Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

TYSON FOODS, INC.

CONSOLIDATED STATEMENTS OF INCOME

	Three years ended September 30, 2017
	in millions, except per share data
	2017				2016				2015
Sales	$	38,260			$	36,881			$	41,373
Cost of Sales	33,177				32,184				37,456
Gross Profit	5,083				4,697				3,917
Selling, General and Administrative	2,152				1,864				1,748
Operating Income	2,931				2,833				2,169
Other (Income) Expense:
Interest income	(7		)		(6		)		(9		)
Interest expense	279				249				293
Other, net	31				(8		)		(36		)
Total Other (Income) Expense	303				235				248
Income before Income Taxes	2,628				2,598				1,921
Income Tax Expense	850				826				697
Net Income	1,778				1,772				1,224
Less: Net Income Attributable to Noncontrolling Interests	4				4				4
Net Income Attributable to Tyson	$	1,774			$	1,768			$	1,220
Weighted Average Shares Outstanding:
Class A Basic	296				315				335
Class B Basic	70				70				70
Diluted	370				390				413
Net Income Per Share Attributable to Tyson:
Class A Basic	$	4.94			$	4.67			$	3.06
Class B Basic	$	4.45			$	4.24			$	2.79
Diluted	$	4.79			$	4.53			$	2.95
Dividends Declared Per Share:
Class A	$	0.975			$	0.650			$	0.425
Class B	$	0.878			$	0.585			$	0.383

See accompanying notes.

TYSON FOODS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Three years ended September 30, 2017
	in millions
	2017				2016				2015
Net Income	$	1,778			$	1,772			$	1,224
Other Comprehensive Income (Loss), Net of Taxes:
Derivatives accounted for as cash flow hedges	—				(1		)		2
Investments	(1		)		—				(1		)
Currency translation	6				4				36
Postretirement benefits	56				42				20
Total Other Comprehensive Income (Loss), Net of Taxes	61				45				57
Comprehensive Income	1,839				1,817				1,281
Less: Comprehensive Income Attributable to Noncontrolling Interests	4				4				4
Comprehensive Income Attributable to Tyson	$	1,835			$	1,813			$	1,277

See accompanying notes.

TYSON FOODS, INC.

CONSOLIDATED BALANCE SHEETS

September 30, 2017, and October 1, 2016
in millions, except share and per share data
	2017				2016
Assets
Current Assets:
Cash and cash equivalents	$	318			$	349
Accounts receivable, net	1,675				1,542
Inventories	3,239				2,732
Other current assets	219				265
Assets held for sale	807				—
Total Current Assets	6,258				4,888
Net Property, Plant and Equipment	5,568				5,170
Goodwill	9,324				6,669
Intangible Assets, net	6,243				5,084
Other Assets	673				562
Total Assets	$	28,066			$	22,373
Liabilities and Shareholders’ Equity
Current Liabilities:
Current debt	$	906			$	79
Accounts payable	1,698				1,511
Other current liabilities	1,424				1,172
Liabilities held for sale	4				—
Total Current Liabilities	4,032				2,762
Long-Term Debt	9,297				6,200
Deferred Income Taxes	2,979				2,545
Other Liabilities	1,199				1,242
Commitments and Contingencies (Note 20)
Shareholders’ Equity:
Common stock ($0.10 par value):
Class A-authorized 900 million shares, issued 378 million shares in 2017 and 364 million shares in 2016	38				36
Convertible Class B-authorized 900 million shares, issued 70 million shares	7				7
Capital in excess of par value	4,378				4,355
Retained earnings	9,776				8,348
Accumulated other comprehensive gain (loss)	16				(45		)
Treasury stock, at cost – 80 million shares in 2017 and 73 million shares in 2016	(3,674		)		(3,093		)
Total Tyson Shareholders’ Equity	10,541				9,608
Noncontrolling Interests	18				16
Total Shareholders’ Equity	10,559				9,624
Total Liabilities and Shareholders’ Equity	$	28,066			$	22,373

See accompanying notes.

TYSON FOODS, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

								Three years ended September 30, 2017
											in millions
	2017							2016							2015
	Shares			Amount				Shares			Amount				Shares			Amount
Class A Common Stock:
Balance at beginning of year	364			$	36			346			$	35			346			$	35
Issuance of Class A common stock	14			2				18			1				—			—
Balance at end of year	378			38				364			36				346			35
Class B Common Stock:
Balance at beginning and end of year	70			7				70			7				70			7
Capital in Excess of Par Value:
Balance at beginning of year				4,355							4,307							4,257
Stock-based compensation				23							48							50
Balance at end of year				4,378							4,355							4,307
Retained Earnings:
Balance at beginning of year				8,348							6,813							5,748
Net income attributable to Tyson				1,774							1,768							1,220
Dividends				(346		)					(233		)					(155		)
Balance at end of year				9,776							8,348							6,813
Accumulated Other Comprehensive Income (Loss), Net of Tax:
Balance at beginning of year				(45		)					(90		)					(147		)
Other Comprehensive Income (Loss)				61							45							57
Balance at end of year				16							(45		)					(90		)
Treasury Stock:
Balance at beginning of year	73			(3,093		)		47			(1,381		)		40			(1,010		)
Purchase of Class A common stock	14			(860		)		32			(1,944		)		12			(495		)
Stock-based compensation	(7	)		279				(6	)		232				(5	)		124
Balance at end of year	80			(3,674		)		73			(3,093		)		47			(1,381		)
Total Shareholders’ Equity Attributable to Tyson				$	10,541						$	9,608						$	9,691
Equity Attributable to Noncontrolling Interests:
Balance at beginning of year				$	16						$	15						$	14
Net income attributable to noncontrolling interests				4							4							4
Contributions by noncontrolling interest				—							—							—
Distributions to noncontrolling interest				(2		)					(3		)					(1		)
Net foreign currency translation adjustment and other				—							—							(2		)
Total Equity Attributable to Noncontrolling Interests				$	18						$	16						$	15
Total Shareholders’ Equity				$	10,559						$	9,624						$	9,706

See accompanying notes.

TYSON FOODS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three years ended September 30, 2017
	in millions
	2017				2016				2015
Cash Flows From Operating Activities:
Net income	$	1,778			$	1,772			$	1,224
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation	642				617				609
Amortization	119				88				102
Deferred income taxes	(39		)		84				38
Loss on dispositions of businesses	—				—				(177		)
Impairment of assets	214				45				285
Share-based compensation expense	92				81				69
Other, net	(57		)		(34		)		71
(Increase) decrease in accounts receivable	(55		)		73				66
(Increase) decrease in inventories	(246		)		148				220
Increase (decrease) in accounts payable	61				(130		)		(162		)
Increase (decrease) in income taxes payable/receivable	55				(19		)		177
Increase (decrease) in interest payable	16				(1		)		(23		)
Net changes in other operating assets and liabilities	19				(8		)		71
Cash Provided by Operating Activities	2,599				2,716				2,570
Cash Flows From Investing Activities:
Additions to property, plant and equipment	(1,069		)		(695		)		(854		)
Purchases of marketable securities	(79		)		(46		)		(38		)
Proceeds from sale of marketable securities	61				37				52
Acquisitions, net of cash acquired	(3,081		)		—				—
Proceeds from sale of businesses	—				—				539
Other, net	4				20				31
Cash Used for Investing Activities	(4,164		)		(684		)		(270		)
Cash Flows From Financing Activities:
Payments on debt	(3,159		)		(714		)		(1,995		)
Proceeds from issuance of long-term debt	5,444				1				501
Borrowings on revolving credit facility	1,810				1,065				1,345
Payments on revolving credit facility	(2,110		)		(765		)		(1,345		)
Proceeds from issuance of commercial paper	8,138				—				—
Repayments of commercial paper	(7,360		)		—				—
Payment of AdvancePierre TRA liability	(223		)		—				—
Purchases of Tyson Class A common stock	(860		)		(1,944		)		(495		)
Dividends	(319		)		(216		)		(147		)
Stock options exercised	154				128				84
Other, net	15				68				17
Cash Provided by (Used for) Financing Activities	1,530				(2,377		)		(2,035		)
Effect of Exchange Rate Change on Cash	4				6				(15		)
Decrease in Cash and Cash Equivalents	(31		)		(339		)		250
Cash and Cash Equivalents at Beginning of Year	349				688				438
Cash and Cash Equivalents at End of Year	$	318			$	349			$	688

See accompanying notes.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

TYSON FOODS, INC.

NOTE 1: BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business: Tyson Foods, Inc. (collectively, “Company,” “we,” “us” or “our”), is 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®. We innovate continually to make protein more sustainable, tailor food for everywhere it’s available and raise the world’s expectations for how much good food can do.

Consolidation: The consolidated financial statements include the accounts of all wholly-owned subsidiaries, as well as majority-owned subsidiaries over which we exercise control and, when applicable, entities for which we have a controlling financial interest or variable interest entities for which we are the primary beneficiary. All significant intercompany accounts and transactions have been eliminated in consolidation.

Fiscal Year: We utilize a 52- or 53-week accounting period ending on the Saturday closest to September 30. The Company’s accounting cycle resulted in a 52-week year for fiscal 2017 and fiscal 2016 and a 53-week year for fiscal 2015.

Cash and Cash Equivalents: Cash equivalents consist of investments in short-term, highly liquid securities having original maturities of three months or less, which are made as part of our cash management activity. The carrying values of these assets approximate their fair values. We primarily utilize a cash management system with a series of separate accounts consisting of lockbox accounts for receiving cash, concentration accounts where funds are moved to, and several zero-balance disbursement accounts for funding payroll, accounts payable, livestock procurement, grower payments, etc. As a result of our cash management system, checks issued, but not presented to the banks for payment, may result in negative book cash balances. These negative book cash balances are included in accounts payable and other current liabilities. At September 30, 2017, and October 1, 2016, checks outstanding in excess of related book cash balances totaled approximately $237 million and $261 million, respectively.

Accounts Receivable: We record accounts receivable at net realizable value. This value includes an appropriate allowance for estimated uncollectible accounts to reflect any loss anticipated on the accounts receivable balances and charged to the provision for doubtful accounts. We calculate this allowance based on our history of write-offs, level of past due accounts and relationships with and economic status of our customers. At September 30, 2017, and October 1, 2016, our allowance for uncollectible accounts was $34 million and $33 million, respectively. We generally do not have collateral for our receivables, but we do periodically evaluate the credit worthiness of our customers.

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

In fiscal 2017, 63% of the cost of inventories was determined by the first-in, first-out ("FIFO") method as compared to 61% in fiscal 2016. The remaining cost of inventories for both years is determined by the weighted-average method.

The following table reflects the major components of inventory at September 30, 2017, and October 1, 2016:

					in millions
	2017				2016
Processed products	$	1,947			$	1,530
Livestock	874				772
Supplies and other	418				430
Total inventory	$	3,239			$	2,732

Property, Plant and Equipment: Property, plant and equipment are stated at cost and generally depreciated on a straight-line method over the estimated lives for buildings and leasehold improvements of 10 to 33 years, machinery and equipment of three to 12 years and land improvements and other of three to 20 years. Major repairs and maintenance costs that significantly extend the useful life of the related assets are capitalized. Normal repairs and maintenance costs are charged to operations.

We review the carrying value of long-lived assets at each balance sheet date if indication of impairment exists. Recoverability is assessed using undiscounted cash flows based on historical results and current projections of earnings before interest, taxes, depreciation and amortization. We measure impairment as the excess of carrying value over the fair value of an asset. The fair value of an asset is generally measured using discounted cash flows including market participant assumptions of future operating results and discount rates.

Goodwill and Intangible Assets: Definite life intangibles are initially recorded at fair value and amortized over the estimated period of benefit. Brands and trademarks are generally amortized using the straight-line method over 20 years or less. Customer relationships are generally amortized over seven to 20 years based on the pattern of revenue expected to be generated from the use of the asset. Amortization expense is generally recognized in selling, general, and administrative expense. We review the carrying value of definite life intangibles at each balance sheet date if indication of impairment exists. Recoverability is assessed using undiscounted cash flows based on historical results and current projections of earnings before interest, taxes, depreciation and amortization. We measure impairment as the excess of carrying value over the fair value of the definite life intangible asset. We use various valuation techniques to estimate fair value, with the primary techniques being discounted cash flows, relief-from-royalty and multi-period excess earnings valuation approaches, which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy. Under these valuation approaches, we are required to make estimates and assumptions about sales, operating margins, growth rates, royalty rates and discount rates based on budgets, business plans, economic projections, anticipated future cash flows and marketplace data.

Goodwill and indefinite life intangible assets are initially recorded at fair value and not amortized, but are reviewed for impairment at least annually or more frequently if impairment indicators arise. Our goodwill is allocated by reporting unit and is evaluated for impairment by first performing a qualitative assessment to determine whether a quantitative goodwill test is necessary. If it is determined, based on qualitative factors, the fair value of the reporting unit may be more likely than not less than carrying amount, or if significant changes to macro-economic factors related to the reporting unit have occurred that could materially impact fair value, a quantitative goodwill impairment test would be required. Additionally, we can elect to forgo the qualitative assessment and perform the quantitative test.

In January 2017, the Financial Accounting Standards Board (“FASB”) issued updated guidance simplifying the accounting for goodwill impairment. The guidance removes Step 2 of the goodwill impairment test, which required a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. We early adopted this guidance in the third quarter of fiscal 2017; however, the adoption did not have an impact to our fiscal 2017 goodwill impairment assessment. We have elected to make the first day of the fourth quarter the annual impairment assessment date for goodwill and indefinite life intangible assets.

We estimate the fair value of our reporting units using a combination of various valuation techniques, including an income approach (discounted cash flow analysis) and market approaches (earnings before interest, taxes, depreciation and amortization or "EBITDA" multiples of comparable publicly-traded companies and precedent transactions). Our primary technique is discounted cash flow analysis. These approaches use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy and requires us to make various judgmental assumptions about sales, operating margins, growth rates and discount rates which consider our budgets, business plans and economic projections, and are believed to reflect market participant views which would exist in an exit transaction. Assumptions are also made for varying perpetual growth rates for periods beyond the long-term business plan period. Generally, we utilize normalized operating margin assumptions based on future expectations and operating margins historically realized in the reporting units' industries.

