitness program, which may prove to be more difficult, costly, or time consuming than expected.
In the fourth quarter of fiscal 2017, our Board of Directors approved a multi-year restructuring program (the “Financial Fitness Program”), which is expected to contribute to the Company’s overall strategy of financial fitness through increased operational effectiveness and overhead reduction. For more information regarding this program, refer to the heading “Overview” set forth in Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this report.
The success of the Financial Fitness Program, including the realization of the anticipated benefits, will depend in part on our ability to successfully implement the program in an efficient and effective manner. The implementation of the Financial Fitness Program may be more difficult, costly, or time consuming than expected, and the Financial Fitness Program may not result in any or all of the anticipated benefits. If we are unable to implement the Financial Fitness Program smoothly or successfully, or we otherwise do not capture the anticipated savings, our business, results of operations and financial condition for future periods could be negatively impacted.
In addition, we may incur higher costs associated with reductions in overhead than anticipated, and the reduction in overhead could result in performance shortfalls. The Financial Fitness Program may become a distraction for our organization and may disrupt our ongoing business operations; cause deterioration in employee morale; disrupt or weaken the internal control structures of the affected business operations; and result in negative publicity which could affect our corporate reputation. If we are unable to successfully manage the negative consequences of the Financial Fitness Program, our business, results of operations and financial condition for future periods could be adversely affected.
We may experience difficulties in implementing an enterprise resource planning system over the next few years.
We are engaged in a multi-year implementation of an enterprise resource planning (“ERP”) system. Such an implementation is a major undertaking from a financial, management, and personnel perspective. The implementation of the ERP system may prove to be more difficult, costly, or time consuming than expected, and there can be no assurance that this system will continue to be beneficial to the extent anticipated. Any disruptions, delays or deficiencies in the design and implementation of our new ERP system could adversely affect our ability to process orders, ship products, send invoices and track payments, fulfill contractual obligations, produce financial reports, or otherwise operate our business. As we implement our new ERP system, our exposure to system attacks may be elevated because we will be running old and new processes in parallel and must simultaneously protect both the new system and legacy systems. If we are unable to implement the ERP system smoothly or successfully, or we otherwise do not capture anticipated benefits, our business, results of operations and financial condition for future periods could be negatively impacted. Additionally, our implementation of the ERP system may involve greater utilization of third-party “cloud” computing services in connection with our business operations. Problems faced by us or our third-party “cloud” computing providers, including technological or business-related disruptions, as well as cybersecurity threats, could adversely impact our business, results of operations and financial condition for future periods.
We are subject to risks associated with our international activities, which could negatively affect our sales to customers in foreign countries, as well as our operations and assets in such countries.
In fiscal 2014,2017, we sold products to approximately 130117 countries. Major sales markets include Brazil, Canada, Central America, China, the European Union, Japan, Mexico, the Middle East, South Korea Taiwan, and Vietnam.Taiwan. Our sales to customers in foreign countries for fiscal 20142017 totaled $6.3$4.5 billion, of which $4.7$3.9 billion related to export sales from the United States. In addition, we had approximately $324$217 million of long-lived assets located in foreign countries, primarily Brazil, China, European Union and India, at the end of fiscal 2014.2017.
As a result, we are subject to various risks and uncertainties relating to international sales and operations, including:
imposition of tariffs, quotas, trade barriers and other trade protection measures imposed by foreign countries regarding the importation of poultry, beef, pork, poultry, and prepared foods products, in addition to import or export licensing requirements imposed by various foreign countries;
closing of borders by foreign countries to the import of poultry, beef, pork, and porkpoultry products due to animal disease or other perceived health or safety issues;
impact of currency exchange rate fluctuations between the U.S.United States dollar and foreign currencies, particularly the Brazilian real, the British pound sterling, the Canadian dollar, the Chinese renminbi, the European euro, the Indian rupeeJapanese yen and the Mexican peso;
political and economic conditions;
difficulties and costs to comply with, and enforcement of remedies under, a wide variety of complex domestic and international laws, treaties and regulations, including, without limitation, the United States Foreign Corrupt Practices Act and economic and trade sanctions enforced by the United States Department of the Treasury’s Office of Foreign Assets Control;


different regulatory structures and unexpected changes in regulatory environments;
tax rates that may exceed those in the United States and earnings that may be subject to withholding requirements and incremental taxes upon repatriation;
potentially negative consequences from changes in tax laws; and
distribution costs, disruptions in shipping or reduced availability of freight transportation.
Negative consequences relating to these risks and uncertainties could jeopardize or limit our ability to transact business in one or more of those markets where we operate or in other developing markets and could adversely affect our financial results.
We depend on the availability of, and good relations with, our employees.
We have approximately 124,000122,000 employees, approximately 42,00035,000 of whom are covered by collective bargaining agreements or are members of labor unions. Our operations depend on the availability and relative costs of labor and maintaining good relations with employees and the labor unions. If we fail to maintain good relations with our employees or with the labor unions, we may experience labor strikes or work stoppages, which could adversely affect our financial results.

If we are unable to attract, hire or retain key employees or a highly skilled and diverse global workforce, it could have a negative impact on our business, financial condition or results of operations.
8Our continued growth requires us to attract, hire, retain and develop key employees, including our executive officers and senior management team, and maintain a highly skilled and diverse global workforce. We compete to attract and hire highly skilled employees and our own employees are highly sought after by our competitors and other companies. Competition could cause us to lose talented employees, and unplanned turnover could deplete our institutional knowledge and result in increased costs due to increased competition for employees.



We depend on contract growers and independent producers to supply us with livestock.
We contract primarily with independent contract growers to raise the live chickens and turkeys processed in our poultry operations. A majority of our cattle and hogs are purchased from independent producers who sell livestock to us under marketing contracts or on the open market. If we do not attract and maintain contracts with growers or maintain marketing and purchasing relationships with independent producers, our production operations could be negatively affected.
If our products become contaminated, we may be subject to product liability claims and product recalls.recalls, which could adversely affect our financial results and damage our reputation.
Our products may be subject to contamination by disease-producing organisms or pathogens, such as Listeria monocytogenes, Salmonella and E. coli. These organisms and pathogens are found generally in the environment; therefore,environment and there is a risk that one or more, as a result of food processing, could be present in our products. These organisms and pathogens also can be introduced to our products as a result of improper handling at the further processing,further-processing, foodservice or consumer level. These risks may be controlled, but may not be eliminated, by adherence to good manufacturing practices and finished product testing. We have little, if any, control over handling procedures once our products have been shipped for distribution. Even an inadvertent shipment of contaminated products may be a violation of law and may lead to increased risk of exposure to product liability claims, increased scrutiny and penalties, including injunctive relief and plant closings, by federal and state regulatory agencies, and adverse publicity, which could exacerbate the associated negative consumer reaction. Any of these occurrences may have an adverse effect on our financial results.
In addition, we may be required to recall some of our products if they spoil, become contaminated, are tampered with or are mislabeled. A widespread product recall could result in significant losses due to the costs of a recall, the destruction of product inventory and lost sales due to the unavailability of product for a period of time. Such a product recall also could result in adverse publicity, damage to our reputation, and a loss of consumer confidence in our products, which could have a material adverse effect on our business results and the value of our brands.
Changes in consumer preference and failure to maintain favorable consumer perception of our brands and products could negatively impact our business.
The food industry in general is subject to changing consumer trends, demands and preferences. Trends within the food industry change often, and failure to identify and react to changes in these trends could lead to, among other things, reduced demand and price reductions for our brands and products. We strive to respond to consumer preferences and social expectations, but we may not be successful in our efforts.
We could be adversely affected if consumers lose confidence in the safety and quality of certain food products or ingredients, or the food safety system generally. Prolonged negative perceptions concerning the health implications of certain food products or ingredients or loss of confidence in the food safety system generally could influence consumer preferences and acceptance of some of our products and marketing programs. Continued negative perceptions and failure to satisfy consumer preferences could materially and adversely affect our product sales, financial condition and results of operations.


We have a number of iconic brands with significant value. Maintaining and continually enhancing the value of these brands is critical to the success of our business. Brand value is based in large part on consumer perceptions. Success in promoting and enhancing brand value depends in large part on our ability to provide high-quality products. Brand value could diminish significantly due to a number of factors, including consumer perception that we have acted in an irresponsible manner, adverse publicity about our products (whether or not valid), our failure to maintain the quality of our products, the failure of our products to deliver consistently positive consumer experiences or the products becoming unavailable to consumers.
Failure to continually innovate and successfully launch new products and maintain our brand image through marketing investment could adversely impact our operating results.
Our financial success is dependent on anticipating changes in consumer preferences, purchasing behaviors and dietary habits and successfully developing and launching new products and product extensions that consumers want.want in the channels where they shop. We devote significant resources to new product development and product extensions, however we may not be successful in developing innovative new products or our new products may not be commercially successful. To the extent we are not able to effectively gauge the direction of our key markets and successfully identify, develop, manufacture and market new or improved products in these changing markets, such as adapting to emerging e-commerce channels, our financial results and our competitive position will suffer. In addition, our introduction of new products or product extensions may generate litigation or other legal proceedings against us by competitors claiming infringement of their intellectual property or other rights, which could negatively impact our results of operations.
We also seek to maintain and extend the image of our brands through marketing investments, including advertising, consumer promotions and trade spend. Due to inherent risks in the marketplace associated with advertising, promotions and new product introductions, including uncertainties about trade and consumer acceptance, our marketing investments may not prove successful in maintaining or increasing our market share and could result in lower sales and profits. Continuing global focus on health and wellness, including weight management, and increasing media attention to the role of food marketing could adversely affect our brand image or lead to stricter regulations and greater scrutiny of food marketing practices.

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Our success in maintaining, extending and expanding our brand image also depends on our ability to adapt to a rapidly changing media environment, including our increasing reliance on social media and online dissemination of advertising campaigns. The growing use of social and digital media increases the speed and extent that information or misinformation and opinions can be shared. Negative posts or comments about us, our brands or our products on social or digital media could seriously damage our reputation and brand image.
We are subject to a variety of legal and regulatory restrictions on how and to whom we market our products, for instance marketing to children, which may limit our ability to maintain or extend our brand image. Negative posts or comments about us, our brands or our products on social or digital media could seriously damage our reputation and brand image. If we do not maintain or extend our brand image, then our product sales, financial condition and results of operations could be materially and adversely affected.
Failure to leverage our brand value propositions to compete against private label products, especially during economic downturn, may adversely affect our profitability.
In many product categories, we compete not only with other widely advertised branded products, but also with private label products that generally are sold at lower prices. Consumers are more likely to purchase our products if they believe that our products provide a higher quality and greater value than less expensive alternatives. If the difference in quality between our brands and private label products narrows, or if there is a perception of such a narrowing, consumers may choose not to buy our products at prices that are profitable for us. In addition, in periods of economic uncertainty, consumers tend to purchase more lower-priced private label or other economy brands. To the extent this occurs, we could experience a reduction in the sales volume of our higher margin products or a shift in our product mix to lower margin offerings. In addition, in times of economic uncertainty, consumers reduce the amount of food that they consume away from home at our foodservice customers, which in turn reduces our product sales.
Our level of indebtedness and the terms of our indebtedness could negatively impact our business and liquidity position.
Our indebtedness, including borrowings under our revolving credit facility and commercial paper program, may increase from time to time for various reasons, including fluctuations in operating results, working capital needs, capital expenditures and possible acquisitions, joint ventures or other significant initiatives. Our consolidated indebtedness level could adversely affect our business because:
it may limit or impair our ability to obtain financing in the future;
our credit ratings (or any decrease to our credit ratings) could restrict or impede our ability to access capital markets at desired interest rates and increase our borrowing costs;
it may reduce our flexibility to respond to changing business and economic conditions or to take advantage of business opportunities that may arise;
a portion of our cash flow from operations must be dedicated to interest payments on our indebtedness and is not available for other purposes; and
it may restrict our ability to pay dividends.


Our revolving credit facility containsand term loan facilities contain affirmative and negative covenants that, among other things, may limit or restrict our ability to: create liens and encumbrances; incur debt; merge, dissolve, liquidate or consolidate; make acquisitions and investments; dispose of or transfer assets; change the nature of our business; engage in certain transactions with affiliates; and enter into hedging transactions, in each case, subject to certain qualifications and exceptions. In addition, we are required to maintain minimum interest expense coverage and maximum debt to capitalization ratios.
Our senior notes and term loans also contain affirmative and negative covenants that, among other things, may limit or restrict our ability to: create liens; engage in certain sale/leaseback transactions; and engage in certain consolidations, mergers and sales of assets.
An impairment in the carrying value of our goodwill or indefinite life intangible assets could negatively impact our consolidated results of operations and net worth.
Goodwill and indefinite life intangible assets are initially recorded at fair value and not amortized, but are reviewed for impairment at least annually or more frequently if impairment indicators arise. In assessing the carrying value of goodwill and indefinite life intangible assets, we make estimates and assumptions about sales, operating margins, growth rates, royalty rates, EBITDA multiples, and discount rates based on budgets, business plans, economic projections, anticipated future cash flows and marketplace data. There are inherent uncertainties related to these factors and management’s judgment in applying these factors. Goodwill valuations have been calculated principally using an income approach. The income approach is based on the present value of future cash flows of each reporting unit and are believed to reflect market participant views which would exist in an exit transaction. Indefinite life intangible asset valuations have been calculated principally using relief-from-royalty and excess earnings approaches and are believed to reflect market participant views which would exist in an exit transaction. Under these valuation approaches, we are required to make various judgmental assumptions about appropriate discount rates. Disruptions in global credit and other financial markets and deterioration of economic conditions, could, among other things, cause us to increase the discount rate used in the valuations. We could be required to evaluate the recoverability of goodwill and indefinite life intangible assets prior to the annual assessment if we experience disruptions to the business, unexpected significant declines in operating results, divestiture of a significant component of our business or sustained market capitalization declines. These types of events and the resulting analyses could result in impairment charges in the future, which could be substantial. As of September 27, 2014,30, 2017, we had $10.8$13.4 billion of goodwill and indefinite life intangible assets, which represented approximately 45%48% of total assets.

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New or more stringent domestic and international government regulations could impose material costs on us and could adversely affect our business.
Our operations are subject to extensive federal, state and foreign laws and regulations by authorities that oversee food safety standards and processing, packaging, storage, distribution, advertising, labeling and export of our products. See “Environmental Regulation and Food Safety” in Item 1 of this Annual Report on Form 10-K. Changes in laws or regulations that impose additional regulatory requirements on us could increase our cost of doing business or restrict our actions, causing our results of operations to be adversely affected. For example, increased governmental interest in advertising practices may result in regulations that could require us to change or restrict our advertising practices.
Increased government regulations to limit carbon dioxide and other greenhouse gas emissions as a result of concern over climate change may result in increased compliance costs, capital expenditures and other financial obligations for us. We use natural gas, diesel fuel and electricity in the manufacturing and distribution of our products. Legislation or regulation affecting these inputs could materially affect our profitability. In addition, climate change could affect our ability to procure needed commodities at costs and in quantities we currently experience and may require us to make additional unplanned capital expenditures.
Legal claims, class action lawsuits, other regulatory enforcement actions, or failure to comply with applicable legal standards or requirements could affect our product sales, reputation and profitability.
We operate in a highly regulatedhighly-regulated environment with constantly evolving legal and regulatory frameworks. Consequently, we are subject to heightened risk of legal claims or other regulatory enforcement actions. Although we have implemented policies and procedures designed to ensure compliance with existing laws and regulations, there can be no assurance that our employees, contractors, or agents will not violate our policies and procedures. Moreover, a failure to maintain effective control processes could lead to violations, unintentional or otherwise, of laws and regulations. Legal claims or regulatory enforcement actions arising out of our failure or alleged failure to comply with applicable laws and regulations, including those contained in Item 3, Legal Proceedings and Part II, Item 8, Notes to Consolidated Financial Statements, Note 20: Commitments and Contingencies in this Annual Report on Form 10-K, could subject us to civil and criminal penalties, including debarment from governmental contracts that could materially and adversely affect our product sales, reputation, financial condition and results of operations. Loss of or failure to obtain necessary permits and registrations could delay or prevent us from meeting current product demand, introducing new products, building new facilities or acquiring new businesses and could adversely affect operating results.


The Company is subject to stringent environmental regulation and potentially subject to environmental litigation, proceedings, and investigations.
Our past and present business operations and ownership and operation of real property are subject to stringent federal, state, and local environmental laws and regulations pertaining to the discharge of materials into the environment, and the handling and disposition of wastes (including solid and hazardous wastes) or otherwise relating to protection of the environment. Compliance with these laws and regulations, and the ability to comply with any modifications to these laws and regulations, is material to our business. New matters or sites may be identified in the future that will require additional investigation, assessment, or expenditures. In addition, some of our facilities have been in operation for many years and, over time, we and other prior operators of these facilities may have generated and disposed of wastes that now may be considered hazardous. Future discovery of contamination of property underlying or in the vicinity of our present or former properties or manufacturing facilities and/or waste disposal sites could require us to incur additional expenses. The occurrence of any of these events, the implementation of new laws and regulations, or stricter interpretation of existing laws or regulations, could adversely affect our financial results.
Failures or security breaches ofWe are increasingly dependent on information technology, and our business and reputation could suffer if we are unable to protect our information technology systems could disruptagainst, or effectively respond to, cyber-attacks, other cyber incidents or security breaches or if our operations and negatively impact our business.information technology systems are otherwise disrupted.
Information technology is an important part of our business operations and we increasingly rely on information technology systems to manage business data and increase efficiencies in our production and distribution facilities and inventory management processes. We also use information technology to process financial information and results of operations for internal reporting purposes and to comply with regulatory, legal and tax requirements. In addition, we depend on information technology for digital marketing and electronic communications between our facilities, personnel, customers and suppliers. Like other companies, our information technology systems may be vulnerable to a variety of interruptions,disruptions, including duringbut not limited to the process of upgrading or replacing software, databases or components thereof, natural disasters, terrorist attacks, telecommunications failures, computer viruses, cyber-attacks, hackers, unauthorized access attempts and other security issues. Attempted cyber-attacks and other cyber incidents are occurring more frequently, are constantly evolving in nature, are becoming more sophisticated and are being made by groups and individuals with a wide range of motives and expertise.
We have implemented technologyand continue to evaluate security initiatives and disaster recovery plans to mitigate our exposure to these risks, but these measures may not be adequate. Any significant failure of our systems, including failures that prevent our systems from functioning as intended or our failure to timely identify or appropriately respond to cyber-attacks or other cyber incidents, could cause transaction errors, processing inefficiencies, loss of customers and sales, have negative consequences on our employees and our business partners, and have a negative impact on our operations or business reputation.
reputation and expose us to liability, litigation and regulatory enforcement actions. In addition, if we are unable to prevent security breaches, we may suffer financial and reputational damage or penalties because of the unauthorized disclosure of confidential information belonging to us or to our business partners, customers, consumers or suppliers. In addition,Finally, the disclosure of non-public sensitive information through external media channels could lead to the loss of intellectual property or damage our reputation and brand image. Similar risks exist with respect to the third-party vendors that we rely upon for aspects of our information technology support services and administrative functions, including health and benefit plan administration and certain finance and accounting functions, and systems managed, hosted, provided and/or used by third parties and their vendors.

11



If we pursue strategic acquisitions or divestitures, we may not be able to successfully consummate favorable transactions or successfully integrate acquired businesses.
We periodically evaluate potential acquisitions, joint ventures and other initiatives, and may seek to expand our business through the acquisition of companies, processing plants, technologies, products and services. Acquisitions and joint ventures involve financial and operational risks and uncertainties, including:
challenges in realizing the anticipated benefits of the transaction;
difficulty integrating acquired businesses, technologies, operations and personnel with our existing business;
diversion of management attention in connection with negotiating transactions and integrating the businesses acquired;
difficulty identifying suitable candidates or consummating a transaction on terms that are favorable to us;
challenges in retaining the acquired businesses' customers and key employees;
inability to implement and maintain consistent standards, controls, procedures and information systems;
exposure to unforeseen or undisclosed liabilities of acquired companies; and
the need to obtainavailability and terms of additional debt or equity financing for any transaction.
We may not be able to address these risks and successfully develop these acquired companies or businesses into profitable units. If we are unable to do this, such expansion could adversely affect our financial results.


Additionally, from time to time, we may divest businesses that do not meet our strategic objectives or do not meet our growth or profitability targets. We may not be able to complete desired or proposed divestitures on terms favorable to us. Gains or losses on the sales of, or lost operating income from, those businesses may affect our profitability and margins. Moreover, we may incur asset impairment charges related to divestitures that reduce our profitability. Our divestiture activities may present financial, managerial and operational risks. Those risks include diversion of management attention from existing businesses, difficulties separating personnel and financial and other systems, possible need for providing transition services to buyers, adverse effects on existing business relationships with suppliers and customers and indemnities and potential disputes with the buyers. Any of these factors could adversely affect our product sales, financial condition and results of operations. On April 24, 2017, we announced our intent to sell three non-protein businesses, Sara Lee® Frozen Bakery, Kettle and Van’s®, which are all a part of our Prepared Foods segment, as part of our strategic focus on protein-packed brands. We anticipate we will close the transactions by the end of calendar 2017.
Market fluctuations could negatively impact our operating results as we hedge certain transactions.
Our business is exposed to fluctuating market conditions. We use derivative financial instruments to reduce our exposure to various market risks including changes in commodity prices, interest rates and foreign exchange rates. We hold certain positions, primarily in grain and livestock futures, that do not qualify as hedges for financial reporting purposes. These positions are marked to fair value, and the unrealized gains and losses are reported in earnings at each reporting date. Therefore, losses on these contracts will adversely affect our reported operating results. While these contracts reduce our exposure to changes in prices for commodity products, the use of such instruments may ultimately limit our ability to benefit from favorable commodity prices.
Deterioration of economic conditions could negatively impact our business.
Our business may be adversely affected by changes in economic conditions, including inflation, interest rates, access to capital markets, consumer spending rates, energy availability and costs (including fuel surcharges) and the effects of governmental initiatives to manage economic conditions. Any such changes could adversely affect the demand for our products, or the cost and availability of our needed raw materials, cooking ingredients and packaging materials, thereby negatively affecting our financial results.
Disruptions in global credit and other financial markets and deterioration of economic conditions could, among other things:
make it more difficult or costly for us to obtain financing for our operations or investments or to refinance our debt in the future;
cause our lenders to depart from prior credit industry practice and make more difficult or expensive the granting of any amendment of, or waivers under, our credit agreements to the extent we may seek them in the future;
impair the financial condition of some of our customers and suppliers, thereby increasing customer bad debts or non-performance by suppliers;
negatively impact global demand for protein products, which could result in a reduction of sales, operating income and cash flows;
decrease the value of our investments in equity and debt securities, including our marketable debt securities, company-owned life insurance and pension and other postretirement plan assets;
negatively impact our commodity purchasing activities if we are required to record losses related to derivative financial instruments; or
impair the financial viability of our insurers.
The loss of one or more of our largest customers could negatively impact our business.
Our business could suffer significant setbacks in sales and operating income if our customers’ plans and/or markets change significantly or if we lost one or more of our largest customers, including, for example, Wal-Mart Stores, Inc., which accounted for 14.6%17.3% of our sales in fiscal 20142017. Our retail customers typically do not enter into written contracts, and if they do sign contracts, they generally are limited in scope and duration. There can be no assurance that significant customers will continue to purchase our products in the same mix or quantities or on the same terms as in the past. Alternative retail channels, such as convenience stores, dollar stores, drug stores, club stores and Internet-based retailershave increased their market share. This trend towards alternative channels is expected to continue in the future. If we are not successful in expanding sales in alternative retail channels, our business or financial results may be adversely impacted. Many of our customers, such as supermarkets, warehouse clubs and food distributors, have consolidated in recent years, and consolidation is expected to continue throughout the United States and in other major markets. These consolidations have produced large, sophisticated customers with increased buying power who are more capable of operating with reduced inventories, opposing price increases, and demanding lower pricing, increased promotional programs and specifically tailored products. These customers also may use shelf space currently used for our products for their own private label products. Because of these trends, our volume growth could slow or we may need to lower prices or increase promotional spending for our products. The loss of a significant customer or a material reduction in sales to, or adverse change to trade terms with, a significant customer could materially and adversely affect our product sales, financial condition and results of operations.

12




Extreme factors or forces beyond our control could negatively impact our business.
Our ability to make, move and sell products is critical to our success. Natural disasters, fire, bioterrorism, pandemic or extreme weather, including droughts, floods, excessive cold or heat, hurricanes or other storms, could impair the health or growth of livestock or interfere with our operations due to power outages, fuel shortages, decrease in availability of water, damage to our production and processing facilities or disruption of transportation channels or unfavorably impact the demand for, or our consumers’ ability to purchase our products, among other things. Any of these factors could have an adverse effect on our financial results.
Failure to maximize or to successfully assert our intellectual property rights could impact our competitiveness.
We consider our intellectual property rights, particularly and most notably our trademarks, but also our trade secrets, patents and copyrights, to be a significant and valuable aspect of our business. We attempt to protect our intellectual property rights through a combination of trademark, trade secret, patent and copyright laws, as well as licensing agreements, third-party nondisclosure and assignment agreements and policing of third-party misuses of our intellectual property. We cannot be sure that these intellectual property rights will be maximized or that they can be successfully asserted. There is a risk that we will not be able to obtain and perfect our own or, where appropriate, license intellectual property rights necessary to support new product introductions.
We cannot be sure that these rights, if obtained, will not be invalidated, circumvented or challenged in the future. In addition, even if such rights are obtained in the United States, the laws of some of the other countries in which our products are or may be sold do not protect our intellectual property rights to the same extent as the laws of the United States. Our failure to perfect or successfully assert our intellectual property rights could make us less competitive and could have an adverse effect on our business, operating results and financial condition.
Tyson Limited Partnership can exercise significant control.
As of September 27, 2014, Tyson Limited Partnership (the TLP) owns 99.985% of the outstanding shares of the Company's Class B Common Stock, $0.10 par value (Class B stock) and the TLP and members of the Tyson family own, in the aggregate, 1.78% of the outstanding shares of the Company's Class A Common Stock, $0.10 par value (Class A stock), giving them, collectively, control of approximately 70.14% of the total voting power of the Company's outstanding voting stock. At this time, the TLP does not have a managing general partner, as such, the management rights of the managing general partner may be exercised by a majority of the percentage interests of the general partners. As of September 27, 2014, Mr. John Tyson, Chairman of the Board of Directors, has 33.33% of the general partner percentage interests, and Ms. Barbara Tyson, a director of the Company, has 11.115% general partner percentage interests (the remaining general partnership interests are held by the Tyson Partnership Interest Trust (44.44%) and Harry C. Erwin, III (11.115%)). As a result of these holdings, positions and directorships, the partners in the TLP have the ability to exert substantial influence or actual control over our management and affairs and over substantially all matters requiring action by our stockholders, including amendments to our restated certificate of incorporation and by-laws, the election and removal of directors, any proposed merger, consolidation or sale of all or substantially all of our assets and other corporate transactions. This concentration of ownership may also delay or prevent a change in control otherwise favored by our other stockholders and could depress our stock price. Additionally, as a result of the TLP's significant ownership of our outstanding voting stock, we are eligible for “controlled company” exemptions from certain corporate governance requirements of the New York Stock Exchange.
We could incur substantial tax liabilities as a result of the DEMB Master Blenders 1753 N.V (“DEMB”) Spin-Off.
On June 28, 2012, Hillshire Brands divested its international coffee and tea business segment through the spin-off of DEMB (the “Spin-Off”). Hillshire Brands intended for the Spin-Off and certain related transactions to qualify as tax-free under Sections 355, 368(a)(1)(D), and 361 and related provisions of the U.S. Internal Revenue Code, which we refer to as the Code, and Hillshire Brands received a private letter ruling from the IRS substantially to the effect that the Spin-Off and certain related transactions, including the debt exchange, will qualify as tax-free to Hillshire Brands and its stockholders for U.S. federal income tax purposes. Although a private letter ruling generally is binding on the IRS, if the factual representations or assumptions made in the private letter ruling request are untrue or incomplete in any material respect, or any material forward-looking covenants or undertakings are not complied with, then Hillshire Brands would not be able to rely on the ruling. In addition, the ruling is based on current law, and cannot be relied upon if the applicable law changes with retroactive effect. As a matter of practice the IRS does not rule on every requirement for a tax-free spin-off or tax-free debt-for-debt exchange, and the parties relied solely on the opinion of counsel for comfort that such additional requirements should be satisfied. The opinion of counsel relies on, among other things, the continuing validity of the ruling and various assumptions and representations as to factual matters made by Hillshire Brands and DEMB which, if inaccurate or incomplete in any material respect, would jeopardize the conclusions reached by counsel in its opinion. The opinion is not binding on the IRS or the courts, and there can be no assurance that the IRS or the courts will not challenge the conclusions stated in the opinion or that any such challenge would not prevail. Accordingly, even though Hillshire Brands obtained a ruling and a “should” opinion of counsel, the IRS could assert that Hillshire Brands has not satisfied the requirements for tax-free treatment and such assertion, if successful, could result in significant U.S. federal income tax liabilities for us.

13



Events subsequent to the Spin-Off could cause the Spin-Off to become taxable. Under the terms of the tax sharing agreement Hillshire Brands entered into with DEMB in connection with the Spin-Off, DEMB will generally be required to indemnify Hillshire Brands for 100% of any taxes imposed on DEMB and its subsidiaries or Hillshire Brands and its subsidiaries in the event that the Spin-Off and certain related transactions were to fail to qualify for tax-free treatment as a result of an acquisition of DEMB (including the acquisition of DEMB by J.A. Benckiser), or actions or omissions (including breaches of certain representations and warranties made in the tax sharing agreement) by DEMB or any of its affiliates. However, if the Spin-Off or certain related transactions were to fail to qualify for tax-free treatment because of actions or omissions by Hillshire Brands or any of its affiliates, Hillshire Brands would be responsible for all such taxes. In addition, Hillshire Brands would be responsible for 50% of any taxes resulting from the failure of the Spin-Off and certain related transactions to qualify as tax-free, which failure is not due to actions or omissions (including breaches of certain representations and warranties made in the tax sharing agreement) by Hillshire Brands, DEMB or any of Hillshire Brands’ or DEMB's respective subsidiaries. There can be no assurance that the tax sharing agreement will be sufficient to protect Hillshire Brands against any tax liabilities that may arise, or that DEMB will be able to fully satisfy its indemnification obligations. Hillshire Brands’ inability to enforce the indemnification provisions of the tax sharing agreement or obtain indemnification paymentsParticipation in a timely manner could adversely affect our results of operations, cash flows and financial condition.
Multiemployer Pension Plan could adversely affect our business.
Through our wholly owned subsidiary, Hillshire Brands, we participate in a “multiemployer” pension plan administered by a labor union representing some of its employees. We are required to make periodic contributions to this plan to allow them to meet their pension benefit obligations to their participants. Our required contributions to this fund could increase because of a shrinking contribution base as a result of the insolvency or withdrawal of other companies that currently contribute to this fund, inability or failure of withdrawing companies to pay their withdrawal liability, lower than expected returns on pension fund assets or other funding deficiencies. In the event that we withdraw from participation in this plan, then applicable law could require us to make an additional lump-sum contribution to the plan, and we would have to reflect that as an expense in our consolidated statement of operations and as a liability on our consolidated balance sheet. Our withdrawal liability would depend on the extent of the plan's funding of vested benefits. The multiemployer plan in which we participate is reported to have significant underfunded liabilities. Such underfunding could increase the size of our potential withdrawal liability. In the event a withdrawal or partial withdrawal was to occur with respect to the multiemployer plan, the impact to our consolidated financial statements could be material.
Tyson Limited Partnership can exercise significant control.
As of September 30, 2017, Tyson Limited Partnership (the "TLP") owns 99.985% of the outstanding shares of the Company's Class B Common Stock, $0.10 par value (Class B stock) and the TLP and members of the Tyson family own, in the aggregate, 2.07% of the outstanding shares of the Company's Class A Common Stock, $0.10 par value (Class A stock), giving them, collectively, control of approximately 70.78% of the total voting power of the Company's outstanding voting stock. At this time, the TLP does not have a managing general partner, as such, the management rights of the managing general partner may be exercised by a majority of the percentage interests of the general partners. As of September 30, 2017, Mr. John Tyson, Chairman of the Board of Directors, has 33.33% of the general partner percentage interests, and Ms. Barbara Tyson, a director of the Company, has 11.115% general partner percentage interests (the remaining general partnership interests are held by the Donald J. Tyson Revocable Trust (44.44%) and Harry C. Erwin, III (11.115%)). As a result of these holdings, positions and directorships, the partners in the TLP have the ability to exert substantial influence or actual control over our management and affairs and over substantially all matters requiring action by our stockholders, including amendments to our restated certificate of incorporation and by-laws, the election and removal of directors, any proposed merger, consolidation or sale of all or substantially all of our assets and other corporate transactions. This concentration of ownership may also delay or prevent a change in control otherwise favored by our other stockholders and could depress our stock price. Additionally, as a result of the TLP's significant ownership of our outstanding voting stock, we are eligible for “controlled company” exemptions from certain corporate governance requirements of the New York Stock Exchange.
We may incur additional tax expense or become subject to additional tax liabilities.
We are subject to taxes in the United States and numerous foreign jurisdictions. Significant judgment is required in determining our provision for income taxes. Our total income tax expense could be affected by changes in tax rates in various jurisdictions, changes in the valuation of deferred tax assets and liabilities or changes in tax laws or their interpretation. We are also subject to the examination of our tax returns and other tax matters by the Internal Revenue Service and other tax authorities. There can be no assurance as to the outcome of these examinations. If a taxing authority disagrees with the positions we have taken, we could face additional tax liability, including interest and penalties, which could adversely affect our financial results.


Volatility in the capital markets or interest rates could adversely impact our pension costs and the funded status of our pension plans.
We sponsor a number of defined benefit plans for employees in the United States. The difference between plan obligations and assets, which signifies the funded status of the plans, is a significant factor in determining the net periodic benefit costs of the pension plans and our ongoing funding requirements. As of September 27, 2014,30, 2017, the funded status of our defined benefit pension plans was an underfunded position of $381$195 million, as compared to an underfunded position of $86$336 million at the end of fiscal 2013. The increase in the underfunded position is due to the acquisition of Hillshire Brands.2016. Changes in interest rates and the market value of plan assets can impact the funded status of the plans and cause volatility in the net periodic benefit cost and our future funding requirements. The exact amount of cash contributions made to pension plans in any year is dependent upon a number of factors, including minimum funding requirements.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.

14



ITEM 2. PROPERTIES
We have production and distribution operations in the following states: Alabama, Arizona, Arkansas, California, Delaware, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Mississippi,Maine, Maryland, Michigan, Mississippi, Missouri, Nebraska, New Mexico, New York,Jersey, North Carolina, Oklahoma, Ohio, Pennsylvania, South Carolina, Tennessee, Texas, Utah, Virginia, Washington and Wisconsin. We also have sales offices throughout the United States. Additionally, we either directly or through our subsidiaries, have sales offices, facilities or participate in joint venture operations in Argentina, Brazil, Canada, China, the Dominican Republic, Hong Kong, India, Ireland, Japan, Mexico, the Netherlands, Peru,New Zealand, the Philippines, Russia, South Korea, Spain, Sri Lanka, Taiwan, Thailand, Turkey, the United Arab Emirates, the United Kingdom and Venezuela.
Number of FacilitiesNumber of Facilities
Owned
 Leased
 Total
Owned
 Leased
 Total
Beef Segment Production Facilities12
 
 12
Pork Segment Production Facilities9
 
 9
Chicken Segment:          
Processing plants45
 1
 46
Processing plants(1)
47
 1
 48
Rendering plants9
 
 9
9
 
 9
Blending mills2
 
 2
2
 
 2
Feed mills32
 
 32
33
 
 33
Broiler hatcheries59
 3
 62
59
 3
 62
Breeder houses368
 
 368
457
 44
 501
Broiler farm houses48
 
 48
50
 
 50
Pet treats plant1
 
 1
1
 
 1
Beef Segment Production Facilities13
 
 13
Pork Segment Production Facilities9
 
 9
Prepared Foods Segment:    

    

Processing plants(1)
35
 6
 41
38
 4
 42
Hillshire Brands turkey operation facilities6
 
 6
Hillshire Brands distribution centers5
 
 5
International Segment:     
Processing plants9
 2
 11
Rendering plants6
 
 6
Feed mills7
 4
 11
Broiler hatcheries3
 4
 7
Breeder houses159
 
 159
Broiler farm houses439
 
 439
Distribution Centers10
 9
 19
Cold Storage Facilities60
 14
 74
Research and Development Facilities(2)
1
 1
 2
Turkey operation facilities6
 
 6
Distribution Centers(2)
12
 2
 14
Cold Storage Facilities(2)
51
 1
 52
Research and Development Facilities1
 1
 2
  
Capacity(3)
per week at
September 27, 2014

 
Fiscal 2014
Average Capacity
Utilization

  
Capacity(3)
per week at
September 30, 2017

 
Fiscal 2017
Average Capacity
Utilization

Chicken Processing Plants  40 million head
 90%
Beef Production Facilities  173,000 head
 77%  162,000 head
 80%
Pork Production Facilities  445,000 head
 86%  456,000 head
 93%
Prepared Foods Processing Plants  85 million pounds
 86%
International Processing Plants  8 million head
 67%
Chicken Production Facilities  39 million head
 89%
Prepared Foods Processing Facilities  88 million pounds
 85%
(1) 
Includes 12 ownedCertain facilities acquired in the AdvancePierre acquisition produce products that are reported in both the Chicken and four leased legacy Hillshire Brands processing plants. Additionally the 35 owned processing plants include three facilities, two legacy Prepared Foods (Buffalo, New Yorksegments. For presentation purposes, the acquired facilities are reflected in the segment that had the majority of the facility’s production. As a result, two facilities were added to the Chicken segment and Santa Teresa, New Mexico) and one legacy Hillshire Brands (Florence, Alabama), scheduledeight facilities were added to close in fiscal 2015.the Prepared Foods segment.
(2) 
Includes onea leased facility outside Chicago, Illinois assumedDistribution Center and a leased Cold Storage Facility acquired in our acquisition of Hillshire Brands.the AdvancePierre acquisition.
(3)
(3)    Capacity per week based on the following: Beef and Pork (six day week) and Chicken and Prepared Foods (five day week).
Capacity per week based on the following: Chicken- five day week, Prepared Foods and International- five to six day week, Beef and Pork- six day week.

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Beef: Beef plants include various phases of harvesting live cattle and fabricating beef products. We also have various plants which have rendering operations along with tanneries and hide treatment operations. The Beef segment includes three case-ready operations that share facilities with the Pork segment. One of the beef facilities contains a tallow refinery.
Pork: Pork plants include various phases of harvesting live hogs and fabricating pork products and allied products. The Pork segment includes three case-ready operations that share facilities with the Beef segment.
Chicken: Chicken processing plants include various phases of slaughtering,harvesting, dressing, cutting, packaging, deboning and further-processing. We also have 3029 animal nutrition operations, nine of which are associated with the Chicken rendering plants, 2019 within various Chicken processing facilities and one pet treats plant. The blending mills, feed mills and broiler hatcheries have sufficient capacity to meet the needs of the chicken growout operations.
Beef: Beef plants include various phases of slaughtering live cattle and fabricating beef products. Some also treat and tan hides. The Beef segment includes three case-ready operations that share facilities with the Pork segment. One of the beef facilities contains a tallow refinery. Carcass facilities reduce live cattle to dressed carcass form. Processing facilities conduct fabricating operations to produce boxed beef and allied products.
Pork: Pork plants include various phases of slaughtering live hogs and fabricating pork products and allied products. The Pork segment includes three case-ready operations that share facilities with the Beef segment.
Prepared Foods: Prepared Foods plants process fresh and frozen chicken, turkey, beef, pork and other raw materials into ready-to-eat sandwiches, sandwich components such as flame-grilled hamburgers and Philly steaks, pizza toppings, branded and processed meats, desserts, appetizers, prepared meals, ethnic foods, soups, sauces, side dishes, pizza crusts, flour and corn tortilla products and meat dishes.
International: InternationalIn addition, our foreign chicken production operations in China and India include four processing plants, two rendering plants, three feed mills and five broiler hatcheries. The processing plants include various phases of slaughtering,harvesting, dressing, cutting, packaging, deboning and further-processing.further-processing chicken. The feed mills and broiler hatcheries generally have sufficient capacity to meet the needs of the foreign chicken growout operations.
We believe our present facilities are generally adequate and suitable for our current purposes; however, seasonal fluctuations in inventories and production may occur as a reaction to market demands for certain products. We regularly engage in construction and other capital improvement projects intended to expand capacity and improve the efficiency of our processing and support facilities. We also consider the efficiencies of our operations and may from time to time consider changing the number or type of plants we operate to align with our capacity needs.
ITEM 3. LEGAL PROCEEDINGS
Refer to the description of certain legal proceedings pending against us under Part II, Item 8, Notes to Consolidated Financial Statements, Note 20: Commitments and Contingencies, which discussion is incorporated herein by reference. Listed below are certain additional legal proceedings involving the Company and/or its subsidiaries.
On January 27, 2017, Haff Poultry, Inc., Craig Watts, Johnny Upchurch, Jonathan Walters and Brad Carr, acting on behalf of themselves and a putative class of broiler chicken farmers, filed a class action complaint against us and certain of our poultry subsidiaries, as well as several other vertically-integrated poultry processing companies, in the United States District Court for the Eastern District of Oklahoma. On March 28, 2017, a second class action complaint making similar claims on behalf of a similarly defined putative class was filed in the United States District Court for the Eastern District of Oklahoma. Plaintiffs in the two cases sought to have the matters consolidated, and, on July 10, 2017, filed a consolidated amended complaint styled In re Broiler Chicken Grower Litigation. The plaintiffs allege, among other things, that the defendants colluded not to compete for broiler raising services “with the purpose and effect of fixing, maintaining, and/or stabilizing grower compensation below competitive levels.” The plaintiffs also allege that the defendants “agreed to share detailed data on [g]rower compensation with one another, with the purpose and effect of artificially depressing [g]rower compensation below competitive levels.” The plaintiffs contend these alleged acts constitute violations of the Sherman Antitrust Act and Section 202 of the Grain Inspection, Packers and Stockyards Act of 1921. The plaintiffs are seeking treble damages, pre- and post-judgment interest, costs, and attorneys’ fees on behalf of the putative class. We and the other defendants filed a motion to dismiss on September 8, 2017. That motion is pending.
On April 23, 2015, the United States Environmental Protection Agency (EPA) issued a Finding and Notice of Violation (NOV) to Tyson Foods, Inc. and our subsidiary, Southwest Products, LLC, alleging violations of the California Truck and Bus Regulation. The NOV alleged that certain diesel-powered trucks operated by us in California did not comply with California’s emission requirements for in-use trucks and that we did not verify the compliance status of independent carriers hired to carry products in California. In January 2016, the EPA proposed that we pay a civil penalty of $283,990 to resolve these allegations. In June 2017, the EPA withdrew this proposal and referred the matter to the California Air Resources Board (CARB). We are cooperating with the CARB and, in July 2017, we signed a tolling agreement with the CARB. The CARB has not yet made a demand in the matter.


On June 17, 2014, the Missouri attorney general filed a civil lawsuit against us in the circuit courtCircuit Court of Barry County, Missouri, concerning an incident that occurred in May 2014 in which some feed supplement was discharged from our plant in Monett, Missouri, to the City of Monett’s wastewater treatment plant allegedly leading to a fish kill in a local stream and odor issues around the plant. That lawsuit alleges six violations stemming fromIn January 2015, a consent judgment was entered that resolved the incidentlawsuit. The judgment required payment of $540,000, which included amounts for penalties, cost recovery and seeks penalties against us, compensation for damage tosupplemental environmental projects. We subsequently satisfied all these requirements, and the stream, and reimbursement for the State of Missouri’s costsconsent judgment was terminated in investigating the matter. The U.S. Environmental Protection Agency has also indicated to us that it has begunJanuary 2017. Following a criminal investigation by the EPA into the incident. If we become subjectincident, one of the Company’s subsidiaries, Tyson Poultry, Inc., pled guilty to criminal charges, we may be subjecttwo misdemeanor violations of the federal Clean Water Act pursuant to a fine and other relief, as well as government contract suspension and debarment. We are cooperating withplea agreement conditionally approved on September 27, 2017 by the Environmental Protection Agency but cannot predictUnited States District Court for the outcome of its investigation at this time. It is also possible that other regulatory agencies may commence investigations and allege additional violations. Finally, we may be subject to claims from the City of Monett for causing it to violate various municipal regulations and for damages to the City’s treatment system. We are currently in settlement discussions with the StateWestern District of Missouri. Under the terms of the plea agreement, Tyson Poultry, Inc. has agreed to pay a $2 million fine, to make a $500,000 community service payment and to fund third-party environmental audits of numerous feed mills and wastewater treatment plants. The court will determine whether to grant final approval of the terms of the plea agreement at a future sentencing hearing to be scheduled following the completion of a pre-sentencing report.
On June 19, 2005, the Attorney General and the Secretary of the Environment of the State of Oklahoma filed a complaint in the U.S.United States District Court for the Northern District of Oklahoma against Tyson Foods, Inc., three subsidiaries and six other poultry integrators. The complaint, which was subsequently amended, asserts a number of state and federal causes of action including, but not limited to, counts under the Comprehensive Environmental Response, Compensation, and Liability Act, Resource Conservation and Recovery Act, and state-law public nuisance theories. Oklahoma alleges that the defendants and certain contract growers who were not joined in the lawsuit polluted the surface waters, groundwater and associated drinking water supplies of the Illinois River Watershed through the land application of poultry litter. Oklahoma’s claims were narrowed through various rulings issued before and during trial and its claims for natural resource damages were dismissed by the district court in a ruling issued on July 22, 2009, which was subsequently affirmed on appeal by the Tenth Circuit Court of Appeals. A non-jury trial of the remaining claims including Oklahoma’s request for injunctive relief began on September 24, 2009. Closing arguments were held on February 11, 2010. The district court has not yet rendered its decision from the trial.
Other Matters: We currently haveAs of September 30, 2017, we had approximately 124,000122,000 employees and, at any time, have various employment practices matters outstanding. In the aggregate, these matters are significant to the Company, and we devote significant resources to managing employment issues. Additionally, we are subject to other lawsuits, investigations and claims (some of which involve substantial amounts) arising out of the conduct of our business. While the ultimate results of these matters cannot be determined, they are not expected to have a material adverse effect on our consolidated results of operations or financial position.

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ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.


