Tyson Foods (TSN) 10-K risk factor changes: FY2018 vs FY2017

Corn, soybean meal and other feed ingredients, for instance, represented roughly [removed: 55%] [added: 56%] of our cost of growing a live chicken in fiscal [removed: 2017.][added: 2018.]

The integration of [removed: AdvancePierre] [added: recent acquisitions] may be more difficult, costly or time consuming than expected, and the acquisition may not result in any or all of the anticipated benefits, including cost synergies.

The success of [removed: the acquisition of AdvancePierre,] [added: recent acquisitions,] including the realization of the anticipated benefits, will depend in part on our ability to successfully integrate [removed: AdvancePierre’s] [added: the] businesses in an efficient and effective manner.

Failure to effectively integrate the businesses could adversely impact the expected benefits of the [removed: acquisition,] [added: acquisitions,] including cost synergies arising from supply chain efficiencies, merchandising activities and overlapping general and administrative functions.

The integration of [removed: two] large companies is complex, and we will be required to devote significant management attention and incur substantial costs to integrate [removed: AdvancePierre's] [added: these businesses] and Tyson’s business practices, policies, cultures and operations.

Furthermore, during the integration planning process, we may encounter additional challenges and difficulties, including those related to, without limitation, managing a larger combined company; streamlining supply chains, consolidating corporate and administrative infrastructures and eliminating overlapping operations; retaining our existing vendors and customers; unanticipated issues in integrating information technology, communications and other systems; and unforeseen and unexpected liabilities related to [removed: the acquisition of AdvancePierre.][added: recent acquisitions.]

We continue to evaluate our estimates of synergies to be realized from [removed: the AdvancePierre acquisition] [added: recent acquisitions] and refine them.

Finally, we may not be able to achieve the targeted operating or long-term strategic benefits of the [removed: AdvancePierre acquisition] [added: recent acquisitions] in a timely manner or at all or could incur higher transition costs than anticipated.

An inability to realize the full extent of, or any of, the anticipated benefits of the [removed: AdvancePierre] [added: Keystone] acquisition, as well as any delays encountered in the integration process, could have an adverse effect on our business, results of operations and financial condition.

In fiscal [removed: 2017,] [added: 2018,] we sold products to approximately [removed: 117] [added: 125] countries.

Our sales to customers in foreign countries for fiscal [removed: 2017] [added: 2018] totaled [removed: $4.5] [added: $4.8] billion, of which [removed: $3.9] [added: $4.2] billion related to export sales from the United States.

In addition, we had approximately [removed: $217] [added: $212] million of long-lived assets located in foreign countries, primarily Brazil, China, European Union and [removed: India,] [added: New Zealand,] at the end of fiscal [removed: 2017.][added: 2018.]

We have approximately [removed: 122,000] [added: 121,000] employees, approximately [removed: 35,000] [added: 33,000] of whom are covered by collective bargaining agreements or are members of labor unions.

As of September [removed: 30, 2017,] [added: 29, 2018,] we had [removed: $13.4] [added: $13.8] billion of goodwill and indefinite life intangible assets, which represented approximately [removed: 48%] [added: 47%] of total assets.

We hold certain positions, primarily in grain and livestock futures, that [removed: do] [added: are] not [removed: qualify as] hedges for financial reporting purposes.

Our business could suffer significant setbacks in sales and operating income if our customers’ plans and/or markets change significantly or if we lost one or more of our largest customers, including, for example, [removed: Wal-Mart Stores,] [added: Walmart] Inc., which accounted for 17.3% of our sales in fiscal [removed: 2017.][added: 2018.]

We are required to make periodic contributions to this plan to allow [removed: them] [added: it] to meet [removed: their] [added: its] pension benefit obligations to [removed: their] [added: its] participants.

As of September [removed: 30, 2017,] [added: 29, 2018,] Tyson Limited Partnership (the "TLP") owns 99.985% of the outstanding shares of the Company's Class B Common Stock, $0.10 par value (Class B stock) and the TLP and members of the Tyson family own, in the aggregate, [removed: 2.07%] [added: 2.09%] of the outstanding shares of the Company's Class A Common Stock, $0.10 par value (Class A stock), giving them, collectively, control of approximately [removed: 70.78%] [added: 70.96%] of the total voting power of the Company's outstanding voting stock.