Some of the inherent estimates and assumptions used in determining fair value of the reporting units are outside the control of management, including interest rates, cost of capital, tax rates, market EBITDA comparables and credit ratings. While we believe we have made reasonable estimates and assumptions to calculate the fair value of the reporting units, it is possible a material change could occur. If our actual results are not consistent with our estimates and assumptions used to calculate fair value, it could result in additional material impairments of our goodwill.

The discount rate used in our annual goodwill impairment test increased to 6.7% in fiscal 2017 from 6.2% in fiscal 2016.

During fiscal 2017, 2016 and 2015, the fair value of each of our material reporting units' exceeded its carrying value. In fiscal 2015, we recorded a $23 million full impairment of an immaterial reporting unit’s goodwill.

For our indefinite life intangible assets, a qualitative assessment can also be performed to determine whether the existence of events and circumstances indicates it is more likely than not an intangible asset is impaired. Similar to goodwill, we can also elect to forgo the qualitative test for indefinite life intangible assets and perform the quantitative test. Upon performing the quantitative test, if the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.

The fair value of our indefinite life intangible assets is calculated principally using relief-from-royalty and multi-period excess earnings valuation approaches, which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy, and is believed to reflect market participant views which would exist in an exit transaction. Under these valuation approaches, we are required to make estimates and assumptions about sales, operating margins, growth rates, royalty rates and discount rates based on budgets, business plans, economic projections, anticipated future cash flows and marketplace data. During fiscal 2017, 2016 and 2015, the fair value of each of our indefinite life intangible assets exceeded its carrying value. The discount rate used in our indefinite life intangible test was 7.9% in fiscal 2017 and 2016.

Investments: We have investments in joint ventures and other entities. We generally use the cost method of accounting when our voting interests are less than 20 percent. We use the equity method of accounting when our voting interests are in excess of 20 percent and we do not have a controlling interest or a variable interest in which we are the primary beneficiary. Investments in joint ventures and other entities are reported in the Consolidated Balance Sheets in Other Assets.

We also have investments in marketable debt securities. We have determined all of our marketable debt securities are available-for-sale investments. These investments are reported at fair value based on quoted market prices as of the balance sheet date, with unrealized gains and losses, net of tax, recorded in other comprehensive income. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is recorded in interest income. The cost of securities sold is based on the specific identification method. Realized gains and losses on the sale of debt securities and declines in value judged to be other than temporary are recorded on a net basis in other income. Interest and dividends on securities classified as available-for-sale are recorded in interest income.

Accrued Self-Insurance: We use a combination of insurance and self-insurance mechanisms in an effort to mitigate the potential liabilities for health and welfare, workers’ compensation, auto liability and general liability risks. Liabilities associated with our risks retained are estimated, in part, by considering claims experience, demographic factors, severity factors and other actuarial assumptions.

Other Current Liabilities: Other current liabilities at September 30, 2017, and October 1, 2016, include:

	in millions
	2017				2016
Accrued salaries, wages and benefits	$	673			$	563
Accrued marketing, advertising and promotion expense	146				212
Other	605				397
Total other current liabilities	$	1,424			$	1,172

Defined Benefit Plans: We recognize the funded status of defined pension and postretirement plans in the Consolidated Balance Sheets. The funded status is measured as the difference between the fair value of the plan assets and the benefit obligation. We measure our plan assets and liabilities at the end of our fiscal year. For a defined benefit pension plan, the benefit obligation is the projected benefit obligation; for any other defined benefit postretirement plan, such as a retiree health care plan, the benefit obligation is the accumulated postretirement benefit obligation. Any overfunded status is recognized as an asset and any underfunded status is recognized as a liability. Any transitional asset/liability, prior service cost or actuarial gain/loss that has not yet been recognized as a component of net periodic cost is recognized in accumulated other comprehensive income. Accumulated other comprehensive income will be adjusted as these amounts are subsequently recognized as a component of net periodic benefit costs in future periods.

Derivative Financial Instruments: We purchase certain commodities, such as grains and livestock in the course of normal operations. As part of our commodity risk management activities, we use derivative financial instruments, primarily futures and options, to reduce our exposure to various market risks related to these purchases, as well as to changes in foreign currency exchange rates. Contract terms of a financial instrument qualifying as a hedge instrument closely mirror those of the hedged item, providing a high degree of risk reduction and correlation. Contracts designated and highly effective at meeting risk reduction and correlation criteria are recorded using hedge accounting. If a derivative instrument is accounted for as a hedge, changes in the fair value of the instrument will be offset either against the change in fair value of the hedged assets, liabilities or firm commitments through earnings or recognized in other comprehensive income (loss) until the hedged item is recognized in earnings. The ineffective portion of an instrument’s change in fair value is immediately recognized in earnings as a component of cost of sales. Instruments we hold as part of our risk management activities that do not meet the criteria for hedge accounting are marked to fair value with unrealized gains or losses reported currently in earnings. Changes in market value of derivatives used in our risk management activities relating to forward sales contracts are recorded in sales, while changes surrounding inventories on hand or anticipated purchases of inventories or supplies are recorded in cost of sales. We generally do not hedge anticipated transactions beyond 18 months.

Litigation Reserves: There are a variety of legal proceedings pending or threatened against us. Accruals are recorded when it is probable a liability has been incurred and the amount of the liability can be reasonably estimated based on current law, progress of each case, opinions and views of legal counsel and other advisers, our experience in similar matters and intended response to the litigation. These amounts, which are not discounted and are exclusive of claims against third parties, are adjusted periodically as assessment efforts progress or additional information becomes available. We expense amounts for administering or litigating claims as incurred. Accruals for legal proceedings are included in Other current liabilities in the Consolidated Balance Sheets.

Revenue Recognition: We recognize revenue when title and risk of loss are transferred to customers, which is generally on delivery based on terms of sale. Revenue is recognized as the net amount estimated to be received after deducting estimated amounts for discounts, trade allowances and product returns.

Freight Expense: Freight expense associated with products shipped to customers is recognized in cost of sales.

Marketing and Promotion Costs: We promote our products with marketing, advertising, trade promotions, and consumer incentives, which include, but are not limited to, coupons, discounts, rebates, and volume-based incentives. Marketing and promotion costs are charged to operations in the period incurred. Customer incentive and trade promotion activities are recorded as a reduction to sales based on amounts estimated as being due to customers, based primarily on historical utilization and redemption rates, while other marketing and promotional activities are recorded as selling, general and administrative expense.

Advertising Expenses: Advertising expense is charged to operations in the period incurred and is recorded as selling, general and administrative expense. Advertising expense totaled $238 million, $238 million and $181 million in fiscal 2017, 2016 and 2015, respectively.

Research and Development: Research and development costs are expensed as incurred. Research and development costs totaled $113 million, $96 million and $75 million in fiscal 2017, 2016 and 2015, respectively.

Use of Estimates: The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States, which require us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Recently Issued Accounting Pronouncements:

In August 2017, the FASB issued guidance that eases certain documentation and assessment requirements of hedge effectiveness and modifies the accounting for components excluded from the assessment. Some of the modifications include the ineffectiveness of derivative gain/loss in highly effective cash flow hedge to be recorded in OCI, the change in fair value of derivative to be recorded in the same income statement line as hedged item, and additional disclosures required on the cumulative basis adjustment in fair value hedges and the effect of hedging on financial statement lines for components excluded from the assessment. The amendment also simplifies the application of hedge accounting in certain situations to permit new hedging strategies to be eligible for hedge accounting. The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2018, our fiscal 2020. Early adoption is permitted and the modified retrospective transition method should be applied. We are currently evaluating the impact this guidance will have on our consolidated financial statements.

In May 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 the impact this guidance will have on our consolidated financial statements.

In March 2016, the FASB issued guidance which simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, 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. Early adoption is permitted and the application of the guidance requires various transition methods depending on the specific amendment. We adopted this guidance in the first quarter of fiscal 2018. The guidance requires all income tax effects of share-based payment awards to be recognized in the consolidated statements of income when the awards vest or are settled, which is a change from the current guidance that requires such activity to be recorded in capital in excess of par value within stockholders' equity. We adopted this guidance prospectively which may create volatility in our effective tax rate when adopted depending largely on future events and other factors which may include our stock price, timing of stock option exercises, and the value realized upon vesting or exercise of shares compared to the grant date fair value of those shares. Under the new guidance, companies can also make an accounting policy election to either estimate forfeitures each period or to account for forfeitures as they occur. We changed our accounting policy to account for forfeitures as they occur using the modified retrospective transition method and expect the impact of this change on our consolidated financial statements to be immaterial. The guidance also changes the presentation of excess tax benefits from a financing activity to an operating activity in the consolidated statements of cash flows. We applied this change prospectively and do not expect a material impact on our consolidated statements of cash flows.

In February 2016, the FASB issued guidance which created new accounting and reporting guidelines for leasing arrangements. The 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 July 2015, the FASB issued guidance which requires management to evaluate inventory at the lower of cost and net realizable value. The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2016, our fiscal 2018. The prospective transition method should be applied. We adopted this guidance in the first quarter of fiscal 2018 and do not expect this guidance to have a material impact on our consolidated financial statements.

In May 2014, the FASB issued guidance changing the criteria for recognizing revenue. The guidance provides for a single five-step model to be applied to all revenue contracts with customers. The standard also requires additional financial statement disclosures that will enable users to understand the nature, amount, timing and uncertainty of revenue and cash flows relating to customer contracts. Companies have an option to use either a retrospective approach or cumulative effect adjustment approach to implement the standard. This guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2017, our fiscal 2019. Early adoption is permitted for fiscal years beginning after December 15, 2016, our fiscal 2018. We plan to adopt this guidance using the modified retrospective transition method beginning in the first quarter of fiscal 2019. We continue to evaluate the impact of the adoption of this guidance, but currently, we do not expect the new guidance to materially impact our consolidated financial statements other than additional disclosure requirements.

NOTE 2: CHANGES IN ACCOUNTING PRINCIPLES

In January 2017, the FASB issued guidance which removes step 2 from the goodwill impairment test. As a result, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting units' fair value. The guidance is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019, our fiscal 2021. Early adoption is permitted for annual or interim goodwill impairment tests performed on testing dates after January 1, 2017, and the prospective transition method should be applied. We adopted this guidance, prospectively, in the third quarter of fiscal 2017. The adoption did not have a material impact on our consolidated financial statements.

In October 2016, the FASB issued guidance on how a reporting entity, that is the single decision maker of a variable interest entity ("VIE"), should treat indirect interests in the entity held through related parties that are under common control with the reporting entity, when determining whether it is the primary beneficiary of that VIE. This guidance is effective for annual reporting periods and interim periods within those annual reporting periods, beginning after December 15, 2016, our fiscal 2018. We were required to adopt this guidance at the same time that we adopted the amendments in ASU 2015-02; therefore, we early adopted this guidance, retrospectively, in the first quarter of fiscal 2017. The adoption did not have a material impact on our consolidated financial statements.

In April 2015, the FASB issued guidance on the recognition of fees paid by a customer for cloud computing arrangements. The guidance clarifies that if a cloud computing arrangement includes a software license, the customer should account for the software license consistent with the acquisition of other software licenses. If the arrangement does not include a software license, the customer should account for the arrangement as a service contract. The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2015, our fiscal 2017, and should be applied prospectively or retrospectively. We adopted this guidance, prospectively, in the first quarter of fiscal 2017. As a result, prior period balances were not retrospectively adjusted. The adoption did not have a material impact on our consolidated financial statements.

In February 2015, the FASB issued guidance changing the analysis procedures that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. All legal entities are subject to reevaluation under the revised consolidation model. The new guidance affects the following areas: (1) limited partnerships and similar legal entities, (2) evaluating fees paid to a decision maker or a service provider as a variable interest, (3) the effect of fee arrangements on the primary beneficiary determination, (4) the effect of related parties on the primary beneficiary determination, and (5) certain investment funds. This guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2015, our fiscal 2017. We adopted this guidance, retrospectively, in the first quarter of fiscal 2017. The adoption did not have a material impact on our consolidated financial statements.

NOTE 3: ACQUISITIONS AND DISPOSITIONS

Acquisitions

On 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-packed 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 (refer to Note 7: Debt). AdvancePierre's results from operations subsequent to the acquisition closing are included in the Prepared Foods and Chicken segments.

The following table summarizes the preliminary purchase price allocation and fair values of the assets acquired and liabilities assumed at the acquisition date. Certain estimated values for the acquisition, including goodwill, intangible assets, property, plant and equipment, 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 purchase price was allocated based on information available at acquisition date. During the fourth quarter of fiscal 2017, we recorded measurement period adjustments which increased goodwill by $60 million, primarily related to updated valuations for intangible assets and deferred income taxes based on additional information regarding assets and liabilities assumed.

	in millions
Cash and cash equivalents		$	126
Accounts receivable		80
Inventories		272
Other current assets		5
Property, Plant and Equipment		302
Goodwill		2,982
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		(457		)
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

As a result of the acquisition, we recognized a total of $2,982 million of goodwill. The purchase price was assigned to assets acquired and liabilities assumed based on their estimated fair values as of the date of acquisition, and any excess was allocated to goodwill, as shown in the table above. Goodwill represents the value we expect to achieve through the implementation of operational synergies and growth opportunities. The allocation of goodwill to our reporting units is pending finalization of the expected synergies and the impact of the synergies to our reporting units. Of the goodwill acquired, $163 million related to previous AdvancePierre acquisitions is expected to be deductible for tax purposes.

We used various valuation techniques to determine fair value, with the primary techniques being discounted cash flow analysis, relief-from-royalty, and multi-period excess earnings valuation approaches, which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy. Under these valuation approaches, we are required to make estimates and assumptions about sales, operating margins, growth rates, royalty rates and discount rates based on budgets, business plans, economic projections, anticipated future cash flows and marketplace data.

The acquisition of AdvancePierre was accounted for using 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. AdvancePierre's results from the date of acquisition, which included a net increase $508 million of Sales, were insignificant to the overall Consolidated Statements of Income.

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.

The 2016 pro forma results include transaction related expenses incurred by AdvancePierre prior to the acquisition of $84 million, including items such as consultant fees, accelerated stock compensation and other deal costs; transaction related expenses incurred by the Company of $67 million, including fees paid to third parties, financing costs and other deal costs; and $36 million of expense related to the fair value inventory adjustment at the date of acquisition.

These pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the results of operations as they would have been had the acquisitions occurred on the assumed dates, nor is it necessarily an indication of future operating results.

		in millions (unaudited)
		2017				2016
Pro forma sales		$	39,330			$	38,406
Pro forma net income attributable to Tyson		1,837				1,686
Pro forma net income per diluted share attributable to Tyson		$	4.97			$	4.32

On November 10, 2017, we acquired all of the outstanding shares of a valued-added protein business for $225 million, subject to certain adjustments, which will be included in our Prepared Foods and Chicken segments.

Dispositions

On April 24, 2017, we announced our intent to sell three non-protein businesses as part of our strategic focus on protein-packed brands. These businesses, which are all part of our Prepared Foods segment, include Sara Lee® Frozen Bakery, Kettle and Van’s® and produce items such as frozen desserts, waffles, snack bars, and soups, sauces and sides. The 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. We have reclassified the assets and liabilities related to these businesses to assets and liabilities held for sale in our Consolidated Balance Sheet as of September 30, 2017. In the fourth quarter of 2017, we recorded an impairment charge totaling $45 million, related to one of these businesses due to a revised estimate of the business’ fair value based on current expected net sales proceeds. The impairment charge was recorded in Cost of Sales in our Consolidated Statement of Income for fiscal 2017, and consisted of goodwill and intangible assets previously classified within assets held for sale. In October 2017, we executed a definitive asset purchase agreement to sell our Kettle operation for $125 million, subject to certain contingencies including regulatory approval. We anticipate we will close the Kettle and remaining transactions by the end of calendar 2017, or early calendar 2018, and expect to record a net pretax gain as a result of the sale of these businesses. The Company concluded the businesses were not significant disposal groups and did not represent a strategic shift, and therefore were not classified as discontinued operations for any of the periods presented.

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

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

In fiscal 2014, we announced our plan to sell our Brazil and Mexico operations, which are included in Other for segment reporting, to JBS SA for $575 million in cash less debt and other adjustments. We completed the sale of the Brazil operation in the first quarter of fiscal 2015 and received net proceeds of $148 million including working capital, net debt adjustments and cash transferred. The sale did not result in a significant gain or loss as the carrying value of the Brazil operation approximated the sales proceeds at the time of sale.

We completed the sale of the Mexico operation in the fourth quarter of fiscal 2015 and received net proceeds of approximately $374 million including working capital, net debt adjustments and cash transferred. As a result of the sale, we recorded a pretax gain of $161 million, which was reflected in Cost of Sales in our Consolidated Statements of Income. We utilized the net proceeds to retire the 2.75% senior notes due September 2015.

In the fourth quarter of fiscal 2015, to better align our overall production capacity with then-current cattle supplies, we ceased beef operations at our Denison, Iowa plant. As a result, we recorded $12 million in closure and impairment charges during the fourth quarter of fiscal 2015. These charges impacted the Beef segment’s operating income and were reflected in Cost of Sales in our Consolidated Statements of Income.

In the fourth quarter of fiscal 2015, we recorded a $59 million impairment and other related charges associated with a Prepared Foods project designed to optimize the combined Tyson and Hillshire Brands network capacity and to enhance manufacturing efficiencies for the future. These charges were reflected in the Prepared Foods segment’s operating income in the fourth quarter of fiscal 2015, of which $49 million was included in the Consolidated Statements of Income in Cost of Sales and $10 million was included in the Consolidated Statements of Income in Selling, General and Administrative. As a result of this project, we sold our Chicago, Illinois, hospitality plant in June 2016 and closed our Jefferson, Wisconsin, plant in July 2016. The sale of our Chicago, Illinois, plant and closure of our Jefferson, Wisconsin, plant did not have a significant impact on the Company's operating results.

In the third quarter of fiscal 2015, as part of our ongoing efforts to increase efficiencies in our Chicken business, we closed our Buena Vista, Georgia, plant. The closure costs did not have a significant impact on the Company's operating results.

NOTE 4: PROPERTY, PLANT AND EQUIPMENT

The following table reflects major categories of property, plant and equipment and accumulated depreciation at September 30, 2017, and October 1, 2016:

	in millions
	2017				2016
Land	$	138			$	126
Building and leasehold improvements	3,878				3,662
Machinery and equipment	7,111				6,789
Land improvements and other	323				300
Buildings and equipment under construction	492				290
	11,942				11,167
Less accumulated depreciation	6,374				5,997
Net property, plant and equipment	$	5,568			$	5,170

Approximately $1,387 million will be required to complete buildings and equipment under construction at September 30, 2017.

NOTE 5: GOODWILL AND INTANGIBLE ASSETS

The following table reflects goodwill activity for fiscal 2017 and 2016:

in millions
	Beef				Pork				Chicken				Prepared Foods				Other(a)				Unallocated				Consolidated
Balance at October 3, 2015
Goodwill	$	1,236			$	423			$	1,563			$	4,005			$	57			$	—			$	7,284
Accumulated impairment losses	(560		)		—				—				—				(57		)		—				(617		)
	676				423				1,563				4,005				—				—				6,667
Fiscal 2016 Activity:
Currency translation and other	—				—				2				—				—				—				2
Balance at October 1, 2016
Goodwill	1,236				423				1,565				4,005				57				—				7,286
Accumulated impairment losses	(560		)		—				—				—				(57		)		—				(617		)
	$	676			$	423			$	1,565			$	4,005			$	—			$	—			$	6,669
Fiscal 2017 Activity:
Acquisition	—				—				—				—				—				2,982				2,982
Reclass to assets held for sale	—				—				—				(327		)		—				—				(327		)
Balance at September 30, 2017
Goodwill	1,236				423				1,565				3,678				57				2,982				9,941
Accumulated impairment losses	(560		)		—				—				—				(57		)		—				(617		)
	$	676			$	423			$	1,565			$	3,678			$	—			$	2,982			$	9,324

(a) Other included the goodwill from our foreign chicken operation.

On June 7, 2017, we acquired and consolidated AdvancePierre. The allocation of goodwill to our reportable segments is pending finalization of the expected synergies and the impact of the synergies to our reporting units.

The following table reflects intangible assets by type at September 30, 2017, and October 1, 2016:

in millions
	2017				2016
Amortizable intangible assets:
Brands and trademarks	$	738			$	590
Customer relationships	1,639				564
Patents, intellectual property and other	114				114
Land use rights	9				9
Total gross amortizable intangible assets	$	2,500			$	1,277
Less accumulated amortization	335				271
Total net amortizable intangible assets	$	2,165			$	1,006
Brands and trademarks not subject to amortization	4,078				4,078
Total intangible assets	$	6,243			$	5,084

Amortization expense of $107 million, $80 million and $92 million was recognized during fiscal 2017, 2016 and 2015, respectively. We estimate amortization expense on intangible assets for the next five fiscal years subsequent to September 30, 2017, will be: 2018 - $194 million; 2019 - $189 million; 2020 - $185 million; 2021 - $170 million; 2022 - $160 million.

NOTE 6: RESTRUCTURING AND RELATED CHARGES

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

The following table reflects the pretax impact of restructuring and related charges in the Consolidated Statements of Income:

in millions
	2017
Cost of Sales	$	35
Selling, General and Administrative expenses	115
Total restructuring and related charges, pretax	$	150

The following table reflects the pretax impact of restructuring and related charges incurred in fiscal 2017 and the estimated charges in fiscal 2018 by our reportable segments:

							in millions
	2017 charges			Estimated 2018 charges			Total estimated Financial Fitness Program charges
Beef	$	8		$	6		$	14
Pork	3			2			5
Chicken	56			32			88
Prepared Foods	82			25			107
Other	1			—			1
Total restructuring and related charges, pretax	$	150		$	65		$	215

For fiscal 2017, the restructuring and related charges consisted of $53 million severance and employee related costs, $72 million technology impairment and related costs, and $25 million for contract termination costs. The expected fiscal 2018 restructuring and related charges are expected to approximate $5 million of employee related costs, $25 million of incremental costs to implement new technology, $34 million in accelerated depreciation, and $1 million of other charges. The timing and actual amounts of these estimated charges may change.

The following table reflects our liability related to restructuring which was recognized in other current liabilities in our Consolidated Balance Sheet as of September 30, 2017:

in millions
	Restructuring charges			Payments			Other			Ending liability
Severance and employee related costs	$	51		$	4		$	—		$	47
Contract termination	22			—			—			22
Total	$	73		$	4		$	—		$	69

NOTE 7: DEBT

The following table reflects major components of debt as of September 30, 2017, and October 1, 2016:

					in millions
	2017				2016
Revolving credit facility	$	—			$	300
Commercial Paper	778				—
Senior notes:
7.00% Notes due May 2018	120				120
Notes due May 2019 (2019 Floating-Rate Notes) (1.77% at 09/30/2017)	300				—
2.65% Notes due August 2019	1,000				1,000
Notes due June 2020 (June 2020 Floating-Rate Notes) (1.87% at 09/30/2017)	350				—
Notes due August 2020 (August 2020 Floating-Rate Notes) (1.76% at 09/30/2017)	400				—
4.10% Notes due September 2020	282				284
2.25% Notes due August 2021 (2021 Notes)	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				—
7.00% Notes due January 2028	18				18
6.13% Notes due November 2032	162				163
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				—
Discount on senior notes	(15		)		(8		)
Term loans:
Tranche B due August 2019 (2.75% at 09/30/2017)	427				552
Tranche B due August 2020 (2.05% at 09/30/2017)	500				500
Amortizing Notes - Tangible Equity Units (see Note 8: Equity)	—				71
Other	81				58
Unamortized debt issuance costs	(50		)		(29		)
Total debt	10,203				6,279
Less current debt	906				79
Total long-term debt	$	9,297			$	6,200

Annual maturities of debt for the five fiscal years subsequent to September 30, 2017, are: 2018 - $906 million; 2019 - $1,737 million; 2020 - $1,537 million; 2021 - $511 million; 2022 - $1,007 million.

Revolving Credit Facility

In May 2017, we amended our existing credit facility which, among other things, increased our line of credit from $1.25 billion to $1.50 billion. The facility supports short-term funding needs and letters of credit and will mature and the commitments thereunder will terminate in May 2022. Amounts available for borrowing under this facility totaled $1,492 million at September 30, 2017, net of outstanding letters of credit. At September 30, 2017, we had outstanding letters of credit issued under this facility totaling $8 million, none of which were drawn upon. We had an additional $85 million of bilateral letters of credit issued separately from the revolving credit facility, none of which were drawn upon. Our letters of credit are issued primarily in support of leasing obligations and workers’ compensation insurance programs.

If in the future 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.

August 2020 Floating-Rate Notes / 2021 Notes

On August 21, 2017, we issued senior unsecured notes with an aggregate principal amount of $900 million, consisting of $400 million due August 2020 and $500 million due August 2021. We used the net proceeds from the issuance to repay amounts outstanding under our Term Loan Tranche due June 2020. The August 2020 Floating-Rate Notes carry an interest rate of 3-month LIBOR plus 0.45% and the 2021 Notes carry a fixed interest rate at 2.25%. Interest payments on the August 2020 Floating-Rate Notes are due quarterly on February 21, May 21, August 21 and November 21. Interest payments on the 2021 Notes are due semi-annually on February 23 and August 23. After the original issue discounts of $1 million, we received net proceeds of $899 million. In addition, we incurred debt issuance costs of $5 million related to this issuance.

2019 Floating-Rate / June 2020 Floating-Rate / 2027 / 2047 Notes

In June 2017, as part of the financing for the AdvancePierre acquisition, we issued senior unsecured notes with an aggregate principal amount of $2,750 million, consisting of $300 million due May 2019, $350 million due June 2020, $1,350 million due June 2027, and $750 million due June 2047. The 2019 Floating-Rate Notes, June 2020 Floating-Rate Notes, 2027 Notes and 2047 Notes carry interest rates of 3-month LIBOR plus 0.45%, 3-month LIBOR plus 0.55%, 3.55% and 4.55%, respectively. Interest payments on the 2019 Floating-Rate Notes are due quarterly February 28, May 30, August 30, and November 30. Interest payments on the June 2020 Floating-Rate Notes are due quarterly March 2, June 2, September 2, and December 2. Interest payments on the 2027 Notes and 2047 Notes are due semi-annually on June 2 and December 2. After the original issue discounts of $7 million, we received net proceeds of $2,743 million. In addition, we incurred debt issuance costs of $22 million related to this issuance.

Term Loan Tranche B due August 2020

On August 18, 2017, we amended our existing $500 million Term Loan Tranche B which extended the maturity of the loan from April 2019 to August 2020.

Term Loan Tranche due June 2020

In June 2017, as part of the financing for the AdvancePierre acquisition, we borrowed $1,800 million under an unsecured term loan facility, which is due June 2020. The facility amortized at 2.5% per quarter and interest reset based on the selected LIBOR interest period plus 1.25%. We incurred debt issuance costs of $5 million related to this borrowing. In fiscal 2017, we repaid the full amount of the loan.

AdvancePierre's Debt Extinguishment

In June 2017, in connection with our AdvancePierre acquisition, we assumed $1,119 million of AdvancePierre's gross debt, which had an estimated fair value of approximately $1,181 million as of the acquisition date. We recorded the assumed debt at fair value and used the funds borrowed under our new senior notes and term loan to extinguish $1,146 million of the total outstanding balance. Additionally, we assumed a $223 million TRA liability due to AdvancePierre's former shareholders. The assumed debt and TRA liability were non-cash investing activities.

Commercial Paper Program

In 2017, we initiated a commercial paper program under which we may issue unsecured short-term promissory notes (commercial paper) up to an aggregate maximum principal amount of $800 million as of September 30, 2017. We used the net proceeds from the commercial paper program as part of the financing for the AdvancePierre acquisition and for general corporate purposes. As of September 30, 2017, we had $778 million of commercial paper outstanding at a weighted average interest rate of 1.37% with maturities of less than 45 days.

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 September 30, 2017.

