UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



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

For the quarterly period ended ~~December 30, 2017~~March 28, 2020



¨☐	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)~~Principal Executive Offices)			(Zip Code)
		(479)	290-4000
(Registrant’s telephone number, including area code)

~~(479) 290-4000~~Securities Registered Pursuant to Section 12(b) of the Act:

~~(Registrant’s telephone number, including area code)~~



Title of Each Class			Trading Symbol	Name of Each Exchange on Which Registered
Class A Common Stock	Par Value	$0.10	TSN	New York Stock Exchange

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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and ~~"emerging~~“emerging growth ~~company"~~company” in Rule 12b-2 of the Exchange Act.

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☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of ~~December 30, 2017.~~March 28, 2020.



Class		Outstanding Shares
Class A Common Stock, $0.10 Par Value (Class A stock)		~~297,503,193~~294,309,781
Class B Common Stock, $0.10 Par Value (Class B stock)		70,010,355

Class B stock is not listed for trading on any exchange or market system. However, Class B stock is convertible into Class A stock on a share-for-share basis.

TABLE OF ~~CONENTS~~CONTENTS

PART I. FINANCIAL INFORMATION



		PAGE
Item 1.	Financial Statements

	Consolidated Condensed Statements of Income for the Three and Six Months Ended ~~December~~March 28, 2020, and March 30, ~~2017, and December 31, 2016~~2019	3

	Consolidated Condensed Statements of Comprehensive Income for the Three and Six Months Ended ~~December~~March 28, 2020, and March 30, ~~2017, and December 31, 2016~~2019	4

	Consolidated Condensed Balance Sheets as of ~~December 30, 2017,~~March 28, 2020, and September ~~30, 2017~~28, 2019	5

	Consolidated Condensed Statements of ~~Cash Flows~~Shareholders' Equity for the Three and Six Months Ended ~~December~~March 28, 2020, and March 30, ~~2017, and December 31, 2016~~2019	6

	~~Notes to~~ Consolidated Condensed ~~Financial~~ Statements of Cash Flows for the Six Months Ended March 28, 2020, and March 30, 2019	7

	Notes to Consolidated Condensed Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2829

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3943

Item 4.	Controls and Procedures	4245

PART II. OTHER INFORMATION



Item 1.	Legal Proceedings	4246

Item 1A.	Risk Factors	4347

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4348

Item 3.	Defaults Upon Senior Securities	4449

Item 4.	Mine Safety Disclosures	4449

Item 5.	Other Information	4449

Item 6.	Exhibits	4549

SIGNATURES		4650

PART I. FINANCIAL INFORMATION


Item 1.	Financial Statements

TYSON FOODS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF INCOME

(In millions, except per share data)

(Unaudited)


	Three Months Ended						Three Months Ended						Six Months Ended
	December 30, 2017			December 31, 2016			March 28, 2020			March 30, 2019			March 28, 2020			March 30, 2019
Sales	$	10,229		$	9,182		$	10,888		$	10,443		$	21,703		$	20,636
Cost of Sales	8,778			7,699			9,867			9,251			19,242			18,089
Gross Profit	1,451			1,483			1,021			1,192			2,461			2,547
Selling, General and Administrative	524			501			520			557			1,134			1,105
Operating Income	927			982			501			635			1,327			1,442
Other (Income) Expense:
Interest income	(2		)	(2		)	(3		)	(5		)	(6		)	(7		)
Interest expense	88			58			119			119			239			218
Other, net	(1		)	14			(106		)	(7		)	(122		)	(10		)
Total Other (Income) Expense	85			70			10			107			111			201
Income before Income Taxes	842			912			491			528			1,216			1,241
Income Tax Expense (Benefit)	(790		)	318
Income Tax Expense							124			98			288			259
Net Income	1,632			594			367			430			928			982
Less: Net Income Attributable to Noncontrolling Interests	1			1			3			4			7			5
Net Income Attributable to Tyson	$	1,631		$	593		$	364		$	426		$	921		$	977
Weighted Average Shares Outstanding:
Class A Basic	296			297			293			294			293			294
Class B Basic	70			70			70			70			70			70
Diluted	371			373			365			366			366			366
Net Income Per Share Attributable to Tyson:
Class A Basic	$	4.54		$	1.64		$	1.03		$	1.20		$	2.59		$	2.74
Class B Basic	$	4.09		$	1.49		$	0.92		$	1.07		$	2.32		$	2.46
Diluted	$	4.40		$	1.59		$	1.00		$	1.17		$	2.52		$	2.67
Dividends Declared Per Share:
Class A	$	0.375		$	0.300
Class B	$	0.338		$	0.270

See accompanying Notes to Consolidated Condensed Financial Statements.

TYSON FOODS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

(Unaudited)


	Three Months Ended						Three Months Ended						Six Months Ended
	December 30, 2017			December 31, 2016			March 28, 2020			March 30, 2019			March 28, 2020			March 30, 2019
Net Income	$	1,632		$	594		$	367		$	430		$	928		$	982
Other Comprehensive Income (Loss), Net of Taxes:
Derivatives accounted for as cash flow hedges	(1		)	3			(5		)	(3		)	(2		)	(12		)
Investments	—			(1		)	—			—			—			1
Currency translation	1			(14		)	(104		)	25			(69		)	33
Postretirement benefits	2			(3		)	(42		)	—			(42		)	(3		)
Total Other Comprehensive Income (Loss), Net of Taxes	2			(15		)	(151		)	22			(113		)	19
Comprehensive Income	1,634			579			216			452			815			1,001
Less: Comprehensive Income Attributable to Noncontrolling Interests	1			1			3			4			7			5
Comprehensive Income Attributable to Tyson	$	1,633		$	578		$	213		$	448		$	808		$	996

See accompanying Notes to Consolidated Condensed Financial Statements.

TYSON FOODS, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

(In millions, except share and per share data)

(Unaudited)


	December 30, 2017			September 30, 2017			March 28, 2020			September 28, 2019
Assets
Current Assets:
Cash and cash equivalents	$	293		$	318		$	437		$	484
Accounts receivable, net	1,600			1,675			2,248			2,173
Inventories	3,213			3,239			4,025			4,108
Other current assets	172			219			389			404
Assets held for sale	715			807
Total Current Assets	5,993			6,258			7,099			7,169
Net Property, Plant and Equipment	5,673			5,568			7,464			7,282
Goodwill	9,404			9,324			10,847			10,844
Intangible Assets, net	6,282			6,243			6,898			7,037
Other Assets	694			673			1,582			765
Total Assets	$	28,046		$	28,066		$	33,890		$	33,097

Liabilities and Shareholders’ Equity
Current Liabilities:
Current debt	$	811		$	906		$	1,142		$	2,102
Accounts payable	1,748			1,698			1,742			1,926
Other current liabilities	1,413			1,424			1,522			1,485
Liabilities held for sale	6			4
Total Current Liabilities	3,978			4,032			4,406			5,513
Long-Term Debt	8,875			9,297			10,978			9,830
Deferred Income Taxes	2,013			2,979			2,384			2,356
Other Liabilities	1,206			1,199			1,528			1,172
Commitments and Contingencies (Note 17)
Commitments and Contingencies (Note 18)
Shareholders’ Equity:
Common stock ($0.10 par value):
Class A-authorized 900 million shares, issued 378 million shares	38			38			38			38
Convertible Class B-authorized 900 million shares, issued 70 million shares	7			7			7			7
Capital in excess of par value	4,346			4,378			4,378			4,378
Retained earnings	11,272			9,776			14,392			13,787
Accumulated other comprehensive gain	18			16
Treasury stock, at cost – 80 million shares at December 30, 2017 and September 30, 2017	(3,726		)	(3,674		)
Accumulated other comprehensive gain (loss)							(230		)	(117		)
Treasury stock, at cost – 83 million shares at March 28, 2020 and 82 million shares at September 28, 2019							(4,136		)	(4,011		)
Total Tyson Shareholders’ Equity	11,955			10,541			14,449			14,082
Noncontrolling Interests	19			18			145			144
Total Shareholders’ Equity	11,974			10,559			14,594			14,226
Total Liabilities and Shareholders’ Equity	$	28,046		$	28,066		$	33,890		$	33,097

See accompanying Notes to Consolidated Condensed Financial Statements.

TYSON FOODS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In millions)

(Unaudited)



	Three Months Ended								Six Months Ended
	March 28, 2020				March 30, 2019				March 28, 2020					March 30, 2019
	Shares	Amount			Shares	Amount			Shares		Amount			Shares		Amount
Class A Common Stock:
Balance at beginning and end of period	378	$	38		378	$	38		378		$	38		378		$	38

Class B Common Stock:
Balance at beginning and end of period	70	7			70	7			70		7			70		7

Capital in Excess of Par Value:
Balance at beginning of period		4,354				4,332					4,378					4,387
Stock-based compensation		24				18					—					(37		)
Balance at end of period		4,378				4,350					4,378					4,350

Retained Earnings:
Balance at beginning of period		14,178				12,719					13,787					12,329
Net income attributable to Tyson		364				426					921					977
Dividends		(150		)		(133		)			(316		)			(294		)
Balance at end of period		14,392				13,012					14,392					13,012

Accumulated Other Comprehensive Income (Loss), Net of Tax:
Balance at beginning of period		(79		)		(18		)			(117		)			(15		)
Other comprehensive income (loss)		(151		)		22					(113		)			19
Balance at end of period		(230		)		4					(230		)			4

Treasury Stock:
Balance at beginning of period	83	(4,079		)	82	(3,951		)	82		(4,011		)	82		(3,943		)
Purchase of Class A common stock	—	(64		)	1	(63		)	2		(196		)	2		(146		)
Stock-based compensation	—	7			—	26			(1	)	71			(1	)	101
Balance at end of period	83	(4,136		)	83	(3,988		)	83		(4,136		)	83		(3,988		)

Total Shareholders’ Equity Attributable to Tyson		$	14,449			$	13,423				$	14,449				$	13,423

Equity Attributable to Noncontrolling Interests:
Balance at beginning of period		$	147			$	132				$	144				$	8
Net income attributable to noncontrolling interests		3				4					7					5
Business combination and other		(5		)		(1		)			(6		)			122
Total Equity Attributable to Noncontrolling Interests		$	145			$	135				$	145				$	135

Total Shareholders’ Equity		$	14,594			$	13,558				$	14,594				$	13,558

See accompanying Notes to Consolidated Condensed Financial Statements.

TYSON FOODS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)


	Three Months Ended						Six Months Ended
	December 30, 2017			December 31, 2016			March 28, 2020			March 30, 2019
Cash Flows From Operating Activities:
Net income	$	1,632		$	594		$	928		$	982
Depreciation and amortization	229			177			581			523
Deferred income taxes	(967		)	(4		)	46			4
Other, net	29			7			(35		)	69
Net changes in operating assets and liabilities	203			360			(260		)	(639		)
Cash Provided by Operating Activities	1,126			1,134			1,260			939
Cash Flows From Investing Activities:
Additions to property, plant and equipment	(296		)	(200		)	(624		)	(656		)
Purchases of marketable securities	(12		)	(15		)	(48		)	(30		)
Proceeds from sale of marketable securities	9			13			31			29
Acquisition, net of cash acquired	(226		)	—
Acquisitions, net of cash acquired							—			(2,141		)
Proceeds from sale of business	125			—			29			—
Acquisition of equity investments							(184		)	—
Other, net	(22		)	(12		)	(81		)	32
Cash Used for Investing Activities	(422		)	(214		)	(877		)	(2,766		)
Cash Flows From Financing Activities:
Proceeds from issuance of debt							68			4,600
Payments on debt	(429		)	(20		)	(62		)	(1,849		)
Borrowings on revolving credit facility	655			435			1,210			335
Payments on revolving credit facility	(650		)	(735		)	(1,080		)	(335		)
Proceeds from issuance of commercial paper	5,728			—			12,886			10,145
Repayments of commercial paper	(5,824		)	—			(12,885		)	(10,567		)
Purchases of Tyson Class A common stock	(164		)	(576		)	(196		)	(146		)
Dividends	(108		)	(79		)	(301		)	(269		)
Stock options exercised	63			6			28			24
Other, net	—			12			(7		)	(26		)
Cash Used for Financing Activities	(729		)	(957		)
Cash (Used for) Provided by Financing Activities							(339		)	1,912
Effect of Exchange Rate Changes on Cash	—			(5		)	(9		)	5
Decrease in Cash and Cash Equivalents	(25		)	(42		)
Cash and Cash Equivalents at Beginning of Year	318			349
Increase in Cash and Cash Equivalents and Restricted Cash							35			90
Cash and Cash Equivalents and Restricted Cash at Beginning of Year							484			270
Cash and Cash Equivalents and Restricted Cash at End of Period							519			360
Less: Restricted Cash at End of Period							82			—
Cash and Cash Equivalents at End of Period	$	293		$	307		$	437		$	360

See accompanying Notes to Consolidated Condensed Financial Statements.

TYSON FOODS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1: ACCOUNTING POLICIES

Basis of Presentation

The consolidated condensed financial statements are unaudited and have been prepared by Tyson Foods, Inc. (“Tyson,” “the Company,” “we,” “us” or “our”). Certain information and accounting policies and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations of the United States Securities and Exchange Commission. Although we believe the disclosures contained herein are adequate to make the information presented not misleading, these consolidated condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended September ~~30, 2017.~~28, 2019. Preparation of consolidated condensed financial statements requires us to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

We believe the accompanying consolidated condensed financial statements contain all adjustments, which are of a normal recurring nature, necessary to state fairly our financial position as of ~~December 30, 2017,~~March 28, 2020, and the results of operations for the three and six months ended ~~December~~March 28, 2020, and March 30, ~~2017, and December 31, 2016.~~2019. Results of operations and cash flows for the periods presented are not necessarily indicative of results to be expected for the full year.

Consolidation

The consolidated condensed 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.

Leases

We determine if an agreement is or contains a lease at its inception by evaluating if an identified asset exists that we control for a period of time. When a lease exists, we classify it as a finance or operating lease and record a right-of-use ("ROU") asset and a corresponding lease liability at lease commencement. We have elected to not record leases with a term of 12 months or less in our Consolidated Condensed Balance Sheets, and accordingly, lease expense for these short-term leases is recognized on a straight-line basis over the lease term. Finance lease assets are presented within Net Property, Plant and Equipment and finance lease liabilities are presented within Current and Long-Term Debt in our Consolidated Condensed Balance Sheets. Finance lease disclosures are omitted as they are deemed immaterial. Operating ROU assets are presented within Other Assets, and operating lease liabilities are recorded within Other current liabilities and Other Liabilities in our Consolidated Condensed Balance Sheets. Lease assets are subject to review for impairment in a manner consistent with Property, Plant and Equipment.

ROU assets are presented in our Consolidated Condensed Balance Sheets based on the present value of the corresponding liabilities and are adjusted for any prepayments, lease incentives received or initial direct costs incurred. The measurement of our ROU assets and liabilities includes all fixed payments and any variable payments based on an index or rate. Variable lease payments which do not depend on an index, or where rates are unknown, are excluded from lease payments in the measurement of the ROU asset and lease liability, and accordingly, are recognized as lease expense in the period the obligation for those payments is incurred. The present value of lease payments is based on our incremental borrowing rate according to the lease term and information available at the lease commencement date, as our lease arrangements generally do not provide an implicit interest rate. The incremental borrowing rate is derived using a hypothetically-collateralized borrowing cost, based on our revolving credit facility, plus a country risk factor, where applicable. We consider our credit rating and the current economic environment in determining the collateralized rate.

Our lease arrangements can include fixed or variable non-lease components, such as common area maintenance, taxes and labor. We account for each lease and any non-lease components associated with that lease as a single lease component for all asset classes, except production and livestock grower asset classes embedded in service and supply agreements, and other asset classes that include significant maintenance or service components. We account for lease and non-lease components of an agreement separately based on relative stand-alone prices either observable or estimated if observable prices are not readily available. For asset classes where an election was made not to separate lease and non-lease components, all costs associated with a lease contract are disclosed as lease costs. The accounting for some of the Company's leases may require significant judgment when determining whether a contract is or contains a lease, the lease term, and the likelihood of exercising renewal or termination options. Our leases can include options to extend or terminate use of the underlying assets. These options are included in the lease term used to determine ROU assets and corresponding liabilities when we are reasonably certain we will exercise the option. Additionally, certain leases can have residual value guarantees, which are included within our operating lease liabilities when considered probable. Our lease agreements do not include significant restrictions or covenants.

Recognition, measurement and presentation of expenses and cash flows arising from a lease will depend on classification as a finance or operating lease. Operating lease expense is recognized on a straight-line basis over the lease term, whereas the amortization of finance lease assets is recognized on a straight-line basis over the shorter of the estimated useful life of the underlying asset or the lease term. Operating lease expense and finance lease amortization are presented in Cost of Sales or Selling, General and Administrative in our Consolidated Condensed Statements of Income depending on the nature of the leased item. Interest expense on finance lease obligations is recorded over the lease term and is presented in Interest expense, based on the effective interest method. All operating lease cash payments and interest on finance leases are presented within Net cash provided by operating activities and all finance lease principal payments are presented within Net cash used in financing activities in our Consolidated Condensed Statements of Cash Flows.

Use of Estimates

The consolidated condensed 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 condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Risks and Uncertainties

We have considered the impact of the global novel coronavirus pandemic (“COVID-19” or “pandemic”) on our consolidated condensed financial statements. Although COVID-19 has not had a significant negative impact on our consolidated condensed financial statements as of March 28, 2020 and for the three and six month periods then ended, we expect it to have future impacts, the extent of which is uncertain and largely subject to whether the severity worsens or duration lengthens. These impacts could include but may not be limited to risks and uncertainty related to worker availability, our ability to operate production facilities, demand-driven production facility closures, shifts in demand between sales channels and market volatility in our supply chain. Consequently, this may subject us to future risk of material goodwill, intangible and long-lived asset impairments, increased reserves for uncollectible accounts, and adjustments for inventory and market volatility for items subject to fair value measurements such as derivatives and investments.

Recently Issued Accounting Pronouncements

In ~~August 2017,~~March 2020, the Financial Accounting Standards Board ("FASB") issued guidance providing optional expedients and exceptions to account for the effects of reference rate reform to contracts, hedging relationships, and other transactions that ~~eases certain documentation and assessment requirements~~reference LIBOR or another reference rate expected to be discontinued. The optional guidance is effective as of ~~hedge effectiveness and modifies~~March 12, 2020 through December 31, 2022. We are currently evaluating the impact this guidance will have on our consolidated financial statements.

In December 2019, the FASB issued guidance that simplifies the accounting for ~~components excluded from the assessment. Some of the modifications include the ineffectiveness of derivative gain/loss~~income taxes by removing certain exceptions to general principles in ~~highly effective cash flow hedge~~Topic 740 and clarifies other general principles by adding certain requirements to be recorded in Other Comprehensive Income, the change in fair value of derivative to be recorded in the same income statement line as the 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.Topic 740. The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, ~~2018,~~2020, our fiscal ~~2020.~~2022. Early adoption is permitted ~~and~~for periods for which financial statements have not yet been issued, beginning our fiscal 2020. An entity that elects to early adopt the ~~modified retrospective~~amendments in an interim period should reflect any adjustments as of the beginning of the annual period that includes that interim period. The application of the guidance requires various transition ~~method should be applied.~~methods depending on the specific amendment. We are currently evaluating the impact this guidance will have on our consolidated financial statements.

In May 2017, the FASB issued guidance that clarifies which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. 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 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 to 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~~do not expect the ~~impact~~adoption

of this guidance will have a material impact on our consolidated financial statements.

Changes in Accounting Principles

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 included the ineffectiveness of derivative gain/loss in highly effective cash flow hedges to be recorded in Other Comprehensive Income, alignment of the recognition and presentation of the effects related to the hedging instrument and hedged item in the financial statements, 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 simplified 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. We adopted this guidance in the first quarter of fiscal 2020 using the modified retrospective transition approach, and it did not have a material impact on our consolidated financial statements.

In February 2016, the FASB issued guidance ~~which~~that created new accounting and reporting guidelines for leasing arrangements. The guidance 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 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.

~~Changes in Accounting Principles~~

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, as well as classification of related amounts within the statement of cash flows and 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. 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~~2020 using the optional transition method that allows for a cumulative-effect adjustment in the ~~consolidated statements~~period of ~~income when~~adoption with no restatement of prior periods. We have elected 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~~package 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. For the three months ended December 30, 2017, the recorded tax benefit was not material. In addition, when calculating potential common shares used to determine diluted earnings per share this guidance requires that assumed proceedspractical expedients available under the ~~treasury stock method be modified~~transition guidance which allows us to ~~exclude~~not reassess prior conclusions related to lease classifications, existing contracts containing leases, and initial direct costs, as well as the ~~amount~~practical expedient that allows the continued historical treatment of ~~excess tax benefits~~land easements. We did not elect the practical expedient for the use of hindsight in evaluating the expected lease term of existing leases. The adoption resulted in the recording of operating lease assets and operating lease liabilities of $549 million and $546 million, respectively, as of September 29, 2019, with no changes to our finance leases. The difference between the additional lease assets and lease liabilities, represents existing deferred rent and prepaid lease balances that ~~would have been recognized in additional paid-in capital. These changes~~ were ~~applied~~reclassified on ~~a prospective basis which~~the balance sheet. The adoption did not have a material impact to diluted earnings per share for the three months ended December 30, 2017. 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 which did not have a material impact on our ~~consolidated financial statements. The guidance changes~~Consolidated Condensed Statements of Income or our Consolidated Condensed Statements of Cash Flows. For further description of our lease policy refer to the ~~presentation of excess tax benefits from a financing activity~~Leases section above, and for quantitative lease information refer to an operating activity in the consolidated statements of cash flows. We applied this change prospectively, and thus, prior periods have not been adjusted. This guidance also requires the presentation relatedPart I, Item 1, Notes to cash paid to a taxing authority when shares are withheld to satisfy the statutory income tax withholding obligation to a financing activity in the consolidated statements of cash flows. The adoption of this standard did not have a material impact on our consolidated statements of cash flows.

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 was applied. We adopted this guidance in the first quarter of fiscal 2018 and it did not have a material impact on our consolidated financial statements.Consolidated Condensed Financial Statements, Note 5: Leases.

NOTE 2: ACQUISITIONS ~~AND DISPOSITIONS~~

~~Acquisitions~~

On ~~November 10, 2017,~~June 3, 2019, we acquired ~~a value-added protein business~~the Thai and European operations of BRF S.A. ("Thai and European operations") for ~~$226~~$326 million, net of cash acquired, subject to certain adjustments, as a part of our ~~strategic expansion initiative.~~growth strategy to expand offerings of value-added protein in global markets. Its results, subsequent to the acquisition closing, are included in our Prepared Foods and Chicken segments. The preliminary purchase price allocation included $21 million of net working capital, including $10 million of cash acquired, $13 million of Property, Plant and Equipment, $90 million of Intangible Assets and $112 million of Goodwill. All of the goodwill acquired is deductibleInternational/Other for tax purposes. Certain estimated values for the acquisition, including goodwill, intangible assets, and property, plant and equipment, are not yet finalized and are subject to revision as additional information becomes available and more detailed analyses are completed.

On June 7, 2017, we acquired all of the outstanding common stock of AdvancePierre Foods Holdings, Inc. ("AdvancePierre") as part of our strategy to sustainably feed the world with the fastest growing portfolio of protein brands. The purchase price was equal to $40.25 per share 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 and a new term loan facility, as well as borrowings under our commercial paper program. AdvancePierre's results from operations subsequent to the acquisition closing are included in the Prepared Foods and Chicken segments.