EXECUTIVE OFFICERS OF THE COMPANY
OurEach of our executive officers serve one-year terms from the date of their election, or until their successors are appointed and qualified. No family relationships exist among these officers. The name, title, age (as of September 30, 2017) and calendar year of initial election to executive office of our executive officers are listed below:
Name Title Age 
Year Elected
Executive Officer
 Title Age 
Year Elected
Executive Officer
John Tyson Chairman of the Board of Directors 61 2011 Chairman of the Board of Directors 64 2011
Curt T. Calaway Senior Vice President, Controller and Chief Accounting Officer 41 2012 Senior Vice President, Controller and Chief Accounting Officer 44 2012
Andrew P. Callahan President, Retail Packaged Brands 48 2014
Howell P. Carper Executive Vice President, Strategy and New Ventures 61 2013
Sally Grimes President and Global Growth Officer 43 2014 Group President Prepared Foods 46 2014
Thomas P. Hayes President, Food Service 49 2014 President and Chief Executive Officer 52 2014
Donnie King President of North American Operations and Food Service 52 2009
Dennis Leatherby Executive Vice President and Chief Financial Officer 54 1994 Executive Vice President and Chief Financial Officer 57 1994
Mary Oleksiuk Executive Vice President and Chief Human Resources Officer 52 2014 Executive Vice President and Chief Human Resources Officer 55 2014
Donnie Smith President and Chief Executive Officer 55 2008
Doug Ramsey Group President Poultry 48 2017
Scott Rouse Chief Customer Officer 54 2017
Stephen Stouffer President, Fresh Meats 54 2013 President Fresh Meats 57 2013
David L. Van Bebber Executive Vice President and General Counsel 58 2008 Executive Vice President and General Counsel 61 2008
Noel White President, Poultry 56 2009 Group President Fresh Meats & International 59 2009
John Tyson has served as Chairman of the Board of Directors since 1998 and was previously Chief Executive Officer of the Company from 2001 until 2006. Mr. Tyson was initially employed by the Company in 1973.
Curt T. Calaway was appointed Senior Vice President, Controller and Chief Accounting Officer in 2012, after serving as Vice President, Audit and Compliance since 2008, prior to which he served as the Company's Senior Director of Financial Reporting.2008. Mr. Calaway was initially employed by the Company in 2006.
Andrew P. CallahanSally Grimes was appointed Group President, Retail Packaged BrandsPrepared Foods in September 2014. Mr. Callahan previously served as Executive Vice President and President, Retail of The Hillshire Brands Company, since 2012, prior to which he served as Senior Vice President, Chief Customer Officer for Sara Lee Corporation's North American operations from 2011 to 2012,August 2017, after serving as President, of Sara Lee's North American Foodservice segment from 2009 to 2011. The Hillshire Brands Company was acquired by the Company inRetail since February 2017, Chief Global Growth Officer and President International since October 2016, President, International and Chief Global Growth Officer since August 2014.
Howell P. (“Hal”) Carper was appointed Executive Vice President Strategy2016, and New Ventures in 2013, after servingChief Global Growth Officer since June 2015 following her appointment as Group Vice President, Research and Development, Logistics, and Technical Services since 2008, prior to which he served as Senior Vice President, Corporate Research and Development since 2003, and Senior Vice President and General Manager, Foodbrands Foodservice since 2001. Mr. Carper was appointed by IBP, inc. as Senior Vice President, Sales and Marketing in 1999. IBP, inc. was acquired by the Company in 2001. Prior to employment with IBP, inc., he served as Senior Vice President, Sales and Marketing with Foodbrands, Inc., which was acquired by IBP, inc. in 1997.
Sally Grimes was appointed President and Global Growth Officer in September 2014. Ms. Grimes previously served as Senior Vice President, Chief Innovation Officer and President, Gourmet Food Group of The Hillshire Brands Company since 2012. Prior to joining Hillshire Brands Ms. Grimes served as Global Vice President, Marketing, forwas acquired by the writing and creative expression business unit at Newell Rubbermaid, Inc. (global marketer of consumer and commercial products) from 2007 to 2012.Company in 2014.
Thomas P. Hayes was appointed Chief Executive Officer in December 2016 following his appointment as President Food Service in SeptemberJune 2016. Prior to that, he served as the Chief Commercial Officer since June 2015 after being appointed President, Foodservice in 2014. Mr. Hayes previously served as Executive Vice President and Chief Supply Chain Officer of The Hillshire Brands Company since 2012, prior to which he served as Senior Vice President and Chief Supply Chain Officer for Sara Lee Corporation's North American Retail and Foodservice businesses from 2009 to 2012. Mr. Hayes was initially employed by the Sara Lee Corporation, the predecessor to Hillshire Brands, in 2006.

17



Donnie King was appointed President of North American Operations and Food Service in 2014, after serving as President of Prepared Foods, Customer and Consumer Solutions since 2013, Senior Group Vice President, Poultry and Prepared Foods since 2009, Group Vice President, Refrigerated and Deli since 2008, Group Vice President, Operations since 2007, Senior Vice President, Consumer Products Operations since 2006 and Senior Vice President, Poultry Operations since 2003. Mr. King was initially employed by Valmac Industries, Inc. in 1982. Valmac Industries, Inc. was acquired by the Company in 1984.
Dennis Leatherby was appointed Executive Vice President and Chief Financial Officer in 2008 after serving as Senior Vice President, Finance and Treasurer since 1998. He also served as Interim Chief Financial Officer from 2004 to 2006.2008. Mr. Leatherby was initially employed by the Company in 1990.
Mary Oleksiuk was appointed Executive Vice President and Chief Human Resources Officer in September 2014. Ms. Oleksiuk previously served as Senior Vice President, Chief Human Resources Officer for The Hillshire Brands Company since 2012. Prior to joining Hillshire Brands, Ms. Oleksiuk served
Doug Ramsey was appointed Group President, Poultry in August 2017, after serving as Chief Human Resources Officer and Senior Vice President for Discover Financial Services from 2011 to 2012. From 2010 to 2011, shePoultry since March 2017. Mr. Ramsey previously served as Senior Vice President Global Human Resources with Alberto Culver Company and as Vice President, Global Human Resources with Alberto Culver Company from 2007 to 2010.
Donnie Smith was appointed President and Chief Executive Officer in 2009, after serving as Senior Group Vice President, Poultry and Prepared FoodsBig Bird/Fowl since January 2009, prior to which he served as Group Vice President of Consumer Products since 2008, Group Vice President of Logistics and Operations Services since 2007, Group Vice President Information Systems, Purchasing and Distribution since 20062014, and Senior Vice President and Chief Information OfficerGM Value since 2005.2011. Mr. SmithRamsey was initially employed by the Company in 1980.1992.
Scott Rouse was appointed Chief Customer Officer in September 2014, after serving as Senior Vice President Customer Development since 2006. Mr. Rouse was initially employed by the Company in 2004.
Stephen R. Stouffer was appointed President, Fresh Meats in 2013, after serving as Senior Vice President, Beef Margin Management since 2012, prior to which he served as Vice President, Ground Beef, Trim and Variety Meats Sales since 2009, and Director, Ground Beef, Trim and Carcass Sales since 2006.2012. Mr. Stouffer was initially employed by IBP, inc. in 1982. IBP, inc. was acquired by the Company in 2001.
David L. Van Bebber was appointed Executive Vice President and General Counsel in 2008, after serving as Senior Vice President and Deputy General Counsel since 2004.2008. Mr. Van Bebber was initially employed by Lane Processing in 1982. Lane Processing was acquired by the Company in 1986.
Noel White was appointed Group President, Fresh Meats/International in August 2017, after serving as President, Poultry insince 2013, after serving as Senior Group Vice President, Fresh Meats since 2009, after serving as Senior Vice President, Pork Margin Management since 2007 and Group Vice President, Fresh Meats Operations/Commodity Sales since 2005.2009. Mr. White was initially employed by IBP, inc. in 1983.

18




PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
We have issued and outstanding two classes of capital stock, Class A stock and Class B stock. Holders of Class B stock may convert such stock into Class A stock on a share-for-share basis. Holders of Class B stock are entitled to 10 votes per share and holders of Class A stock are entitled to one vote per share on matters submitted to shareholders for approval. As of October 25, 2014,28, 2017, there were approximately 24,00020,000 holders of record of our Class A stock and sevensix holders of record of our Class B stock, excluding holders in the security position listings held by nominees.stock.
DIVIDENDS
Cash dividends cannot be paid to holders of Class B stock unless they are simultaneously paid to holders of Class A stock. The per share amount of the cash dividend paid to holders of Class B stock cannot exceed 90% of the cash dividend simultaneously paid to holders of Class A stock. We have paid uninterrupted quarterly dividends on common stock each year since 1977. In fiscal 2014,2017, the annual dividend rate for Class A stock was $0.30$0.90 per share and the annual dividend rate for Class B stock was $0.27$0.81 per share. In fiscal 2013,2016, the annual dividend rate for Class A stock was $0.20$0.60 per share and the annual dividend rate for Class B stock was $0.18$0.54 per share. On November 13, 2014,10, 2017, the Board of Directors increased the quarterly dividend previously declared on July 30, 2014,August 10, 2017, to $0.10$0.30 per share on our Class A stock and $0.09$0.27 per share on our Class B stock. The increased quarterly dividend is payable on December 15, 2014,2017, to shareholders of record at the close of business on December 1, 2014.2017. Also on November 10, 2017, the Board of Directors declared a quarterly dividend of $0.30 per share on our Class A stock and $0.27 per share on our Class B stock, payable on March 15, 2018, to shareholders of record at the close of business on March 1, 2018. We anticipate the remaining quarterly dividends in fiscal 2018 will be $0.30 and $0.27 per share of our Class A and Class B stock, respectively. This results in an annual dividend rate in fiscal 2018 of $1.20 for Class A shares and $1.08 for Class B shares, or a 33% increase compared to the fiscal 2017 annual dividend rate. We also continue to anticipate our annual dividends to increase approximately $0.10 per share per year.
MARKET INFORMATION
Our Class A stock is traded on the New York Stock Exchange under the symbol “TSN.” No public trading market currently exists for our Class B stock. The high and low sales prices of our Class A stock for each quarter of fiscal 20142017 and 20132016 are represented in the table below.
2014 20132017 2016
High
 Low
 High
 Low
High
 Low
 High
 Low
First Quarter$34.38
 $27.33
 $19.91
 $15.93
$75.33
 55.72
 $54.42
 $42.89
Second Quarter43.45
 33.03
 24.85
 19.08
67.14
 61.00
 68.17
 48.52
Third Quarter44.24
 34.90
 26.00
 22.47
66.87
 57.20
 70.44
 59.45
Fourth Quarter41.88
 36.12
 32.40
 25.69
70.80
 58.36
 77.05
 65.83
ISSUER PURCHASES OF EQUITY SECURITIES
The table below provides information regarding our purchases of Class A stock during the periods indicated.
Period
Total
Number of
Shares
Purchased

 
Average
Price Paid
per Share

Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs

 
Maximum Number of
Shares that May Yet Be
Purchased Under the Plans
or Programs (1)

Jun. 29, 2014 to Jul. 26, 201481,199
 $39.01

 32,054,771
Jul. 27, 2014 to Aug. 30, 2014107,377
 38.41

 32,054,771
Aug. 31, 2014 to Sept. 27, 201440,859
 38.35

 32,054,771
Total229,435
(2) 
$38.61

(3) 
32,054,771
Period
Total
Number of
Shares
Purchased

 
Average
Price Paid
per Share

Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs

 
Maximum Number of
Shares that May Yet Be
Purchased Under the Plans
or Programs (1)

Jul. 2, 2017 to Jul. 29, 201769,962
 $61.36

 27,821,995
Jul. 30, 2017 to Sept. 2, 201782,328
 64.40

 27,821,995
Sept. 3, 2017 to Sept. 30, 201742,451
 65.57

 27,821,995
Total194,741
(2) 
$63.56

(3) 
27,821,995
(1) 
On February 7, 2003, we announced our Board of Directors approved a program to repurchase up to 25 million shares of Class A common stock from time to time in open market or privately negotiated transactions. On May 3, 2012, our Board of Directors approved an increase of 35 million shares, authorized for repurchase under this program. Onon January 30, 2014, our Board of Directors approved an increase of 25 million shares authorized for repurchaseand, on February 4, 2016, our Board of Directors approved an increase of 50 million shares under thisthe program. The program has no fixed or scheduled termination date.
(2) 
We purchased 229,435194,741 shares during the period that were not made pursuant to our previously announced stock repurchase program, but were purchased to fund certain Company obligations under our equity compensation plans. These transactions included 176,258178,162 shares purchased in open market transactions and 53,17716,579 shares withheld to cover required tax withholdings on the vesting of restricted stock.
(3) 
ThereThese shares were no shares purchased during the period pursuant to our previously announced stock repurchase program.

19




PERFORMANCE GRAPH
The following graph shows a five-year comparison of cumulative total returns for our Class A stock, the Standard & Poor’s (S&P) 500 Index our previous peer group and aour current peer group of peer companies described below.
Fiscal Years EndingFiscal Years Ended
Base Period
10/3/09

 10/2/10
 10/1/11
 9/29/12
 9/28/13
 9/27/14
9/29/12
 9/28/13
 9/27/14
 10/3/15
 10/1/16
 9/30/17
Tyson Foods, Inc.$100.00
 $133.34
 $143.66
 $133.73
 $242.06
 $322.02
$100.00
 $181.00
 $240.79
 $285.92
 $485.58
 $465.00
S&P 500 Index100.00
 110.16
 111.42
 145.07
 173.13
 207.30
100.00
 119.34
 142.89
 154.00
 160.94
 194.44
Previous Peer Group100.00
 114.42
 120.23
 136.08
 150.45
 169.01
100.00
 121.82
 140.64
 154.48
 174.37
 171.50
Current Peer Group100.00
 115.87
 123.31
 145.13
 179.48
 200.67
100.00
 115.59
 132.52
 140.88
 160.33
 159.82
The total cumulative return on investment (change in the year-end stock price plus reinvested dividends), which is based on the stock price or composite index at the end of fiscal 2009,2012, is presented for each of the periods for the Company, the S&P 500 Index, the previous peer group and theour current peer group. The changes from our previous peer group included: Archer-Daniels-Midland Company, Bunge Limited, Campbell Soup Company, ConAgra Foods, Inc., Dean Foods Company, General Mills, Inc., H.J. Heinz Co. (up to June 7, 2013), Hillshire Brands (beginning on June 28, 2012), Hormel Foods Corp., Kellogg Co., Kraft Foods Group Inc., McCormick & Co., Pilgrim’s Pride Corporation,our current peer group was that our previous group included Sanderson Farms Inc., Smithfield Foods, Inc. (up to September 26, 2013)and our current peer group includes the addition of the Kraft Heinz Company and The J.M. SmuckerCoca-Cola Company. The complete list of our current peer group includes: Archer-Daniels-Midland Company, Bunge Limited, Campbell Soup Company, ConAgra Foods, Inc., Dean Foods Company, General Mills, Inc., Hillshire Brands (up to August 28, 2014), Hormel Foods Corp., Kellogg Co., Kraft Foods Group Inc.,Heinz Company, McCormick & Co., Mondelez InterenationalInternational Inc., PepsiCo, Inc., Pilgrim's Pride Corporation, Sanderson Farms, Inc.,The Coca-Cola Company, The Hershey Company and The J.M. Smucker Company. Hillshire Brands was removed from the current peer group at the time its shares ceased public trading. The differences between the current peer group and the previous peer group were the removal of H.J. Heinz Co. and Smithfield Foods, Inc. because both ceased being publicly traded companies in fiscal 2014, and the addition of Mondelez International, Inc. (formerly Kraft Foods, Inc.) to more accurately reflect the Company’s peers in terms of industry standing. The graph compares the performance of the CompanyCompany's Class A common stock with that of the S&P 500 Index and both peer groups, with the investmentreturn of each company in the peer groups weighted on market capitalization. The stock price performance of the Company's Class A common stock shown in the above graph is not necessarily indicative of future stock price performance.

20The information in this "Performance Graph" section shall not be deemed to be "soliciting material" or to be "filed" with the Securities and Exchange Commission or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Securities Exchange Act of 1934.




ITEM 6. SELECTED FINANCIAL DATA
FIVE-YEAR FINANCIAL SUMMARY
in millions, except per share and ratio data 
in millions, except per share, percentage and ratio datain millions, except per share, percentage and ratio data 
2014
 2013
 2012
 2011
 2010
2017
 2016
 2015
 2014
 2013
Summary of Operations                  
Sales$37,580
 $34,374
 $33,055
 $32,032
 $28,212
$38,260
 $36,881
 $41,373
 $37,580
 $34,374
Operating income1,430
 1,375
 1,286
 1,289
 1,574
2,931
 2,833
 2,169
 1,430
 1,375
Net interest expense125
 138
 344
 231
 333
272
 243
 284
 125
 138
Income from continuing operations856
 848
 614
 738
 783
1,778
 1,772
 1,224
 856
 848
Loss from discontinued operation, net of tax
 (70) (38) (5) (18)
 
 
 
 (70)
Net income856
 778
 576
 733
 765
1,778
 1,772
 1,224
 856
 778
Net income attributable to Tyson864
 778
 583
 750
 780
1,774
 1,768
 1,220
 864
 778
Diluted net income per share attributable to Tyson:                  
Income from continuing operations2.37
 2.31
 1.68
 1.98
 2.09
4.79
 4.53
 2.95
 2.37
 2.31
Loss from discontinued operation
 (0.19) (0.10) (0.01) (0.03)
 
 
 
 (0.19)
Net income2.37
 2.12
 1.58
 1.97
 2.06
4.79
 4.53
 2.95
 2.37
 2.12
Dividends declared per share:                  
Class A0.325
 0.310
 0.160
 0.160
 0.160
0.975
 0.650
 0.425
 0.325
 0.310
Class B0.294
 0.279
 0.144
 0.144
 0.144
0.878
 0.585
 0.383
 0.294
 0.279
Balance Sheet Data                  
Cash and cash equivalents$438
 $1,145
 $1,071
 $716
 $978
$318
 $349
 $688
 $438
 $1,145
Total assets23,956
 12,177
 11,896
 11,071
 10,752
28,066
 22,373
 22,969
 23,906
 12,167
Total debt8,178
 2,408
 2,432
 2,182
 2,536
10,203
 6,279
 6,690
 8,128
 2,398
Shareholders’ equity8,904
 6,233
 6,042
 5,685
 5,201
10,559
 9,624
 9,706
 8,904
 6,233
Other Key Financial Measures                  
Depreciation and amortization$530
 $519
 $499
 $506
 $497
$761
 $705
 $711
 $530
 $519
Capital expenditures632
 558
 690
 643
 550
1,069
 695
 854
 632
 558
EBITDA1,897
 1,818
 1,731
 1,767
 1,987
3,648
 3,538
 2,906
 1,897
 1,818
Return on invested capital11.8% 18.5% 17.7% 18.5% 23.0%16.3% 18.1% 13.4% 11.9% 18.5%
Effective tax rate for continuing operations31.6% 32.6% 36.4% 31.6% 35.9%32.3% 31.8% 36.3% 31.6% 32.6%
Total debt to capitalization47.9% 27.9% 28.7% 27.7% 32.8%49.1% 39.5% 40.8% 47.7% 27.8%
Book value per share$23.70
 $18.13
 $16.84
 $15.38
 $13.78
$28.72
 $25.67
 $24.25
 $21.86
 $18.13
Stock price high44.24
 32.40
 21.06
 20.12
 20.57
75.33
 77.05
 45.10
 44.24
 32.40
Stock price low27.33
 15.93
 14.07
 14.59
 11.91
55.72
 42.89
 37.02
 27.33
 15.93
Notes to Five-Year Financial Summary
a.Fiscal 2017 net income included $103 million pretax expense of AdvancePierre purchase accounting and acquisition related costs, pretax impairment charges of $52 million related to our San Diego Prepared Foods operation and $45 million related to the expected sale of a non-protein business and pretax restructuring and related charges of $150 million.
b.Fiscal 2016 net income included $53 million related to the recognition of previously unrecognized tax benefits and audit settlements. In fiscal 2016, we adopted new accounting guidance, retrospectively, requiring classification of debt issuance costs as a reduction of the carrying value of the debt. In doing so, $29 million, $35 million, $50 million and $10 million of deferred issuance costs have been reclassified from Other Assets to Long-Term Debt in our Consolidated Balance Sheets for fiscal 2016, 2015, 2014 and 2013 respectively. This change is reflected above in total assets, total debt, total debt to capitalization and return on invested capital ratios.
c.Fiscal 2015 was a 53-week year, while the other years presented were 52-week years. Fiscal 2015 included a $169 million pretax impairment charge related to our China operation, $57 million pretax expense related to merger and integration costs, $59 million pretax impairment charges related to our Prepared Foods network optimization, $12 million pretax charges related to Denison impairment and plant closure costs, $8 million pretax gain related to net insurance proceeds (net of costs) related to a legacy Hillshire Brands plant fire, $21 million pretax gain on the sale of equity securities, $161 million pretax gain on the sale of the Mexico operation, $39 million pretax gain related to the impact of the additional week in fiscal 2015 and $26 million unrecognized tax benefit gain.
d.Fiscal 2014 included a $42 million pretax impairment charge and other costs related to the sale of our Brazil operation and Mexico's undistributed earnings tax, $197 million pretax expense related to the Hillshire Brands acquisition, integration and costs associated with our Prepared Foods improvement plan, $40 million pretax expense related to the Hillshire Brands post-closing results, purchase price accounting, and ongoing plantcosts related to a legacy Hillshire Brands plant fire, costs, $27 million pretax expense related to the Hillshire Brands acquisition financing incremental interest cost and $52 million unrecognized tax benefit gain.
b.e.Fiscal 2013 included a $19 million currency translation adjustment gain recognized in conjunction with the receipt of proceeds constituting the final resolution of our investment in Canada.
c.During Additionally, in fiscal 2013 we determined our Weifang operation (Weifang) was no longer core to the execution of our strategy in China. In July 2013, we completed the sale of Weifang. Non-cash charges related to the impairment of assets in Weifang amounted to $56 million and $15 million in fiscal 2013 and 2012, respectively.
d.Fiscal 2012 included a pretax charge of $167 million related to the early extinguishment of debt.
e.Fiscal 2011 included an $11 million non-operating gain related to the sale of interest in an equity method investment and a $21 million reduction to income tax expense related to a reversal of reserves for foreign uncertain tax positions.2013.
f.Fiscal 2010 included $61 million of interest expense related to losses on notes repurchased/redeemed during fiscal 2010, a $29 million non-tax deductible charge related to a full goodwill impairment related to an immaterial Chicken segment reporting unit and a $12 million non-operating charge related to the partial impairment of an equity method investment. Additionally, fiscal 2010 included insurance proceeds received of $38 million related to Hurricane Katrina.
g.Return on invested capital is calculated by dividing operating income by the sum of the average of beginning and ending total debt and shareholders’ equity less cash and cash equivalents.
h.g.For the total debt to capitalization calculation, capitalization is defined as total debt plus total shareholders’ equity.
h.Book value per share is calculated by dividing shareholders’ equity by the sum of Class A and B shares outstanding and the remaining minimum shares that were to be issued from our tangible equity units for each period.


i."EBITDA" is a Non-GAAP measure and defined as net income less interest income, plus interest, taxes, depreciation and amortization. A reconciliation of net income to EBITDA immediately follows.

21



EBITDA RECONCILIATIONS
A reconciliation of net income to EBITDA is as follows:
in millions, except ratio datain millions, except ratio data in millions, except ratio data 
2014
 2013
 2012
 2011
 2010
2017
 2016
 2015
 2014
 2013
                  
Net income$856
 $778
 $576
 $733
 $765
$1,778
 $1,772
 1,224
 $856
 $778
Less: Interest income(7) (7) (12) (11) (14)(7) (6) (9) (7) (7)
Add: Interest expense132
 145
 356
 242
 347
279
 249
 293
 132
 145
Add: Income tax expense (a)396
 411
 351
 341
 438
850
 826
 697
 396
 411
Add: Depreciation494
 474
 443
 433
 416
642
 617
 609
 494
 474
Add: Amortization (b)26
 17
 17
 29
 35
106
 80
 92
 26
 17
EBITDA$1,897
 $1,818
 $1,731
 $1,767
 $1,987
$3,648
 $3,538
 $2,906
 $1,897
 $1,818
                  
                  
Total gross debt$8,178
 $2,408
 $2,432
 $2,182
 $2,536
$10,203
 $6,279
 $6,690
 $8,128
 $2,398
Less: Cash and cash equivalents(438) (1,145) (1,071) (716) (978)(318) (349) (688) (438) (1,145)
Less: Short-term investments(1) (1) (3) (2) (2)(3) (4) (2) (1) (1)
Total net debt$7,739
 $1,262
 $1,358
 $1,464
 $1,556
$9,882
 $5,926
 $6,000
 $7,689
 $1,252
                  
Ratio Calculations:                  
Gross debt/EBITDA4.3x
 1.3x
 1.4x
 1.2x
 1.3x
2.8x
 1.8x
 2.3x
 4.3x
 1.3x
Net debt/EBITDA4.1x
 0.7x
 0.8x
 0.8x
 0.8x
2.7x
 1.7x
 2.1x
 4.1x
 0.7x
(a)Includes income tax expense of discontinued operation.
(b)
Excludes the amortization of debt issuance and debt discount expense of $10$13 million,, $28 $8 million,, $39 $10 million, $44$10 million and $46$28 million for fiscal 2017, 2016, 2015, 2014 2013, 2012, 2011 and 2010,2013, respectively, as it is included in Interest expense.
EBITDA represents net income, net of interest, income tax and depreciation and amortization. Net debt to EBITDA represents the ratio of our debt, net of cash and short-term investments, to EBITDA. EBITDA and net debt to EBITDA are presented as supplemental financial measurements in the evaluation of our business. We believe the presentation of these financial measures helps investors to assess our operating performance from period to period, including our ability to generate earnings sufficient to service our debt, and 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; however, the measurements of EBITDA and net debt to EBITDA may not be comparable to those of other companies, which limits their usefulness as comparative measures. EBITDA and net debt to EBITDA are not measures required by or calculated in accordance with generally accepted accounting principles (GAAP) and should not be considered as substitutes for net income or any other measure of financial performance reported in accordance with GAAP or as a measure of operating cash flow or liquidity. EBITDA is a useful tool for assessing, but is not a reliable indicator of, our ability to generate cash to service our debt obligations because certain of the items added to net income to determine EBITDA involve outlays of cash. As a result, actual cash available to service our debt obligations will be different from EBITDA. Investors should rely primarily on our GAAP results, and use non-GAAP financial measures only supplementally, in making investment decisions.

22




ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
DESCRIPTION OF THE COMPANY
We are one of the world'sworld’s largest producersfood companies and a recognized leader in protein. Founded in 1935 by John W. Tyson and grown under three generations of chicken, beef, porkfamily leadership, the Company has a broad portfolio of products and prepared foods that include leading brands such aslike Tyson®, Jimmy Dean®, Hillshire Farm®, Sara Lee® frozen bakery, Ball Park®, Wright®, Aidells®, ibp® and State Fair®. Some of the key factors influencing our business are customer demand for our products; the ability to maintain and grow relationships with customers and introduce new and innovative products to the marketplace; accessibility of international markets; market prices for our products; the cost and availability of live cattle and hogs, raw materials and feed ingredients; and operating efficiencies of our facilities.
Our operations are conductedWe operate in fivefour reportable segments: Chicken, Beef, Pork, Chicken, and Prepared Foods and International. Our International segment became a separate reportable segment in the second quarter of fiscal 2014 as a result of changes to our internal financial reporting to align with previously announced executive leadership changes. The International segmentFoods. Other primarily includes our foreign chicken production operations primarilyin China and India, third-party merger and integration costs and corporate overhead related to raising and processing live chickens into fresh, frozen and value-added chicken products in Brazil, China, India and Mexico. All periods presented have been reclassified to reflect this change. Beef, Pork, Prepared Foods and Other results were not impacted by this change.Tyson New
Ventures, LLC.
On August 28, 2014,June 7, 2017, we acquired and consolidated The Hillshire Brands CompanyAdvancePierre Foods Holdings, Inc. ("Hillshire Brands"AdvancePierre"), a manufacturerproducer and marketerdistributor of branded,value-added, convenient, foods. Hillshire Brands' one monthready-to-eat sandwiches, sandwich components and other entrées and snacks. AdvancePierre's results from operations for fiscal 2014subsequent to the acquisition closing are included in the Prepared Foods segment.and Chicken segments.
OVERVIEW
GeneralFiscal yearOperating income grew 4% in fiscal 2014 over fiscal 2013, which was led by record earnings in our Chicken segment and strong performance in our Beef and Pork segments. Revenues increased 9% to a record $37.6 billion, driven by price and mix improvements. We were able to overcome a $2.3 billion increase in input costs through strong operational execution and margin management. We continued to execute our strategy of accelerating growth in domestic value-added chicken sales, prepared food sales, innovating products, services and customer insights and cultivating our talent development to support Tyson's growth for the future.
Market environment – Our Chicken segment delivered record results in fiscal 2014 driven by strong demand and favorable domestic market conditions. Our Beef segment experienced higher fed cattle costs and reduced availability of fed cattle supplies but delivered strong results by maximizing our revenues relative to the rising costs experienced in the live cattle markets. The Pork segment's operating margins remained within its normalized range due to favorable market conditions associated with lower pork supplies. Our Prepared Foods segment was challenged by rapidly increasing raw material prices in addition to costs incurred as we continue to execute our Prepared Foods strategy. Our International segment experienced higher volumes, offset with lower average sales prices due to weak demand of chicken in our foreign operations.
Margins – Our total operating margin was 3.8% in fiscal 2014. Operating margins by segment were as follows:
Chicken – 7.9%
Beef – 2.1%
Pork – 7.2%
Prepared Foods – (1.5)%
International - (8.8)%
Liquidity – During fiscal 2014, we generated $1.2 billion of operating cash flows. We repurchased 7.1 million shares of our Class A common stock for $250 million under our share repurchase program in fiscal 2014. At September 27, 2014, we had $1.6 billion of liquidity, which includes the availability under our credit facility and $438 million of cash and cash equivalents.
Our accounting cycle resulted in a 52-week year for both fiscal 2014, 20132017 and 2012.2016 and a 53-week year for fiscal 2015.

General – Our fiscal 2017 operating income grew 3% compared to fiscal 2016 to a record $2,931 million, which was led by record earnings in our Beef and Pork segments. The Beef segment's operating income improved $530 million and the Pork segment improved $117 million in fiscal 2017 due to favorable market conditions and strong operational execution. Our Chicken segment's lower operating income was impacted by increased operating costs and $56 million of restructuring and related charges. Our Prepared Foods segment's lower operating income was impacted by increased operating costs, impairments of $52 million related to our San Diego Prepared Foods operation and $45 million related to the expected sale of a non-protein business and $82 million of restructuring and related charges. In addition, we incurred an incremental $95 million of compensation and benefit integration expense in fiscal 2017, as we continued to integrate and make investments in our talent, and incurred $85 million of AdvancePierre purchase accounting and acquisition related operating costs. Sales increased 4% in fiscal 2017 over fiscal 2016, primarily due to increased sales volumes and increased beef, pork and chicken prices, as well as the net incremental impact of AdvancePierre's sales of $508 million.
Market Environment – According to the United States Department of Agriculture (USDA), domestic protein production (beef, pork, chicken and turkey) increased approximately 3% in fiscal 2017 compared to fiscal 2016. The Beef segment experienced strong export demand and more favorable domestic market conditions associated with an increase in cattle supply. The Pork segment had favorable market conditions associated with strong demand for our pork products and improved export markets. There was stronger demand for our chicken products and reduced feed ingredient costs of $80 million, which benefited the Chicken segment. Our Prepared Foods segment had improved demand for our retail products but experienced a decline in foodservice and higher input costs of $50 million.
Margins – Our total operating margin was 7.7% in fiscal 2017. Operating margins by segment were as follows:
23Beef – 5.9%

Pork – 12.3%
Chicken –9.2% (included $56 million of restructuring and related charges)
Prepared Foods – 5.9% (included $52 million impairment related to our San Diego Prepared Foods operation, $45 million impairment related to the expected sale of a non-protein business, $82 million of restructuring and related charges and $34 million of purchase accounting and acquisition related costs from the acquisition of AdvancePierre.)
Hillshire Integration – The impact of the The Hillshire Brands Company ("Hillshire Brands") synergies, along with the profit improvement plan related to our legacy Prepared Foods business, had a positive incremental impact of approximately $90 million in fiscal 2017 above the $258 million captured in fiscal 2016 and $322 million captured in fiscal 2015, for a total of $670 million of synergies realized. The majority of these benefits were realized in the Prepared Foods segment and were partially used to invest in innovation, new product launches and supporting the growth of our brands.
Liquidity – During fiscal 2017, we generated $2.6 billion of operating cash flows. At September 30, 2017, we had $1.0 billion of liquidity, which included $318 million of cash and cash equivalents and the availability under our revolving credit facility after deducting amounts outstanding under our commercial paper program.



Strategy - In fiscal 2017, we announced our strategy to sustainably feed the world with the fastest growing portfolio of protein-packed brands. We intend to accomplish this by growing our portfolio of protein-packed brands and delivering food at scale, which will be enabled by driving profitable growth with and for our customers through differentiated capabilities and creating fuel for reinvestment through a disciplined financial fitness model.
On June 7, 2017, we acquired all of the outstanding stock of AdvancePierre as part of our overall strategy. The purchase price was equal to $40.25 per share in cash for AdvancePierre's outstanding common stock, or approximately $3.2 billion. We funded the acquisition with existing cash on hand, net proceeds from the issuance of new senior notes, as well as borrowings under our commercial paper program and new term loan facility. AdvancePierre’s results from operations subsequent to the acquisition closing are included in the Prepared Foods and Chicken segments. For further description refer to Part II, Item 8, Notes to the Consolidated Financial Statements, Note 3: Acquisition and Dispositions.
On April 24, 2017, we announced our intent to sell three non-protein businesses, Sara Lee® Frozen Bakery, Kettle and Van’s®, which are all included in our Prepared Foods segment, as part of our strategic focus on protein-packed brands. We have reclassified the assets and liabilities related to these businesses to assets and liabilities held for sale in our Consolidated Balance Sheet as of September 30, 2017. In the fourth quarter of 2017, we recorded an impairment charge totaling $45 million related to one of these businesses due to a revised estimate of the business’ fair value based on current expected net sales proceeds. The impairment charge was recorded in Cost of Sales in our Consolidated Statement of Income for fiscal 2017, and consisted of goodwill and intangible assets previously classified within assets held for sale. We anticipate we will close the transactions by the end of calendar 2017, or early calendar 2018, and expect to record a net pretax gain as a result of the sale of these businesses. For further description refer to Part II, Item 8, Notes to the Consolidated Financial Statements, Note 3: Acquisition and Dispositions.
In the fourth quarter of fiscal 2017, our Board of Directors approved a multi-year restructuring program (the “Financial Fitness Program”), which is expected to contribute to the Company’s overall strategy of financial fitness through increased operational effectiveness and overhead reduction. Through a combination of synergies from the integration of AdvancePierre and additional elimination of non-valued added costs, the Financial Fitness Program is estimated to result in cumulative net savings of $200 million in fiscal 2018, $400 million in fiscal 2019 including new savings of $200 million, and $600 million in fiscal 2020 including additional savings of $200 million. Approximately 50-60% of these net savings, which are focused on supply chain, procurement, and overhead improvements, are expected to be realized in the Prepared Foods segment with the majority of the remaining net savings impacting the Chicken segment. Additionally, we estimate that approximately 75% of the net savings will be reflected in Cost of Sales in our Consolidated Statement of Income, with the remaining in Selling, General and Administrative.

As part of the Financial Fitness Program, we anticipate eliminating approximately 500 positions across several areas and job levels with most of the eliminated positions originating from the corporate offices in Springdale, Arkansas; Chicago, Illinois; and Cincinnati, Ohio. As a result, in the fourth quarter of fiscal 2017, the Company recognized restructuring and related charges of $150 million that consisted of $53 million severance and employee related costs, $72 million technology impairment and related costs, and $25 million for contract termination costs. The Company currently anticipates the Financial Fitness Program will result in cumulative pretax charges, once implemented, of approximately $215 million which consist primarily of severance and employee related costs, asset impairments, accelerated depreciation, incremental costs to implement new technology, and contract termination costs. The following tables set forth the pretax impact of restructuring and related charges incurred in fiscal 2017 in the Consolidated Statements of Income and the pretax impact by our reportable segments. For further description refer to Part II, Item 8, Notes to the Consolidated Financial Statements, Note 6: Restructuring and Related Charges.
 in millions, except per share data 
 2014
 2013
 2012
Net income from continuing operations attributable to Tyson$864
 $848
 $621
Net income from continuing operations attributable to Tyson – per diluted share2.37
 2.31
 1.68
      
Net loss from discontinued operation attributable to Tyson
 (70) (38)
Net loss from discontinued operation attributable to Tyson – per diluted share
 (0.19) (0.10)
      
Net income attributable to Tyson864
 778
 583
Net income attributable to Tyson - per diluted share2.37
 2.12
 1.58
in millions 
  2017
Cost of Sales $35
Selling, general and administrative expenses 115
Total restructuring and related charges, pretax $150


 in millions
 2017 charges
Estimated 2018 charges
Total estimated Financial Fitness Program charges
Beef$8
$6
$14
Pork3
2
5
Chicken56
32
88
Prepared Foods82
25
107
Other1

1
Total restructuring and related charges, pretax$150
$65
$215
 in millions, except per share data 
 2017
 2016
 2015
Net income attributable to Tyson$1,774
 $1,768
 $1,220
Net income attributable to Tyson - per diluted share4.79
 4.53
 2.95
20142017 Net income includedIncluded the following items (fiscal 2014items:
$103 million pretax, or ($0.18) per diluted share, adjustments utilizedof AdvancePierre purchase accounting and acquisition related costs, which included a weighted average shares outstanding amount$36 million purchase accounting adjustment for the amortization of 356 million):the fair value step-up of inventory, $49 million of acquisition related costs and $18 million of acquisition bridge financing fees.
$150 million pretax, or ($0.15) per diluted share, of restructuring and related charges.
$52 million pretax, or $0.15($0.09) per diluted share, impairment charge related to our San Diego Prepared Foods operation.
$45 million pretax, or $0.01 per diluted share, impairment net of tax benefit related to the expected sale of a non-protein business.
2016 – Included the following items:
$53 million post tax, or $0.14 per diluted share, related to recognition of previously unrecognized tax benefits and audit settlements.
2015 – Included the following items:
$169 million pretax, or ($0.41) per diluted share, related to an impairment charge in China.
$59 million pretax, or ($0.09) per diluted share, related to Prepared Foods network optimization impairment charges.
$57 million pretax, or ($0.09) per diluted share, related to merger and integration costs.
$12 million pretax, or ($0.02) per diluted share, related to closure and impairment charges related to the ceasing of beef operations at our Denison facility.
$161 million pretax, or $0.24 per diluted share, related to a gain from previously unrecognized tax benefits.on sale of the Mexico operation.
$19739 million pretax, or $0.37$0.06 per diluted share, related to the Hillshire Brands acquisition, integration and costs associated with our Prepared Foods improvement plan.additional week in fiscal 2015.
$4226 million post tax, or $0.16$0.06 per diluted share, related to an impairment in our Brazil operation and Mexico undistributed earnings tax.recognition of previously unrecognized tax benefits.
$4021 million pretax, or $0.07$0.03 per diluted share, related to the Hillshire Brands post-closing results, purchase price accounting adjustments and ongoing costsa gain on sale of equity securities.
$8 million pretax, or $0.02 per diluted share, of insurance proceeds (net of costs) related to a legacy Hillshire Brands plant fire.
$27 million, or $0.12 per diluted share, related to the Hillshire Brands acquisition financing incremental interest costs and share dilution.
2013 – Net income included the following item:
$19 million, or $0.05 per diluted share, related to recognized currency translation adjustment gain.
2012 – Net income included the following item:
$167 million pretax charge, or $0.29 per diluted share, related to the early extinguishment of debt.
SUMMARY OF RESULTS
Salesin millions in millions 
2014
 2013
 2012
2017
 2016
 2015
Sales$37,580
 $34,374
 $33,055
$38,260
 $36,881
 $41,373
Change in sales volume2.4% (0.2)%  1.0% (4.6)%  
Change in average sales price6.9% 4.6 %  2.7% (6.5)%  
Sales growth9.3% 4.0 %  3.7% (10.9)%  
20142017 vs. 2013 2016
Sales Volume – Sales were positively impacted by an increase in sales volume, which accounted for an increase of $679 $477
million. All segments, with the exception of the BeefEach segment had an increase in sales volume.volume with the Beef and Prepared Foods contributedsegments contributing to the
majority of the increase due todriven by better demand for our beef products and incremental volumes from the acquisition and consolidation
of Hillshire Brands in our final month of fiscal 2014.
AdvancePierre.
Average Sales Price – Sales were positively impacted by higher average sales price,prices, which accounted for an increase of approximately $2.5 billion. Beef, Pork and Prepared Foods experienced increased average sales price, partially offset by decreased pricing in Chicken and International. The$902 million. Each segment had an increase in average sales price was largely duewith the Pork, Chicken and Prepared Foods segments contributing to continued tight domestic availability of protein, increased pricing associated with rising live and raw material costs, and improved mix. Thethe majority of the increase due to strong demand for our pork products, improved mix and higher chicken pricing in our Chicken segment and better product mix in our Prepared Foods segment which was drivenpositively impacted by the Beef and Pork segments.acquisition of AdvancePierre.
2013The above amounts include a net increase of $508 million related to the inclusion of AdvancePierre results post
acquisition.
2016 vs. 2012 2015
Sales Volume– Sales were negatively impacted by a slight decrease inlower sales volume, which accounted for a decrease of $255 million. This$1.9 billion. Each segment had a decline in sales volume primarily attributed to the additional week in fiscal 2015. The decrease in sales volume was primarily duealso attributable to decreasesthe divestitures of the Mexico and Brazil chicken production operations in fiscal 2015. When excluding these impacts along with the divestiture of our Heinold Hog Markets business in the Beef and Pork segments, partially offset by increases in the Chicken, Prepared Foods and International segments.first quarter of fiscal 2015, total company sales volume increased 0.1%.
Average Sales Price– Sales were positivelynegatively impacted by higherlower average sales price,prices, which accounted for an increasea decrease of approximately $1.6$2.6 billion. All segments experienced increasedEach segment had a decrease in average sales price,prices largely due to continued tight domestic availability of protein, increaseddecreased pricing associated with rising livelower beef, pork, and raw material costs, and improved mix. The majority ofchicken prices, with the increase was driven bylargest decrease in the Chicken and Beef segments.segment.

24



Cost of Salesin millions in millions 
2014
 2013
 2012
2017
 2016
 2015
Cost of sales$34,895
 $32,016
 $30,865
$33,177
 $32,184
 $37,456
Gross profit2,685
 2,358
 2,190
5,083
 4,697
 3,917
Cost of sales as a percentage of sales92.9% 93.1% 93.4%86.7% 87.3% 90.5%
2014 vs. 2013 2017 vs 2016
Cost of sales increased by approximately $2.9 billion.$993 million. Higher input costscost per pound increased cost of sales $2.3 billion and$588 million while higher sales volume increased cost of sales $610$405 million. These amounts include a net increase of $425 million related to the inclusion of AdvancePierre results post acquisition, which included $36 million from the fair value step-up of inventory as part of purchase accounting.
The $2.3 billion$588 million impact of higher input costscost per pound was primarily driven by:
Increase of approximately $170 million in live cattleour Chicken segment related to increase in freight, growout expenses and live hogoutside meat purchases, partially offset by a decrease in feed costs of approximately $1.7 billion$80 million.
Increase due to impairment charges of $44 million related to our San Diego Prepared Foods operation and $550$45 million respectively.related to the expected sale of a non-protein business, in addition to an increase of $17 million related to net costs associated with fires at two chicken plants.
Increase in raw material and other input costs of approximately $50 million in our Prepared Foods segmentsegment.
Increase in live hog costs of approximately $210 million.$40 million in our Pork segment.
Increase of $35 million related to restructuring and related charges.
Increase in input cost per pound related to the acquisition of AdvancePierre on June 7, 2017.
Increase due to net realized derivative losses of $260$79 million infor fiscal 2014,2017, compared to net realized derivative gains of approximately $5$96 million infor fiscal 2013, from2016 due to our Beef and Pork segment commodity risk management activities. These amounts exclude the impact offsetting impacts


from related physical purchase transactions, which mostly offsetare included in the losses.change in live cattle and hog costs and raw material and feed costs described above. Additionally, cost of sales increased due to net unrealized losses of $40 million for fiscal 2017, compared to net unrealized gains of $11 million for fiscal 2016, primarily due to our Beef segment commodity risk management activities.
Decrease in feedlive cattle costs of approximately $600 million in our Beef segment.
Remainder of net change is mostly due to increased cost per pound from a mix upgrade in the Chicken segment as we increased sales volume in value-added products as well as increased operating costs, freight, and $42plant variances across all segments, which also included $71 million in our International segment.of compensation and benefit integration expense.
The $610$405 million impact of higher sales volume was driven by increases in sales volume in all of our segments, with the exception of Beef. Chicken and Prepared Foods contributed to the majority of the increase within the Beef and Prepared Foods increase mainly attributable to the acquisition and consolidation of Hillshire Brands in our final month of fiscal 2014.segment.
20132016 vs. 2012 2015
Cost of sales increaseddecreased by approximately $1.2$5.3 billion. Lower input costs per pound decreased cost of sales approximately $3.6 billion due to higher inputand lower sales volume decreased cost per pound.of sales approximately $1.7 billion.
The $1.2approximate $3.6 billion impact of higherlower input costs was primarily driven by:
Increase in feed costs of $406 million in our Chicken segment and $64 million in our International segment.
IncreaseDecrease in live cattle andcost of approximately $2.6 billion in our Beef segment.
Decrease in live hog costs of approximately $395 million.$360 million in our Pork segment.
IncreaseDecrease in raw material and other input costs of approximately $300 million in our Prepared Foods segmentsegment.
Decreases in feed costs of approximately $110 million.$170 million in our Chicken segment.
IncreaseDecrease due to net lossesrealized derivative gains of $15$96 million in fiscal 2013,2016, compared to net gainsrealized derivative losses of approximately $66$102 million in fiscal 2012, from2015 due to our Pork segment commodity risk management activities. These amounts exclude the impactoffsetting impacts from related physical purchase transactions, which are included in the change in live cattle and hog costs and raw material and feed costs described above. Additionally, cost of sales increased due to net unrealized gains of $11 million in fiscal 2016, compared to net unrealized gains of $80 million in fiscal 2015, primarily due to our Beef, Pork, and Chicken segment commodity risk management activities.
The $1.7 billion impact future period operating results.of lower sales volume was primarily due to the sale of our Mexico chicken production operation in fiscal 2015 along with the additional week in fiscal 2015.
Selling, General and Administrativein millions in millions 
2014
 2013
 2012
2017
 2016
 2015
Selling, general and administrative$1,255
 $983
 $904
$2,152
 $1,864
 $1,748
As a percentage of sales3.3% 2.9% 2.7%5.6% 5.1% 4.2%
2014 vs. 2013 –2017 vs 2016
Increase of $272$288 million in selling, general and administrative was primarily driven by:
Increase of $71 million related to employee costs including payroll and stock-based and incentive-based compensation, of which $19 million related to employee severance and retention costs associated with the Hillshire Brands acquisition and implementation of our Prepared Foods strategy.
Increase of $32 million related to advertising and sales promotions.
Increase of $82 million related to professional fees, of which $52$124 million related to the Hillshire BrandsAdvancePierre acquisition, and integration costs.
Increaseswhich was composed of $17$49 million in information technologyacquisition related costs, $7$37 million in charitable contributionsincremental amortization and donations and $5$38 million in commissions.from the inclusion of AdvancePierre results post-acquisition.
Increase of $50$115 million from restructuring and related to the Hillshire Brands selling, general and administrative post-closing expenses in our final month of fiscal 2014.
2013 vs. 2012 –charges.
Increase of $79$53 million in employee costs including $34 million in non-restructuring severance related expenses and $24 million compensation and benefit integration expense, which was partially offset by reduced incentive-based compensation.
Increase of $8 million due to an impairment related to our San Diego Prepared Foods operation.
Remainder of net change was primarily related to professional fees.
2016 vs. 2015
Increase of $116 million in selling, general and administrative was primarily driven by:
Increase of $44$88 million related to marketing, advertising and promotion expense to drive sales growth.
Increase of $71 million of employee costs including payroll and stock-based and incentive-based compensation.
Increase of $32$11 million related to advertisingbad debt expense.
Increase of $17 million in all other primarily related to professional fees, information technology costs and sales promotions.rent.

Decrease of $26 million due to a reduction in amortization and other expense related to our intangible assets.
25Decrease of $25 million related to fiscal 2015 sale of our chicken production operations in Brazil and Mexico.
Decrease of $20 million of merger and integration costs.