NOTE 8: EQUITY

Capital Stock

We have two classes of capital stock, Class Common A stock, $0.10 par value (Class A stock) and Class B Common Stock, $0.10 par value (Class B stock). Holders of Class B stock may convert such stock into Class A stock on a share-for-share basis. Holders of Class B stock are entitled to 10 votes per share, while holders of Class A stock are entitled to one vote per share on matters submitted to shareholders for approval. As of September 30, 2017, Tyson Limited Partnership (the "TLP") owned 99.985% of the outstanding shares of Class B stock and the TLP and members of the Tyson family owned, in the aggregate, 2.07% of the outstanding shares of Class A stock, giving them, collectively, control of approximately 70.78% of the total voting power of the outstanding voting stock.

The Class B stock is considered a participating security requiring the use of the two-class method for the computation of basic earnings per share. The two-class computation method for each period reflects the cash dividends paid for each class of stock, plus the amount of allocated undistributed earnings (losses) computed using the participation percentage, which reflects the dividend rights of each class of stock. Basic earnings per share were computed using the two-class method for all periods presented. The shares of Class B stock are considered to be participating convertible securities since the shares of Class B stock are convertible on a share-for-share basis into shares of Class A stock. Diluted earnings per share were computed assuming the conversion of the Class B shares into Class A shares as of the beginning of each period.

Dividends

Cash dividends cannot be paid to holders of Class B stock unless they are simultaneously paid to holders of Class A stock. The per share amount of the cash dividend paid to holders of Class B stock cannot exceed 90% of the cash dividend simultaneously paid to holders of Class A stock. We pay quarterly cash dividends to Class A and Class B shareholders. We paid Class A dividends per share of $0.90, $0.60, and $0.40 in fiscal 2017, 2016, and 2015, respectively. We paid Class B dividends per share of $0.81, $0.54, and $0.36 in fiscal 2017, 2016, and 2015, respectively. On November 10, 2017, the Board of Directors increased the quarterly dividend previously declared on August 10, 2017, to $0.30 per share on our Class A stock and $0.27 per share on our Class B stock. The increased quarterly dividend is payable on December 15, 2017, to shareholders of record at the close of business on December 1, 2017.

Share Repurchases

On February 4, 2016, our Board of Directors approved an increase of 50 million shares authorized for repurchase under our share repurchase program. As of September 30, 2017, 27.8 million shares remained available for repurchase. The share repurchase program has no fixed or scheduled termination date and the timing and extent to which we repurchase shares will depend upon, among other things, our working capital needs, 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 cumulative share repurchases of our Class A stock for fiscal 2017, 2016 and 2015 is as follows:

																			in millions
		September 30, 2017							October 1, 2016							October 3, 2015
		Shares			Dollars				Shares			Dollars				Shares			Dollars
Shares repurchased:
Under share repurchase program		12.5			$	797			30.8			$	1,868			11.0			$	455
To fund certain obligations under equity compensation plans		1.0			63				1.3			76				0.9			40
Total share repurchases		13.5			$	860			32.1			$	1,944			11.9			$	495

Tangible Equity Units

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

The aggregate values assigned upon issuance of each component of the TEU's, based on the relative fair value of the respective components of each TEU, were as follows:

					in millions, except price per TEU
	Equity Component				Debt Component				Total
Price per TEU	$	43.17			$	6.83			$	50.00
Gross Proceeds	1,295				205				1,500
Issuance cost	(40		)		(6		)		(46		)
Net proceeds	$	1,255			$	199			$	1,454

In July 2017, the Company made the final quarterly cash installment payment of $0.59 per senior amortizing note and issued the required remaining shares of its Class A stock upon automatic settlement of each outstanding purchase contract.

NOTE 9: INCOME TAXES

Detail of the provision for income taxes from continuing operations consists of the following:

									in millions
	2017				2016				2015
Federal	$	755			$	710			$	564
State	81				118				89
Foreign	14				(2		)		44
	$	850			$	826			$	697
Current	$	889			$	742			$	659
Deferred	(39		)		84				38
	$	850			$	826			$	697

The reasons for the difference between the statutory federal income tax rate and our effective income tax rate from continuing operations are as follows:

	2017			2016			2015
Federal income tax rate	35.0	%		35.0	%		35.0	%
State income taxes	2.3			2.7			3.1
Unrecognized tax benefits, net	(0.1	)		(1.7	)		(1.8	)
Domestic production deduction	(3.1	)		(2.6	)		(3.7	)
Foreign rate differences and valuation allowances	0.3			—			3.8
Other	(2.1	)		(1.6	)		(0.1	)
	32.3	%		31.8	%		36.3	%

During fiscal 2017, the domestic production deduction decreased tax expense by $80 million, and state tax expense, net of federal tax benefit, was $61 million.

During fiscal 2016, the domestic production deduction and changes in unrecognized tax benefits decreased tax expense by $68 million and $43 million, respectively, and state tax expense, net of federal tax benefit, was $70 million.

During fiscal 2015, the domestic production deduction and changes in unrecognized tax benefits decreased tax expense by $72 million and $34 million, respectively, and state tax expense, net of federal tax benefit, was $59 million. Additionally, foreign rate differences, mostly driven by the China impairment, unfavorably impacted tax expense by $73 million. The sale of the Mexico and Brazil operations and related repatriation of proceeds did not have a significant impact on the effective income tax rate.

Approximately $2,603 million, $2,543 million, and $1,908 million of income from continuing operations before income taxes for fiscal 2017, 2016 and 2015, respectively, were from our operations based in the United States.

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

The tax effects of major items recorded as deferred tax assets and liabilities as of September 30, 2017, and October 1, 2016, are as follows:

													in millions
	2017								2016
	Deferred Tax								Deferred Tax
	Assets				Liabilities				Assets				Liabilities
Property, plant and equipment	$	—			$	900			$	—			$	857
Intangible assets	—				2,424				—				1,979
Accrued expenses	400				—				400				—
Net operating loss and other carryforwards	97				—				86				—
Other	204				273				140				259
	$	701			$	3,597			$	626			$	3,095
Valuation allowance	$	(75	)						$	(72	)
Net deferred tax liability					$	2,971							$	2,541

At September 30, 2017, our gross state tax net operating loss carryforwards approximated $806 million and expire in fiscal years 2018 through 2035. Gross foreign net operating loss carryforwards approximated $39 million and expire in fiscal years 2018 through 2028. Gross federal net operating loss carryforwards approximated $12 million and expire in fiscal years 2031 through 2033. We also have tax credit carryforwards of approximately $52 million, of which $45 million expire in fiscal years 2018 through 2031, and the remainder has no expiration.

We have accumulated undistributed earnings of foreign subsidiaries aggregating approximately $182 million and $219 million at September 30, 2017, and October 1, 2016, respectively. The accumulated undistributed earnings at September 30, 2017 are expected to be indefinitely reinvested outside of the United States. If those earnings were distributed in the form of dividends or otherwise, we could be subject to federal income taxes (subject to an adjustment for foreign tax credits), state income taxes and withholding taxes payable to the various foreign countries. Due to the uncertainty of the manner in which the undistributed earnings would be brought back to the United States, the tax laws in effect at that time, as well as the availability of the Company to claim foreign tax credits, it is not currently practicable to estimate the tax liability that might be payable on the repatriation of these foreign earnings.

The following table summarizes the activity related to our gross unrecognized tax benefits at September 30, 2017, October 1, 2016, and October 3, 2015:

									in millions
	2017				2016				2015
Balance as of the beginning of the year	$	305			$	306			$	272
Increases related to current year tax positions	38				35				78
Increases related to prior year tax positions	5				31				11
Increase related to AdvancePierre acquisition	9				—				—
Reductions related to prior year tax positions	(27		)		(48		)		(18		)
Reductions related to settlements	(4		)		(7		)		—
Reductions related to expirations of statutes of limitations	(10		)		(12		)		(37		)
Balance as of the end of the year	$	316			$	305			$	306

The amount of unrecognized tax benefits, if recognized, that would impact our effective tax rate was $205 million at September 30, 2017 and October 1, 2016. We classify interest and penalties on unrecognized tax benefits as income tax expense. At September 30, 2017, and October 1, 2016, before tax benefits, we had $63 million and $52 million, respectively, of accrued interest and penalties on unrecognized tax benefits.

As of September 30, 2017, we are subject to income tax examinations for United States federal income taxes for fiscal years 2013 through 2016. We are also subject to income tax examinations by major state and foreign jurisdictions for fiscal years 2005 through 2016 and 2002 through 2016, respectively. We estimate that during the next twelve months it is reasonably possible that unrecognized tax benefits could decrease by as much as $9 million primarily due to expiration of statutes in various jurisdictions.

NOTE 10: OTHER INCOME AND CHARGES

During fiscal 2017, we recorded $28 million of legal costs related to two former subsidiaries of Hillshire Brands, which were sold by Hillshire Brands in 1986 and 1994, $18 million of acquisition bridge financing fees related to the AdvancePierre acquisition and $19 million of equity earnings in joint ventures, which were recorded in the Consolidated Statements of Income in Other, net.

In the second quarter of fiscal 2017, we recorded a $52 million impairment charge related to our San Diego Prepared Foods operation. The impairment was comprised of $43 million of property, plant and equipment, $8 million of definite lived intangible assets and $1 million of other assets. This charge, of which $44 million was included in the Consolidated Statements of Income in Cost of Sales and $8 million was included in the Consolidated Statements of Income in Selling, General and Administrative, was triggered by a change in a co-manufacturing contract and ongoing losses.

During fiscal 2016, we recorded $12 million of equity earnings in joint ventures and $4 million in net foreign currency exchange losses, which were recorded in the Consolidated Statements of Income in Other, net.

During fiscal 2015, following the sale of our Mexico and Brazil chicken production operations, we reviewed our strategy and outlook for the remaining international businesses, which operations include our chicken production operations in China. Despite our belief in the potential for this business, our Chinese operations had not achieved profitability. Given the losses that were generated in this business, changes in the strategy and management of the business, and the depressed economic outlook for China at that time, we assessed our Chinese operations for potential impairment in the fourth quarter of fiscal 2015. As a result of this evaluation, during the fourth quarter of fiscal 2015, we recorded a $169 million impairment charge. The impairment was comprised of $126 million of property, plant and equipment, $23 million of goodwill and $20 million of other assets. The China operation is included in Other for segment reporting and the impairment was included in Cost of Sales in the Consolidated Statements of Income.

During fiscal 2015, we recorded $12 million of equity earnings in joint ventures and $21 million of gains on the sale of equity securities, which were recorded in the Consolidated Statements of Income in Other, net.

NOTE 11: EARNINGS PER SHARE

The earnings and weighted average common shares used in the computation of basic and diluted earnings per share are as follows:

	in millions, except per share data
	2017				2016				2015
Numerator:
Net income	$	1,778			$	1,772			$	1,224
Less: Net income (loss) attributable to noncontrolling interests	4				4				4
Net income attributable to Tyson	1,774				1,768				1,220
Less dividends declared:
Class A	285				192				129
Class B	61				41				26
Undistributed earnings	$	1,428			$	1,535			$	1,065
Class A undistributed earnings	$	1,177			$	1,279			$	896
Class B undistributed earnings	251				256				169
Total undistributed earnings	$	1,428			$	1,535			$	1,065
Denominator:
Denominator for basic earnings per share:
Class A weighted average shares	296				315				335
Class B weighted average shares, and shares under if-converted method for diluted earnings per share	70				70				70
Effect of dilutive securities:
Stock options and restricted stock	4				5				5
Tangible Equity Units	—				—				3
Denominator for diluted earnings per share – adjusted weighted average shares and assumed conversions	370				390				413
Net Income Per Share Attributable to Tyson:
Class A Basic	$	4.94			$	4.67			$	3.06
Class B Basic	$	4.45			$	4.24			$	2.79
Diluted	$	4.79			$	4.53			$	2.95

Approximately 1 million of our stock-based compensation shares were antidilutive for fiscal 2017. We had no stock-based compensation shares that were antidilutive for fiscal 2016 and approximately 5 million of our stock-based compensation shares that were antidilutive for fiscal 2015. These shares were not included in the dilutive earnings per share calculation.

We have two classes of capital stock, Class A stock and Class B stock. Cash dividends cannot be paid to holders of Class B stock unless they are simultaneously paid to holders of Class A stock. The per share amount of cash dividends paid to holders of Class B stock cannot exceed 90% of the cash dividends paid to holders of Class A stock.

We allocate undistributed earnings based upon a 1 to 0.9 ratio per share to Class A stock and Class B stock, respectively. We allocate undistributed earnings based on this ratio due to historical dividend patterns, voting control of Class B shareholders and contractual limitations of dividends to Class B stock.

NOTE 12: DERIVATIVE FINANCIAL INSTRUMENTS

Our business operations give rise to certain market risk exposures mostly due to changes in commodity prices, foreign currency exchange rates and interest rates. We manage a portion of these risks through the use of derivative financial instruments 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 September 30, 2017.

We had the following aggregated outstanding notional amounts related to our derivative financial instruments:

				in millions, except soy meal tons
		Metric		September 30, 2017			October 1, 2016
Corn		Bushels		55			50
Soy Meal		Tons		475,200			389,700
Live Cattle		Pounds		211			28
Lean Hogs		Pounds		240			158
Foreign Currency		United States dollar		58			38

We recognize all derivative instruments as either assets or liabilities at fair value in the Consolidated Balance Sheets, with the exception of normal purchases and normal sales expected to result in physical delivery. For those derivative instruments that are designated and qualify as hedging instruments, we designate the hedging instrument based upon the exposure being hedged (i.e., cash flow hedge or fair value hedge). We designate certain forward contracts as follows:

•	Cash Flow Hedges – include certain commodity forward and option contracts of forecasted purchases (i.e., grains) and certain foreign exchange forward contracts.