As of September [removed: 30, 2017,] [added: 29, 2018,] Mr. John Tyson, Chairman of the Board of Directors, has 33.33% of the general partner percentage interests, and Ms. Barbara Tyson, a director of the Company, has 11.115% general partner percentage interests (the remaining general partnership interests are held by the Donald J.

As of September [removed: 30, 2017,] [added: 29, 2018,] the funded status of our defined benefit pension plans was an underfunded position of [removed: $195] [added: $162] million, as compared to an underfunded position of [removed: $336] [added: $195] million at the end of fiscal [removed: 2016.][added: 2017.]

An inability to realize the full extent of, or any of, the anticipated benefits of the acquisitions, as well as any delays encountered in the integration process, could have an adverse effect on our business, results of operations and financial condition.

In August 2018, the Company announced it had reached a definitive agreement to buy the Keystone Foods business (“Keystone”) from Marfrig Global Foods for $2.16 billion in cash.

The acquisition of Keystone, a major supplier to the growing global foodservice industry, is our latest investment in furtherance of our growth strategy and expansion of our value-added protein capabilities.

The transaction is expected to close in the first quarter or early second quarter of fiscal 2019 and is subject to customary closing conditions, including regulatory approvals, however, there can be no assurance that the acquisition will close at such time.

The announcement and pendency of the Keystone Acquisition could impact or cause disruptions in our and Keystone’s businesses.

Specifically:

| | |

| --- | --- |

| • | our and Keystone’s current and prospective customers and suppliers may experience uncertainty associated with the Keystone Acquisition, including with respect to current or future business relationships with us, Keystone or the combined business and may attempt to negotiate changes in existing business; |

| | |

| --- | --- |

| • | our and Keystone’s employees may experience uncertainty about their future roles with us, which may adversely affect our and Keystone’s ability to retain and hire key employees; |

| | |

| --- | --- |

| • | if the Keystone Acquisition is completed, the accelerated vesting of equity-based awards and payment of “change in control” benefits to some members of Keystone’s management on completion of the Keystone Acquisition could result in increased difficulty or cost in retaining Keystone’s officers and employees; and |

| | |

| --- | --- |

| • | the attention of our management and that of Keystone may be directed toward the completion and implementation of the Keystone Acquisition and transaction-related considerations and may be diverted from the day-to-day business operations of the respective companies. |

In connection with the Keystone Acquisition, we could also encounter additional transaction and integration-related costs or other factors such as the failure to realize all of the benefits anticipated in the Keystone Acquisition, as described in more detail below.

The Keystone Acquisition may not be successful.

We recently announced our entry into a share purchase agreement to acquire Keystone.

Risks associated with the Keystone acquisition include the risk that the transaction may not be consummated, the risk that regulatory approval that may be required for the transaction is not obtained or is obtained subject to certain conditions that are not anticipated, litigation risk associated with claims or potential claims brought by shareholders of Keystone to enjoin the transaction or seek monetary damages, and risks associated with our ability to issue debt to fund a portion of the purchase price.

If the Keystone Acquisition is consummated, we may be unable to successfully integrate Keystone’s operations or to realize targeted cost savings, revenues and other benefits of the Keystone Acquisition.

We entered into the share purchase agreement for Keystone because we believe that the Keystone acquisition will be beneficial to us and our stockholders.

Achieving the targeted benefits of the Keystone acquisition will depend in part upon whether we can integrate Keystone’s businesses in an efficient and effective manner.

We may not be able to accomplish this integration process smoothly or successfully.

The necessity of coordinating geographically separated organizations, systems and facilities and addressing possible differences in business backgrounds, corporate cultures and management philosophies may increase the difficulties of integration.

We and Keystone operate numerous systems, including those involving management information, purchasing, accounting and finance, sales, billing, employee benefits, payroll and regulatory compliance.