Interest Incomein millions 
 2014
 2013
 2012
 $(7) $(7) $(12)
Interest Incomein millions 
 2017
 2016
 2015
 $(7) $(6) $(9)
2014/2013/20122017/2016/2015 – Interest income remained relatively flat due to continued low interest rates.
Interest Expensein millions in millions 
2014
 2013
 2012
2017
 2016
 2015
Cash interest expense, net of amounts capitalized$124
 $117
 $151
Loss on early extinguishment of debt
 
 167
Cash interest expense$278
 $248
 $293
Non-cash interest expense8
 28
 38
1
 1
 
Total Interest Expense$132
 $145
 $356
$279
 $249
 $293
2014/2013/2012 2017/2016/2015
Cash interest expense primarily included interest expense related to the coupon rates for senior notes and term loans and commitment/letter of credit fees incurred on our revolving credit facilities. The increase in cash interest expense in fiscal 20142017 was primarily due to senior notes and term loansdebt issued and debt assumed in connection with our completed acquisition of Hillshire Brands on August 28, 2014, partially offset by lower cash interest expense on our 3.25% Convertible Senior Notes due 2013 (2013 Notes) which matured October 15, 2013.the AdvancePierre acquisition. The decrease in cash interest expense in fiscal 2013 is2016 was primarily due to lower average coupon rates compared to fiscal 2012. This decrease was driven by the full extinguishmenta reduction of the 10.50% Senior Notes due 2014 (2014 Notes) in fiscal 2012, partially offset with the 4.5% Senior Notes due 2022 (2022 Notes) issued in fiscal 2012.
Loss on early extinguishment of debt included the amount paid exceeding the par value of debt, unamortized discount and unamortized debt issuance costs related to the full extinguishment of the 2014 Notes.our debt.
Non-cash interest expense primarily included interestamounts related to the amortization of debt issuance costs and discounts/premiums on note issuances. This includes debt issuanceissuances, offset by interest capitalized.
Other (Income) Expense, netin millions 
 2017
 2016
 2015
 $31
 $(8) $(36)
2017 – Included $28 million of legal costs incurred on our revolving credit facility, the senior notes and term loans issued in connection with our acquisitionrelated to two former subsidiaries of Hillshire Brands, which were sold by Hillshire Brands in 1986 and the accretion of the debt discount on the 2013 Notes. The decrease in non-cash interest expense in fiscal 2014 is due primarily to lower non-cash interest expense on our 2013 Notes.
Other (Income) Expense, netin millions 
 2014
 2013
 2012
 $53
 $(20) $(23)
2014Included $601994. Also, included $18 million of costs associated with bridge financing facilities forfees related to the Hillshire BrandsAdvancePierre acquisition and $6$19 million of other than temporary impairment related to an available-for-sale security, partially offset with $14 million ofincome from equity earnings in joint ventures and net foreign currency exchange gains.ventures.
20132016 Included $19 million related to recognized currency translation adjustment gain.
2012 Included $16$12 million of equity earnings in joint ventures and $4 million in net foreign currency exchange gains.losses.

262015 – Included $12 million of equity earnings in joint ventures and $21 million of gains on the sale of equity securities.



Effective Tax Rate 
 2014
 2013
 2012
 31.6% 32.6% 36.4%
Effective Tax Rate 
 2017
 2016
 2015
 32.3% 31.8% 36.3%
The effective tax rate on continuing operations was impacted by a number of items which result in a difference between our effective tax rate and the U.S.United States statutory rate of 35%. The table below reflects significant items impacting the rate as indicated.
2014 2017
Domestic production activity deduction reduced the rate 4.0%3.1%.
Net decrease in unrecognizedState income taxes increased the rate 2.3%.
2016
Domestic production activity deduction reduced the rate 2.6%.
Unrecognized tax benefits activity, mostly related to expiration of statutes of limitations and settlements with taxing authorities, reduced the rate 4.7%1.7%.
State income taxes increased the rate 2.8%2.7%.
2015
Domestic production activity deduction reduced the rate 3.7%.
Unrecognized tax benefits activity, mostly related to expiration of statutes of limitations, reduced the rate 1.8%.
State income taxes increased the rate 3.1%.
Foreign rate differences and valuation allowances increased the rate 2.8%3.8%.
2013 –
Domestic production activity deduction reduced the rate 3.2%.
General business credits reduced the rate 1.3%.
State income taxes increased the rate 2.4%.
2012 –
Domestic production activity deduction reduced the rate 1.8%.
General business credits reduced the rate 0.7%.
State income taxes increased the rate 1.5%.
Foreign rate differences and valuation allowances increased the rate 1.8%.


SEGMENT RESULTS
We operate in fivefour reportable segments: Chicken, Beef, Pork, Chicken, and Prepared Foods. Other primarily includes our foreign chicken production operations in China and India, third-party merger and integration costs and corporate overhead related to Tyson New Ventures, LLC.
On June 7, 2017, we acquired AdvancePierre, a producer and distributor of value-added, convenient, ready-to-eat sandwiches, sandwich components and other entrées and snacks. AdvancePierre's results from operations subsequent to the acquisition closing are included in the Prepared Foods and International. The results from Dynamic Fuels are included in Other. We allocate expenses related to corporate activities to the segments, except for acquisition and integration related fees which are included in Other. Chicken segments.
The following table is a summary of segment sales and operating income (loss), which is how we measure segment income (loss).
        in millions
        in millions
Sales Operating Income (Loss)Sales Operating Income (Loss)
2014
 2013
 2012
 2014
 2013
 2012
2017
 2016
 2015
 2017
 2016
 2015
Chicken$11,116
 $10,988
 $10,270
 $883
 $683
 $554
Beef16,177
 14,400
 13,755
 347
 296
 218
$14,823
 $14,513
 $17,236
 $877
 $347
 $(66)
Pork6,304
 5,408
 5,510
 455
 332
 417
5,238
 4,909
 5,262
 645
 528
 380
Chicken11,409
 10,927
 11,390
 1,053
 1,305
 1,366
Prepared Foods3,927
 3,322
 3,237
 (60) 101
 181
7,853
 7,346
 7,822
 462
 734
 588
International1,381
 1,324
 1,104
 (121) (37) (70)
Other
 46
 167
 (74) 
 (14)349
 380
 879
 (106) (81) (99)
Intersegment Sales(1,325) (1,114) (988) 
 
 
(1,412) (1,194) (1,216) 
 
 
Total$37,580
 $34,374
 $33,055
 $1,430
 $1,375
 $1,286
$38,260
 $36,881
 $41,373
 $2,931
 $2,833
 $2,169

27



Chicken Segment Results        in millions
Beef Segment Results        in millions
2014
 2013
 
Change 2014
vs. 2013

 2012
 Change 2013
vs. 2012

2017
 2016
 Change 2017 vs. 2016
 2015
 Change 2016
vs. 2015

Sales$11,116
 $10,988
 $128
 $10,270
 $718
$14,823
 $14,513
 $310
 $17,236
 $(2,723)
Sales Volume Change    2.6 %   0.7%    1.8%   (1.1)%
Average Sales Price Change    (1.4)%   6.2%    0.4%   (14.9)%
Operating Income$883
 $683
 $200
 $554
 $129
Operating Income (Loss)$877
 $347
 $530
 $(66) $413
Operating Margin7.9% 6.2%   5.4%  5.9% 2.4%   (0.4)%  
20142017 vs. 2013 2016
Sales Volume Sales volume grew as a resultincreased due to improved availability of cattle supply, stronger domestic demand for chickenour beef products and mix of rendered product sales.increased exports.
Average Sales Price Average sales price increased as demand for our beef products and strong exports outpaced the increase in live cattle supplies.
Operating Income Operating income increased due to more favorable market conditions as we maximized our revenues relative to the decline in live fed cattle costs, partially offset by higher operating costs.
2016 vs. 2015
Sales Volume – Sales volume decreased due to the additional week in fiscal 2015. When excluding the additional week in fiscal 2015, sales volume increased 0.8% due to increased availability of cattle supply and better demand for our beef products despite a reduction in live cattle processing capacity due to the closure of our Denison, Iowa, facility in the fourth quarter of fiscal 2015.
Average Sales Price Average sales price decreased due to higher domestic availability of beef supplies and lower livestock cost.
Operating Income Operating income increased due to more favorable market conditions as we maximized our revenues relative to the decline in live fed cattle cost, in addition to reduced losses from mark-to-market open derivative positions and lower-of-cost-or market inventory adjustments that were incurred in the fourth quarter of fiscal 2015, partially offset by higher operating costs.


Pork Segment Results        in millions
 2017
 2016
 Change 2017 vs. 2016
 2015
 Change 2016 vs. 2015
Sales$5,238
 $4,909
 $329
 $5,262
 $(353)
Sales Volume Change    0.6%   (2.5)%
Average Sales Price Change    6.1%   (4.4)%
Operating Income$645
 $528
 $117
 $380
 $148
Operating Margin12.3% 10.8%   7.2%  
2017 vs. 2016
Sales Volume – Sales volume increased due to strong demand for our pork products and increased exports.
Average Sales Price Average sales price increased as demand for our pork products and strong exports outpaced the increase in live hog supplies.
Operating Income – Operating income increased as we maximized our revenues relative to the live hog markets, partially attributable to stronger export markets and operational and mix performance, which were partially offset by higher operating costs.
2016 vs. 2015
Sales Volume – Sales volume decreased due to the divestiture of our Heinold Hog Markets business in the first quarter of fiscal 2015 and the additional week in fiscal 2015. Excluding these impacts, sales volume grew 1.2%, driven by better demand for our pork products.
Average Sales Price Average sale price decreased due to increased live hog supplies and lower livestock cost.
Operating Income – Operating income increased as we maximized our revenues relative to the decline in live hog markets and due to better plant utilization associated with increased volume processed, which were partially offset by higher operating costs, losses incurred in our live hog operation and the additional week in fiscal 2015.

Chicken Segment Results        in millions
 2017
 2016
 
Change 2017
vs. 2016

 2015
 Change 2016
vs. 2015

Sales$11,409
 $10,927
 $482
 $11,390
 $(463)
Sales Volume Change    1.2%   (2.6)%
Average Sales Price Change    3.1%   (1.5)%
Operating Income$1,053
 $1,305
 $(252) $1,366
 $(61)
Operating Margin9.2% 11.9%   12.0%  
2017 vs. 2016
Sales Volume – Sales volume was up due to better demand for our chicken products along with the incremental volume from the AdvancePierre acquisition.
Average Sales Price Average sales price increased due to sales mix changes.
Operating Income – Operating income for fiscal 2017 was below prior year record results due to higher operating costs, which included increased compensation and benefit integration expense of $41 million, $17 million of incremental net costs attributable to two plant fires, in addition to restructuring and related charges of $56 million, partially offset with lower feed ingredient costs of approximately $80 million.
2016 vs. 2015
Sales Volume – Sales volume decreased primarily due to the additional week in fiscal 2015, in addition to a planned temporary decrease in production in the fourth quarter of fiscal 2016 while we transitioned our mix to sell more value-added and less commodity products along with optimizing our mix and our buy versus grow strategy.
Average Sales Price Average sales price decreased as feed ingredient costs declined, partially offset by mix changes.
Operating Income Operating income increased due to higher sales volumewas negatively impacted by the additional week in fiscal 2015 along with increases in operating costs and lower feed ingredient costs of $600 million,marketing, advertising and promotion expenses, partially offset by decreased average sales price.lower feed costs of $170 million.
2013

Prepared Foods Segment Results      in millions 
 2017
 2016
 Change 2017 vs. 2016
 2015
 
Change 2016
vs. 2015

Sales$7,853
 $7,346
 $507
 $7,822
 $(476)
Sales Volume Change    3.2%   (2.8)%
Average Sales Price Change    3.6%   (3.4)%
Operating Income$462
 $734
 $(272) $588
 $146
Operating Margin5.9% 10.0%   7.5%  
2017 vs. 2012 2016
Sales Volume Sales volume grewincreased due to increased production driven by strongerimproved demand for our chicken products.retail products and incremental volumes from the AdvancePierre acquisition, partially offset by declines in foodservice.
Average Sales Price The increase in average sales price was primarily due to mix changes and price increases associated with higher input costs. Since many of our sales contracts are formula based or shorter-term in nature, we were able to offset rising input costs through improved pricing and mix.
Operating Income – Operating income was positively impacted by increased average sales price, and improved live performance and operational execution. These increases were partially offset by increased feed costs of $406 million.
Beef Segment Results        in millions
 2014
 2013
 Change 2014
vs. 2013

 2012
 Change 2013
vs. 2012

Sales$16,177
 $14,400
 $1,777
 $13,755
 $645
Sales Volume Change    (0.4)%   (1.8)%
Average Sales Price Change    12.8 %   6.6 %
Operating Income$347
 $296
 $51
 $218
 $78
Operating Margin2.1% 2.1%   1.6%  
2014 vs. 2013 –
Sales Volume – Sales volume decreased due to a reduction in live cattle processed.
Average Sales Price – Average sales price increased due to lower domestic availability of beef products.
Operating Income – Operating income increased due to improved operational execution and maximizing our revenues relative to the rising live cattle markets, partially offset by increased operating costs.
Derivative Activities – Operating results included net losses of $72 million in fiscal 2014, compared to net gains of $9 million in fiscal 2013 for commodity risk management activities related to futures contracts. These amounts exclude the impact from related physical sale and purchase transactions, which mostly offset the commodity risk management gains and losses.
2013 vs. 2012 –
Sales Volume – Sales volume decreased due to less outside trim and tallow purchases, partially offset by increased production volumes.
Average Sales Price – Average sales price increased due to lower domestic availability of fed cattle supplies, which drove up livestock costs.
Operating Income – Operating income increased due to improved operational execution, less volatile live cattle markets and improved export markets, partially offset by increased operating costs.

28



Pork Segment Results        in millions
 2014
 2013
 Change 2014
vs. 2013

 2012
 Change 2013
vs. 2012

Sales$6,304
 $5,408
 $896
 $5,510
 $(102)
Sales Volume Change    0.8%   (3.6)%
Average Sales Price Change    15.7%   1.9 %
Operating Income$455
 $332
 $123
 $417
 $(85)
Operating Margin7.2% 6.1%   7.6%  
2014 vs. 2013 –
Sales Volume – Sales volume increased due to better domestic demand for our pork products.
Average Sales Price – Average sales price increased due to lower total hog supplies, which resulted in higher input costs.
Operating Income – Operating income increased as we maximized our revenues relative to live hog markets, partially attributable to operational and mix performance.
Derivative Activities – Operating results included net losses of $112 million in fiscal 2014, compared to net losses of $15 million in fiscal 2013 for commodity risk management activities related to futures contracts. These amounts exclude the impact from related physical sale and purchase transactions, which mostly offset the commodity risk management losses.
2013 vs. 2012 –
Sales Volume – Sales volume decreased as a result of decreased customer demand and reduced exports.
Average Sales Price – Demand for pork products improved, which drove up average sales price and livestock cost despite a slight increase in live hog supplies.
Operating Income – While reduced compared to prior year, operating income remained strong in fiscal 2013 despite brief periods of imbalance in industry supply and customer demand. We were able to maintain strong operating margins by maximizing our revenues relative to the live hog markets, partially due to operational and mix performance.
Derivative Activities – Operating results included net losses of $15 million in fiscal 2013, compared to net gains of $66 million in fiscal 2012 for commodity risk management activities related to futures contracts. These amounts exclude the impact from related physical sale and purchase transactions, which impact current and future period operating results.

29



Prepared Foods Segment Results      in millions 
 2014
 2013
 Change 2014
vs. 2013

 2012
 
Change 2013
vs. 2012

Sales$3,927
 $3,322
 $605
 $3,237
 $85
Sales Volume Change    10.4%   1.9%
Average Sales Price Change    7.1%   0.7%
Operating Income$(60) $101
 $(161) $181
 $(80)
Operating Margin(1.5)% 3.0%   5.6%  
2014 vs. 2013 –
Sales Volume – Sales volume increased as a result of improved demand for our Prepared Foods products and incremental volumes as a result of the acquisition of Hillshire Brands in our final month of fiscal 2014.
Average Sales Price – Average sales price increased due to price increases associated with higher input costs along with better product mix which was positively impacted incrementally by the acquisition of Hillshire Brands in our final monthAdvancePierre as well as higher input costs of fiscal 2014.$50 million.
Operating Income Operating income decreased asdue to impairments of $52 million related to our San Diego operation and of $45 million related to the expected sale of a resultnon-protein business, $30 million of compensation and benefit integration expense, $34 million related to AdvancePierre purchase accounting and acquisition related costs, $82 million of restructuring and related charges, in addition to higher raw material and other inputoperating costs of approximately $210 million. Because manyat some of our sales contracts are formula based or shorter-term in nature, we are typically able to offset rising input costs through pricing. However, there is a lag time for price increases to take effect. facilities.Additionally, Prepared Foods operating income was reducedpositively impacted by $113$538 million duein synergies, of which $97 million was incremental synergies in fiscal 2017 above the $156 million of synergies realized in fiscal 2016 and $285 million realized in fiscal 2015. The positive impact of these synergies to additional costs associatedoperating income was partially offset with investments in innovation, new product launches and supporting the Prepared Foods improvement plan, Hillshire Brands post-closing results, purchase price accounting adjustments and ongoing costs related to a legacy Hillshire Brands plant fire.growth of our brands.
20132016 vs. 2012 2015
Sales Volume Sales volume increased as a result of improved demand for our prepared products and incremental volumes fromdecreased due to the purchase of two businessesadditional week in fiscal 2013.2015 and lower sales volume in the first six months of fiscal 2016 due to changes in sales mix and the carryover effect of the 2015 turkey avian influenza occurrence into the first half of fiscal 2016.
Average Sales Price Average sales price increaseddecreased primarily due to price increases associated with highera decline in input costs.costs, partially offset by a change in product mix.
Operating Income Operating income decreased, despite increases in sales volumes and average sales price,increased due to mix changes as a result of increased raw material and otherwell as lower input costs of approximately $110$300 million, partially offset with higher marketing, advertising, and promotion spend along with the additional costs incurred as we investedweek in our lunchmeat businessfiscal 2015. Additionally, Prepared Foods operating income was positively impacted by $441 million in synergies, of which $156 million was incremental synergies in fiscal 2016 above the $285 million of synergies realized in fiscal 2015. The positive impact of these synergies to operating income was partially offset with heavy investments in innovation, new product launches and supporting the growth platforms. Because many of our sales contracts are formula based or shorter-term in nature, we are typically able to offset rising input costs through pricing. However, there is a lag time for price increases to take effect.brands.
International Segment Results      in millions 
 2014
 2013
 Change 2014
vs. 2013

 2012
 Change 2013
vs. 2012

Sales$1,381
 $1,324
 $57
 $1,104
 $220
Sales Volume Change    12.2 %   11.6%
Average Sales Price Change    (7.0)%   7.5%
Operating Income (Loss)$(121) $(37) $(84) $(70) $33
Operating Margin(8.8)% (2.8)%   (6.3)%  
Other Results      in millions 
 2017
 2016
 Change 2017
vs. 2016

 2015
 
Change 2016
vs. 2015

Sales$349
 $380
 $(31) $879
 $(499)
Operating Loss(106) (81) (25) (99) 18
20142017 vs. 2013 2016
Sales Volume– Sales volume increased as we grew our businesses in Brazil and China.
Average Sales Price – Average sales price decreased due to poor export market conditionsa decline in Brazil, supply imbalances associated with weak demand in Chinaaverage sales price and a less favorable pricing environment in Mexico.foreign produced sales volume.
Operating Incomeloss – Operating incomeloss increased primarily from $43 million of AdvancePierre third-party acquisition related costs, partially offset by better performance at our China operation and reduced other merger and integration costs outside of AdvancePierre.
2016 vs. 2015
Sales Sales decreased due to poor operational execution in Brazil, challenging market conditions in Brazil and China and additional costs incurred as we grew our International operation. Additionally, operating income was reduced by $42 million related to an impairment of Brazil assets and other costs related to the pending sale of ourthe Mexico and Brazil operation.
2013 vs. 2012 –
Sales Volume – Sales volume increased as we continued to grow our International operation.
Average Sales Price – Average sales price increased due to improved market conditions and more favorable pricing environmentschicken production operations in Brazil and Mexico.fiscal 2015.
Operating Lossloss – Operating incomeloss improved due to better performance in Brazilat our China operation and Mexico,reduced third-party merger and integration costs partially offset by increased feed coststhe results of $64 million and supply imbalances associated with weak demandthe Mexico chicken production operation sold in China as a result of avian influenza.fiscal 2015.

30




LIQUIDITY AND CAPITAL RESOURCES
Our cash needs for working capital, capital expenditures, growth opportunities, the repurchases of senior notes, repayment of term loans and share repurchases are expected to be met with current cash on hand, cash flows provided by operating activities, or short-term borrowings. Based on our current expectations, we believe our liquidity and capital resources will be sufficient to operate our business. However, we may take advantage of opportunities to generate additional liquidity or refinance existing debt through capital market transactions. The amount, nature and timing of any capital market transactions will depend on our operating performance and other circumstances; our then-current commitments and obligations; the amount, nature and timing of our capital requirements; any limitations imposed by our current credit arrangements; and overall market conditions.
Cash Flows from Operating Activities  in millions   in millions 
2014
 2013
 2012
2017
 2016
 2015
Net income$856
 $778
 $576
$1,778
 $1,772
 $1,224
Non-cash items in net income:          
Depreciation and amortization530
 519
 499
761
 705
 711
Deferred income taxes(105) (12) 140
(39) 84
 38
Convertible debt discount(92) 
 
Loss on early extinguishment of debt
 
 167
Gain on dispositions of businesses
 
 (177)
Impairment of assets107
 74
 34
214
 45
 285
Stock-based compensation expense92
 81
 69
Other, net31
 26
 18
(57) (34) 71
Net changes in working capital(149) (71) (247)
Net changes in operating assets and liabilities(150) 63
 349
Net cash provided by operating activities$1,178
 $1,314
 $1,187
$2,599
 $2,716
 $2,570
Operating cash flows associated with the Convertible debt discountGain on dispositions of businesses in fiscal 2015 primarily relates to the initial debt discountsale of $92the Mexico chicken production operation.
Impairment of assets included the following:
2017 – Included a $73 million on our 2013 Notes, which matured and were retired in fiscal 2014.
Operating cash flowsimpairment of assets associated with Loss on early extinguishment of debt included the amount paid exceeding the par value of debt, unamortized discountrestructuring and unamortized debt issuance costsrelated charges, $45 million impairment related to the full extinguishmentexpected sale of the 2014a non-protein business and an impairment of $51 million related to our San Diego Prepared Foods operation. For further description regarding these charges refer to Part II, Item 8, Notes issuedto Consolidated Financial Statements, Note 3: Acquisitions and Dispositions, Note 6: Restructuring and Related Charges and Note 10: Other Income and Charges.
2015 – Included $59 million of impairment charges related to our Prepared Foods network optimization and $169 million of impairments related to our China operation. For further description regarding these charges refer to Part II, Item 8, Notes to Consolidated Financial Statements, Note 3: Acquisitions and Dispositions and Note 10: Other Income and Charges.
Other, net increase in 2009.fiscal 2015 is primarily driven by non-cash pension expense.
Cash flows associated with changes in working capital:operating assets and liabilities:
20142017 Decreased primarily due to the increase in inventory andhigher accounts receivable balances and decrease in income taxes payable,inventory, partially offset by the increase inincreased accounts payable.payable and increased accrued salaries and wages. The higher inventory, accounts receivable, inventory and accounts payable balances are primarily attributable to significant increases in input costs and price increases associated with higher input costs and the increased input costs.timing of sales and payments. The increase in accrued salaries and wages is primarily attributable to the restructuring accrual. For further description regarding this accrual refer to Part II, Item 8, Notes to Consolidated Financial Statements, Note 6: Restructuring and Related Charges.
20132016 DecreasedIncreased primarily due to a higherdecreased inventory and accounts receivable balance,balances and increased accrual for incentive compensation, which were partially offset by increases in accrued salaries, wagesdecreased accounts payable, increased tax receivable and benefits and income tax payable.contributions to pension plans. The higherdecreased inventory, accounts receivable balance isand accounts payable balances were largely due to significant increases in inputdecreased raw material costs and price increases associated with the increased input costs.timing of sales and payments.
20122015 DecreasedIncreased primarily due to the increasedecrease in inventory and accounts receivable balances and an increase in taxes payable, partially offset by the increasedecrease in accounts payable. The higherdecreased inventory, accounts receivable and accounts receivablepayable balances were driven by significant increases in inputlargely due to decreased raw material costs and price increases associated with the increased input costs.timing of sales and payments.

31




Cash Flows from Investing ActivitiesCash Flows from Investing Activities   in millions
Cash Flows from Investing Activities   in millions
2014
 2013
 2012
2017
 2016
 2015
Additions to property, plant and equipment$(632) $(558) $(690)$(1,069) $(695) $(854)
Proceeds from sale/(Purchases) of marketable securities, net15
 (18) (11)
(Purchases of)/Proceeds from marketable securities, net(18) (9) 14
Acquisitions, net of cash acquired(8,193) (106) 
(3,081) 
 
Proceeds from sale of businesses
 
 539
Other, net10
 39
 41
4
 20
 31
Net cash used for investing activities$(8,800) $(643) $(660)$(4,164) $(684) $(270)
Additions to property, plant and equipment includeincluded spending for production growth, safety and animal well-being, in addition to acquiring new equipment, infrastructure replacements and upgrading our facilitiesupgrades to maintain competitive standing and position us for future opportunities.
Capital spending for fiscal 20152018 is expected to approximate $900 million$1.4 billion and will include spending on our operations for production growth, safety, animal well-being, infrastructure replacements and upgrades, and operational improvements that will result in production and labor efficiencies, yield improvements and sales channel flexibility.
AcquisitionsPurchases of marketable securities included funding for our deferred compensation plans.
Proceeds from sale of businesses primarily included proceeds, net of cash transferred, from the sale of the Mexico and Brazil operations.
Acquisition, net of cash acquired, in fiscal 20142017 related to acquiring Hillshire Brands and an additional value-added food businessAdvancePierre as part of our strategy to accelerate growth in our prepared foods sales. Bothsustainably feed the world with the fastest growing portfolio of these acquisitionsprotein-packed brands. AdvancePierre's results from operations subsequent to the acquisition closing are included in the Prepared Foods segment.and Chicken segments. For further description regarding these transactionsthis transaction refer to Part II, Item 8, Notes to the Consolidated Financial Statements, Note 3: AcquisitionsAcquisition and Dispositions.
Cash Flows from Financing ActivitiesCash Flows from Financing Activities   in millions
Cash Flows from Financing Activities   in millions
2014
 2013
 2012
2017
 2016
 2015
Payments on debt$(639) $(91) $(993)$(3,159) $(714) $(1,995)
Proceeds from issuance of long-term debt5,576
 68
 1,116
5,444
 1
 501
Proceeds from issuance of debt component of tangible equity units205
 
 
Proceeds from issuance of common stock, net of issuance costs873
 
 
Net proceeds from issuance of equity component of tangible equity units1,255
 
 
Borrowings on revolving credit facility1,810
 1,065
 1,345
Payments on revolving credit facility(2,110) (765) (1,345)
Proceeds from issuance of commercial paper8,138
 
 
Repayments of commercial paper(7,360) 
 
Payment of AdvancePierre TRA liability(223) 
 
Purchases of Tyson Class A common stock(295) (614) (264)(860) (1,944) (495)
Dividends(104) (104) (57)(319) (216) (147)
Stock options exercised67
 123
 34
154
 128
 84
Other, net(23) 18
 (7)15
 68
 17
Net cash provided by (used for) financing activities$6,915
 $(600) $(171)$1,530
 $(2,377) $(2,035)
Payments on debt included –
20142017Our 2013 Notes maturedWe extinguished $1,146 million of AdvancePierre's debt, which we assumed in fiscal 2014 atthe acquisition, and fully retired the $1,800 million term loan tranche due June 2020, which time we paidwas issued as part of the $458AdvancePierre acquisition financing.
2016 – We fully retired the $638 million principal value with cash on hand and settled the conversion premium by issuing 11.7 million sharesoutstanding balance of our Class A stock from available treasury shares. The 2013 Notes were initially recorded at a $926.60% senior notes due April 2016.
2015 – We fully retired the $401 million discount, which equaled the fair value of an equity conversion premium instrument. The portionoutstanding balance of the payment of the Notes related to the initial $92 million discount was recorded in cash flows from operating activities. Simultaneous to the settlement of the conversion premium, we received 11.7 million shares of our Class A stock from the call options.
2014 – $1942.75% senior notes due September 2015 and paid $353 million related to the 5-year tranche A term loan facility and $30$1,172 million related to the 3-year tranche A term loan facility.
2013 – $91 million primarily related to borrowings at our foreign subsidiaries.
2012 – $885 million for the extinguishment of the 2014 Notes and $103 million related to borrowings at our foreign subsidiaries.
Proceeds from issuance of long-term debt includedand borrowings/payments on revolving credit facility
20142017$2,300Proceeds from issuance of long-term debt included a $1,800 million from term loansloan and $3,243$2,743 million from senior unsecured notes after original issue discounts of $7 million.million, to fund the AdvancePierre acquisition. In addition, proceeds from issuance of long-term debt included $899 million of senior unsecured notes after original issue discounts of $1 million that was used to repay amounts outstanding under the term loan tranche due June 2020. We had net payments on our revolving credit facility of $300 million in fiscal 2017, which was used for general corporate purposes.


2016 – We had borrowings of $1,065 million and payments of $765 million on our revolving credit facility for fiscal 2016. We utilized our revolving credit facility to balance our cash position with the retirement of the 2016 Notes and changes in working capital. Additionally, total debt related toof our foreign subsidiaries was $8$7 million at September 27, 2014,October 1, 2016, $6 million of which is classified as long-term in our Consolidated Balance Sheets.
2015 – $500 million from term loans, the full balance of which was used to prepay outstanding borrowings under the 3-year tranche A term loan facility. In addition, we had borrowings and payments on our revolver of $1,345 million for fiscal 2015. We utilized our revolving credit facility to balance our cash position with term loan deleveraging and changes in working capital. Additionally, total debt of our foreign subsidiaries was $10 million at October 3, 2015, all of which is classified as long-term in our Consolidated Balance Sheets.
2013Proceeds from issuance and repayment of short-term debt in the form of commercial paper $68
2017- We had net issuances of $778 million primarily from our foreign subsidiaries. Total debt relatedin unsecured short-term promissory notes (commercial paper) pursuant to our foreign subsidiaries was $60 million at September 28, 2013 ($40 million current, $20 million long-term).
2012 – We received net proceeds of $995 million from the issuance of the 2022 Notes.commercial paper program. We used the net proceeds towardsfrom the extinguishment ofcommercial paper program as partial financing for the 2014 Notes, including the payments of accrued interestAdvancePierre acquisition and related premiums, andfor general corporate purposes. Additionally, our foreign subsidiaries received proceeds
Payments on TRA obligation in the acquisition of $115AdvancePierre –
2017- AdvancePierre Tax Receivable Agreement (TRA) liability of $223 million from borrowings. Total debt relatedwas paid to our foreign subsidiaries was $102 million at September 29, 2012 ($62 million current, $40 million long-term).

32



Proceeds from issuance of debt and equity components of tangible equity units –
2014 – We issued 30 million, 4.75% tangible equity units (TEUs). Total proceeds, net of underwriting discounts and other expenses, were $1,454 million. Each TEU is comprised ofits former shareholders as a prepaid stock purchase contract and a senior amortizing note due July 15, 2017. We allocated the proceeds from the issuance of the TEUs to equity and debt based on the relative fair values of the respective components of each TEU. The fair value of the prepaid stock purchase contracts, which was $1,295 million, is recorded in Capital in Excess of Par Value, net of $40 million issuance costs. The fair value of the senior amortizing notes, which was $205 million, is recorded in debt, of which $65 million is current.
Proceeds from issuance of common stock, net of issuance costs –
2014 – We issued 23.8 million sharesresult of our Class A common stock, for total proceeds, netassumption of underwriting discounts and other offering related fees and expenses,this obligation in the acquisition of $873 million.AdvancePierre.
Purchases of Tyson Class A common stock include –
$250797 million, $550$1,868 million, and $230$455 million for shares repurchased pursuant to our share repurchase program in fiscal 2014, 20132017, 2016 and 2012,2015, respectively.
$4563 million, $64$76 million and $34$40 million for shares repurchased to fund certain obligations under our equity compensation plans in fiscal 2014, 20132017, 2016 and 2012,2015, respectively.
We currently do not plan to repurchase shares, other than to fund obligations under equity compensation programs.programs, until we reach our net debt to EBITDA target of around 2x. We currently anticipate reaching this goal by the third quarter of fiscal 2018.
Dividends paid during fiscal 2017 included a 50% increase to our fiscal 2016 quarterly dividend rate.
Other, net increase in fiscal 2016 is primarily driven by tax benefits associated with stock option exercises.
Liquidity       in millions
       in millions
 
Commitments
Expiration Date
 
Facility
Amount

 
Outstanding Letters of
Credit under Revolving
Credit Facility (no draw downs)

 
Amount
Borrowed

 
Amount
Available

 
Commitments
Expiration Date
 
Facility
Amount

 
Outstanding Letters of
Credit (no draw downs)

 
Outstanding Amount
Borrowed

 
Amount
Available

Cash and cash equivalents       $438
       $318
Short-term investments       1
       3
Revolving credit facility September 2019 $1,250
 $41
 $
 1,209
 May 2022 $1,500
 $8
 $
 1,492
Commercial Paper       (778)
Total liquidity       $1,648
       $1,035
Liquidity includes cash and cash equivalents, short-term investments, and availability under our revolving credit facility, less outstanding commercial paper balance.
At September 30, 2017, we had current debt of $906 million, which we intend to repay with cash generated from our operating activities and other liquidity sources.
The revolving credit facility supports our short-term funding needs and letters of credit.credit and also serves to backstop our commercial paper program. The letters of credit issued under this facility are primarily in support of leasing obligations and workers’ compensation insurance programs and derivative activities.
programs. Our 2013 Notes matured in October 2013. Upon maturity, we paidmaximum borrowing under the $458 million principal value with cash on hand, and settled the conversion premium by issuing 11.7 million shares of our Class A stock from available treasury shares. Simultaneous to the settlement of the conversion premium, we received 11.7 million shares of our Class A stock from call options we entered into concurrently with the 2013 Note issuance.revolving credit facility during fiscal 2017 was $590 million.
We expect net interest expense will approximate $290$325 million for fiscal 2015 (53-weeks).2018.
At September 27, 2014,30, 2017, approximately $380$308 million of our cash was held in the international accounts of our foreign subsidiaries. Generally, we do not rely on the foreign cash as a source of funds to support our ongoing domestic liquidity needs. Rather, we manage our worldwide cash requirements by reviewing available funds among our foreign subsidiaries and the cost effectiveness with which those funds can be accessed. The repatriation of cash balances from certain of our foreign subsidiaries could have adverse tax consequences or be subject to regulatory capital requirements; however, those balances are generally available without legal restrictions to fund ordinary business operations. U.S.United States income taxes, net of applicable foreign tax credits, have not been provided on undistributed earnings of foreign subsidiaries with the exception of $17 million provided on the undistributed earnings of our Mexico and Brazil operations due to the pending sale of those operations. Except for cash generated from the sale of our Mexico and Brazil operations, oursubsidiaries. Our intention is to reinvest the cash held by foreign subsidiaries permanently or to repatriate the cash only when it is tax effectiveefficient to do so.
Our ratio of short-term assets to short-term liabilities ("current ratioratio") was 1.641.55 to 1 and 1.861.77 to 1 at September 27, 2014,30, 2017, and September 28, 2013,October 1, 2016, respectively. The decrease in fiscal 2014 is due to the acquisition of Hillshire Brands.


Capital Resources
Credit Facility
Cash flows from operating activities and current cash on hand are our primary sources of liquidity for funding debt service, capital expenditures, dividends and share repurchases. We also have a revolving credit facility, with a committed capacity of $1.25$1.5 billion, to provide additional liquidity for working capital needs, letters of credit and a source of financing for growth opportunities.to backstop our commercial paper program. As of September 27, 2014,30, 2017, we had no outstanding borrowings and $8 million of outstanding letters of credit totaling $41 million issued under this facility, none of which were drawn upon, which left $1,209$1,492 million available for borrowing. Our revolving credit facility is funded by a syndicate of 4241 banks, with commitments ranging from $0.3 million to $85$106 million per bank. The syndicate includes bank holding companies that are required to be adequately capitalized under federal bank regulatory agency requirements.

Commercial Paper Program
33Our commercial paper program provides a low-cost source of borrowing to fund general corporate purposes including working capital requirements. The maximum borrowing capacity under the commercial paper program is $800 million. The maturities of the notes may vary, but may not exceed 397 days from the date of issuance. As of September 30, 2017, $778 million was outstanding under this program with maturities less than 45 days.



Capitalization
To monitor our credit ratings and our capacity for long-term financing, we consider various qualitative and quantitative factors. We monitor the ratio of our net debt to EBITDA as support for our long-term financing decisions. At September 27, 201430, 2017, and September 28, 2013October 1, 2016, the ratio of our net debt to EBITDA was 4.1x2.7x and 0.7x,1.7x, respectively. Refer to Part II, Item 6, Selected Financial Data, for an explanation and reconciliation to comparable GAAP measures. The increase in this ratio for fiscal 20142017 is due to the additional debt incurred related to the Hillshire Brands acquisition. As previously described, we incurred $2,300 million in term loans, $3,243 million in senior unsecured notes and $205 million in the debt component of tangible equity units. Additionally, as partprimarily a result of the transaction we assumed $868 million of senior notes and otherincremental debt from Hillshire Brands.the AdvancePierre acquisition.
Credit Ratings
2016 NotesTerm Loans: Tranche B due August 2019 and Tranche B due August 2020
On February 11, 2013, Standard & Poor's RatingsRating Services, a Standard & Poor's Financial Services LLC business (S&P), upgraded the credit rating of the 2016 Notes from "BBB-" tofor both term loans is "BBB." This upgrade did not impact the interest rate on the 2016 Notes.
On June 7, 2012, Moody's InvestorsMoody’s Investor Service, Inc. (Moody's) upgraded the credit rating for both term loans is "Baa2." Fitch Ratings, a wholly owned subsidiary of Fimlac, S.A. (Fitch) credit rating for both term loans is "BBB." The below table outlines the 2016 Notes from "Ba1" to "Baa3." This upgrade decreased the interest rateborrowing spread on the 2016 Notes from 6.85%outstanding principal balances of our term loans that correspond to 6.60%, effective beginning with the six-month interest payment due October 1, 2012.
A one-notch downgrade by Moody's would increase the interest rates on the 2016 Notes by 0.25%. A two-notch downgraderatings levels from S&P, would increase the interest rates on the 2016 Notes by 0.25%.Moody's and Fitch.
Ratings Level (S&P/Moody's/Fitch)Tranche B due August 2019 Borrowing Spread
Tranche B due August 2020 Borrowing Spread
BBB+/Baa1/BBB+ or higher1.250%0.750%
BBB/Baa2/BBB (current level)1.500%0.800%
BBB-/Baa3/BBB-1.750%1.125%
BB+/Ba1/BB+2.000%1.375%
BB/Ba2/BB or lower2.500%1.375%
Revolving Credit Facility
S&P’s corporate credit rating for Tyson Foods, Inc. is "BBB." Moody’s, senior unsecured, subsidiary guaranteed long-term debt rating for Tyson Foods, Inc. is "Baa3."Baa2." Fitch Ratings' (Fitch),Fitch's issuer default rating for Tyson Foods, Inc. is "BBB." The below table outlines the fees paid on the unused portion of the facility (Facility Fee Rate) and letter of credit fees (Undrawn Letter of Credit Fee and Borrowing Spread) depending on the rating levels of Tyson Foods, Inc. from S&P, Moody's and Fitch.
Ratings Level (S&P/Moody's/Fitch)
Facility Fee
Rate

Undrawn Letter of
Credit Fee and
Borrowing Spread

A-/A3/A- or above0.100%1.000%
BBB+/Baa1/BBB+0.125%1.125%
BBB/Baa2/BBB (current level)0.150%1.250%
BBB-/Baa3/BBB-0.200%1.500%
BB+/Ba1/BB+ or lower0.250%1.750%
In the event the rating levels are split, the applicable fees and spread will be based upon the rating level in effect for two of the rating agencies, or, if all three rating agencies have different rating levels, the applicable fees and spread will be based upon the rating level that is between the rating levels of the other two rating agencies.


Debt Covenants
Our revolving credit facility containsand term loan facilities contain affirmative and negative covenants that, among other things, may limit or restrict our ability to: create liens and encumbrances; incur debt; merge, dissolve, liquidate or consolidate; make acquisitions and investments; dispose of or transfer assets; change the nature of our business; engage in certain transactions with affiliates; and enter into hedging transactions, in each case, subject to certain qualifications and exceptions. In addition, we are required to maintain minimum interest expense coverage and maximum debt to capitalizationdebt-to-capitalization ratios.
Our senior notes and term loans also contain affirmative and negative covenants that, among other things, may limit or restrict our ability to: create liens; engage in certain sale/leaseback transactions; and engage in certain consolidations, mergers and sales of assets.
We were in compliance with all debt covenants at September 27, 2014.30, 2017.

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Pension Plans
As further described in Part II, Item 8, Notes to Consolidated Financial Statements, Note 15: PensionPensions and Other Postretirement Benefits, the funded status of our defined benefit pension plans is defined as the amount the projected benefit obligation exceeds the plan assets. The funded status of the plans is an underfunded position of $381$195 million at the end of fiscal 20142017 as compared to an underfunded position of $86$336 million at the end of fiscal 2013. The increase in the underfunded position is due to the acquisition of Hillshire Brands.2016.
We expect to contribute approximately $14$38 million of cash to our pension plans in 2015fiscal 2018 as compared to approximately $9$53 million in 2014fiscal 2017 and $8$64 million in 2013.fiscal 2016. The exact amount of cash contributions made to pension plans in any year is dependent upon a number of factors, including minimum funding requirements. As a result, the actual funding in 2015fiscal 2018 may be different from the estimate.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements material to our financial position or results of operations. The off-balance sheet arrangements we have are guarantees of debt of outside third parties, including leases and grower loans, and residual value guarantees covering certain operating leases for various types of equipment. See Part II, Item 8, Notes to Consolidated Financial Statements, Note 20: Commitments and Contingencies for further discussion.

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CONTRACTUAL OBLIGATIONS
The following table summarizes our contractual obligations as of September 27, 201430, 2017:
 
 in millions
 in millions
Payments Due by PeriodPayments Due by Period
2015
 2016-2017
 2018-2019
 2020 and thereafter
 Total
2018
 2019-2020
 2021-2022
 2023 and thereafter
 Total
Debt and capital lease obligations:                  
Principal payments (1)
$644
 $1,944
 $1,864
 $3,710
 $8,162
$906
 $3,274
 $1,518
 $4,552
 $10,250
Interest payments (2)
312
 488
 423
 1,540
 2,763
341
 613
 492
 2,159
 3,605
Guarantees (3)
33
 33
 31
 27
 124
22
 57
 44
 15
 138
Operating lease obligations (4)
107
 136
 69
 104
 416
137
 174
 80
 73
 464
Purchase obligations (5)
2,625
 844
 460
 249
 4,178
1,750
 646
 195
 110
 2,701
Capital expenditures (6)
525
 114
 11
 11
 661
1,084
 303
 
 
 1,387
Other long-term liabilities (7)

 
 
 
 481

 
 
 
 581
Total contractual commitments$4,246
 $3,559
 $2,858
 $5,641
 $16,785
$4,240
 $5,067
 $2,329
 $6,909
 $19,126
(1) 
In the event of a default on payment, acceleration of the principal payments could occur.
(2) 
Interest payments include interest on all outstanding debt. Payments are estimated for variable rate and variable term debt based on effective interest rates at September 27, 201430, 2017, and expected payment dates.
(3) 
Amounts include guarantees of debt of outside third parties, which consist of leases and grower loans, all of which are substantially collateralized by the underlying assets, as well as residual value guarantees covering certain operating leases for various types of equipment. The amounts included are the maximum potential amount of future payments.
(4) 
Amounts include minimum lease payments under lease agreements.
(5) 
Amounts include agreements to purchase goods or services that are enforceable and legally binding and specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. The purchase obligations amount included items, such as future purchase commitments for grains, livestock contracts and fixed grower fees, that provide terms that meet the above criteria. For certain grain purchase commitments with a fixed quantity provision, we have assumed the future obligations under the commitment based on available commodity futures prices as published in observable active markets as of September 27, 201430, 2017. We have excluded future purchase commitments for contracts that do not meet these criteria. Purchase orders are not included in the table, as a purchase order is an authorization to purchase and is cancelable. Contracts for goods or services that contain termination clauses without penalty have also been excluded.
(6) 
Amounts include estimated amounts to complete buildings and equipment under construction as of September 27, 201430, 2017.
(7) 
Other long-term liabilities primarily consist of deferred compensation, deferred income, self-insurance, and asset retirement obligations. We are unable to reliably estimate the amount of these payments beyond fiscal 2015;2018; therefore, we have only included the total liability in the table above. We also have employee benefit obligations consisting of pensions and other postretirement benefits of $532$258 million that are excluded from the table above. A discussion of the company'sCompany's pension and postretirement plans, including funding matters, is included in Part II, Item 8, Notes to Consolidated Financial Statements, Note 15: Pensions and Other Postretirement Benefits.
In addition to the amounts shown above in the table, we have unrecognized tax benefits of $206$296 million and related interest and penalties of $54$63 million at September 27, 2014,30, 2017, recorded as liabilities.
The potential maximum contractual obligation associated with our cash flow assistance programs at September 27, 2014,30, 2017, based on the estimated fair values of the livestock supplier’s net tangible assets on that date, aggregated to approximately $330 million, or approximately $326 million remaining maximum commitment after netting the cash flow assistance related receivables.$380 million. There were no receivables under these programs at September 30, 2017.
RECENTLY ISSUED/ADOPTED ACCOUNTING PRONOUNCEMENTS
Refer to the discussion under Part II, Item 8, Notes to Consolidated Financial Statements, Note 1: Business and Summary of Significant Accounting Policies for recently issued accounting pronouncements and Note 2: Changes in Accounting Principles for recently adopted accounting pronouncements.Principles.

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CRITICAL ACCOUNTING ESTIMATES
The preparation of consolidated financial statements requires us to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of certain accounting estimates we consider critical.
 
Description Judgments and Uncertainties 
Effect if Actual Results Differ From
Assumptions
Contingent liabilities    
We are subject to lawsuits, investigations and other claims related to wage and hour/labor, environmental, product, taxing authorities and other matters, and are required to assess the likelihood of any adverse judgments or outcomes to these matters, as well as potential ranges of probable losses.
 
A determination of the amount of reserves and disclosures required, if any, for these contingencies is made after considerable analysis of each individual issue. We accrue for contingent liabilities when an assessment of the risk of loss is probable and can be reasonably estimated. We disclose contingent liabilities when the risk of loss is reasonably possible or probable.
 Our contingent liabilities contain uncertainties because the eventual outcome will result from future events, and determination of current reserves requires estimates and judgments related to future changes in facts and circumstances, differing interpretations of the law and assessments of the amount of damages, and the effectiveness of strategies or other factors beyond our control. 
We have not made any material changes in the accounting methodology used to establish our contingent liabilities during the past three fiscal years.
 
We do not believe there is a reasonable likelihood there will be a material change in the estimates or assumptions used to calculate our contingent liabilities. However, if actual results are not consistent with our estimates or assumptions, we may be exposed to gains or losses that could be material.
     
Marketing, advertising and advertisingpromotion costs    
We incurpromote our products with marketing, advertising, retailer incentivetrade promotions, and consumer incentive costs to promote products through marketing programs.incentives. These programs include, but are not limited to, coupons, discounts, rebates, volume-based incentives, cooperative advertising, volume discounts, in-store display incentives, coupons and other programs.

Marketing, advertising, and advertisingpromotion costs are charged to operations in the period incurred. We accrue costs based on the estimated performance, historical utilization and redemption rates of each program.

Cash consideration given to customers is considered a reduction in the price of our products, thus recorded as a reduction to sales. The remainder of marketing, advertising and advertisingpromotion costs is recorded as a selling, general and administrative expense.
 
Recognition of the costs related to these programs contains uncertainties due to judgment required in estimating the potential performance, utilization and redemption rates of each program.

These estimates are based on many factors, including experience of similar promotional programs.

 
We have not made any material changes in the accounting methodology used to establish our marketing, advertising, and promotion accruals during the past three fiscal years.

We do not believe there is a reasonable likelihood there will be a material change in the estimates or assumptions used to calculate our marketing, advertising, and promotion accruals. However, if actual results are not consistent with our estimates or assumptions, we may be exposed to gains or losses that could be material.

A 10% change in our marketing, advertising, and promotion accruals at September 27, 2014,30, 2017, would impact pretax earnings by approximately $18$15 million.


37




Description Judgments and Uncertainties 
Effect if Actual Results Differ From
Assumptions
Accrued self-insurance    
We are self-insured for certain losses related to health and welfare, workers’ compensation, auto liability and general liability claims.
 
We use an independent third-party actuary to assist in determining our self-insurance liability. We and the actuary consider a number of factors when estimating our self-insurance liability, including claims experience, demographic factors, severity factors and other actuarial assumptions.
 