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

Cash flow hedges

Derivative instruments are designated as hedges against changes in the amount of future cash flows related to procurement of certain commodities utilized in our production processes. 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 during fiscal 2017, 2016 and 2015. As of September 30, 2017, the net amounts expected to be reclassified into earnings within the next 12 months are pretax losses of $2 million. During fiscal 2017, 2016 and 2015, we did not reclassify significant pretax gains/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 in the Consolidated Statements of Income:

																			in millions
	Gain (Loss) Recognized in OCI on Derivatives												Consolidated Statements of Income Classification		Gain (Loss) Reclassified from OCI to Earnings
	2017				2016				2015						2017				2016				2015
Cash Flow Hedge – Derivatives designated as hedging instruments:
Commodity contracts	$	(3	)		$	(1	)		$	(4	)		Cost of Sales		$	(4	)		$	1			$	(7	)
Foreign exchange contracts	—				—				—				Other Income/Expense		—				—				—
Total	$	(3	)		$	(1	)		$	(4	)				$	(4	)		$	1			$	(7	)

Fair value hedges

We designate certain derivative contracts as fair value hedges of firm commitments to purchase live cattle for harvesting or feeder cattle for growout production. Our objective of these hedges is to minimize the risk of changes in fair value created by fluctuations in commodity prices associated with fixed price livestock firm commitments. For these derivative instruments we designate and qualify as a fair value hedge, the gain or loss on the derivative, as well as the offsetting gain or loss on the hedged item attributable to the hedged risk, are recognized in earnings in the same period. We include the gain or loss on the hedged items (i.e., livestock purchase firm commitments) in the same line item, Cost of Sales, as the offsetting gain or loss on the related livestock forward position.

				in millions
		Consolidated Statements of Income Classification		2017				2016				2015
Gain (Loss) on forwards		Cost of Sales		$	(20	)		$	89			$	17
Gain (Loss) on purchase contract		Cost of Sales		20				(89		)		(17		)

Ineffectiveness related to our fair value hedges was not significant during fiscal 2017, 2016 and 2015.

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.

The following table sets forth the pretax impact of the undesignated derivative instruments in the Consolidated Statements of Income:

								in millions
		Consolidated Statements of Income Classification		Gain (Loss) Recognized in Earnings
				2017				2016				2015
Derivatives not designated as hedging instruments:
Commodity contracts		Sales		$	111			$	(73	)		$	(62	)
Commodity contracts		Cost of Sales		(95		)		17				(33		)
Foreign exchange contracts		Other Income/Expense		—				2				(4		)
Total				$	16			$	(54	)		$	(99	)

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

NOTE 13: FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy contains three levels as follows:

Level 1 — Unadjusted quoted prices available in active markets for the identical assets or liabilities at the measurement date.

Level 2 — Other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly, including:

•	Quoted prices for similar assets or liabilities in active markets;

•	Quoted prices for identical or similar assets in non-active markets;

•	Inputs other than quoted prices that are observable for the asset or liability; and

•	Inputs derived principally from or corroborated by other observable market data.

Level 3 — Unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions.

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
September 30, 2017	Level 1				Level 2				Level 3				Netting (a)				Total
Assets:
Derivative Financial Instruments:
Designated as hedges	$	—			$	10			$	—			$	(1	)		$	9
Undesignated	—				24				—				(3		)		21
Available for Sale Securities:
Current	—				2				1				—				3
Non-current	—				45				50				—				95
Deferred Compensation Assets	23				272				—				—				295
Total Assets	$	23			$	353			$	51			$	(4	)		$	423
Liabilities:
Derivative Financial Instruments:
Designated as hedges	$	—			$	9			$	—			$	(9	)		$	—
Undesignated	—				21				—				(17		)		4
Total Liabilities	$	—			$	30			$	—			$	(26	)		$	4
October 1, 2016	Level 1				Level 2				Level 3				Netting (a)				Total
Assets:
Derivative Financial Instruments:
Designated as hedges	$	—			$	72			$	—			$	(27	)		$	45
Undesignated	—				38				—				(34		)		4
Available for Sale Securities:
Current	—				2				2				—				4
Non-current	—				38				55				—				93
Deferred Compensation Assets	18				236				—				—				254
Total Assets	$	18			$	386			$	57			$	(61	)		$	400
Liabilities:
Derivative Financial Instruments:
Designated as hedges	$	—			$	1			$	—			$	(1	)		$	—
Undesignated	—				68				—				(68		)		—
Total Liabilities	$	—			$	69			$	—			$	(69	)		$	—

(a)

Our derivative assets and liabilities are presented in our Consolidated Balance Sheets on a net basis when a legally enforceable master netting arrangement exists between the counterparty to a derivative contract and us. At September 30, 2017, and October 1, 2016, we had $22 million and $8 million, respectively, of cash collateral posted with various counterparties where master netting arrangements exist and held no cash collateral.

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

					in millions
	September 30, 2017				October 1, 2016
Balance at beginning of year	$	57			$	61
Total realized and unrealized gains (losses):
Included in earnings	—				—
Included in other comprehensive income (loss)	(1		)		—
Purchases	13				12
Issuances	—				—
Settlements	(18		)		(16		)
Balance at end of year	$	51			$	57
Total gains (losses) for the periods included in earnings attributable to the change in unrealized gains (losses) relating to assets and liabilities still held at end of year	$	—			$	—

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

Derivative Assets and Liabilities: Our derivative financial instruments primarily include exchange-traded and over-the-counter contracts which are further described in Note 12: Derivative Financial Instruments. We record our derivative financial instruments at fair value using quoted market prices adjusted for credit and non-performance risk and internal models that use as their basis readily observable market inputs including current and forward market prices. 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 Balance Sheets and primarily include certificates of deposit and commercial paper. All other marketable debt securities are included in Other Assets in the Consolidated Balance Sheets and have maturities ranging up to 32 years. We classify our investments in United States government, United States agency, certificates of deposit and commercial paper debt securities as Level 2 as fair value is generally estimated using discounted cash flow models that are primarily industry-standard models that consider various assumptions, including time value and yield curve as well as other readily available relevant economic measures. We classify certain corporate, asset-backed and other debt securities as Level 3 as there is limited activity or less observable inputs into valuation models, including current interest rates and estimated prepayment, default and recovery rates on the underlying portfolio or structured investment vehicle. Significant changes to assumptions or unobservable inputs in the valuation of our Level 3 instruments would not have a significant impact to our consolidated financial statements.

																	in millions
	September 30, 2017												October 1, 2016
	Amortized Cost Basis				Fair Value				Unrealized Gain/(Loss)				Amortized Cost Basis				Fair Value				Unrealized Gain/(Loss)
Available for Sale Securities:
Debt Securities:
United States Treasury and Agency	$	47			$	47			$	—			$	40			$	40			$	—
Corporate and Asset-Backed	51				51				—				56				57				1

Unrealized holding gains (losses), net of tax, are excluded from earnings and reported in OCI until the security is settled or sold. On a quarterly basis, we evaluate whether losses related to our available-for-sale securities are temporary in nature. Losses on equity securities are recognized in earnings if the decline in value is judged to be other than temporary. If losses related to our debt securities are determined to be other than temporary, the loss would be recognized in earnings if we intend, or more likely than not will be required, to sell the security prior to recovery. For debt securities in which we have the intent and ability to hold until maturity, losses determined to be other than temporary would remain in OCI, other than expected credit losses which are recognized in earnings. We consider many factors in determining whether a loss is temporary, including the length of time and extent to which the fair value has been below cost, the financial condition and near-term prospects of the issuer and our ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery. We recognized no other than temporary impairment in earnings for fiscal 2017 and fiscal 2016. No other than temporary losses were deferred in OCI as of September 30, 2017, and October 1, 2016.

Deferred Compensation Assets: We maintain non-qualified deferred compensation plans for certain executives and other highly compensated employees. Investments are generally maintained within a trust and include money market funds, mutual funds and life insurance policies. The cash surrender value of the life insurance policies is invested primarily in mutual funds. The investments are recorded at fair value based on quoted market prices and are included in Other Assets in the Consolidated Balance Sheets. We classify the investments which have observable market prices in active markets in Level 1 as these are generally publicly-traded mutual funds. The remaining deferred compensation assets are classified in Level 2, as fair value can be corroborated based on observable market data. Realized and unrealized gains (losses) on deferred compensation are included in earnings.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

In addition to assets and liabilities that are recorded at fair value on a recurring basis, we record assets and liabilities at fair value on a nonrecurring basis. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges.

In the fourth quarter of fiscal 2017, we recorded an impairment charge totaling $45 million, related to one of the non-protein businesses held for sale, due to a revised estimate of the business’ fair value based on current expected net sales proceeds. The impairment charge was recorded in Cost of Sales in our Consolidated Statement of Income for fiscal 2017, and consisted of Goodwill and Intangible Assets previously classified within Assets held for sale. Our valuation included unobservable Level 3 inputs and was based on expected sales proceeds following a competitive bidding process.

In the second quarter of fiscal 2017, we recorded a $52 million impairment charge related to our San Diego Prepared Foods operation. The impairment was comprised of $43 million of property, plant and equipment, $8 million of definite lived intangibles assets and $1 million of other assets. This charge, of which $44 million was included in the Consolidated Statements of Income in Cost of Sales and $8 million was included in the Consolidated Statements of Income in Selling, General and Administrative, was triggered by a change in a co-manufacturing contract and ongoing losses. Our valuation of these assets was primarily based on discounted cash flows and relief-from-royalty models, which included unobservable Level 3 inputs.

We did not have any significant measurements of assets or liabilities at fair value on a nonrecurring basis subsequent to their initial recognition during fiscal 2016.

In fiscal 2015, to better align our overall production capacity with then-current cattle supplies, we ceased beef operations at our Denison, Iowa, plant. As a result, we recorded a $12 million closure and impairment charges during the fourth quarter of fiscal 2015. These charges impacted the Beef segment’s operating income and were reflected in Cost of Sales in our Consolidated Statements of Income. Our valuation of these assets was primarily based on discounted cash flow models which included unobservable Level 3 inputs.

In fiscal 2015, we recorded a $59 million impairment and other related charges associated with a Prepared Foods project designed to optimize the combined Tyson and Hillshire Brands network capacity and to enhance manufacturing efficiencies for the future. These charges were reflected in the Prepared Foods segment’s operating income, of which $49 million was included in the Consolidated Statements of Income in Cost of Sales and $10 million was included in the Consolidated Statements of Income in Selling, General and Administrative. Our valuation of these assets was primarily based on discounted cash flow models which included unobservable Level 3 inputs.

Following the sale of our Mexico and Brazil chicken operations in fiscal 2015, we reviewed our long-term business strategy and outlook for the remaining international businesses, which operations include our chicken production operations in China and India. We assessed our Chinese operation for a potential impairment in fiscal 2015 and as a result of this evaluation, we recorded a $169 million charge to impair its long-lived assets to their fair value and to fully impair its goodwill. The China operation is included in Other for segment reporting and the impairment was included in Cost of Sales in the Consolidated Statements of Income. This impairment was comprised of $126 million of property, plant and equipment, $23 million of goodwill and $20 million of other assets. We utilized a discounted cash flow analysis which included unobservable Level 3 inputs.

Other Financial Instruments

Fair value of our debt is principally estimated using Level 2 inputs based on quoted prices for those or similar instruments. Fair value and carrying value for our debt are as follows:

									in millions
	September 30, 2017								October 1, 2016
	Fair Value				Carrying Value				Fair Value				Carrying Value
Total Debt	$	10,591			$	10,203			$	6,698			$	6,279

Concentrations of Credit Risk

Our financial instruments exposed to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Our cash equivalents are in high quality securities placed with major banks and financial institutions. Concentrations of credit risk with respect to receivables are limited due to the large number of customers and their dispersion across geographic areas. We perform periodic credit evaluations of our customers’ financial condition and generally do not require collateral. At September 30, 2017, and October 1, 2016, 18.6% and 18.9%, respectively, of our net accounts receivable balance was due from Wal-Mart Stores, Inc. No other single customer or customer group represented greater than 10% of net accounts receivable.

NOTE 14: STOCK-BASED COMPENSATION

We issue shares under our stock-based compensation plans by issuing Class A stock from treasury. The total number of shares available for future grant under the Tyson Foods, Inc. 2000 Stock Incentive Plan (Incentive Plan) was 18,094,438 at September 30, 2017.

Stock Options

Shareholders approved the Incentive Plan in January 2001. The Incentive Plan is administered by the Compensation and Leadership Development Committee of the Board of Directors (Compensation Committee). The Incentive Plan includes provisions for granting incentive stock options for shares of Class A stock at a price not less than the fair value at the date of grant. Nonqualified stock options may be granted at a price equal to or more than the fair value of Class A stock on the date the option is granted. Stock options under the Incentive Plan generally become exercisable ratably over three years from the date of grant and must be exercised within 10 years from the date of grant. Our policy is to recognize compensation expense on a straight-line basis over the requisite service period for the entire award.

	Shares Under Option			Weighted Average Exercise Price Per Share				Weighted Average Remaining Contractual Life (in Years)		Aggregate Intrinsic Value (in millions)
Outstanding, October 1, 2016	11,191,656			$	33.74
Exercised	(5,172,485	)		31.17
Forfeited or expired	(87,361	)		53.18
Granted	1,615,708			58.34
Outstanding, September 30, 2017	7,547,518			40.54				7.0		$	226
Exercisable, September 30, 2017	4,152,777			$	32.15			6.0		$	159

We generally grant stock options once a year. The weighted average grant-date fair value of options granted in fiscal 2017, 2016 and 2015 was $13.42, $11.47 and $11.51, respectively. The fair value of each option grant is established on the date of grant using a binomial lattice method. We use historical volatility for a period of time comparable to the expected life of the option to determine volatility assumptions. Expected life is calculated based on the contractual term of each grant and takes into account the historical exercise and termination behavior of participants. Risk-free interest rates are based on the five-year Treasury bond rate. Assumptions as of the grant date used in the fair value calculation of each year’s grants are outlined in the following table.

	2017			2016			2015
Expected life (in years)	5.4			6.4			6.1
Risk-free interest rate	1.8	%		1.6	%		1.6	%
Expected volatility	24.7	%		24.8	%		26.7	%
Expected dividend yield	1.3% - 1.4%			1.2% - 2.6%			1.0	%

We recognized stock-based compensation expense related to stock options, net of income taxes, of $22 million, $23 million and $27 million for fiscal 2017, 2016 and 2015, respectively. The related tax benefit for fiscal 2017, 2016 and 2015 was $14 million, $15 million and $17 million, respectively. We had 4.1 million, 3.8 million and 3.8 million options vest in fiscal 2017, 2016 and 2015, respectively, with a grant date fair value of $47 million, $38 million and $32 million, respectively.