Moreover, the integration of our respective operations will require the dedication of significant management resources, which is likely to distract management’s attention from day-to-day operations.

Employee uncertainty and lack of focus during the integration process may also disrupt our business and result in undesired employee attrition.

An inability of management to successfully integrate the operations of the two companies could have a material adverse effect on the business, results of operations and financial condition of the combined businesses.

In addition, we continue to evaluate our estimates of synergies to be realized from the Keystone acquisition and refine them, so that our actual cost-savings could differ materially from our current estimates.

Actual cost-savings, the costs required to realize the cost savings and the source of the cost-savings could differ materially from our estimates, and we cannot assure you that we will achieve the full amount of cost-savings on the schedule anticipated or at all or that these cost-savings programs will not have other adverse effects on our business.

In light of these uncertainties, you should not place undue reliance on our estimated cost-savings.

Finally, we may not be able to achieve the targeted operating or long-term strategic benefits of the Keystone acquisition or could incur higher transition costs.

We will incur significant transaction and acquisition-related costs in connection with the Keystone Acquisition.

We expect to incur significant costs associated with the Keystone acquisition and combining the operations of the two companies, including costs to achieve targeted cost-savings.

The substantial majority of the expenses resulting from the Keystone acquisition will be composed of transaction costs related to the Keystone acquisition, systems consolidation costs, and business integration and employment-related costs, including costs for severance, retention and other restructuring.

We may also incur transaction fees and costs related to formulating integration plans.

Additional unanticipated costs may be incurred in the integration of the two companies’ businesses.

On April 24, 2017, we announced our intent to sell three non-protein businesses, Sara Lee® Frozen Bakery, Kettle and Van’s®, which are all a part of our Prepared Foods segment, as part of our strategic focus on protein-packed brands.

We anticipate we will close the transactions by the end of calendar 2017.

We operate in four reportable segments: Beef, Pork, [removed: Chicken,] [added: Chicken] and Prepared Foods.

Other primarily includes our foreign chicken production operations in [removed: China and India,] [added: China,] third-party merger and integration costs and corporate overhead related to Tyson New [added: Ventures, LLC.]

[removed: On June 7,] [added: In fiscal] 2017, we acquired and consolidated [removed: AdvancePierre Foods Holdings, Inc. ("AdvancePierre"),] [added: AdvancePierre,] a producer and distributor of value-added, convenient, ready-to-eat sandwiches, sandwich components and other entrées and [removed: snacks.][added: snacks, and in fiscal 2018, we acquired Original Philly, a valued added protein business.]

[removed: AdvancePierre's] [added: The] results from operations [removed: subsequent to the acquisition closing] [added: of these businesses] are included in the Prepared Foods and Chicken segments.

| • | Fiscal year – Our accounting cycle resulted in a 52-week year for [removed: both] fiscal [added: 2018,] 2017 and [removed: 2016 and a 53-week year for fiscal 2015.] [added: 2016.] |

| • | Margins – Our total operating margin was [removed: 7.7%] [added: 7.6%] in fiscal [removed: 2017.] [added: 2018.] Operating margins by segment were as follows: |

| [removed: • |] Beef [removed: – 5.9%] | [added: $ | 8 | | $ | 4 | | $ | 6 | | $ | 18 | |]

| [removed: • |] Pork [removed: – 12.3%] | [added: 3 | | | 1 | | | 3 | | | 7 | | |]

| • | [removed: Chicken –9.2% (included] [added: Decrease of] $56 million [removed: of] [added: from] restructuring and related [removed: charges)] [added: charges.] |

| • | Liquidity – [removed: During fiscal 2017, we] [added: We] generated [removed: $2.6] [added: approximately $3] billion of operating cash [removed: flows.] [added: flows during fiscal 2018.] At September [removed: 30, 2017,] [added: 29, 2018,] we had [removed: $1.0] [added: $1.4] billion of liquidity, which included [removed: $318] [added: $270] million of cash and cash equivalents and the availability under our revolving credit facility after deducting amounts outstanding under our commercial paper program. |