We periodically review our estimates and assumptions with our third-party actuary to assist us in determining the adequacy of our self-insurance liability. Our policy is to maintain an accrual within the central to high point of the actuarial range.
 
Our self-insurance liability contains uncertainties due to assumptions required and judgment used.
 
Costs to settle our obligations, including legal and healthcare costs, could increase or decrease causing estimates of our self-insurance liability to change.
 
Incident rates, including frequency and severity, could increase or decrease causing estimates in our self-insurance liability to change.
 
We have not made any material changes in the accounting methodology used to establish our self-insurance liability during the past three fiscal years.
 
We do not believe there is a reasonable likelihood there will be a material change in the estimates or assumptions used to calculate our self-insurance liability. However, if actual results are not consistent with our estimates or assumptions, we may be exposed to gains or losses that could be material.
 
A 10% increase in the actuarial estimate at September 27, 2014,30, 2017, would result in an increase in the amount we recorded for our self-insurance liability of approximately $3$27 million. A 10% decrease in the actuarial estimate at September 27, 2014,30, 2017, would result in a decrease in the amount we recorded for our self-insurance liability of approximately $23$11 million.

38




Description Judgments and Uncertainties 
Effect if Actual Results Differ From
Assumptions
Defined benefit pension plans    
We sponsor nine defined benefit pension plans that provide retirement benefits to certain employees. We also participate in a multi-employer plan that provides defined benefits to certain employees covered by collective bargaining agreements. Such plans are usually administered by a board of trustees composed of the management of the participating companies and labor representatives.

We use independent third-party actuaries to assist us in determining our pension obligations and net periodic benefit cost. We and the actuaries review assumptions that include estimates of the present value of the projected future pension payment to all plan participants, taking into consideration the likelihood of potential future events such as salary increases and demographic experience. We accumulate and amortize the effect of actuarial gains and losses over future periods.

Net periodic benefit costscost for the defined benefit pension plans were $14was $28 million in 2014.fiscal 2017. The projected benefit obligation was $2,031$1,707 million at the end of fiscal 2014.2017. Unrecognized actuarial losses were $75gain was $44 million at the end of fiscal 2014.2017. We currently expect net periodic benefit cost for fiscal 20152018 to be approximately $8 million.$15 million, excluding the pending settlement as described in Note 15: Pension and Other Postretirement Benefits.

Plan assets are currently comprised of approximately 81%87% fixed income securities and 12%9% equity securities. Fixed income securities can include, but are not limited to, direct bond investments and pooled or indirect bond investments. Other investments may include, but are not limited to, international and domestic equities, real estate, commodities and private equity.

We expect to contribute approximately $14$38 million of cash to our pension plans in fiscal 2015.2018. The exact amount of cash contributions made to pension plans in any year is dependent upon a number of factors, including minimum funding requirements.

 
Our defined benefit pension plans contain uncertainties due to assumptions required and judgments used.

The key assumptions used in developing the required estimates include such factors as discount rates, expected returns on plan assets, retirement rates, and mortality.
These assumptions can have a material impact upon the funded status and the net periodic benefit cost.

The discount rates were determined using a cash flow matching technique whereby the rates of a yield curve, developed from high-quality debt securities, were applied to the benefit obligations to determine the appropriate discount rate. In determining the long-term rate of return on plan assets, we first examined historical rates of return for the various asset classes within the plans. We then determined a long-term projected rate-of-return based on expected returns. Investment, management and other fees paid out of plan assets are factored into the determination of asset return assumptions. Retirement rates are based primarily on actual plan experience, while standard actuarial tables are used to estimate mortality.

It is reasonably likely that changes in external factors will result in changes to the assumptions used to measure pension obligations and net periodic benefit cost in future periods.

The risks of participating in multiemployermulti-employer plans are different from single-employer plans. The net pension cost of the multiemployermulti-employer plans is equal to the annual contribution determined in accordance with the provisions of negotiated labor contracts. Assets contributed to such plans are not segregated or otherwise restricted to provide benefits only to our employees. The future cost of these plans is dependent on a number of factors including the funded status of the plans and the ability of the other participating companies to meet ongoing funding obligations.
 
We have not made any material changes in the accounting methodology used to establish our pension obligations and net periodic benefit cost during the past three fiscal years.

We do not believe there is a reasonable likelihood there will be a material change in the estimates or assumptions used to calculate our pension obligations and net periodic benefit cost. However, if actual results are not consistent with our estimates or assumptions, they are accumulated and amortized over future periods and, therefore generally affect the net periodic benefit cost in future periods.

A 1% increase in the discount rate at September 27, 2014,30, 2017, would result in ana decrease in the projected benefit obligation and net periodic benefit cost of approximately $246$187 million and $2$19 million, respectively. A 1% decrease in the discount rate at September 27, 2014,30, 2017, would result in an increase in the projected benefit obligation and decrease in net periodic benefit cost of approximately $283$229 million and $1$14 million, respectively.

A 1% change in the return on plan assets at September 27, 2014,30, 2017, would impact the net periodic benefit cost by approximately $16$15 million.

The sensitivities reflect the impact of changing one assumption at a time and are specific to based conditions atwith the end of 2014.remaining assumptions held constant. Economic factors and conditions often effectaffect multiple assumptionassumptions simultaneously and that the effect of changes in assumptions are not necessarily linear.


39




Description Judgments and Uncertainties 
Effect if Actual Results Differ From
Assumptions
Income taxes    
We estimate total income tax expense based on statutory tax rates and tax planning opportunities available to us in various jurisdictions in which we earn income.

Federal income tax includes an estimate for taxes on earnings of foreign subsidiaries expected to be taxable upon remittance to the United States, except for earnings considered to be indefinitely invested in the foreign subsidiary.

Deferred income taxes are recognized for the future tax effects of temporary differences between financial and income tax reporting using tax rates in effect for the years in which the differences are expected to reverse.

Valuation allowances are recorded when it is likely a tax benefit will not be realized for a deferred tax asset.

We record unrecognized tax benefit liabilities for known or anticipated tax issues based on our analysis of whether, and the extent to which, additional taxes will be due.

 
Changes in tax laws and rates could affect recorded deferred tax assets and liabilities in the future.

Changes in projected future earnings could affect the recorded valuation allowances in the future.

Our calculations related to income taxes contain uncertainties due to judgment used to calculate tax liabilities in the application of complex tax regulations across the tax jurisdictions where we operate.

Our analysis of unrecognized tax benefits contains uncertainties based on judgment used to apply the more likely than not recognition and measurement thresholds.

 
We do not believe there is a reasonable likelihood there will be a material change in the tax related balances or valuation allowances. However, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the current estimate of the tax liabilities.

To the extent we prevail in matters for which unrecognized tax benefit liabilities have been established, or are required to pay amounts in excess of our recorded unrecognized tax benefit liabilities, our effective tax rate in a given financial statement period could be materially affected. An unfavorable tax settlement would require use of our cash and generally result in an increase in our effective tax rate in the period of resolution. A favorable tax settlement would generally be recognized as a reduction in our effective tax rate in the period of resolution.

Impairment of long-lived assets and definite life intangibles  
Long-lived assets and definite life intangibles are evaluated for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. Examples include a significant adverse change in the extent or manner in which we use a long-livedthe asset, or a change in its physical condition.condition, or an unexpected change in financial performance.
 
When evaluating long-lived assets and definite life intangibles for impairment, we compare the carrying value of the asset to the asset’s estimated undiscounted future cash flows. An impairment is indicated if the estimated future cash flows are less than the carrying value of the asset. For long-lived assets held for sale, we compare the carrying value of the disposal group to fair value. The impairment is the excess of the carrying value over the fair value of the long-lived asset.
 
We recorded impairment charges related to long-lived assets and definite life intangibles of $107$214 million, $74$45 million and $29$262 million, in fiscal 2014, 20132017, 2016 and 2012,2015, respectively.
 
Our impairment analysis contains uncertainties due to judgment in assumptions, including useful lives and estimates surrounding undiscountedintended use of assets, observable market valuations, forecasted sales, operating margins, growth rates, royalty rates and discount rates based on budgets, business plans, economic projections, anticipated future cash flows of the long-lived asset, including forecasting useful lives of assets and selecting the discount ratemarketplace data that reflects the risk inherent in future cash flows to determine fair value.


 
We have not made any material changes in the accounting methodology used to evaluate the impairment of long-lived assets or definite life intangibles during the last three fiscal years.
 
We do not believe there is a reasonable likelihood there will be a material change in the estimates or assumptions used to calculate impairments or useful lives of long-lived assets.assets or definite life intangibles. However, if actual results are not consistent with our estimates and assumptions used to calculate estimated future cash flows, we may be exposed to impairment losses that could be material.

We periodically conduct projects to strategically evaluate optimization of such items as network capacity, manufacturing efficiencies and business technology. Additionally, we continue to evaluate our domestic and international operations and strategies. If we have a significant change in strategies, outlook, or a manner in which we plan to use these assets, we may expose usbe exposed to future impairment losses.impairments.



  

40




Impairment of goodwill and other indefinite life intangible assets
Description: Goodwill is evaluated for impairment by first performing a qualitative assessment to determine whether a quantitative goodwill test is necessary. If it is determined, based on qualitative factors, the fair value of the reporting unit may be more likely than not less than its carrying amount or if significant changes to macro-economic factors related to the reporting unit have occurred that could materially impact fair value, a quantitative goodwill impairment test would be required. The quantitative test compares the fair value of a reporting unit with its carrying amount. We can elect to forgo the qualitative assessment and perform the quantitative test.
In January 2017, the FASB issued updated guidance simplifying the accounting for goodwill impairment. The quantitativeguidance removes Step 2 of the goodwill impairment test, is performed usingwhich required a two-step process. The first step is to identify if a potentialhypothetical purchase price allocation. A goodwill impairment existswill now be the amount by comparing the fair value ofwhich a reporting unit with itsunit's carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered to have a potential impairment and the second step of the quantitative impairment test is not necessary. However, if the carrying amount of a reporting unit exceeds its fair value, the second step is performednot to determine if goodwill is impaired and to measure the amount of impairment loss to recognize, if any.
The second step compares the implied fair value of goodwill withexceed the carrying amount of goodwill. If the implied fair value of goodwill exceeds the carrying amount, then goodwill is not considered impaired. However, if the carrying amount of goodwill exceeds the implied fair value, an impairment loss is recognized in an amount equal to that excess.
The implied fair value of goodwill is determinedWe early adopted this guidance in the same manner asthird quarter of fiscal 2017; however, the amountadoption did not have an impact to our fiscal 2017 goodwill impairment assessment. For further description of goodwill recognizedthis new guidance, refer to Part II, Item 8, Notes to Consolidated Financial Statements, Note 2: Changes in a business combination (i.e., the fair value of the reporting unit is allocated to all the assets and liabilities, including any unrecognized intangible assets, as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was determined as the exit price a market participant would pay for the same business).Accounting Principles.
For other indefinite life intangible assets, a qualitative assessment can also be performed to determine whether the existence of events and circumstances indicates it is more likely than not an intangible asset is impaired. Similar to goodwill, we can also elect to forgo the qualitative test for indefinite life intangible assets and perform the quantitative test. Upon performing the quantitative test, if the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. We elected to forgo the qualitative assessmentsassessment on our indefinite life intangible assets for the fiscal 20142017 impairment test.
We have elected to make the first day of the fourth quarter the annual impairment assessment date for goodwill and other indefinite life intangible assets. However, we could be required to evaluate the recoverability of goodwill and other indefinite life intangible assets prior to the required annual assessment if, among other things, we experience disruptions to the business, unexpected significant declines in operating results, divestiture of a significant component of the business or a sustained decline in market capitalization.
Judgments and Uncertainties: We estimate the fair value of our reporting units using a combination of various valuation techniques, with theincluding an income approach (discounted cash flow analysis) and market approaches (EBITDA multiples of comparable publicly-traded companies and precedent transactions). Our primary technique being ais discounted cash flow analysis, which usesanalysis. These approaches use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy. A discounted cash flow analysishierarchy and requires us to make various judgmental assumptions about sales, operating margins, growth rates and discount rates.
We include assumptions about sales, operating margins and growth rates which consider our budgets, business plans and economic projections, and are believed to reflect market participant views which would exist in an exit transaction. Assumptions are also made for varying perpetual growth rates for periods beyond the long-term business plan period. Generally, we utilize normalized operating margin assumptions based on future expectations and operating margins historically realized in the reporting units' industries.
OtherOur Prepared Foods reporting unit, which is our Prepared Foods operating segment, had goodwill at September 30, 2017, totaling $3,678 million. We generally assumed operating margins in future years would be in our normalized range of 10% to 12%, as we believe this is consistent with market participant views in an exit transaction. Had we assumed future operating margins consistent with those realized in the current fiscal year, we would have failed the quantitative step of the annual impairment test, which may have resulted in a material goodwill impairment loss. The current year Prepared Foods reporting unit results were not indicative of future market participant expectations in an exit transaction primarily due to unusual items in fiscal 2017 including $213 million of charges related to an acquisition, impairment of our San Diego operation, impairment associated with the expected sale of a non-protein business, and restructuring and related charges. Additionally, we are in the process of divesting three non-protein businesses and integrating AdvancePierre’s prepared operations into the Prepared Foods reporting unit, as well as executing our Financial Fitness Program which should collectively improve operating results in future periods. To pass the first step of the annual impairment test in fiscal 2017, the Prepared Foods reporting unit’s projected operating margins, utilizing the discounted cash flow valuation technique, had to average 6.6% (breakeven). We exceeded the breakeven operating margin level for the first nine months of fiscal 2017, as well as each of the previous two fiscal years, and expect to well exceed it in fiscal 2018 and in future years.
The fair value of our indefinite life intangible assetassets is calculated principally using relief-from-royalty and multi-period excess earnings valuation approaches, which uses significant unobservable inputs, or Level 3 inputs, as defined by the fair values have been calculated for trademarks using a royalty rate method. Assumptionsvalue hierarchy, and is believed to reflect market participant views which would exist in an exit transaction. Under these valuation approaches, we are required to make estimates and assumptions about sales, operating margins, growth rates, royalty rates areand discount rates based on the rates at which similar brandsbudgets, business plans, economic projections, anticipated future cash flows and trademarks are licensed in the marketplace.marketplace data.
Our impairment analysis contains uncertainties due to uncontrollable events that could positively or negatively impact the anticipated future economic and operating conditions.
Effect if Actual Results Differ From Assumptions: We have not made any material changes in the accounting methodology used to evaluate impairment of goodwill and other intangible assets during the last three years other than the adoption of the new guidance allowing the option to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative impairment test.years.
The discount rate used in our annual goodwill impairment test decreased to an average of 7.9% in fiscal 2014 from 8.4% in fiscal 2013. There were no significant changes in the other key estimates and assumptions.

During fiscal 2014, 20132017, 2016 and 2012,2015, all of our material reporting units that underwent a quantitative test passed the first step of the goodwill impairment analysis and therefore, the second step was not necessary.analysis. In fiscal 2015, we recorded a $23 million full impairment of an immaterial reporting unit’s goodwill.
Some of the inherent estimates and assumptions used in determining fair value of the reporting units and indefinite life intangible assets are outside the control of management, including interest rates, cost of capital, tax rates, market EBITDA comparables and our credit ratings. While we believe we have made reasonable estimates and assumptions to calculate the fair value of the reporting units and other indefinite life intangible assets,intangibles, it is possible a material change could occur. If our actual results are not consistent with our estimates and assumptions used to calculate fair value, we may be required to perform the second step, whichit could result in additional material impairments of our goodwill.

41



All of our material reporting units' estimated fair value exceeded their carrying value by more than 20% at the date of their most recent estimated fair value determination. Consequently, we do not currently consider any of our material reporting units at significant risk of failing the first step of theimpairment.
The discount rate used in our annual goodwill impairment test. At September 27, 2014, $4.8 billiontest increased to 6.7% in fiscal 2017 from 6.2% in fiscal 2016. Discount rates continue to be low compared to historical levels. A 54% increase in the discount rate would have caused the carrying value of our Prepared Foods reporting unit, with $3,678 million of goodwill associated with our acquisition of Hillshire Brands has not yet been allocatedat September 30, 2017, to our reporting units. The allocation of this goodwill to our reporting units is pending finalization of the expected synergies and the impact of the synergies to our reporting units.exceed its discounted cash flows' fair value.
Our fiscal 2014 other2017, 2016, and 2015 indefinite life intangible assetassets impairment analysis did not result in an impairment charge. A hypothetical 20% decrease in the fair value of non-Hillshire Brands intangible assets would not result in a material impairment. We recorded $4.1 billion ofAll indefinite life intangibles (brands and trademarks) associated with our acquisition of Hillshire Brands. Any significant decline in theintangible assets’ estimated fair value exceeded their carrying value by more than 20% at the date of the Hillshire Brandstheir most recent estimated fair value determination. Consequently, we do not currently consider any of our material indefinite life intangibles could resultintangible assets at significant risk of impairment.
The discount rate used in our annual indefinite life intangible assets impairment test was 7.9% in fiscal 2017 and fiscal 2016. A 20% increase in the discount rate would have caused the carrying value of one intangible asset, which has a material impairment.carrying value of $533 million, to exceed fair value.   
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk relating to our operations results primarily from changes in commodity prices, interest rates and foreign exchange rates, as well as credit risk concentrations. To address certain of these risks, we enter into various derivative transactions as described below. If a derivative instrument is accounted for as a hedge, depending on the nature of the hedge, changes in the fair value of the instrument either will be offset against the change in fair value of the hedged assets, liabilities or firm commitments through earnings, or be recognized in other comprehensive income (loss) until the hedged item is recognized in earnings. The ineffective portion of an instrument’s change in fair value is recognized immediately. Additionally, we hold certain positions, primarily in grain and livestock futures that either do not meet the criteria for hedge accounting or are not designated as hedges. With the exception of normal purchases and normal sales that are expected to result in physical delivery, we record these positions at fair value, and the unrealized gains and losses are reported in earnings at each reporting date. Changes in market value of derivatives used in our risk management activities relating to forward sales contracts are recorded in sales. Changes in market value of derivatives used in our risk management activities surrounding inventories on hand or anticipated purchases of inventories are recorded in cost of sales.
The sensitivity analyses presented below are the measures of potential losses of fair value resulting from hypothetical changes in market prices related to commodities. Sensitivity analyses do not consider the actions we may take to mitigate our exposure to changes, nor do they consider the effects such hypothetical adverse changes may have on overall economic activity. Actual changes in market prices may differ from hypothetical changes.
Commodities Risk: We purchase certain commodities, such as grains and livestock in the course of normal operations. As part of our commodity risk management activities, we use derivative financial instruments, primarily futures and options, to reduce the effect of changing prices and as a mechanism to procure the underlying commodity. However, as the commodities underlying our derivative financial instruments can experience significant price fluctuations, any requirement to mark-to-market the positions that have not been designated or do not qualify as hedges could result in volatility in our results of operations. Contract terms of a hedge instrument closely mirror those of the hedged item providing a high degree of risk reduction and correlation. Contracts designated and highly effective at meeting this risk reduction and correlation criteria are recorded using hedge accounting. The following table presents a sensitivity analysis resulting from a hypothetical change of 10% in market prices as of September 27, 201430, 2017, and September 28, 2013October 1, 2016, on the fair value of open positions. The fair value of such positions is a summation of the fair values calculated for each commodity by valuing each net position at quoted futures prices. The market risk exposure analysis includesincluded hedge and non-hedge derivative financial instruments.


Effect of 10% change in fair valuein millions 
 2014
 2013
Livestock:   
Cattle$42
 $13
Hogs32
 35
Grain10
 23
Effect of 10% change in fair valuein millions 
 2017
 2016
Livestock:   
Live Cattle$23
 $5
Lean Hogs16
 7
Grain:   
Corn17
 26
Soy Meal13
 8
Interest Rate Risk: At September 27, 201430, 2017, we had variable rate debt of $2.1 billion$2,756 million with a weighted average interest rate of 1.6%1.9%. A hypothetical 10% increase in interest rates effective at September 27, 201430, 2017, and September 28, 2013October 1, 2016, would have a minimal effect on interest expense.
Additionally, changes in interest rates impact the fair value of our fixed-rate debt. At September 27, 201430, 2017, we had fixed-rate debt of $6.1 billion$7,447 million with a weighted average interest rate of 4.3%4.1%. Market risk for fixed-rate debt is estimated as the potential increase in fair value, resulting from a hypothetical 10% decrease in interest rates. A hypothetical 10% decrease in interest rates would have increased the fair value of our fixed-rate debt by approximately $109$150 million at September 27, 2014,30, 2017, and $22$71 million at September 28, 2013.October 1, 2016. The fair values of our debt were estimated based on quoted market prices and/or published interest rates.

42



We have interest rate risk associated with our pension and post-retirement benefit obligations. Changes in interest rates impact the liabilities associated with these benefit plans as well as the amount of income or expense recognized for these plans. Declines in the value of the plan assets could diminish the funded status of the pension plans and potentially increase the requirements to make cash contributions to these plans. See Part II, Item 8, Notes to Consolidated Financial Statements, Note 15: Pensions and Other Postretirement Benefits for additional information.
Foreign Currency Risk: We have foreign exchange exposure from fluctuations in foreign currency exchange rates primarily as a result of certain receivable and payable balances. The primary currencies we have exposure to are the Brazilian real, the British pound sterling, the Canadian dollar, the Chinese renminbi, the European euro, the Indian rupeeJapanese yen and the Mexican peso. We periodically enter into foreign exchange forward and option contracts to hedge some portion of our foreign currency exposure. A hypothetical 10% change in foreign exchange rates effective at September 27, 201430, 2017, and September 28, 2013October 1, 2016, related to the foreign exchange forward and option contracts would have a $9$7 million and $11$3 million impact, respectively, on pretax income.
Concentrations of Credit Risk: Our financial instruments exposed to concentrations of credit risk consist primarily of cash equivalents and trade receivables. Our cash equivalents are in high quality securities placed with major banks and financial institutions. Concentrations of credit risk with respect to receivables are limited due to our large number of customers and their dispersion across geographic areas. We perform periodic credit evaluations of our customers’ financial condition and generally do not require collateral. At September 27, 2014,30, 2017, and September 28, 2013, October 1, 2016, 18.6% and 17.5%18.9%, respectively, of our net accounts receivable balance was due from Wal-Mart Stores, Inc. No other single customer or customer group represented greater than 10% of net accounts receivable.

43




ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
TYSON FOODS, INC.
CONSOLIDATED STATEMENTS OF INCOME

Three years ended September 27, 2014 Three years ended September 30, 2017 
in millions, except per share data in millions, except per share data 
2014
 2013
 2012
2017
 2016
 2015
Sales$37,580
 $34,374
 $33,055
$38,260
 $36,881
 $41,373
Cost of Sales34,895
 32,016
 30,865
33,177
 32,184
 37,456
Gross Profit2,685
 2,358
 2,190
5,083
 4,697
 3,917
Selling, General and Administrative1,255
 983
 904
2,152
 1,864
 1,748
Operating Income1,430
 1,375
 1,286
2,931
 2,833
 2,169
Other (Income) Expense:          
Interest income(7) (7) (12)(7) (6) (9)
Interest expense132
 145
 356
279
 249
 293
Other, net53
 (20) (23)31
 (8) (36)
Total Other (Income) Expense178
 118
 321
303
 235
 248
Income from Continuing Operations before Income Taxes1,252
 1,257
 965
Income before Income Taxes2,628
 2,598
 1,921
Income Tax Expense396
 409
 351
850
 826
 697
Income from Continuing Operations856
 848
 614
Loss from Discontinued Operation, Net of Tax
 (70) (38)
Net Income856
 778
 576
1,778
 1,772
 1,224
Less: Net Loss Attributable to Noncontrolling Interests(8) 
 (7)
Net Income Attributable to Tyson$864
 $778
 $583
Amounts Attributable to Tyson:     
Net Income from Continuing Operations864
 848
 621
Net Loss from Discontinued Operation
 (70) (38)
Less: Net Income Attributable to Noncontrolling Interests4
 4
 4
Net Income Attributable to Tyson$864
 $778
 $583
$1,774
 $1,768
 $1,220
Weighted Average Shares Outstanding:          
Class A Basic284
 282
 293
Class B Basic70
 70
 70
Diluted364
 367
 370
Net Income Per Share from Continuing Operations Attributable to Tyson:     
Class A Basic$2.48
 $2.46
 $1.75
Class B Basic$2.26
 $2.22
 $1.57
Diluted$2.37
 $2.31
 $1.68
Net Loss Per Share from Discontinued Operation Attributable to Tyson:     
Class A Basic$
 $(0.20) $(0.11)296
 315
 335
Class B Basic$
 $(0.18) $(0.09)70
 70
 70
Diluted$
 $(0.19) $(0.10)370
 390
 413
Net Income Per Share Attributable to Tyson:          
Class A Basic$2.48
 $2.26
 $1.64
$4.94
 $4.67
 $3.06
Class B Basic$2.26
 $2.04
 $1.48
$4.45
 $4.24
 $2.79
Diluted$2.37
 $2.12
 $1.58
$4.79
 $4.53
 $2.95
Dividends Declared Per Share:          
Class A$0.325
 $0.310
 $0.160
$0.975
 $0.650
 $0.425
Class B$0.294
 $0.279
 $0.144
$0.878
 $0.585
 $0.383
See accompanying notes.

44




TYSON FOODS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three years ended September 27, 2014 Three years ended September 30, 2017 
in millions in millions 
2014
 2013
 2012
2017
 2016
 2015
Net Income$856
 $778
 $576
$1,778
 $1,772
 $1,224
Other Comprehensive Income (Loss), Net of Taxes:          
Derivatives accounted for as cash flow hedges1
 (14) 17

 (1) 2
Investments4
 (3) 
(1) 
 (1)
Currency translation(30) (37) 3
6
 4
 36
Postretirement benefits(14) 9
 (4)56
 42
 20
Total Other Comprehensive Income (Loss), Net of Taxes(39) (45) 16
61
 45
 57
Comprehensive Income817
 733
 592
1,839
 1,817
 1,281
Less: Comprehensive Income (Loss) Attributable to Noncontrolling Interests(8) 
 (7)
Less: Comprehensive Income Attributable to Noncontrolling Interests4
 4
 4
Comprehensive Income Attributable to Tyson$825
 $733
 $599
$1,835
 $1,813
 $1,277
See accompanying notes.


45




TYSON FOODS, INC.
CONSOLIDATED BALANCE SHEETS

September 27, 2014, and September 28, 2013 
September 30, 2017, and October 1, 2016September 30, 2017, and October 1, 2016 
in millions, except share and per share datain millions, except share and per share data in millions, except share and per share data 
2014
 2013
2017
 2016
Assets      
Current Assets:      
Cash and cash equivalents$438
 $1,145
$318
 $349
Accounts receivable, net1,684
 1,497
1,675
 1,542
Inventories3,274
 2,817
3,239
 2,732
Other current assets379
 145
219
 265
Assets held for sale446
 
807
 
Total Current Assets6,221
 5,604
6,258
 4,888
Net Property, Plant and Equipment5,130
 4,053
5,568
 5,170
Goodwill6,706
 1,902
9,324
 6,669
Intangible Assets5,276
 138
Intangible Assets, net6,243
 5,084
Other Assets623
 480
673
 562
Total Assets$23,956
 $12,177
$28,066
 $22,373
Liabilities and Shareholders’ Equity      
Current Liabilities:      
Current debt$643
 $513
$906
 $79
Accounts payable1,806
 1,359
1,698
 1,511
Other current liabilities1,207
 1,138
1,424
 1,172
Liabilities held for sale141
 
4
 
Total Current Liabilities3,797
 3,010
4,032
 2,762
Long-Term Debt7,535
 1,895
9,297
 6,200
Deferred Income Taxes2,450
 479
2,979
 2,545
Other Liabilities1,270
 560
1,199
 1,242
Commitments and Contingencies (Note 20)

 


 
Shareholders’ Equity:      
Common stock ($0.10 par value):      
Class A-authorized 900 million shares, issued 346 million shares in 2014 and 322 million shares in 201335
 32
Class A-authorized 900 million shares, issued 378 million shares in 2017 and 364 million shares in 201638
 36
Convertible Class B-authorized 900 million shares, issued 70 million shares7
 7
7
 7
Capital in excess of par value4,257
 2,292
4,378
 4,355
Retained earnings5,748
 4,999
9,776
 8,348
Accumulated other comprehensive loss(147) (108)
Treasury stock, at cost – 40 million shares in 2014 and 48 million shares in 2013(1,010) (1,021)
Accumulated other comprehensive gain (loss)16
 (45)
Treasury stock, at cost – 80 million shares in 2017 and 73 million shares in 2016(3,674) (3,093)
Total Tyson Shareholders’ Equity8,890
 6,201
10,541
 9,608
Noncontrolling Interests14
 32
18
 16
Total Shareholders’ Equity8,904
 6,233
10,559
 9,624
Total Liabilities and Shareholders’ Equity$23,956
 $12,177
$28,066
 $22,373

See accompanying notes.

46




TYSON FOODS, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
    Three years ended September 27, 2014     Three years ended September 30, 2017 
      in millions       in millions 
2014 2013 20122017 2016 2015
Shares
 Amount
 Shares
 Amount
 Shares
 Amount
Shares
 Amount
 Shares
 Amount
 Shares
 Amount
Class A Common Stock:                      
Balance at beginning of year322
 $32
 322
 $32
 322
 $32
364
 $36
 346
 $35
 346
 $35
Issuance of Class A common stock24
 3
 
 
 
 
14
 2
 18
 1
 
 
Balance at end of year346
 35
 322
 32
 322
 32
378
 38
 364
 36
 346
 35
                      
Class B Common Stock:                      
Balance at beginning and end of year70
 7
 70
 7
 70
 7
70
 7
 70
 7
 70
 7
                      
Capital in Excess of Par Value:                      
Balance at beginning of year  2,292
   2,278
   2,261
  4,355
   4,307
   4,257
Issuance of Class A common stock  870
   
   
Issuance of tangible equity units  1,255
   
   
Convertible debt settlement  (248)   
   
Convertible note hedge settlement  341
   
   
Warrant settlement  (289)   
   
Stock-based compensation  36
   14
   17
  23
   48
   50
Balance at end of year  4,257
   2,292
   2,278
  4,378
   4,355
   4,307
                      
Retained Earnings:                      
Balance at beginning of year  4,999
   4,327
   3,801
  8,348
   6,813
   5,748
Net income attributable to Tyson  864
   778
   583
  1,774
   1,768
   1,220
Dividends  (115)   (106)   (57)  (346)   (233)   (155)
Balance at end of year  5,748
   4,999
   4,327
  9,776
   8,348
   6,813
                      
Accumulated Other Comprehensive Income (Loss), Net of Tax:                      
Balance at beginning of year  (108)   (63)   (79)  (45)   (90)   (147)
Other Comprehensive Income (Loss)  (39)   (45)   16
  61
   45
   57
Balance at end of year  (147)   (108)   (63)  16
   (45)   (90)
                      
Treasury Stock:                      
Balance at beginning of year48
 (1,021) 33
 (569) 22
 (365)73
 (3,093) 47
 (1,381) 40
 (1,010)
Purchase of Class A common stock8
 (295) 24
 (614) 14
 (264)14
 (860) 32
 (1,944) 12
 (495)
Convertible debt settlement(12) 248
 
 
 
 
Convertible note hedge settlement12
 (341) 
 
 
 
Warrant settlement(12) 289
 
 
 
 
Stock-based compensation(4) 110
 (9) 162
 (3) 60
(7) 279
 (6) 232
 (5) 124
Balance at end of year40
 (1,010) 48
 (1,021) 33
 (569)80
 (3,674) 73
 (3,093) 47
 (1,381)
                      
Total Shareholders’ Equity Attributable to Tyson  $8,890
   $6,201
   $6,012
  $10,541
   $9,608
   $9,691
                      
Equity Attributable to Noncontrolling Interests:                      
Balance at beginning of year  $32
   $30
   $28
  $16
   $15
   $14
Net loss attributable to noncontrolling interests  (8)   
   (7)
Net income attributable to noncontrolling interests  4
   4
   4
Contributions by noncontrolling interest  
   3
   9
  
   
   
Distributions to noncontrolling interest  (11)   
   
  (2)   (3)   (1)
Net foreign currency translation adjustment and other  1
   (1)   
  
   
   (2)
Total Equity Attributable to Noncontrolling Interests  $14
   $32
   $30
  $18
   $16
   $15
                      
Total Shareholders’ Equity  $8,904
   $6,233
   $6,042
  $10,559
   $9,624
   $9,706
See accompanying notes.

47




TYSON FOODS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
Three years ended September 27, 2014 Three years ended September 30, 2017 
in millions in millions 
2014
 2013
 2012
2017
 2016
 2015
Cash Flows From Operating Activities:          
Net income$856
 $778
 $576
$1,778
 $1,772
 $1,224
Adjustments to reconcile net income to cash provided by operating activities:          
Depreciation494
 474
 443
642
 617
 609
Amortization36
 45
 56
119
 88
 102
Deferred income taxes(105) (12) 140
(39) 84
 38
Convertible debt discount(92) 
 
Loss on early extinguishment of debt
 
 167
Loss on dispositions of businesses
 
 (177)
Impairment of assets107
 74
 34
214
 45
 285
Share-based compensation expense92
 81
 69
Other, net31
 26
 18
(57) (34) 71
Increase in accounts receivable(93) (126) (69)
(Increase) decrease in accounts receivable(55) 73
 66
(Increase) decrease in inventories(148) 15
 (259)(246) 148
 220
Increase (decrease) in accounts payable202
 (12) 106
61
 (130) (162)
Increase (decrease) in income taxes payable/receivable(133) 80
 8
55
 (19) 177
Increase (decrease) in interest payable5
 (1) 5
16
 (1) (23)
Net changes in other working capital18
 (27) (38)
Net changes in other operating assets and liabilities19
 (8) 71
Cash Provided by Operating Activities1,178
 1,314
 1,187
2,599
 2,716
 2,570
Cash Flows From Investing Activities:          
Additions to property, plant and equipment(632) (558) (690)(1,069) (695) (854)
Purchases of marketable securities(18) (135) (58)(79) (46) (38)
Proceeds from sale of marketable securities33
 117
 47
61
 37
 52
Acquisitions, net of cash acquired(8,193) (106) 
(3,081) 
 
Proceeds from sale of businesses
 
 539
Other, net10
 39
 41
4
 20
 31
Cash Used for Investing Activities(8,800) (643) (660)(4,164) (684) (270)
Cash Flows From Financing Activities:          
Payments on debt(639) (91) (993)(3,159) (714) (1,995)
Proceeds from issuance of long-term debt5,576
 68
 1,116
5,444
 1
 501
Proceeds from issuance of debt component of tangible equity units205
 
 
Proceeds from issuance of common stock, net of issuance costs873
 
 
Net proceeds from issuance of equity component of tangible equity units1,255
 
 
Borrowings on revolving credit facility1,810
 1,065
 1,345
Payments on revolving credit facility(2,110) (765) (1,345)
Proceeds from issuance of commercial paper8,138
 
 
Repayments of commercial paper(7,360) 
 
Payment of AdvancePierre TRA liability(223) 
 
Purchases of Tyson Class A common stock(295) (614) (264)(860) (1,944) (495)
Dividends(104) (104) (57)(319) (216) (147)
Stock options exercised67
 123
 34
154
 128
 84
Other, net(23) 18
 (7)15
 68
 17
Cash Provided by (Used for) Financing Activities6,915
 (600) (171)1,530
 (2,377) (2,035)
Effect of Exchange Rate Change on Cash
 3
 (1)4
 6
 (15)
Increase (Decrease) in Cash and Cash Equivalents(707) 74
 355
Decrease in Cash and Cash Equivalents(31) (339) 250
Cash and Cash Equivalents at Beginning of Year1,145
 1,071
 716
349
 688
 438
Cash and Cash Equivalents at End of Year$438
 $1,145
 $1,071
$318
 $349
 $688
See accompanying notes.

48




NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TYSON FOODS, INC.
NOTE 1: BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business: Tyson Foods, Inc. (collectively, “Company,” “we,” “us” or “our”), founded in 1935 with world headquarters in Springdale, Arkansas, is one of the world's largest producersfood companies and a recognized leader in protein. Founded in 1935 by John W. Tyson and grown under three generations of chicken, beef, porkfamily leadership, the Company has a broad portfolio of products and prepared foods that include leading brands such aslike Tyson®, Jimmy Dean®, Hillshire Farm®, Sara Lee® frozen bakery, Ball Park®, Wright®, Aidells®, ibp® and State Fair®. We innovate continually to make protein more sustainable, tailor food for everywhere it’s available and raise the world’s expectations for how much good food can do.
Consolidation: The consolidated financial statements include the accounts of all wholly-owned subsidiaries, as well as majority-owned subsidiaries over which we exercise control and, when applicable, entities for which we have a controlling financial interest or variable interest entities for which we are the primary beneficiary. All significant intercompany accounts and transactions have been eliminated in consolidation.
Fiscal Year: We utilize a 52- or 53-week accounting period ending on the Saturday closest to September 30. The Company’s accounting cycle resulted in a 52-week year for fiscal 2014, 20132017 and 2012.fiscal 2016 and a 53-week year for fiscal 2015.
Cash and Cash Equivalents: Cash equivalents consist of investments in short-term, highly liquid securities having original maturities of three months or less, which are made as part of our cash management activity. The carrying values of these assets approximate their fair values. We primarily utilize a cash management system with a series of separate accounts consisting of lockbox accounts for receiving cash, concentration accounts where funds are moved to, and several zero-balance disbursement accounts for funding payroll, accounts payable, livestock procurement, grower payments, etc. As a result of our cash management system, checks issued, but not presented to the banks for payment, may result in negative book cash balances. These negative book cash balances are included in accounts payable and other current liabilities. At September 27, 201430, 2017, and September 28, 2013October 1, 2016, checks outstanding in excess of related book cash balances totaled approximately $298$237 million and $246$261 million,, respectively.
Accounts Receivable: We record accounts receivable at net realizable value. This value includes an appropriate allowance for estimated uncollectible accounts to reflect any loss anticipated on the accounts receivable balances and charged to the provision for doubtful accounts. We calculate this allowance based on our history of write-offs, level of past due accounts and relationships with and economic status of our customers. At September 27, 201430, 2017, and September 28, 2013October 1, 2016, our allowance for uncollectible accounts was $34$34 million and $46$33 million,, respectively. We generally do not have collateral for our receivables, but we do periodically evaluate the credit worthiness of our customers.
Inventories: Processed products, livestock and supplies and other are valued at the lower of cost or market. Cost includes purchased raw materials, live purchase costs, growout costs (primarily feed, grower pay and catch and haul costs), labor and manufacturing and production overhead, which are related to the purchase and production of inventories.
In fiscal 2014, 66%2017, 63% of the cost of inventories was determined by the first-in, first-out ("FIFO") method as compared to 58%61% in 2013.fiscal 2016. The remaining cost of inventories for both years is determined by the weighted-average method.
The following table reflects the major components of inventory at September 27, 201430, 2017, and September 28, 2013October 1, 2016:
  in millions
  in millions
2014
 2013
2017
 2016
Processed products$1,794
 $1,423
$1,947
 $1,530
Livestock1,066
 1,002
874
 772
Supplies and other414
 392
418
 430
Total inventory$3,274
 $2,817
$3,239
 $2,732
Property, Plant and Equipment: Property, plant and equipment are stated at cost and generally depreciated on a straight-line method over the estimated lives for buildings and leasehold improvements of 10 to 33 years, machinery and equipment of three to 12 years and land improvements and other of three to 20 years. Major repairs and maintenance costs that significantly extend the useful life of the related assets are capitalized. Normal repairs and maintenance costs are charged to operations.
We review the carrying value of long-lived assets at each balance sheet date if indication of impairment exists. Recoverability is assessed using undiscounted cash flows based on historical results and current projections of earnings before interest, taxes, depreciation and taxes.amortization. We measure impairment as the excess of carrying costvalue over the fair value of an asset. The fair value of an asset is generally measured using discounted cash flows including market participant assumptions of future operating results and discount rates.

49




Goodwill and Other Intangible Assets: Definite life intangibles are initially recorded at fair value and amortized over the estimated period of benefit. Brands and trademarks are generally amortized using the straight-line method over 20 years or less. Customer relationships are generally amortized over seven to 20 years based on the pattern of revenue expected to be generated from the use of the asset. Amortization expense is generally recognized in selling, general, and administrative expense. We review the carrying value of definite life intangibles at each balance sheet date if indication of impairment exists. Recoverability is assessed using undiscounted cash flows based on historical results and current projections of earnings before interest, taxes, depreciation and amortization. We measure impairment as the excess of carrying value over the fair value of the definite life intangible asset. We use various valuation techniques to estimate fair value, with the primary techniques being discounted cash flows, relief-from-royalty and multi-period excess earnings valuation approaches, which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy. Under these valuation approaches, we are required to make estimates and assumptions about sales, operating margins, growth rates, royalty rates and discount rates based on budgets, business plans, economic projections, anticipated future cash flows and marketplace data.
Goodwill and indefinite life intangible assets are initially recorded at fair value and not amortized, but are reviewed for impairment at least annually or more frequently if impairment indicators arise. Our goodwill is allocated by reporting unit and is evaluated for impairment by first performing a qualitative assessment to determine whether a quantitative goodwill test is necessary. If it is determined, based on qualitative factors, the fair value of the reporting unit may be more likely than not less than carrying amount, or if significant changes to macro-economic factors related to the reporting unit have occurred that could materially impact fair value, a quantitative goodwill impairment test would be required. Additionally, we can elect to forgo the qualitative assessment and perform the quantitative test.
In January 2017, the Financial Accounting Standards Board (“FASB”) issued updated guidance simplifying the accounting for goodwill impairment. The first stepguidance removes Step 2 of the quantitativegoodwill impairment test, is to identify ifwhich required a potentialhypothetical purchase price allocation. A goodwill impairment existswill now be the amount by comparing the fair value ofwhich a reporting unit with itsunit's carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered to have a potential impairment and the second step of the quantitative impairment test is not necessary. However, if the carrying amount of a reporting unit exceeds its fair value, the second step is performednot to determine if goodwill is impaired and to measure the amount of impairment loss to recognize, if any. The second step compares the implied fair value of goodwill withexceed the carrying amount of goodwill. If the implied fair value of goodwill exceeds the carrying amount, then goodwill is not considered impaired. However, if the carrying amount of goodwill exceeds the implied fair value, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determinedWe early adopted this guidance in the same manner asthird quarter of fiscal 2017; however, the amount ofadoption did not have an impact to our fiscal 2017 goodwill recognized in a business combination (i.e., the fair value of the reporting unit is allocated to all the assets and liabilities, including any unrecognized intangible assets, as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was determined as the exit price a market participant would pay for the same business).impairment assessment. We have elected to make the first day of the fourth quarter the annual impairment assessment date for goodwill and other indefinite life intangible assets.
We estimate the fair value of our reporting units using a combination of various valuation techniques, including an income approach (discounted cash flow analysis) and market approaches (earnings before interest, taxes, depreciation and amortization or "EBITDA" multiples of comparable publicly-traded companies and precedent transactions). Our primary technique is discounted cash flow analysis, which usesanalysis. These approaches use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy. This analysishierarchy and requires us to make various judgmental estimates and assumptions about sales, operating margins, growth rates and discount factorsrates which consider our budgets, business plans and iseconomic projections, and are believed to reflect market participant views which would exist in an exit transaction. Assumptions are also made for varying perpetual growth rates for periods beyond the long-term business plan period. Generally, we utilize normalized operating margin assumptions based on future expectations and operating margins historically realized in the reporting units' industries.
Some of the inherent estimates and assumptions used in determining fair value of the reporting units are outside the control of management, including interest rates, cost of capital, tax rates, market EBITDA comparables and credit ratings. While we believe we have made reasonable estimates and assumptions to calculate the fair value of the reporting units, it is possible a material change could occur. If our actual results are not consistent with our estimates and assumptions used to calculate fair value, we may be required to perform the second step of the quantitative test in future years, whichit could result in additional material impairments of our goodwill.
The discount rate used in our annual goodwill impairment test increased to 6.7% in fiscal 2017 from 6.2% in fiscal 2016.
During fiscal 2014, 20132017, 2016 and 2012, all2015, the fair value of each of our material reporting units that underwent the quantitative test passed the first stepunits' exceeded its carrying value. In fiscal 2015, we recorded a $23 million full impairment of the goodwill impairment analysis and therefore, the second step was not necessary.an immaterial reporting unit’s goodwill.
For our other indefinite life intangible assets, a qualitative assessment can also be performed to determine whether the existence of events and circumstances indicates it is more likely than not an intangible asset is impaired. Similar to goodwill, we can also elect to forgo the qualitative test for indefinite life intangible assets and perform the quantitative test. Upon performing the quantitative test, if the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.
The fair value of our indefinite life intangible assets is calculated principally using relief-from-royalty and multi-period excess earnings valuation approaches, which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy, and is believed to reflect market participant views which would exist in an exit transaction. Under these valuation approaches, we are required to make estimates and assumptions about sales, operating margins, growth rates, royalty rates and discount rates based on budgets, business plans, economic projections, anticipated future cash flows and marketplace data. During fiscal 2017, 2016 and 2015, the fair value of each of our indefinite life intangible assets exceeded its carrying value. The discount rate used in our indefinite life intangible test was 7.9% in fiscal 2017 and 2016.


Investments: We have investments in joint ventures and other entities. We generally use the cost method of accounting when our voting interests are less than 20 percent. We use the equity method of accounting when our voting interests are in excess of 20 percent and we do not have a controlling interest or a variable interest in which we are the primary beneficiary. Investments in joint ventures and other entities are reported in the Consolidated Balance Sheets in Other Assets.
We also have investments in marketable debt securities. We have determined all of our marketable debt securities are available-for-sale investments. These investments are reported at fair value based on quoted market prices as of the balance sheet date, with unrealized gains and losses, net of tax, recorded in other comprehensive income. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is recorded in interest income. The cost of securities sold is based on the specific identification method. Realized gains and losses on the sale of debt securities and declines in value judged to be other than temporary are recorded on a net basis in other income. Interest and dividends on securities classified as available-for-sale are recorded in interest income.
Accrued Self-Insurance: We use a combination of insurance and self-insurance mechanisms in an effort to mitigate the potential liabilities for health and welfare, workers’ compensation, auto liability and general liability risks. Liabilities associated with our risks retained are estimated, in part, by considering claims experience, demographic factors, severity factors and other actuarial assumptions.

50



Other Current Liabilities: Other current liabilities at September 27, 201430, 2017, and September 28, 2013,October 1, 2016, include:
in millions in millions 
2014
 2013
2017
 2016
Accrued salaries, wages and benefits$490
 $419
$673
 $563
Accrued marketing, advertising and promotion expense146
 212
Other717
 719
605
 397
Total other current liabilities$1,207
 $1,138
$1,424
 $1,172
Defined Benefit Plans: We recognize the funded status of defined pension and postretirement plans in the Consolidated Balance Sheets. The funded status is measured as the difference between the fair value of the plan assets and the benefit obligation. We measure our plan assets and liabilities at the end of our fiscal year. For a defined benefit pension plan, the benefit obligation is the projected benefit obligation; for any other defined benefit postretirement plan, such as a retiree health care plan, the benefit obligation is the accumulated postretirement benefit obligation. Any overfunded status is recognized as an asset and any underfunded status is recognized as a liability. Any transitional asset/liability, prior service cost or actuarial gain/loss that has not yet been recognized as a component of net periodic cost is recognized in accumulated other comprehensive income. Accumulated other comprehensive income will be adjusted as these amounts are subsequently recognized as a component of net periodic benefit costs in future periods.
Derivative Financial Instruments: We purchase certain commodities, such as grains and livestock in the course of normal operations. As part of our commodity risk management activities, we use derivative financial instruments, primarily futures and options, to reduce our exposure to various market risks related to these purchases, as well as to changes in foreign currency exchange rates. Contract terms of a financial instrument qualifying as a hedge instrument closely mirror those of the hedged item, providing a high degree of risk reduction and correlation. Contracts designated and highly effective at meeting risk reduction and correlation criteria are recorded using hedge accounting. If a derivative instrument is accounted for as a hedge, changes in the fair value of the instrument will be offset either against the change in fair value of the hedged assets, liabilities or firm commitments through earnings or recognized in other comprehensive income (loss) until the hedged item is recognized in earnings. The ineffective portion of an instrument’s change in fair value is immediately recognized in earnings as a component of cost of sales. Instruments we hold as part of our risk management activities that do not meet the criteria for hedge accounting are marked to fair value with unrealized gains or losses reported currently in earnings. Changes in market value of derivatives used in our risk management activities relating to forward sales contracts are recorded in sales, while changes surrounding inventories on hand or anticipated purchases of inventories or supplies are recorded in cost of sales. We generally do not hedge anticipated transactions beyond 18 months.
Revenue Recognition: We recognize revenue when title and risk of loss are transferred to customers, which is generally on delivery based on terms of sale. Revenue is recognized as the net amount estimated to be received after deducting estimated amounts for discounts, trade allowances and product terms.
Litigation Reserves: There are a variety of legal proceedings pending or threatened against us. Accruals are recorded when it is probable a liability has been incurred and the amount of the liability can be reasonably estimated based on current law, progress of each case, opinions and views of legal counsel and other advisers, our experience in similar matters and intended response to the litigation. These amounts, which are not discounted and are exclusive of claims against third parties, are adjusted periodically as assessment efforts progress or additional information becomes available. We expense amounts for administering or litigating claims as incurred. Accruals for legal proceedings are included in Other current liabilities in the Consolidated Balance Sheets.
Revenue Recognition: We recognize revenue when title and risk of loss are transferred to customers, which is generally on delivery based on terms of sale. Revenue is recognized as the net amount estimated to be received after deducting estimated amounts for discounts, trade allowances and product returns.