~~The following table summarizes the purchase price allocation and fair values of the assets acquired and liabilities assumed at the acquisition date of AdvancePierre.~~segment presentation. Certain estimated values for the acquisition, including goodwill, intangible assets, property, plant and equipment, noncontrolling interest, and deferred income taxes are not yet finalized and are subject to revision as additional information becomes available and more detailed analyses are completed. The preliminary purchase price ~~was allocated based on information available at acquisition date.~~allocation includes $297 million of net working capital, including $56 million of cash acquired, $93 million of Property, Plant and Equipment, $10 million of Goodwill, $23 million of Intangible Assets, $24 million of Other Liabilities, $10 million of Deferred Income Taxes and $7 million of Noncontrolling Interest. Intangible Assets included customer relationships which will be amortized over a life of 7 years. We do not expect the goodwill to be deductible for income tax purposes. During the first quarter of fiscal ~~2018,~~2020, we recorded measurement period adjustments which ~~decreased goodwill~~increased Goodwill by $2$9 million, ~~primarily related~~including a reduction to ~~updated information related~~net working capital of $10 million and a decrease in Deferred Income Taxes of $1 million.

On November 30, 2018, we acquired all of the outstanding common stock of MFG (USA) Holdings, Inc. and McKey Luxembourg Holdings S.à.r.l. (“Keystone Foods”) from Marfrig Global Foods ("Marfrig") for $2.3 billion in cash, subject to ~~income taxes.~~certain adjustments. The acquisition was accounted for using the acquisition method of accounting, and the results of Keystone Foods' domestic and international results, subsequent to the acquisition closing, are included in our Chicken segment and International/Other, respectively. The following table summarizes the purchase price allocation for Keystone Foods and fair values of the assets acquired and liabilities assumed at the acquisition date.



	in millions
Cash and cash equivalents		$	186
Accounts receivable		106
Inventories		257
Other current assets		34
Property, Plant and Equipment		676
Goodwill		1,120
Intangible Assets		659
Other Assets		28
Current debt		(73		)
Accounts payable		(208		)
Other current liabilities		(99		)
Long-Term Debt		(113		)
Deferred Income Taxes		(177		)
Other Liabilities		(8		)
Noncontrolling Interests		(122		)
Net assets acquired		$	2,266

in millions
Cash and cash equivalents $ 126
Accounts receivable 80
Inventories 272
Other current assets 5
Property, Plant and Equipment 302
Goodwill 2,980
Intangible Assets 1,515
Current debt (1,148 )
Accounts payable (114 )
Other current liabilities (97 )
Tax receivable agreement ("TRA") due to former shareholders (223 )
Long-Term Debt (33 )
Deferred Income Taxes (455 )
Other Liabilities (3 )
Net assets acquired $ 3,207

The fair value of identifiable intangible assets ~~is as follows:~~

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

primarily consisted of customer relationships with a weighted average life of 25 years. As a result of the acquisition, we recognized a total of ~~$2,980~~$1,120 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. We ~~completed the allocation of~~allocated goodwill to our segments ~~in the first quarter of fiscal 2018~~ using the ~~with-and-without approach of the estimated operating results and synergy impact to fair value of our reporting units.~~acquisition method approach. This resulted in ~~$2,412~~$779 million and ~~$568~~$341 million of goodwill allocated to our ~~Prepared Foods~~Chicken segment and ~~Chicken segments,~~International/Other, respectively. OfWe do not expect the goodwill ~~acquired, $163 million related to previous AdvancePierre acquisitions is expected~~ to be deductible for income tax purposes.

We used various valuation techniques to determine fair value, with the primary techniques being discounted cash flow, ~~analysis,~~ relief-from-royalty, market pricing multiple 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, EBITDA multiples, and discount rates based on budgets, business plans, economic projections, anticipated future cash flows and marketplace data.

~~The acquisition~~On January 15, 2020, we acquired a 40% minority interest in a vertically-integrated Brazilian poultry producer for $122 million. On February 7, 2020, we acquired a 50% interest in a joint venture serving the worldwide fats and oils market for $62 million. We are accounting for both of ~~AdvancePierre was accounted for using~~these investments under the ~~acquisition method of accounting, and consequently, the results of operations for AdvancePierre are reported in our consolidated financial statements from the date of acquisition.~~equity method.

The following unaudited pro forma information presents the combined results of operations as if the acquisition of AdvancePierre had occurred at the beginning of fiscal 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.

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) Three Months Ended
December 31, 2016
Pro forma sales $ 9,587
Pro forma net income attributable to Tyson 599
Pro forma net income per diluted share attributable to Tyson $ 1.61

~~Dispositions~~

On April 24, 2017, we announced our intent to sell three non-protein businesses as part of our strategic focus on protein brands. These businesses, which are all part of our Prepared Foods segment, included Sara Lee® Frozen Bakery, Kettle and Van’s® and produce items such as frozen desserts, waffles, snack bars, and soups, sauces and sides. The sale 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. The remaining assets and liabilities related to these businesses are classified as assets and liabilities held for sale in our Consolidated Condensed Balance Sheet at December 30, 2017 and September 30, 2017.

We completed the sale of our Kettle business on December 30, 2017, and received net proceeds of $125 million including a working capital adjustment. As a result of the sale, we recorded a pretax gain of $22 million, which is reflected in Cost of Sales in our Consolidated Condensed Statement of Income for the three months ended December 30, 2017. We utilized the net proceeds to pay down term loan debt.

We anticipate we will close on the sale of the Sara Lee® Frozen Bakery and Van’s® businesses in the back half of fiscal 2018. In the first quarter of 2018, we recorded a pretax impairment charge totaling $26 million, due to revised estimates of the businesses fair value based on current expected net sales proceeds. The impairment charge was recorded in Cost of Sales in our Consolidated Condensed Statement of Income for the three months ended December 30, 2017, and primarily consisted of goodwill previously classified within assets held for sale.

In the first quarter of fiscal 2018, we made the decision to sell an additional non-protein business as part of our strategic focus on protein brands. This business is included in our Prepared Foods segment and had a net carrying value of approximately $50 million at December 30, 2017, which also included allocated goodwill. The net carrying value will change in future periods due to such items as normal business operations, timing of closing of the sale, as well as final negotiated deal terms. We anticipate we will be able to identify a buyer and close the transaction within the next twelve months and expect to record a pretax gain as a result of the sale of this business. We have reclassified the assets and liabilities related to this business to assets and liabilities held for sale in our Consolidated Condensed Balance Sheet as of December 30, 2017.

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 any of the periods presented.

~~The following table summarizes the net assets and liabilities held for sale:~~

in millions
December 30, 2017 September 30, 2017
Assets held for sale:
Accounts receivable, net $ 2
$ 2
Inventories 66
109
Net Property, Plant and Equipment 182
192
Other current assets 1
1
Goodwill 268
312
Intangible Assets, net 191
191
Total assets held for sale $ 710
$ 807
Liabilities held for sale:
Accounts payable $ 1
$ 1
Other current liabilities 5
3
Total liabilities held for sale $ 6
$ 4

NOTE 3: INVENTORIES

Processed products, livestock and supplies and other are valued at the lower of cost ~~and~~or net realizable value. Cost includes purchased raw materials, live purchase costs, growout costs (primarily feed, livestock grower pay and catch and haul costs), labor and manufacturing and production overhead, which are related to the purchase and production of inventories.

At ~~December 30, 2017, 64% of~~March 28, 2020, the cost of inventories was determined by either the first-in, first-out ("FIFO") method ~~as compared to 63%~~or the weighted-average method, which is consistent with the methods used at September ~~30, 2017. The remaining cost of inventories for both periods is determined by the weighted-average method.~~28, 2019.

The following table reflects the major components of inventory (in millions):



	March 28, 2020		September 28, 2019
Processed products	$	2,306	$	2,362
Livestock	1,105		1,150
Supplies and other	614		596
Total inventory	$	4,025	$	4,108

December 30, 2017 September 30, 2017
Processed products $ 1,904
$ 1,947
Livestock 880
874
Supplies and other 429
418
Total inventory $ 3,213
$ 3,239

NOTE 4: PROPERTY, PLANT AND EQUIPMENT

The major categories of property, plant and equipment and accumulated depreciation are as follows (in millions):



	March 28, 2020		September 28, 2019
Land	$	197	$	198
Buildings and leasehold improvements	4,801		4,747
Machinery and equipment	8,820		8,607
Land improvements and other	395		385
Buildings and equipment under construction	920		713
	15,133		14,650
Less accumulated depreciation	7,669		7,368
Net property, plant and equipment	$	7,464	$	7,282

December 30, 2017 September 30, 2017
Land $ 138
$ 138
Buildings and leasehold improvements 3,961
3,878
Machinery and equipment 7,170
7,111
Land improvements and other 336
323
Buildings and equipment under construction 567
492
12,172
11,942
Less accumulated depreciation 6,499
6,374
Net property, plant and equipment $ 5,673
$ 5,568

NOTE 5: LEASES

We lease certain equipment, buildings and land related to transportation, distribution, storage, production, livestock grower assets and office activities. These lease arrangements can be structured as a standard lease agreement or embedded in a service or supply agreement and are primarily classified as operating leases. For further description of our lease accounting policy, refer to Part I, Item 1, Notes to the Consolidated Condensed Financial Statements, Note 1: Accounting Policies. Operating lease ROU assets and liabilities presented in our Consolidated Condensed Balance Sheets were as follows (in millions):



	March 28, 2020
Other Assets	$	541
Other current liabilities	163
Other Liabilities	378

The components of lease costs were as follows (in millions):



	Three Months Ended		Six Months Ended
	March 28, 2020		March 28, 2020
Operating lease cost ^(a)	$	51	$	100
Variable lease cost ^(b)	116		227
Short-term lease cost	6		12
Total	$	173	$	339

(a) Sublease income is immaterial and not deducted from operating lease cost.

(b) Variable lease costs are determined based on volume of output received, flocks placed or other performance metrics.

Other operating lease information includes the following:



Six months ended March 28, 2020
Operating cash outflows from operating leases (in millions)	$	106
ROU assets obtained in exchange for new operating lease liabilities (in millions)	$	83
Weighted-average remaining lease term	5 years
Weighted-average discount rate	3		%

At March 28, 2020, future maturities of operating leases were as follows (in millions):



Operating Lease Commitments
2020 (remaining year)	$	95
2021	153
2022	108
2023	74
2024	57
2025 and beyond	91
Total undiscounted operating lease payments	$	578
Less: Imputed interest	37
Present value of total operating lease liabilities	$	541

At March 28, 2020, our leases that had not yet commenced were insignificant.

Prior Year Lease Disclosures

The following pertains to previously disclosed information set forth in the Company's 2019 Form 10-K, Part II, Item 8, Notes to the Consolidated Financial Statements, Note 20: Commitments and Contingencies.

We lease equipment, properties and certain farms for which total rentals approximated $220 million and $200 million, in fiscal 2019 and 2018, respectively. Most leases have initial terms of up to seven years, some with varying renewal periods. Minimum lease commitments under non-cancelable leases at September 28, 2019 were (in millions):



Operating Lease Commitments
2020	$	159
2021	113
2022	74
2023	49
2024	40
2025 and beyond	54
Total	$	489

We enter into agreements with livestock growers that can have fixed and variable payment structures, but are generally cancelable and based on flocks placed with growers. Livestock grower fixed or estimable non-cancelable commitments at September 28, 2019 were (in millions):



Livestock Grower Commitments
2020	$	253
2021	131
2022	86
2023	58
2024	49
2025 and beyond	122
Total	$	699

NOTE 5:6: RESTRUCTURING AND RELATED CHARGES

In the first quarter of fiscal 2020, the Company approved a restructuring program (the "2020 Program"), which is expected to contribute to the Company’s overall strategy of financial fitness through the elimination of overhead and consolidation of certain enterprise functions. We have recognized $39 million of cumulative pretax charges associated with the 2020 Program consisting of severance and employee related costs. As part of the 2020 Program, we estimate the elimination of approximately 500 positions across several areas and job levels, with most of the eliminated positions originating from the corporate offices in Springdale, Arkansas and Chicago, Illinois. We do not anticipate future costs of the 2020 Program to be significant.

In the fourth quarter of fiscal 2017, our Board of Directors approved a multi-year restructuring program (the ~~“Financial Fitness~~“2017 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~~2017 Program ~~will~~is expected to result in cumulative pretax charges ~~once implemented,~~ of approximately ~~$218~~$280 million which consist primarily of severance and employee related costs, ~~asset~~ impairments and accelerated depreciation of technology assets, incremental costs to implement new technology, and contract termination costs. ~~As part of this program, we anticipate eliminating approximately 600 positions across several areas and job levels with most~~Through March 28, 2020, $263 million of the ~~eliminated positions originating~~estimated $280 million total pretax charges has been recognized. The remaining estimated charges relate to incremental costs to implement new technology.

For the three months ended March 28, 2020, restructuring and related charges consisted of $5 million of technology related costs from the ~~corporate offices~~2017 Program recorded in ~~Springdale, Arkansas; Chicago, Illinois;~~Selling, General and ~~Cincinnati, Ohio. In~~Administrative in our Consolidated Condensed Statements of Income, offset by a benefit of $5 million from the ~~first quarter~~2020 Program related to a reduction in estimated severance and employee related costs, of ~~fiscal 2018, the Company~~which $4 million was recorded in Cost of Sales and $1 million was recorded in Selling, General and Administrative in our Consolidated Condensed Statements of Income. We recognized restructuring and related charges of ~~$19~~$52 million ~~associated with~~for the ~~Financial Fitness~~six months ended March 28, 2020, consisting of $39 million of severance and employee related costs from the 2020 Program and $13 million of technology related costs from the 2017 Program.

~~The following table reflects~~ For the ~~pretax impact~~six months ended March 28, 2020, we recorded $5 million in Cost of ~~restructuring~~Sales from the 2020 Program, and ~~related charges~~we recorded $47 million in Selling, General and Administrative in our Consolidated Condensed Statements of ~~Income:~~Income, of which $34 million is related to the 2020 Program and $13 million is related to the 2017 Program.

in millions
Three Months Ended
December 30, 2017
Cost of Sales $ —
Selling, General and Administrative expenses 19
Total restructuring and related charges, pretax $ 19

We recognized $8 million and $16 million for the three and six months ended March 30, 2019, respectively, of restructuring and related charges from the 2017 Program which were recorded in Selling, General and Administrative in our Consolidated Condensed Statements of Income and represent incremental costs to implement new technology and accelerated depreciation of technology assets.

The following table reflects the pretax impact of restructuring and related charges incurred in the ~~first quarter of fiscal 2018,~~three and six months ended March 28, 2020, the ~~program~~ charges to date and the total estimated ~~program~~ charges, by ~~our~~ reportable ~~segments:~~segment (in millions):



	Three Months Ended		Six Months Ended		Restructuring and related charges to date		Total estimated Restructuring and related charges
	March 28, 2020		March 28, 2020		March 28, 2020
Beef	$	—	$	5	$	18	$	18
Pork	—		2		7		7
Chicken	—		21		128		136
Prepared Foods	—		22		146		155
Other	—		2		3		3
Total restructuring and related charges, pretax	$	—	$	52	$	302	$	319

in millions
Three Months Ended Financial Fitness Program charges to date
December 30, 2017 December 30, 2017 Total estimated Financial Fitness Program charges
Beef $ 1
$ 9
$ 13
Pork 1
4
6
Chicken 9
65
89
Prepared Foods 8
90
109
Other —
1
1
Total restructuring and related charges, pretax $ 19
$ 169
$ 218
The total estimated restructuring charges include $17 million of estimated charges from the 2017 Program yet to be incurred and represent incremental costs to implement new technology in our Prepared Foods and Chicken segments. The timing and actual amounts of the estimated charges may change.

~~For the first quarter of fiscal 2018,~~

Our restructuring liability was $34 million at March 28, 2020 and we had 0 restructuring liability at September 28, 2019. The change in the restructuring ~~and related~~liability was due to additional charges ~~consisted~~ of $3$52 million, ~~severance and employee related costs and $16~~net of $18 million ~~technology related costs.~~

~~The following table reflects our liability related to restructuring charges which were recognized in other current liabilities in our Consolidated Condensed Balance Sheets as~~primarily consisting of ~~December 30, 2017:~~

in millions

Liability as of September 30, 2017 Restructuring charges Payments Other Liability as of December 30, 2017
Severance and employee related costs $ 47
$ 3
$ 12
$ —
$ 38
Contract termination 22
—
1
—
21
Total $ 69
$ 3
$ 13
$ —
$ 59
payments, during the six months ended March 28, 2020.

NOTE 6:7: OTHER CURRENT LIABILITIES

Other current liabilities are as follows (in millions):



	March 28, 2020		September 28, 2019
Accrued salaries, wages and benefits	$	551	$	620
Other	971		865
Total other current liabilities	$	1,522	$	1,485

December 30, 2017 September 30, 2017
Accrued salaries, wages and benefits $ 468
673
Other 945
751
Total other current liabilities $ 1,413
$ 1,424

NOTE 7:8: DEBT

The major components of debt are as follows (in millions):



	March 28, 2020			September 28, 2019
Revolving credit facility	$	200		$	70
Commercial paper	1,000			1,000
Senior notes:
Notes due June 2020 (2.13% at 3/28/2020)	350			350
Notes due August 2020 (2.15% at 3/28/2020)	400			400
4.10% Notes due September 2020	279			280
2.25% Notes due August 2021	500			500
4.50% Senior notes due June 2022	1,000			1,000
3.90% Senior notes due September 2023	400			400
3.95% Notes due August 2024	1,250			1,250
4.00% Notes due March 2026 ("2026 Notes")	800			800
3.55% Notes due June 2027	1,350			1,350
7.00% Notes due January 2028	18			18
4.35% Notes due March 2029 ("2029 Notes")	1,000			1,000
6.13% Notes due November 2032	160			161
4.88% Notes due August 2034	500			500
5.15% Notes due August 2044	500			500
4.55% Notes due June 2047	750			750
5.10% Notes due September 2048 ("2048 Notes")	1,500			1,500
Discount on senior notes	(46		)	(48		)
Term loan:
Term loan facility due March 2022 (2.5% at 3/28/2020)	—			—
Other	270			216
Unamortized debt issuance costs	(61		)	(65		)
Total debt	12,120			11,932
Less current debt	1,142			2,102
Total long-term debt	$	10,978		$	9,830

December 30, 2017 September 30, 2017
Revolving credit facility $ 5
$ —
Commercial paper 682
778
Senior notes:
7.00% Notes due May 2018 120
120
Notes due May 2019 (2019 Floating-Rate Notes) (1.93% at 12/30/2017) 300
300
2.65% Notes due August 2019 1,000
1,000
Notes due June 2020 (2020 Floating-Rate Notes) (2.04% at 12/30/2017) 350
350
Notes due August 2020 (August 2020 Floating-Rate Notes) (1.89% at 12/30/2017) 400
400
4.10% Notes due September 2020 282
282
2.25% Notes due August 2021 (2021 Notes) 500
500
4.50% Senior notes due June 2022 1,000
1,000
3.95% Notes due August 2024 1,250
1,250
3.55% Notes due June 2027 (2027 Notes) 1,350
1,350
7.00% Notes due January 2028 18
18
6.13% Notes due November 2032 162
162
4.88% Notes due August 2034 500
500
5.15% Notes due August 2044 500
500
4.55% Notes due June 2047 (2047 Notes) 750
750
Discount on senior notes (14 ) (15 )
Term loans:
Tranche B due August 2019 —
427
Tranche B due August 2020 (2.43% at 12/30/2017) 500
500
Other 78
81
Unamortized debt issuance costs (47 ) (50 )
Total debt 9,686
10,203
Less current debt 811
906
Total long-term debt $ 8,875
$ 9,297
Term Loan Facility due March 2022

On March 27, 2020, we executed a new $1.5 billion term loan facility to refinance our short-term promissory notes (“commercial paper program”), repay outstanding balances under our revolving credit facility and for general liquidity purposes. On April 1, 2020, we borrowed the full $1.5 billion available under the term loan facility and used it to repay the $1.0 billion of outstanding commercial paper obligations and to repay the $200 million outstanding balance under our revolving credit facility. Accordingly, given the two-year term of the new term loan facility, we reclassified the $1.0 billion of commercial paper outstanding as of March 28, 2020 to long-term debt. The term loan facility expires on March 27, 2022 and is subject to prepayment under certain conditions. Additionally, the term loan facility contains covenants that are similar to those contained in the revolving credit facility.

Revolving Credit Facility and Letters of Credit

We have a ~~$1.5~~$1.75 billion revolving credit facility that supports short-term funding needs and ~~letters of credit and~~serves as a backstop to our commercial paper program which will mature and the commitments thereunder will terminate in ~~May 2022.~~March 2023. Amounts available for borrowing under this facility totaled ~~$1,488~~$1.55 billion at March 28, 2020, before deducting amounts to backstop our commercial paper program. At March 28, 2020, we had $200 million ~~at December 30, 2017, net of outstanding letters of credit~~in borrowings and ~~outstanding borrowings. At December 30, 2017, we had~~0 outstanding letters of credit issued under this ~~facility totaling $7 million, none of which were drawn upon. We~~facility. At March 28, 2020, we had ~~an additional $100~~$119 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 and workers’ compensation insurance programs and other legal obligations.

~~If in~~ In the future, if any of our subsidiaries shall guarantee any of our material indebtedness, such subsidiary shall be required to guarantee the indebtedness, obligations and liabilities under this facility.

Commercial Paper Program

We have 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~~$1 billion as of ~~December 30, 2017.~~March 28, 2020. As of ~~December 30, 2017,~~March 28, 2020, we had ~~$682 million~~$1 billion of commercial paper outstanding at a weighted average interest rate of ~~1.85%~~2.07% with maturities of less than 4515 days.

~~Term Loan Tranche B due August 2019~~

~~During the first quarter of fiscal 2018,~~On April 1, 2020, we ~~extinguished~~repaid the ~~$427 million~~ outstanding balance of the commercial paper using proceeds from the Term Loan ~~Tranche B~~Facility due March 2022. Our ability to access commercial paper in ~~August 2019 using cash on hand and proceeds received from~~ the ~~sale of a non-protein business.~~future may be limited or its costs increased, due to market conditions which have been impacted in part by COVID-19.

Debt Covenants

Our revolving credit and 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 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 ~~December 30, 2017.~~March 28, 2020.

NOTE 8:9: EQUITY

Share Repurchases

As of ~~December 30, 2017, 26.3~~March 28, 2020, 18.9 million shares remained available for repurchase under our share repurchase program. 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, markets, 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 share repurchases of our Class A stock is as follows (in millions):



	Three Months Ended						Six Months Ended
	March 28, 2020			March 30, 2019			March 28, 2020			March 30, 2019
	Shares	Dollars		Shares	Dollars		Shares	Dollars		Shares	Dollars
Shares repurchased:
Under share repurchase program	0.7	$	50	0.8	$	50	1.8	$	150	1.7	$	100
To fund certain obligations under equity compensation plans	0.1	14		0.2	13		0.5	46		0.7	46
Total share repurchases	0.8	$	64	1.0	$	63	2.3	$	196	2.4	$	146

Three Months Ended
December 30, 2017 December 31, 2016
Shares Dollars Shares Dollars
Shares repurchased:
Under share repurchase program 1.5
$ 120
8.6
$ 550
To fund certain obligations under equity compensation plans 0.6
44
0.4
26
Total share repurchases 2.1
$ 164
9.0
$ 576

NOTE 9:10: INCOME TAXES

On December 22, 2017, President Trump signed into law the "Tax Cuts and Jobs Act" (the "Tax Act"). The Tax Act includes significant changes to the U.S. tax code that will affect our fiscal year ending September 29, 2018, and future periods, including, but not limited to, (1) reducing the corporate federal income tax rate from 35% to 21%, (2) bonus depreciation that will allow for full expensing of qualified property in the year placed in service, and (3) a general elimination of U.S. federal income taxes on dividends from foreign subsidiaries. Section 15 of the Internal Revenue Code (the "Code") stipulates that our fiscal year ending September 29, 2018, will have a blended corporate tax rate of 24.5%, which is based on the applicable tax rates before and after the Tax Act and the number of days in the year. Additionally, the Tax Act includes the repeal of the domestic production activity deduction, a new provision designed to tax global intangible low-taxed income ("GILTI"), a new provision which allows a deduction for foreign-derived intangible income ("FDII"), and a new provision which institutes a base erosion and anti-abuse tax ("BEAT"), beginning with our fiscal year 2019. We are still evaluating these new international provisions; however, we do not expect them to have a material impact to our financial statements.