| • | [removed: On June 7,] [added: During fiscal] 2017, we acquired [removed: all of the outstanding stock] [added: AdvancePierre, a producer and distributor] of [removed: AdvancePierre] [added: value-added, convenient, ready-to-eat sandwiches, sandwich components and other entrées and snacks,] as part of our overall strategy. The purchase price was equal to $40.25 per share in cash for AdvancePierre's outstanding common stock, or approximately $3.2 billion. [removed: We funded the acquisition with existing cash on hand, net proceeds from the issuance of new senior notes, as well as borrowings under our commercial paper program and new term loan facility. AdvancePierre’s results from operations subsequent to the acquisition closing are included in the Prepared Foods and Chicken segments.] For further description refer to Part II, Item 8, Notes to the Consolidated Financial Statements, Note 3: Acquisition and Dispositions. |

| • | In the fourth quarter of fiscal 2017, our Board of Directors approved a multi-year restructuring program (the “Financial Fitness Program”), which is expected to contribute to the Company’s overall strategy of financial fitness through increased operational effectiveness and overhead reduction. Through a combination of synergies from the integration of [removed: AdvancePierre] [added: business acquisitions] and additional elimination of non-valued added costs, the [removed: Financial Fitness Program] [added: program] is [removed: estimated to result in cumulative net savings of $200 million in fiscal 2018, $400 million in fiscal 2019 including new savings of $200 million, and $600 million in fiscal 2020 including additional savings of $200 million. Approximately 50-60% of these net savings, which are] focused on supply chain, [removed: procurement,] [added: procurement] and overhead improvements, [added: and net savings] are expected to be realized in the Prepared Foods [removed: segment with the majority of the remaining net savings impacting the Chicken segment. Additionally, we estimate that approximately 75% of the net savings will be reflected in Cost of Sales in our Consolidated Statement of Income, with the remaining in Selling, General] and [removed: Administrative.] [added: Chicken segments.] |

[removed: As part of the] [added: The] Financial Fitness [removed: Program, we anticipate eliminating] [added: Program included the elimination of] approximately [removed: 500] [added: 550] 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.

[removed: As a result, in the fourth quarter of] [added: In] fiscal 2017, [removed: the Company recognized restructuring and related] [added: these] charges [removed: of $150 million that] consisted of $53 million severance and employee related costs, $72 million technology impairment and related [removed: costs,] [added: costs] and $25 million [removed: for] [added: of] contract termination costs.

The Company currently anticipates the Financial Fitness Program will result in cumulative pretax charges, once implemented, of approximately [removed: $215] [added: $253] million which consist primarily of severance and employee related costs, [removed: asset impairments,] [added: impairments and] accelerated [removed: depreciation,] [added: depreciation of technology assets,] incremental costs to implement new technology, and contract termination costs.

The following tables set forth the pretax impact of restructuring and related charges [removed: incurred] in [removed: fiscal 2017 in] the Consolidated Statements of Income and the pretax impact by our reportable segments.

| in millions | | | | | [added: | |]

| | [added: 2018] | [added: | |] 2017 | | |

| Cost of Sales | [added: $] | [added: — | |] $ | 35 | |

| Selling, general and administrative expenses | [added: 59] | [added: | |] 115 | | |

| Total restructuring and related charges, pretax | [added: $] | [added: 59 | |] $ | 150 | |

| | | | | | | | [added: | | |] in millions | | |

| | 2017 charges | | | [removed: Estimated] 2018 charges | | | [added: Estimated future charges | | |] Total estimated Financial Fitness Program charges | | |

| [removed: Beef | $ | 8 | | $ | 6 | | $ | 14] [added: •] | [added: Beef – 6.5%] |

| [removed: Pork | 3 | | | 2 | | | 5 |] [added: •] | [added: Pork – 7.4%] |

| [removed: Chicken | 56 | | | 32 | | | 88 |] [added: •] | [added: Chicken –7.2%] |

| [added: • |] Prepared Foods [removed: | 82 | | | 25 | | | 107 | |] [added: – 10.0%] |