In fiscal 2017, 2016 and 2015, we received cash of $154 million, $128 million and $84 million, respectively, for the exercise of stock options. Shares are issued from treasury for stock option exercises. The related tax benefit realized from stock options exercised during fiscal 2017, 2016 and 2015, was $65 million, $80 million and $30 million, respectively. The total intrinsic value of options exercised in fiscal 2017, 2016 and 2015, was $164 million, $204 million and $79 million, respectively. Cash flows resulting from tax deductions in excess of the compensation cost of those options (excess tax deductions) are classified as financing cash flows. We realized $42 million, $58 million and $19 million related to excess tax deductions during fiscal 2017, 2016 and 2015, respectively.

As of September 30, 2017, we had $15 million of total unrecognized compensation cost related to stock option plans that will be recognized over a weighted average period of 1 year.

Restricted Stock

We issue restricted stock at the market value as of the date of grant, with restrictions expiring over periods through fiscal 2019. Unearned compensation is recognized over the vesting period for the particular grant using a straight-line method.

	Number of Shares			Weighted Average Grant- Date Fair Value Per Share				Weighted Average Remaining Contractual Life (in Years)		Aggregate Intrinsic Value (in millions)
Nonvested, October 1, 2016	1,602,866			$	43.45
Granted	734,954			58.96
Dividends	25,751			50.64
Vested	(506,773	)		37.64
Forfeited	(141,698	)		52.02
Nonvested, September 30, 2017	1,715,100			$	51.21			1.3		$	121

As of September 30, 2017, we had $38 million of total unrecognized compensation cost related to restricted stock awards that will be recognized over a weighted average period of 2 years.

We recognized stock-based compensation expense related to restricted stock, net of income taxes, of $18 million, $14 million and $9 million for fiscal 2017, 2016 and 2015, respectively. The related tax benefit for fiscal 2017, 2016 and 2015 was $11 million, $9 million and $6 million, respectively. We had 0.5 million, 0.2 million and 0.5 million restricted stock awards vest in fiscal 2017, 2016 and 2015, respectively, with a grant date fair value of $19 million, $4 million and $10 million, respectively.

Performance-Based Shares

We award performance-based shares of our Class A stock to certain employees. These awards are typically granted once a year. Performance-based shares vest based upon the passage of time and the achievement of performance or market performance criteria, ranging from 0% to 200%, as determined by the Compensation Committee prior to the date of the award. Vesting periods for these awards are three years. We review progress toward the attainment of the performance criteria each quarter during the vesting period. When it is probable the minimum performance criteria for an award will be achieved, we begin recognizing the expense equal to the proportionate share of the total fair value of the Class A stock price on the grant date. The total expense recognized over the duration of performance awards will equal the Class A stock price on the date of grant multiplied by the number of shares ultimately awarded based on the level of attainment of the performance criteria. For grants with market performance criteria, the fair value is determined on the grant date and is calculated using the same inputs for expected volatility, expected dividend yield, and risk-free rate as stock options, noted above, with a duration of three years. The total expense recognized over the duration of the award will equal the fair value, regardless if the market performance criteria is met.

The following table summarizes the performance-based shares at the maximum award amounts based upon the respective performance share agreements. Actual shares that will vest depend on the level of attainment of the performance-based criteria.

	Number of Shares			Weighted Average Grant- Date Fair Value Per Share				Weighted Average Remaining Contractual Life (in Years)		Aggregate Intrinsic Value (in millions)
Nonvested, October 1, 2016	2,147,069			$	48.15
Granted	965,687			47.73
Vested	(389,797	)		18.62
Forfeited	(565,844	)		38.05
Nonvested, September 30, 2017	2,157,115			$	38.92			1.3		$	152

We recognized stock-based compensation expense related to performance shares, net of income taxes, of $16 million, $11 million and $5 million for fiscal 2017, 2016 and 2015, respectively. The related tax benefit for fiscal 2017, 2016 and 2015 was $10 million, $7 million and $3 million, respectively. As of September 30, 2017, we had $33 million of total unrecognized compensation based upon our progress toward the attainment of criteria related to performance-based share awards that will be recognized over a weighted average period of 2 years.

NOTE 15: PENSIONS AND OTHER POSTRETIREMENT BENEFITS

At September 30, 2017, we had nine defined benefit pension plans consisting of six funded qualified plans, which are all frozen and noncontributory, and three unfunded non-qualified plans. The benefits provided under these plans are based on a formula using years of service and either a specified benefit rate or compensation level. The non-qualified defined benefit plans are for certain contracted officers and use a formula based on years of service and final average salary. We also have other postretirement benefit plans for which substantially all of our employees may receive benefits if they satisfy applicable eligibility criteria. The postretirement healthcare plans are contributory with participants’ contributions adjusted when deemed necessary.

We have defined contribution retirement programs for various groups of employees. We recognized expenses of $78 million, $67 million and $62 million in fiscal 2017, 2016 and 2015, respectively.

We use a fiscal year end measurement date for our defined benefit plans and other postretirement plans. We recognize the effect of actuarial gains and losses into earnings immediately for other postretirement plans rather than amortizing the effect over future periods.

Other postretirement benefits include postretirement medical costs and life insurance.

In the second quarter of fiscal 2017, we issued a notice of intent to terminate two of our qualified pension plans with a termination date of April 30, 2017. The settlements of the terminated plans are expected to occur in the fourth quarter of fiscal 2018 or the first quarter of fiscal 2019, through purchased annuities. Since the amount of the settlement depends on a number of factors determined as of the liquidation date, including the annuity pricing interest rate environment and asset experience, we are currently unable to determine the ultimate cost of the settlement. However, based on current market rates the one-time settlement charge at final liquidation is estimated to be in the range of approximately $25 million to $30 million. Contributions to purchase annuities at the time of settlement are expected to be minimal based upon the funded status of each plan at September 30, 2017.

Benefit Obligations and Funded Status

The following table provides a reconciliation of the changes in the plans’ benefit obligations, assets and funded status at September 30, 2017, and October 1, 2016:

																	in millions
	Pension Benefits																Other Postretirement
	Qualified								Non-Qualified								Benefits
	2017				2016				2017				2016				2017				2016
Change in benefit obligation
Benefit obligation at beginning of year	$	1,554			$	1,785			$	222			$	201			$	36			$	114
Service cost	2				8				11				6				1				1
Interest cost	57				65				8				9				1				3
Plan amendments	—				—				—				—				—				(58		)
Plan participants’ contributions	—				—				—				—				—				1
Actuarial (gain)/loss	(52		)		21				1				16				(1		)		(15		)
Benefits paid	(84		)		(339		)		(12		)		(10		)		(4		)		(10		)
Other	—				14				—				—				—				—
Benefit obligation at end of year	1,477				1,554				230				222				33				36
Change in plan assets
Fair value of plan assets at beginning of year	1,440				1,576				—				—				—				—
Actual return on plan assets	115				135				—				—				—				—
Employer contributions	41				54				12				10				4				9
Plan participants’ contributions	—				—				—				—				—				1
Benefits paid	(84		)		(339		)		(12		)		(10		)		(4		)		(10		)
Other	—				14				—				—				—				—
Fair value of plan assets at end of year	1,512				1,440				—				—				—				—
Funded status	$	35			$	(114	)		$	(230	)		$	(222	)		$	(33	)		$	(36	)

Amounts recognized in the Consolidated Balance Sheets consist of:

																	in millions
	Pension Benefits																Other Postretirement
	Qualified								Non-Qualified								Benefits
	2017				2016				2017				2016				2017				2016
Other assets	$	44			$	—			$	—			$	—			$	—			$	—
Other current liabilities	—				—				(11		)		(9		)		(3		)		(4		)
Other liabilities	(9		)		(114		)		(219		)		(213		)		(30		)		(32		)
Total assets (liabilities)	$	35			$	(114	)		$	(230	)		$	(222	)		$	(33	)		$	(36	)

Amounts recognized in Accumulated Other Comprehensive Income consist of:

																	in millions
	Pension Benefits																Other Postretirement
	Qualified								Non-Qualified								Benefits
	2017				2016				2017				2016				2017				2016
Accumulated other comprehensive (income)/loss:
Actuarial (gain) loss	$	(94	)		$	17			$	50			$	55			$	—			$	—
Prior service (credit) (a)	—				—				—				—				(73		)		(98		)
Total accumulated other comprehensive (income)/loss:	$	(94	)		$	17			$	50			$	55			$	(73	)		$	(98	)

(a)	The change in prior service credit is primarily attributed to the plan amendments to the other postretirement benefits as noted within the change in benefit obligation with remainder of the change being immaterial.

We had five and eight pension plans at September 30, 2017, and October 1, 2016, respectively, that had an accumulated benefit obligation in excess of plan assets. Plans with accumulated benefit obligations in excess of plan assets are as follows:

									in millions
	Pension Benefits
	Qualified								Non-Qualified
	2017				2016				2017				2016
Projected benefit obligation	$	361			$	1,550			$	230			$	222
Accumulated benefit obligation	361				1,550				220				207
Fair value of plan assets	352				1,436				—				—

The accumulated benefit obligation for all qualified pension plans was $1,477 million and $1,554 million at September 30, 2017, and October 1, 2016, respectively.

Net Periodic Benefit Cost (Credit)

Components of net periodic benefit cost (credit) for pension and postretirement benefit plans recognized in the Consolidated Statements of Income are as follows:

																													in millions
	Pension Benefits																								Other Postretirement
	Qualified												Non-Qualified												Benefits
	2017				2016				2015				2017				2016				2015				2017				2016				2015
Service cost	$	2			$	8			$	10			$	11			$	6			$	8			$	1			$	1			$	5
Interest cost	57				65				78				8				9				8				1				3				7
Expected return on plan assets	(59		)		(65		)		(102		)		—				—				—				—				—				—
Amortization of prior service cost	—				—				—				—				—				—				(25		)		(20		)		(1		)
Recognized actuarial loss (gain), net	1				2				2				6				5				4				(1		)		(15		)		9
Recognized settlement loss (gain)	2				(12		)		8				—				—				—				—				—				(2		)
Net periodic benefit cost (credit)	$	3			$	(2	)		$	(4	)		$	25			$	20			$	20			$	(24	)		$	(31	)		$	18

As of September 30, 2017, the amounts expected to be reclassified into earnings within the next 12 months related to net periodic benefit cost for the qualified and non-qualified pension plans, excluding pending settlements, are $1 million and $4 million, respectively. As of September 30, 2017, the amount expected to be reclassified into earnings within the next 12 months related to net periodic benefit credit for the other postretirement benefits is $25 million.

Assumptions

Weighted average assumptions are as follows:

	Pension Benefits																		Other Postretirement
	Qualified									Non-Qualified									Benefits
	2017			2016			2015			2017			2016			2015			2017			2016			2015
Discount rate to determine net periodic benefit cost	3.72	%		4.47	%		4.32	%		3.77	%		4.41	%		4.36	%		3.09	%		3.54	%		3.97	%
Discount rate to determine benefit obligations	3.85	%		3.72	%		4.47	%		3.88	%		3.77	%		4.41	%		3.39	%		3.09	%		3.54	%
Rate of compensation increase	n/a			n/a			0.01	%		2.44	%		2.46	%		2.31	%		n/a			n/a			n/a
Expected return on plan assets	4.21	%		4.15	%		4.61	%		n/a			n/a			n/a			n/a			n/a			n/a

To determine the expected return on plan assets assumption, we first examined historical rates of return for the various asset classes within the plans. We then determined a long-term projected rate-of-return based on expected returns.

Our discount rate assumptions used to account for pension and other postretirement benefit plans reflect the rates at which the benefit obligations could be effectively settled. These were determined using a cash flow matching technique whereby the rates of a yield curve, developed from high-quality debt securities, were applied to the benefit obligations to determine the appropriate discount rate. As of September 30, 2017 and October 1, 2016, all pension and other postretirement benefit plans used the RP-2014 mortality tables.

We have five other postretirement benefit plans which are healthcare and life insurance related. Two of these plans, which benefit obligations totaled $19 million at September 30, 2017, were not impacted by healthcare cost trend rates as one consists of fixed annual payments and one is life insurance related. Two of the healthcare plans, which benefit obligations totaled $1 million at September 30, 2017, were not impacted by healthcare cost trend rates due to plan amendments. The remaining plan, which the benefit obligation totaled $13 million at September 30, 2017, utilized assumed healthcare cost trend rates of 9.1% and 7.3% for retirees who qualify and do not qualify for Medicare, respectively. The healthcare cost trend rate will be grading down to an ultimate rate of 4.5% in 2024/2025.

A one-percentage-point change in assumed health-care cost trend rates would have the following effects:

					in millions
	One Percentage Point Increase				One Percentage Point Decrease
Effect on postretirement benefit obligation	$	1			$	1

Plan Assets

The following table sets forth the actual and target asset allocation for pension plan assets:

	2017			2016			Target Asset Allocation
Cash	1.1	%		0.9	%		—	%
Fixed Income Securities	87.4			85.4			91.5
United States Stock Funds	3.5			3.7			2.4
International Stock Funds	5.6			6.2			4.0
Real Estate	2.4			3.8			2.1
Total	100.0	%		100.0	%		100.0	%

Additionally, one of our foreign subsidiary pension plans had $28 million in plan assets held in an insurance trust at September 30, 2017, and October 1, 2016.

The plan trustees have established a set of investment objectives related to the assets of the domestic pension plans and regularly monitor the performance of the funds and portfolio managers. Objectives for the pension assets are (i) to provide growth of capital and income, (ii) to achieve a target weighted average annual rate of return competitive with funds with similar investment objectives and (iii) to diversify to reduce risk. The target asset allocations are based upon the funded status of the plans. As pension obligations become better funded, we will lower risk by increasing the allocation to fixed income.

Our domestic plan assets consist mainly of common collective trusts which are primarily comprised of fixed income funds, equity securities and other investments. Fixed income securities can include, but are not limited to, direct bond investments, and pooled or indirect bond investments. Other investments may include, but are not limited to, international and domestic equities, real estate, commodities and private equity. Derivative instruments may also be used in concert with either fixed income or equity investments to achieve desired exposure or to hedge certain risks. Derivative instruments can include, but are not limited to, futures, options, swaps or swaptions. Our domestic plan assets also include mutual funds. We believe there are no significant concentrations of risk within our plan assets as of September 30, 2017.