Changes in the Code from the Tax Act had a material impact on our financial statements in the first quarter of 2018. Under generally accepted accounting principles ("U.S. GAAP") specifically ASC Topic 740, ~~Income Taxes,~~ the tax effects of changes in tax laws must be recognized in the period in which the law is enacted, or December 22, 2017, for the Tax Act. ASC 740 also requires deferred tax assets and liabilities to be measured at the enacted tax rate expected to apply when temporary differences are to be realized or settled. Thus, at the date of enactment, the Company’s deferred taxes were re-measured based upon the new tax rates. The change in deferred taxes is recorded as an adjustment to our deferred tax provision.

The staff of the U.S. Securities and Exchange Commission has recognized the complexity of reflecting the impacts of the Tax Act and issued guidance in Staff Accounting Bulletin 118 ("SAB 118"), which clarifies accounting for income taxes under ASC 740 if information is not yet available or complete and provides for up to a one year period in which to complete the required analyses and accounting (the "measurement period"). SAB 118 describes three scenarios (or "buckets") associated with a company’s status of accounting for income tax reform: (1) a company is complete with its~~accounting for certain effects of tax reform, (2) a company is able to determine areasonable estimate for certain effects of tax reform and records that estimate as aprovisional amount, or (3) a company is not able to determine a reasonable estimate andtherefore continues to apply ASC 740, based on the provisions of the taxlaws that were in effect immediately prior to the Tax Act being enacted.~~

Our ~~accounting for the Tax Act is incomplete. However, we were able to make reasonable estimates of certain effects and, therefore, recorded provisional adjustments as follows:~~

~~Corporate Tax Rate Reduction~~: The Tax Act reduced the corporate tax rate from 35% to 21%, effective January 1, 2018. This results in a blended corporate tax rate of 24.5% in fiscal year 2018 and 21% thereafter. We analyzed our domestic deferred tax balances to estimate which of those balances are expected to reverse in fiscal 2018 or thereafter, and we re-measured the deferred taxes at 24.5% or 21% accordingly. In the three months ended December 30, 2017, we recorded a discrete net deferred income tax benefit of $994 million with a corresponding provisional reduction to our net deferred income tax liability. This estimate may change as we receive additional information about the timing of deferred income tax reversals.

~~Transition Tax~~: The Tax Act requires a one-time Deemed Repatriation Transition Tax on previously untaxed net accumulated and current earnings and profits of our foreign subsidiaries. Based on our analysis of our foreign earnings and profits, net of deficits and foreign tax credits, we do not expect any transition tax to be due for the Company.

~~Our accounting for the following element of the Tax Act is incomplete, and we were not yet able to make reasonable estimates of the effects. Therefore, no provisional adjustments were recorded.~~

~~GILTI~~: The Tax Act creates a new requirement in tax years beginning after December 31, 2017, that certain income (i.e., GILTI) earned by controlled foreign corporations ("CFCs") must be included currently in the gross income of the CFCs’ U.S. shareholder. Because of the complexity of the new GILTI tax rules, we continue to evaluate this provision of the Tax Act and the application of ASC 740. Under U.S. GAAP, we are allowed to make an accounting policy choice of either (1) treating taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred (the “period cost method”) or (2) factoring such amounts into a company’s measurement of its deferred taxes (the “deferred method”). Our selection of an accounting policy with respect to the new GILTI tax rules will depend, in part, on analyzing our global income to determine whether we expect to have future U.S. inclusions in taxable income related to GILTI and, if so, what the impact is expected to be. Since future U.S. inclusions in taxable income related to GILTI depends on not only our current ownership structure and estimated future results of global operations but also our intent and ability to modify such structure and/or our business, we are not yet able to reasonably estimate the effect of this provision of the Tax Act. Therefore, we have not made any adjustments related to potential GILTI tax in our financial statements and have not made a policy decision regarding whether to record deferred taxes on GILTI.

The changes included in the Tax Act are broad and complex. The final transition impacts of the Tax Act may differ from the above estimates, due to, among other things, changes in interpretations of the Tax Act, any legislative action to address questions that arise because of the Tax Act, any changes in accounting standards for income taxes or related interpretations in response to the Tax Act, or any updates or changes to estimates the company has utilized to calculate the impacts.

~~The~~ effective tax rate was ~~(93.8)%~~25.3% and ~~34.9%~~18.5% for the second quarter of fiscal 2020 and 2019, respectively, and 23.7% and 20.9% for the first ~~quarter~~six months of fiscal ~~2018~~2020 and ~~2017,~~2019, respectively. The remeasurement of deferred income taxes at newly enacted tax rates resulted in a $994 million income tax benefit, or a (118.1)% impact on the effective tax rate in the first quarter, and the newly enacted tax legislation resulted in a 24.5% statutory federal income tax rate for fiscal 2018. The effective tax rate for the first quarter 2018 also includes (2.3)% impact related to excess tax benefits associated with share-based payments to employees. Additionally, the effective tax rates for the second quarter and first six months of fiscal 2020 and 2019 include the impact of state taxes. The effective tax rates for the second quarter and first six months of 2019 also include a deferred tax benefit resulting from final transition tax regulations released in the second quarter of fiscal ~~2018~~2019 and ~~fiscal 2017 were impacted by such items as the domestic production deduction and state income taxes.~~a tax reserves benefit due to expirations of statutes of limitations.

Unrecognized tax benefits were ~~$305~~$174 million and ~~$316~~$169 million at ~~December 30, 2017,~~March 28, 2020 and September ~~30, 2017,~~28, 2019, respectively.

We ~~estimate that~~do not expect material changes to our unrecognized tax benefits during the next twelve ~~months it is reasonably possible that unrecognized tax benefits could decrease by as much as $12 million primarily due to expiration of statutes of limitations in various jurisdictions.~~

As of September 30, 2017, we had accumulated undistributed earnings of foreign subsidiaries aggregating approximately $182 million. The Tax Act generally eliminates U.S. federal income taxes on dividends from foreign subsidiaries after December 31, 2017. As a result, our intention is that excess cash held by our foreign subsidiaries that is not subject to regulatory restrictions is expected to be repatriated net of applicable withholding taxes which are expected to be immaterial. The remainder of accumulated undistributed earnings are expected to be indefinitely reinvested outside of the United States.months.

NOTE ~~10:~~11: OTHER INCOME AND CHARGES

During the first ~~quarter~~six months of fiscal ~~2018,~~2019, we recognized $19 million of net periodic pension and postretirement benefit cost, excluding the service cost component, and recorded $3the amount in the Consolidated Condensed Statements of Income in Other, net. Additionally, we recognized $11 million of equity earnings in joint ventures, ~~and $3 million in net foreign currency exchange losses,~~ which ~~were~~was also recorded in the Consolidated Condensed Statements of Income in Other, net.

~~During~~In the ~~first~~third quarter of fiscal ~~2017,~~2020, we ~~recorded $16 million of legal cost related to a 1995 plant closure of an apparel manufacturing facility operated by a former subsidiary of The Hillshire Brands Company, which~~announced we ~~acquired in fiscal 2014, $3 million of equity earnings in joint ventures and $1~~would provide approximately $120 million in ~~net foreign currency exchange losses,~~bonuses to domestic frontline employees who support the Company’s operations during the COVID-19 pandemic. We anticipate paying half of the total amount of the bonuses, which ~~were~~are subject to certain conditions, in May 2020 and half in early July 2020. The expense will be recorded in ~~the~~Cost of Sales in our Consolidated Condensed Statements of Income in ~~Other, net.~~the third quarter of fiscal 2020.

NOTE ~~11:~~12: EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share (in millions, except per share data):



	Three Months Ended				Six Months Ended
	March 28, 2020		March 30, 2019		March 28, 2020		March 30, 2019
Numerator:
Net income	$	367	$	430	$	928	$	982
Less: Net income attributable to noncontrolling interests	3		4		7		5
Net income attributable to Tyson	364		426		921		977
Less dividends declared:
Class A	124		110		261		243
Class B	26		23		55		51
Undistributed earnings	$	214	$	293	$	605	$	683

Class A undistributed earnings	$	176	$	241	$	498	$	562
Class B undistributed earnings	38		52		107		121
Total undistributed earnings	$	214	$	293	$	605	$	683

Denominator:
Denominator for basic earnings per share:
Class A weighted average shares	293		294		293		294
Class B weighted average shares, and shares under the if-converted method for diluted earnings per share	70		70		70		70
Effect of dilutive securities:
Stock options, restricted stock and performance units	2		2		3		2
Denominator for diluted earnings per share – adjusted weighted average shares and assumed conversions	365		366		366		366

Net income per share attributable to Tyson:
Class A basic	$	1.03	$	1.20	$	2.59	$	2.74
Class B basic	$	0.92	$	1.07	$	2.32	$	2.46
Diluted	$	1.00	$	1.17	$	2.52	$	2.67
Dividends Declared Per Share:
Class A	$	0.420	$	0.375	$	0.885	$	0.825
Class B	$	0.378	$	0.338	$	0.797	$	0.743

Three Months Ended
December 30, 2017 December 31, 2016
Numerator:
Net income $ 1,632
$ 594
Less: Net income attributable to noncontrolling interests 1
1
Net income attributable to Tyson 1,631
593
Less dividends declared:

Class A 111
86
Class B 24
19
Undistributed earnings $ 1,496
$ 488

Class A undistributed earnings $ 1,233
$ 403
Class B undistributed earnings 263
85
Total undistributed earnings $ 1,496
$ 488
Denominator:

Denominator for basic earnings per share:

Class A weighted average shares 296
297
Class B weighted average shares, and shares under the if-converted method for diluted earnings per share 70
70
Effect of dilutive securities:

Stock options, restricted stock and performance units 5
6
Denominator for diluted earnings per share – adjusted weighted average shares and assumed conversions 371

373

Net income per share attributable to Tyson:
Class A basic $ 4.54

$ 1.64
Class B basic $ 4.09

$ 1.49
Diluted $ 4.40

$ 1.59

Approximately 13 million and 2 million of our stock-based compensation shares were antidilutive for the three and six months ended ~~December 30, 2017~~March 28, 2020, respectively. Approximately 3 million and ~~approximately 2~~4 million of our stock-based compensation shares were antidilutive for the three and six months ended ~~December 31, 2016.~~March 30, 2019, respectively. These shares were not included in the diluted earnings per share calculation.

We have ~~two~~2 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 11.0 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.

NOTE ~~12:~~13: 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 to reduce our exposure to commodity price risk, foreign currency risk and interest rate risk. Our risk management programs are periodically reviewed by our Board of 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-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 ~~December 30, 2017.~~March 28, 2020.

We had the following aggregated outstanding notional amounts related to our derivative financial ~~instruments (in millions, except soy meal tons):~~instruments:



in millions, except soy meal tons	Metric	March 28, 2020		September 28, 2019
Commodity:
Corn	Bushels	121		111
Soy Meal	Tons	728,700		1,078,800
Live Cattle	Pounds	82		14
Lean Hogs	Pounds	65		309
Foreign Currency	United States dollar	$	488	$	148
Interest Rate Swaps	Average monthly debt	$	400	$	400

Metric December 30, 2017 September 30, 2017
Commodity:
Corn Bushels 55
55
Soy meal Tons 452,600
475,200
Live cattle Pounds 252
211
Lean hogs Pounds 212
240
Foreign currency United States dollar $ 53
$ 58

We recognize all derivative instruments as either assets or liabilities at fair value in the Consolidated Condensed Balance Sheets, with the exception of normal purchases and normal sales expected to result in physical delivery. 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.~~(e.g., cash flow hedge or fair value hedge). We designate certain forward contracts as follows:

Cash Flow Hedges – include certain commodity forward and option contracts of forecasted purchases ~~(i.e.~~(e.g., grains), interest rate swaps and locks, and certain foreign exchange forward contracts.

Fair Value Hedges – include certain commodity forward contracts of firm commitments ~~(i.e.~~(e.g., livestock).

Cash Flow Hedges

Derivative instruments are designated as hedges against changes in the amount of future cash flows related to procurement of certain commodities utilized in our production ~~processes.~~processes as well as interest rates related to our variable rate debt. 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 other 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 for the three months ended December 30, 2017, and December 31, 2016. As of ~~December 30, 2017, the~~March 28, 2020, we have net ~~amounts~~pretax losses of $12 million for our commodity contracts and net pretax losses of $3 million for our interest rate swap hedges, expected to be reclassified into earnings within the next 12 ~~months are pretax~~months. Additionally, we have $18 million of realized losses related to treasury rate locks in connection with our 364-day term loan extinguished during the second quarter of ~~$3 million.~~fiscal 2019, which will be reclassified to earnings over the lives of the 2026, 2029 and 2048 Notes. During the ~~three~~six months ended ~~December~~March 28, 2020, and March 30, ~~2017, and December 31, 2016,~~2019, we did not reclassify significant pretax ~~gains/~~gains or losses into earnings as a result of the discontinuance of cash flow hedges.

The following table sets forth the pretax impact of cash flow hedge derivative instruments ~~on the Consolidated Condensed Statements of~~recognized in Other Comprehensive Income (in millions):



Gain (Loss) Recognized in OCI On Derivatives	Three Months Ended						Six Months Ended
Gain (Loss) Recognized in OCI On Derivatives	March 28, 2020			March 30, 2019			March 28, 2020			March 30, 2019
Cash flow hedge – derivatives designated as hedging instruments:
Commodity contracts	$	(11	)	$	(5	)	$	(11	)	$	(7	)
Interest rate hedges	(1		)	(5		)	(1		)	(23		)
Total	$	(12	)	$	(10	)	$	(12	)	$	(30	)

Gain (Loss)
Recognized in OCI
On Derivatives

Consolidated Condensed
Statements of Income
Classification

Gain (Loss)
Reclassified from
OCI to Earnings

Three Months Ended Three Months Ended
December 30, 2017 December 31, 2016 December 30, 2017 December 31, 2016
Cash flow hedge – derivatives designated as hedging instruments:
Commodity contracts $ (2 ) $ 1
Cost of sales $ (1 ) $ (4 )
Foreign exchange contracts —
—
Other income/expense —
—
Total $ (2 ) $ 1
$ (1 ) $ (4 )

Fair Value Hedges

We designate certain derivative contracts as fair value hedges of firm commitments to purchase livestock for harvest. 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. 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.~~(e.g., livestock purchase firm commitments) in the same line item, Cost of Sales, as the offsetting gain or loss on the related livestock forward position.

Consolidated Condensed
Statements of Income
Classification
Three Months Ended
December 30, 2017 December 31, 2016
Gain (Loss) on forwards Cost of sales $ (7 ) $ 28
Gain (Loss) on purchase contract Cost of sales 7
(28 )

Ineffectiveness related to ~~our~~ fair value hedges was ~~not significant~~insignificant for the three and six months ended ~~December~~March 28, 2020, and March 30, ~~2017,~~2019. The carrying amount of fair value hedge (assets) liabilities as of March 28, 2020 and ~~December 31, 2016.~~September 28, 2019 were as follows (in millions):



Consolidated Condensed Balance Sheets Classification	March 28, 2020			September 28, 2019
Inventory	$	(77	)	$	(19	)

Undesignated Positions

In addition to our designated positions, we also hold derivative 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.

Reclassification to Earnings

The following table sets forth the total amounts of each income and expense line item presented in the Consolidated Condensed Statements of Income in which the effects of hedges are recorded (in millions):



Consolidated Condensed Statements of Income Classification	Three Months Ended						Six Months Ended
Consolidated Condensed Statements of Income Classification	March 28, 2020			March 30, 2019			March 28, 2020			March 30, 2019
Cost of Sales	$	9,867		$	9,251		$	19,242		$	18,089
Interest Expense	119			119			239			218
Other, net	(106		)	(7		)	(122		)	(10		)

The following table sets forth the pretax impact of the cash flow, fair value and undesignated derivative instruments in the Consolidated Condensed Statements of Income (in millions):



Consolidated Condensed Statements of Income Classification		Three Months Ended						Six Months Ended
Consolidated Condensed Statements of Income Classification		March 28, 2020			March 30, 2019			March 28, 2020			March 30, 2019
Sales	Gain (Loss) on derivatives not designated as hedging instruments:
	Commodity contracts	$	—		$	13		$	—		$	14

Cost of Sales	Gain (Loss) on cash flow hedges reclassified from OCI to Earnings:
	Commodity contracts	$	(5	)	$	(5	)	$	(7	)	$	(12	)
	Gain (Loss) on fair value hedges:
	Commodity contracts (a)	31			1			47			—
	Gain (Loss) on derivatives not designated as hedging instruments:
	Commodity contracts	(126		)	(24		)	(97		)	(21		)
Total		$	(100	)	$	(28	)	$	(57	)	$	(33	)

Interest Expense	Gain (Loss) on cash flow hedges reclassified from OCI to Earnings:
	Interest rate contracts	$	(1	)	$	—		$	(2	)	$	—

Other, net	Gain (Loss) on derivatives not designated as hedging instruments:
	Foreign exchange contracts	$	(3	)	$	3		$	1		$	3

Consolidated Condensed
Statements of Income
Classification

Gain (Loss)
Recognized in Earnings

Three Months Ended
December 30, 2017 December 31, 2016
Derivatives not designated as hedging instruments:
Commodity contracts Sales $ 9
$ 51
Commodity contracts Cost of sales (22 ) (1 )
Foreign exchange contracts Other income/expense —
—
Total $ (13 ) $ 50
(a) Amounts represent gains/(losses) on commodity contracts designated as fair value hedges of firm commitments that were realized during the period presented, which were offset by a corresponding gain/(loss) on the underlying hedged inventory. Gains or losses related to changes in the fair value of unrealized commodity contracts, along with the offsetting gain or loss on the hedged inventory, are also marked-to-market through earnings with no impact on a net basis.

The fair value of all outstanding derivative instruments in the Consolidated Condensed Balance Sheets are included in Note ~~13:~~14: Fair Value Measurements.

NOTE ~~13:~~14: 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.

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):


December 30, 2017	Level 1		Level 2		Level 3		Netting (a)			Total
Assets:
March 28, 2020												Level 1		Level 2		Level 3		Netting (a)			Total
Other Current Assets:
Derivative financial instruments:
Designated as hedges	$	—	$	6	$	—	$	2		$	8	$	—	$	77	$	—	$	(59	)	$	18
Undesignated	—		16		—		3			19		—		126		—		(94		)	32
Available-for-sale securities:
Current	—		1		1		—			2		—		1		1		—			2
Other Assets:
Available-for-sale securities:
Non-current	—		46		50		—			96		—		56		46		—			102
Deferred compensation assets	13		292		—		—			305		9		289		—		—			298
Total assets	$	13	$	361	$	51	$	5		$	430	$	9	$	549	$	47	$	(153	)	$	452
Liabilities:
Other Current Liabilities:
Derivative financial instruments:
Designated as hedges	$	—	$	12	$	—	$	(12	)	$	—	$	—	$	7	$	—	$	(4	)	$	3
Undesignated	—		18		—		(15		)	3		—		219		—		(198		)	21
Total liabilities	$	—	$	30	$	—	$	(27	)	$	3	$	—	$	226	$	—	$	(202	)	$	24


September 30, 2017	Level 1		Level 2		Level 3		Netting (a)			Total
Assets:
September 28, 2019												Level 1		Level 2		Level 3		Netting (a)			Total
Other Current Assets:
Derivative financial instruments:
Designated as hedges	$	—	$	10	$	—	$	(1	)	$	9	$	—	$	26	$	—	$	(3	)	$	23
Undesignated	—		24		—		(3		)	21		—		58		—		(5		)	53
Available-for-sale securities:
Current	—		2		1		—			3		—		—		1		—			1
Other Assets:
Available-for-sale securities:
Non-current	—		45		50		—			95		—		51		51		—			102
Deferred compensation assets	23		272		—		—			295		7		311		—		—			318
Total assets	$	23	$	353	$	51	$	(4	)	$	423	$	7	$	446	$	52	$	(8	)	$	497
Liabilities:
Other Current Liabilities:
Derivative financial instruments:
Designated as hedges	$	—	$	9	$	—	$	(9	)	$	—	$	—	$	17	$	—	$	(13	)	$	4
Undesignated	—		21		—		(17		)	4		—		93		—		(90		)	3
Total liabilities	$	—	$	30	$	—	$	(26	)	$	4	$	—	$	110	$	—	$	(103	)	$	7

(a) Our derivative assets and liabilities are presented in our Consolidated Condensed Balance Sheets on a net basis when a legally enforceable master netting arrangement exists between the counterparty to a derivative contract and us. Additionally, at ~~December 30, 2017,~~March 28, 2020, and September ~~30, 2017,~~28, 2019, we had ~~$33~~$49 million and ~~$22~~$95 million, respectively, of net cash collateral ~~posted~~ with various counterparties where master netting arrangements ~~exist and held no cash collateral.~~exist.

The following table provides a reconciliation between the beginning and ending balance of marketable debt securities measured at fair value on a recurring basis in the table above that used significant unobservable inputs (Level 3) (in millions):



	Six Months Ended
	March 28, 2020			March 30, 2019
Balance at beginning of year	$	52		$	51
Total realized and unrealized gains (losses):
Included in earnings	—			—
Included in other comprehensive income (loss)	(1		)	1
Purchases	5			7
Issuances	—			—
Settlements	(9		)	(9		)
Balance at end of period	$	47		$	50
Total gains (losses) for the six month period included in earnings attributable to the change in unrealized gains (losses) relating to assets and liabilities still held at end of period	$	—		$	—

Three Months Ended
December 30, 2017 December 31, 2016
Balance at beginning of year $ 51
$ 57
Total realized and unrealized gains (losses):
Included in earnings —
—
Included in other comprehensive income (loss) —
(1 )
Purchases 4
4
Issuances —
—
Settlements (5 ) (5 )
Balance at end of period $ 50
$ 55
Total gains (losses) for the three-month period included in earnings attributable to the change in unrealized gains (losses) relating to assets and liabilities still held at end of period $ —
$ —

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Derivative Assets and Liabilities: Our derivative financial instruments primarily include exchange-traded and over-the-counter contracts which are further described in Note ~~12:~~13: Derivative Financial Instruments. We record our derivative financial instruments at fair value using quoted market prices, adjusted where necessary for credit and non-performance risk and internal models that use ~~as their basis~~ readily observable market inputs as their basis, including current and forward market ~~prices.~~prices and rates. 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.

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 Condensed Balance Sheets and primarily include certificates of deposit and commercial paper. All other marketable debt securities are included in Other Assets in the Consolidated Condensed Balance Sheets and have maturities ~~ranging up to 31~~generally less than 40 years.

We classify our investments in U.S. government, U.S. 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 condensed financial statements.

The following table sets forth our available-for-sale securities' amortized cost basis, fair value and unrealized gain (loss) by significant investment category (in millions):



	March 28, 2020						September 28, 2019
	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	$	56	$	57	$	1	$	51	$	51	$	—
Corporate and asset-backed	47		47		—		51		52		1

December 30, 2017 September 30, 2017
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 $ 48
$ 47
$ (1 ) $ 47
$ 47
$ —
Corporate and asset-backed 50
50
—
51
51
—

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 will 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 no other than temporary impairment in earnings ~~for the three months ended December 30, 2017,~~ and ~~December 31, 2016. No~~no other than temporary losses ~~were deferred~~ in OCI ~~as of December~~for the three and six months ended March 28, 2020, and March 30, ~~2017, and September 30, 2017.~~2019.