Freight Expense: Freight expense associated with products shipped to customers is recognized in cost of sales.
AdvertisingMarketing and Promotion Expenses:Costs: AdvertisingWe promote our products with marketing, advertising, trade promotions, and consumer incentives, which include, but are not limited to, coupons, discounts, rebates, and volume-based incentives. Marketing and promotion expensescosts are charged to operations in the period incurred. Customer incentive and trade promotion activities are recorded as a reduction to sales based on amounts estimated as being due to customers, based primarily on historical utilization and redemption rates, while other advertisingmarketing and promotional activities are recorded as selling, general and administrative expenses. expense.
Advertising Expenses: Advertising expense is charged to operations in the period incurred and promotion expenses foris recorded as selling, general and administrative expense. Advertising expense totaled $238 million, $238 million and $181 million in fiscal 2014, 20132017, 2016 and 2012 were $641 million, $555 million and $496 million,2015, respectively.
Research and Development: Research and development costs are expensed as incurred. Research and development costs totaled $52$113 million,, $50 $96 million and $43$75 million in fiscal 2014, 20132017, 2016 and 2012,2015, respectively.
Use of Estimates: The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States, which require us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

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Recently Issued Accounting Pronouncements:
In August 2017, the FASB issued guidance that eases certain documentation and assessment requirements of hedge effectiveness and modifies the accounting for components excluded from the assessment. Some of the modifications include the ineffectiveness of derivative gain/loss in highly effective cash flow hedge to be recorded in OCI, the change in fair value of derivative to be recorded in the same income statement line as hedged item, and additional disclosures required on the cumulative basis adjustment in fair value hedges and the effect of hedging on financial statement lines for components excluded from the assessment. The amendment also simplifies the application of hedge accounting in certain situations to permit new hedging strategies to be eligible for hedge accounting. The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2018, our fiscal 2020. Early adoption is permitted and the modified retrospective transition method should be applied. We are currently evaluating the impact this guidance will have on our consolidated financial statements.
In May 2014,2017, the Financial Accounting Standards Board (FASB)FASB issued guidance changingthat clarifies which changes to the criteria for recognizing revenue.terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The guidance also modifiesis effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2017, our fiscal 2019. Early adoption is permitted and the prospective transition method should be applied to awards modified on or after the adoption date. We are currently evaluating the impact this guidance will have on our consolidated financial statements.
In March 2017, the FASB issued guidance which shortens the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date. The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2018, our fiscal 2020. Early adoption is permitted and the modified retrospective transition method should be applied. We are currently evaluating the impact this guidance will have on our consolidated financial statements.
In March 2017, the FASB issued guidance which will change the presentation of net periodic benefit cost related disclosureto employer sponsored defined benefit plans and other postretirement benefits. Service cost will be included within the same income statement line item as other compensation costs arising from services rendered during the period, while other components of net periodic benefit pension cost will be presented separately outside of operating income. Additionally, only the service cost component will be eligible for capitalization when applicable. The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2017, our fiscal 2019. Early adoption is permitted and the retrospective transition method should be applied for the presentation of the service cost component and the other components of net periodic pension cost and net periodic postretirement benefit cost in the income statement, and the prospective transition method should be applied, on and after the effective date, for the capitalization of the service cost component of net periodic pension cost and net periodic postretirement benefit in assets. We plan to adopt this guidance beginning in the first quarter of fiscal 2019. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
In November 2016, the FASB issued guidance which requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2017, our fiscal 2019. Early adoption is permitted and the retrospective transition method should be applied. We are currently evaluating the impact this guidance will have on our consolidated financial statements.


In October 2016, the FASB issued guidance which requires companies to recognize the income tax effects of intercompany sales and transfers of assets, other than inventory, in the period in which the transfer occurs. The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2017, our fiscal 2019. Early adoption is permitted and the modified retrospective transition method should be applied. We are currently evaluating the impact this guidance will have on our consolidated financial statements.
In August 2016, the FASB issued guidance which aims to eliminate diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2017, our fiscal 2019. Early adoption is permitted and the retrospective transition method should be applied. We are currently evaluating the impact this guidance will have on our consolidated financial statements.
In June 2016, the FASB issued guidance that provides more decision-useful information about the expected credit losses on financial instruments and changes the loss impairment methodology. The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2019, our fiscal 2021. Early adoption is permitted for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2018, our fiscal 2020. The application of the guidance requires various transition methods depending on the specific amendment. We are currently evaluating the impact this guidance will have on our consolidated financial statements.
In March 2016, the FASB issued guidance which simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, clarifies guidance for multiple-element arrangementsas well as classification of related amounts within the statement of cash flows and provides guidance for transactions that were not addressed fully in previous guidance.impact on earnings per share. The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2016, our fiscal 2018. Early adoption is permitted and the application of the guidance requires various transition methods depending on the specific amendment. We adopted this guidance in the first quarter of fiscal 2018. The guidance requires all income tax effects of share-based payment awards to be recognized in the consolidated statements of income when the awards vest or are settled, which is a change from the current guidance that requires such activity to be recorded in capital in excess of par value within stockholders' equity. We adopted this guidance prospectively which may create volatility in our effective tax rate when adopted depending largely on future events and other factors which may include our stock price, timing of stock option exercises, and the value realized upon vesting or exercise of shares compared to the grant date fair value of those shares. Under the new guidance, companies can also make an accounting policy election to either estimate forfeitures each period or to account for forfeitures as they occur. We changed our accounting policy to account for forfeitures as they occur using the modified retrospective transition method and expect the impact of this change on our consolidated financial statements to be immaterial. The guidance also changes the presentation of excess tax benefits from a financing activity to an operating activity in the consolidated statements of cash flows. We applied this change prospectively and do not permitted.expect a material impact on our consolidated statements of cash flows.
In February 2016, the FASB issued guidance which created new accounting and reporting guidelines for leasing arrangements. The Companyguidance requires lessees to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses and cash flows arising from a lease will depend on classification as a finance or operating lease. The guidance also requires qualitative and quantitative disclosures regarding the amount, timing, and uncertainty of cash flows arising from leases. The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2018, our fiscal 2020. Early adoption is permitted and the modified retrospective method should be applied. While we are still evaluating the impact this guidance will have on our consolidated financial statements and related disclosures, we have completed our initial scoping reviews and have made progress in our assessment phase as we continue to identify our leasing processes that will be impacted by the new standard. We have also made progress in developing the policy elections we will make upon adoption and we are implementing software to meet the reporting requirements of this standard. We expect our financial statement disclosures will be expanded to present additional details of our leasing arrangements. At this time, we are unable to reasonably estimate the expected increase in assets and liabilities on our consolidated balance sheets or the impacts to our consolidated financial statements upon adoption.
In January 2016, the FASB issued guidance that requires most equity investments be measured at fair value, with subsequent other changes in fair value recognized in net income. The guidance also impacts financial liabilities under the fair value option and the presentation and disclosure requirements on the classification and measurement of financial instruments. The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2017, our fiscal 2019. It should be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption, unless, equity securities do not have readily determinable fair values, in which case, the amendments should be applied prospectively. We are currently evaluating the impact this guidance will have on our consolidated financial statements.
In July 2015, the FASB issued guidance which requires management to evaluate inventory at the lower of cost and net realizable value. The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2016, our fiscal 2018. The prospective transition method should be applied. We adopted this guidance in the first quarter of fiscal 2018 and do not expect this guidance to have a material impact on our consolidated financial statements.


In May 2014, the FASB issued guidance changing the criteria for recognizing revenue. The guidance provides for a single five-step model to be applied to all revenue contracts with customers. The standard also requires additional financial statement disclosures that will enable users to understand the nature, amount, timing and uncertainty of revenue and cash flows relating to customer contracts. Companies have an option to use either a retrospective approach or cumulative effect adjustment approach to implement the standard. This guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2017, our fiscal 2019. Early adoption is permitted for fiscal years beginning after December 15, 2016, our fiscal 2018. We plan to adopt this guidance using the modified retrospective transition method beginning in the first quarter of fiscal 2019. We continue to evaluate the impact of the adoption of this guidance, but currently, we do not expect the new guidance to materially impact our consolidated financial statements other than additional disclosure requirements.
NOTE 2: CHANGES IN ACCOUNTING PRINCIPLES
In December 2011 and February 2013,January 2017, the FASB issued guidance enhancing disclosureswhich removes step 2 from the goodwill impairment test. As a result, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting units' fair value. The guidance is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019, our fiscal 2021. Early adoption is permitted for annual or interim goodwill impairment tests performed on testing dates after January 1, 2017, and the prospective transition method should be applied. We adopted this guidance, prospectively, in the third quarter of fiscal 2017. The adoption did not have a material impact on our consolidated financial statements.
In October 2016, the FASB issued guidance on how a reporting entity, that is the single decision maker of a variable interest entity ("VIE"), should treat indirect interests in the entity held through related to offsettingparties that are under common control with the reporting entity, when determining whether it is the primary beneficiary of certain assets and liabilities.that VIE. This guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods.reporting periods, beginning after December 15, 2016, our fiscal 2018. We were required to adopt this guidance at the same time that we adopted the amendments in ASU 2015-02; therefore, we early adopted this guidance, retrospectively, in the first quarter of fiscal 2014.2017. The adoption did not have a significantmaterial impact on our consolidated financial statements.
In April 2014,2015, the FASB issued guidance changingon the criteriarecognition of fees paid by a customer for reporting discontinued operations.cloud computing arrangements. The guidance also modifiesclarifies that if a cloud computing arrangement includes a software license, the related disclosure requirements.customer should account for the software license consistent with the acquisition of other software licenses. If the arrangement does not include a software license, the customer should account for the arrangement as a service contract. The guidance is effective on a prospective basis for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2014,2015, our fiscal 2017, and interim periods within annual periods beginning onshould be applied prospectively or after December 15, 2015. Early adoption is permitted and weretrospectively. We adopted itthis guidance, prospectively, in the thirdfirst quarter of fiscal 2014.2017. As a result, prior period balances were not retrospectively adjusted. The adoption did not have a significantmaterial impact on our consolidated financial statements.
In February 2015, the FASB issued guidance changing the analysis procedures that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. All legal entities are subject to reevaluation under the revised consolidation model. The new guidance affects the following areas: (1) limited partnerships and similar legal entities, (2) evaluating fees paid to a decision maker or a service provider as a variable interest, (3) the effect of fee arrangements on the primary beneficiary determination, (4) the effect of related parties on the primary beneficiary determination, and (5) certain investment funds. This guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2015, our fiscal 2017. We adopted this guidance, retrospectively, in the first quarter of fiscal 2017. The adoption did not have a material impact on our consolidated financial statements.
NOTE 3: ACQUISITIONS AND DISPOSITIONS
Acquisitions
On August 28, 2014,June 7, 2017, we acquired all of the outstanding common stock of The Hillshire Brands CompanyAdvancePierre Foods Holdings, Inc. ("Hillshire Brands"AdvancePierre") as part of our strategic expansion initiative.strategy to sustainably feed the world with the fastest growing portfolio of protein-packed brands. The purchase price was equal to $63.00$40.25 per share for Hillshire Brands'AdvancePierre's outstanding common stock, or $8,081 million. In addition, we paid $163 million in cash for breakage costs incurred by Hillshire Brands related to a previously announced acquisition.approximately $3.2 billion. We funded the acquisition with existing cash on hand, net proceeds from the issuance of new senior notes Class A common stock (Class A stock), and tangible equity unitsa new term loan facility, as well as borrowings under a new term loan facilityour commercial paper program (refer to Note 7: Debt and Note 8: Equity)Debt). Hillshire Brands'AdvancePierre's results from operations subsequent to the acquisition closing are included in the Prepared Foods segment.and Chicken segments.
The following table summarizes the preliminary purchase price allocation and fair values of the assets acquired and liabilities assumed at the acquisition date. Certain estimated values for the acquisition, including goodwill, intangible assets, property, plant property and equipment, and deferred income taxes, are not yet finalized and the preliminary purchase price allocations are subject to changerevision as additional information becomes available and more detailed analyses are completed. The purchase price was allocated based on information available at acquisition date. During the fourth quarter of fiscal 2017, we complete our analysis of the fair value at the date of acquisition.recorded measurement period adjustments which increased goodwill by $60 million, primarily related to updated valuations for intangible assets and deferred income taxes based on additional information regarding assets and liabilities assumed.


in millions in millions 
Cash and cash equivalents $72
 $126
Accounts receivable 236
 80
Inventories 421
 272
Other current assets 344
 5
Property, Plant and Equipment 1,306
 302
Goodwill 4,804
 2,982
Intangible Assets 5,141
 1,515
Other Assets 45
Current debt (1,148)
Accounts payable (347) (114)
Other current liabilities (324) (97)
Tax receivable agreement (TRA) due to former shareholders (223)
Long-Term Debt (868) (33)
Deferred Income Taxes (2,069) (457)
Other Liabilities (517) (3)
Net asset acquired $8,244
Net assets acquired $3,207

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The fair value of identifiable intangible assets is as follows:
      in millions
Intangible Asset Category Type Life in Years Fair Value
Brands & trademarks Non-amortizable Indefinite $4,062
Brands & trademarks Amortizable 20 years 532
Customer relationships Amortizable Weighted average life of 16 years 541
Non-compete agreements Amortizable 1 year 6
Total identifiable intangible assets     $5,141
      in millions
Intangible Asset Category Type Life in Years Fair Value
Brands & Trademarks Amortizable Weighted Average of 15 years $390
Customer Relationships Amortizable Weighted Average of 15 years 1,125
Total identifiable intangible assets     $1,515
As a result of the acquisition, we recognized a total of $4,804$2,982 million of goodwill. The purchase price was assigned to assets acquired and liabilities assumed based on their estimated fair values as of the date of acquisition, and any excess was allocated to goodwill, as shown in the table above. Goodwill represents the value we expect to achieve through the implementation of operational synergies and growth opportunities primarily in our Prepared Foods segment. We do not expect the final fair valueopportunities. The allocation of goodwill to our reporting units is pending finalization of the expected synergies and the impact of the synergies to our reporting units. Of the goodwill acquired, $163 million related to previous AdvancePierre acquisitions is expected to be deductible for U.S. income tax purposes.
We used various valuation techniques to determine fair value, with the primary techniques being discounted cash flow analysis, relief-from-royalty, and multi-period excess earnings valuation approaches, which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy. Under these valuation approaches, we are required to make estimates and assumptions about sales, operating margins, growth rates, royalty rates and discount rates based on budgets, business plans, economic projections, anticipated future cash flows and marketplace data.
The acquisition of Hillshire BrandsAdvancePierre was accounted for using the acquisition method of accounting, and consequently, the results of operations for Hillshire BrandsAdvancePierre are reported in our consolidated financial statements from the date of acquisition. Hillshire Brands' one monthAdvancePierre's results from the date of acquisition, which included a net increase $508 million of Sales, were insignificant to ourthe overall Consolidated Statements of Income.
The following unaudited pro forma information presents the combined results of operations as if the acquisition of Hillshire BrandsAdvancePierre had occurred at the beginning of fiscal 2013. Hillshire Brands'2016. AdvancePierre's pre-acquisition results have been added to our historical results. The pro forma results contained in the table below include adjustments for amortization of acquired intangibles, depreciation expense, interest expense related to the financing and related income taxes. Any potential cost savings or other operational efficiencies that could result from the acquisition are not included in these pro forma results.
The 20132016 pro forma results include transaction related expenses incurred by Hillshire BrandsAdvancePierre prior to the acquisition of $168$84 million, including items such as consultant fees, accelerated stock compensation and other deal costs; transaction related expenses incurred by the Company of $115$67 million, including fees paid to third parties, financing costs and other deal costs; and $32$36 million of expense related to the fair value inventory adjustment at the date of acquisition.
These pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the results of operations as they would have been had the acquisitions occurred on the assumed dates, nor is it necessarily an indication of future operating results.


 in millions  (unaudited) 
 2014
 2013
Pro forma sales$41,311
 $38,195
Pro forma net income from continuing operations attributable to Tyson1,047
 655
Pro forma net income per diluted share from continuing operations attributable to Tyson$2.50
 $1.52
  in millions (unaudited) 
  2017
 2016
Pro forma sales $39,330
 $38,406
Pro forma net income attributable to Tyson 1,837
 1,686
Pro forma net income per diluted share attributable to Tyson $4.97
 $4.32
During the second quarter of fiscal 2014On November 10, 2017, we acquired all of the outstanding shares of a value-added foodvalued-added protein business as part of our strategic expansion initiative,for $225 million, subject to certain adjustments, which iswill be included in our Prepared Foods segment. The aggregate purchase price of the acquisition was $56 million, which included $12 million for Property, Plant and Equipment, $27 million allocatedChicken segments.
Dispositions
On April 24, 2017, we announced our intent to Intangible Assets and $18 million allocated to Goodwill.
During fiscal 2013, we acquired two value-added foodsell three non-protein businesses as part of our strategic expansion initiative,focus on protein-packed brands. These businesses, which are included inall part of our Prepared Foods segment.segment, include Sara Lee® Frozen Bakery, Kettle and Van’s® and produce items such as frozen desserts, waffles, snack bars, and soups, sauces and sides. The aggregate purchase pricesale is also expected to include the Chef Pierre®, Bistro Collection®, Kettle Collection™, and Van’s® brands, a license to use the Sara Lee® brand in various channels, as well as our Tarboro, North Carolina, Fort Worth, Texas, and Traverse City, Michigan, prepared foods facilities. We have reclassified the assets and liabilities related to these businesses to assets and liabilities held for sale in our Consolidated Balance Sheet as of September 30, 2017. In the fourth quarter of 2017, we recorded an impairment charge totaling $45 million, related to one of these businesses due to a revised estimate of the acquisitionsbusiness’ fair value based on current expected net sales proceeds. The impairment charge was $106recorded in Cost of Sales in our Consolidated Statement of Income for fiscal 2017, and consisted of goodwill and intangible assets previously classified within assets held for sale. In October 2017, we executed a definitive asset purchase agreement to sell our Kettle operation for $125 million, which included $50 millionsubject to certain contingencies including regulatory approval. We anticipate we will close the Kettle and remaining transactions by the end of calendar 2017, or early calendar 2018, and expect to record a net pretax gain as a result of the sale of these businesses. The Company concluded the businesses were not significant disposal groups and did not represent a strategic shift, and therefore were not classified as discontinued operations for Property, Plantany of the periods presented.
The following table summarizes the net assets and Equipment, $41 million allocated to Intangible Assets and $12 million allocated to Goodwill.

liabilities held for sale:
53



Dispositions
 in millions
 September 30, 2017
Assets held for sale: 
Accounts receivable, net$2
Inventories109
Net Property, Plant and Equipment192
Other current assets1
Goodwill312
Intangible Assets, net191
Total assets held for sale$807
Liabilities held for sale: 
Accounts payable$1
Other current liabilities3
Total liabilities held for sale$4
On July 28,In fiscal 2014, we announced our plan to sell our Brazil and Mexico operations, which are included in our InternationalOther for segment reporting, to JBS SA ("JBS") for $575 million in cash. As a result, we conducted an impairment testcash less debt and recorded a $39 million impairment charge in the fourth quarter of fiscal 2014 related to our Brazil operation.other adjustments. We expect to completecompleted the sale of ourthe Brazil operation in the first quarter of fiscal 2015. 2015 and received net proceeds of $148 million including working capital, net debt adjustments and cash transferred. The sale did not result in a significant gain or loss as the carrying value of the Brazil operation approximated the sales proceeds at the time of sale.
We expect to realize a gain oncompleted the sale of ourthe Mexico operation which is pending the necessary government approvals, and expect it to close in the first halffourth quarter of fiscal 2015. We have reclassified the assets2015 and liabilities related to Mexicoreceived net proceeds of approximately $374 million including working capital, net debt adjustments and Brazil to assets and liabilities held for sale in our 2014 Consolidated Balance Sheet.
The following table summarizes the net assets and liabilities held for sale:
 in millions
 2014
Assets held for sale: 
Accounts receivable, net$74
Inventories141
Other current assets72
Net property, plant and equipment132
Goodwill16
Other assets11
Total assets held for sale$446
Liabilities held for sale: 
Current debt$32
Accounts payable61
Other current liabilities27
Long-term debt9
Deferred income taxes12
Total liabilities held for sale$141
In June 2014, we sold our 50 percent ownership interest of Dynamic Fuels LLC (Dynamic Fuels) for $30 million cash consideration at closing and up to $35 million in future cash payments contingent on Dynamic Fuels' production volumes over a period of up to 11.5 years. Additionally as part of the terms of the sale, we were released from our guarantee of the $100 million Gulf Opportunity Zone tax-exempt bonds, which were issued in October 2008 to fund a portion of the plant construction costs. Dynamic Fuels previously qualified as a variable interest entity which we consolidated, as we were the primary beneficiary.transferred. As a result of the sale, we deconsolidated Dynamic Fuels and recorded a pretax gain of approximately $3$161 million, which iswas reflected in Cost of Sales in our Consolidated Statements of Income. We will recognizeutilized the future contingent paymentsnet proceeds to retire the 2.75% senior notes due September 2015.
In the fourth quarter of fiscal 2015, to better align our overall production capacity with then-current cattle supplies, we ceased beef operations at our Denison, Iowa plant. As a result, we recorded $12 million in closure and impairment charges during the fourth quarter of fiscal 2015. These charges impacted the Beef segment’s operating income asand were reflected in Cost of Sales in our Consolidated Statements of Income.


In the required volumes are produced. At September 28, 2013, Dynamic Fuels had $166fourth quarter of fiscal 2015, we recorded a $59 million impairment and other related charges associated with a Prepared Foods project designed to optimize the combined Tyson and Hillshire Brands network capacity and to enhance manufacturing efficiencies for the future. These charges were reflected in the Prepared Foods segment’s operating income in the fourth quarter of total assets,fiscal 2015, of which $142$49 million was net property, plant and equipment, and $113 million of total liabilities, of which $100 million was long-term debt.
In fiscal 2014, we recorded impairment charges of $52 million related to the planned closure of three Prepared Foods plants. The Company’s Cherokee, Iowa plant closed in September 2014, while the Company’s plants in Buffalo, New York and Santa Teresa, New Mexico are expected to cease operations during the first half of calendar 2015. The impairment charges are reflectedincluded in the Consolidated Statements of Income in Cost of Sales. Additionally,Sales and $10 million was included in April 2014, Hillshire Brands announced that it will discontinue all production at its Florence, Alabama facility by December 30, 2014.the Consolidated Statements of Income in Selling, General and Administrative. As a result of this project, we sold our Chicago, Illinois, hospitality plant in June 2016 and closed our Jefferson, Wisconsin, plant in July 2016. The remainingsale of our Chicago, Illinois, plant and closure costs areof our Jefferson, Wisconsin, plant did not expected to have a significant impact on the Company's financialoperating results.

54



NOTE 4: DISCONTINUED OPERATION
After conducting an assessment duringIn the third quarter of fiscal 2013 of our long-term business strategy in China, we determined our Weifang operation (Weifang), which was previously2015, as part of our ongoing efforts to increase efficiencies in our Chicken segment, was no longer core to the execution ofbusiness, we closed our strategy given the capital investment it required to execute our future business plan. Consequently, we conducted an impairment test and recorded a $56 million impairment charge in the second quarter of fiscal 2013. We subsequently sold Weifang which resulted in reporting it as a discontinued operation.Buena Vista, Georgia, plant. The sale was completed in July 2013 andclosure costs did not result inhave a significant gain or loss as its carrying value approximatedimpact on the sales proceeds at the time of sale. Weifang's prior periods results, including the impairment charge, have been reclassified and presented as a discontinued operation in our Consolidated Statements of Income. The following is a summary of the discontinued operation's results:Company's operating results.
      in millions
  2014
 2013
 2012
Sales $
 $108
 $223
       
Pretax loss 
 (68) (38)
Income tax expense 
 2
 
Loss from discontinued operation, net of tax $
 $(70) $(38)
NOTE 5:4: PROPERTY, PLANT AND EQUIPMENT
The following table reflects major categories of property, plant and equipment and accumulated depreciation at September 27, 201430, 2017, and September 28, 2013October 1, 2016:
in millions in millions 
2014
 2013
2017
 2016
Land$126
 $100
$138
 $126
Building and leasehold improvements3,501
 2,945
3,878
 3,662
Machinery and equipment6,144
 5,504
7,111
 6,789
Land improvements and other276
 417
323
 300
Buildings and equipment under construction334
 236
492
 290
10,381
 9,202
11,942
 11,167
Less accumulated depreciation5,251
 5,149
6,374
 5,997
Net property, plant and equipment$5,130
 $4,053
$5,568
 $5,170
Approximately $661$1,387 million will be required to complete buildings and equipment under construction at September 27, 201430, 2017.

55




NOTE 6:5: GOODWILL AND OTHER INTANGIBLE ASSETS
The following table reflects goodwill activity for fiscal 20142017 and 20132016:
in millionsin millions in millions 
Chicken
 Beef
 Pork
 
Prepared
Foods

 International
 Unallocated
 Consolidated
Beef
 Pork
 Chicken
 
Prepared
Foods

 
Other(a)

 Unallocated
 Consolidated
Balance at September 29, 2012             
Balance at October 3, 2015             
Goodwill$909
 $1,123
 $317
 $63
 $68
 $
 $2,480
$1,236
 $423
 $1,563
 $4,005
 $57
 $
 $7,284
Accumulated impairment losses
 (560) 
 
 (29) 
 (589)(560) 
 
 
 (57) 
 (617)
909
 563
 317
 63
 39
 
 1,891
676
 423
 1,563
 4,005
 
 
 6,667
Fiscal 2013 Activity:             
Acquisition
 
 
 12
 
 
 12
Impairment losses
 
 
 
 
 
 
Fiscal 2016 Activity:             
Currency translation and other(1) 
 
 
 
 
 (1)
 
 2
 
 
 
 2
Balance at September 28, 2013             
Balance at October 1, 2016             
Goodwill908
 1,123
 317
 75
 68
 
 2,491
1,236
 423
 1,565
 4,005
 57
 
 7,286
Accumulated impairment losses
 (560) 
 
 (29) 
 (589)(560) 
 
 
 (57) 
 (617)
$908
 $563
 $317
 $75
 $39
 $
 $1,902
$676
 $423
 $1,565
 $4,005
 $
 $
 $6,669
                          
Fiscal 2014 Activity:             
Fiscal 2017 Activity:             
Acquisition$
 $
 $
 $18
 $5
 $4,804
 $4,827

 
 
 
 
 2,982
 2,982
Reclass to assets held for sale
 
 
 
 (16) 
 (16)
 
 
 (327) 
 
 (327)
Impairment losses
 
 
 
 (5) 
 (5)
Currency translation and other(1) 
 
 (1) 
 
 (2)
Balance at September 27, 2014             
Balance at September 30, 2017             
Goodwill907
 1,123
 317
 92
 57
 4,804
 7,300
1,236
 423
 1,565
 3,678
 57
 2,982
 9,941
Accumulated impairment losses
 (560) 
 
 (34) 
 (594)(560) 
 
 
 (57) 
 (617)
$907
 $563
 $317
 $92
 $23
 $4,804
 $6,706
$676
 $423
 $1,565
 $3,678
 $
 $2,982
 $9,324
(a) Other included the goodwill from our foreign chicken operation.
On August 28, 2014,June 7, 2017, we acquired and consolidated Hillshire Brands. The unallocated portion of goodwill is attributable to our acquisition of Hillshire Brands.AdvancePierre. The allocation of goodwill to our reportable segments is pending finalization of the expected synergies and the impact of the synergies to our reporting units.

56



The following table reflects other intangible assets by type at September 27, 2014,30, 2017, and September 28, 2013:October 1, 2016:
in millionsin millions in millions 
2014
 2013
2017
 2016
Amortizable intangible assets:      
Brands and trademarks$611
 $69
$738
 $590
Customer relationships570
 12
1,639
 564
Patents, intellectual property and other136
 140
114
 114
Non-compete agreements6
 
Land use rights8
 8
9
 9
Total gross amortizable intangible assets$1,331
 $229
$2,500
 $1,277
Less accumulated amortization133
 107
335
 271
Total net amortizable intangible assets$1,198
 $122
$2,165
 $1,006
Brands and trademarks not subject to amortization4,078
 16
4,078
 4,078
Total intangible assets$5,276
 $138
$6,243
 $5,084
Beginning with the date benefits are realized, amortizable intangible assets are generally amortized using the straight-line method over their estimated period of benefit of 20 years or less. Amortization expense of $26$107 million,, $17 $80 million and $16$92 million was recognized during fiscal 2014, 20132017, 2016 and 2012,2015, respectively. We estimate amortization expense on intangible assets for the next five fiscal years subsequent to September 27, 201430, 2017, will be: 2015 - $94 million; 2016 - $85 million; 2017 - $80 million; 2018 - $79 million; $194 million; 2019 - $189 million; 2020 - $185 million; 2021 - $170 million; 2022 - $160 million.$75 million.



NOTE 6: RESTRUCTURING AND RELATED CHARGES
In the fourth quarter of fiscal 2017, our Board of Directors approved a multi-year restructuring program (the “Financial Fitness Program”), which is expected to contribute to the Company’s overall strategy of financial fitness through increased operational effectiveness and overhead reduction. The Company currently anticipates the Financial Fitness Program will result in cumulative pretax charges, once implemented, of approximately $215 million which consist primarily of severance and employee related costs, asset impairments, accelerated depreciation, incremental costs to implement new technology, and contract termination costs. As part of this program, we anticipate eliminating approximately 500 positions across several areas and job levels with most of the eliminated positions originating from the corporate offices in Springdale, Arkansas; Chicago, Illinois; and Cincinnati, Ohio. In the fourth quarter of fiscal 2017, the Company recognized restructuring and related charges of $150 million associated with the program.
The following table reflects the pretax impact of restructuring and related charges in the Consolidated Statements of Income:
57

in millions 
 2017
Cost of Sales$35
Selling, General and Administrative expenses115
Total restructuring and related charges, pretax$150
The following table reflects the pretax impact of restructuring and related charges incurred in fiscal 2017 and the estimated charges in fiscal 2018 by our reportable segments:
 in millions
 2017 charges
Estimated 2018 charges
Total estimated Financial Fitness Program charges
Beef$8
$6
$14
Pork3
2
5
Chicken56
32
88
Prepared Foods82
25
107
Other1

1
Total restructuring and related charges, pretax$150
$65
$215
For fiscal 2017, the restructuring and related charges consisted of $53 million severance and employee related costs, $72 million technology impairment and related costs, and $25 million for contract termination costs. The expected fiscal 2018 restructuring and related charges are expected to approximate $5 million of employee related costs, $25 million of incremental costs to implement new technology, $34 million in accelerated depreciation, and $1 million of other charges. The timing and actual amounts of these estimated charges may change.
The following table reflects our liability related to restructuring which was recognized in other current liabilities in our Consolidated Balance Sheet as of September 30, 2017:
in millions

 
 Restructuring chargesPaymentsOtherEnding liability
Severance and employee related costs$51
$4
$
$47
Contract termination22


22
Total$73
$4
$
$69





NOTE 7: DEBT
The following table reflects major components of debt as of September 27, 201430, 2017, and September 28, 2013October 1, 2016:
   in millions
 2014
 2013
Revolving credit facility$
 $
Senior notes:   
3.25% Convertible senior notes due October 2013 (2013 Notes)
 458
2.75% Senior notes due September 2015 (2015 Notes)407
 
6.60% Senior notes due April 2016 (2016 Notes)638
 638
7.00% Notes due May 2018120
 120
2.65% Notes due August 2019 (2019 Notes)1,000
 
4.10% Notes due September 2020 (2020 Notes)287
 
4.50% Senior notes due June 2022 (2022 Notes)1,000
 1,000
3.95% Notes due August 2024 (2024 Notes)1,250
 
7.00% Notes due January 202818
 18
6.13% Notes due November 2032 (2032 Notes)164
 
4.88% Notes due August 2034 (2034 Notes)500
 
5.15% Notes due August 2044 (2044 Notes)500
 
Discount on senior notes(12) (6)
Term loan facility:   
3-year tranche1,172
 
5-year tranche A353
 
5-year tranche B552
 
Amortizing Notes - Tangible Equity Units (see Note 8: Equity)205
 
GO Zone tax-exempt bonds
 100
Other24
 80
Total debt8,178
 2,408
Less current debt643
 513
Total long-term debt$7,535
 $1,895
   in millions
 2017
 2016
Revolving credit facility$
 $300
Commercial Paper778
 
Senior notes:   
7.00% Notes due May 2018120
 120
Notes due May 2019 (2019 Floating-Rate Notes) (1.77% at 09/30/2017)300
 
2.65% Notes due August 20191,000
 1,000
Notes due June 2020 (June 2020 Floating-Rate Notes) (1.87% at 09/30/2017)350
 
Notes due August 2020 (August 2020 Floating-Rate Notes) (1.76% at 09/30/2017)400
 
4.10% Notes due September 2020282
 284
2.25% Notes due August 2021 (2021 Notes)500
 
4.50% Senior notes due June 20221,000
 1,000
3.95% Notes due August 20241,250
 1,250
3.55% Notes due June 2027 (2027 Notes)1,350
 
7.00% Notes due January 202818
 18
6.13% Notes due November 2032162
 163
4.88% Notes due August 2034500
 500
5.15% Notes due August 2044500
 500
4.55% Notes due June 2047 (2047 Notes)750
 
Discount on senior notes(15) (8)
Term loans:   
Tranche B due August 2019 (2.75% at 09/30/2017)427
 552
Tranche B due August 2020 (2.05% at 09/30/2017)500
 500
Amortizing Notes - Tangible Equity Units (see Note 8: Equity)
 71
Other81
 58
Unamortized debt issuance costs(50) (29)
Total debt10,203
 6,279
Less current debt906
 79
Total long-term debt$9,297
 $6,200
Annual maturities of debt for the five fiscal years subsequent to September 27, 2014,30, 2017, are: 20152018 - $644 million; 2016$906 million; 2019 - $885 million; 2017$1,737 million; 2020 - $1,059 million; 2018$1,537 million; 2021 - $176 million; 2019$511 million; 2022 - $1,688 million.$1,007 million.
Revolving Credit Facility
In September 2014,May 2017, we amended our existing credit facility which, among other things, increased our line of credit from $1.0$1.25 billion to $1.25 billion.$1.50 billion. The facility supports short-term funding needs and letters of credit and will mature withand the commitments thereunder terminatingwill terminate in May 2022. Amounts available for borrowing under this facility totaled $1,492 million at September 2019. After reducing the amount available by30, 2017, net of outstanding letters of credit issued under this facility, the amount available for borrowing at credit. At September 27, 2014, was $1,209 million. At September 27, 2014,30, 2017, we had outstanding letters of credit issued under this facility totaling $41$8 million,, none of which were drawn upon. We had an additional $105$85 million of bilateral letters of credit issued separately from the revolving credit facility, none of which were drawn upon. Our letters of credit are issued primarily in support of leasing obligations and workers’ compensation insurance programs and derivative activities.programs.
The revolving credit facility is unsecured and is fully guaranteed by Tyson Fresh Meats, Inc. (TFM Parent), our wholly owned subsidiary, until such date TFM Parent is released from all of its guarantees of other material indebtedness. If in the future any of our other subsidiaries shall guarantee any of our material indebtedness, such subsidiary shall also be required to guarantee the indebtedness, obligations and liabilities under this facility.

58



2013 Notes
In September 2008, we issued $458 million principal amount 3.25% convertible senior unsecured notes due October 15, 2013. In connection with the issuance of the 2013August 2020 Floating-Rate Notes we entered into separate call option and warrant transactions with respect to our Class A stock to minimize the potential economic dilution upon conversion of the 2013 Notes. The call options contractually expired upon the maturity of the 2013 Notes. The 2013/ 2021 Notes matured on October 15, 2013 at which time we paid the $458 million principal value with cash on hand and settled the conversion premium by issuing 11.7 million shares of our Class A stock from available treasury shares. Simultaneously with the settlement of the conversion premium, we received 11.7 million shares of our Class A stock from the call options.
The warrants were settled on various dates in fiscal 2014 resulting in the issuance of 11.7 million shares of Class A stock.
2016 Notes
The 2016 Notes carry an interest rate at issuance of 6.60%, with an interest step up feature dependent on their credit rating. On June 7, 2012, Moody's upgraded the credit rating of these notes from "Ba1" to "Baa3." This upgrade decreased the interest rate on the 2016 Notes from 6.85% to 6.60%, effective beginning with the six-month interest payment due October 1, 2012.
On February 11, 2013, S&P upgraded the credit rating of the 2016 Notes from "BBB-" to "BBB." This upgrade did not impact the interest rate on the 2016 Notes.
2019 / 2024 / 2034 / 2044 Notes
In August 2014,21, 2017, we issued senior unsecured notes with an aggregate principal amount of $3,250$900 million, consisting of $1,000$400 million due August 2019, $1,250 million due August 2024, $500 million due August 2034,2020 and $500 million due August 2044.2021. We used the net proceeds from the issuance to repay amounts outstanding under our Term Loan Tranche due June 2020. The August 2020 Floating-Rate Notes carry an interest rate of 3-month LIBOR plus 0.45% and the 2021 Notes carry a fixed interest rate at 2.25%. Interest payments on the August 2020 Floating-Rate Notes are due quarterly on February 21, May 21, August 21 and November 21. Interest payments on the 2021 Notes are due semi-annually on February 23 and August 23. After the original issue discounts of $1 million, we received net proceeds of $899 million. In addition, we incurred debt issuance costs of $5 million related to this issuance.
2019 Floating-Rate / June 2020 Floating-Rate / 2027 / 2047 Notes
In June 2017, as part of the financing for the AdvancePierre acquisition, we issued senior unsecured notes with an aggregate principal amount of $2,750 million, consisting of $300 million due May 2019, $350 million due June 2020, $1,350 million due June 2027, and $750 million due June 2047. The 2019 Floating-Rate Notes, 2024June 2020 Floating-Rate Notes, 20342027 Notes and 20442047 Notes carry interest rates of 2.65%3-month LIBOR plus 0.45%, 3.95%3-month LIBOR plus 0.55%, 4.88%3.55% and 5.15%4.55%, respectively, with interestrespectively. Interest payments on the 2019 Floating-Rate Notes are due quarterly February 28, May 30, August 30, and November 30. Interest payments on the June 2020 Floating-Rate Notes are due quarterly March 2, June 2, September 2, and December 2. Interest payments on the 2027 Notes and 2047 Notes are due semi-annually on August 15June 2 and February 15.December 2. After the original issue discounts of $7 million, we received net proceeds of $3,243$2,743 million. In addition, we incurred offering expensesdebt issuance costs of $27 million.
2022 Notes
In June 2012, we issued $1.0 billion of senior unsecured notes, which will mature in June 2022. The 2022 Notes carry a 4.50% interest rate, with interest payments due semi-annually on June 15 and December 15. After the original issue discount of $5$22 million, based on an issue price of 99.458%, we received net proceeds of $995 million. In addition, we incurred offering expenses of $9 million. related to this issuance.
Term Loan FacilityTranche B due August 2020
On August 18, 2017, we amended our existing $500 million Term Loan Tranche B which extended the maturity of the loan from April 2019 to August 2020.
Term Loan Tranche due June 2020
In August 2014,June 2017, as part of the financing for the AdvancePierre acquisition, we borrowed $1,800 million under ouran unsecured term loan facility, which provided for total term loans in an aggregate principal amount of $2,300 million, consisting of a $1,202 million 3-year trancheis due June 2020. The facility a $546 million 5-year tranche A facility, and a $552 million 5-year tranche B facility. The principal of the 3-year tranche facility and the 5-year tranche A facility each amortizeamortized at 2.5% per quarter. In addition, wequarter and interest reset based on the selected LIBOR interest period plus 1.25%. We incurred term loandebt issuance costs of approximately $11 million.$5 million related to this borrowing. In fiscal 2017, we repaid the full amount of the loan.
2015 / 2020 / 2032 NotesAdvancePierre's Debt Extinguishment
In August 2014 andJune 2017, in connection with our AdvancePierre acquisition, of Hillshire Brands, we assumed $840$1,119 million of Hillshire Brands'AdvancePierre's gross debt, which had an estimated fair value of approximately $868$1,181 million as of the acquisition date. We recorded the assumed debt at fair value. This fair value adjustment will be amortized asand used the funds borrowed under our new senior notes and term loan to extinguish $1,146 million of the total outstanding balance. Additionally, we assumed a reduction of interest expense in future periods.$223 million TRA liability due to AdvancePierre's former shareholders. The assumed debt assumed is mainly comprised of senior unsecured notes which consist of $400 million due September 2015, $278 million due September 2020, and $152 million due November 2032. The 2015 Notes, 2020 Notes, and the 2032 Notes carry interest rates of 2.75%, 4.10%, and 6.13%, respectively.TRA liability were non-cash investing activities.
GO Zone Tax-Exempt BondsCommercial Paper Program
In October 2008, Dynamic Fuels received $1002017, we initiated a commercial paper program under which we may issue unsecured short-term promissory notes (commercial paper) up to an aggregate maximum principal amount of $800 million in as of September 30, 2017. We used the net proceeds from the salecommercial paper program as part of Gulf Opportunity Zone tax-exempt bonds made available by the federal government tofinancing for the regions affected by Hurricanes KatrinaAdvancePierre acquisition and Rita in 2005.for general corporate purposes. As further described in Note 3: Acquisitions and Dispositions,of September 30, 2017, we sold ourhad $778 million of commercial paper outstanding at a weighted average interest in Dynamic Fuels in fiscal 2014, which resulted in the deconsolidationrate of its assets and liabilities, including these bonds.1.37% with maturities of less than 45 days.
Debt Covenants
Our revolving credit facility containsand term loan facilities contain affirmative and negative covenants that, among other things, may limit or restrict our ability to: create liens and encumbrances; incur debt; merge, dissolve, liquidate or consolidate; make acquisitions and investments; dispose of or transfer assets; change the nature of our business; engage in certain transactions with affiliates; and enter into hedging transactions, in each case, subject to certain qualifications and exceptions. In addition, we are required to maintain minimum interest expense coverage and maximum debt to capitalizationdebt-to-capitalization ratios.
Our senior notes and term loans also contain affirmative and negative covenants that, among other things, may limit or restrict our ability to: create liens; engage in certain sale/leaseback transactions; and engage in certain consolidations, mergers and sales of assets.
We were in compliance with all debt covenants at September 27, 2014.30, 2017.

59




NOTE 8: EQUITY
Capital Stock
We have two classes of capital stock, Class Common A stock, $0.10 par value (Class A stock) and Class B Common Stock, $0.10 par value (Class B stock). Holders of Class B stock may convert such stock into Class A stock on a share-for-share basis. Holders of Class B stock are entitled to 10 votes per share, while holders of Class A stock are entitled to one vote per share on matters submitted to shareholders for approval. As of September 27, 2014,30, 2017, Tyson Limited Partnership (the TLP)"TLP") owned 99.985% of the outstanding shares of Class B stock and the TLP and members of the Tyson family owned, in the aggregate, 1.78%2.07% of the outstanding shares of Class A stock, giving them, collectively, control of approximately 70.14%70.78% of the total voting power of the outstanding voting stock.
The Class B stock is considered a participating security requiring the use of the two-class method for the computation of basic earnings per share. The two-class computation method for each period reflects the cash dividends paid for each class of stock, plus the amount of allocated undistributed earnings (losses) computed using the participation percentage, which reflects the dividend rights of each class of stock. Basic earnings per share were computed using the two-class method for all periods presented. The shares of Class B stock are considered to be participating convertible securities since the shares of Class B stock are convertible on a share-for-share basis into shares of Class A stock. Diluted earnings per share were computed assuming the conversion of the Class B shares into Class A shares as of the beginning of each period.
Dividends
Cash dividends cannot be paid to holders of Class B stock unless they are simultaneously paid to holders of Class A stock. The per share amount of the cash dividend paid to holders of Class B stock cannot exceed 90% of the cash dividend simultaneously paid to holders of Class A stock. We pay quarterly cash dividends to Class A and Class B shareholders. We paid Class A dividends per share of $0.30$0.90, $0.60, and $0.40 in fiscal 2017, 2016, and 2015, respectively. We paid Class B dividends per share of $0.27$0.81, $0.54, and $0.36 in fiscal 20142017, 2016, and 2013,2015, respectively. Fiscal 2013 included a special dividend of $0.10 per share for Class A stock and $0.09 per share for Class B. We paid Class A dividends per share of $0.16 and Class B dividends per share of $0.144 in fiscal 2012. On November 13, 2014,10, 2017, the Board of Directors increased the quarterly dividend previously declared on July 30, 2014,August 10, 2017, to $0.10$0.30 per share on our Class A stock and $0.09$0.27 per share on our Class B stock. The increased quarterly dividend is payable on December 15, 2014,2017, to shareholders of record at the close of business on December 1, 2014.2017.
Share Repurchases
On January 30, 2014,February 4, 2016, our Board of Directors approved an increase of 2550 million shares authorized for repurchase under our share repurchase program. As of September 27, 201430, 2017, 32.127.8 million shares remained available for repurchase. The share repurchase program has no fixed or scheduled termination date and the timing and extent to which we repurchase shares will depend upon, among other things, our working capital needs, marketmarkets, industry conditions, liquidity targets, limitations under our debt obligations and regulatory requirements. In addition to the share repurchase program, we purchase shares on the open market to fund certain obligations under our equity compensation plans.
A summary of cumulative share repurchases of our Class A Stockstock for fiscal 2017, 2016 and 2015 is as follows:
         in millions            in millions
 September 27, 2014 September 28, 2013 September 29, 2012 September 30, 2017 October 1, 2016 October 3, 2015
 Shares Dollars Shares Dollars Shares Dollars Shares Dollars Shares Dollars Shares Dollars
Shares repurchased:                        
Under share repurchase program 7.1
 $250
 21.1
 $550
 12.5
 $230
 12.5
 $797
 30.8
 $1,868
 11.0
 $455
To fund certain obligations under equity compensation plans 1.2
 45
 2.8
 64
 1.8
 34
 1.0
 63
 1.3
 76
 0.9
 40
Total share repurchases 8.3
 $295
 23.9
 $614
 14.3
 $264
 13.5
 $860
 32.1
 $1,944
 11.9
 $495
Share Issuance
In fiscal 2014, we issued 23.8 million shares of our Class A stock, to provide funding for the Hillshire Brands acquisition. Total proceeds, net of underwriting discounts and other offering related fees and expenses were $873 million.