The following tables show the categories of pension plan assets and the level under which fair values were determined in the fair value hierarchy, which is described in Note 13: Fair Value Measurements.

	in millions
September 30, 2017	Level 1				Level 2				Level 3				Total
Cash and cash equivalents	$	15			$	—			$	—			$	15
Insurance contract at contract value (a)	—				—				28				28
Total assets in fair value hierarchy	$	15			$	—			$	28			$	43
Investments measured at net asset value:
Common collective trusts (b)													1,469
Total plan assets													$	1,512

	in millions
October 1, 2016	Level 1				Level 2				Level 3				Total
Cash and cash equivalents	$	13			$	—			$	—			$	13
Insurance contract at contract value (a)	—				—				28				28
Total assets in fair value hierarchy	$	13			$	—			$	28			$	41
Investments measured at net asset value:
Common collective trusts (b)													1,399
Total plan assets													$	1,440

(a)

We classify insurance contracts as Level 3 as there is limited activity or less observable inputs into valuation models, including current interest rates and estimated prepayment, default and recovery rates on the underlying portfolio or structured investment vehicle. The insurance contracts are valued using the plan’s own assumptions about the assumptions market participants would use in pricing the assets based on the best information available, such as investment manager pricing. Significant changes to assumptions or unobservable inputs in the valuation of our Level 3 instruments would not have a significant impact to our consolidated financial statements.

(b)

Funds that are measured at fair value using the net asset value (NAV) per share practical expedient have not been categorized in the fair value hierarchy. The amounts presented above are intended to permit reconciliation of the fair value hierarchy to the fair value of total plan assets in order to determine the amounts included in Other Assets and Other Liabilities in the Consolidated Balance Sheets.

A reconciliation of the change in the fair value measurement of the defined benefit plans’ consolidated assets using significant unobservable inputs (Level 3) is as follows:

						in millions
		Insurance contract				Total
Balance at October 1, 2016		$	28			$	28
Actual return on plan assets:
Assets still held at reporting date		—				—
Assets sold during the period		—				—
Purchases, sales and settlements, net		—				—
Transfers in and/or out of Level 3		—				—
Balance at September 30, 2017		$	28			$	28

Contributions

Our policy is to fund at least the minimum contribution required to meet applicable federal employee benefit and local tax laws. In our sole discretion, we may from time to time fund additional amounts. Expected contributions to pension plans for fiscal 2018 are approximately $38 million. For fiscal 2017, 2016 and 2015, we funded $53 million, $64 million and $14 million plans, respectively, to pension plans.

Estimated Future Benefit Payments

The following benefit payments are expected to be paid:

									in millions
	Pension Benefits								Other Postretirement
	Qualified				Non-Qualified				Benefits
2018	$	82			$	11			$	3
2019	83				11				3
2020	83				12				3
2021	84				12				3
2022	85				13				3
2023-2027	431				68				13

The above benefit payments for other postretirement benefit plans are not expected to be offset by Medicare Part D subsidies in fiscal 2018.

The above 2018 benefit payments do not include anticipated payments for a plan termination within two of our qualified pension plans. The plan termination process for these plans began on April, 30, 2017, and full settlement is expected to occur in the fourth quarter of fiscal 2018 or the first quarter of fiscal 2019.

Multi-Employer Plans

Additionally, we participate in a multi-employer plan that provides defined benefits to certain employees covered by collective bargaining agreements. Such plans are usually administered by a board of trustees composed of the management of the participating companies and labor representatives.

The risks of participating in multi-employer plans are different from single-employer plans. Assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers. If a participating employer stops contributing to the plan, the unfunded obligation of the plan may be borne by the remaining participating employers. If we stop participating in a plan, we may be required to pay that plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability. Contributions to the pension funds were not in excess of 5% of the total plan contributions for plan year 2017.

The net pension cost of the plan is equal to the annual contribution determined in accordance with the provisions of negotiated labor contracts. Contributions to the plan were $2 million and $1 million in fiscal 2017 and 2016, respectively. Assets contributed to such plans are not segregated or otherwise restricted to provide benefits only to our employees. The future cost of the plan is dependent on a number of factors including the funded status of the plan and the ability of the other participating companies to meet ongoing funding obligations.

Our participation in this multi-employer plan for fiscal 2017 is outlined below. The EIN/Pension Plan Number column provides the Employer Identification Number (EIN) and the three-digit plan number. Unless otherwise noted, the most recent Pension Protection Act ("PPA") zone status available in fiscal 2017 and fiscal 2016 is for the plan's year beginning January 1, 2017, and 2016, respectively. The zone status is based on information that we have received from the plan and is certified by the plan's actuaries. The zone status is a secondary classification, critical and declining, within the red zone for fiscal 2017. Among other factors, plans in the red zone are generally less than 65 percent funded. Plans that are critical and declining status are projected to have an accumulated funding deficiency. The FIP/RP Status column indicates plans for which a financial improvement plan (FIP) or rehabilitation plan (RP) is either pending or has been implemented. The last column lists the expiration date(s) of the collective-bargaining agreements to which the plan is subject. There have been no significant changes that affect the comparability of contributions from year to year.

In addition to regular contributions, we could be obligated to pay additional contributions (known as complete or partial withdrawal liabilities) if it has unfunded vested benefits.

			PPA Zone Status				FIP/RP Status		Contributions (in millions)			Surcharge Imposed
Pension Fund Plan Name	EIN/Pension Plan Number		2017		2016		Implemented		2017	2016		2017		Expiration Date of Collective Bargaining Agreement(a)
Bakery and Confectionery Union and Industry International Pension Fund	52-6118572/001		Red		Red		Nov 2012		$2	$1		10%		October 2015

(a) Renewal negotiations are in progress.

NOTE 16: COMPREHENSIVE INCOME (LOSS)

The components of accumulated other comprehensive loss are as follows:

					in millions
	2017				2016
Accumulated other comprehensive income (loss), net of taxes:
Unrealized net hedging loss	$	(2	)		$	(2	)
Unrealized net gain on investments	—				1
Currency translation adjustment	(53		)		(59		)
Postretirement benefits reserve adjustments	71				15
Total accumulated other comprehensive loss	$	16			$	(45	)

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

																						in millions
		2017										2016										2015
		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 cost of sales		$	4		$	(2	)	$	2			$	(1	)	$	1		$	—			$	7		$	(3	)	$	4
Unrealized gain (loss)		(3		)	1			(2		)		(1		)	—			(1		)		(4		)	2			(2		)
Investments:
(Gain) loss reclassified to other income/expense		—			—			—				—			—			—				(21		)	8			(13		)
Unrealized gain (loss)		(1		)	—			(1		)		(1		)	1			—				21			(9		)	12
Currency translation:
Translation loss reclassified to cost of sales (a)		—			—			—				—			—			—				115			(8		)	107
Translation adjustment		6			—			6				5			(1		)	4				(86		)	15			(71		)
Postretirement benefits		91			(35		)	56				67			(25		)	42				32			(12		)	20
Total other comprehensive income (loss)		$	97		$	(36	)	$	61			$	69		$	(24	)	$	45			$	64		$	(7	)	$	57

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

NOTE 17: SEGMENT REPORTING

We operate in four reportable segments: Beef, Pork, Chicken, and Prepared Foods. We measure segment profit as operating income (loss). Other primarily includes our foreign chicken production operations in China and India, third-party merger and integration costs and corporate overhead related to Tyson New Ventures, LLC.

On June 7, 2017, we acquired AdvancePierre, a producer and distributor of value-added, convenient, ready-to-eat sandwiches, sandwich components and other entrées and snacks. AdvancePierre's results from operations subsequent to the acquisition closing are included in the Prepared Foods and 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 food retailers, foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, healthcare facilities, the military and other food processors, as well as to international export markets. This segment also includes sales from allied products such as hides and variety meats, as well as logistics operations to move products through the supply chain.

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

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

Prepared Foods: Prepared Foods includes our operations related to manufacturing and marketing frozen and refrigerated food products and logistics operations to move products through the supply chain. This segment includes brands such as Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, State Fair®, Van's®, Sara Lee® and Chef Pierre®, as well as artisanal brands Aidells®, Gallo Salame®, and Golden Island®. Products primarily include ready-to-eat sandwiches, sandwich components such as flame-grilled hamburgers and Philly steaks, pepperoni, bacon, breakfast sausage, turkey, lunchmeat, hot dogs, pizza crusts and toppings, flour and corn tortilla products, desserts, appetizers, snacks, prepared meals, ethnic foods, soups, sauces, side dishes, meat dishes, breadsticks and processed meats. Products are marketed domestically to food retailers, foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, healthcare facilities, the military and other food processors, as well as to international export markets.

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

Information on segments and a reconciliation to income from continuing operations before income taxes are as follows:

	in millions
	Beef				Pork				Chicken				Prepared Foods				Other				Intersegment Sales				Consolidated
Fiscal 2017
Sales	$	14,823			$	5,238			$	11,409			$	7,853			$	349			$	(1,412	)		$	38,260
Operating Income (Loss)	877				645				1,053				462				(106		)						2,931
Total Other (Income) Expense																									303
Income before Income Taxes																									2,628
Depreciation and amortization	92				36				296				315				9								748
Total Assets	2,938				1,132				6,630				13,466				3,900								28,066
Additions to property, plant and equipment	118				101				492				229				129								1,069
Fiscal 2016
Sales	$	14,513			$	4,909			$	10,927			$	7,346			$	380			$	(1,194	)		$	36,881
Operating Income (Loss)	347				528				1,305				734				(81		)						2,833
Total Other (Income) Expense																									235
Income before Income Taxes																									2,598
Depreciation and amortization	94				33				274				286				10								697
Total Assets	2,764				1,039				5,836				11,814				920								22,373
Additions to property, plant and equipment	99				68				281				178				69								695
Fiscal 2015
Sales	$	17,236			$	5,262			$	11,390			$	7,822			$	879			$	(1,216	)		$	41,373
Operating Income (Loss)	(66		)		380				1,366				588				(99		)						2,169
Total Other (Income) Expense																									248
Income before Income Taxes																									1,921
Depreciation and amortization	97				31				272				280				21								701
Total Assets	3,009				927				5,731				12,006				1,296								22,969
Additions to property, plant and equipment	113				50				405				167				119								854

The Beef segment had sales of $386 million, $327 million and $351 million for fiscal 2017, 2016 and 2015, respectively, from transactions with other operating segments. The Pork segment had sales of $966 million, $840 million and $847 million for fiscal 2017, 2016 and 2015, respectively, from transactions with other operating segments. The Chicken segment had sales of $60 million, $27 million and $18 million for fiscal 2017, 2016 and 2015, respectively, from transactions with other operating segments. The aforementioned sales from intersegment transactions, which were at market prices, were included in the segment sales in the above table.

Our largest customer, Wal-Mart Stores, Inc., accounted for 17.3%, 17.5% and 16.8% of consolidated sales in fiscal 2017, 2016 and 2015, respectively. Sales to Wal-Mart Stores, Inc. were included in all the segments. Any extended discontinuance of sales to this customer could, if not replaced, have a material impact on our operations.

The majority of our operations are domiciled in the United States. Approximately 98%, 98% and 97% of sales to external customers for fiscal 2017, 2016 and 2015, respectively, were sourced from the United States. Approximately $21.6 billion and $17.3 billion of long-lived assets were located in the United States at September 30, 2017, and October 1, 2016, respectively. Excluding goodwill and intangible assets, long-lived assets located in the United States totaled approximately $6.0 billion and $5.6 billion at September 30, 2017, and October 1, 2016, respectively. Approximately $217 million and $204 million of long-lived assets were located in foreign countries, primarily Brazil, China, European Union and India, at September 30, 2017, and October 1, 2016, respectively. Excluding goodwill and intangible assets, long-lived assets in foreign countries totaled approximately $193 million and $180 million at September 30, 2017, and October 1, 2016, respectively.

We sell certain products in foreign markets, primarily Canada, Central America, China, the European Union, Japan, Mexico, the Middle East, South Korea, and Taiwan. Our export sales from the United States totaled $3.9 billion, $3.5 billion and $4.1 billion for fiscal 2017, 2016 and 2015, respectively. Substantially all of our export sales are facilitated through unaffiliated brokers, marketing associations and foreign sales staffs. Sales of products produced in a country other than the United States were less than 10% of consolidated sales for each of fiscal 2017, 2016 and 2015.

NOTE 18: SUPPLEMENTAL CASH FLOWS INFORMATION

The following table summarizes cash payments for interest and income taxes:

									in millions
	2017				2016				2015
Interest, net of amounts capitalized	$	249			$	242			$	308
Income taxes, net of refunds	779				686				437

NOTE 19: TRANSACTIONS WITH RELATED PARTIES

We have operating leases for two wastewater facilities with an entity owned by the Donald J. Tyson Revocable Trust (for which Mr. John Tyson, Chairman of the Company, is a trustee), Berry Street Waste Water Treatment Plant, LP (90% of which is owned by TLP), and the sisters of Mr. Tyson. Total payments of approximately $1 million in each of fiscal 2017, 2016 and 2015 were paid to lease the facilities.

As of September 30, 2017, the TLP, of which John Tyson and director Barbara Tyson are general partners, owned 70 million shares, or 99.985% of our outstanding Class B stock and, along with the members of the Tyson family, owned 6.2 million shares of Class A stock, giving it control of approximately 70.78% of the total voting power of our outstanding voting stock.

In August 2017, the Company committed to invest $5 million for a 17.5% equity interest in Buchan Ltd., a Mauritian private holding company of poultry operations in sub-Saharan Africa. Acacia Foods, B.V. is committed to invest $9 million in Buchan Ltd. Donnie Smith, who during the first quarter of fiscal year 2017 was Chief Executive Officer of the Company, serves as the Chairman of Acacia Foods, B.V. and as a director of Buchan Ltd. John Randal Tyson (son of John Tyson) serves as a director of Buchan Ltd. for the Company.

In fiscal 2017, the Company provided administrative services to the Tyson Limited Partnership, the beneficial owner of 70 million shares of Class B stock, and the Tyson Limited Partnership, through TLP Investment, L.P., reimbursed the Company $0.3 million.