Deferred Compensation Assets: We maintain non-qualified deferred compensation plans for certain executives and other highly compensated employees. Investments are 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 Condensed 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 first quarter of fiscal 2018, we recorded a $26 million impairment charge related to the expected sale of non-protein businesses held for sale, due to revised estimates of the businesses' fair value based on current expected net sales proceeds. The impairment charge was recorded in Cost of Sales in our Consolidated Condensed Statement of Income for the first quarter of fiscal 2018, and primarily consisted of Goodwill previously classified within Assets held for sale. Our valuation included unobservable Level 3 inputs and was based on expected sales proceeds from a competitive bidding process and ongoing discussions with potential buyers.

We did not have any significant measurements of assets or liabilities at fair value on a nonrecurring basis subsequent to their initial recognition during the ~~three~~six months ended ~~December 31, 2016.~~March 28, 2020, and March 30, 2019.

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):



	March 28, 2020				September 28, 2019
	Fair Value		Carrying Value		Fair Value		Carrying Value
Total debt	$	12,938	$	12,120	$	12,978	$	11,932

December 30, 2017 September 30, 2017
Fair Value Carrying Value Fair Value Carrying Value
Total debt $ 10,058
$ 9,686
$ 10,591
$ 10,203

NOTE ~~14:~~15: PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

The components of the net periodic cost for the pension and postretirement benefit plans for the three and six months ended ~~December~~March 28, 2020, and March 30, ~~2017, and December 31, 2016,~~2019, are as follows (in millions):


	Pension Plans						Pension Plans
	Three Months Ended						Three Months Ended						Six Months Ended
	December 30, 2017			December 31, 2016			March 28, 2020			March 30, 2019			March 28, 2020			March 30, 2019

Service cost	$	2		$	3		$	—		$	—		$	—		$	1
Interest cost	16			16			7			16			17			32
Expected return on plan assets	(16		)	(15		)	(6		)	(15		)	(15		)	(29		)
Amortization of:
Net actuarial loss	1			2			1			1			2			1
Net periodic cost	$	3		$	6
Prior service cost							—			—			—			—
Settlement (gain) loss							(106		)	—			(106		)	19
Net periodic cost (credit)							$	(104	)	$	2		$	(102	)	$	24



	Postretirement Benefit Plans
	Three Months Ended						Six Months Ended
	March 28, 2020			March 30, 2019			March 28, 2020			March 30, 2019

Interest cost	$	—		$	1		$	—		$	1
Amortization of prior service cost (credit)	(1		)	(1		)	(1		)	(5		)
Net periodic cost (credit)	$	(1	)	$	—		$	(1	)	$	(4	)

Postretirement Benefit Plans
Three Months Ended
December 30, 2017 December 31, 2016

Amortization of:
Prior service credit $ (6 ) $ (6 )
Net periodic cost (credit) $ (6 ) $ (6 )

~~We made a lump-sum settlement payment~~Net periodic benefit cost, excluding the service cost component, was recorded in the Consolidated Condensed Statements of ~~$4 million for the three months ended December 30, 2017 to a certain deferred vested participant within one of our non-qualified pension plans.~~

Income in Other, net. We contributed ~~$5 million and~~ $9 million to our pension plans for the three months ended ~~December~~March 28, 2020 and March 30, ~~2017,~~2019. We contributed $10 million and ~~December 31, 2016,~~$12 million to our pension plans for the six months ended March 28, 2020 and March 30, 2019, respectively. ~~We expect to contribute an additional $37 million during the remainder of fiscal 2018.~~ The amount of contributions made to pension plans in any year is dependent upon a number of factors, including minimum funding requirements in the jurisdictions in which we operate. As

During the second quarter of fiscal 2020, we recognized a ~~result,~~one-time gain of $110 million related to the ~~actual funding~~termination of two qualified pension plans and one multi-employer pension plan and recorded the amount in ~~fiscal 2018 may differ from~~ the ~~current estimate.~~Consolidated Condensed Statements of Income in Other, net. The settlements of the two qualified plans through purchased annuities did not require any significant contributions. The benefit obligations and fair value of plan assets of the two qualified plans were approximately $1.4 billion at September 28, 2019.

NOTE ~~15:~~16: OTHER COMPREHENSIVE INCOME (LOSS)

The before and after tax changes in the components of other comprehensive income (loss) are as follows (in millions):



	Three Months Ended																		Six Months Ended
	March 28, 2020									March 30, 2019									March 28, 2020									March 30, 2019
	Before Tax			Tax			After Tax			Before Tax			Tax			After Tax			Before Tax			Tax			After Tax			Before Tax			Tax			After Tax

Derivatives accounted for as cash flow hedges:
(Gain) loss reclassified to interest expense	$	1		$	(1	)	$	—		$	—		$	—		$	—		$	2		$	(1	)	$	1		$	—		$	—		$	—
(Gain) loss reclassified to cost of sales	5			(1		)	4			5			—			5			7			(1		)	6			12			(2		)	10
Unrealized gain (loss)	(12		)	3			(9		)	(10		)	2			(8		)	(12		)	3			(9		)	(30		)	8			(22		)

Investments:
Unrealized gain (loss)	—			—			—			1			(1		)	—			—			—			—			2			(1		)	1

Currency translation:
Translation adjustment	(105		)	1			(104		)	25			—			25			(70		)	1			(69		)	34			(1		)	33
Translation loss reclassified to cost of sales	—			—			—			—			—			—			—			—			—			—			—			—

Postretirement benefits:
Unrealized gain (loss)	1			—			1			—			—			—			1			—			1			(28		)	8			(20		)
Pension settlement reclassified to other (income) expense	(58		)	15			(43		)	—			—			—			(58		)	15			(43		)	23			(6		)	17
Total other comprehensive income (loss)	$	(168	)	$	17		$	(151	)	$	21		$	1		$	22		$	(130	)	$	17		$	(113	)	$	13		$	6		$	19

Three Months Ended
December 30, 2017 December 31, 2016
Before Tax Tax After Tax Before Tax Tax After Tax

Derivatives accounted for as cash flow hedges:
(Gain) loss reclassified to cost of sales $ 1
$ (1 ) $ —
$ 4
$ (2 ) $ 2
Unrealized gain (loss) (2 ) 1
(1 ) 1
—
1

Investments:

Unrealized gain (loss) (1 ) 1
—
(1 ) —
(1 )

Currency translation:

Translation adjustment 1
—
1
(14 ) —
(14 )

Postretirement benefits 2
—
2
(4 ) 1
(3 )
Total other comprehensive income (loss) $ 1
$ 1
$ 2
$ (14 ) $ (1 ) $ (15 )

NOTE ~~16:~~17: SEGMENT REPORTING

We operate in ~~four~~4 reportable segments: Beef, Pork, Chicken, and Prepared Foods. We measure segment profit as operating income (loss). International/Other primarily includes our foreign ~~chicken production~~ operations in Australia, China, South Korea, Malaysia, Mexico, the Netherlands, Thailand and ~~India,~~the United Kingdom, 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. On November 10, 2017, we acquired a value-added protein business. The results from operations subsequent to the acquisition closings are included in the Prepared Foods and Chicken 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 consumer products and 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 consumer products and 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, tenders, wings and other ready-to-fix or fully cooked chicken parts. Products are marketed domestically to consumer products and food retailers, foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, convenience stores, 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®, and 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, 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 consumer products and food retailers, foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, convenience stores, healthcare facilities, the military and other food processors, as well as to international export markets.

We allocate expenses related to corporate activities to the segments, except for third-party merger and integration costs and corporate overhead related to Tyson New Ventures, LLC, which are included in International/Other. Intersegment transactions, which were at market prices, are included in the segment sales in the table below.

Information on segments and a reconciliation to income before income taxes are as follows (in millions):



	Three Months Ended						Six Months Ended
	March 28, 2020			March 30, 2019			March 28, 2020			March 30, 2019
Sales:
Beef	$	3,979		$	3,884		$	7,817		$	7,810
Pork	1,266			1,172			2,645			2,351
Chicken	3,397			3,407			6,689			6,522
Prepared Foods	2,080			2,027			4,220			4,176
International/Other	465			277			963			420
Intersegment	(299		)	(324		)	(631		)	(643		)
Total sales	$	10,888		$	10,443		$	21,703		$	20,636


	Three Months Ended							Three Months Ended							Six Months Ended
	December 30, 2017				December 31, 2016
Sales:
Beef	$	3,886			$	3,528
Pork	1,283				1,252
Chicken	2,997				2,706
Prepared Foods	2,292				1,895
Other	88				90
Intersegment sales	(317		)		(289		)
Total sales	$	10,229			$	9,182
								March 28, 2020			March 30, 2019				March 28, 2020			March 30, 2019
Operating income (loss):
Beef	$	256			$	299		$	109		$	156			$	519		$	461
Pork	151				247			93			100				284			195
Chicken	272				263			99			141			^(a)	156			301			^(a)
Prepared Foods	261				190			191			245				349			510
Other	(13		)	^(a)	(17		)
International/Other								9		^(b)	(7		)	^(b)	19		^(b)	(25		)	^(b)
Total operating income	927				982			501			635				1,327			1,442

Total other (income) expense	85				70
Total other expense								10			107				111			201

Income before income taxes	$	842			$	912		$	491		$	528			$	1,216		$	1,241

(a) Chicken operating income included $5 million and $13 million in Keystone Foods purchase accounting and acquisition related costs for the three and six months ended March 30, 2019, respectively.

(b) International/Other operating ~~loss includes~~results included $6 million and $24 million in Keystone Foods purchase accounting and acquisition related costs for the three and six months ended March 30, 2019, respectively. There were 0 third-party merger and integration costs and corporate overhead of Tyson New Ventures, LLC offor the three months ended March 28, 2020, $4 ~~million and $7~~ million for the three months ended ~~December~~March 30, ~~2017,~~2019, and ~~December 31, 2016,~~$4 million and $5 million for the six months ended March 28, 2020, and March 30, 2019, respectively.

The ~~Beef segment had~~following tables further disaggregate our sales to customers by major distribution channels (in millions):



	Three months ended March 28, 2020
	Consumer Products^(a)		Foodservice^(b)		International^(c)		Industrial and Other^(d)		Intersegment			Total
Beef	$	1,907	$	1,004	$	605	$	362	$	101		$	3,979
Pork	383		99		274		325		185			1,266
Chicken	1,550		1,239		167		428		13			3,397
Prepared Foods	1,225		778		34		43		—			2,080
International/Other	—		—		465		—		—			465
Intersegment	—		—		—		—		(299		)	(299		)
Total	$	5,065	$	3,120	$	1,545	$	1,158	$	—		$	10,888



	Three months ended March 30, 2019
	Consumer Products^(a)		Foodservice^(b)		International^(c)		Industrial and Other^(d)		Intersegment			Total
Beef	$	1,811	$	1,057	$	573	$	343	$	100		$	3,884
Pork	334		93		210		324		211			1,172
Chicken	1,463		1,307		155		469		13			3,407
Prepared Foods	1,190		755		20		62		—			2,027
Other	—		—		277		—		—			277
Intersegment	—		—		—		—		(324		)	(324		)
Total	$	4,798	$	3,212	$	1,235	$	1,198	$	—		$	10,443



	Six months ended March 28, 2020
	Consumer Products^(a)		Foodservice^(b)		International^(c)		Industrial and Other^(d)		Intersegment			Total
Beef	$	3,764	$	2,049	$	1,119	$	688	$	197		$	7,817
Pork	783		216		554		685		407			2,645
Chicken	2,939		2,546		328		849		27			6,689
Prepared Foods	2,436		1,624		71		89		—			4,220
International/Other	—		—		963		—		—			963
Intersegment	—		—		—		—		(631		)	(631		)
Total	$	9,922	$	6,435	$	3,035	$	2,311	$	—		$	21,703



	Six months ended March 30, 2019
	Consumer Products^(a)		Foodservice^(b)		International^(c)		Industrial and Other^(d)		Intersegment			Total
Beef	$	3,662	$	2,074	$	1,201	$	683	$	190		$	7,810
Pork	671		184		435		635		426			2,351
Chicken	2,835		2,437		312		911		27			6,522
Prepared Foods	2,465		1,544		44		123		—			4,176
Other	—		—		420		—		—			420
Intersegment	—		—		—		—		(643		)	(643		)
Total	$	9,633	$	6,239	$	2,412	$	2,352	$	—		$	20,636

(a) Includes sales to consumer products and food retailers, such as grocery retailers, warehouse club stores and internet-based retailers.

(b) Includes sales to foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, convenience stores, healthcare facilities and the military.

(c) Includes sales to international markets for internationally produced products or export sales of ~~$94 million~~domestically produced products.

(d) Includes sales to industrial food processing companies that further process our product to sell to end consumers and ~~$72 million in the first quarter of fiscal 2018 and 2017, respectively, from transactions with other operating segments of the Company. The Pork segment had~~any remaining sales of $201 million and $210 million in the first quarter of fiscal 2018 and 2017, respectively, from transactions with other operating segments of the Company. The Chicken segment had sales of $22 million and $7 million in the first quarter of fiscal 2018 and 2017, respectively, from transactions with other operating segments of the Company. The aforementioned sales from intersegment transactions, which were at market prices, werenot included in the ~~segment sales in the above table.~~Consumer Products, Foodservice or International categories.

NOTE ~~17:~~18: COMMITMENTS AND CONTINGENCIES

Commitments

We guarantee obligations of certain outside third parties, consisting primarily of ~~leases, debt and~~ grower loans, which are substantially collateralized by the underlying assets. The remaining terms of the underlying ~~debt~~obligations cover periods up to 10 years, and the maximum potential amount of future payments as of ~~December 30, 2017,~~March 28, 2020, was ~~$26 million. We also maintain operating leases for various types of equipment, some of which contain residual value guarantees for~~0t significant. Additionally, 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 10 years. The~~ maximum potential amount of ~~the~~lease related residual value guarantees is ~~$112~~$71 million, all of which ~~$103 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 ~~December 30, 2017,~~March 28, 2020, and September ~~30, 2017, no material~~28, 2019, 0 significant 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 maximum commitment associated with these programs is limited to the fair value of each participating livestock supplier’s net tangible assets. The potential maximum commitment as of ~~December 30, 2017,~~March 28, 2020 was approximately ~~$370~~$315 million. ~~We had $1 million of~~The total receivables under ~~this program~~these programs were $15 million and $5 million at ~~December 30, 2017,~~March 28, 2020 and ~~there were no receivables under this program at~~ September ~~30, 2017.~~28, 2019, respectively. These receivables are included, net of allowance for uncollectible amounts, in Accounts Receivable in our Consolidated Condensed 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 have no0 allowance for these programs’ estimated uncollectible receivables at ~~December 30, 2017,~~March 28, 2020, and September ~~30, 2017.~~28, 2019.

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~~Certain arrangements may require cash to be deposited into a fund to cover future expenditures. These funds are generally considered restricted cash, which is reported in the Consolidated Condensed Balance Sheets in Other Assets, and totaled $82 million and $0 at March 28, 2020 and September 28, 2019, respectively. Additionally, under certain 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 ~~December 30, 2017,~~March 28, 2020, the total amount under these types of arrangements totaled ~~$636~~$572 million.

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 in the Company's Consolidated Financial Statements 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~~Additionally, for matters in which losses are ~~reflected~~reasonably possible, no reasonable estimate of the possible loss or range of loss in excess of amounts accrued, if any, can be made because, among other reasons: (i) the ~~Company’s consolidated condensed financial statements.~~proceedings are in preliminary stages; (ii) specific damages have not been sought; (iii) damage claims are unsupported and/or unreasonable; (iv) there is uncertainty as to the outcome of pending appeals or motions; (v) there are significant factual issues to be resolved; or (vi) novel legal issues or unsettled legal theories are being asserted. In our opinion, we have made appropriate and adequate accruals for these matters. ~~Unless noted otherwise below, we believe~~While these accruals reflect the ~~probability~~Company’s best estimate of ~~a material~~the probable loss ~~beyond~~for those matters as of the dates of those accruals, the recorded amounts ~~accrued to be remote; however,~~may differ materially from the ~~ultimate liability~~actual amount of the losses 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.~~those matters. 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 condensed financial statements.~~Consolidated Financial Statements. We believe we have substantial defenses to the claims made and intend to vigorously defend these matters.

Below are the details of four lawsuits involving our beef, pork and prepared 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.

~~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. The plaintiffs' counsel has also filed an application for attorneys' fees and expenses in the amount of $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, which was denied. We filed a petition for a writ of certiorari with the United States Supreme Court, which was granted on June 8, 2015, and oral arguments before the Supreme Court occurred on November 10, 2015. On March 22, 2016, the Supreme Court affirmed the appellate court’s rulings and remanded to the trial court to allocate the lump sum award among the class participants. On remand, the trial court determined that the lump sum award should be allocated to class participants according to the method prescribed by plaintiffs’ expert at trial. Subsequently, a joint notice advising the court of a global settlement of this case, the Edwards matter (described below), and the consolidated Murray and DeVoss

matter (also described below) was filed. The parties agreed to settle all three matters for a total payment of $12.6 million, inclusive of wages, penalties, interest, attorneys’ fees and costs, and costs of settlement administration. The trial court approved the settlement, which became a final order on December 21, 2017, and a stipulation of dismissal was filed on December 22, 2017. A satisfaction of judgment in this case was filed on January 12, 2018.

~~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. A joint motion for preliminary approval of the collective and class action settlement was filed on July 7, 2017. Please see the above Bouaphakeo description for additional details of a global settlement.

~~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~~ - These consolidated cases involve our Joslin, Illinois beef plant. 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, entered an order of final approval on December 5, 2017, and then dismissed the case.

On September 2, 2016, Maplevale Farms, Inc., acting on its own 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~~The consolidated actions are styled In re Broiler Chicken Antitrust ~~Litigation. Several amended~~Litigation. Since the original filing, certain putative class members have opted out of the matter and ~~consolidated~~are proceeding with individual direct actions making similar claims, and others may do so in the future. All opt out complaints have been filed in, or transferred to, the Northern District of Illinois and are proceeding on ~~behalf of each putative class.~~a coordinated pre-trial basis with the consolidated actions. The ~~currently~~ operative complaints, which have been amended throughout the litigation, 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~~plaintiffs also allege that defendants “manipulated and artificially inflated a widely used Broiler price index, the Georgia Dock.” ~~It is~~The plaintiffs further ~~alleged~~allege that the defendants concealed this conduct from the plaintiffs and the members of the putative classes. The plaintiffs ~~are seeking~~seek treble damages, injunctive relief, pre- and post-judgment interest, costs, and attorneys’ fees on behalf of the putative classes. ~~The court issued a ruling on November 20, 2017 denying all defendants’ motions to dismiss. The litigation is currently in a discovery phase.~~ Decisions on class certification and summary judgment motions likely to be filed by defendants are ~~not~~currently expected ~~before the latter part of~~in late calendar year 2020 ~~under the scheduling order currently governing the case. Scheduling for~~and 2021. If necessary, trial ~~if necessary,~~ will occur after rulings on class certification and any summary judgment ~~motions. Certain putative class members have opted out~~motions in calendar year 2022. On April 26, 2019, the plaintiffs notified us that the U.S. Department of ~~this matter and are proceeding separately, and others may do so~~Justice (“DOJ”) Antitrust Division issued a grand jury subpoena to them requesting discovery produced by all parties in the ~~future.~~

civil case. On June 21, 2019, the DOJ filed a motion to intervene and sought a limited stay of discovery in the civil action, which the court granted in part. Subsequently, we received a grand jury subpoena from the DOJ seeking additional documents and information related to the chicken industry. We are fully cooperating with the DOJ’s request. On October ~~17, 2016, William Huser, acting~~16, 2019, the court extended the limited stay of discovery in the civil action through June 27, 2020, and on December 18, 2019, the court shortened the stay until March 31, 2020. The Commonwealth of Puerto Rico, on behalf of ~~himself~~its citizens, has also initiated a civil lawsuit against us, certain of our subsidiaries, and ~~a putative class~~several other poultry processing companies alleging activities in violation 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~~Puerto Rican antitrust laws. This lawsuit 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~~Northern 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.Illinois for coordinated pre-trial proceedings.

On March 1, 2017, we received a civil investigative demand ~~(CID)~~(“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~~have been cooperating with the Attorney General’s office. In July 2019, the Attorney General issued a subpoena to the In re Broiler Chicken Antitrust Litigation plaintiffs requesting all information provided to the DOJ.

On August 18, 2019, we were advised that the In re Broiler Chicken Antitrust Litigation plaintiffs had received a CID from the Louisiana Department of Justice Office of the Attorney General Public Protection Division. The Louisiana CID requests all deposition transcripts related to the In re Broiler Chicken Antitrust Litigation.

On June 18, 2018, a group of plaintiffs acting on their own behalf and on behalf of a putative class of all persons and entities who indirectly purchased pork, filed a class action complaint against us and certain of our pork subsidiaries, as well as several other pork processing companies, in the United States District Court for the District of Minnesota. Subsequent to the filing of the initial complaint, additional lawsuits making similar claims on behalf of putative classes of direct and indirect purchasers were also filed in the same court. 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. The consolidated actions are styled In re Pork Antitrust Litigation. Since the original filing, a putative class member is proceeding with an individual direct action making similar claims, and others may do so in the future. The individual complaint has been filed in the District of Minnesota and is proceeding on a coordinated pre-trial basis with the consolidated actions. The complaints allege, among other things, that beginning in January 2009 the defendants conspired and combined to fix, raise, maintain, and stabilize the price of pork and pork products 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 plaintiffs seek treble damages, injunctive relief, pre- and post-judgment interest, costs, and attorneys’ fees on behalf of the putative classes. On August 8, 2019, this matter was dismissed without prejudice. The plaintiffs filed amended complaints on November 6, 2019, in which the plaintiffs again have alleged that the defendants conspired and combined to fix, raise, maintain, and stabilize the price of pork and pork products in violation of state and federal antitrust, consumer protection, and unjust enrichment common laws, and the plaintiffs again are seeking treble damages, injunctive relief, pre- and post-judgment interest, costs, and attorneys’ fees on behalf of the putative classes. The Commonwealth of Puerto Rico, on behalf of its citizens, has also initiated a civil lawsuit against us, certain of our subsidiaries, and several other pork processing companies alleging activities in violation of the Puerto Rican antitrust laws. This lawsuit was transferred to the District of Minnesota and an amended complaint was filed on December 6, 2019. On January 15, 2020, we moved to dismiss the amended complaints.

On April 23, 2019, a group of plaintiffs, acting on behalf of themselves and on behalf of a putative class of all persons and entities who directly sold to the named defendants any fed cattle for slaughter and all persons who transacted in live cattle futures and/or options traded on the Chicago Mercantile Exchange or another U.S. exchange, filed a class action complaint against us and our beef and pork subsidiary, Tyson Fresh Meats, Inc., as well as other beef packer defendants, in the United States District Court for the Northern District of Illinois. The plaintiffs allege that the defendants engaged in a conspiracy from January 2015 to the present to reduce fed cattle prices in violation of federal antitrust laws, the Grain Inspection, Packers and Stockyards Act of 1921, and the Commodities Exchange Act by periodically reducing their slaughter volumes so as to reduce demand for fed cattle, curtailing their purchases and slaughters of cash-purchased cattle during those same periods, coordinating their procurement practices for fed cattle settled on a cash basis, importing foreign cattle at a loss so as to reduce domestic demand, and closing and idling plants. In addition, the plaintiffs also allege the defendants colluded to manipulate live cattle futures and options traded on the Chicago Mercantile Exchange. The plaintiffs seek, among other things, treble monetary damages, punitive damages, restitution, and pre- and post-judgment interest, as well as declaratory and injunctive relief. This complaint was subsequently voluntarily dismissed and re-filed in the United States District Court for the District of Minnesota. Other similar lawsuits were filed by ranchers in other district courts. All actions seeking relief by ranchers and futures traders have now been transferred to the United States District Court for the District of Minnesota action and are consolidated for pre-trial proceedings as In Re Cattle Antitrust Litigation. Following the filing of defendants’ motion to dismiss this matter, the plaintiffs filed a second amended complaint on October 4, 2019. We have moved to dismiss the second amended complaint.