| Other | 1 | | | — | | | [added: — | | |] 1 | | |

| Total restructuring and related charges, pretax | $ | 150 | | $ | [removed: 65] [added: 59] | | $ | [removed: 215] [added: 44] | | [added: $ | 253 | |]

| | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | |

| Net income attributable to Tyson | $ | [removed: 1,774] [added: 3,024] | | | $ | [removed: 1,768] [added: 1,774] | | | $ | [removed: 1,220] [added: 1,768] | |

| Net income attributable to Tyson - per diluted share | [removed: 4.79] [added: 8.19] | | | | [removed: 4.53] [added: 4.79] | | | | [removed: 2.95] [added: 4.53] | | |

[removed: 2015] [added: 2018] – Included the following items:

| • | $59 million pretax, or [removed: ($0.09)] [added: ($0.12)] per diluted share, [added: of restructuring and] related [removed: to Prepared Foods network optimization impairment] charges. |

| | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | |

| Sales | $ | [removed: 38,260] [added: 40,052] | | | $ | [removed: 36,881] [added: 38,260] | | | $ | [removed: 41,373] [added: 36,881] | |

| Change in sales volume | [removed: 1.0] [added: 2.5] | | % | | [removed: (4.6] [added: 1.0] | | [removed: )%] [added: %] | | | | |

| Change in average sales price | [removed: 2.7] [added: 2.1] | | % | | [removed: (6.5] [added: 2.7] | | [removed: )%] [added: %] | | | | |

| Sales growth | [removed: 3.7] [added: 4.7] | | % | | [removed: (10.9] [added: 3.7] | | [removed: )%] [added: %] | | | | |

[added: | • | Sales Volume – Sales were positively impacted by an increase in sales volume, which accounted for an increase of $477 million.] Each segment had an increase in sales volume with the Beef and Prepared Foods segments contributing to the [added: majority of the increase driven by better demand for our beef products and incremental volumes from the acquisition of AdvancePierre. |]

In fiscal 2018, we acquired Tecumseh, a vertically integrated value-added protein business, and American Proteins, a poultry rendering and blending operation as part of our strategic expansion and sustainability initiatives.

The results from operations of these businesses are included in our Chicken segment.

In fiscal 2018, we completed the sale of four non-protein businesses as part of our strategic focus on protein brands.

All of these businesses were part of our Prepared Foods segment and included Sara Lee® Frozen Bakery, Kettle, Van’s®, and TNT Crust and produced items such as frozen desserts, waffles, snack bars, soups, sauces, sides and pizza crusts.

The sales included 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, Traverse City, Michigan, and Green Bay, Wisconsin prepared foods facilities.

For further description of these transactions, refer to Part II, Item 8, Notes to Consolidated Financial Statements, Note 3: Acquisitions and Dispositions.

| • | General – Our fiscal 2018 operating income increased compared to fiscal 2017, as record Beef and Prepared Foods segment results were partially offset by a decline in Chicken and Pork segment margins. In fiscal 2018, our results were impacted by $109 million of one-time cash bonus to frontline employees, as we continued to make investments in our talent, $68 million impairment, net of realized gains, associated with the divestitures of non-protein businesses, and $59 million of restructuring and related charges. Sales increased 5% in fiscal 2018 over fiscal 2017, primarily due to increased sales volumes and average sales prices in Beef, Chicken and Prepared Foods. |

| • | Market Environment – According to the United States Department of Agriculture (USDA), domestic protein production (beef, pork, chicken and turkey) increased approximately 2% in fiscal 2018 compared to fiscal 2017. We continue to monitor recent trade and tariff activity and its potential impact to exports and inputs costs across all of our segments. Currently, we are experiencing impacts to domestic and export prices, primarily chicken and pork, resulting from uncertainty in trade policies and increased tariffs. Additionally, all segments experienced increased freight and labor costs. We will pursue recovery of increased costs related to tariffs, freight and labor through pricing. The Beef segment experienced strong export demand and more favorable domestic market conditions associated with an increase in cattle supply. With excess domestic availability of pork products, the Pork segment experienced periods of challenging market conditions despite decreased input costs. Our Chicken segment also faced challenging market conditions associated with increased domestic availability of supply, sluggish demand, reduced export prices and higher feed ingredient costs. Our Prepared Foods segment continued its strong performance despite experiencing reduced volumes as we divested of certain non-protein businesses. |