60



Tangible Equity Units
In Julyfiscal 2014, we completed the public issuance of 30 million, 4.75% tangible equity units (TEUs). Total proceeds, net of underwriting discounts and other expenses, were $1,454 million. Each TEU, which hashad a stated amount of $50, iswas comprised of a prepaid stock purchase contract and a senior amortizing note due July 15, 2017. We allocated the proceeds from the issuance of the TEUs to equity and debt based on the relative fair values of the respective components of each TEU. The fair value of the prepaid stock purchase contracts, which was $1,295 million, iswas recorded in Capital in Excess of Par Value, net of issuance costs. The fair value of the senior amortizing notes, which was $205 million, iswas recorded in debt, of which $65 million is current.debt. Issuance costs associated with the TEU debt waswere recorded as deferred financing costs in the Consolidated Balance Sheets in Other Assetsdebt issuance cost and iswas amortized over the term of the instrument to July 15, 2017.


The aggregate values assigned upon issuance of each component of the TEU's, based on the relative fair value of the respective components of each TEU, were as follows:
  in millions, except price per TEU   in millions, except price per TEU
Equity Component Debt Component TotalEquity Component Debt Component Total
Price per TEU$43.17
 $6.83
 $50.00
$43.17
 $6.83
 $50.00
Gross Proceeds1,295
 205
 1,500
1,295
 205
 1,500
Issuance cost(40) (6) (46)(40) (6) (46)
Net proceeds$1,255
 $199
 $1,454
$1,255
 $199
 $1,454
EachIn July 2017, the Company made the final quarterly cash installment payment of $0.59 per senior amortizing note has an initial principal amount of $6.83 and bears interest at 1.5% per annum. On each January 15, April 15, July 15 and October 15, commencing on October 15, 2014, we will pay equal quarterly cash installments of $0.59 per amortizing note (except forissued the October 15, 2014 installment payment, which will be $0.46 per amortizing note), which cash payment in the aggregate (principal and interest) is equivalent to 4.75% per year with respect to the $50 stated amount per TEU. Each installment will constitute a payment of interest and partial repayment of principal. Unless settled earlier at the holder's or the Company's option, each purchase contract will automatically settle on July 15, 2017, subject to postponement in certain limited circumstances. We will deliver between a minimum of 31.7 million shares and a maximum of 39.7 millionrequired remaining shares of ourits Class A stock subject to adjustment, based upon the Applicable Market Value (as defined below)automatic settlement of our Class A stock as described below:each outstanding purchase contract.
If the Applicable Market Value is equal to or greater than the conversion price of $47.25 per share, we will deliver 1.0582 shares of Class A stock per purchase contract, or a minimum of 31.7 million Class A shares.
If the Applicable Market Value is greater than the reference price of $37.80 but less than the conversion price of $47.25 per share, we will deliver a number of shares per purchase contract equal to $50, divided by the Applicable Market Value.
If the Applicable Market Value is less than or equal to the reference price of $37.80 per share, we will deliver 1.3228 shares of Class A stock per purchase contract, or a maximum of 39.7 million Class A shares.
The "Applicable Market Value" means the average of the closing prices of our Class A stock on each of the 20 consecutive trading days beginning on, and including, the 23rd scheduled trading day immediately preceding July 15, 2017.
The TEUs have a dilutive effect on our earnings per share. The 31.7 million minimum shares to be issued are included in the calculation of Class A Basic weighted average shares. The 8 million share difference between the minimum shares and the 39.7 million maximum shares are potentially dilutive securities, and accordingly, are included in our diluted earnings per share on a pro rata basis to the extent the Applicable Market Value is higher than the reference price but is less than the conversion price.

61



NOTE 9: INCOME TAXES
Detail of the provision for income taxes from continuing operations consists of the following:
    in millions  
    in millions  
2014
 2013
 2012
2017
 2016
 2015
Federal$325
 $341
 $310
$755
 $710
 $564
State67
 38
 22
81
 118
 89
Foreign4
 30
 19
14
 (2) 44
$396
 $409
 $351
$850
 $826
 $697
          
Current$501
 $421
 $211
$889
 $742
 $659
Deferred(105) (12) 140
(39) 84
 38
$396
 $409
 $351
$850
 $826
 $697
The reasons for the difference between the statutory federal income tax rate and our effective income tax rate from continuing operations are as follows:
2014
 2013
 2012
2017
 2016
 2015
Federal income tax rate35.0 % 35.0 % 35.0 %35.0 % 35.0 % 35.0 %
State income taxes2.8
 2.4
 1.5
2.3
 2.7
 3.1
Unrecognized tax benefits, net(4.7) (0.2) 0.6
(0.1) (1.7) (1.8)
Domestic production deduction(4.0) (3.2) (1.8)(3.1) (2.6) (3.7)
Foreign rate differences and valuation allowances2.8
 0.3
 1.8
0.3
 
 3.8
Other(0.3) (1.7) (0.7)(2.1) (1.6) (0.1)
31.6 % 32.6 % 36.4 %32.3 % 31.8 % 36.3 %

During fiscal 2014,2017, the domestic production deduction decreased tax expense by $80 million, and state tax expense, net of federal tax benefit, was $61 million.
During fiscal 2016, the domestic production deduction and the decreasechanges in unrecognized tax benefits decreased tax expense by $50$68 million and $58$43 million,, respectively. respectively, and state tax expense, net of federal tax benefit, was $70 million.
During fiscal 2013,2015, the domestic production deduction and estimated general business creditschanges in unrecognized tax benefits decreased tax expense by $40$72 million and $17$34 million,, respectively.
During fiscal 2012, respectively, and state tax expense, net of federal tax benefit, was $59 million. Additionally, foreign valuation allowances increasedrate differences, mostly driven by the China impairment, unfavorably impacted tax expense by $10$73 million. The sale of the Mexico and Brazil operations and related repatriation of proceeds did not have a significant impact on the effective income tax rate.
Approximately $2,603 million,, $2,543 million, and the domestic production deduction decreased tax expense by $17$1,908 million.
Approximately $18 million of loss and $53 million and $2 million of income from continuing operations before income taxes for fiscal 2014, 20132017, 2016 and 2012,2015, respectively, were from our operations based in countries other than the United States.


We recognize deferred income taxes for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

62



The tax effects of major items recorded as deferred tax assets and liabilities as of September 27, 201430, 2017, and September 28, 2013October 1, 2016, are as follows:
       in millions
 2014 2013
 Deferred Tax Deferred Tax
 Assets
 Liabilities
 Assets
 Liabilities
Property, plant and equipment$
 $732
 $
 $525
Suspended taxes from conversion to accrual method
 66
 
 71
Intangible assets
 2,031
 
 29
Inventory24
 121
 8
 110
Accrued expenses474
 
 209
 
Net operating loss and other carryforwards96
 
 77
 
Insurance reserves21
 
 22
 
Other80
 82
 60
 98
 $695
 $3,032
 $376
 $833
Valuation allowance$(51)   $(77)  
Net deferred tax liability  $2,388
   $534
We record deferred tax amounts in Other current assets, Other Assets, Other current liabilities and Deferred Income Taxes in the Consolidated Balance Sheets.
The deferred tax liability for suspended taxes from conversion to accrual method represents the 1987 change from the cash to accrual method of accounting and will be recognized by 2027.
The deferred tax liability for intangible assets increased over prior year due to the acquisition of Hillshire Brands.
       in millions
 2017 2016
 Deferred Tax Deferred Tax
 Assets
 Liabilities
 Assets
 Liabilities
Property, plant and equipment$
 $900
 $
 $857
Intangible assets
 2,424
 
 1,979
Accrued expenses400
 
 400
 
Net operating loss and other carryforwards97
 
 86
 
Other204
 273
 140
 259
 $701
 $3,597
 $626
 $3,095
Valuation allowance$(75)   $(72)  
Net deferred tax liability  $2,971
   $2,541
At September 27, 201430, 2017, our gross state tax net operating loss carryforwards approximated $1.3 billion$806 million and expire in fiscal years 20152018 through 2034.2035. Gross foreign net operating loss carryforwards approximated $146$39 million, of which $50 million and expire in fiscal years 20172018 through 2024,2028. Gross federal net operating loss carryforwards approximated $12 million and the remainder has no expiration.expire in fiscal years 2031 through 2033. We also have tax credit carryforwards of approximately $25$52 million, that of which $45 million expire in fiscal years 20152018 through 2028.2031, and the remainder has no expiration.
We have accumulated undistributed earnings of foreign subsidiaries aggregating approximately $403$182 million and $351$219 million at September 27, 2014,30, 2017, and September 28, 2013,October 1, 2016, respectively. During fiscal 2014, the Company changed its permanent reinvestment assertion with respect to $183 million of earnings related to its poultry operations in Mexico and Brazil due to the planned sale of those operations and repatriation of the related proceeds, and as a result we recorded expense, net of foreign tax credits, of $17 million. With respect to the remaining $220 million ofThe accumulated undistributed earnings for all other foreign subsidiaries at September 27, 2014, these earnings30, 2017 are expected to be indefinitely reinvested outside of the United States. If those earnings were distributed in the form of dividends or otherwise, we could be subject to federal income taxes (subject to an adjustment for foreign tax credits), state income taxes and withholding taxes payable to the various foreign countries. ItDue to the uncertainty of the manner in which the undistributed earnings would be brought back to the United States, the tax laws in effect at that time, as well as the availability of the Company to claim foreign tax credits, it is not currently practicable to estimate the tax liability that might be payable on the repatriation of these foreign earnings.
The following table summarizes the activity related to our gross unrecognized tax benefits at September 27, 201430, 2017September 28, 2013October 1, 2016, and September 29, 2012October 3, 2015:
    in millions
    in millions
2014
 2013
 2012
2017
 2016
 2015
Balance as of the beginning of the year$175
 $168
 $174
$305
 $306
 $272
Increases related to current year tax positions11
 3
 3
38
 35
 78
Increases related to prior year tax positions17
 15
 5
5
 31
 11
Increases related to Hillshire Brands balances136
 
 
Increase related to AdvancePierre acquisition9
 
 
Reductions related to prior year tax positions(20) (6) (10)(27) (48) (18)
Reductions related to settlements(1) (2) (1)(4) (7) 
Reductions related to expirations of statute of limitations(46) (3) (3)
Reductions related to expirations of statutes of limitations(10) (12) (37)
Balance as of the end of the year$272
 $175
 $168
$316
 $305
 $306

63



The amount of unrecognized tax benefits, if recognized, that would impact our effective tax rate was $241$205 million at September 30, 2017 and $149 million at September 27, 2014, and September 28, 2013, respectively.October 1, 2016. We classify interest and penalties on unrecognized tax benefits as income tax expense. At September 27, 2014,30, 2017, and September 28, 2013,October 1, 2016, before tax benefits, we had $54$63 million and $63$52 million,, respectively, of accrued interest and penalties on unrecognized tax benefits.
As of September 27, 2014,30, 2017, we are subject to income tax examinations for U.S.United States federal income taxes for fiscal years 20112013 through 2013.2016. We are also subject to income tax examinations by major state and foreign jurisdictions for fiscal years 2005 through 20132016 and 2002 through 2013,2016, respectively. We estimate that during the next twelve months it is reasonably possible that unrecognized tax benefits could decrease by as much as $30$9 million primarily due to expiration of statutes in various jurisdictions.


NOTE 10: OTHER INCOME AND CHARGES
During fiscal 2014,2017, we recorded $11$28 million of legal costs related to two former subsidiaries of Hillshire Brands, which were sold by Hillshire Brands in 1986 and 1994, $18 million of acquisition bridge financing fees related to the AdvancePierre acquisition and $19 million of equity earnings in joint ventures, $3which were recorded in the Consolidated Statements of Income in Other, net.
In the second quarter of fiscal 2017, we recorded a $52 million impairment charge related to our San Diego Prepared Foods operation. The impairment was comprised of $43 million of property, plant and equipment, $8 million of definite lived intangible assets and $1 million of other assets. This charge, of which $44 million was included in the Consolidated Statements of Income in Cost of Sales and $8 million was included in the Consolidated Statements of Income in Selling, General and Administrative, was triggered by a change in a co-manufacturing contract and ongoing losses.
During fiscal 2016, we recorded $12 million of equity earnings in joint ventures and $4 million in net foreign currency exchange gains, $6 million of other than temporary impairment related to an available-for-sale security and $60 million of costs associated with bridge financing facilities for the Hillshire Brands acquisition,losses, which were recorded in the Consolidated Statements of Income in Other, net.
During fiscal 2013,2015, following the sale of our Mexico and Brazil chicken production operations, we reviewed our strategy and outlook for the remaining international businesses, which operations include our chicken production operations in China. Despite our belief in the potential for this business, our Chinese operations had not achieved profitability. Given the losses that were generated in this business, changes in the strategy and management of the business, and the depressed economic outlook for China at that time, we assessed our Chinese operations for potential impairment in the fourth quarter of fiscal 2015.As a result of this evaluation, during the fourth quarter of fiscal 2015, we recorded a $19$169 million currency translation adjustment gain recognized impairment charge. The impairment was comprised of $126 million of property, plant and equipment, $23 million of goodwill and $20 million of other assets. The China operation is included in conjunction withOther for segment reporting and the receiptimpairment was included in Cost of proceeds constituting the final resolution of our investment in Canada, which was recordedSales in the Consolidated Statements of Income in Other, net.Income.
During fiscal 2012,2015, we recorded $16$12 million of equity earnings in joint ventures and $4$21 million in net foreign currency exchange of gains on the sale of equity securities, which were recorded in the Consolidated Statements of Income in Other, net.

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NOTE 11: EARNINGS PER SHARE
The earnings and weighted average common shares used in the computation of basic and diluted earnings per share are as follows:
in millions, except per share data in millions, except per share data 
2014
 2013
 2012
2017
 2016
 2015
Numerator:          
Income from continuing operations$856
 $848
 $614
Less: Net loss attributable to noncontrolling interests(8) 
 (7)
Net income from continuing operations attributable to Tyson864
 848
 621
Net income$1,778
 $1,772
 $1,224
Less: Net income (loss) attributable to noncontrolling interests4
 4
 4
Net income attributable to Tyson1,774
 1,768
 1,220
Less dividends declared:          
Class A94
 87
 47
285
 192
 129
Class B21
 19
 10
61
 41
 26
Undistributed earnings$749
 $742
 $564
$1,428
 $1,535
 $1,065
          
Class A undistributed earnings$612
 $606
 $464
$1,177
 $1,279
 $896
Class B undistributed earnings137
 136
 100
251
 256
 169
Total undistributed earnings$749
 $742
 $564
$1,428
 $1,535
 $1,065
          
Denominator:          
Denominator for basic earnings per share:          
Class A weighted average shares284
 282
 293
296
 315
 335
Class B weighted average shares, and shares under if-converted method for diluted earnings per share70
 70
 70
70
 70
 70
Effect of dilutive securities:          
Stock options and restricted stock5
 5
 4
4
 5
 5
Tangible Equity Units1
 
 

 
 3
Convertible 2013 Notes
 7
 3
Warrants4
 3
 
Denominator for diluted earnings per share – adjusted weighted average shares and assumed conversions364
 367
 370
370
 390
 413
     
Net Income Per Share from Continuing Operations Attributable to Tyson:    
Class A Basic$2.48
 $2.46
 $1.75
Class B Basic$2.26
 $2.22
 $1.57
Diluted$2.37
 $2.31
 $1.68
          
Net Income Per Share Attributable to Tyson:          
Class A Basic$2.48
 $2.26
 $1.64
$4.94
 $4.67
 $3.06
Class B Basic$2.26
 $2.04
 $1.48
$4.45
 $4.24
 $2.79
Diluted$2.37
 $2.12
 $1.58
$4.79
 $4.53
 $2.95
Approximately 1 million of our stock-based compensation shares were antidilutive for fiscal 2017. We had no stock-based compensation shares that were antidilutive for fiscal 2016 and approximately 45 million of our stock-based compensation shares that were antidilutive for fiscal 2014, no stock-based compensation shares that were antidilutive for fiscal 2013 and approximately 4 million of our stock-based compensation shares that were antidilutive for fiscal 2012.2015. These shares were not included in the dilutive earnings per share calculation.
We have two classes of capital stock, Class A stock and Class B stock. Cash dividends cannot be paid to holders of Class B stock unless they are simultaneously paid to holders of Class A stock. The per share amount of cash dividends paid to holders of Class B stock cannot exceed 90% of the cash dividends paid to holders of Class A stock.
We allocate undistributed earnings based upon a 1 to 0.9 ratio per share to Class A stock and Class B stock, respectively. We allocate undistributed earnings based on this ratio due to historical dividend patterns, voting control of Class B shareholders and contractual limitations of dividends to Class B stock.

65




NOTE 12: DERIVATIVE FINANCIAL INSTRUMENTS
Our business operations give rise to certain market risk exposures mostly due to changes in commodity prices, foreign currency exchange rates and interest rates. We manage a portion of these risks through the use of derivative financial instruments primarily futures and options, to reduce our exposure to commodity price risk, foreign currency risk and interest rate risk. Forwards on various commodities, including grains, livestock and energy, are primarily entered into to manage the price risk associated with forecasted purchases of these inputs used in our production processes. Foreign exchange forward contracts are entered into to manage the fluctuations in foreign currency exchange rates, primarily as a result of certain receivable and payable balances. We also periodically utilize interest rate swaps to manage interest rate risk associated with our variable-rate borrowings.
Our risk management programs are periodically reviewed by our Board of Directors’Directors' Audit Committee. These programs are monitored by senior management and may be revised as market conditions dictate. Our current risk management programs utilize industry-standard models that take into account the implicit cost of hedging. Risks associated with our market risks and those created by derivative instruments and the fair values are strictly monitored, using Value-at-Riskvalue-at-risk and stress tests. Credit risks associated with our derivative contracts are not significant as we minimize counterparty concentrations, utilize margin accounts or letters of credit, and deal with credit-worthy counterparties. Additionally, our derivative contracts are mostly short-term in duration and we generally do not make use of credit-risk-related contingent features. No significant concentrations of credit risk existed at September 27, 201430, 2017.
We had the following aggregated outstanding notional amounts related to our derivative financial instruments:
    in millions, except soy meal tons 
  Metric September 30, 2017
 October 1, 2016
Corn Bushels 55
 50
Soy Meal Tons 475,200
 389,700
Live Cattle Pounds 211
 28
Lean Hogs Pounds 240
 158
Foreign Currency United States dollar 58
 38
We recognize all derivative instruments as either assets or liabilities at fair value in the Consolidated Balance Sheets, with the exception of normal purchases and normal sales expected to result in physical delivery. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, we designate the hedging instrument based upon the exposure being hedged (i.e., cash flow hedge or fair value hedge). We qualify, or designate, a derivative financial instrument as a hedge when contract terms closely mirror those of the hedged item, providing a high degree of risk reduction and correlation. If a derivative instrument is accounted for as a hedge, depending on the nature of the hedge, changes in the fair value of the instrument either will be offset against the change in fair value of the hedged assets, liabilities or firm commitments through earnings, or be recognized in other comprehensive income (loss) (OCI) until the hedged item is recognized in earnings. The ineffective portion of an instrument’s change in fair value is recognized in earnings immediately. We designate certain forward contracts as follows:
Cash Flow Hedges – include certain commodity forward and option contracts of forecasted purchases (i.e., grains) and certain foreign exchange forward contracts.
Fair Value Hedges – include certain commodity forward contracts of firm commitments (i.e., livestock).
Cash flow hedges
Derivative instruments such as futures and options, are designated as hedges against changes in the amount of future cash flows related to procurement of certain commodities utilized in our production processes. We do not purchase forward and option commodity contracts in excess of our physical consumption requirements and generally do not hedge forecasted transactions beyond 18 months. The objective of these hedges is to reduce the variability of cash flows associated with the forecasted purchase of those commodities. For the derivative instruments we designate and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is reported as a component of OCIother comprehensive income (OCI) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses representing hedge ineffectiveness are recognized in earnings in the current period. Ineffectiveness related to our cash flow hedges was not significant during fiscal 2014, 20132017, 2016 and 2012.
We had the following aggregated notional values of outstanding forward and option contracts accounted for as cash flow hedges:
    in millions, except soy meal tons 
  Metric September 27, 2014
 September 28, 2013
Commodity:      
Corn Bushels 
 5
Soy Meal Tons 2,300
 96,800
Foreign Currency United States dollar $1
 $60
2015. As of September 27, 2014,30, 2017, the net amounts expected to be reclassified into earnings within the next 12 months are pretax losses of $4 million related to grain.$2 million. During fiscal 2014, 20132017, 2016 and 2012,2015, we did not reclassify significant pretax gains/losses into earnings as a result of the discontinuance of cash flow hedges due to the probability the original forecasted transaction would not occur by the end of the originally specified time period or within the additional period of time allowed by generally accepted accounting principles.hedges.


66



The following table sets forth the pretax impact of cash flow hedge derivative instruments in the Consolidated Statements of Income:
        in millions         in millions 
Gain/(Loss)
Recognized in OCI
on Derivatives
  
Consolidated
Statements of Income
Classification
 
Gain/(Loss)
Reclassified from
OCI to Earnings
 
Gain (Loss)
Recognized in OCI
on Derivatives
  
Consolidated
Statements of Income
Classification
 
Gain (Loss)
Reclassified from
OCI to Earnings
 
2014
 2013
 2012
 2014
 2013
 2012
2017
 2016
 2015
 2017
 2016
 2015
Cash Flow Hedge – Derivatives designated as hedging instruments:                      
Commodity contracts$(7) $(29) $24
 Cost of Sales $(10) $(5) $(16)$(3) $(1) $(4) Cost of Sales $(4) $1
 $(7)
Foreign exchange contracts(1) (2) (8) Other Income/Expense 
 (4) 4

 
 
 Other Income/Expense 
 
 
Total$(8) $(31) $16
 $(10) $(9) $(12)$(3) $(1) $(4) $(4) $1
 $(7)


Fair value hedges
We designate certain futuresderivative contracts as fair value hedges of firm commitments to purchase livestocklive cattle for slaughter.harvesting or feeder cattle for growout production. Our objective of these hedges is to minimize the risk of changes in fair value created by fluctuations in commodity prices associated with fixed price livestock firm commitments. We had the following aggregated notional values of outstanding forward contracts entered into to hedge firm commitments which are accounted for as a fair value hedge:
      in millions
  Metric September 27, 2014
 September 28, 2013
Commodity:      
Live Cattle Pounds 427
 209
Lean Hogs Pounds 329
 384
For these derivative instruments we designate and qualify as a fair value hedge, the gain or loss on the derivative, as well as the offsetting gain or loss on the hedged item attributable to the hedged risk, are recognized in earnings in the same period. We include the gain or loss on the hedged items (i.e., livestock purchase firm commitments) in the same line item, Cost of Sales, as the offsetting gain or loss on the related livestock forward position.
  in millions 
  
Consolidated
Statements of Income
Classification
 2014
 2013
 2012
Gain/(Loss) on forwards Cost of Sales $(154) $21
 $47
Gain/(Loss) on purchase contract Cost of Sales 154
 (21) (47)
  in millions 
  
Consolidated
Statements of Income
Classification
 2017
 2016
 2015
Gain (Loss) on forwards Cost of Sales $(20) $89
 $17
Gain (Loss) on purchase contract Cost of Sales 20
 (89) (17)
Ineffectiveness related to our fair value hedges was not significant during fiscal 2014, 20132017, 2016 and 2012.2015.
Undesignated positions
In addition to our designated positions, we also hold forward and optionderivative contracts for which we do not apply hedge accounting. These include certain derivative instruments related to commodities price risk, including grains, livestock, energy and foreign currency risk. We mark these positions to fair value through earnings at each reporting date. We generally do not enter into undesignated positions beyond 18 months.
The objective of our undesignated grains, livestock and energy commodity positions is to reduce the variability of cash flows associated with the forecasted purchase of certain grains, energy and livestock inputs to our production processes. We also enter into certain forward sales of boxed beef and boxed pork and forward purchases of cattle and hogs at fixed prices. The fixed price sales contracts lock in the proceeds from a future sale and the fixed cattle and hog purchases lock in the cost. However, the cost of the livestock and the related boxed beef and boxed pork market prices at the time of the sale or purchase could vary from this fixed price. As we enter into fixed forward sales of boxed beef and boxed pork and forward purchases of cattle and hogs, we also enter into the appropriate number of livestock options and futures positions to mitigate a portion of this risk. Changes in market value of the open livestock options and futures positions are marked to market and reported in earnings at each reporting date, even though the economic impact of our fixed prices being above or below the market price is only realized at the time of sale or purchase. These positions generally do not qualify for hedge treatment due to location basis differences between the commodity exchanges and the actual locations when we purchase the commodities.

67



We have a foreign currency cash flow hedging program to hedge portions of forecasted transactions denominated in foreign currencies, primarily with forward and option contracts, to protect against the reduction in value of forecasted foreign currency cash flows. Our undesignated foreign currency positions generally would qualify for cash flow hedge accounting. However, to reduce earnings volatility, we normally will not elect hedge accounting treatment when the position provides an offset to the underlying related transaction that impacts current earnings.
We had the following aggregate outstanding notional values related to our undesignated positions:
    in millions, except soy meal tons 
  Metric September 27, 2014
 September 28, 2013
Commodity:      
Corn Bushels 
 69
Soy Meal Tons 195,800
 204,600
Soy Oil Pounds 3
 11
Live Cattle Pounds 22
 60
Lean Hogs Pounds 22
 159
Foreign Currency United States dollars $108
 $95
The following table sets forth the pretax impact of the undesignated derivative instruments in the Consolidated Statements of Income:
 in millions    in millions 
 
Consolidated
Statements of Income
Classification
 
Gain/(Loss)
Recognized
in Earnings
  
Consolidated
Statements of Income
Classification
 
Gain (Loss)
Recognized
in Earnings
 
 2014
 2013
 2012
 2017
 2016
 2015
Derivatives not designated as hedging instruments:            
Commodity contracts Sales $75
 $(10) $(10) Sales $111
 $(73) $(62)
Commodity contracts Cost of Sales (136) (24) 51
 Cost of Sales (95) 17
 (33)
Foreign exchange contracts Other Income/Expense 
 2
 
 Other Income/Expense 
 2
 (4)
Total $(61) $(32) $41
 $16
 $(54) $(99)

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The following table sets forth the fair value of all outstanding derivative instruments outstanding in the Consolidated Balance Sheets:
 in millions 
 Fair Value
 September 27, 2014
 September 28, 2013
Derivative Assets:   
Derivatives designated as hedging instruments:   
Commodity contracts$17
 $4
Foreign exchange contracts
 1
Total derivative assets – designated17
 5
    
Derivatives not designated as hedging instruments:   
Commodity contracts42
 25
Foreign exchange contracts
 2
Total derivative assets – not designated42
 27
    
Total derivative assets$59
 $32
Derivative Liabilities:   
Derivatives designated as hedging instruments:   
Commodity contracts$78
 $29
Foreign exchange contracts
 
Total derivative liabilities – designated78
 29
    
Derivatives not designated as hedging instruments:   
Commodity contracts80
 72
Foreign exchange contracts2
 1
Total derivative liabilities – not designated82
 73
    
Total derivative liabilities$160
 $102
Our derivative assets and liabilities are presented in our Consolidated Balance Sheets on a net basis. We net derivative assets and liabilities, including cash collateral when a legally enforceable master netting arrangement exists between the counterparty to a derivative contract and us. See Note 13: Fair Value Measurements for a reconciliation to amounts reported in the Consolidated Balance Sheets are included in Other current assets and Other current liabilities.Note 13: Fair Value Measurements.
NOTE 13: FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy contains three levels as follows:
Level 1 — Unadjusted quoted prices available in active markets for the identical assets or liabilities at the measurement date.
Level 2 — Other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly, including:
Quoted prices for similar assets or liabilities in active markets;
Quoted prices for identical or similar assets in non-active markets;
Inputs other than quoted prices that are observable for the asset or liability; and
Inputs derived principally from or corroborated by other observable market data.
Level 3 — Unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions.

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Assets and Liabilities Measured at Fair Value on a Recurring Basis
The fair value hierarchy requires the use of observable market data when available. In instances where the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input significant to the fair value measurement in its entirety. Our assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability.
The following tables set forth by level within the fair value hierarchy our financial assets and liabilities accounted for at fair value on a recurring basis according to the valuation techniques we used to determine their fair values:
      in millions         in millions
September 27, 2014Level 1
 Level 2
 Level 3
 Netting (a)
 Total
September 30, 2017Level 1
 Level 2
 Level 3
 Netting (a)
 Total
Assets:                  
Commodity Derivatives$
 $59
 $
 $(50) $9
Foreign Exchange Forward Contracts
 
 
 
 
Derivative Financial Instruments:         
Designated as hedges$
 $10
 $
 $(1) $9
Undesignated
 24
 
 (3) 21
Available for Sale Securities:                  
Current
 1
 
 
 1

 2
 1
 
 3
Non-current1
 24
 67
 
 92

 45
 50
 
 95
Deferred Compensation Assets15
 218
 
 
 233
23
 272
 
 
 295
Total Assets$16
 $302
 $67
 $(50) $335
$23
 $353
 $51
 $(4) $423
                  
Liabilities:                  
Commodity Derivatives$
 $158
 $
 $(148) $10
Foreign Exchange Forward Contracts
 2
 
 
 2
Derivative Financial Instruments:         
Designated as hedges$
 $9
 $
 $(9) $
Undesignated
 21
 
 (17) 4
Total Liabilities$
 $160
 $
 $(148) $12
$
 $30
 $
 $(26) $4
                  
September 28, 2013Level 1
 Level 2
 Level 3
 Netting (a)
 Total
October 1, 2016Level 1
 Level 2
 Level 3
 Netting (a)
 Total
Assets:                  
Commodity Derivatives$
 $29
 $
 $(21) $8
Foreign Exchange Forward Contracts
 3
 
 (1) 2
Derivative Financial Instruments:         
Designated as hedges$
 $72
 $
 $(27) $45
Undesignated
 38
 
 (34) 4
Available for Sale Securities:                  
Current
 1
 
 
 1

 2
 2
 
 4
Non-current4
 24
 65
 
 93

 38
 55
 
 93
Deferred Compensation Assets23
 191
 
 
 214
18
 236
 
 
 254
Total Assets$27
 $248
 $65
 $(22) $318
$18
 $386
 $57
 $(61) $400
                  
Liabilities:                  
Commodity Derivatives$
 $101
 $
 $(101) $
Foreign Exchange Forward Contracts
 1
 
 
 1
Derivative Financial Instruments:         
Designated as hedges$
 $1
 $
 $(1) $
Undesignated
 68
 
 (68) 
Total Liabilities$
 $102
 $
 $(101) $1
$
 $69
 $
 $(69) $
(a)
Our derivative assets and liabilities are presented in our Consolidated Balance Sheets on a net basis. We net derivative assets and liabilities, including cash collateral,basis when a legally enforceable master netting arrangement exists between the counterparty to a derivative contract and us. At September 27, 2014,30, 2017, and September 28, 2013,October 1, 2016, we had $22 million and $8 million, respectively, of cash collateral posted with various counterparties $98 million and $79 million, respectively, of cash collateral related to our commodity derivativeswhere master netting arrangements exist and held no cash collateral.

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The following table provides a reconciliation between the beginning and ending balance of debt securities measured at fair value on a recurring basis in the table above that used significant unobservable inputs (Level 3):
  in millions
  in millions
September 27, 2014
 September 28, 2013
September 30, 2017
 October 1, 2016
Balance at beginning of year$65
 $86
$57
 $61
Total realized and unrealized gains (losses):      
Included in earnings
 1

 
Included in other comprehensive income (loss)
 
(1) 
Purchases25
 19
13
 12
Issuances
 

 
Settlements(23) (41)(18) (16)
Balance at end of year$67
 $65
$51
 $57
Total gains (losses) for the periods included in earnings attributable to the change in unrealized gains (losses) relating to assets and liabilities still held at end of year$
 $
$
 $
The following methods and assumptions were used to estimate the fair value of each class of financial instrument:
Derivative Assets and Liabilities: Our commodities and foreign exchange forward contractsderivative financial instruments primarily include exchange-traded and over-the-counter contracts which are further described in Note 12: Derivative Financial Instruments. We record our commodity derivativesderivative financial instruments at fair value using quoted market prices adjusted for credit and non-performance risk and internal models that use as their basis readily observable market inputs including current and forward commodity market prices. Our foreign exchange forward contracts are recorded at fair value based on quoted prices and spot and forward currency prices adjusted for credit and non-performance risk. We classify these instruments in Level 2 when quoted market prices can be corroborated utilizing observable current and forward commodity market prices on active exchanges or observable market transactions of spot currency rates and forward currency prices.transactions.
Available for Sale Securities: Our investments in marketable debt securities are classified as available-for-sale and are reported at fair value based on pricing models and quoted market prices adjusted for credit and non-performance risk. Short-term investments with maturities of less than 12 months are included in Other current assets in the Consolidated Balance Sheets and primarily include certificates of deposit and commercial paper. All other marketable debt securities are included in Other Assets in the Consolidated Balance Sheets and have maturities ranging up to 3532 years. We classify our investments in U.S.United States government, U.S.United States agency, certificates of deposit and commercial paper debt securities as Level 2 as fair value is generally estimated using discounted cash flow models that are primarily industry-standard models that consider various assumptions, including time value and yield curve as well as other readily available relevant economic measures. We classify certain corporate, asset-backed and other debt securities as Level 3 as there is limited activity or less observable inputs into valuation models, including current interest rates and estimated prepayment, default and recovery rates on the underlying portfolio or structured investment vehicle. Significant changes to assumptions or unobservable inputs in the valuation of our Level 3 instruments would not have a significant impact to our consolidated financial statements.
        in millions         in millions 
September 27, 2014 September 28, 2013September 30, 2017 October 1, 2016
Amortized
Cost Basis

 
Fair
Value

 
Unrealized
Gain/(Loss)

 
Amortized
Cost Basis

 
Fair
Value

 
Unrealized
Gain/(Loss)

Amortized
Cost Basis

 
Fair
Value

 
Unrealized
Gain/(Loss)

 
Amortized
Cost Basis

 
Fair
Value

 
Unrealized
Gain/(Loss)

Available for Sale Securities:                      
Debt Securities:                      
U.S. Treasury and Agency$25
 $25
 $
 $25
 $25
 $
United States Treasury and Agency$47
 $47
 $
 $40
 $40
 $
Corporate and Asset-Backed65
 67
 2
 64
 65
 1
51
 51
 
 56
 57
 1
Equity Securities:           
Common Stock and Warrants (a)1
 1
 
 9
 4
 (5)
 
(a)
At September 27, 2014, the amortized cost basis for Equity Securities had been reduced by accumulated other than temporary impairment of approximately $2 million.

71




Unrealized holding gains (losses), net of tax, are excluded from earnings and reported in OCI until the security is settled or sold. On a quarterly basis, we evaluate whether losses related to our available-for-sale securities are temporary in nature. Losses on equity securities are recognized in earnings if the decline in value is judged to be other than temporary. If losses related to our debt securities are determined to be other than temporary, the loss would be recognized in earnings if we intend, or more likely than not will be required, to sell the security prior to recovery. For debt securities in which we have the intent and ability to hold until maturity, losses determined to be other than temporary would remain in OCI, other than expected credit losses which are recognized in earnings. We consider many factors in determining whether a loss is temporary, including the length of time and extent to which the fair value has been below cost, the financial condition and near-term prospects of the issuer and our ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery. We recognized $6 million ofno other than temporary impairment in earnings for the year ended September 27, 2014, which is recorded in the Consolidated Statements of Income in Other, net.fiscal 2017 and fiscal 2016. No other than temporary losses were deferred in OCI as of September 27, 201430, 2017, and September 28, 2013October 1, 2016.
Deferred Compensation Assets: We maintain non-qualified deferred compensation plans for certain executives and other highly compensated employees. Investments are generally maintained within a trust and include money market funds, mutual funds and life insurance policies. The cash surrender value of the life insurance policies is invested primarily in mutual funds. The investments are recorded at fair value based on quoted market prices and are included in Other Assets in the Consolidated Balance Sheets. We classify the investments which have observable market prices in active markets in Level 1 as these are generally publicly-traded mutual funds. The remaining deferred compensation assets are classified in Level 2, as fair value can be corroborated based on observable market data. Realized and unrealized gains (losses) on deferred compensation are included in earnings.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
In addition to assets and liabilities that are recorded at fair value on a recurring basis, we record assets and liabilities at fair value on a nonrecurring basis. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges.
In the fourth quarter of fiscal 2014,2017, we recorded an impairment charge totaling $45 million, related to one of the non-protein businesses held for sale, due to a revised estimate of the business’ fair value based on current expected net sales proceeds. The impairment charge was recorded in Cost of Sales in our Consolidated Statement of Income for fiscal 2017, and consisted of Goodwill and Intangible Assets previously classified within Assets held for sale. Our valuation included unobservable Level 3 inputs and was based on expected sales proceeds following a competitive bidding process.
In the second quarter of fiscal 2017, we recorded a $52 million impairment charge related to the closure of threeour San Diego Prepared Foods plants,operation. The impairment was comprised of $43 million of property, plant and equipment, $8 million of definite lived intangibles assets and $1 million of other assets. This charge, of which is recorded$44 million was included in the Consolidated Statements of Income in Cost of Sales and $8 million was included in the Prepared Foods segment.Consolidated Statements of Income in Selling, General and Administrative, was triggered by a change in a co-manufacturing contract and ongoing losses. Our valuation of these assets was primarily based on discounted cash flows and relief-from-royalty models, which included unobservable Level 3 inputs.
We did not have any significant measurements of assets or liabilities at fair value on a nonrecurring basis subsequent to their initial recognition during fiscal 2016.
In fiscal 2015, to better align our overall production capacity with then-current cattle supplies, we ceased beef operations at our Denison, Iowa, plant. As a result, we recorded a $12 million closure and impairment charges during the fourth quarter of fiscal 2015. These charges impacted the Beef segment’s operating income and were reflected in Cost of Sales in our Consolidated Statements of Income. Our valuation of these assets was primarily based on discounted cash flow models which included unobservable Level 3 inputs.
On July 28, 2014, we announced our plan to sell our Brazil operation. As a result,In fiscal 2015, we recorded a $39$59 million chargeimpairment and other related charges associated with a Prepared Foods project designed to impair its assetsoptimize the combined Tyson and Hillshire Brands network capacity and to its fair valueenhance manufacturing efficiencies for the future. These charges were reflected in the Prepared Foods segment’s operating income, of $144 million. The impairment chargewhich $49 million was recordedincluded in the Consolidated Statements of Income in Cost of Sales and $10 million was included in the International segment. TheConsolidated Statements of Income in Selling, General and Administrative. Our valuation of these assets was primarily based on discounted cash flow models which included unobservable Level 3 inputs.
Following the sale of our Mexico and Brazil chicken operations in fiscal 2015, we reviewed our long-term business strategy and outlook for the remaining international businesses, which operations include our chicken production operations in China and India. We assessed our Chinese operation for a potential impairment in fiscal 2015 and as a result of this evaluation, we recorded a $169 million charge to impair its long-lived assets to their fair value usedand to determinefully impair its goodwill. The China operation is included in Other for segment reporting and the impairment was based uponincluded in Cost of Sales in the contracted sales price.Consolidated Statements of Income. This impairment was comprised of $126 million of property, plant and equipment, $23 million of goodwill and $20 million of other assets. We utilized a discounted cash flow analysis which included unobservable Level 3 inputs.



Other Financial Instruments
Fair value of our debt is principally estimated using Level 2 inputs based on quoted prices for those or similar instruments. Fair value and carrying value for our debt are as follows:
     in millions 
 September 27, 2014 September 28, 2013
 
Fair
Value

 
Carrying
Value

 
Fair
Value

 
Carrying
Value

Total Debt$8,347
 $8,178
 $2,541
 $2,408
     in millions 
 September 30, 2017 October 1, 2016
 
Fair
Value

 
Carrying
Value

 
Fair
Value

 
Carrying
Value

Total Debt$10,591
 $10,203
 $6,698
 $6,279
Concentrations of Credit Risk
Our financial instruments exposed to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Our cash equivalents are in high quality securities placed with major banks and financial institutions. Concentrations of credit risk with respect to receivables are limited due to the large number of customers and their dispersion across geographic areas. We perform periodic credit evaluations of our customers’ financial condition and generally do not require collateral. At September 27, 201430, 2017, and September 28, 2013October 1, 2016, 18.6% and 17.5%18.9%, respectively, of our net accounts receivable balance was due from Wal-Mart Stores, Inc. No other single customer or customer group represented greater than 10% of net accounts receivable.

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NOTE 14: STOCK-BASED COMPENSATION
We issue shares under our stock-based compensation plans by issuing Class A stock from treasury. The total number of shares available for future grant under the Tyson Foods, Inc. 2000 Stock Incentive Plan (Incentive Plan) was 30,428,18618,094,438 at September 27, 201430, 2017.
Stock Options
Shareholders approved the Incentive Plan in January 2001. The Incentive Plan is administered by the Compensation and Leadership Development Committee of the Board of Directors (Compensation Committee). The Incentive Plan includes provisions for granting incentive stock options for shares of Class A stock at a price not less than the fair value at the date of grant. Nonqualified stock options may be granted at a price equal to or more than the fair value of Class A stock on the date the option is granted. Stock options under the Incentive Plan generally become exercisable ratably over three years from the date of grant and must be exercised within 10 years from the date of grant. Our policy is to recognize compensation expense on a straight-line basis over the requisite service period for the entire award.
 
Shares Under
Option

 
Weighted
Average Exercise
Price Per Share

 
Weighted Average
Remaining
Contractual Life
(in Years)
 
Aggregate
Intrinsic Value
(in millions)

Outstanding, September 28, 201313,912,168
 $16.59
    
Exercised(4,168,070) 16.13
    
Canceled(270,989) 23.79
    
Granted4,251,300
 31.82
    
Outstanding, September 27, 201413,724,409
 $21.30
 7.0 $226
        
Exercisable, September 27, 20146,866,204
 $16.35
 5.3 $147
 
Shares Under
Option

 
Weighted
Average Exercise
Price Per Share

 
Weighted Average
Remaining
Contractual Life
(in Years)
 
Aggregate
Intrinsic Value
(in millions)

Outstanding, October 1, 201611,191,656
 $33.74
    
Exercised(5,172,485) 31.17
    
Forfeited or expired(87,361) 53.18
    
Granted1,615,708
 58.34
    
Outstanding, September 30, 20177,547,518
 40.54
 7.0 $226
        
Exercisable, September 30, 20174,152,777
 $32.15
 6.0 $159
We generally grant stock options once a year. The weighted average grant-date fair value of options granted in fiscal 20142017, 20132016 and 20122015 was $10.83, $6.44$13.42, $11.47 and $6.9911.51, respectively. The fair value of each option grant is established on the date of grant using a binomial lattice method. We use historical volatility for a period of time comparable to the expected life of the option to determine volatility assumptions. Expected life is calculated based on the contractual term of each grant and takes into account the historical exercise and termination behavior of participants. Risk-free interest rates are based on the five-year Treasury bond rate. Assumptions as of the grant date used in the fair value calculation of each year’s grants are outlined in the following table.
2014
 2013
 2012
2017
 2016
 2015
Expected life (in years)6.0
 6.2
 6.7
5.4
 6.4
 6.1
Risk-free interest rate1.3% 0.7% 0.9%1.8% 1.6% 1.6%
Expected volatility36.0% 36.8% 36.6%24.7% 24.8% 26.7%
Expected dividend yield1.0% 1.0% 1.0%1.3% - 1.4%
 1.2% - 2.6%
 1.0%


We recognized stock-based compensation expense related to stock options, net of income taxes, of $20$22 million,, $14 $23 million and $15$27 million for fiscal 2014, 20132017, 2016 and 2012,2015, respectively. The related tax benefit for fiscal 2014, 20132017, 2016 and 20122015 was $13$14 million,, $9 $15 million and $10$17 million,, respectively. We had 4.84.1 million,, 3.9 3.8 million and 3.43.8 million options vest in fiscal 2014, 20132017, 2016 and 2012,2015, respectively, with a grant date fair value of $30$47 million,, $22 $38 million and $17$32 million,, respectively.
In fiscal 2014, 20132017, 2016 and 2012,2015, we received cash of $67$154 million,, $123 $128 million and $34$84 million,, respectively, for the exercise of stock options. Shares are issued from treasury for stock option exercises. The related tax benefit realized from stock options exercised during fiscal 2014, 20132017, 2016 and 2012,2015, was $33$65 million,, $35 $80 million and $7$30 million,, respectively. The total intrinsic value of options exercised in fiscal 2014, 20132017, 2016 and 2012,2015, was $87$164 million,, $90 $204 million and $21$79 million,, respectively. Cash flows resulting from tax deductions in excess of the compensation cost of those options (excess tax deductions) are classified as financing cash flows. We realized $24$42 million,, $18 $58 million and $3$19 million related to excess tax deductions during fiscal 20142017, 20132016 and 20122015, respectively.
As of September 27, 201430, 2017, we had $35$15 million of total unrecognized compensation cost related to stock option plans that will be recognized over a weighted average period of 1.4 years.1 year.

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Restricted Stock
We issue restricted stock at the market value as of the date of grant, with restrictions expiring over periods through fiscal 2017.2019. Unearned compensation is recognized over the vesting period for the particular grant using a straight-line method.
Number of Shares
 
Weighted
Average Grant-
Date Fair Value
Per Share

 
Weighted Average
Remaining
Contractual Life
(in Years)
 
Aggregate
Intrinsic Value
(in millions)

Number of Shares
 
Weighted
Average Grant-
Date Fair Value
Per Share

 
Weighted Average
Remaining
Contractual Life
(in Years)
 
Aggregate
Intrinsic Value
(in millions)

Nonvested, September 28, 20131,138,699
 $16.86
  
Nonvested, October 1, 20161,602,866
 $43.45
  
Granted423,453
 31.98
  734,954
 58.96
  
Dividends9,225
 37.14
  25,751
 50.64
  
Vested(584,360) 17.66
  (506,773) 37.64
  
Forfeited(48,073) 20.83
  (141,698) 52.02
  
Nonvested, September 27, 2014938,944
 $23.18
 1.2 $35
Nonvested, September 30, 20171,715,100
 $51.21
 1.3 $121
As of September 27, 201430, 2017, we had $10$38 million of total unrecognized compensation cost related to restricted stock awards that will be recognized over a weighted average period of 1.22 years.
We recognized stock-based compensation expense related to restricted stock, net of income taxes, of $6$18 million,, $5 $14 million and $7$9 million for fiscal 2014, 20132017, 2016 and 2012,2015, respectively. The related tax benefit for fiscal 2014, 20132017, 2016 and 20122015 was $4$11 million,, $3 $9 million and $4$6 million,, respectively. We had 0.60.5 million, 1.40.2 million and 1.20.5 million restricted stock awards vest in fiscal 2014, 20132017, 2016 and 2012,2015, respectively, with a grant date fair value of $11$19 million,, $20 $4 million and $17$10 million,, respectively.
Performance-Based Shares
We award performance-based shares of our Class A stock to certain senior executives.employees. These awards are typically granted once a year. Performance-based shares vest based upon the passage of time and the achievement of performance or market performance criteria, ranging from 0% to 200%, as determined by the Compensation Committee prior to the date of the award. Vesting periods for these awards are generally three years. We review progress toward the attainment of the performance criteria each quarter during the vesting period. When it is probable the minimum performance criteria for an award will be achieved, we begin recognizing the expense equal to the proportionate share of the total fair value of the Class A stock price on the grant date. The total expense recognized over the duration of performance awards will equal the Class A stock price on the date of grant multiplied by the number of shares ultimately awarded based on the level of attainment of the performance criteria. For grants with market performance criteria, the fair value is determined on the grant date and is calculated using the same inputs for expected volatility, expected dividend yield, and risk-free rate as stock options, noted above, with a duration of three years. The total expense recognized over the duration of the award will equal the fair value, as determined on the grant date, regardless if the market performance criteria is met.


The following table summarizes the performance-based shares at the maximum award amounts based upon the respective performance share agreements. Actual shares that will vest depend on the level of attainment of the performance-based criteria.
Number of Shares
 
Weighted
Average Grant-
Date Fair Value
Per Share

 
Weighted Average
Remaining
Contractual Life
(in Years)
Number of Shares
 
Weighted
Average Grant-
Date Fair Value
Per Share

 
Weighted Average
Remaining
Contractual Life
(in Years)
 
Aggregate
Intrinsic Value
(in millions)

Nonvested, September 28, 20131,001,310
 $20.99
 
Nonvested, October 1, 20162,147,069
 $48.15
  
Granted585,418
 35.66
 965,687
 47.73
  
Vested(42,282) 16.26
 (389,797) 18.62
  
Forfeited(140,843) 23.68
 (565,844) 38.05
  
Nonvested, September 27, 20141,403,603
 $26.77
 1.5
Nonvested, September 30, 20172,157,115
 $38.92
 1.3 $152
We recognized stock-based compensation expense related to performance shares, net of income taxes, of $3.8$16 million,, $2.4 $11 million and $0.2$5 million for fiscal 2014, 20132017, 2016 and 2012,2015, respectively. The related tax benefit for fiscal 2014, 20132017, 2016 and 20122015 was $2.5$10 million,, $1.5 $7 million and $0.1$3 million,, respectively. As of September 27, 2014,30, 2017, we had $9$33 million of total unrecognized compensation based upon our progress toward the attainment of criteria related to performance-based share awards that will be recognized over a weighted average period of 1.52 years.