On April 26, 2019, a group of plaintiffs, acting on behalf of themselves and on behalf of a putative class of indirect purchasers of beef for personal use filed a class action complaint against us, other beef packers, and Agri Stats, Inc., an information services provider, in the United States District Court for the District of Minnesota. The plaintiffs allege that the packer defendants conspired to reduce slaughter capacity by closing or idling plants, limiting their purchases of cash cattle, coordinating their procurement of cash cattle, and reducing their slaughter numbers so as to reduce beef output, all in order to artificially raise prices of beef. The plaintiffs seek, among other things, damages under state antitrust and consumer protection statutes and the common law of approximately 30 states, as well as injunctive relief. The plaintiffs filed a first amended complaint in which the claims against Agri Stats were dismissed and subsequently filed a second amended complaint on November 22, 2019. We have moved to dismiss the second amended complaint. The indirect consumer purchaser litigation is styled as Peterson v. JBS USA Food Company Holdings, et al.

On October 16, 2019, a direct purchaser of beef, on behalf of itself and other direct purchasers of beef, filed a class action complaint against us and other beef packer defendants in the United States District Court for the District of Minnesota. The plaintiff alleges that the defendants conspired to reduce slaughter capacity by closing and idling plants, limiting their purchases of cash cattle, coordinating their procurement of cash cattle, and reducing their slaughter numbers, so as to reduce beef output, all in order to artificially raise prices of beef. The plaintiffs seek, among other things, treble monetary damages, punitive damages, restitution, and pre- and post-judgment interest, as well as declaratory and injunctive relief. This action was voluntarily dismissed on November 5, 2019.

On August 30, 2019, Judy Jien, Kieo Jibidi and Elaisa Clement, acting on their own behalf and a putative class of non-supervisory production and maintenance employees at chicken processing plants in the continental United States, filed a class action complaint against us and certain of our subsidiaries, as well as several other poultry processing companies, in the United States District Court for the District of Maryland. An additional complaint making similar allegations was also filed by Emily Earnest. The plaintiffs allege that the defendants directly and through a wage survey and benchmarking service exchanged information regarding labor rates in an effort to depress and fix the rates of wages for non-supervisory production and maintenance workers in violation of federal antitrust laws. The plaintiffs seek, among other things, treble monetary damages, punitive damages, restitution, and pre- and post-judgment interest, as well as declaratory and injunctive relief. The court consolidated the Jien and Earnest cases for coordinated pretrial proceedings. Following the consolidation, two additional lawsuits have been filed by individuals making similar allegations. The plaintiffs filed an amended consolidated complaint containing additional allegations concerning turkey processing plants and named additional defendants.

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)~~(“NLRC”) from 1998 through July 1999. The complaint was 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 alleges, among other things, that the respondents engaged in unfair labor practices in connection with the termination of manufacturing operations in the Philippines in 1995 by Aris Philippines, Inc., a former subsidiary of The Hillshire Brands Company. In late 2004, a labor arbiter ruled against the respondents and awarded the complainants PHP3,453,664,710 (approximately ~~US $69~~U.S. $68 million) in damages and fees. The respondents appealed the labor arbiter's ruling, and it was subsequently set aside by the NLRC in December 2006. Subsequent to the NLRC’s decision, the parties filed numerous appeals, motions for reconsideration and petitions for review, certain of which remained outstanding for several years. While various of those appeals, motions and/or petitions were pending, The Hillshire Brands Company, on June 23, 2014, without admitting liability, filed a settlement motion requesting that the Supreme Court of the Philippines order dismissal with prejudice of all claims against it and certain other respondents in exchange for payments allocated by the court among the complainants in an amount not to exceed PHP342,287,800 (approximately ~~US $6.8~~U.S. $6.7 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 were remanded back before the NLRC to rule on the merits of the case. On December 15, 2016, we learned that the NLRC rendered its decision on November 29, 2016, regarding the respondents’ appeals regarding the labor arbiter’s 2004 ruling in favor of the complainants. The NLRC increased the award for 4,922 of the total 5,984 complainants to PHP14,858,495,937 (approximately ~~US $297~~U.S. $291 million). However, the NLRC approved a prior settlement reached with the group comprising approximately 18% of the class of 5,984 complainants, pursuant to which The Hillshire Brands Company agreed to pay each settling complainant PHP68,000 (approximately ~~US $1,360)~~U.S. $1,300). 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,~~Each of Aris Philippines, Inc., Sara Lee Corporation and Sara Lee Philippines, Inc. ~~each filed petitions for certiorari with requests for~~appealed this award and sought an ~~immediate temporary restraining order and a writ~~injunction to preclude enforcement of ~~permanent injunction with~~the award to 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. On November 23, 2017, the Court of Appeals granted a writ of preliminary injunction that ~~will preclude~~precluded execution of the NLRC ~~judgment~~award during the pendency of the appeal. The Court of Appeals subsequently vacated the NLRC’s award on April 12, 2018. Complainants have filed motions for reconsideration with the Court of Appeals. On November 14, 2018, the Court of Appeals denied claimants’ motions for reconsideration and granted defendants’ motion to release and discharge the preliminary injunction bond. Claimants have since filed petitions for writ of certiorari with the Supreme Court of the Philippines. The Supreme Court has accepted the case for review. We ~~have recorded~~continue to maintain 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 condensed 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 $69 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.matter.

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 have appealed the judgment.


Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

RESULTS OF OPERATIONS

Description of the Company

We are one of the world’s largest food companies and a recognized leader in protein. Founded in 1935 by John W. Tyson and grown under three generations of family leadership, the Company has a broad portfolio of products and brands like Tyson®, Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, Aidells®, ibp® and State Fair®. Some of the key factors influencing our business are customer demand for our products; the ability to maintain and grow relationships with customers and introduce new and innovative products to the marketplace; accessibility of international markets; market prices for our products; the cost and availability of live cattle and hogs, raw materials and feed ingredients; and operating efficiencies of our facilities.

We operate in four reportable segments: Beef, Pork, Chicken, and Prepared Foods. We measure segment profit as operating income (loss). International/Other primarily includes our foreign ~~chicken production~~ operations in Australia, China, South Korea, Malaysia, Mexico, the Netherlands, Thailand and ~~India,~~the United Kingdom, third-party merger and integration costs and corporate overhead related to Tyson New Ventures, LLC.

~~On June 7, 2017, we acquired~~

Overview

COVID-19 – We are monitoring and consolidated AdvancePierre Foods Holdings, Inc. ("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 subsequentresponding to the ~~acquisition closing~~evolving nature of the global novel coronavirus pandemic (“COVID-19” or “pandemic”) and its impact to our global business. We formed an internal COVID-19 task force for the primary purposes of maintaining the health and safety of our team members, ensuring our ability to operate our processing facilities and maintaining the liquidity of our business. We are ~~included~~experiencing multiple challenges related to the pandemic. These challenges are anticipated to increase our operating costs and negatively impact our volumes for the remainder of fiscal 2020. Operationally, we have faced slowdowns and temporary idling of production facilities from team member shortages or choices we have made to ensure team member safety. As a result, we have experienced lower levels of productivity and higher costs of production. This will likely continue in the short term until the effects of COVID-19 diminish. Each of our segments has also experienced a shift in demand from foodservice to retail; however, the volume increases in retail have not been sufficient to offset the losses in foodservice and as a result, we expect decreases in volumes in the second half of fiscal 2020. We currently expect that we will remain profitable in the second half of fiscal 2020, although the combination of operational challenges and volume impacts will negatively impact overall earnings.

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Team Members – The health and safety of our team members is our top priority. To protect our team members, we implement safety measures recommended by the Centers for Disease Control and Prevention ("CDC") and the Occupational Safety and Health Administration ("OSHA") in our facilities and coordinate with other health officials as appropriate, including, but not limited to, checking the temperature of team members as they enter company facilities, restricting visitor access, increasing efforts to deep clean and sanitize facilities, requiring the use of protective face coverings and making protective face coverings and other protective equipment available to team members, and encouraging team members who feel sick to stay at home through relaxed attendance policies and enhanced benefits. We continue to explore and implement additional ways to promote social distancing in our production facilities by creating additional breakroom space and allowing extra time between shifts to reduce interaction of team members, as well as erecting dividers between workstations or increasing the space between workers on the production floor. For office-based employees, we have required employees capable of working from home to do so until further notice. We announced we would pay $1,000 bonuses to approximately 116,000 domestic frontline employees who support the Company’s operations during the COVID-19 pandemic. These bonuses are expected to total approximately $120 million, with half anticipated to be paid in May and half in July. It will be recognized as cost of sales in our consolidated condensed statements of income for the third quarter of fiscal 2020. Additionally, we are currently experiencing positive COVID-19 cases and worker absenteeism throughout our production network, which has led to some temporary idling of production facilities. We are compensating our employees for sick time and COVID-19- related idling or shift cancellations.

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Customers and Production – Our most significant impacts from COVID-19 relate to channel shifts and lower production. We are committed to doing our best to ensure the continuity of our business and the availability of our products to customers. We have seen a shift in demand from our foodservice to our retail sales channels as schools and in-dining restaurants have closed across the country. Our production capabilities, including our large scale and geographic proximities, allow us to adapt some of our facilities to the changing demand by shifting certain amounts of production from foodservice to retail. Not all of our facilities can be adapted and as a result we expect a net negative impact to our volumes. In addition, our production facilities are experiencing varying levels of production impacts, including reduced volumes, due to the planned implementation of additional worker health precautions, worker absenteeism and temporary COVID-19-related closures at some of our production facilities. We are adjusting volume and production planning at facilities we believe may be more likely to experience higher levels of absenteeism or the need for temporary closures to facilitate employee testing for COVID-19. Additionally, we are anticipating temporary idling of certain facilities that service the foodservice channel as we balance the shifting demand between foodservice and retail sales channels. On April 28, 2020, the President issued an Executive Order stating the importance of the continued operation of meat and poultry processing facilities and directing the Secretary of Agriculture to issue rules and orders to ensure the continued supply of meat and poultry, consistent with the guidance for the operations of meat and poultry processing facilities jointly issued by the CDC and OSHA. This order provides clarity on what standards should apply at our meat and poultry processing facilities and we anticipate continuing to work with the USDA and other government officials in our efforts to ensure that we are able to operate our facilities safely.

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Supply Chain – Our supply chain has stayed largely intact as we have built contingency plans for redundant supply for our production facilities as well as our external suppliers. We have been able to leverage our extensive distribution network and large private transportation fleet to help mitigate the impacts of COVID-19. Although we have experienced some minor disruptions with certain indirect and direct materials, the disruption has not significantly impacted our production to date. We have experienced volatility in commodity inputs, in part due to impacts caused by COVID-19, and we expect this volatility to continue, which may impact our future input costs. Since we also export globally, container availability and port capacities have been among the challenges in meeting the global demand for our products. Our Prepared Foods segment depends on adequate supplies of raw materials necessary for its production. Recent high levels of industry pork facility closures have significantly increased the likelihood of raw material shortages which would limit production capability of various Prepared Foods products.

•

Insurance and CARES Act – Although we maintain insurance policies for various risks, we do not believe most COVID-19 impacts will be covered by our policies. On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferral of the employer portion of social security payments, and a number of income tax provisions. While we continue to examine the potential impacts, we do not anticipate the provisions related to income tax will have a significant impact on our financial statements. Early in the third quarter of fiscal 2020 we began implementing the deferral of the employer portion of social security payments and intend to continue that for the remainder of the year, which will have a favorable impact on liquidity. We currently estimate that the fiscal 2020 deferral amount will exceed $150 million. We are currently evaluating the refundable payroll tax credit provision but are not able to quantify the impact at this time.

•

Liquidity – We generated $1,260 million of operating cash flows during the six months ended March 28, 2020. At March 28, 2020, we had approximately $2,489 million of liquidity, which included availability under our revolving credit and term loan facilities after deducting amounts to backstop our short-term promissory notes ("commercial paper program"), and $437 million of cash and cash equivalents. We have $1,142 million of current debt. Combined with the cash expected to be generated from the Company’s operations, we anticipate that we will maintain sufficient liquidity to operate our business, make capital expenditures, pay dividends and address other needs including our ability to meet maturing debt obligations. However, we will continue to monitor the impact of COVID-19 on our liquidity and, if necessary, take action to preserve liquidity and ensure that our business can operate during these uncertain times. This may include temporarily suspending share repurchases, suspending or reducing dividend payments or other cash preservation actions as necessary

•

Financial Condition – We continue to proactively manage the Company and its operations through the pandemic. The major challenge we face is the availability of team members to operate our production facilities as our production facilities are experiencing varying levels of absenteeism. We will continue to operate our production facilities with team member health and safety as a top priority. The COVID-19-related slowdowns and temporary closures drive higher labor and production costs which we expect to continue until the return of more normal conditions. Late in the second quarter, we experienced substantial COVID-19-related demand shifts away from foodservice and into retail, and we responded to the demand shifts by adjusting parts of our production capacity accordingly. Despite adjusting parts of our operational footprint, we do not expect higher retail volumes will fully offset the lost volumes from foodservice. Additionally, the price and mix of these volume shifts may result in lower margin realization. In addition, closures of pork facilities could have downstream impacts on the availability of raw material for parts of our Prepared Foods business, which could subsequently impact its ability to produce at current levels. Consequently, the challenges created by absenteeism and our proactive, temporary closings of production facilities due to COVID-19, adversely affects our operating costs and reduces what would otherwise be a stronger margin environment. However, we cannot predict the ultimate impact that COVID-19 will have on our short- and long-term demand at this time, as it will depend on, among other things, the severity and duration of the COVID-19 pandemic. Our liquidity is expected to be adequate to continue to run our operations and meet our obligations as they become due.

General – Sales grew 4% and 5% in the second quarter and first six months of fiscal 2020, respectively, compared to the second quarter and first six months of fiscal 2019, respectively, primarily due to the impact of acquisitions and increased average sales prices across all of our segments. Our operating income of $1,327 million was down slightly for the first six months of fiscal 2020, and operating income of $501 million was down for the second quarter of fiscal 2020, as strong Beef and Pork results were offset by a decline in Prepared Foods and Chicken ~~segments.~~

~~Overview~~

~~General – Our operating income of $927 million remained strong~~results as well as volatile commodity markets resulting in derivative losses in the first six months of fiscal 2020. In the six months ended March 28, 2020, our results were impacted by $52 million of restructuring and related charges and $16 million of costs, net of insurance proceeds, associated with a fire at one of our beef production facilities. In the second quarter and six months ended March 30, 2019, our results were impacted by $11 million and $37 million, respectively, of acquisition related costs associated with the Keystone Foods acquisition and $8 million and $16 million, respectively, of restructuring and related charges. Additionally, direct incremental costs associated with COVID-19 during the second quarter of fiscal ~~2018, although down 5.6% from last year’s record results,~~2020, which were not material, primarily included personal protective equipment for employees, increased product and monetary donations to help affected communities, and guaranteed pay related to disruptions in shifts and sick time. These additional direct incremental COVID-19 costs exclude market related impacts that may have been driven in part by ~~record operating income in our Prepared Foods segment~~COVID-19 including such items as derivatives, deferred compensation investments and strong performance in our Beef, Pork and Chicken segments. Sales increased 11.4% in the first quarter of fiscal 2018 over the first quarter of fiscal 2017, primarily driven by stronger demand for our beef and chicken products and the incremental impact from the acquisition of AdvancePierre.livestock lower-of-cost-or-net-realizable-value ("LCNRV") adjustments.

Market Environment -– According to the United States Department of Agriculture (USDA), domestic protein production (beef, pork, chicken and turkey) increased approximately 3%7% in the ~~first~~second quarter of fiscal ~~2018~~2020 compared to the same period in fiscal ~~2017.~~2019. We continue to monitor recent trade and tariff activity as well as COVID-19 and its potential impact to exports and input costs across all our segments. All segments experienced increased operating costs in the six months ended March 28, 2020. We pursue recovery of these increased costs through pricing. The Beef segment experienced ~~higher~~strong demand and reduced live cattle ~~costs,~~costs. The Pork segment experienced strong export ~~demand and more favorable domestic market~~markets which helped offset rising livestock costs. The Chicken segment experienced challenging pricing conditions associated with ~~an increase in cattle supply. Despite~~ increased domestic availability of ~~pork products, live hog markets rose which increased input costs for the Pork segment. There was stronger demand for our chicken products~~supply and ~~slightly lower feed ingredient costs, which benefited the Chicken segment. Our~~weak export markets. The Prepared Foods segment ~~had improved demand for~~continued to experience growth in the consumer products channel in a period of increased raw material costs. We also experienced volatile commodity markets across all our ~~foodservice products but experienced a decline~~segments, in ~~retail as well as higher input costs~~part due to impacts caused by COVID-19. These volatile markets resulted in derivative losses of approximately ~~$45 million.~~$100 million, of which approximately $115 million was related to losses on mark-to-market open derivative positions and primarily impacted our Beef, Chicken and Prepared Foods segments. We expect to offset most of the mark-to-market losses in future periods from the related physical purchase transactions. Additionally, the market volatility contributed to approximately $20 million of expenses associated with livestock LCNRV adjustments in our Beef and Pork segments.

Margins – Our total operating margin was ~~9.1%~~4.6% in the ~~first~~second quarter of fiscal ~~2018.~~2020. Operating margins by segment were as follows:

•~~Beef~~ ~~– 6.6%~~

•~~Pork~~ ~~– 11.8%~~

•~~Chicken~~ ~~– 9.1%~~

~~Prepared Foods~~ ~~– 11.4%~~

Liquidity – We generated $1.1 billion of operating cash flows during the three months of fiscal 2018. At December 30, 2017, we had approximately $1.1 billion of liquidity, which included availability under our revolving credit facility after deducting amounts to backstop our commercial paper program and $293 million of cash and cash equivalents.


•	Beef – 2.7%


•	Pork – 7.3%


•	Chicken – 2.9%


•	Prepared Foods – 9.2%

Strategy -– Our strategy is to sustainably feed the world with the fastest growing ~~portfolio of~~ protein brands. We intend to ~~accomplish this~~achieve our strategy as we: grow our business by ~~growing our portfolio of protein brands~~delivering superior value to consumers and ~~delivering food at scale, which will be enabled by driving profitable growth with and for our customers through differentiated capabilities and creating~~customers; deliver fuel for ~~reinvestment~~growth and returns through ~~a disciplined~~commercial, operational and financial ~~fitness model.~~excellence; and sustain our company and our world for future generations.

On ~~June 7, 2017,~~November 30, 2018, 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 programKeystone Foods, and ~~new term loan facility. AdvancePierre’s~~its results from operations ~~subsequent to the acquisition closing~~ are included in the ~~Prepared Foods~~Chicken segment and ~~Chicken segments.~~International/Other. On June 3, 2019, we acquired Thai and European operations, and the results from operations of these businesses since their respective acquisition dates are included in International/Other for segment presentation. For further description of these transactions, refer to Part I, Item 1, Notes to ~~the~~ Consolidated Condensed Financial Statements, Note 2: ~~Acquisitions and Dispositions.~~Acquisitions.

~~In April 2017, we announced our intent to sell three non-protein businesses, Sara Lee® Frozen Bakery, Kettle and Van’s®.~~

In the first quarter of fiscal ~~2018, we made~~2020, the ~~decision~~Company approved a restructuring program (the "2020 Program"), which is expected to ~~sell an additional non-protein business, which has a carrying value~~contribute to the Company's overall strategy of ~~approximately $50 million. All~~financial fitness through the elimination of ~~these non-protein businesses are part~~overhead and consolidation of our Prepared Foods segment and are being sold as part of our strategic focus on protein brands. We completed the sale of our Kettle business on December 30, 2017, and received net proceeds of $125 million which were used to pay down debt.certain enterprise functions. As a result of ~~the sale,~~this restructuring program, we ~~recorded a~~expect savings of approximately $55 million and $65 million in fiscal 2020 and fiscal 2021, respectively. This restructuring program resulted in $39 million of pretax ~~gain~~charges consisting of ~~$22 million. We reclassified the assets~~severance and ~~liabilities~~employee related ~~to these~~

~~remaining businesses to assets and liabilities held for sale~~costs in ~~our Consolidated Condensed Balance Sheet at December 30, 2017. In~~ the first ~~quarter~~six months of ~~2018,~~fiscal 2020. As part of this program, we ~~recorded a pretax impairment charge totaling $26 million, due to revised estimates~~estimate the elimination of approximately 500 positions across several areas and job levels with most of the ~~businesses' fair value based on current expected net sales proceeds. The impairment charge was recorded~~eliminated positions originating from the corporate offices in ~~Cost~~Springdale, Arkansas and Chicago, Illinois. We do not anticipate future costs of ~~Sales~~this restructuring program to be significant. Additionally, in our Consolidated Condensed Statement of Income for the three months ended December 30, 2017, and primarily consisted of goodwill previously classified within assets held for sale. The net carrying value of the combined held for sale businesses at December 30, 2017 was $704 million. We anticipate we will close on the sale of the Sara Lee® Frozen Bakery, Van’s® and the additional non-protein business in the back half of fiscal 2018. For further description refer to Part I, Item 1, Notes to the Consolidated Condensed Financial Statements, Note 2: Acquisitions and Dispositions.

In the fourth quarter of fiscal 2017, our Board of Directors approved a multi-year restructuring program (the ~~“Financial Fitness~~“2017 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~~business acquisitions and additional elimination of non-valued added costs, the ~~Financial Fitness Program~~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, and net savings are expected to be realized in the Prepared Foods ~~segment with the majority of the remaining net savings impacting the~~and 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. In the first quarter of fiscal 2018, we realized $37 million of Financial Fitness Program cost savings.

As part of the Financial Fitness Program, we anticipate eliminating approximately 600 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 first quarter of fiscal 2018, the Company recognized restructuring and related charges of $19 million that consisted of $3 million severance and employee related costs and $16 million technology related costs. The Company currently anticipates the Financial Fitness Program will result in cumulative pretax charges, once implemented, of approximately $218 million which consist primarily of severance and employee related costs, asset impairments, accelerated depreciation, incremental costs to implement new technology, and contract termination costs. Through December 30, 2017, $169 million of the estimated $218 million total pretax charges, has been recognized. The following tables set forth the pretax impact of restructuring and related charges incurred in the first quarter of fiscal 2018 in the Consolidated Condensed Statements of Income and the pretax impact by our reportable segments. For further description refer to Part I, Item 1, Notes to the Consolidated Condensed Financial Statements, Note 5:6: Restructuring and Related Charges.

in millions
Three Months Ended
December 30, 2017
Cost of Sales $ —
Selling, general and administrative expenses 19
Total restructuring and related charges, pretax $ 19



in millions, except per share data	Three Months Ended				Six Months Ended
	March 28, 2020		March 30, 2019		March 28, 2020		March 30, 2019
Net income attributable to Tyson	$	364	$	426	$	921	$	977
Net income attributable to Tyson – per diluted share	1.00		1.17		2.52		2.67

in millions, except per share data Three Months Ended
December 30, 2017 December 31, 2016
Net income attributable to Tyson $ 1,631
$ 593
Net income attributable to Tyson – per diluted share 4.40
1.59

~~First quarter–~~Second quarter – Fiscal ~~2018~~2020 – Net income attributable to Tyson included the following items:

$~~994~~110 million ~~post tax,~~pretax, or ~~$2.68~~$0.23 per diluted share, ~~tax benefit~~due to gain from ~~remeasurement of net deferred tax liabilities at lower enacted tax rates.~~pension plan terminations

Six months – Fiscal 2020 – Net income attributable to Tyson included the following items:

$1952 million pretax, or ($~~0.04)~~0.11) per diluted share, of restructuring and related charges.