| • | Strategy - Our strategy is to sustainably feed the world with the fastest growing protein brands. We intend to achieve our strategy as we: grow our business through differentiated capabilities; deliver ongoing financial fitness through continuous improvement; and sustain our company and our world for future generations. |

| • | During fiscal 2018, we acquired three operations for a total of approximately $1.5 billion, net of cash acquired. These operations, which consisted of American Proteins Inc., a poultry rendering and blending operation, Tecumseh Poultry, LLC, a vertically integrated valued-added business, and Original Philly Holdings, Inc., a value-added protein business, were acquired as part of our growth and sustainability initiatives and our acquisition strategy of new brands, new capabilities, scale and synergy, and new geographies and markets. For further description refer to Part II, Item 8, Notes to the Consolidated Financial Statements, Note 3: Acquisition and Dispositions. |

| • | In August 2018, we reached a definitive agreement to buy the Keystone Foods business (“Keystone”) from Marfrig Global Foods for $2.16 billion in cash. The anticipated acquisition of Keystone, a major supplier to the growing global foodservice industry, is our latest investment in the furtherance of our growth strategy and expansion of our value-added protein capabilities. The transaction is expected to close in the first quarter or early second quarter of fiscal 2019 and is subject to customary closing conditions, including regulatory approvals, however, there can be no assurance that the acquisition will close at such time. We expect the majority of Keystone’s domestic results to be included in the Chicken segment and its international results to be in included in Other for segment presentation. |

| • | During fiscal 2018, we sold four non-protein operations for net proceeds of $805 million, as part of our strategic focus on protein brands. These operations, which were all part of our Prepared Foods segment, included Sara Lee® Frozen Bakery, Van’s®, Kettle and TNT Crust. For further description refer to Part II, Item 8, Notes to the Consolidated Financial Statements, Note 3: Acquisitions and Dispositions. |

As a result, the Company recognized restructuring and related charges of $59 million and $150 million, in fiscal 2018 and fiscal 2017, respectively.

In fiscal 2018, these charges consisted primarily of incremental costs to implement new technology and accelerated depreciation of technology assets.

Through September 29, 2018, $209 million of the estimated $253 million total pretax charges, has been recognized.

The majority of the remaining estimated charges are related to incremental costs to implement new technology.

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| | | | | | | |

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | |

| Chicken | 56 | | | 30 | | | 16 | | | 102 | | |

| Prepared Foods | 82 | | | 24 | | | 19 | | | 125 | | |

| • | $1,003 million post tax, or $2.71 per diluted share, tax benefit from remeasurement of net deferred tax liabilities at lower enacted tax rates. |

| • | $109 million pretax, or ($0.22) per diluted share, related to one-time cash bonus to frontline employees. |

| • | $68 million pretax, or ($0.34) per diluted share, impairments net of realized gains associated with the divestitures of non-protein businesses. |

2018 vs. 2017 –

| • | Sales Volume – Sales were positively impacted by an increase in sales volume, which accounted for an increase of $1,041 million. The Beef, Chicken and Prepared Foods segments had an increase in sales volume driven by strong demand for our beef products and incremental volumes from business acquisitions in the Chicken and Prepared Foods segments net of business divestitures in the Prepared Foods segment. |

| • | Average Sales Price – Sales were positively impacted by higher average sales prices, which accounted for an increase of $751 million. All segments had an increase in average sales price, other than the Pork segment. The Beef segment experienced strong demand, while the Chicken and Prepared Foods segments were positively impacted by improved mix and business acquisitions net of business divestitures in the Prepared Foods segment. |

| • | The above amounts included an incremental impact of $1,060 million related to the inclusion of the AdvancePierre results post acquisition through the first anniversary of the acquisition on June 7, 2018. |