74



NOTE 15: PENSIONS AND OTHER POSTRETIREMENT BENEFITS
At September 27, 2014,30, 2017, we had nine defined benefit pension plans consisting of six funded qualified plans, which are all frozen and noncontributory, and three unfunded non-qualified plans. In regards to our qualified plans, five are frozen and noncontributory. The benefits provided under these plans are based on a formula using years of service and either a specified benefit rate or compensation level. The non-qualified defined benefit plans are for certain contracted officers and use a formula based on years of service and final average salary. We also have other postretirement benefit plans for which substantially all of our employees may receive benefits if they satisfy applicable eligibility criteria. The postretirement healthcare plans are contributory with participants’ contributions adjusted when deemed necessary.
We have defined contribution retirement programs for various groups of employees. We recognized expenses of $53$78 million,, $50 $67 million and $47$62 million in fiscal 2014, 20132017, 2016 and 2012,2015, respectively.
We use a fiscal year end measurement date for our defined benefit plans and other postretirement plans. We recognize the effect of actuarial gains and losses into earnings immediately for other postretirement plans rather than amortizing the effect over future periods.
Other postretirement benefits include postretirement medical costs and life insurance.
In the second quarter of fiscal 2017, we issued a notice of intent to terminate two of our qualified pension plans with a termination date of April 30, 2017. The settlements of the terminated plans are expected to occur in the fourth quarter of fiscal 2018 or the first quarter of fiscal 2019, through purchased annuities. Since the amount of the settlement depends on a number of factors determined as of the liquidation date, including the annuity pricing interest rate environment and asset experience, we are currently unable to determine the ultimate cost of the settlement. However, based on current market rates the one-time settlement charge at final liquidation is estimated to be in the range of approximately $25 million to $30 million. Contributions to purchase annuities at the time of settlement are expected to be minimal based upon the funded status of each plan at September 30, 2017.


Benefit Obligations and Funded Status
The following table provides a reconciliation of the changes in the plans’ benefit obligations, assets and funded status at September 27, 201430, 2017, and September 28, 2013October 1, 2016:
        in millions         in millions 
Pension Benefits Other PostretirementPension Benefits Other Postretirement
Qualified Non-Qualified BenefitsQualified Non-Qualified Benefits
2014
 2013
 2014
 2013
 2014
 2013
2017
 2016
 2017
 2016
 2017
 2016
Change in benefit obligation                      
Benefit obligation at beginning of year$86
 $101
 $85
 $81
 $71
 $64
$1,554
 $1,785
 $222
 $201
 $36
 $114
Service cost1
 
 7
 5
 2
 2
2
 8
 11
 6
 1
 1
Interest cost10
 4
 5
 3
 3
 2
57
 65
 8
 9
 1
 3
Plan amendments
 
 
 
 
 (58)
Plan participants’ contributions
 
 
 
 1
 1

 
 
 
 
 1
Actuarial (gain)/loss(37) (9) 15
 (2) (8) 7
(52) 21
 1
 16
 (1) (15)
Benefits paid(11) (10) (3) (2) (6) (5)(84) (339) (12) (10) (4) (10)
Business acquisition1,800
 
 73
 
 100
 
Other
 14
 
 
 
 
Benefit obligation at end of year1,849
 86
 182
 85
 163
 71
1,477
 1,554
 230
 222
 33
 36
Change in plan assets                      
Fair value of plan assets at beginning of year85
 86
 
 
 
 
1,440
 1,576
 
 
 
 
Actual return on plan assets(36) 3
 
 
 
 
115
 135
 
 
 
 
Employer contributions6
 6
 3
 2
 5
 4
41
 54
 12
 10
 4
 9
Plan participants’ contributions
 
 
 
 1
 1

 
 
 
 
 1
Benefits paid(11) (10) (3) (2) (6) (5)(84) (339) (12) (10) (4) (10)
Business acquisition1,603
 
 3
 
 
 
Other
 14
 
 
 
 
Fair value of plan assets at end of year1,647
 85
 3
 
 
 
1,512
 1,440
 
 
 
 
Funded status$(202) $(1) $(179) $(85) $(163) $(71)$35
 $(114) $(230) $(222) $(33) $(36)

75



Amounts recognized in the Consolidated Balance Sheets consist of:
         in millions 
 Pension Benefits Other Postretirement
 Qualified Non-Qualified Benefits
 2014
 2013
 2014
 2013
 2014
 2013
Other current liabilities$
 $
 $(5) $
 $(7) $
Other liabilities(202) (1) (174) (85) (156) (71)
Accumulated other comprehensive (income)/loss:           
   Actuarial loss39
 30
 36
 23
 
 
   Prior service cost/(credit)
 
 
 
 (2) (3)
Net amount recognized$(163) $29
 $(143) $(62) $(165) $(74)
         in millions 
 Pension Benefits Other Postretirement
 Qualified Non-Qualified Benefits
 2017
 2016
 2017
 2016
 2017
 2016
Other assets$44
 $
 $
 $
 $
 $
Other current liabilities
 
 (11) (9) (3) (4)
Other liabilities(9) (114) (219) (213) (30) (32)
Total assets (liabilities)$35
 $(114) $(230) $(222) $(33) $(36)


At Amounts recognized in Accumulated Other Comprehensive Income consist of:
         in millions 
 Pension Benefits Other Postretirement
 Qualified Non-Qualified Benefits
 2017
 2016
 2017
 2016
 2017
 2016
Accumulated other comprehensive (income)/loss:           
   Actuarial (gain) loss$(94) $17
 $50
 $55
 $
 $
   Prior service (credit) (a)
 
 
 
 (73) (98)
Total accumulated other comprehensive (income)/loss:$(94) $17
 $50
 $55
 $(73) $(98)
(a)The change in prior service credit is primarily attributed to the plan amendments to the other postretirement benefits as noted within the change in benefit obligation with remainder of the change being immaterial.
September 27, 2014, sevenWe had five and eight pension plans had an accumulated benefit obligation in excess of plan assets. At at September 28, 2013, three pension plans30, 2017, and October 1, 2016, respectively, that had an accumulated benefit obligation in excess of plan assets. Plans with accumulated benefit obligations in excess of plan assets are as follows:
    in millions     in millions 
Pension BenefitsPension Benefits
Qualified Non-QualifiedQualified Non-Qualified
2014
 2013
 2014
 2013
2017
 2016
 2017
 2016
Projected benefit obligation$1,829
 $27
 $182
 $85
$361
 $1,550
 $230
 $222
Accumulated benefit obligation1,829
 27
 172
 72
361
 1,550
 220
 207
Fair value of plan assets1,627
 26
 3
 
352
 1,436
 
 
The accumulated benefit obligation for all qualified pension plans was $1,849$1,477 million and $86$1,554 million at September 27, 2014,30, 2017, and September 28, 2013,October 1, 2016, respectively.
Net Periodic Benefit Cost (Credit)
Components of net periodic benefit cost (credit) for pension and postretirement benefit plans recognized in the Consolidated Statements of Income are as follows:
              in millions               in millions 
Pension Benefits Other PostretirementPension Benefits Other Postretirement
Qualified Non-Qualified BenefitsQualified Non-Qualified Benefits
2014
 2013
 2012
 2014
 2013
 2012
 2014
 2013
 2012
2017
 2016
 2015
 2017
 2016
 2015
 2017
 2016
 2015
Service cost$1
 $
 $
 $7
 $5
 $5
 $2
 $2
 $1
$2
 $8
 $10
 $11
 $6
 $8
 $1
 $1
 $5
Interest cost10
 4
 4
 5
 3
 3
 3
 2
 2
57
 65
 78
 8
 9
 8
 1
 3
 7
Expected return on plan assets(13) (5) (6) 
 
 
 
 
 
(59) (65) (102) 
 
 
 
 
 
Amortization of prior service cost
 
 
 
 1
 1
 
 (1) (1)
 
 
 
 
 
 (25) (20) (1)
Recognized actuarial (gain) loss, net2
 4
 3
 2
 3
 1
 (8) 7
 24
Net periodic benefit cost$
 $3
 $1
 $14
 $12
 $10
 $(3) $10
 $26
Recognized actuarial loss (gain), net1
 2
 2
 6
 5
 4
 (1) (15) 9
Recognized settlement loss (gain)2
 (12) 8
 
 
 
 
 
 (2)
Net periodic benefit cost (credit)$3
 $(2) $(4) $25
 $20
 $20
 $(24) $(31) $18
As of September 27, 201430, 2017, the amounts expected to be reclassified into earnings within the next 12 months related to net periodic benefit cost for the qualified and non-qualified pensionspension plans, excluding pending settlements, are $2$1 million and $4$4 million,, respectively. As of September 30, 2017, the amount expected to be reclassified into earnings within the next 12 months related to net periodic benefit credit for the other postretirement benefits is $25 million.

76




Assumptions
Weighted average assumptions are as follows:
Pension Benefits Other PostretirementPension Benefits Other Postretirement
Qualified Non-Qualified BenefitsQualified Non-Qualified Benefits
2014
 2013
 2012
 2014
 2013
 2012
 2014
 2013
 2012
2017
 2016
 2015
 2017
 2016
 2015
 2017
 2016
 2015
Discount rate to determine net periodic benefit cost4.37% 4.02% 4.53% 5.01% 4.23% 4.75% 4.41% 3.66% 4.09%3.72% 4.47% 4.32% 3.77% 4.41% 4.36% 3.09% 3.54% 3.97%
Discount rate to determine benefit obligations4.32% 4.77% 4.02% 4.36% 5.09% 4.23% 3.97% 4.48% 3.66%3.85% 3.72% 4.47% 3.88% 3.77% 4.41% 3.39% 3.09% 3.54%
Rate of compensation increase0.01% N/A
 N/A
 2.11% 3.50% 3.50% N/A
 N/A
 N/A
n/a
 n/a
 0.01% 2.44% 2.46% 2.31% n/a
 n/a
 n/a
Expected return on plan assets6.37% 5.44% 6.37% N/A
 N/A
 N/A
 N/A
 N/A
 N/A
4.21% 4.15% 4.61% n/a
 n/a
 n/a
 n/a
 n/a
 n/a
To determine the expected return on plan assets assumption, we first examined historical rates of return for the various asset classes within the plans. We then determined a long-term projected rate-of-return based on expected returns.
Our discount rate assumptions used to account for pension and other postretirement benefit plans reflect the rates at which the benefit obligations could be effectively settled. These were determined using a cash flow matching technique whereby the rates of a yield curve, developed from high-quality debt securities, were applied to the benefit obligations to determine the appropriate discount rate. As of September 27, 2014,30, 2017 and October 1, 2016, all pension and other postretirement benefit plans used the RP-2014 mortality tables. At September 28, 2013, the pension plans used the 2013 IRS mortality tables while the other postretirement benefit plans used either the RP-2000 or the 2013 IRS mortality tables to align with applicable participant data.
We have sixfive other postretirement benefit plans which are healthcare and life insurance related. Two of these plans, which benefit obligations totaled $22$19 million at September 27, 2014,30, 2017, were not impacted by healthcare cost trend rates as they consistone consists of fixed annual payments. The remainingpayments and one is life insurance related. Two of the healthcare plans, which benefit obligations totaled $1 million at September 30, 2017, were $141not impacted by healthcare cost trend rates due to plan amendments. The remaining plan, which the benefit obligation totaled $13 million at September 27, 2014, covering retirees who do not yet qualify for Medicare30, 2017, utilized an assumed healthcare cost trend raterates of 7.3%9.1% and those covering7.3% for retirees who qualify and do not qualify for Medicare, utilized an assumed healthcare cost trend of 6.5%.respectively. The healthcare cost trend rate will be grading down to an ultimate rate of 5.0%4.5% in 2021/2022. 2024/2025.
A one-percentage-point change in assumed health-care cost trend rates would have the following effects:
   in millions
 One Percentage Point Increase One Percentage Point Decrease
Effect on postretirement benefit obligation$17
 $13
Effect on total service and interest components2
 1
   in millions
 One Percentage Point Increase One Percentage Point Decrease
Effect on postretirement benefit obligation$1
 $1
Plan Assets
The following table sets forth the actual and target asset allocation for pension plan assets:
2014
 2013
 
Target Asset
Allocation

2017
 2016
 
Target Asset
Allocation

Cash4.9% 1.6% 0.3%1.1% 0.9% %
Fixed Income Securities80.5
 79.1
 84.9
87.4
 85.4
 91.5
U.S. Stock Funds6.0
 4.3
 5.4
United States Stock Funds3.5
 3.7
 2.4
International Stock Funds6.2
 7.3
 6.3
5.6
 6.2
 4.0
Real Estate2.0
 3.8
 2.0
2.4
 3.8
 2.1
Other0.4
 3.9
 1.1
Total100.0% 100.0% 100.0%100.0% 100.0% 100.0%
Additionally, one of our foreign subsidiary pension plans had $15$28 million and $14 million in plan assets held in an insurance trust at September 27, 2014,30, 2017, and September 28, 2013, respectively.October 1, 2016.
The plan trustees have established a set of investment objectives related to the assets of the domestic pension plans and regularly monitor the performance of the funds and portfolio managers. Objectives for the pension assets are (i) to provide growth of capital and income, (ii) to achieve a target weighted average annual rate of return competitive with funds with similar investment objectives and (iii) to diversify to reduce risk. The target asset allocations are based upon the funded status of the plans. As pension obligations become better funded, we will lower risk by increasing the allocation to fixed income.

77




As noted in the previous table, on an aggregate fair value basis, theOur domestic plan assets consist mainly of common collective trusts which are currently at approximately 81%primarily comprised of fixed income funds, equity securities and 12% equity securities.other investments. Fixed income securities can include, but are not limited to, direct bond investments, and pooled or indirect bond investments. Other investments may include, but are not limited to, international and domestic equities, real estate, commodities and private equity. Derivative instruments may also be used in concert with either fixed income or equity investments to achieve desired exposure or to hedge certain risks. Derivative instruments can include, but are not limited to, futures, options, swaps or swaptions. Our domestic plan assets also include mutual funds. We believe there are no significant concentrations of risk within our plan assets as of September 27, 2014.30, 2017.
The following tables show the categories of pension plan assets and the level under which fair values were determined in the fair value hierarchy, which is described in Note 13: Fair Value Measurements.
 in millions 
September 27, 2014Level 1
 Level 2 (a)
 Level 3 (b)
 Total
Cash and cash equivalents$79
 $
 $
 $79
Fixed Income Securities:       
Bond and fixed income funds
 377
 
 377
Corporate bonds
 680
 
 680
Government and municipal bonds
 253
 
 253
Mortgage backed securities
 
 7
 7
Total fixed income securities
 1,310
 7
 1,317
Equity Securities:      

U.S. securities funds
 84
 
 84
Non-U.S. securities funds
 101
 
 101
Commodity funds
 14
 
 14
Global real estate funds
 33
 
 33
Total equity securities
 232
 
 232
Other
 7
 
 7
Insurance Contract at Contract Value
 
 15
 15
Total plan assets$79
 $1,549
 $22
 $1,650
 in millions 
September 28, 2013Level 1
 Level 2 (a)
 Level 3 (b)
 Total
Cash and cash equivalents$1
 $
 $
 $1
Fixed Income Securities:       
Bond and fixed income funds
 56
 
 56
Corporate bonds
 
 
 
Government and municipal bonds
 
 
 
Mortgage backed securities
 
 
 
Total fixed income securities
 56
 
 56
Equity Securities:       
U.S. securities funds
 3
 
 3
Non-U.S. securities funds
 5
 
 5
Commodity funds
 
 
 
Global real estate funds
 3
 
 3
Total equity securities
 11
 
 11
Other
 
 3
 3
Insurance Contract at Contract Value
 
 14
 14
Total plan assets$1
 $67
 $17
 $85
 in millions 
September 30, 2017Level 1
 Level 2
 Level 3
 Total
Cash and cash equivalents$15
 $
 $
 $15
Insurance contract at contract value (a)
 
 28
 28
Total assets in fair value hierarchy$15
 $
 $28
 $43
Investments measured at net asset value:       
Common collective trusts (b)      1,469
Total plan assets      $1,512

78
 in millions 
October 1, 2016Level 1
 Level 2
 Level 3
 Total
Cash and cash equivalents$13
 $
 $
 $13
Insurance contract at contract value (a)
 
 28
 28
Total assets in fair value hierarchy$13
 $
 $28
 $41
Investments measured at net asset value:
 
 
 
Common collective trusts (b)

 

 

 1,399
Total plan assets

 

 

 $1,440



(a)We classify our investments in U.S. government, U.S. agency, fixed income funds, bond funds, corporate bonds, and other debt securities as Level 2 as fair value is generally estimated using discounted cash flow models that are primarily industry-standard models that consider various assumptions, including time value and yield curve as well as other readily available relevant economic measures. Funds are valued using the net asset value (NAV) provided by the trustee, which is a practical expedient to estimating fair value. The NAV is based on the fair value of the underlying investments within the funds and is determined daily.
(b)We classify certain mortgage-backed, asset-backed and insurance contracts as Level 3 as there is limited activity or less observable inputs into valuation models, including current interest rates and estimated prepayment, default and recovery rates on the underlying portfolio or structured investment vehicle. The insurance contracts are valued using the plan’s own assumptions about the assumptions market participants would use in pricing the assets based on the best information available, such as investment manager pricing. Significant changes to assumptions or unobservable inputs in the valuation of our Level 3 instruments would not have a significant impact to our consolidated financial statements.
(b)Funds that are measured at fair value using the net asset value (NAV) per share practical expedient have not been categorized in the fair value hierarchy. The amounts presented above are intended to permit reconciliation of the fair value hierarchy to the fair value of total plan assets in order to determine the amounts included in Other Assets and Other Liabilities in the Consolidated Balance Sheets.
A reconciliation of the change in the fair value measurement of the defined benefit plans’ consolidated assets using significant unobservable inputs (Level 3) is as follows:
      in millions
   in millions
Mortgage backed securities
 Other 
 Insurance contract
 Total
 Insurance contract
 Total
Balance at September 28, 2013$
 $3
 $14
 17
Balance at October 1, 2016 $28
 $28
Actual return on plan assets:      

   

Assets still held at reporting date
 
 
 
 
 
Assets sold during the period
 
 
 
 
 
Purchases, sales and settlements, net
 
 1
 1
 
 
Transfers in and/or out of Level 37
 (3) 
 4
 
 
Balance at September 27, 2014$7
 $
 $15
 $22
Balance at September 30, 2017 $28
 $28


Contributions
Our policy is to fund at least the minimum contribution required to meet applicable federal employee benefit and local tax laws. In our sole discretion, we may from time to time fund additional amounts. Expected contributions to pension plans for fiscal 20152018 are approximately $14 million.$38 million. For fiscal 2014, 20132017, 2016 and 2012,2015, we funded $9$53 million, $8$64 million and $8$14 million plans, respectively, to pension plans.
Estimated Future Benefit Payments
The following benefit payments are expected to be paid:
     in millions
 Pension Benefits Other Postretirement
 Qualified Non-Qualified Benefits
2015$108
 $8
 $12
201682
 9
 12
201785
 9
 12
201889
 9
 12
201992
 10
 12
2020-2024506
 54
 64
     in millions
 Pension Benefits Other Postretirement
 Qualified Non-Qualified Benefits
2018$82
 $11
 $3
201983
 11
 3
202083
 12
 3
202184
 12
 3
202285
 13
 3
2023-2027431
 68
 13
The above benefit payments for other postretirement benefit plans are not expected to be offset by Medicare Part D subsidies in 2015fiscal 2018.
The above 2018 benefit payments do not include anticipated payments for a plan termination within two of our qualified pension plans. The plan termination process for these plans began on April, 30, 2017, and full settlement is expected to occur in the fourth quarter of fiscal 2018 or thereafter.the first quarter of fiscal 2019.

79



Multi-Employer Plans
Additionally, we participate in a multi-employer plan that provides defined benefits to certain employees covered by collective bargaining agreements. Such plans are usually administered by a board of trustees composed of the management of the participating companies and labor representatives.
The risks of participating in multiemployermulti-employer plans are different from single-employer plans. Assets contributed to the multiemployermulti-employer plan by one employer may be used to provide benefits to employees of other participating employers. If a participating employer stops contributing to the plan, the unfunded obligation of the plan may be borne by the remaining participating employers. If we stop participating in a plan, we may be required to pay that plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability. Contributions to the pension funds were not in excess of 5% of the total plan contributions for plan year 2014. There are no contractually required minimum contributions to the plans as of September 27, 2014.2017.
The net pension cost of the plan is equal to the annual contribution determined in accordance with the provisions of negotiated labor contracts. Contributions to the plan were less than$2 million and $1 million in fiscal 2014.2017 and 2016, respectively. Assets contributed to such plans are not segregated or otherwise restricted to provide benefits only to our employees. The future cost of the plan is dependent on a number of factors including the funded status of the plan and the ability of the other participating companies to meet ongoing funding obligations.
Our participation in this multiemployermulti-employer plan for fiscal 20142017 is outlined below. The EIN/Pension Plan Number column provides the Employer Identification Number (EIN) and the three digitthree-digit plan number. Unless otherwise noted, the most recent Pension Protection Act ("PPA") zone status available in 2014fiscal 2017 and 2013fiscal 2016 is for the plan's year beginning January 1, 20142017, and 2013,2016, respectively. The zone status is based on information that we have received from the plan and is certified by the plan's actuaries. The zone status is a secondary classification, critical and declining, within the red zone for fiscal 2017. Among other factors, plans in the red zone are generally less than 65 percent funded. Plans that are critical and declining status are projected to have an accumulated funding deficiency. The FIP/RP Status Pending/Implemented column indicates plans for which a financial improvement plan (FIP) or rehabilitation plan (RP) is either pending or has been implemented. The last column lists the expiration date(s) of the collective-bargaining agreements to which the plan is subject. There have been no significant changes that affect the comparability of contributions from year to year.


In addition to regular contributions, we could be obligated to pay additional contributions (known as complete or partial withdrawal liabilities) if it has unfunded vested benefits.
 PPA Zone Status FIP/RP StatusContributions (in millions) Surcharge Imposed  PPA Zone Status FIP/RP StatusContributions (in millions) Surcharge Imposed 
Pension Fund Plan NameEIN/Pension Plan Number 2014 2013 Pending/ Implemented2014 2014 Expiration Date of Collective Bargaining AgreementEIN/Pension Plan Number 2017 2016 Implemented20172016 2017 
Expiration Date of Collective Bargaining Agreement(a)
Bakery and Confectionary Union & Industry International Pension Fund52-6118572/001 Red Red Nov 2012 $1 10% Oct 2015
Bakery and Confectionery Union and Industry International Pension Fund52-6118572/001 Red Red Nov 2012 $2$1 10% October 2015

(a) Renewal negotiations are in progress.

80



NOTE 16: COMPREHENSIVE INCOME (LOSS)
The components of accumulated other comprehensive loss are as follows:
  in millions
  in millions
2014
 2013
2017
 2016
Accumulated other comprehensive income (loss), net of taxes:      
Unrealized net hedging gain (loss)$(3) $(4)
Unrealized net gain (loss) on investments2
 (2)
Unrealized net hedging loss$(2) $(2)
Unrealized net gain on investments
 1
Currency translation adjustment(99) (69)(53) (59)
Postretirement benefits reserve adjustments(47) (33)71
 15
Total accumulated other comprehensive loss$(147) $(108)$16
 $(45)
The before and after tax changes in the components of other comprehensive income (loss) are as follows:
     in millions      in millions 
 2014 2013 2012 2017 2016 2015
 Before TaxTaxAfter Tax Before TaxTaxAfter Tax Before TaxTaxAfter Tax Before TaxTaxAfter Tax Before TaxTaxAfter Tax Before TaxTaxAfter Tax
            
Derivatives accounted for as cash flow hedges:            
(Gain) loss reclassified to Cost of Sales $10
$(4)$6
 $5
$(2)$3
 $16
$(7)$9
(Gain) loss reclassified to Other Income/Expense 


 4
(2)2
 (4)2
(2)
(Gain) loss reclassified to cost of sales $4
$(2)$2
 $(1)$1
$
 $7
$(3)$4
Unrealized gain (loss) (8)3
(5) (31)12
(19) 16
(6)10
 (3)1
(2) (1)
(1) (4)2
(2)
            
Investments:            
(Gain) loss reclassified to Other Income/Expense 8
(2)6
 (1)
(1) 


(Gain) loss reclassified to other income/expense 


 


 (21)8
(13)
Unrealized gain (loss) (2)
(2) (4)2
(2) 


 (1)
(1) (1)1

 21
(9)12
            
Currency translation:            
Translation gain reclassified to Other Income/Expense 


 (19)(1)(20) 


Translation loss reclassified to cost of sales (a) 


 


 115
(8)107
Translation adjustment (32)2
(30) (20)3
(17) 2
1
3
 6

6
 5
(1)4
 (86)15
(71)
            
Postretirement benefits (23)9
(14) 15
(6)9
 (6)2
(4) 91
(35)56
 67
(25)42
 32
(12)20
Total Other Comprehensive Income (Loss) $(47)$8
$(39) $(51)$6
$(45) $24
$(8)$16
Total other comprehensive income (loss) $97
$(36)$61
 $69
$(24)$45
 $64
$(7)$57

81(a) Translation loss reclassified to Cost of Sales related to disposition of a foreign operation, which is further described in Note 3: Acquisitions and Dispositions.




NOTE 17: SEGMENT REPORTING
We operate in fivefour reportable segments: Chicken, Beef, Pork, Chicken, and Prepared Foods and International.Foods. We measure segment profit as operating income (loss). Other primarily includes our foreign chicken production operations in China and India, third-party merger and integration costs and corporate overhead related to Tyson New Ventures, LLC.
DuringOn June 7, 2017, we acquired AdvancePierre, a producer and distributor of value-added, convenient, ready-to-eat sandwiches, sandwich components and other entrées and snacks. AdvancePierre's results from operations subsequent to the second quarter of fiscal 2014, we began reporting our International operation as a separate segment, which was previouslyacquisition closing are included in our Chicken segment. Our International segment became a separate reportable segment as a result of changes to our internal financial reporting to align with previously announced executive leadership changes. All periods presented have been reclassified to reflect this change. Beef, Pork,the Prepared Foods and Other results were not impacted by this change.
Chicken:Chicken includes our domestic operations related to raising and processing live chickens into fresh, frozen and value-added chicken products, as well as sales from allied products. Products are marketed domestically to food retailers, foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, healthcare facilities, the military and other food processors, as well as to international export markets. This segment also includes logistics operations to move products through our domestic supply chain and the global operations of our chicken breeding stock subsidiary.segments.
Beef: Beef includes our operations related to processing live fed cattle and fabricating dressed beef carcasses into primal and sub-primal meat cuts and case-ready products. Products are marketed domestically to food retailers, foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, healthcare facilities, the military and other food processors, as well as to international export markets. This segment also includes sales from allied products such as hides and variety meats, as well as logistics operations to move products through the supply chain.
Pork:Pork includes our operations related to processing live market hogs and fabricating pork carcasses into primal and sub-primal cuts and case-ready products. Products are marketed domestically to food retailers, foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, healthcare facilities, the military and other food processors, as well as to international export markets. This segment also includes our live swine group, related allied product processing activities and logistics operations to move products through the supply chain.
Chicken: Chicken includes our domestic operations related to raising and processing live chickens into, and purchasing raw materials for, fresh, frozen and value-added chicken products, as well as sales from allied products. Our value-added chicken products primarily include breaded chicken strips, nuggets, patties and other ready-to-fix or fully cooked chicken parts. Products are marketed domestically to food retailers, foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, healthcare facilities, the military and other food processors, as well as to international export markets. This segment also includes logistics operations to move products through our domestic supply chain and the global operations of our chicken breeding stock subsidiary.
Prepared Foods: Prepared Foods includes our operations related to manufacturing and marketing frozen and refrigerated food products and logistics operations to move products through the supply chain. This segment includes brands such as Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, State Fair®, Van's®, Sara Lee® and Chef Pierre®, as well as artisanal brands Aidells®, Gallo Salame®, and Golden Island®. Products primarily include ready-to-eat sandwiches, sandwich components such as flame-grilled hamburgers and Philly steaks, pepperoni, bacon, breakfast sausage, beef and pork pizza toppings,turkey, lunchmeat, hot dogs, pizza crusts and toppings, flour and corn tortilla products, desserts, appetizers, snacks, prepared meals, ethnic foods, soups, sauces, side dishes, meat dishes, breadsticks and processed meats. Products are marketed domestically to food retailers, foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, healthcare facilities, the military and other food processors, as well as to international export markets.
On August 28, 2014, we completed the acquisition of Hillshire Brands, a manufacturer and marketer of branded, convenient foods which includes brands such as Jimmy Dean®, Ball Park®, Hillshire Farm®, State Fair®, Van's®, Sara Lee® frozen bakery and Chef Pierre® pies as well as artisanal brands Aidells®, Gallo Salame®, and Golden Island® premium jerky. Hillshire Brands' one month results from operations for fiscal 2014 are included in the Prepared Foods segment.
International: International includes our foreign operations primarily related to raising and processing live chickens into fresh, frozen and value-added chicken products in Brazil, China, India and Mexico. Products are marketed in each respective country to food retailers, foodservice distributors, restaurant operators, hotel chains, noncommercial foodservice establishments and live markets, as well as to other international export markets.
On July 28, 2014, we announced our plan to sell our Brazil and Mexico operations, part of our International segment, to JBS for $575 million in cash. We expect to complete the sale of our Brazil operation in the first quarter of fiscal 2015. The sale of our Mexico operation is pending the necessary government approvals and is expected to close in the first half of fiscal 2015.

82



The results from Dynamic Fuels are included in Other. We allocate expenses related to corporate activities to the segments, except for acquisitionthird-party merger and integration costs of $67 million, $37 million and $47 million in fiscal 2017, 2016 and 2015, respectively, and corporate overhead related fees of $59 millionto Tyson New Ventures, LLC, which are included in Other. Assets and additions to property, plant and equipment relating to corporate activities remain in Other. AtIn addition, at September 27, 2014,30, 2017, we included $4.8$3 billion of goodwill associated with our acquisition of Hillshire BrandsAdvancePierre in Other. The allocation of goodwill to our reportable segments is pending finalization of the expected synergies and the impact of the synergies to our reporting units. See Note 5: Goodwill and Intangible Assets for further description.


Information on segments and a reconciliation to income from continuing operations before income taxes are as follows:
in millions��in millions 
Chicken
 Beef
 Pork
 
Prepared
Foods

 International
 Other
 
Intersegment
Sales

 Consolidated
Beef
 Pork
 Chicken
 
Prepared
Foods

 Other
 
Intersegment
Sales

 Consolidated
Fiscal 2014               
Fiscal 2017             
Sales$11,116
 $16,177
 $6,304
 $3,927
 $1,381
 $
 $(1,325) $37,580
$14,823
 $5,238
 $11,409
 $7,853
 $349
 $(1,412) $38,260
Operating Income (Loss)883
 347
 455
 (60) (121) (74)   1,430
877
 645
 1,053
 462
 (106)   2,931
Total Other (Income) Expense              178
            303
Income from Continuing Operations before Income Taxes              1,252
Depreciation251
 87
 32
 78
 40
 6
   494
Income before Income Taxes            2,628
Depreciation and amortization92
 36
 296
 315
 9
   748
Total Assets4,807
 3,103
 965
 8,608
 871
 5,602
   23,956
2,938
 1,132
 6,630
 13,466
 3,900
   28,066
Additions to property, plant and equipment307
 115
 36
 77
 46
 51
   632
118
 101
 492
 229
 129
   1,069
Fiscal 2013               
Fiscal 2016             
Sales$10,988
 $14,400
 $5,408
 $3,322
 $1,324
 $46
 $(1,114) $34,374
$14,513
 $4,909
 $10,927
 $7,346
 $380
 $(1,194) $36,881
Operating Income (Loss)683
 296
 332
 101
 (37) 
   1,375
347
 528
 1,305
 734
 (81)   2,833
Total Other (Income) Expense              118
            235
Income from Continuing Operations before Income Taxes              1,257
Depreciation251
 87
 30
 61
 40
 5
   474
Income before Income Taxes            2,598
Depreciation and amortization94
 33
 274
 286
 10
   697
Total Assets4,944
 2,798
 931
 1,176
 876
 1,452
   12,177
2,764
 1,039
 5,836
 11,814
 920
   22,373
Additions to property, plant and equipment253
 105
 22
 87
 58
 33
   558
99
 68
 281
 178
 69
   695
Fiscal 2012               
Fiscal 2015             
Sales$10,270
 $13,755
 $5,510
 $3,237
 $1,104
 $167
 $(988) $33,055
$17,236
 $5,262
 $11,390
 $7,822
 $879
 $(1,216) $41,373
Operating Income (Loss)554
 218
 417
 181
 (70) (14)   1,286
(66) 380
 1,366
 588
 (99)   2,169
Total Other (Income) Expense              321
            248
Income from Continuing Operations before Income Taxes              965
Depreciation228
 86
 30
 54
 40
 5
   443
Income before Income Taxes            1,921
Depreciation and amortization97
 31
 272
 280
 21
   701
Total Assets4,934
 2,634
 895
 960
 968
 1,505
   11,896
3,009
 927
 5,731
 12,006
 1,296
   22,969
Additions to property, plant and equipment354
 100
 32
 99
 97
 8
   690
113
 50
 405
 167
 119
   854
The ChickenBeef segment had sales of $7$386 million, $16$327 million and $6$351 million for fiscal 2014, 20132017, 2016 and 2012,2015, respectively, from transactions with other operating segments. The Pork segment had sales of $1.0 billion, $872$966 million, $840 million and $771$847 million for fiscal 2014, 20132017, 2016 and 2012,2015, respectively, from transactions with other operating segments. The BeefChicken segment had sales of $307$60 million,, $226 $27 million and $211$18 million for fiscal 2014, 20132017, 2016 and 2012,2015, respectively, from transactions with other operating segments. The aforementioned sales from intersegment transactions, which were at market prices, were included in the segment sales in the above table.
Our largest customer, Wal-Mart Stores, Inc., accounted for 14.6%17.3%, 13.0%17.5% and 13.8%16.8% of consolidated sales in fiscal 2014, 20132017, 2016 and 2012,2015, respectively. Sales to Wal-Mart Stores, Inc. were included in all the all segments. Any extended discontinuance of sales to this customer could, if not replaced, have a material impact on our operations.

83



The majority of our operations are domiciled in the United States. Approximately 96%98%, 96%98% and 95%97% of sales to external customers for fiscal 2014, 20132017, 2016 and 2012,2015, respectively, were sourced from the United States. Approximately $17.4$21.6 billion and $6.1$17.3 billion of long-lived assets were located in the United States at September 27, 2014,30, 2017, and October 1, 2016, respectively. Excluding goodwill and intangible assets, long-lived assets located in the United States totaled approximately $6.0 billion and $5.6 billion at September 28, 2013,30, 2017, and October 1, 2016, respectively. Approximately $324$217 million and $485$204 million of long-lived assets were located in foreign countries, primarily Brazil, China, European Union and India, at September 27, 2014,30, 2017, and October 1, 2016, respectively. Excluding goodwill and intangible assets, long-lived assets in foreign countries totaled approximately $193 million and $180 million at September 28, 2013,30, 2017, and October 1, 2016, respectively.
We sell certain products in foreign markets, primarily Brazil, Canada, Central America, China, the European Union, Japan, Mexico, the Middle East, South Korea, Taiwan, and Vietnam.Taiwan. Our export sales from the United States totaled $4.7$3.9 billion,, $4.2 $3.5 billion and $4.0$4.1 billion for fiscal 2014, 20132017, 2016 and 2012,2015, respectively. Substantially all of our export sales are facilitated through unaffiliated brokers, marketing associations and foreign sales staffs. Sales of products produced in a country other than the United States were less than 10% of consolidated sales for each of fiscal 20142017, 20132016 and 20122015.


NOTE 18: SUPPLEMENTAL CASH FLOWS INFORMATION
The following table summarizes cash payments for interest and income taxes:
    in millions
    in millions
2014
 2013
 2012
2017
 2016
 2015
Interest, net of amounts capitalized$118
 $114
 $274
$249
 $242
 $308
Income taxes, net of refunds590
 310
 187
779
 686
 437
NOTE 19: TRANSACTIONS WITH RELATED PARTIES
We have operating leases for two wastewater facilities with an entity owned by the Donald J. Tyson Revocable Trust (for which Mr. John Tyson, Chairman of the Company, is a trustee), Berry Street Waste Water Treatment Plant, LP (90%(90% of which is owned by TLP), and the sisters of Mr. Tyson. Total payments of approximately $1$1 million in each of fiscal 2014, 20132017, 2016 and 20122015 were paid to lease the facilities.
In fiscal 2014, we purchased real estate from JHT, LLC, for $0.5 million to build a new data center. The JHT, LLC (for which Mr. John Tyson is the manager), is owned 50% by the Donald J. Tyson Revocable Trust and 50% by the Randal W. Tyson Testamentary Trust.
As of September 27, 2014,30, 2017, the TLP, of which John Tyson and director Barbara Tyson are general partners, owned 70 million shares, or 99.985% of our outstanding Class B stock and, along with the members of the Tyson family, owned 5.56.2 million shares of Class A stock, giving it control of approximately 70.14%70.78% of the total voting power of our outstanding voting stock.
In August 2017, the Company committed to invest $5 million for a 17.5% equity interest in Buchan Ltd., a Mauritian private holding company of poultry operations in sub-Saharan Africa. Acacia Foods, B.V. is committed to invest $9 million in Buchan Ltd. Donnie Smith, who during the first quarter of fiscal year 2017 was Chief Executive Officer of the Company, serves as the Chairman of Acacia Foods, B.V. and as a director of Buchan Ltd. John Randal Tyson (son of John Tyson) serves as a director of Buchan Ltd. for the Company.
In fiscal 2013, as part2017, the Company provided administrative services to the Tyson Limited Partnership, the beneficial owner of the Company's previously approved stock repurchase plan, we purchased one70 million shares of Class AB stock, from the TLP for $29.85 million or $29.85 per share. 
In fiscal 2012, we had an aircraft lease agreement with Tyson Family Aviation, LLC, of which Mr. Don Tyson (formerly our Senior Chairman), Mr. John Tyson and the Randal W. Tyson Testamentary Trust were members. Upon Mr. Don Tyson’s death on January 6, 2011, his membership interest passed to a trust in which Mr. John Tyson is a trustee. During fiscal 2012, Tyson Family Aviation, LLC soldLimited Partnership, through TLP Investment, L.P., reimbursed the aircraft to a non-related party and we entered into an aircraft lease agreement with the new owner. Total payments to Tyson Family Aviation, LLC of approximately $0.4 million were paid in fiscal 2012.Company $0.3 million.

84



NOTE 20: COMMITMENTS AND CONTINGENCIES
Commitments
We lease equipment, properties and certain farms for which total rentals approximated $186 million, $161 million, $200172 million and $193165 million, in fiscal 20142017, 20132016 and 20122015, respectively. Most leases have initial terms of up to seven years, some with varying renewal periods. The most significant obligations assumed under the terms of the leases are the upkeep of the facilities and payments of insurance and property taxes.
Minimum lease commitments under non-cancelable leases at September 27, 201430, 2017, were:
 in millions
2015$107
201680
201756
201839
201930
2020 and beyond104
Total$416
 in millions
2018$137
2019100
202074
202148
202232
2023 and beyond73
Total$464
We guarantee obligations of certain outside third parties, consisting primarily of leases, debt and grower loans, which are substantially collateralized by the underlying assets. Terms of the underlying debt cover periods up to 1510 years, and the maximum potential amount of future payments as of September 27, 2014,30, 2017, was $70 million.$28 million. We also maintain operating leases for various types of equipment, some of which contain residual value guarantees for the market value of the underlying leased assets at the end of the term of the lease. The remaining terms of the lease maturities cover periods over the next 1310 years. The maximum potential amount of the residual value guarantees is $54$109 million,, of which $48$100 million could be recoverable through various recourse provisions and an additional undeterminable recoverable amount based on the fair value of the underlying leased assets. The likelihood of material payments under these guarantees is not considered probable. At September 27, 2014,30, 2017, and September 28, 2013,October 1, 2016, no material liabilities for guarantees were recorded.


We have cash flow assistance programs in which certain livestock suppliers participate. Under these programs, we pay an amount for livestock equivalent to a standard cost to grow such livestock during periods of low market sales prices. The amounts of such payments that are in excess of the market sales price are recorded as receivables and accrue interest. Participating suppliers are obligated to repay these receivables balances when market sales prices exceed this standard cost, or upon termination of the agreement. Our potential maximum obligation associated with these programs is limited to the fair value of each participating livestock supplier’s net tangible assets. The potential maximum obligation as of September 27, 2014,30, 2017, was approximately $330 million. The total$380 million. There were no receivables under these programs were $4at September 30, 2017, and we had $2 million and $44 million of receivables under this program at September 27, 2014, and September 28, 2013, respectively, and areOctober 1, 2016. This receivable is included, net of allowance for uncollectible amounts, in Accounts Receivable in our Consolidated Balance Sheets. Even though these programs are limited to the net tangible assets of the participating livestock suppliers, we also manage a portion of our credit risk associated with these programs by obtaining security interests in livestock suppliers’ assets. After analyzing residual credit risks and general market conditions, we had no allowance for these programs' estimated uncollectible receivables at September 27, 201430, 2017, and $15 million at September 28, 2013October 1, 2016.
When constructing new facilities or making major enhancements to existing facilities, we will occasionally enter into incentive agreements with local government agencies in order to reduce certain state and local tax expenditures. Under these agreements, we transfer the related assets to various local government entities and receive Industrial Revenue Bonds. We immediately lease the facilities from the local government entities and have an option to re-purchase the facilities for a nominal amount upon tendering the Industrial Revenue Bonds to the local government entities at various predetermined dates. The Industrial Revenue Bonds and the associated obligations for the leases of the facilities offset, and the underlying assets remain in property, plant and equipment. At September 30, 2017, total amounts under these types of arrangements totaled $505 million.
Additionally, we enter into future purchase commitments for various items, such as grains, livestock contracts and fixed grower fees. At September 27, 201430, 2017, these commitments totaled:
 in millions
2015$2,625
2016585
2017259
2018271
2019189
2020 and beyond249
Total$4,178
 in millions
2018$1,750
2019374
2020272
2021118
202277
2023 and beyond110
Total$2,701

85



Contingencies
We are involved in various claims and legal proceedings. We routinely assess the likelihood of adverse judgments or outcomes to those matters, as well as ranges of probable losses, to the extent losses are reasonably estimable. We record accruals for such matters to the extent that we conclude a loss is probable and the financial impact, should an adverse outcome occur, is reasonably estimable. Such accruals are reflected in the Company’s consolidated financial statements. In our opinion, we have made appropriate and adequate accruals for these matters and believe the probability of a material loss beyond the amounts accrued to be remote; however, the ultimate liability for these matters is uncertain, and if accruals are not adequate, an adverse outcome could have a material effect on the consolidated financial condition or results of operations. Listed below are certain claims made against the Company and/or our subsidiaries for which the potential exposure is considered material to the Company’s consolidated financial statements. We believe we have substantial defenses to the claims made and intend to vigorously defend these matters.
There

Below are nine pendingthe details of six lawsuits involving our beef, pork and porkprepared foods plants in which certain present and past employees allege that we failed to compensate them for the time it takes to engage in pre- and post-shift activities, such as changing into and out of protective and sanitary clothing and walking to and from the changing area, work areas and break areas in violation of the Fair Labor Standards Act and various state laws. The plaintiffs seek back wages, liquidated damages, pre- and post-judgment interest, attorneys’ fees and costs. Each case is proceeding in its jurisdiction.
Garcia, et al. v. Tyson Foods, Inc., Tyson Fresh Meats, Inc., D. Kansas, May 15, 2006 - After a trial involving our Garden City, Kansas beef plant, a jury verdict in favor of the plaintiffs was entered on March 17, 2011. Exclusive of pre- and post-judgment interest, attorneys’ fees and costs, the jury found violations of federal and state laws for pre- and post-shift work activities and awarded damages in the amount of $503,011. Plaintiffs’ counsel filed an application for attorneys’ fees and expenses which we contested. On December 7, 2012, the court granted plaintiffs' counsel's application and awarded a total of $3,609,723. We appealed the jury’s verdict and trial court’s award to the Tenth Circuit Court of Appeals. The appellate court affirmed the jury verdict and judgment and subsequently denied our petition for rehearing.
Bouaphakeo (f/k/a Sharp), et al. v. Tyson Foods, Inc., N.D. Iowa, February 6, 2007 - A jury trial was held involving our Storm Lake, Iowa pork plant which resulted in a jury verdict in favor of the plaintiffs for violations of federal and state laws for pre- and post-shift work activities. The trial court also awarded the plaintiffs liquidated damages, resulting in total damages awarded in the amount of $5,784,758.$5,784,758. The plaintiffs' counsel has also filed an application for attorneys' fees and expenses in the amount of $2,692,145.$2,692,145. We appealed the jury's verdict and trial court's award to the Eighth Circuit Court of Appeals. The appellate court affirmed the jury verdict and judgment on August 25, 2014, and we filed a petition for rehearing on September 22, 2014.
Guyton (f/k/2014, which was denied. We filed a Robinson), et al. v. Tyson Foods, Inc., d.b.a Tyson Fresh Meats, Inc., S.D. Iowa, September 12, 2007 - A jury trialpetition for a writ of certiorari with the United States Supreme Court, which was held involving our Columbus Junction, Iowa pork plant, which resulted in a jury verdict in favor of Tysongranted on April 25, 2012. The plaintiffs have appealed toJune 8, 2015, and oral arguments before the Eighth CircuitSupreme Court of Appeals. Oral arguments were heldoccurred on February 11, 2014. The appellate courtNovember 10, 2015. On March 22, 2016, the Supreme Court affirmed the jury verdictappellate court’s rulings and judgment on August 25, 2014.
Acosta, et al. v Tyson Foods, Inc. d.b.a Tyson Fresh Meats, Inc., D. Nebraska, February 29, 2008 - A bench trial was held involving our Madison, Nebraska pork plant, in January 2013. In May 2013remanded to the trial court awardedto allocate the plaintiffs $5,733,943 for unpaid overtime wages. Subsequently, the court orderedlump sum award among the class of plaintiffs expanded, and the plaintiffs submitted an updated calculation of $6,258,330 for unpaid overtime wages as reflected by payroll data through May 2013.participants. On January 30, 2014,remand, the trial court entered judgment in favordetermined that the lump sum award should be allocated to class participants according to the method prescribed by plaintiffs’ expert at trial. The trial court has yet to enter a judgment. Subsequently, a joint notice advising the court of a global settlement of this case, the plaintiffs inEdwards matter (described below), and the amountconsolidated Murray and DeVoss matter (also described below) was filed. The parties agreed to settle all three matters for a total payment of $18,774,989, which represents a tripling$12.6 million, inclusive of the plaintiffs’ alleged damages.wages, penalties, interest, attorneys’ fees and costs, and costs of settlement administration. The trial court denied our post-trial motions,held an approval hearing on October 11, 2017 and we appealed toare awaiting the Eighth Circuit Court of Appeals.
Gomez, et al. v. Tyson Foods, Inc., D. Nebraska, January 16, 2008 - A jury trial involving our Dakota City, Nebraska beef plant, was held, and the jury found in favor of the plaintiffs on April 3, 2013. On October 2, 2013, the trial court denied the parties’ post-trial motions and entered judgment awarding unpaid overtime wages, liquidated damages, and penalties totaling $4,960,787. We appealed the jury’s verdict and trial court’s award to the Eighth Circuit Court of Appeals.decision.
Edwards, et al. v. Tyson Foods, Inc. d.b.a Tyson Fresh Meats, Inc., S.D. Iowa, March 20, 2008 - The trial court in this case, which involves our Perry and Waterloo, Iowa pork plants, decertified the state law class and granted other pre-trial motions that resulted in a judgment in our favor with respect to the plaintiffs’ claims. The plaintiffs have filed a motion to modify this judgment.
Abadeer v. Tyson Foods, Inc., and Tyson Fresh Meats, Inc., M.D. Tennessee, February 6, 2009 - The trial court in the Abadeer case, which involves our Goodlettsville, Tennessee case-ready beef and pork plant, granted the plaintiffs’ motion for summary judgment in part, finding that certain pre- and post-shift activities were compensable and our non-payment for those activities was willful and not in good faith. The parties subsequently agreed to settle all claims for $7,750,000. The parties' A joint motion for preliminary approval of the collective and class action settlement was granted.filed on July 7, 2017. Please see the above Bouaphakeo description for additional details of a global settlement.
Abdiaziz, et al. v. Tyson Foods, Inc., Tyson Fresh Meats, Inc., D. Kansas, September 30, 2011 - this case involves our Emporia, Kansas beef plant, and was bifurcated from the case involving our Garden City, Kansas beef plant. It is stayed pending the resolution of that matter.