NOTE 20: COMMITMENTS AND CONTINGENCIES

Commitments

We lease equipment, properties and certain farms for which total rentals approximated $186 million, $172 million and $165 million, in fiscal 2017, 2016 and 2015, respectively. Most leases have initial terms of up to seven years, some with varying renewal periods. The most significant obligations assumed under the terms of the leases are the upkeep of the facilities and payments of insurance and property taxes.

Minimum lease commitments under non-cancelable leases at September 30, 2017, were:

	in millions
2018	$	137
2019	100
2020	74
2021	48
2022	32
2023 and beyond	73
Total	$	464

We guarantee obligations of certain outside third parties, consisting primarily of leases, debt and grower loans, which are substantially collateralized by the underlying assets. Terms of the underlying debt cover periods up to 10 years, and the maximum potential amount of future payments as of September 30, 2017, was $28 million. We also maintain operating leases for various types of equipment, some of which contain residual value guarantees for the market value of the underlying leased assets at the end of the term of the lease. The remaining terms of the lease maturities cover periods over the next 10 years. The maximum potential amount of the residual value guarantees is $109 million, of which $100 million could be recoverable through various recourse provisions and an additional undeterminable recoverable amount based on the fair value of the underlying leased assets. The likelihood of material payments under these guarantees is not considered probable. At September 30, 2017, and October 1, 2016, no material liabilities for guarantees were recorded.

We have cash flow assistance programs in which certain livestock suppliers participate. Under these programs, we pay an amount for livestock equivalent to a standard cost to grow such livestock during periods of low market sales prices. The amounts of such payments that are in excess of the market sales price are recorded as receivables and accrue interest. Participating suppliers are obligated to repay these receivables balances when market sales prices exceed this standard cost, or upon termination of the agreement. Our potential maximum obligation associated with these programs is limited to the fair value of each participating livestock supplier’s net tangible assets. The potential maximum obligation as of September 30, 2017, was approximately $380 million. There were no receivables under these programs at September 30, 2017, and we had $2 million of receivables under this program at October 1, 2016. This receivable is included, net of allowance for uncollectible amounts, in Accounts Receivable in our Consolidated Balance Sheets. Even though these programs are limited to the net tangible assets of the participating livestock suppliers, we also manage a portion of our credit risk associated with these programs by obtaining security interests in livestock suppliers’ assets. After analyzing residual credit risks and general market conditions, we had no allowance for these programs' estimated uncollectible receivables at September 30, 2017, and October 1, 2016.

When constructing new facilities or making major enhancements to existing facilities, we will occasionally enter into incentive agreements with local government agencies in order to reduce certain state and local tax expenditures. Under these agreements, we transfer the related assets to various local government entities and receive Industrial Revenue Bonds. We immediately lease the facilities from the local government entities and have an option to re-purchase the facilities for a nominal amount upon tendering the Industrial Revenue Bonds to the local government entities at various predetermined dates. The Industrial Revenue Bonds and the associated obligations for the leases of the facilities offset, and the underlying assets remain in property, plant and equipment. At September 30, 2017, total amounts under these types of arrangements totaled $505 million.

Additionally, we enter into future purchase commitments for various items, such as grains, livestock contracts and fixed grower fees. At September 30, 2017, these commitments totaled:

	in millions
2018	$	1,750
2019	374
2020	272
2021	118
2022	77
2023 and beyond	110
Total	$	2,701

Contingencies

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

Below are the details of six 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. Each case is proceeding in its jurisdiction.

•

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. The trial court has yet to enter a judgment. 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 held an approval hearing on October 11, 2017 and we are awaiting the court’s decision.

•

Edwards, et al. v. Tyson Foods, Inc. d.b.a Tyson Fresh Meats, Inc., S.D. Iowa, March 20, 2008 - The trial court in this case, which involves our Perry and Waterloo, Iowa pork plants, decertified the state law class and granted other pre-trial motions that resulted in a judgment in our favor with respect to the plaintiffs’ claims. The plaintiffs have filed a motion to modify this judgment. 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 cases involve our Joslin, Illinois beef plant and are in their preliminary stages. A joint notice of settlement and a request to stay the proceedings was filed with and granted by the court on June 28, 2017. Please see the above Bouaphakeo description for additional details of a global settlement.

•

Dozier, Southerland, et al. v. The Hillshire Brands Company, E.D. North Carolina, September 2, 2014 - This case involves our Tarboro, North Carolina prepared foods plant. On March 25, 2016, the parties filed a joint motion for settlement totaling $425,000, which includes all of the plaintiffs’ attorneys’ fees and costs. The court preliminarily approved the joint motion for settlement, and the final approval hearing is set for December 5, 2017.

The Hillshire Brands Company was named as a defendant in an asbestos exposure case filed by Mark Lopez in May 2014 in the Superior Court of Alameda County, California. Mr. Lopez was diagnosed with mesothelioma in January 2014 and is now deceased. Mr. Lopez’s family members asserted negligence, premises liability and strict liability claims related to Mr. Lopez’s alleged asbestos exposure from 1954-1986 from the Union Sugar plant in Betteravia, California. The plant, which was sold in 1986, was owned by entities that were predecessors-in-interest to The Hillshire Brands Company. In August 2017, the jury returned a verdict of approximately $13 million in favor of the plaintiffs, and a judgment was entered. We intend to appeal the judgment.

On September 2, 2016, Maplevale Farms, Inc., acting on behalf of itself and a putative class of direct purchasers of poultry products, filed a class action complaint against us and certain of our poultry subsidiaries, as well as several other poultry processing companies, in the Northern District of Illinois. Subsequent to the filing of this initial complaint, additional lawsuits making similar claims on behalf of putative classes of direct and indirect purchasers were filed in the United States District Court for the Northern District of Illinois. The court consolidated the complaints, for pre-trial purposes, into actions on behalf of three different putative classes: direct purchasers, indirect purchasers/consumers and commercial/institutional indirect purchasers. These three actions are styled In re Broiler Chicken Antitrust Litigation. Several amended and consolidated complaints have been filed on behalf of each putative class. The currently operative complaints allege, among other things, that beginning in January 2008 the defendants conspired and combined to fix, raise, maintain, and stabilize the price of broiler chickens in violation of United States antitrust laws. The complaints on behalf of the putative classes of indirect purchasers also include causes of action under various state unfair competition laws, consumer protection laws, and unjust enrichment common laws. The complaints also allege that defendants “manipulated and artificially inflated a widely used Broiler price index, the Georgia Dock.” It is further alleged that the defendants concealed this conduct from the plaintiffs and the members of the putative classes. The plaintiffs are seeking treble damages, injunctive relief, pre- and post-judgment interest, costs, and attorneys’ fees on behalf of the putative classes. We filed motions to dismiss these complaints; the court has yet to rule on our motions.

On October 17, 2016, William Huser, acting on behalf of himself and a putative class of persons who purchased shares of Tyson Foods' stock between November 23, 2015, and October 7, 2016, filed a class action complaint against Tyson Foods, Inc., Donnie Smith and Dennis Leatherby in the Central District of California. The complaint alleged, among other things, that our periodic filings contained materially false and misleading statements by failing to disclose that the Company has colluded with other producers to manipulate the supply of broiler chickens in order to keep supply artificially low, as alleged in In re Broiler Chicken Antitrust Litigation. Subsequent to the filing of this initial complaint, additional lawsuits making similar claims were filed in the United States District Courts for the Southern District of New York, the Western District of Arkansas, and the Southern District of Ohio. Each of those cases have now been transferred to the United States District Court for the Western District of Arkansas and consolidated, and lead plaintiffs have been appointed. A consolidated complaint was filed on March 22, 2017, (which also named additional individual defendants). The consolidated complaint seeks damages, pre- and post-judgment interest, costs, and attorneys’ fees. We filed a motion to dismiss this complaint, which the court granted on July 26, 2017. The plaintiffs filed a motion to amend or alter the judgment and to submit an amended complaint. That motion is pending.

On January 20, 2017, the Company received a subpoena from the Securities and Exchange Commission (the "SEC") in connection with an investigation related to the Company. On August 23, 2017, we received written notification that the SEC staff had concluded the investigation and did not intend to recommend an enforcement action against the Company based on the information available to the agency as of that date. Based upon the information we have, we believe the investigation was based upon the allegations in In re Broiler Chicken Antitrust Litigation.

On March 1, 2017, we received a civil investigative demand (CID) from the Office of the Attorney General, Department of Legal Affairs, of the State of Florida. The CID requests information primarily related to possible anticompetitive conduct in connection with the Georgia Dock, a chicken products pricing index formerly published by the Georgia Department of Agriculture. We are cooperating with the Attorney General’s office.

Our subsidiary, The Hillshire Brands Company (formerly named Sara Lee Corporation), is a party to a consolidation of cases filed by individual complainants with the Republic of the Philippines, Department of Labor and Employment and the National Labor Relations Commission (NLRC) from 1998 through July 1999. The complaint is filed against Aris Philippines, Inc., Sara Lee Corporation, Sara Lee Philippines, Inc., Fashion Accessories Philippines, Inc., and Attorney Cesar C. Cruz (collectively, the “respondents”). The complaint alleges, among other things, that the respondents engaged in unfair labor practices in connection with the termination of manufacturing operations in the Philippines by Aris Philippines, Inc., a former subsidiary of The Hillshire Brands Company. In 2006, a labor arbiter ruled against the respondents and awarded the complainants PHP3,453,664,710 (approximately US$67 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$6.7 million). Based in part on its finding that the consideration to be paid to the complainants as part of such settlement was insufficient, the Supreme Court of the Philippines denied the respondents’ settlement motion and all motions for reconsideration thereof. The Supreme Court of the Philippines also set aside as premature the NLRC’s December 2006 ruling. As a result, the cases are now back before the NLRC, which will once again rule on the respondents’ appeals regarding the labor arbiter’s 2006 ruling in favor of the complainants. In the meantime, the respondents reached a settlement with a group comprising approximately 18% of the class of 5,984 complainants, pursuant to which The Hillshire Brands Company would pay each settling complainant PHP68,000 (approximately US$1,325). The settlement payment was made on December 21, 2016, to the NLRC, which is responsible for distributing the funds to each settling complainant. On December 27, 2016, the respondents filed motions for reconsideration with the NLRC asking that the award be set aside. The NLRC denied respondents' motions for reconsideration in a resolution received on May 5, 2017, and entered a judgment on the award on July 24, 2017. Previously, from May 10, 2017 to May 12, 2017, Aris Philippines, Inc., Sara Lee Corporation and Sara Lee Philippines each filed petitions for certiorari with requests for an immediate temporary restraining order and a writ of permanent injunction with the Philippines Court of Appeals. On August 18, 2017, the Court of Appeals granted a temporary restraining order precluding execution of the NLRC judgment against Aris Philippines, Inc., Sara Lee Corporation and Sara Lee Philippines, Inc. The temporary restraining order will expire on November 21, 2017 unless further extended by a preliminary injunction. We have recorded an accrual for this matter for the amount of loss that, at this time, we deem probable and enforceable. This accrual is reflected in the Company’s consolidated financial statements and reflects an amount significantly less than the amount awarded by the labor arbiter in 2004 (i.e., PHP3,453,664,710 (approximately US$67 million)). The ultimate enforceable loss is uncertain, and if our accrual is not adequate, an adverse outcome could have a material effect on the consolidated financial condition or results of operations.

NOTE 21: QUARTERLY FINANCIAL DATA (UNAUDITED)

						in millions, except per share data
		First Quarter				Second Quarter				Third Quarter				Fourth Quarter
2017
Sales		$	9,182			$	9,083			$	9,850			$	10,145
Gross profit		1,483				1,047				1,202				1,351
Operating income		982				571				697				681
Net income		594				341				448				395
Net income attributable to Tyson		593				340				447				394
Net income per share attributable to Tyson:
Class A Basic		$	1.64			$	0.95			$	1.24			$	1.10
Class B Basic		$	1.49			$	0.86			$	1.12			$	0.98
Diluted		$	1.59			$	0.92			$	1.21			$	1.07
2016
Sales		$	9,152			$	9,170			$	9,403			$	9,156
Gross profit		1,201				1,183				1,224				1,089
Operating income		776				704				767				586
Net income		461				434				485				392
Net income attributable to Tyson		461				432				484				391
Net income per share attributable to Tyson:
Class A Basic		$	1.18			$	1.14			$	1.29			$	1.06
Class B Basic		$	1.09			$	1.02			$	1.17			$	0.96
Diluted		$	1.15			$	1.10			$	1.25			$	1.03

Second quarter fiscal 2017 net income included a $52 million pretax impairment charge related to our San Diego Prepared Foods operation.

Third quarter fiscal 2017 net income included $77 million pretax expense from AdvancePierre purchase accounting and acquisition related costs, which included a $24 million purchase accounting adjustment for the amortization of the fair value step-up of inventory related to AdvancePierre, $35 million of acquisition related costs and $18 million of acquisition bridge financing fees.

Third quarter fiscal 2017 net income included a post tax $26 million recognition of tax benefit related to the expected sale of a non-protein business.

Fourth quarter fiscal 2017, net income included $150 million pretax restructuring and related charges, $45 million pretax impairment related to the expected sale of a non-protein business and $26 million pretax expense from AdvancePierre purchase accounting and acquisition related costs, which included $12 million purchase accounting adjustment for the amortization of the fair value step-up of inventory related to AdvancePierre and $14 million of acquisition related costs.

Second quarter fiscal 2016 net income included a post tax $12 million recognition of previously unrecognized tax benefits.

Third quarter fiscal 2016 net income included a post tax $15 million recognition of previously unrecognized tax benefits and audit settlement.

Fourth quarter fiscal 2016 net income included a post tax $26 million recognition of previously unrecognized tax benefits.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of

Tyson Foods, Inc.

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

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

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

As described in Management’s Annual Report on Internal Control Over Financial Reporting, management has excluded AdvancePierre Foods Holdings, Inc. from its assessment of internal control over financial reporting as of September 30, 2017 because it was acquired by the Company in a purchase business combination during fiscal 2017. We have also excluded AdvancePierre Foods Holdings, Inc. from our audit of internal control over financial reporting. AdvancePierre Foods Holdings, Inc. is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 2.4% and 1.3%, respectively, of the related consolidated financial statement amounts as of and for the year ended September 30, 2017.

/s/ PricewaterhouseCoopers LLP

Fayetteville, Arkansas

November 13, 2017