$416 million pretax, or ($~~0.05)~~0.03) per diluted share, ~~impairment~~of Beef production facility fire costs, net of ~~realized~~insurance proceeds.

$110 million pretax, or $0.23 per diluted share, due to gain ~~associated with~~from pension plan terminations

Second quarter – Fiscal 2019 – Net income attributable to Tyson included the ~~divestiture~~following items:

$11 million pretax, or ($0.02) per diluted share, of ~~non-protein businesses.~~Keystone Foods acquisition related costs.

$8 million pretax, or ($0.01) per diluted share, of restructuring and related charges.

Six months – Fiscal 2019 – Net income attributable to Tyson included the following items:

$37 million pretax, or ($0.08) per diluted share, of Keystone Foods purchase accounting and acquisition related costs, which included an $11 million purchase accounting adjustment for the amortization of the fair value step-up of inventory and $26 million of acquisition related costs.

$16 million pretax, or ($0.03) per diluted share, of restructuring and related charges.

Summary of Results

Sales


in millions	Three Months Ended						Three Months Ended					Six Months Ended
	December 30, 2017			December 31, 2016			March 28, 2020			March 30, 2019		March 28, 2020			March 30, 2019
Sales	$	10,229		$	9,182		$	10,888		$	10,443	$	21,703		$	20,636
Change in sales volume	5.2		%	2.4		%	2.6		%			3.7		%
Change in average sales price	5.9		%	(2.0		)%	1.6		%			1.5		%
Sales growth	11.4		%	0.3		%	4.3		%			5.2		%

~~First~~Second quarter – Fiscal ~~2018~~2020 vs Fiscal ~~2017~~2019


•	Sales Volume – Sales were positively impacted by an increase in sales volume which accounted for an increase of $277 million, primarily driven by increased volumes in our Beef and Pork segments and incremental volumes from a business acquisition in International/Other.

•

Average Sales Price – Sales were positively impacted by higher average sales prices, which accounted for an increase of $168 million. The increase in average sales price was primarily attributable to mix and the pass through of higher livestock and raw material costs in the Pork and Prepared Foods segments, partially offset by approximately $15 million of incremental discounted sales in the Prepared Foods segment.

~~Sales Volume~~Six months – Sales were positively impacted by an increase in sales volume, which accounted for an increase of $473 million. The Beef, Chicken and Prepared Foods segments had an increase in sales volume driven by better demand for our beef and chicken products and incremental volumes from the acquisition of AdvancePierre, which impacted the Chicken and Prepared Foods segments.Fiscal 2020 vs Fiscal 2019

~~Average Sales Price~~ – Sales were positively impacted by higher average sales prices across all segments, which accounted for an increase of $574 million. The Beef segment experienced strong demand, and the Chicken and Prepared Foods segments were positively impacted by the acquisition of AdvancePierre as well as improved mix.

~~The above amounts include a net increase of $396 million related to the inclusion of the AdvancePierre results post acquisition.~~

•

Sales Volume – Sales were positively impacted by an increase in sales volume which accounted for an increase of $755 million, primarily driven by incremental volumes from business acquisitions in our Chicken segment and International/Other, partially offset by decreased sales volume in the first quarter of fiscal 2020 in our Beef segment due to a reduction in live cattle processing capacity from the temporary closure of a production facility as a result of a fire.

•

Average Sales Price – Sales were positively impacted by higher average sales prices, which accounted for an increase of $312 million. The increase in average sales price was primarily attributable to strong demand in our Pork, Beef and Prepared Foods segments and the pass through of higher livestock and raw material costs in the Pork and Prepared Foods segments, partially offset by approximately $35 million of incremental discounted sales in the Prepared Foods segment.

Cost of Sales


in millions	Three Months Ended						Three Months Ended						Six Months Ended
	December 30, 2017			December 31, 2016			March 28, 2020			March 30, 2019			March 28, 2020			March 30, 2019
Cost of sales	$	8,778		$	7,699		$	9,867		$	9,251		$	19,242		$	18,089
Gross profit	$	1,451		$	1,483		$	1,021		$	1,192		$	2,461		$	2,547
Cost of sales as a percentage of sales	85.8		%	83.8		%	90.6		%	88.6		%	88.7		%	87.7		%

~~First~~Second quarter – Fiscal ~~2018~~2020 vs Fiscal ~~2017~~2019

Cost of sales increased ~~$1,080 million. Higher~~$616 million, which included a net increase of $141 million related to the impact of results from acquisitions.

For the remaining increase, higher sales volume increased cost of sales $48 million while higher input cost per pound increased cost of sales ~~$683 million while higher sales volume increased cost of sales $397~~$427 million. ~~These amounts include a net increase of $298 million related to the inclusion of AdvancePierre results post acquisition.~~

The ~~$683~~$427 million impact of higher input cost per pound was ~~primarily driven~~impacted by:

~~Increase in live cattle costs of approximately $225 million in our Beef segment.~~

~~Increase in live hog costs of approximately $100 million in our Pork segment.~~

Increase in raw material and other input costs of approximately ~~$45~~$40 million as well as an increase in inventory write downs of approximately $15 million in our Prepared Foods segment.

Increase in live hog costs of approximately ~~$30~~$95 million in our Pork segment.

Increase of approximately $25 million in our Chicken segment related to net increases in ~~freight,~~feed ingredient costs, growout expenses and outside meat purchases.

~~Increase in input cost per pound related to the acquisition of AdvancePierre on June 7, 2017.~~

Increase due to net ~~realized~~ derivative losses of ~~$33~~approximately $100 million in the ~~first~~second quarter of fiscal ~~2018,~~2020, compared to net ~~realized~~ derivative ~~gains~~losses of ~~$46~~approximately $30 million in the ~~first~~second quarter of fiscal ~~2017~~2019 due to our risk management activities. These amounts exclude offsetting impacts from related physical purchase transactions, which are included in the change in live cattle and hog costs and raw material and feed ingredient costs described ~~above.~~ herein.

Decrease in live cattle costs of approximately $30 million in our Beef segment.

The $48 million impact of higher sales volume, excluding the impact of acquisitions, was primarily driven by increased sales volume in our Beef and Pork segments due to strong demand, especially in the consumer products and export sales channels.

Six months – Fiscal 2020 vs Fiscal 2019

Cost of sales ~~losses~~increased $1,153 million, which included a net increase of $637 million related to the impact of results from acquisitions.

For the remaining increase, lower sales volume decreased cost of sales $121 million while higher input cost per pound increased cost of sales $637 million.

The $637 million impact of higher input cost per pound was impacted by:

Increase in raw material and other input costs of approximately $100 million as well as an increase in inventory write downs of approximately $35 million in our Prepared Foods segment.

Increase in live hog costs of approximately $140 million in our Pork segment.

Increase of approximately $16 million in our Beef segment of costs, net of insurance proceeds, related to the fire at our production facility.

Increase of approximately $55 million in our Chicken segment related to net increases in feed ingredient costs, growout expenses and outside meat purchases.

Increase due to net ~~realized derivatives were partially offset~~derivative losses of approximately $55 million for the first six months of fiscal 2020, compared to net derivative losses of approximately $35 million for the first six months of fiscal 2019 due to our risk management activities. These amounts exclude offsetting impacts from related physical purchase transactions, which are included in the change in live cattle and hog costs and raw material and feed ingredient costs described herein.

Decrease in live cattle costs of approximately $40 million in our Beef segment.

The $121 million impact of lower sales volume, excluding the impact of acquisitions, was primarily driven by decreased sales volume in our Beef segment due to a ~~decrease~~reduction in ~~net unrealized gain~~live cattle processing capacity from the temporary closure of ~~$4 million~~a production facility in the first quarter of fiscal ~~2018, compared to net unrealized losses~~2020 as a result of ~~$23 million in the first quarter of fiscal 2017, primarily due to our Beef segment commodity risk management activities.~~

~~Remainder of net change is mostly due to increased cost per pound from~~ a ~~mix upgrade in the Chicken segment as we~~fire partially offset by increased sales volume in ~~value-added products, as well as increased labor~~our Beef and ~~freight costs across all segments.~~

~~The $397 million impact of higher sales volume was driven by increases in sales volume in each segment except the~~ Pork ~~segment, with the majority of the increase~~segments in the ~~Chicken and Prepared Foods segments.~~second quarter of fiscal 2020.

Selling, General and Administrative


in millions	Three Months Ended						Three Months Ended						Six Months Ended
	December 30, 2017			December 31, 2016			March 28, 2020			March 30, 2019			March 28, 2020			March 30, 2019
Selling, general and administrative expense	$	524		$	501		$	520		$	557		$	1,134		$	1,105
As a percentage of sales	5.1		%	5.5		%	4.8		%	5.3		%	5.2		%	5.4		%

~~First~~Second quarter – Fiscal ~~2018~~2020 vs Fiscal ~~2017~~2019

Decrease of $37 million in selling, general and administrative was primarily driven by:

Decrease of $29 million in incentive-based compensation.

Decrease of $25 million in professional fees and merger and integration costs.

Decrease of $12 million in marketing, advertising and promotion expenses.

Decrease of $6 million due to restructuring and related charges.

Increase of ~~$23~~$17 million of net losses from our deferred compensation plans.

Increase of $15 million from fiscal 2019 acquisitions not owned by Tyson in the second quarter of fiscal 2019.

Increase of $10 million from donations.

Six months – Fiscal 2020 vs Fiscal 2019

Increase of $29 million in selling, general and administrative was primarily driven by:

Increase of ~~$62 million related to the AdvancePierre acquisition, which included $34 million in incremental amortization and $28~~$45 million from fiscal 2019 acquisitions not owned by Tyson for all of the ~~inclusion~~first six months of ~~AdvancePierre results post-acquisition.~~fiscal 2019.

Increase of ~~$19~~$30 million ~~from~~due to restructuring and related charges.

~~Decrease~~Increase of ~~$25~~$18 million ~~in employee costs including payroll and stock-based and incentive-based compensation, which also included a reduction~~from technology related costs.

Increase of ~~$15~~$12 million ~~compensation and benefit integration expense incurred in fiscal 2017 that did not recur in 2018.~~from donations.

Decrease of ~~$19~~$50 million in ~~marketing, advertising,~~professional fees and ~~promotion expenses.~~merger and integration costs.

Decrease of ~~$10~~$27 million in ~~non-restructuring severance related expenses.~~incentive-based compensation.

~~Remainder of net change was primarily related to professional fees.~~

Interest Expense


in millions	Three Months Ended					Three Months Ended						Six Months Ended
	December 30, 2017			December 31, 2016		March 28, 2020			March 30, 2019			March 28, 2020			March 30, 2019
Cash interest expense	$	89		$	58	$	122		$	123		$	245		$	225
Non-cash interest expense	(1		)	—		(3		)	(4		)	(6		)	(7		)
Total interest expense	$	88		$	58	$	119		$	119		$	239		$	218

~~First~~Second quarter –and six months– Fiscal ~~2018~~2020 vs Fiscal ~~2017~~2019

Cash interest expense primarily included interest expense related to our senior notes ~~term loans~~ and commercial paper, ~~and commitment/letter of credit~~in addition to commitment fees incurred on our revolving credit facility. The increase in cash interest expense in fiscal ~~2018~~2020 was primarily due to debt issued in connection with ~~the AdvancePierre acquisition.~~business acquisitions and higher interest rates.

Other (Income) Expense, net


in millions	Three Months Ended					Three Months Ended						Six Months Ended
	December 30, 2017			December 31, 2016		March 28, 2020			March 30, 2019			March 28, 2020			March 30, 2019
Total other (income) expense, net	$	(1	)	$	14	$	(106	)	$	(7	)	$	(122	)	$	(10	)

~~First quarter~~Six months – Fiscal ~~2018~~2020

Included $3$110 million of gains related to pension plan terminations.

Six months – Fiscal 2019

Included $16 million of insurance proceeds and other income and $11 million of equity earnings in joint ventures, ~~and $3 million in net foreign currency exchange losses, which were recorded in the Consolidated Condensed Statements of Income in Other, net.~~

~~First quarter – Fiscal 2017~~

~~Included $16~~partially offset by $19 million of ~~legal~~net periodic pension and postretirement benefit cost primarily related to a 1995 plant closure of an apparel manufacturing facility operated by a former subsidiary of The Hillshire Brands Company, which was acquired by us in fiscal 2014. Also, included $1 million in net foreign currency exchange losses and $3 million of income from equity earnings in joint ventures.pension plan settlement.

Effective Tax Rate

Three Months Ended
December 30, 2017 December 31, 2016
(93.8 )% 34.9 %



Three Months Ended				Six Months Ended
March 28, 2020		March 30, 2019		March 28, 2020		March 30, 2019
25.3	%	18.5	%	23.7	%	20.9	%

Our effective income tax rate was ~~(93.8)%~~25.3% for the ~~first~~second quarter of ~~2018~~fiscal 2020 compared to ~~34.9%~~18.5% for the same period of fiscal ~~2017.~~2019, and the effective income tax rates for the first six months of fiscal 2020 and 2019 were 23.7% and 20.9%, respectively. The effective tax ~~rate~~rates for the second quarter and first ~~quarter~~six months of ~~2018 reflects impacts~~fiscal 2020 and 2019 include the impact of the Tax Cuts and Jobs Act signed into law on December 22, 2017. These impacts include a $994 million benefit related to the remeasurement of deferred taxes, as well as a 24.5% statutory federal income tax rate for fiscal 2018 compared to the 35% statutory federal income tax rate effective for the prior year.state taxes. Additionally, the effective tax ~~rate~~rates for the second quarter and first ~~quarter 2018 includes 2.3%~~six months of fiscal 2019 include a deferred tax benefit ~~related to excess~~resulting from final transition tax ~~benefits associated with share-based payments to employees; similar tax benefits were recorded as adjustments to equity in years prior to our adoption of new accounting guidance~~regulations released in the ~~first~~second quarter of fiscal ~~2018.~~

~~We currently expect an annual effective tax rate~~2019 and a benefit due to expirations of ~~approximately (4)% in fiscal 2018 and 25% in 2019. For further description refer to Part I, Item 1, Notes to the Consolidated Condensed Financial Statements, Note 9: Income Taxes.~~statutes of limitations.

Segment Results

We operate in four segments: Beef, Pork, Chicken, and Prepared Foods. The following table is a summary of sales and operating income (loss), which is how we measure segment profit.


in millions	Sales						Sales
	Three Months Ended						Three Months Ended						Six Months Ended
	December 30, 2017			December 31, 2016			March 28, 2020			March 30, 2019			March 28, 2020			March 30, 2019
Beef	$	3,886		$	3,528		$	3,979		$	3,884		$	7,817		$	7,810
Pork	1,283			1,252			1,266			1,172			2,645			2,351
Chicken	2,997			2,706			3,397			3,407			6,689			6,522
Prepared Foods	2,292			1,895			2,080			2,027			4,220			4,176
Other	88			90
International/Other							465			277			963			420
Intersegment sales	(317		)	(289		)	(299		)	(324		)	(631		)	(643		)
Total	$	10,229		$	9,182		$	10,888		$	10,443		$	21,703		$	20,636


in millions	Operating Income (Loss)						Operating Income (Loss)
	Three Months Ended						Three Months Ended					Six Months Ended
	December 30, 2017			December 31, 2016			March 28, 2020		March 30, 2019			March 28, 2020		March 30, 2019
Beef	$	256		$	299		$	109	$	156		$	519	$	461
Pork	151			247			93		100			284		195
Chicken	272			263			99		141			156		301
Prepared Foods	261			190			191		245			349		510
Other	(13		)	(17		)
International/Other							9		(7		)	19		(25		)
Total	$	927		$	982		$	501	$	635		$	1,327	$	1,442

Beef Segment Results


in millions	Three Months Ended									Three Months Ended									Six Months Ended
	December 30, 2017			December 31, 2016			Change			March 28, 2020			March 30, 2019			Change			March 28, 2020			March 30, 2019			Change
Sales	$	3,886		$	3,528		$	358		$	3,979		$	3,884		$	95		$	7,817		$	7,810		$	7
Sales volume change							4.5		%							2.7		%							(2.8		)%
Average sales price change							5.4		%							(0.3		)%							2.9		%
Operating income	$	256		$	299		$	(43	)	$	109		$	156		$	(47	)	$	519		$	461		$	58
Operating margin	6.6		%	8.5		%				2.7		%	4.0		%				6.6		%	5.9		%

~~First~~Second quarter and six months – Fiscal ~~2018~~2020 vs Fiscal ~~2017~~2019

~~Sales Volume~~ ~~– Sales volume increased due to improved availability of cattle supply, stronger demand for our beef products and 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 remained strong, although below prior year's record results, as we continued to maximize our revenues relative to the higher live fed cattle costs, partially offset by increased labor and freight costs.


•	Sales Volume – Sales volume increased in the second quarter of fiscal 2020 due to stronger demand for our beef products but decreased for the first six months of fiscal 2020 due to a reduction in live cattle harvest capacity as a result of a fire that caused the temporary closure of a production facility for the majority of the first quarter of fiscal 2020.


•	Average Sales Price – Average sales price was relatively flat in the second quarter of fiscal 2020 and increased in the first six months of fiscal 2020 as beef demand remained strong.

•

Operating Income – Operating income in the second quarter of fiscal 2020 decreased as the result of volatile market conditions, increased operating costs and approximately $55 million of derivative losses. Operating income in the first six months of fiscal 2020 increased as we continued to maximize our revenues relative to live fed cattle costs, partially offset by increased operating costs, derivative losses and $16 million of net incremental costs from a production facility fire.

Pork Segment Results


in millions	Three Months Ended									Three Months Ended									Six Months Ended
	December 30, 2017			December 31, 2016			Change			March 28, 2020			March 30, 2019			Change			March 28, 2020			March 30, 2019			Change
Sales	$	1,283		$	1,252		$	31		$	1,266		$	1,172		$	94		$	2,645		$	2,351		$	294
Sales volume change							(2.6		)%							2.0		%							4.6		%
Average sales price change							5.2		%							6.0		%							7.9		%
Operating income	$	151		$	247		$	(96	)	$	93		$	100		$	(7	)	$	284		$	195		$	89
Operating margin	11.8		%	19.7		%				7.3		%	8.5		%				10.7		%	8.3		%

~~First~~Second quarter and six months – Fiscal ~~2018~~2020 vs Fiscal ~~2017~~2019

~~Sales Volume~~ ~~– Sales volume decreased as a result of balancing our supply with customer demand during a period of margin compression.~~

~~Average Sales Price~~ ~~– Average sales price increased due to price increases associated with higher livestock costs.~~

~~Operating Income~~ – We were able to maintain strong operating margins, although below prior year's record results, by maximizing our revenues relative to the live hog markets due to operational and mix performance, which were partially offset by margin compression and higher labor and freight costs.


•	Sales Volume – Sales volume increased in the second quarter and first six months of fiscal 2020 due to increased domestic availability of live hogs and strong demand for our pork products, especially in the consumer products and export sales channels during the second quarter.


•	Average Sales Price – Average sales price increased in the second quarter and first six months of fiscal 2020 associated with higher livestock costs and stronger export markets.


•	Operating Income – Operating income was relatively flat in the second quarter of fiscal 2020 and increased in the first six months of 2020 as we maximized our revenues relative to the live hog markets, partially attributable to favorable export markets and improved operational performance, which were slightly offset by higher operating costs.

Chicken Segment Results


in millions	Three Months Ended									Three Months Ended										Six Months Ended
	December 30, 2017			December 31, 2016			Change			March 28, 2020				March 30, 2019			Change			March 28, 2020			March 30, 2019			Change
Sales	$	2,997		$	2,706		$	291		$	3,397		��	$	3,407		$	(10	)	$	6,689		$	6,522		$	167
Sales volume change							7.3		%								(1.5		)%							1.4		%
Average sales price change							3.2		%								1.2		%							1.2		%
Operating income	$	272		$	263		$	9		$	99			$	141		$	(42	)	$	156		$	301		$	(145	)
Operating margin	9.1		%	9.7		%				2.9		%		4.1		%				2.3		%	4.6		%

~~First~~

Second quarter and six months – Fiscal ~~2018~~2020 vs Fiscal ~~2017~~2019

~~Sales Volume~~ ~~– Sales volume was up due to strong 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 benefited from $14 million of Financial Fitness Program cost savings, the positive incremental impact of AdvancePierre and slightly lower feed costs, partially offset by increased labor, freight and growout expenses.


•	Sales Volume – Sales volume decreased in the second quarter of fiscal 2020 due to lower volume from our rendering and blending business. Sales volume increased in the first six months of fiscal 2020 primarily due to incremental volume from a business acquisition in the first quarter of fiscal 2019, partially offset by lower volume from our rendering and blending business.


•	Average Sales Price – Average sales price increased in the second quarter and first six months of fiscal 2020 due to lower rendering and blending sales, which carry a lower average sales price, largely offset by broadly weaker chicken pricing as a result of market conditions.


•	Operating Income – Operating income decreased in the second quarter and first six months of fiscal 2020 primarily from challenging pricing conditions and an approximately $40 million increase in net feed ingredient costs and derivative losses in addition to $21 million in restructuring costs incurred in the first six months of fiscal 2020.

Prepared Foods Segment Results


in millions	Three Months Ended									Three Months Ended									Six Months Ended
	December 30, 2017			December 31, 2016			Change			March 28, 2020			March 30, 2019			Change			March 28, 2020			March 30, 2019			Change
Sales	$	2,292		$	1,895		$	397		$	2,080		$	2,027		$	53		$	4,220		$	4,176		$	44
Sales volume change							11.6		%							(0.1		)%							(1.6		)%
Average sales price change							8.4		%							2.7		%							2.7		%
Operating income	$	261		$	190		$	71		$	191		$	245		$	(54	)	$	349		$	510		$	(161	)
Operating margin	11.4		%	10.0		%				9.2		%	12.1		%				8.3		%	12.2		%

~~First~~Second quarter and six months – Fiscal ~~2018~~2020 vs Fiscal ~~2017~~2019


•	Sales Volume – Sales volume was flat for the second quarter but decreased for the first six months of fiscal 2020 as growth in volume across the consumer products channel was offset by a reduction in the foodservice channel and other intrasegment sales channel shifts.


•	Average Sales Price – Average sales price increased in the second quarter and first six months of fiscal 2020 due to favorable product mix and the pass through of increased raw material costs.


•	Operating Income – Operating income decreased primarily due to increased operating costs, including $65 million and $125 million increases in net raw material costs and derivative losses in the second quarter and first six months of fiscal 2020, respectively. Additionally, operating income was impacted by $22 million restructuring costs incurred in the first six months of fiscal 2020.

~~Sales Volume~~ ~~– Sales volume increased primarily from incremental volumes from the AdvancePierre acquisition.~~

~~Average Sales Price~~ ~~– Average sales price increased from higher input costs of $45 million and product mix which was positively impacted by the acquisition of AdvancePierre.~~

~~Operating Income~~ – Operating income increased due to $24 million of Financial Fitness Program cost savings, improved mix and the positive incremental impact of AdvancePierre, partially offset by higher input and freight costs.