86



Murray, et al. v. Tyson Foods, Inc., C.D. Illinois, January 2, 2008; and DeVoss v. Tyson Foods, Inc. d.b.a. Tyson Fresh Meats, C.D. Illinois, March 2, 2011 - theseThese cases involve our Joslin, Illinois beef plant and are in their preliminary stages. A joint notice of settlement and a request to stay the proceedings was filed with and granted by the court on June 28, 2017. Please see the above Bouaphakeo description for additional details of a global settlement.
Dozier, Southerland, et al. v. The Hillshire Brands Company, E.D. North Carolina, September 2, 2014 - This case involves our Tarboro, North Carolina prepared foods plant. On March 25, 2016, the parties filed a joint motion for settlement totaling $425,000, which includes all of the plaintiffs’ attorneys’ fees and costs. The court preliminarily approved the joint motion for settlement, and the final approval hearing is set for December 5, 2017.
The Hillshire Brands Company was named as a defendant in an asbestos exposure case filed by Mark Lopez in May 2014 in the Superior Court of Alameda County, California. Mr. Lopez was diagnosed with mesothelioma in January 2014 and is now deceased. Mr. Lopez’s family members asserted negligence, premises liability and strict liability claims related to Mr. Lopez’s alleged asbestos exposure from 1954-1986 from the Union Sugar plant in Betteravia, California. The plant, which was sold in 1986, was owned by entities that were predecessors-in-interest to The Hillshire Brands Company. In August 2017, the jury returned a verdict of approximately $13 million in favor of the plaintiffs, and a judgment was entered. We intend to appeal the judgment.
On September 2, 2016, Maplevale Farms, Inc., acting on behalf of itself and a putative class of direct purchasers of poultry products, filed a class action complaint against us and certain of our poultry subsidiaries, as well as several other poultry processing companies, in the Northern District of Illinois. Subsequent to the filing of this initial complaint, additional lawsuits making similar claims on behalf of putative classes of direct and indirect purchasers were filed in the United States District Court for the Northern District of Illinois. The court consolidated the complaints, for pre-trial purposes, into actions on behalf of three different putative classes: direct purchasers, indirect purchasers/consumers and commercial/institutional indirect purchasers. These three actions are styled In re Broiler Chicken Antitrust Litigation. Several amended and consolidated complaints have been filed on behalf of each putative class. The currently operative complaints allege, among other things, that beginning in January 2008 the defendants conspired and combined to fix, raise, maintain, and stabilize the price of broiler chickens in violation of United States antitrust laws. The complaints on behalf of the putative classes of indirect purchasers also include causes of action under various state unfair competition laws, consumer protection laws, and unjust enrichment common laws. The complaints also allege that defendants “manipulated and artificially inflated a widely used Broiler price index, the Georgia Dock.” It is further alleged that the defendants concealed this conduct from the plaintiffs and the members of the putative classes. The plaintiffs are seeking treble damages, injunctive relief, pre- and post-judgment interest, costs, and attorneys’ fees on behalf of the putative classes. We filed motions to dismiss these complaints; the court has yet to rule on our motions.


On October 17, 2016, William Huser, acting on behalf of himself and a putative class of persons who purchased shares of Tyson Foods' stock between November 23, 2015, and October 7, 2016, filed a class action complaint against Tyson Foods, Inc., Donnie Smith and Dennis Leatherby in the Central District of California. The complaint alleged, among other things, that our periodic filings contained materially false and misleading statements by failing to disclose that the Company has colluded with other producers to manipulate the supply of broiler chickens in order to keep supply artificially low, as alleged in In re Broiler Chicken Antitrust Litigation. Subsequent to the filing of this initial complaint, additional lawsuits making similar claims were filed in the United States District Courts for the Southern District of New York, the Western District of Arkansas, and the Southern District of Ohio. Each of those cases have now been transferred to the United States District Court for the Western District of Arkansas and consolidated, and lead plaintiffs have been appointed. A consolidated complaint was filed on March 22, 2017, (which also named additional individual defendants). The consolidated complaint seeks damages, pre- and post-judgment interest, costs, and attorneys’ fees. We filed a motion to dismiss this complaint, which the court granted on July 26, 2017. The plaintiffs filed a motion to amend or alter the judgment and to submit an amended complaint. That motion is pending.
On January 20, 2017, the Company received a subpoena from the Securities and Exchange Commission (the "SEC") in connection with an investigation related to the Company. On August 23, 2017, we received written notification that the SEC staff had concluded the investigation and did not intend to recommend an enforcement action against the Company based on the information available to the agency as of that date. Based upon the information we have, we believe the investigation was based upon the allegations in In re Broiler Chicken Antitrust Litigation.
On March 1, 2017, we received a civil investigative demand (CID) from the Office of the Attorney General, Department of Legal Affairs, of the State of Florida. The CID requests information primarily related to possible anticompetitive conduct in connection with the Georgia Dock, a chicken products pricing index formerly published by the Georgia Department of Agriculture. We are cooperating with the Attorney General’s office.
Our subsidiary, The Hillshire Brands Company (formerly named Sara Lee Corporation), is a party to a consolidation of cases filed by individual complainants with the Republic of the Philippines, Department of Labor and Employment and the National Labor Relations Commission (NLRC) from 1998 through July 1999. The complaint is filed against Aris Philippines, Inc., Sara Lee Corporation, Sara Lee Philippines, Inc., Fashion Accessories Philippines, Inc., and Attorney Cesar C. Cruz (collectively, the “respondents”). The complaint primarily alleges, among other things, that the respondents engaged in unfair labor practices due toin connection with the termination of manufacturing operations in the Philippines by Aris Philippines, Inc., a former subsidiary of The Hillshire Brands Company. In 2006, the arbitratora labor arbiter ruled against the respondents and awarded the complainants PHP3,453,664,710 (approximately US$7667 million) in damages and fees. The respondents appealed thisthe labor arbiter's ruling, and it was subsequently set aside by the NLRC in December 2006. However, in a decision dated June 4, 2014, the Supreme Court of the Philippines set asideSubsequent to the NLRC’s December 2006 ruling as premature. Thedecision, the parties have filed numerous appeals, motions for reconsideration and petitions for review, in these cases as to the meritscertain of complainants’ claims and the appropriate amountwhich remained outstanding for several years. While various of an appeal bond to be posted by the respondents. Certain of thesethose appeals, and motions remainand/or petitions were pending, before the NLRC and Supreme Court of the Philippines. OnThe Hillshire Brands Company, on June 23, 2014, without admitting liability, The Hillshire Brands Company filed a settlement motion requesting that the Supreme Court of the Philippines order dismissal with prejudice of all claims against it and its predecessors-in-interestcertain other respondents in exchange for payments allocated by the court among the complainants in an amount not to exceed PHP342,287,800 (approximately US$76.7 million). Based in part on its finding that the consideration to be paid to the complainants as part of such settlement was insufficient, the Supreme Court of the Philippines denied the respondents’ settlement motion and all motions for reconsideration thereof. The Supreme Court of the Philippines also set aside as premature the NLRC’s December 2006 ruling. As a result, the cases are now back before the NLRC, which will once again rule on the respondents’ appeals regarding the labor arbiter’s 2006 ruling in favor of the complainants. In the meantime, the respondents reached a settlement with a group comprising approximately 18% of the class of 5,984 complainants, pursuant to which The Hillshire Brands Company would pay each settling complainant PHP68,000 (approximately US$1,325). The settlement payment was made on December 21, 2016, to the NLRC, which is responsible for distributing the funds to each settling complainant. On December 27, 2016, the respondents filed motions for reconsideration with the NLRC asking that the award be set aside. The NLRC denied respondents' motions for reconsideration in a resolution received on May 5, 2017, and entered a judgment on the award on July 24, 2017. Previously, from May 10, 2017 to May 12, 2017, Aris Philippines, Inc., Sara Lee Corporation and Sara Lee Philippines each filed petitions for certiorari with requests for an immediate temporary restraining order and a writ of permanent injunction with the Philippines Court of Appeals. On August 18, 2017, the Court of Appeals granted a temporary restraining order precluding execution of the NLRC judgment against Aris Philippines, Inc., Sara Lee Corporation and Sara Lee Philippines, Inc. The temporary restraining order will expire on November 21, 2017 unless further extended by a preliminary injunction. We have recorded an accrual for this matter for the amount of loss that, at this time, we deem probable and enforceable. This accrual is reflected in the Company’s consolidated financial statements and reflects an amount significantly less than the amount awarded by the labor arbiter in 2004 (i.e., PHP3,453,664,710 (approximately US$67 million)). The ultimate enforceable loss is uncertain, and if our accrual is not adequate, an adverse outcome could have a material effect on the consolidated financial condition or results of operations.

87




NOTE 21: QUARTERLY FINANCIAL DATA (UNAUDITED)
   in millions, except per share data    in millions, except per share data 
 
First
Quarter

 
Second
Quarter

 
Third
Quarter

 
Fourth
Quarter

 
First
Quarter

 
Second
Quarter

 
Third
Quarter

 
Fourth
Quarter

2014        
2017        
Sales $8,761
 $9,032
 $9,682
 $10,105
 $9,182
 $9,083
 $9,850
 $10,145
Gross profit 685
 651
 637
 712
 1,483
 1,047
 1,202
 1,351
Operating income 412
 361
 351
 306
 982
 571
 697
 681
Net income 252
 210
 258
 136
 594
 341
 448
 395
Amounts attributable to Tyson:        
Net income from continuing operations 254
 213
 260
 137
Net income attributable to Tyson 254
 213
 260
 137
 593
 340
 447
 394
                
Net income per share from continuing operations attributable to Tyson:       
Class A Basic (a) $0.76
 $0.64
 $0.75
 $0.37
Net income per share attributable to Tyson:        
Class A Basic $1.64
 $0.95
 $1.24
 $1.10
Class B Basic $0.68
 $0.58
 $0.68
 $0.32
 $1.49
 $0.86
 $1.12
 $0.98
Diluted (a) $0.72
 $0.60
 $0.73
 $0.35
Net income per share attributable to Tyson:        
Class A Basic (a) $0.76
 $0.64
 $0.75
 $0.37
Class B Basic $0.68
 $0.58
 $0.68
 $0.32
Diluted (a) $0.72
 $0.60
 $0.73
 $0.35
2013        
Diluted $1.59
 $0.92
 $1.21
 $1.07
2016        
Sales $8,366
 $8,383
 $8,731
 $8,894
 $9,152
 $9,170
 $9,403
 $9,156
Gross profit 539
 468
 682
 669
 1,201
 1,183
 1,224
 1,089
Operating income 304
 236
 419
 416
 776
 704
 767
 586
Net income 168
 106
 245
 259
 461
 434
 485
 392
Amounts attributable to Tyson:        
Net income from continuing operations 177
 157
 253
 261
Net loss from discontinued operation (4) (62) (4) 
Net income attributable to Tyson 173
 95
 249
 261
 461
 432
 484
 391
                
Net income per share from continuing operations attributable to Tyson:       
Class A Basic $0.51
 $0.45
 $0.73
 $0.77
Class B Basic $0.46
 $0.40
 $0.66
 $0.70
Diluted $0.49
 $0.43
 $0.69
 $0.70
Net loss per share from discontinued operation attributable to Tyson:       
Class A Basic $(0.01) $(0.18) $(0.01) $
Class B Basic $(0.01) $(0.15) $(0.02) $
Diluted $(0.01) $(0.17) $(0.01) $
Net income per share attributable to Tyson:                
Class A Basic $0.50
 $0.27
 $0.72
 $0.77
 $1.18
 $1.14
 $1.29
 $1.06
Class B Basic $0.45
 $0.25
 $0.64
 $0.70
 $1.09
 $1.02
 $1.17
 $0.96
Diluted $0.48
 $0.26
 $0.68
 $0.70
 $1.15
 $1.10
 $1.25
 $1.03

(a) The sum of the quarterly earnings per share amounts will not equal the total for the year due to the effects of rounding and dilution impact as a result of issuing Class A shares and tangible equity units in the fourth quarter of fiscal 2014.

88



ThirdSecond quarter fiscal 20142017 net income included a $29$52 million pretax impairment charge related to our San Diego Prepared Foods operation.
Third quarter fiscal 2017 net income included $77 million pretax expense from AdvancePierre purchase accounting and acquisition related costs, which included a $24 million purchase accounting adjustment for the amortization of the fair value step-up of inventory related to AdvancePierre, $35 million of acquisition related costs and $18 million of acquisition bridge financing fees.
Third quarter fiscal 2017 net income included a post tax $26 million recognition of tax benefit related to the Hillshire Brands acquisition fees paid to third parties,expected sale of a $49 million pretax expense related to the closure of three Prepared Foods facilities and a $40 million unrecognized tax benefit gain.non-protein business.
Fourth quarter fiscal 20142017, net income included $150 million pretax restructuring and related charges, $45 million pretax impairment related to the expected sale of a non-protein business and $26 million pretax expense from AdvancePierre purchase accounting and acquisition related costs, which included $12 million purchase accounting adjustment for the amortization of the fair value step-up of inventory related to AdvancePierre and $14 million of acquisition related costs.
Second quarter fiscal 2016 net income included a $42 million pretax impairment and other costs related to the sale of our Brazil operation and Mexico's undistributed earningspost tax $119 million pretax expense related to the Hillshire Brands acquisition, integration and costs associated with our Prepared Foods improvement plan, $40 million pretax expense related to the Hillshire Brands post-closing results, purchase price accounting adjustments and ongoing costs related to a legacy Hillshire Brands plant fire, $27 million pretax expense related to the Hillshire Brands acquisition financing incremental interest cost and a $12 million recognition of previously unrecognized tax benefit gain.benefits.
SecondThird quarter fiscal 20132016 net income included a $19post tax $15 million currency translation adjustment gain recognized in conjunction with the receiptrecognition of proceeds constituting the final resolution of our investment in Canadapreviously unrecognized tax benefits and audit settlement.
Fourth quarter fiscal 2016 net income included a $56post tax $26 million non-cash charge, reported as a discontinued operation, related to the impairmentrecognition of Weifang.previously unrecognized tax benefits.
NOTE 22: CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
TFM Parent, our wholly-owned subsidiary, has fully and unconditionally guaranteed the 2016 Notes. Additionally, TFM Parent has fully and unconditionally guaranteed the 2022 Notes until such date TFM Parent has been released of its guarantee of both (i) Tyson's $1.25 billion revolving credit facility and (ii) the 2016 Notes, at which time TFM Parent's guarantee of the 2019, 2022, 2024, 2034 and 2044 Notes is permanently released. The following financial information presents condensed consolidating financial statements, which include Tyson Foods, Inc. (TFI Parent); TFM Parent; the Non-Guarantor Subsidiaries (Non-Guarantors) on a combined basis; the elimination entries necessary to consolidate TFI Parent, TFM Parent and the Non-Guarantors; and Tyson Foods, Inc. on a consolidated basis, and is provided as an alternative to providing separate financial statements for the guarantor.
Condensed Consolidating Statement of Income and Comprehensive Income for the year ended September 27, 2014 in millions 
 
TFI
Parent

 
TFM
Parent

 
Non-
Guarantors

 Eliminations
 Total
Sales$579
 $21,924
 $16,926
 $(1,849) $37,580
Cost of Sales74
 20,971
 15,689
 (1,839) 34,895
Gross Profit505
 953
 1,237
 (10) 2,685
Selling, General and Administrative141
 240
 884
 (10) 1,255
Operating Income364
 713
 353
 
 1,430
Other (Income) Expense:
 
 
 
 
Interest expense, net63
 49
 13
 
 125
Other, net67
 (1) (13) 
 53
Equity in net earnings of subsidiaries(731) (43) 
 774
 
Total Other (Income) Expense(601) 5
 
 774
 178
Income from Continuing Operations before Income Taxes965
 708
 353
 (774) 1,252
Income Tax Expense101
 227
 68
 
 396
Income from Continuing Operations864
 481
 285
 (774) 856
Loss from Discontinued Operation, Net of Tax
 
 
 
 
Net Income864
 481
 285
 (774) 856
Less: Net Loss Attributable to Noncontrolling Interests
 
 (8) 
 (8)
Net Income Attributable to Tyson$864
 $481
 $293
 $(774) $864
          
Comprehensive Income (Loss)$817
 $449
 $243
 $(692) $817
Less: Comprehensive Income (Loss) Attributable to Noncontrolling Interest
 
 (8) 
 (8)
Comprehensive Income (Loss) Attributable to Tyson$817
 $449
 $251
 $(692) $825

89



Condensed Consolidating Statement of Income and Comprehensive Income for the year ended September 28, 2013 in millions 
 
TFI
Parent

 
TFM
Parent

 
Non-
Guarantors

 Eliminations
 Total
Sales$431
 $19,243
 $16,120
 $(1,420) $34,374
Cost of Sales40
 18,464
 14,932
 (1,420) 32,016
Gross Profit391
 779
 1,188
 
 2,358
Selling, General and Administrative68
 201
 714
 
 983
Operating Income323
 578
 474
 
 1,375
Other (Income) Expense:
 
 
 
 
Interest expense, net36
 62
 40
 
 138
Other, net4
 (1) (23) 
 (20)
Equity in net earnings of subsidiaries(582) (40) 
 622
 
Total Other (Income) Expense(542) 21
 17
 622
 118
Income from Continuing Operations before Income Taxes865
 557
 457
 (622) 1,257
Income Tax Expense87
 172
 150
 
 409
Income from Continuing Operations778
 385
 307
 (622) 848
Loss from Discontinued Operation, Net of Tax
 
 (70) 
 (70)
Net Income778
 385
 237
 (622) 778
Less: Net Loss Attributable to Noncontrolling Interests
 
 
 
 
Net Income Attributable to Tyson$778
 $385
 $237
 $(622) $778
          
Comprehensive Income (Loss)$733
 $380
 $212
 $(592) $733
Less: Comprehensive Income (Loss) Attributable to Noncontrolling Interests
 
 
 
 
Comprehensive Income (Loss) Attributable to Tyson$733
 $380
 $212
 $(592) $733
Condensed Consolidating Statement of Income and Comprehensive Income for the year ended September 29, 2012 in millions 
 
TFI
Parent

 
TFM
Parent

 
Non-
Guarantors

 Eliminations
 Total
Sales$352
 $18,832
 $15,152
 $(1,281) $33,055
Cost of Sales(4) 18,088
 14,061
 (1,280) 30,865
Gross Profit356
 744
 1,091
 (1) 2,190
Selling, General and Administrative59
 205
 641
 (1) 904
Operating Income297
 539
 450
 
 1,286
Other (Income) Expense:         
Interest expense, net49
 143
 152
 
 344
Other, net1
 
 (24) 
 (23)
Equity in net earnings of subsidiaries(427) (43) 
 470
 
Total Other (Income) Expense(377) 100
 128
 470
 321
Income from Continuing Operations before Income Taxes674
 439
 322
 (470) 965
Income Tax Expense91
 130
 130
 
 351
Income from Continuing Operations583
 309
 192
 (470) 614
Loss from Discontinued Operation, Net of Tax
 
 (38) 
 (38)
Net Income583
 309
 154
 (470) 576
Less: Net Loss Attributable to Noncontrolling Interests
 
 (7) 
 (7)
Net Income Attributable to Tyson$583
 $309
 $161
 $(470) $583
          
Comprehensive Income (Loss)$599
 $324
 $166
 $(497) $592
Less: Comprehensive Income (Loss) Attributable to Noncontrolling Interests
 
 (7) 
 (7)
Comprehensive Income (Loss) Attributable to Tyson$599
 $324
 $173
 $(497) $599

90



Condensed Consolidating Balance Sheet as of September 27, 2014 in millions 
 
TFI
Parent

 
TFM
Parent

 
Non-
Guarantors

 Eliminations
 Total
Assets         
Current Assets:         
Cash and cash equivalents$
 $41
 $397
 $
 $438
Accounts receivable, net3
 665
 1,016
 
 1,684
Inventories
 1,272
 2,002
 
 3,274
Other current assets42
 78
 379
 (120) 379
Assets held for sale3
 
 443
 
 446
Total Current Assets48
 2,056
 4,237
 (120) 6,221
Net Property, Plant and Equipment30
 932
 4,168
 
 5,130
Goodwill
 881
 5,825
 
 6,706
Intangible Assets
 15
 5,261
 
 5,276
Other Assets204
 148
 326
 (55) 623
Investment in Subsidiaries20,845
 2,049
 
 (22,894) 
Total Assets$21,127
 $6,081
 $19,817
 $(23,069) $23,956
Liabilities and Shareholders’ Equity         
Current Liabilities:         
Current debt$240
 $
 $403
 $
 $643
Accounts payable35
 755
 1,016
 
 1,806
Other current liabilities4,718
 235
 921
 (4,667) 1,207
Liabilities held for sale
 
 141
 
 141
Total Current Liabilities4,993
 990
 2,481
 (4,667) 3,797
Long-Term Debt7,056
 2
 532
 (55) 7,535
Deferred Income Taxes21
 96
 2,333
 
 2,450
Other Liabilities167
 125
 978
 
 1,270
          
Total Tyson Shareholders’ Equity8,890
 4,868
 13,479
 (18,347) 8,890
Noncontrolling Interests
 
 14
 
 14
Total Shareholders’ Equity8,890
 4,868
 13,493
 (18,347) 8,904
Total Liabilities and Shareholders’ Equity$21,127
 $6,081
 $19,817
 $(23,069) $23,956

91



Condensed Consolidating Balance Sheet as of September 28, 2013 in millions 
 
TFI
Parent

 
TFM
Parent

 
Non-
Guarantors

 Eliminations
 Total
Assets         
Current Assets:         
Cash and cash equivalents$
 $21
 $1,124
 $
 $1,145
Accounts receivable, net
 571
 926
 
 1,497
Inventories
 1,039
 1,778
 
 2,817
Other current assets351
 88
 117
 (411) 145
Total Current Assets351
 1,719
 3,945
 (411) 5,604
Net Property, Plant and Equipment32
 891
 3,130
 
 4,053
Goodwill
 881
 1,021
 
 1,902
Intangible Assets
 21
 117
 
 138
Other Assets895
 162
 244
 (821) 480
Investment in Subsidiaries11,975
 2,035
 
 (14,010) 
Total Assets$13,253
 $5,709
 $8,457
 $(15,242) $12,177
Liabilities and Shareholders’ Equity         
Current Liabilities:         
Current debt$457
 $132
 $251
 $(327) $513
Accounts payable27
 575
 757
 
 1,359
Other current liabilities4,625
 200
 901
 (4,588) 1,138
Total Current Liabilities5,109
 907
 1,909
 (4,915) 3,010
Long-Term Debt1,770
 679
 241
 (795) 1,895
Deferred Income Taxes24
 93
 362
 
 479
Other Liabilities149
 155
 282
 (26) 560
          
Total Tyson Shareholders’ Equity6,201
 3,875
 5,631
 (9,506) 6,201
Noncontrolling Interests
 
 32
 
 32
Total Shareholders’ Equity6,201
 3,875
 5,663
 (9,506) 6,233
Total Liabilities and Shareholders’ Equity$13,253
 $5,709
 $8,457
 $(15,242) $12,177
Condensed Consolidating Statement of Cash Flows for the year ended September 27, 2014 in millions 
 
TFI
Parent

 
TFM
Parent

 
Non-
Guarantors

 Eliminations
 Total
Cash Provided by (Used for) Operating Activities$132
 $431
 $660
 $(45) $1,178
Cash Flows from Investing Activities:         
Additions to property, plant and equipment(1) (147) (484) 
 (632)
(Purchases of)/Proceeds from marketable securities, net
 
 15
 
 15
Proceeds from notes receivable
 
 
 
 
Acquisitions, net of cash acquired(8,193) 
 
 
 (8,193)
Other, net5
 2
 3
 
 10
Cash Provided by (Used for) Investing Activities(8,189) (145) (466) 
 (8,800)
Cash Flows from Financing Activities:         
Net change in debt5,154
 
 (12) 
 5,142
Proceeds from issuance of common stock, net of issuance costs873
 
 
 
 873
Proceeds from issuance of equity component of tangible equity units1,255
 
 
 
 1,255
Purchases of Tyson Class A common stock(295) 
 
 
 (295)
Dividends(104) 
 (45) 45
 (104)
Stock options exercised67
 
 
 
 67
Other, net(22) 
 (1) 
 (23)
Net change in intercompany balances1,129
 (266) (863) 
 
Cash Provided by (Used for) Financing Activities8,057
 (266) (921) 45
 6,915
Effect of Exchange Rate Change on Cash
 
 
 
 
Increase (Decrease) in Cash and Cash Equivalents
 20
 (727) 
 (707)
Cash and Cash Equivalents at Beginning of Year
 21
 1,124
 
 1,145
Cash and Cash Equivalents at End of Period$
 $41
 $397
 $
 $438

92



Condensed Consolidating Statement of Cash Flows for the year ended September 28, 2013 in millions 
 
TFI
Parent

 
TFM
Parent

 
Non-
Guarantors

 Eliminations
 Total
Cash Provided by (Used for) Operating Activities$294
 $337
 $696
 $(13) $1,314
Cash Flows from Investing Activities:         
Additions to property, plant and equipment(4) (113) (441) 
 (558)
(Purchases of)/Proceeds from marketable securities, net
 (13) (5) 
 (18)
Proceeds from notes receivable
 
 
 
 
Acquisitions, net of cash acquired
 
 (106) 
 (106)
Other, net
 3
 36
 
 39
Cash Provided by (Used for) Investing Activities(4) (123) (516) 
 (643)
Cash Flows from Financing Activities:         
Net change in debt5
 
 (28) 
 (23)
Proceeds from issuance of common stock, net of issuance costs
 
 
 
 
Proceeds from issuance of equity component of tangible equity units
 
 
 
 
Purchases of Tyson Class A common stock(614) 
 
 
 (614)
Dividends(104) 
 (13) 13
 (104)
Stock options exercised123
 
 
 
 123
Other, net18
 
 
 
 18
Net change in intercompany balances281
 (202) (79) 
 
Cash Provided by (Used for) Financing Activities(291) (202) (120) 13
 (600)
Effect of Exchange Rate Change on Cash
 
 3
 
 3
Increase (Decrease) in Cash and Cash Equivalents(1) 12
 63
 
 74
Cash and Cash Equivalents at Beginning of Year1
 9
 1,061
 
 1,071
Cash and Cash Equivalents at End of Period$
 $21
 $1,124
 $
 $1,145
Condensed Consolidating Statement of Cash Flows for the year ended September 29, 2012 in millions 
 
TFI
Parent

 
TFM
Parent

 
Non-
Guarantors

 Eliminations
 Total
Cash Provided by (Used for) Operating Activities$312
 $438
 $447
 $(10) $1,187
Cash Flows from Investing Activities:         
Additions to property, plant and equipment(1) (104) (585) 
 (690)
(Purchases of)/Proceeds from marketable securities, net
 (7) (4) 
 (11)
Proceeds from notes receivable
 
 
 
 
Acquisitions, net of cash acquired
 
 
 
 
Other, net1
 5
 35
 
 41
Cash Provided by (Used for) Investing Activities
 (106) (554) 
 (660)
Cash Flows from Financing Activities:         
Net change in debt107
 
 16
 
 123
Proceeds from issuance of common stock, net of issuance costs
 
 
 
 
Proceeds from issuance of equity component of tangible equity units
 
 
 
 
Purchases of Tyson Class A common stock(264) 
 
 
 (264)
Dividends(57) 
 (10) 10
 (57)
Stock options exercised34
 
 
 
 34
Other, net(8) 
 1
 
 (7)
Net change in intercompany balances(124) (324) 448
 
 
Cash Provided by (Used for) Financing Activities(312) (324) 455
 10
 (171)
Effect of Exchange Rate Change on Cash
 
 (1) 
 (1)
Increase (Decrease) in Cash and Cash Equivalents
 8
 347
 
 355
Cash and Cash Equivalents at Beginning of Year1
 1
 714
 
 716
Cash and Cash Equivalents at End of Period$1
 $9
 $1,061
 $
 $1,071

93



Report of Independent Registered Public Accounting Firm


To the Board of Directors and Shareholders of
Tyson Foods, Inc.

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows present fairly, in all material respects, the financial position of Tyson Foods, Inc. and its subsidiaries atas of September 27, 201430, 2017 and September 28, 2013,October 1, 2016, and the results of their operations and their cash flows for each of the three years in the period ended September 27, 201430, 2017 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 27, 2014,30, 2017, based on criteria established in Internal Control - Integrated Framework (1992)(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).The Company's management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Annual Report on Internal Control overOver Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As described in Management’s Annual Report on Internal Control Over Financial Reporting, management has excluded The Hillshire Brands CompanyAdvancePierre Foods Holdings, Inc. from its assessment of internal control over financial reporting as of September 27, 201430, 2017 because it was acquired by the Company in a purchase business combination during August 2014.fiscal 2017. We have also excluded The Hillshire Brands CompanyAdvancePierre Foods Holdings, Inc. from our audit of internal control over financial reporting. The Hillshire Brands CompanyAdvancePierre Foods Holdings, Inc. is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 10%2.4% and 1%1.3%, respectively, of the related consolidated financial statement amounts as of and for the year ended September 27, 2014.30, 2017.



/s/ PricewaterhouseCoopers LLP
Fayetteville, ARArkansas
November 17, 201413, 2017

94




ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
An evaluation was performed, under the supervision and with the participation of management, including the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the 1934 Act)). Based on that evaluation, the CEO and CFO concluded that, as of September 27, 2014,30, 2017, our disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting
In the quarter ended September 27, 2014,30, 2017, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Management’s Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) of the 1934 Act. Our internal control over financial reporting was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
Management conducted an evaluation of the effectiveness of our internal control over financial reporting as of September 27, 2014.30, 2017. In making this assessment, we used criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (1992)(2013).
Based on this evaluation under the framework in Internal Control - Integrated Framework (1992) (2013) issued by COSO, Managementmanagement concluded the Company’s internal control over financial reporting was effective as of September 27, 2014.30, 2017.
Management excluded The Hillshire Brands CompanyAdvancePierre Food Holdings, Inc. from our assessment of internal control over financial reporting as of September 27, 201430, 2017 because it was acquired by the Company in a purchase business combination in August 2014. The Hillshire Brands CompanyJune 2017. AdvancePierre Food Holdings, Inc. is a wholly-owned subsidiary whose total assets and total revenues represent 10%2.4% and 1%1.3%, respectively, of the related consolidated financial statement amounts as of and for the year ended September 27, 2014.30, 2017.
The Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, who has audited the fiscal 20142017 financial statements included in this Annual Report on Form 10-K, has also audited the effectiveness of the Company’s internal control over financial reporting. Theirreporting as of September 30, 2017 as stated in its report which appears in Part II, Item 8.8 of this Annual Report on Form 10-K.
ITEM 9B. OTHER INFORMATION
None.Second Amended and Restated Employment Agreement

On November 9, 2017, we entered into a Second Amended and Restated Employment Agreement with Mr. John Tyson, Chairman of the Board of Directors. This agreement replaces Mr. Tyson’s previous employment agreement dated May 1, 2014.  
95The agreement provides for an annual base salary of $1,050,000 and eligibility for participation in the Company’s annual performance incentive plan, as well as any benefit programs generally applicable to employees of the Company. In addition, Mr. Tyson is eligible to receive, on such dates specified by the Company consistent with the Company’s treatment of similarly-situated employees, performance and stock incentive awards under the Company’s incentive plans then in effect (if any), subject to the discretion of the Compensation and Leadership Development Committee of our Board of Directors.
Mr. Tyson is also entitled to the use of certain Company-owned assets, including aircraft for up to 275 hours annually. Mr. Tyson is also entitled to personal security services provided by the Company, provided that such services do not exceed the value of $50,000 annually. The Company has also agreed to reimburse Mr. Tyson for the annual premium on a $7,500,000 life insurance policy. The Company will reimburse and gross-up any and all income tax liability of Mr. Tyson in connection with the use or acceptance of such Company-owned or -provided assets.




Mr. Tyson may terminate his employment under the agreement, subject to confidentiality and non-compete obligations contained therein, upon 30 days’ prior written notice to the Company. The Company’s Board of Directors has the right to terminate the agreement at any time upon written notice to Mr. Tyson. Any such termination without cause is subject to the Company’s obligation to pay, in a lump sum, an amount equal to two years of his base salary and two times his target annual cash bonus, plus continued medical coverage for life. Such termination will also trigger vesting of stock options, restricted stock and performance stock awards earlier than stated in the applicable award agreements.
Upon the occurrence of a change in control (as defined in the agreement), all previously granted restricted stock, performance stock and stock option awards will be treated in accordance with the applicable award agreement. 
A copy of this agreement is filed as Exhibit 10.76 to this Form 10-K.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
See information set forth under the captions “Election of Directors”, "Information Regarding the Board and “Section 16(a) Beneficial Ownership Reporting Compliance”its Committees" and "Report of the Audit Committee" in the Company’s definitive Proxy Statement for the Company’s Annual Meeting of Shareholders to be held January 30, 2015February 8, 2018 (the “Proxy Statement”), which information is incorporated herein by reference. Pursuant to general instruction G(3) of Annual Report on Form 10-K, certain information concerning our executive officers is included under the caption “Executive Officers of the Company” in Part I of this Report.Annual Report on Form 10-K.
We have a code of ethics as defined in Item 406 of Regulation S-K, which code applies to all of our directors and employees, including our principal executive officers, principal financial officer, principal accounting officer or controller, and persons performing similar functions. This code of ethics, titled “Tyson Foods, Inc. Code of Conduct,” is available, free of charge on our website at http://ir.tyson.com.
We will post any amendments to the Code of Conduct, and any waivers that are required to be disclosed by the rules of either the Securities and Exchange Commission or the New York Stock Exchange, on our website.
ITEM 11. EXECUTIVE COMPENSATION
See the information set forth under the captions “Executive Compensation,” “Director Compensation For Fiscal Year 20142017,” “Compensation Discussion and Analysis,” “Report of the Compensation and Leadership Development Committee,” and “Compensation Committee Interlocks and Insider Participation”, and "Section 16(a) Beneficial Ownership Reporting Compliance" in the Proxy Statement, which information is incorporated herein by reference. However, pursuant to instructions to Item 407(e)(5) of the Securities and Exchange Commission Regulation S-K, the material appearing under the sub-heading “Report of the Compensation and Leadership Development Committee” shall be deemed "furnished" and not be deemed to be “filed” with the Securities and Exchange Commission, other than as provided in this Item 11.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
See the information included under the captions “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Management” in the Proxy Statement, which information is incorporated herein by reference.
Securities Authorized for Issuance Under Equity Compensation Plans
The following information reflects certain information about our equity compensation plans as of September 27, 201430, 2017:
Equity Compensation Plan InformationEquity Compensation Plan Information
Number of
Securities to be
issued upon
exercise of
outstanding
options

 
Weighted
average
exercise price
of outstanding
options

 
Number of Securities
remaining available for
future issuance under
equity compensation plans
(excluding Securities
reflected in the first column)

Number of
Securities to be
issued upon
exercise of
outstanding
options

 
Weighted
average
exercise price
of outstanding
options

 
Number of Securities remaining available for
future issuance under
equity compensation plans
(excluding Securities
reflected in the first column (a) (b))

Equity compensation plans approved by security holders13,724,409
 $21.30
 55,345,262
7,547,518
 $40.54
 40,279,989
Equity compensation plans not approved by security holders
 
 

 
 
Total13,724,409
 $21.30
 55,345,262
7,547,518
 $40.54
 40,279,989
(a)Shares available for future issuance as of September 27, 2014,30, 2017, under the Stock Incentive Plan (30,428,186)(18,094,438), the Employee Stock Purchase Plan (17,269,468)(14,537,943) and the Retirement Savings Plan (7,647,608)
(b)"Securities" and "shares" refer to the Company's Class A common stock.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
See the information included under the captions “Election of Directors”, "Information Regarding the Board and its Committees" and “Certain Transactions” in the Proxy Statement, which information is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
See the information included under the captions “Audit Fees,” “Audit-Related Fees,” “Tax Fees,” “All Other Fees,” and “Audit Committee Pre-Approval Policy” in the Proxy Statement, which information is incorporated herein by reference.

96




PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
 
(a)The following documents are filed as a part of this report:
(1) Consolidated Financial Statements
Consolidated Statements of Income
for the three years ended September 27, 201430, 2017
Consolidated Statements of Comprehensive Income
for the three years ended September 27, 201430, 2017
Consolidated Balance Sheets at
September 27, 201430, 2017, and September 28, 2013October 1, 2016
Consolidated Statements of Shareholders’ Equity
for the three years ended September 27, 201430, 2017
Consolidated Statements of Cash Flows
for the three years ended September 27, 201430, 2017
Notes to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
(2) Consolidated Financial Statement Schedules
Financial Statement Schedule - Schedule II Valuation and Qualifying
Accounts for the three years ended September 27, 201430, 2017
All other schedules are omitted because they are neither applicable nor required.
(3) Exhibits required by Item 601 of Regulation S-K
The exhibits filed with this report are listed in the Exhibit Index atpreceding the end of Item 15.signature pages to this

97Annual Report on Form 10-K and incorporated herein by reference.



FINANCIAL STATEMENT SCHEDULE
TYSON FOODS, INC.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
Three Years Ended September 30, 2017
          in millions
    Additions    
  
Balance at
Beginning
of Period

 
Charged to
Costs and
Expenses

 
Charged to
Other Accounts

 (Deductions)
 
Balance at End
of Period

Allowance for Doubtful Accounts:          
2017 $33
 $10
 $
 $(9) $34
2016 27
 10
 
 (4) 33
2015 34
 1
 
 (8) 27
Inventory Lower of Cost or Market Allowance:          
2017 $39
 $5
 $
 $(41) $3
2016 58
 70
 
 (89) 39
2015 7
 99
 
 (48) 58
Valuation Allowance on Deferred Tax Assets:          
2017 $72
 $4
 $
 $(1) $75
2016 68
 10
 
 (6) 72
2015 51
 21
 
 (4) 68


EXHIBIT INDEX
Exhibit No.
 
2.1 
   
2.2 
   
2.3 
2.4
   
3.1 
   
3.2 
   
4.1 
   
4.2 
   
4.3 
   
4.4 Form of 6.60% Senior Notes due April 1, 2016 issued under the Company Indenture (previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed March 22, 2006, Commission File No. 001-14704, and incorporated herein by reference).
4.5
   
4.64.5 
   
4.74.6 
   
4.84.7 
   



98



4.114.10 
   
4.124.11 
   
4.134.12 
   
4.144.13 
   
4.154.14 
   
4.164.15 
   
4.174.16 
   
4.184.17 
   
4.194.18 
   
4.204.19 
   
4.214.20 
   
4.224.21 Indenture dated October 2, 1990, between Sara Lee Corporation and Continental Bank, N.A., as Trustee (the “Sara Lee Indenture”) (previously filed as Exhibit 4.1 ofto Amendment No. 1 to Registration Statement No. 33-33603 on Form S-3 by Sara Lee Corporation, predecessor in interest to The Hillshire Brands Company, filed with the Commission on October 5, 1990, Commission File No. 001-03344, and incorporated herein by reference).
   
4.234.22 
   
4.244.23 Form of 4.10% Notes due 2020 issued pursuant to the Sara Lee Indenture (included in Exhibit 4.2 to Current Report on Form 8-K dated September 7, 2010 by The Hillshire Brands Company, Commission File No. 001-03344, and incorporated herein by reference).
4.25


4.24
4.25
4.26
4.27
4.28
4.29
4.30
4.31
4.32
4.33
4.34
4.35
   
10.1 Second Amended and Restated Commitment Letter entered into as of June 9, 2014, among the Company, Morgan Stanley Senior Funding, Inc. and JPMorgan Chase Bank (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 10, 2014, Commission File No. 001-14704, and incorporated herein by reference).
10.2Credit Agreement, dated as of September 25, 2014, by and among the Company, JPMorgan Chase Bank, N.A., as the Administrative Agent, and certain other lenders party thereto (previously filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed September 29, 2014, Commission File No. 001-14704, and incorporated herein by reference).

99



10.3364-Day Bridge Term Loan Agreement, dated as of July 15, 2014, by and among the Company, Morgan Stanley Senior Funding, Inc., as the Administrative Agent, and certain other lenders party thereto (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 17, 2014, Commission File No. 001-14704, and incorporated herein by reference).
10.4Term Loan Agreement, dated as of July 15, 2014, by and among the Company, Morgan Stanley Senior Funding, Inc., as the Administrative Agent, and certain other lenders party thereto (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed July 17, 2014, Commission File No. 001-14704, and incorporated herein by reference).
   
10.2
10.3
10.4


10.5 
10.6
10.7*
   
10.610.8*
   
10.710.9*Employment Agreement, dated November 14, 2012, by and between the Company and Donald J. Smith (previously filed as Exhibit 10.12 to the Company's Annual Report on Form 10-K for the fiscal year ended September 29, 2012, Commission File No. 001-14704, and incorporated herein by reference).
10.8
   
10.910.10*
10.10Employment Agreement, dated November 14, 2012, by and between the Company and Kenneth J. Kimbro (previously filed as Exhibit 10.16 to the Company's Annual Report on Form 10-K for the fiscal year ended September 29, 2012, Commission File No. 001-14704, and incorporated herein by reference).
   
10.11*Employment Agreement, dated November 14, 2012, by and between the Company and Donnie D. King (previously filed as Exhibit 10.17 to the Company's Annual Report on Form 10-K for the fiscal year ended September 29, 2012, Commission File No. 001-14704, and incorporated herein by reference).
10.12Employment Agreement, dated November 15, 2013, by and between the Company and Donnie D. King(previously filed as Exhibit 10.17 to the Company's Annual Report on Form 10-K for the fiscal year ended September 28, 2013, Commission File No. 001-14704, and incorporated herein by reference).
10.13Employment Agreement, dated November 14, 2012, by and between the Company and Noel W. White (previously filed as Exhibit 10.18 to the Company's Annual Report on Form 10-K for the fiscal year ended September 29, 2012, Commission File No. 001-14704, and incorporated herein by reference).
10.14
   
10.1510.12*
   
10.1610.13*
   
10.1710.14*
   
10.1810.15*Amendment to
   
10.1910.16*Employment Agreement, dated August 29, 2014, by and between the Company and Andrew P. Callahan.
10.20Employment Agreement, dated August 29, 2014, by and between the Company and Sobhana (Sally) Grimes.
10.21Employment Agreement, dated August 29, 2014, by and between the Company and Thomas P. Hayes.

100



10.22Employment Agreement, dated August 29, 2014, by and between the Company and Mary Oleksiuk.Oleksiuk (previously filed as Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 27, 2014, Commission File No. 001-14704, and incorporated herein by reference).
   
10.2310.17*
 
10.18*
10.19*
10.20*
10.21*


10.22*
   
10.2410.23*
   
10.2510.24*
   
10.2610.25*
   
10.2710.26*
   
10.2810.27*
   
10.2910.28*
   
10.3010.29*
   
10.3110.30*
   
10.3210.31*
   
10.3310.32*
   
10.3410.33*
   
10.3510.34*
   
10.3610.35*

 
10.36*
10.37*
   



101



10.40*
10.39 
10.41*
10.42*
10.43*
   
10.4010.44*
   
10.4110.45*
 
10.46*
10.47*
   
10.4210.48*
   
10.4310.49*

  
10.4410.50*

  
10.4510.51*

  


10.46
10.52*

  
10.4710.53*

  
10.4810.54*

  
10.4910.55*

  
10.5010.56*

  
10.5110.57*

  
10.5210.58*

  

102



10.59*
10.53

  
10.5410.60*

  
10.5510.61*
 
10.62*
10.63*
10.64*
10.65*


10.66*
10.67*
10.68*
10.69*
10.70*
10.71*
10.72*

  
10.5610.73 
   
10.5710.74*
10.75*
10.76*
   
12.1 
   
14.1 
   
21 
   
23 
   
31.1 
   
31.2 
   
32.1 
   


32.2 
   
101 The following financial information from our Annual Report on Form 10-K for the year ended September 27, 2014,30, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Shareholders' Equity, (v) Consolidated Statements of Cash Flows, (vi) the Notes to Consolidated Financial Statements, and (vii) Financial Statement Schedule.
*Indicates a management contract or compensatory plan or arrangement.

103ITEM 16. Form 10-K Summary
None.





SIGNATURES
Pursuant to requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 TYSON FOODS, INC.  
     
 By:/s/ Dennis Leatherby November 17, 201413, 2017
  Dennis Leatherby  
  
Executive Vice President and Chief
Financial Officer (Principal Financial Officer)
  

104




Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
 
/s/ Kathleen M. BaderGaurdie E. Banister Jr. Director November 17, 201413, 2017
Kathleen M. BaderGaurdie E. Banister Jr.    
     
/s/ Gaurdie E. Banister Jr.Mike Beebe Director November 17, 201413, 2017
Gaurdie E. Banister Jr.Mike Beebe    
     
/s/ Curt T. Calaway Senior Vice President, Controller and November 17, 201413, 2017
Curt T. Calaway Chief Accounting Officer  
         (Principal Accounting Officer)
  
/s/ Jim KeverMikel A. Durham Director November 17, 201413, 2017
Jim KeverMikel A. Durham  
/s/ Thomas P. HayesPresident and Chief Executive OfficerNovember 13, 2017
Thomas P. Hayes      (Principal Executive Officer)  
     
/s/ Dennis Leatherby Executive Vice President and Chief Financial Officer November 17, 201413, 2017
Dennis Leatherby       (Principal Financial Officer)  
     
/s/ Kevin M. McNamara Director November 17, 201413, 2017
Kevin M. McNamara    
     
/s/ Brad T. SauerCheryl S. Miller Director November 17, 201413, 2017
Brad T. SauerCheryl S. Miller    
     
/s/ Donnie SmithJeffrey K. Schomburger President and Chief Executive OfficerDirector November 17, 201413, 2017
Donnie SmithJeffrey K. Schomburger    
     
/s/ Robert C. Thurber Director November 17, 201413, 2017
Robert C. Thurber    
     
/s/ Barbara A. Tyson Director November 17, 201413, 2017
Barbara A. Tyson    
     
/s/ John Tyson Chairman of the Board of Directors November 17, 201413, 2017
John Tyson    
/s/ Albert C. ZapantaDirectorNovember 17, 2014
Albert C. Zapanta

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FINANCIAL STATEMENT SCHEDULE
TYSON FOODS, INC.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
Three Years Ended September 27, 2014
          in millions
    Additions    
  
Balance at
Beginning
of Period

 
Charged to
Costs and
Expenses

 
Charged to
Other Accounts

 (Deductions)
 
Balance at End
of Period

Allowance for Doubtful Accounts:          
2014 $46
 $5
 $
 $(17) $34
2013 33
 17
 
 (4) 46
2012 31
 7
 
 (5) 33
Inventory Lower of Cost or Market Allowance:          
2014 $16
 $14
 $
 $(23) $7
2013 24
 49
 
 (57) 16
2012 6
 52
 
 (34) 24
Valuation Allowance on Deferred Tax Assets:          
2014 $77
 $26
 $13
 $(65) $51
2013 78
 8
 
 (9) 77
2012 92
 16
 
 (30) 78

106