International/Other Results


in millions	Three Months Ended									Three Months Ended							Six Months Ended
	December 30, 2017			December 31, 2016			Change			March 28, 2020		March 30, 2019			Change		March 28, 2020		March 30, 2019			Change
Sales	$	88		$	90		$	(2	)	$	465	$	277		$	188	$	963	$	420		$	543
Operating loss	$	(13	)	$	(17	)	$	4
Operating income/(loss)										$	9	$	(7	)	$	16	$	19	$	(25	)	$	44

~~First~~Second quarter and six months – Fiscal ~~2018~~2020 vs Fiscal ~~2017~~2019


•	Sales – Sales increased in the second quarter and first six months of fiscal 2020 primarily from the incremental sales from the acquisition of our Thai and European operations as well as strong demand in our China operations. Sales also increased in the first six months of fiscal 2020 from the incremental sales from the acquisition of Keystone Foods.


•	Operating Income/(Loss) – Operating income increased in the second quarter and first six months of fiscal 2020 primarily from better performance in our China operations and inclusion of results from the Keystone Foods and Thai and European operations acquisitions.

~~Sales~~ ~~– Sales decreased in the first quarter of fiscal 2018 due to a decline in sales volume in our foreign chicken production operations.~~

~~Operating Loss~~ ~~– Operating loss improved in the first quarter of fiscal 2018 primarily from lower third-party merger and integration costs.~~

LIQUIDITY AND CAPITAL RESOURCES

Our cash needs for working capital, capital expenditures, growth opportunities, ~~the~~ repurchases of senior notes, repayment of ~~term loans~~maturing debt, the payment of dividends and share repurchases are expected to be met with current cash on hand, cash flows provided by operating activities or short-term borrowings. Based on our current expectations, we believe our liquidity and capital resources will be sufficient to operate our business. However, we may take advantage of opportunities to generate additional liquidity or refinance existing debt through capital market transactions. The amount, nature and timing of any capital market transactions will depend on our operating performance and other circumstances; our then-current commitments and obligations; the amount, nature and timing of our capital requirements; any limitations imposed by our current credit arrangements; and overall market conditions. In addition, we will continue to monitor the impact of COVID-19 on our liquidity and, if necessary, take action to preserve liquidity and ensure that our business can operate during these uncertain times. This may include temporarily suspending share repurchases, suspending or reducing dividend payments or other cash preservation actions as necessary.

Cash Flows from Operating Activities

in millions Three Months Ended
December 30, 2017 December 31, 2016
Net income $ 1,632
$ 594
Non-cash items in net income:
Depreciation and amortization 229
177
Deferred income taxes (967 ) (4 )
Other, net 29
7
Net changes in operating assets and liabilities 203
360
Net cash provided by operating activities $ 1,126
$ 1,134

~~Deferred income taxes for the three months ended December 30, 2017, included a $994 million benefit related to remeasurement of net deferred income tax liabilities at newly enacted tax rates.~~



in millions	Six Months Ended
	March 28, 2020			March 30, 2019
Net income	$	928		$	982
Non-cash items in net income:
Depreciation and amortization	581			523
Deferred income taxes	46			4
Other, net	(35		)	69
Net changes in operating assets and liabilities	(260		)	(639		)
Net cash provided by operating activities	$	1,260		$	939

Cash flows associated with net changes in operating assets and liabilities for the ~~three~~six months ended:


•	March 28, 2020 – Decreased primarily from decreased accounts payable and increased accounts receivable. The changes in these balances are largely due to timing of payments and sales.

~~December~~March 30, ~~2017~~2019 – ~~Increased~~Decreased primarily due to increased inventory and decreased accounts ~~receivable~~payable and ~~increased~~ income ~~tax payable balances, partially offset by decreased accrued employee costs.~~taxes payable. The ~~changes~~increase in ~~these balances are largely~~inventory is primarily due to ~~the~~planned inventory builds. The decrease in accounts payable is primarily due to timing of sales and payments.

December 31, 2016 – Increased primarily due to decreased accounts receivable and income tax receivable balances and increased accounts payable and income taxes payable balances, partially offset by decreased accrued employee costs. The decreased accounts receivable, income tax receivable and accrued employee costs, as well as the increased accounts payable and income taxes payable balances are largely due to the timing of sales and payments.

Incremental tax reform cash flow in fiscal 2018 is expected to exceed $300 million which we intend to invest in our frontline team members and to sustainably grow our businesses. As part of this, we expect to pay more than $100 million in one-time cash bonuses to our eligible frontline employees in the second quarter of fiscal 2018 using incremental cash generated from tax reform.

Cash Flows from Investing Activities


in millions	Three Months Ended						Six Months Ended
	December 30, 2017			December 31, 2016			March 28, 2020			March 30, 2019
Additions to property, plant and equipment	$	(296	)	$	(200	)	$	(624	)	$	(656	)
(Purchases of)/Proceeds from marketable securities, net	(3		)	(2		)
Acquisition, net of cash acquired	(226		)	—
Purchases of marketable securities, net							(17		)	(1		)
Acquisitions, net of cash acquired							—			(2,141		)
Proceeds from sale of business	125			—			29			—
Acquisition of equity investments							(184		)	—
Other, net	(22		)	(12		)	(81		)	32
Net cash used for investing activities	$	(422	)	$	(214	)	$	(877	)	$	(2,766	)

Additions to property, plant and equipment included spending for production growth, safety and animal well-being, in addition to acquiring new equipment, infrastructure replacements and upgrades to maintain competitive standing and position us for future opportunities. We expect capital spending for fiscal ~~2018~~2020 to approximate ~~$1.4 to $1.5 billion, which includes $100 million incremental tax reform investment.~~$1.2 billion.

~~Acquisition,~~Acquisitions, net of cash acquired, related to ~~acquiring a valued-added protein business~~the acquisition of Keystone Foods in the first quarter of fiscal ~~2018.~~2019. For further description refer to Part I, Item 1,I, Notes to the Consolidated Condensed Financial Statements, Note 2: ~~Acquisitions and Dispositions.~~Acquisitions.

~~Proceeds from sale~~Acquisition of ~~business related~~equity investments relates to the ~~proceeds received from sale~~purchase of ~~our Kettle business~~a 40% interest in a vertically integrated Brazilian poultry producer and a 50% interest in a joint venture serving the worldwide fats and oils market.

Other, net for the first ~~quarter~~six months of fiscal ~~2018. For further description refer to Part I, Item 1, Notes to the Consolidated Condensed Financial Statements, Note 2: Acquisitions and Dispositions.~~2020 primarily included deposits for capital expenditures.

Cash Flows from Financing Activities



in millions	Six Months Ended
	March 28, 2020			March 30, 2019
Proceeds from issuance of debt	$	68		$	4,600
Payments on debt	(62		)	(1,849		)
Borrowings on revolving credit facility	1,210			335
Payments on revolving credit facility	(1,080		)	(335		)
Proceeds from issuance of commercial paper	12,886			10,145
Repayments of commercial paper	(12,885		)	(10,567		)
Purchases of Tyson Class A common stock	(196		)	(146		)
Dividends	(301		)	(269		)
Stock options exercised	28			24
Other, net	(7		)	(26		)
Net cash provided by (used for) financing activities	$	(339	)	$	1,912

in millions Three Months Ended
December 30, 2017 December 31, 2016
Payments on debt $ (429 ) $ (20 )
Borrowings on revolving credit facility 655
435
Payments on revolving credit facility (650 ) (735 )
Proceeds from issuance of commercial paper 5,728
—
Repayments of commercial paper (5,824 ) —
Purchases of Tyson Class A common stock (164 ) (576 )
Dividends (108 ) (79 )
Stock options exercised 63
6
Other, net —
12
Net cash used for financing activities $ (729 ) $ (957 )

During the ~~three~~first six months of fiscal ~~2018,~~2019, proceeds of $4,600 million from issuance of debt included $1,800 million proceeds from the issuance of a 364-day term loan for the initial financing of the Keystone Foods acquisition and subsequent issuance of $2,800 million senior unsecured notes which were primarily used to extinguish our 364-day term loan and to repay commercial paper obligations used to fund the Keystone Foods acquisition as well as to fund all or a portion of the purchase price for the pending acquisition of the BRF Thai and European operations.

During the first six months of fiscal 2019, we extinguished the ~~$427~~$1,800 million outstanding balance of ~~the Term Loan Tranche B due in August 2019~~our 364-day term loan using ~~cash on hand and~~ proceeds received from the ~~sale~~issuance of debt and cash on hand.

On March 27, 2020, we executed a ~~non-protein business.~~

~~During the three months of fiscal 2017, we had net payments on~~new $1.5 billion term loan facility to repay our ~~revolver of $300 million. We utilized~~commercial paper, repay outstanding balances under our revolving credit facility and for general ~~corporate~~liquidity purposes. On April 1, 2020, we borrowed the full $1.5 billion available under the term loan facility and used it to repay the $1.0 billion of outstanding commercial paper obligations and to repay the $200 million outstanding balance under the revolving credit facility.

During the ~~three~~first six months of fiscal ~~2018,~~2020, the net impact from our commercial paper activity was not significant. During the first six months of fiscal 2019, we had net repayments of ~~$96~~$422 million ~~in unsecured short-term promissory notes (commercial paper)~~ pursuant to our commercial paper program.

Purchases of Tyson Class A stock included:

$~~120~~150 million and ~~$550~~$100 million of shares repurchased pursuant to our share repurchase program during the ~~three~~six months ended ~~December~~March 28, 2020, and March 30, ~~2017, and December 31, 2016,~~2019, respectively.

$~~44 million and $26~~46 million of shares repurchased to fund certain obligations under our equity compensation programs during the ~~three~~six months ended ~~December~~March 28, 2020, and March 30, ~~2017, and December 31, 2016, respectively.~~

We currently do not plan to repurchase shares other than to offset dilution from our equity compensation programs. We will consider additional share repurchases when our net debt to EBITDA ratio is around 2x, which we currently anticipate will occur in the third quarter of fiscal 2018.2019.

Dividends paid during the ~~three~~six months ~~of fiscal 2018 included~~ended March 28, 2020 reflected a ~~33%~~12% increase to our fiscal ~~2017~~2019 quarterly dividend rate.

Liquidity


in millions
	Commitments Expiration Date	Facility Amount		Outstanding Letters of Credit (no draw downs)		Amount Borrowed		Amount Available at December 30, 2017			Commitments Expiration Date	Facility Amount	Outstanding Letters of Credit (no draw downs)		Amount Borrowed		Amount Available at March 28, 2020
Cash and cash equivalents								$	293								$	437
Short-term investments								2									2
Term loan facility											March 2022	1,500	$	—	$	—	1,500
Revolving credit facility	May 2022	$	1,500	$	7	$	5	1,488			March 2023	1,750	$	—	$	200	1,550
Commercial paper								(682		)							(1,000		)
Total liquidity								$	1,101								$	2,489

Liquidity includes cash and cash equivalents, short-term investments, and availability under our revolving credit ~~facility,~~and term loan facilities, less outstanding commercial paper balance.

At ~~December 30, 2017,~~March 28, 2020, we had current debt of ~~$811~~$1,142 million, which we intend to refinance or repay with cash generated from our operating activities and other existing or new liquidity sources.

On April 1, we borrowed the full $1.5 billion available under the term loan facility and used the proceeds to repay $1.0 billion of outstanding commercial paper obligations and to repay the $200 million outstanding balance under the revolving credit facility.

The revolving credit facility supports our short-term funding needs and ~~letters of credit and~~ also serves to backstop our commercial paper program. ~~The letters of credit issued under this facility are primarily in support of leasing and workers’ compensation insurance programs and other legal obligations.~~ Our maximum borrowing under the revolving credit facility during the three months ~~of fiscal 2018~~ended March 28, 2020, was ~~$150~~$390 million.

We expect net interest expense to approximate ~~$335~~$475 million for fiscal ~~2018.~~2020.

Our current ratio was 1.61 to 1 and 1.30 to 1 at March 28, 2020 and September 28, 2019, respectively. The increase in fiscal 2020 was primarily due to reduced current debt from refinancing the commercial paper obligations.

At ~~December 30, 2017,~~March 28, 2020, approximately ~~$272~~$410 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. 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. ~~Historically our intention has been~~We intend to ~~permanently~~repatriate excess cash (net of applicable withholding taxes) not subject to regulatory requirements and to indefinitely reinvest outside of the United States the remainder of cash held by foreign ~~subsidiaries, or to repatriate the cash only when it is tax efficient to do so.~~subsidiaries. We

~~are currently considering repatriating a portion of these funds; however, we~~ do not expect the regulatory restrictions or taxes on repatriation to have a material effect on our overall liquidity, financial condition or the results of operations for the foreseeable future.

~~Our current ratio was 1.51 to 1 and 1.55 to 1 at December 30, 2017, and September 30, 2017, respectively.~~

Capital Resources

Credit ~~Facility~~and Term Loan Facilities

Cash flows from operating activities and 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 ~~$1.5~~$1.75 billion, to provide additional liquidity for working capital needs ~~letters of credit,~~ and to backstop our commercial paper program. Additionally, at March 28, 2020, we had a $1.5 billion committed term loan facility.

At ~~December 30, 2017,~~March 28, 2020, amounts available for borrowing under our revolving credit and term loan facilities totaled $3.05 billion, before deducting amounts to backstop our commercial paper program. On April 1, 2020, we ~~had $5 million~~borrowed the full $1.5 billion available under the term loan facility and used it to repay $1.0 billion of outstanding ~~borrowings~~commercial paper obligations and $7to repay the $200 million of outstanding ~~letters of~~balance under the revolving credit ~~issued under this facility, none of which were drawn upon, which left $1,488 million available for borrowing.~~facility. Our revolving credit facility is funded by a syndicate of 4139 banks, with commitments ranging from $0.3 million to ~~$106~~$123 million per bank. Our term loan facility is funded by a syndicate of 5 banks, with commitments ranging from $200 million to $350 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

Our 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.~~$1 billion. The maturities of the notes may vary, but may not exceed 397 days from the date of issuance. As of ~~December 30, 2017, $682 million~~March 28, 2020, $1 billion was outstanding under this program with maturities of less than 4515 days. On April 1, 2020, we repaid the outstanding balance of the commercial paper using proceeds from the term loan facility. Our ability to access commercial paper in the future may be limited or its costs increased, due to the current market environment which has been impacted in part by COVID-19.

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 ~~December 30, 2017,~~March 28, 2020, and September ~~30, 2017,~~28, 2019, the ratio of our net debt to EBITDA was ~~2.6x~~2.9x and ~~2.7x,~~2.9x, respectively. Refer to Part I, Item 3, EBITDA Reconciliations, for an explanation and reconciliation to comparable GAAP measures.

Credit Ratings

~~Term Loan: Tranche B due August 2020~~Revolving Credit Facility

Standard & Poor's Rating ~~Services,~~Services', a Standard & Poor's Financial Services LLC business ("S&P"), ~~credit~~applicable rating ~~for Tyson Foods, Inc.'s term loan~~ is ~~"BBB.~~"BBB+."

Moody’s Investor Service, Inc.'s ("Moody's") ~~credit~~applicable rating ~~for the term loan~~ is "Baa2." Fitch ~~Ratings,~~Ratings', a wholly owned subsidiary of Fimlac, S.A.

("Fitch"), ~~credit~~applicable rating ~~for the term loan is "BBB." The below table outlines the borrowing spread on the outstanding principal balance of our term loan that corresponds to the ratings levels from S&P, Moody's and Fitch.~~



~~Ratings Level (S&P/Moody's/Fitch)~~	~~Tranche B due August 2020 Borrowing Spread~~
~~BBB+/Baa1/BBB+ or higher~~	~~0.750~~	%
~~BBB/Baa2/BBB (current level)~~	~~0.800~~	%
~~BBB-/Baa3/BBB-~~	~~1.125~~	%
~~BB+/Ba1/BB+~~	~~1.375~~	%
~~BB/Ba2/BB or lower~~	~~1.375~~	%

~~Revolving Credit Facility~~

~~S&P’s corporate credit rating for Tyson Foods, Inc. is "BBB." Moody’s, senior unsecured, long-term debt rating for Tyson Foods, Inc. is "Baa2." 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~~("Facility Fee ~~Rate)~~Rate") and letter of credit fees ~~(Undrawn~~and borrowings ("Undrawn Letter of Credit Fee and Borrowing ~~Spread) depending on~~Spread") that corresponds to the ~~rating~~applicable ratings 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		Facility Fee Rate		All-in Borrowing Spread
A-/A3/A- or above	0.100	%	1.000	%	0.090	%	1.000	%
BBB+/Baa1/BBB+	0.125	%	1.125	%	0.100	%	1.125	%
BBB/Baa2/BBB (current level)	0.150	%	1.250	%	0.125	%	1.250	%
BBB-/Baa3/BBB-	0.200	%	1.500	%	0.175	%	1.375	%
BB+/Ba1/BB+ or lower	0.250	%	1.750	%	0.225	%	1.625	%

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

We were in compliance with all debt covenants at ~~December 30, 2017.~~March 28, 2020 and we project that we will maintain compliance for the foreseeable future.

RECENTLY ISSUED/ADOPTED ACCOUNTING PRONOUNCEMENTS

Refer to the discussion of recently issued/adopted accounting pronouncements under Part I, Item 1, Notes to Consolidated Condensed Financial Statements, Note 1: Accounting Policies.

CRITICAL ACCOUNTING ESTIMATES

We consider accounting policies related to: contingent liabilities; ~~marketing, advertising and promotion costs;~~revenue recognition; accrued self-insurance; defined benefit pension plans; impairment of long-lived assets and definite life intangibles; impairment of goodwill and indefinite life intangible assets; business combinations; and income taxes to be critical accounting estimates. These policies are summarized in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended September ~~30, 2017.~~28, 2019. Refer to Part I, Item 1, Notes to Consolidated Condensed Financial Statements, Note 1: Accounting Policies, for updates to our significant accounting policies during the six months ended March 28, 2020. These critical accounting policies require us to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. We have considered the impact of the global COVID-19 pandemic on our consolidated condensed financial statements. Although COVID-19 has not significantly impacted our consolidated condensed financial statements as of March 28, 2020 and for the three and six month periods then ended, it may have future impacts especially if the severity worsens or duration lengthens. These impacts could include risks and uncertainty related to worker availability, our ability to operate production facilities, demand-driven production facility closures, shifts in demand between sales channels and market volatility in our supply chain. Consequently, this may subject us to future risk of material goodwill, intangible and long-lived asset impairments, increased reserves for uncollectible accounts, and adjustments for inventory and market volatility for items subject to fair value measurements such as derivatives and investments.

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 ~~2018,~~2020, 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) 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; (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; (iii) outbreak of a livestock disease (such as African swine fever (ASF), avian influenza (AI) or bovine spongiform encephalopathy (BSE)), which could have an adverse effect on livestock we own, the availability of livestock we purchase, consumer perception of certain protein products or our ability to access certain domestic and foreign markets; (iv) the ~~integration of AdvancePierre Foods Holdings, Inc.; (v) the~~ effectiveness of our financial fitness program; ~~(vi)~~(v) the implementation of an enterprise resource planning system; ~~(vii)~~(vi) access to foreign markets together with foreign economic conditions, including currency fluctuations, import/export restrictions and foreign politics; ~~(viii)~~(vii) changes in availability and relative costs of labor and contract ~~growers~~farmers and our ability to maintain good relationships with employees, labor unions, contract ~~growers~~farmers and independent producers providing us livestock; ~~(ix)~~(viii) issues related to food safety, including costs resulting from product recalls, regulatory compliance and any related claims or litigation; ~~(x)~~(ix) changes in consumer preference and diets and our ability to identify and react to consumer trends; ~~(xi)~~

(x) effectiveness of advertising and marketing programs; ~~(xii)~~(xi) our ability to leverage brand value propositions; ~~(xiii)~~(xii) risks associated with leverage, including cost increases due to rising interest rates or changes in debt ratings or outlook; ~~(xiv)~~(xiii) impairment in the carrying value of our goodwill or indefinite life intangible assets; ~~(xv)~~(xiv) 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)~~(xv) adverse results from litigation; ~~(xvii)~~(xvi) cyber incidents, security breaches or other disruptions of our information technology systems; ~~(xviii)~~(xvii) our ability to make effective acquisitions or joint ventures and successfully integrate newly acquired businesses into existing operations; ~~(xix)~~(xiii) risks associated with our commodity purchasing activities; ~~(xx)~~(xix) the effect of, or changes in, general economic conditions; ~~(xxi)~~(xx) significant marketing plan changes by large customers or loss of one or more large customers; ~~(xxii)~~(xxi) impacts on our operations caused by factors and forces beyond our control, such as natural disasters, fire, bioterrorism, pandemics or extreme weather; ~~(xxiii)~~(xxii) failure to maximize or assert our intellectual property rights; ~~(xxiv)~~(xxiii) our participation in a multiemployer pension ~~plan; (xxv)~~plans; (xxiv) the Tyson Limited Partnership’s ability to exercise significant control over the Company; ~~(xxvi)~~(xxv) effects related to changes in tax rates, valuation of deferred tax assets and liabilities, or tax laws and their interpretation; ~~(xxvii)~~(xxvi) volatility in capital markets or interest rates; (xxvii) risks associated with our failure to integrate Keystone Foods’ operations or to realize the targeted cost savings, revenues and other benefits of the acquisition; (xxviii) pandemics or disease outbreaks, such as the global novel coronavirus (COVID-19), may disrupt consumption and trade patterns, supply chains, and production processes, which could materially affect our operations and results of operations; (xxix) the outbreak of the COVID-19 global pandemic and associated responses has had, and is expected to continue to have, an adverse impact on our business and operations; and (xxx) those factors listed under Item 1A. “Risk Factors” in this report and Part I, Item 1A. “Risk Factors” included in our Annual Report filed on Form 10-K for the year ended September ~~30, 2017.~~28, 2019, and our Current Report on Form 8-K filed March 13, 2020.


Item 3.	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~~forwards 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. We generally do not hedge anticipated transactions beyond 18 months. The following table presents a sensitivity analysis resulting from a hypothetical change of 10% in market prices as of ~~December 30, 2017,~~March 28, 2020, and September ~~30, 2017,~~28, 2019, 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~~forward and option prices. The market risk exposure analysis included both derivatives designated as hedge instruments and ~~non-hedge derivative financial~~derivatives not designated as hedge instruments.


Effect of 10% change in fair value			in millions				in millions
	December 30, 2017		September 30, 2017		March 28, 2020		September 28, 2019
Livestock:
Live Cattle	$	29	$	23	$	15	$	19
Lean Hogs	17		16		4		17
Grain:
Corn	25		17		38		39
Soy Meal	13		13		35		31

Interest Rate Risk: At ~~December 30, 2017,~~March 28, 2020, we had variable rate debt of ~~$2,237~~$2,008 million with a weighted average interest rate of ~~2.0%~~2.1%. A hypothetical 10% increase in interest rates effective at ~~December 30, 2017,~~March 28, 2020, and September ~~30, 2017,~~28, 2019, would not have a ~~minimal~~significant effect on variable interest expense.

Additionally, changes in interest rates impact the fair value of our fixed-rate debt. At ~~December 30, 2017,~~March 28, 2020, we had fixed-rate debt of ~~$7,449~~$10,112 million with a weighted average interest rate of ~~4.1%~~4.4%. 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 ~~$153~~$94 million at ~~December 30, 2017,~~March 28, 2020, and ~~$150~~$184 million at September ~~30, 2017.~~28, 2019. The fair values of our debt were estimated based on quoted market prices and/or published interest rates.

We have $400 million total notional amount of interest rate swaps at March 28, 2020 as part of our risk management activities to hedge a portion of our exposure to changes in interest rates. A hypothetical 10% decrease in interest rates would have a minimal effect on interest expense.

We are subject to 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 in our Annual Report on Form 10-K for the year ended September ~~30, 2017,~~28, 2019, 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 Australian dollar, the Brazilian real, the British pound sterling, the Canadian dollar, the Chinese renminbi, the European euro, the ~~Japanese yen~~Malaysian ringgit, the Mexican peso, and the ~~Mexican peso.~~Thai baht. 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 December 30, 2017, and September 30, 2017,~~ related to the foreign exchange forward and option contracts would have had a $5$49 million and $7$15 million impact ~~respectively,~~ on pretax ~~income.~~income at March 28, 2020, and September 28, 2019 respectively.

Concentration of Credit Risk: Refer to our market risk disclosures set forth in our ~~2017~~2019 Annual Report filed on Form 10-K for the year ended September ~~30, 2017,~~28, 2019, for a detailed discussion of quantitative and qualitative disclosures about concentration of credit risks, as these risk disclosures have not changed significantly from the ~~2017~~2019 Annual Report.

EBITDA Reconciliations

A reconciliation of net income to EBITDA is as follows (in millions, except ratio data):


	Three Months Ended						Fiscal Year Ended			Twelve Months Ended			Six Months Ended						Fiscal Year Ended			Twelve Months Ended
	December 30, 2017			December 31, 2016			September 30, 2017			December 30, 2017			March 28, 2020			March 30, 2019			September 28, 2019			March 28, 2020

Net income	$	1,632		$	594		$	1,778		$	2,816		$	928		$	982		$	2,035		$	1,981
Less: Interest income	(2		)	(2		)	(7		)	(7		)	(6		)	(7		)	(11		)	(10		)
Add: Interest expense	88			58			279			309			239			218			462			483
Add: Income tax (benefit) expense	(790		)	318			850			(258		)
Add: Income tax expense													288			259			396			425
Add: Depreciation	175			156			642			661			438			386			819			871
Add: Amortization (a)	51			19			106			138			138			131			267			274
EBITDA	$	1,154		$	1,143		$	3,648		$	3,659		$	2,025		$	1,969		$	3,968		$	4,024


Total gross debt							$	10,203		$	9,686								$	11,932		$	12,120
Less: Cash and cash equivalents							(318		)	(293		)							(484		)	(437		)
Less: Short-term investments							(3		)	(2		)							(1		)	(2		)
Total net debt							$	9,882		$	9,391								$	11,447		$	11,681

Ratio Calculations:
Gross debt/EBITDA							2.8x			2.6x									3.0x			3.0x
Net debt/EBITDA							2.7x			2.6x									2.9x			2.9x

(a)

Excludes the amortization of debt issuance and debt discount expense of $3$5 million and $2$6 million for the ~~three~~six months ended ~~December~~March 28, 2020, and March 30, ~~2017, and December 31, 2016,~~2019, respectively, ~~$13~~$12 million for the fiscal year ended September ~~30, 2017,~~28, 2019, and ~~$14~~$11 million for the twelve months ended ~~December 30, 2017,~~March 28, 2020, as it is included in interest expense.

EBITDA represents net income, net of interest, income tax ~~and~~expense, 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.


Item 4.	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). Based on that evaluation, management, including the CEO and CFO, has concluded that, as of ~~December 30, 2017,~~March 28, 2020, our disclosure controls and procedures were effective.

~~On June 7, 2017,~~During fiscal 2019, we implemented the ~~Company completed~~primary phase of a new Enterprise Resource Planning system (“ERP”). The implementation will continue in additional phases over the ~~acquisition~~next year. We concluded, as part of ~~AdvancePierre. See Part I, Item 1, Notes to Consolidated Condensed Financial Statements, Note 2: Acquisitions and Dispositions, for a discussion~~our evaluation, that the implementation of the ~~acquisition and related financial data. The Company is in the process of integrating AdvancePierre and the Company’s~~ERP has not materially affected our internal ~~controls~~control over financial reporting. ~~As a result of these integration activities, certain controls will be evaluated and may be changed. Excluding~~

In the ~~AdvancePierre acquisition,~~second quarter ended March 28, 2020, there were 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.

PART II. OTHER INFORMATION


Item 1.	Legal Proceedings

Refer to the description of certain legal proceedings pending against us under Part I, Item 1, Notes to Consolidated Condensed Financial Statements, Note ~~17:~~18: 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 June 6, 2019, our poultry rendering facility in Hanceville, Alabama, acquired from American Proteins, Inc. in 2018, experienced a release of partially treated wastewater that reached a nearby river and resulted in a fish kill. We took remediation efforts following the release to mitigate impacts. The State of Alabama filed suit against Tyson Farms, Inc. on April 29, 2020 for the June 6, 2019 release, as well as a prior release. Related civil suits have also been filed, which include individual and collective claims for compensatory and punitive damages against us and other defendants for alleged contamination of the local water supply, property damage, diminution in property values, loss of recreational waterway use, lost non-profit revenue and business damages. Certain plaintiffs also allege that the facility’s historical and ongoing operations constitute a nuisance under Alabama law and are also seeking injunctive relief.

On November 30, 2018, we completed the acquisition of Keystone Foods from Marfrig. At the time of closing, Keystone Foods subsidiary McKey Korea, LLC (“McKey Korea”) and three of its managers were under criminal indictment and being prosecuted in the Seoul Central District Court for The Republic of Korea. That prosecution stems from alleged violations of the Livestock Products Sanitary Control Act with respect to the method of testing for Enterohemorrhagic E. Coli employed by McKey Korea for beef patties produced in 2016 and 2017 at McKey’s Sejong City facility. The indictment also includes charges alleging the unlawful refreezing of thawed product for storage. All defendants have pled not guilty and deny all allegations. The trial is expected to conclude in early 2020. McKey Korea faces a potential criminal fine of $100,000. We have certain indemnification rights against Marfrig related to this matter.

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 ~~Tyson~~us and certain of ~~its~~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,~~27, 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~~2017, and that motion ~~is pending.~~was denied.

On ~~April 23, 2015, the United States Environmental Protection Agency (EPA) issued a Finding and Notice of Violation (NOV) to Tyson Foods,~~December 19, 2019, Olean Wholesale Grocery Cooperative, Inc. and ~~our subsidiary, Southwest Products, LLC, alleging violations~~John Gross and Company, Inc., acting on behalf of themselves and a putative class of all persons and entities who purchased turkey directly from a defendant or alleged co-conspirator during 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 statusclass period of ~~independent carriers hired~~January 1, 2010 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~~1, 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~~class action against us, in the Circuit 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 streamturkey suppliers, and odor issues around the plant. In January 2015, a consent judgment was entered that resolved the lawsuit. The judgment required payment of $540,000, which included amounts for penalties, cost recovery and supplemental environmental projects. We subsequently satisfied all these requirements, and the consent judgment was terminatedAgri Stats, Inc. in January 2017. Following a criminal investigation by the EPA into the incident, one of the Company’s subsidiaries, Tyson Poultry, Inc., pled guilty to two misdemeanor violations of the federal Clean Water Act pursuant to a plea agreement conditionally approved on September 27, 2017 by the United States District Court for the ~~Western~~Northern District of ~~Missouri. Under~~Illinois. Plaintiffs allege, among other things, that the ~~terms~~defendants entered into an agreement to exchange competitively sensitive information regarding turkey supply, production and pricing plans, all with the intent to artificially inflate the price of turkey, in violation of the ~~plea agreement, Tyson Poultry, Inc. has agreed to pay a $2 million fine, to make a $500,000 community service payment~~Sherman Act. Plaintiffs are seeking treble damages, pre- and ~~to fund third-party environmental audits of numerous feed mills~~post-judgment interest, costs and ~~wastewater treatment plants. The court will determine whether to grant final approval~~attorneys’ fees on behalf of the ~~terms~~putative class. On April 13, 2020, Sandee's Catering filed a similar complaint in the United States District Court for the Northern District of Illinois on behalf of itself and a putative class of all commercial and institutional indirect purchasers of turkey that purchased directly from a defendant or alleged co-conspirator during the class period of January 1, 2010 to January 1, 2017, alleging claims based on the Sherman Act and various state law causes of action. The plaintiffs are seeking treble damages, pre- and post-judgment interest, costs, and attorneys' fees on behalf of the ~~plea agreement at a sentencing hearing scheduled for February 27, 2018.~~putative class.

On June 19, 2005, the Attorney General and the Secretary of the Environment of the State of Oklahoma filed a complaint in the 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~~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: As of September ~~30, 2017,~~28, 2019, we had approximately ~~122,000~~141,000 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.~~position.


Item 1A.	Risk Factors

~~There have been no material changes~~In addition to the risk factors listed in Part I, Item 1A. "Risk Factors” in our Annual Report on Form 10-K for the year ended September ~~30, 2017. These~~28, 2019, and our Current Report on Form 8-K filed March 13, 2020, we are subject to the following risk factor. This risk factor, in addition to the risk factors in our Annual Report on Form 10-K for the year ended September 28, 2019, and our Current Report on Form 8-K filed March 13, 2020, should be considered carefully with the information provided elsewhere in this report, which could materially adversely affect our business, financial condition or results of operations.

The outbreak of the COVID-19 global pandemic and associated responses has had, and is expected to continue to have, an adverse impact on our business and operations.

The COVID-19 pandemic has negatively affected many parts of our business and operations and has had a negative impact on economic activity globally. In response to the COVID-19 pandemic, various jurisdictions have attempted to implement or have implemented measures designed to contain the spread of the virus, including travel restrictions, stay-at-home or shelter-in-place orders and shutdowns of non-essential businesses. These actions and the broader economic impact of the COVID-19 pandemic could have an adverse effect on our business, results of operations and financial condition.

We have experienced closures of certain of our production facilities in connection with government mandated or recommended business shutdowns due to a number of factors including implementing additional safety measures, testing of our team members and high team member absenteeism, and we are operating on reduced hours or at reduced volumes at a number of our other facilities. While these closures or reductions have not yet had a material impact on our results of operations, additional or extended shutdowns or reduced operations at our facilities could have an adverse impact on our ability to operate our business and on our results of operations. This is due, in part, to an increase in operating costs in connection with our continuing to pay team members employed at non-operating facilities and higher costs associated with ensuring the continued health and safety of team members including by checking team members’ temperatures, providing additional personal protective equipment, deep cleaning facilities, and encouraging sick team members to stay home by providing enhanced employee benefits.

Workforce limitations and travel restrictions resulting from COVID-19 and related government actions have adversely impacted, and will likely continue to adversely impact, many aspects of our business. A number of our team members at several plant locations have tested positive for COVID-19. These team members and in some cases those working in close contact with diagnosed persons are required to be quarantined, which has led to a decrease in our available workforce in some locations. If a significant percentage of our workforce is unable to work, including because of illness or travel or government restrictions in connection with COVID-19, this could have an adverse effect on our operations and results of operations.

We are also experiencing disruption and volatility in our supply chain, which has resulted, and may continue to result, in increased costs for certain raw materials. The spread of COVID-19 has also disrupted and may continue to disrupt logistics necessary to import, export, and deliver products to us and our customers. Ports and other channels of entry have been closed or are operating at only a portion of capacity, as workers have been prohibited or otherwise unable to report to work, and means of transporting products within regions or countries may be limited for the same reason. We have recently experienced particular challenges in container port capacities in response to COVID-19. Other supply chain risks associated with the COVID-19 pandemic include but is not limited to shutdowns or reduced operations at our suppliers’ facilities, the continued inability of some of our contract producers to manage their livestock, supply chain disruptions for feed grains, changes in consumer orders due to shipping consumer patterns, changes in livestock and protein market prices, further increases in front-line employee compensation and additional disruptions in logistics or the distribution chain for our products. In addition, our operations, or those of independent contract poultry producers and producers who provide the live animals to our production operations, may become more limited in their ability to procure, deliver, or produce our food products because of transport restrictions related to quarantines or travel bans and the closure of certain of our production facilities.

We have recently experienced a significant shift in demand for our products from foodservice to retail channels, as schools and in-dining restaurants have closed across the United States and other countries. These shifts in demand and other impacts from COVID-19 have adversely impacted our business. We have and we expect to continue to experience temporary closures or reduction of certain of our production capacity that service the foodservice channel in connection with this change in demand. A prolonged shutdown of schools and in-dining restaurants could have an adverse effect on our business and results of operations. In addition, in the event of a protracted period of economic downturn, demand for our foodservice products may remain below expectations or decrease further, and demand for our retail consumption products may also decrease, which could have an adverse impact on our results of operations.

Governmental authorities at the federal, state and local levels may increase or impose new or stricter social distancing directives, stay-at-home restrictions, travel bans, quarantines, workforce and workplace restrictions or other measures related to COVID-19. Such actions could cause us to incur additional costs, including any incremental costs to comply with such measures, and may impact our ability to operate production facilities at full capacity which could have an adverse impact on our operations and results of operations.

We also face other risks associated with the COVID-19 pandemic, including, but not limited to:

continued commodity cost volatility, which may increase our costs and expenses;

additional increase in input cost may not be adequately captured through pricing;

an increase in consumer demand in our retail channel, such as grocery stores, club stores, and value stores, which has and may continue to strain our supply chain;

an increase in working capital needs and/or an increase in trade accounts receivable write-offs (and associated reserves) as a result of increased financial pressures on our suppliers or customers who are not able to pay in a timely manner or at all;

a decrease in demand resulting from restrictions on public gatherings and interactions that limit the opportunity for our customers and consumers to purchase and consume our products;

adverse changes to the global economy may subject us to risk of material intangible and long-lived asset impairments, adjustments for inventory and market volatility for items subject to fair value measurements such as derivatives and investments;

a need to preserve liquidity, which could result in a reduction or suspension of our quarterly dividend or delays in implementing or an inability to implement our strategic planning initiatives;

an inability to access our preferred sources of liquidity, including commercial paper and investment grade credit markets, which could negatively impact our liquidity and financial condition;

a credit rating downgrade of our corporate debt and an increase in the cost or the difficulty to obtain debt or equity financing, or to refinance our debt in the future, could affect our financial condition or our ability to fund operations or future investment opportunities;

an inability to effectively implement our marketing and advertising activities to reflect changing consumer shopping habits due to, among other things, reduced in-person shopping and travel restrictions;

a shift in consumer spending as a result of an economic downturn, which could result in consumers moving to private label or lower price products; and

a continued decrease in demand at restaurants or other away from home dining, which adversely affects our foodservice business.

To the extent the COVID-19 outbreak adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in the risk factors included in the Annual Report on Form 10-K for the fiscal year ended September 28, 2019 and in our other filings with the SEC. The severity and duration of the current COVID-19 pandemic and actions taken by governmental authorities and other third parties in response are unknown and are impossible to predict with certainty. Any of these disruptions could adversely impact our business and results of operations.


Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

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⁾

Oct 1, 2017 to Oct. 28, 2017 109,389
$ 70.63
—
27,821,995
Oct. 29, 2017 to Dec. 2, 2017 1,929,698
78.71
1,513,301
26,308,694
Dec. 3, 2017 to Dec. 30, 2017 47,104
82.43
—
26,308,694
Total 2,086,191
⁽²⁾
$ 78.37
1,513,301
⁽³⁾
26,308,694



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⁾
Dec. 29, 2019 to Jan. 25, 2020	103,590		$	90.91	—		19,539,848
Jan. 26, 2020 to Feb 29, 2020	459,812		76.99		413,819		19,126,029
Mar. 1, 2020 to Mar. 28, 2020	285,514		66.33		275,001		18,851,028
Total	848,916	⁽²⁾	$	75.10	688,820	⁽³⁾	18,851,028

(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, on January 30, 2014, our Board of Directors approved an increase of 25 million shares and on February 4, 2016, our Board of Directors approved an increase of 50 million shares, authorized for repurchase under our share repurchase program. The program has no fixed or scheduled termination date.

(2)

We purchased ~~572,890~~160,096 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 ~~242,358~~133,664 shares purchased in open market transactions and ~~330,532~~26,432 shares withheld to cover required tax withholdings on the vesting of restricted stock.


(3)	These shares were purchased during the period pursuant to our previously announced stock repurchase program.


Item 3.	Defaults Upon Senior Securities

None.


Item 4.	Mine Safety Disclosures

Not Applicable.


Item 5.	Other Information

~~None.~~Effective May 1, 2020, the Company’s board of directors appointed Stewart Glendinning, age 55, the Company’s current Executive Vice President and Chief Financial Officer, as Interim Chief Accounting Officer. Mr. Glendinning has served as the Company’s Executive Vice President since November 2017 and Executive Vice President and Chief Financial Officer since February 2018. Mr. Glendinning has no family relationships with any existing director or executive officer. Prior to joining the Company in November 2017, Mr. Glendinning served as President and Chief Executive Officer of the Molson Coors International business unit of Molson Coors Brewing Company since October 2016, and previously served as President and Chief Executive Officer of Molson Coors Canada from January 2013 to October 2016. There are no arrangements or understandings between Mr. Glendinning and any other persons pursuant to which he was selected as the Company’s Interim Chief Accounting Officer. There are no transactions involving the Company and Mr. Glendinning requiring disclosure pursuant to Item 404(a) of Regulation S-K. Compensation payable to Mr. Glendinning is described in the Company’s most recent Proxy Statement for its Annual Meeting of Shareholders filed with the SEC on December 20, 2019. No additional compensation is payable to Mr. Glendinning in connection with his appointment as Interim Chief Accounting Officer.


Item 6.	Exhibits

The following exhibits are filed with this report.



Exhibit No.		Exhibit Description

~~10.1~~3.1	*	~~Second~~Sixth Amended and Restated ~~Employment Agreement, dated November 9, 2017, by and between~~By-Laws of the Company ~~and John Tyson~~ (previously filed as Exhibit ~~10.76~~3.1 to the Company's ~~Annual~~Current Report on Form ~~10-K~~8-K, filed with the Securities and Exchange Commission on ~~November 13, 2017,~~February 12, 2020, Commission File No. 001-14704, and incorporated herein by reference).

10.1		Term Loan Agreement, dated as of March 27, 2020, among the Company, the lenders party thereto, and Morgan Stanley Senior Funding, Inc. as administrative agent (previously filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 1, 2020, Commission File No. 001-14704, and incorporated herein by reference).

10.2	*	~~Employment Agreement, dated December 11, 2017, by and between the Company and Stewart Glendinning.~~

~~10.3~~	*	~~Employment Agreement, dated December 11, 2017, by and between the Company and Amy Tu.~~

~~10.4~~	*	~~Employment Agreement, dated June 26, 2017, by and between the Company and Jay Scott Spradley.~~

~~10.5~~	*	~~Employment Agreement, dated May 1, 2017, by and between the Company and Justin Whitmore.~~

~~10.6~~	*	First Amendment to the ~~Tyson Foods, Inc. Supplemental Executive Retirement~~Amended and ~~Life Insurance Premium Plan, as amended and restated~~Restated Credit Agreement, dated as of ~~November 16, 2017.~~

~~10.7~~	*	~~First Amendment to~~January 24, 2020, among the ~~Executive Savings Plan of Tyson Foods Inc.,~~Company, the subsidiary borrowers party thereto, and lenders party thereto and JPMorgan Chase Bank, N.A. as ~~amended and restated~~the Administrative Agent (previously filed as ~~of November 16, 2017.~~

~~10.8~~	*	Form of Performance Shares Operating Income Stock Incentive Agreement pursuant to which performance shares are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 17, 2017.

~~10.9~~	*	Form of Performance Shares Total Shareholder Return Stock Incentive Agreement pursuant to which performance shares are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 17, 2017.

~~10.10~~	*	Form of Restricted Stock Subject to Performance Criteria Stock Incentive Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 17, 2017.

~~10.11~~	*	Form of Restricted Stock Incentive Agreement with contracted employees pursuant to which restricted stock awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 17, 2017.

~~10.12~~	*	Form of Restricted Stock Incentive Agreement with non-contracted employees pursuant to which restricted stock awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 17, 2017.

~~10.13~~	*	~~Form of Stock Options Incentive Agreement with contracted employees pursuant to which stock option awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 17, 2017.~~

~~10.14~~	*	Form of Stock Options Incentive Agreement with non-contracted employees pursuant to which stock option awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 17, 2017.

Exhibit 10.15	*	~~Tyson Foods Inc. Severance Pay Plan for Contracted Employees, as amended and restated effective December 1, 2017.~~

~~10.16~~	*	~~Second Amendment~~ to the Company's ~~Supplemental Executive Retirement~~Quarterly Report on Form 10-Q for the quarter ended December 28, 2019, Commission File No. 001-14704, and ~~Life Insurance Premium Plan as Amended and Restated as of February 7, 2018.~~

~~12.1~~		~~Ratio of Earnings to Fixed Charges~~incorporated herein by reference).

31.1		Certification of Chief Executive Officer pursuant to SEC Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to SEC Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101		The following ~~financial~~ information from our Quarterly Report on Form 10-Q for the quarter ended ~~December 30, 2017,~~March 28, 2020, formatted in ~~XBRL (eXtensible~~iXBRL (inline eXtensible Business Reporting Language): (i) Consolidated Condensed Statements of Income, (ii) Consolidated Condensed Statements of Comprehensive Income, (iii) Consolidated Condensed Balance Sheets, (iv) Consolidated Condensed Statements of Shareholders' Equity, (v) Consolidated Condensed Statements of Cash Flows, and ~~(v)~~(vi) the Notes to Consolidated Condensed Financial Statements.

104	*	~~Indicates a management contract or compensatory plan or arrangement.~~Cover Page Interactive Data File formatted in iXBRL.

SIGNATURES

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



	TYSON FOODS, INC.

~~Date: February 8, 2018~~		~~/s/ Dennis Leatherby~~
		~~Dennis Leatherby~~
		~~Executive Vice President and Chief Financial Officer~~

Date: ~~February 8, 2018~~May 4, 2020		/s/ ~~Curt T. Calaway~~Stewart Glendinning
		~~Curt T. Calaway~~Stewart Glendinning
		~~Senior~~Executive Vice President, ~~Controller~~Chief Financial Officer, and interim Chief Accounting Officer

4650



			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



in millions (unaudited)	Three Months Ended
	December 31, 2016
Pro forma sales	$	9,587
Pro forma net income attributable to Tyson	599
Pro forma net income per diluted share attributable to Tyson	$	1.61



					in millions
	Three Months Ended		Financial Fitness Program charges to date
	December 30, 2017		December 30, 2017		Total estimated Financial Fitness Program charges
Beef	$	1	$	9	$	13
Pork	1		4		6
Chicken	9		65		89
Prepared Foods	8		90		109
Other	—		1		1
Total restructuring and related charges, pretax	$	19	$	169	$	218



in millions
	Liability as of September 30, 2017		Restructuring charges		Payments		Other		Liability as of December 30, 2017
Severance and employee related costs	$	47	$	3	$	12	$	—	$	38
Contract termination	22		—		1		—		21
Total	$	69	$	3	$	13	$	—	$	59



	Gain (Loss) Recognized in OCI On Derivatives					Consolidated Condensed Statements of Income Classification	Gain (Loss) Reclassified from OCI to Earnings
	Three Months Ended						Three Months Ended
	December 30, 2017			December 31, 2016			December 30, 2017			December 31, 2016
Cash flow hedge – derivatives designated as hedging instruments:
Commodity contracts	$	(2	)	$	1	Cost of sales	$	(1	)	$	(4	)
Foreign exchange contracts	—			—		Other income/expense	—			—
Total	$	(2	)	$	1		$	(1	)	$	(4	)



	Consolidated Condensed Statements of Income Classification	Gain (Loss) Recognized in Earnings
		Three Months Ended
		December 30, 2017			December 31, 2016
Derivatives not designated as hedging instruments:
Commodity contracts	Sales	$	9		$	51
Commodity contracts	Cost of sales	(22		)	(1		)
Foreign exchange contracts	Other income/expense	—			—
Total		$	(13	)	$	50

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