2018 vs. 2017 –

| • | Cost of sales increased $1,749 million. Higher input cost per pound increased cost of sales $918 million while higher sales volume increased cost of sales $831 million. These amounts include an incremental impact of $797 million related to the inclusion of AdvancePierre results post acquisition through the first anniversary of the acquisition on June 7, 2018. |

| • | The $918 million impact of higher input cost per pound was primarily driven by: |

| • | Increase in freight of approximately $270 million incurred across all our segments. |

| • | Increase from one-time cash bonus to frontline employees of $108 million. |

| • | Increase due to impairment charges of $101 million associated with the divestiture of a non-protein business in fiscal 2018, partially offset by $33 million of realized gains related to the sale of non-protein businesses in fiscal 2018 and impairment charges of $44 million related to our San Diego Prepared Foods operation in fiscal 2017. |

| • | Increase of approximately $52 million in our Chicken segment related to net increases in feed ingredient costs, growout expenses and outside meat purchases. |

| • | Remaining net change across all of our segments was primarily driven by increased operating costs and impacts on average input cost per pound from mix changes as well as from business acquisitions and divestitures. |

| • | The $831 million impact of higher sales volume was driven by increases in sales volume in our Beef, Chicken and Prepared Foods segments, partially offset by a decrease in sales volume in our Pork segment. |

Ventures, LLC.

| | |

| --- | --- |

| | |

| --- | --- |

| • | General – Our fiscal 2017 operating income grew 3% compared to fiscal 2016 to a record $2,931 million, which was led by record earnings in our Beef and Pork segments. The Beef segment's operating income improved $530 million and the Pork segment improved $117 million in fiscal 2017 due to favorable market conditions and strong operational execution. Our Chicken segment's lower operating income was impacted by increased operating costs and $56 million of restructuring and related charges. Our Prepared Foods segment's lower operating income was impacted by increased operating costs, impairments of $52 million related to our San Diego Prepared Foods operation and $45 million related to the expected sale of a non-protein business and $82 million of restructuring and related charges. In addition, we incurred an incremental $95 million of compensation and benefit integration expense in fiscal 2017, as we continued to integrate and make investments in our talent, and incurred $85 million of AdvancePierre purchase accounting and acquisition related operating costs. Sales increased 4% in fiscal 2017 over fiscal 2016, primarily due to increased sales volumes and increased beef, pork and chicken prices, as well as the net incremental impact of AdvancePierre's sales of $508 million. |

| • | Market Environment – According to the United States Department of Agriculture (USDA), domestic protein production (beef, pork, chicken and turkey) increased approximately 3% in fiscal 2017 compared to fiscal 2016. The Beef segment experienced strong export demand and more favorable domestic market conditions associated with an increase in cattle supply. The Pork segment had favorable market conditions associated with strong demand for our pork products and improved export markets. There was stronger demand for our chicken products and reduced feed ingredient costs of $80 million, which benefited the Chicken segment. Our Prepared Foods segment had improved demand for our retail products but experienced a decline in foodservice and higher input costs of $50 million. |

| • | Prepared Foods – 5.9% (included $52 million impairment related to our San Diego Prepared Foods operation, $45 million impairment related to the expected sale of a non-protein business, $82 million of restructuring and related charges and $34 million of purchase accounting and acquisition related costs from the acquisition of AdvancePierre.) |

| • | Hillshire Integration – The impact of the The Hillshire Brands Company ("Hillshire Brands") synergies, along with the profit improvement plan related to our legacy Prepared Foods business, had a positive incremental impact of approximately $90 million in fiscal 2017 above the $258 million captured in fiscal 2016 and $322 million captured in fiscal 2015, for a total of $670 million of synergies realized. The majority of these benefits were realized in the Prepared Foods segment and were partially used to invest in innovation, new product launches and supporting the growth of our brands. |

| • | Strategy - In fiscal 2017, we announced our strategy to sustainably feed the world with the fastest growing portfolio of protein-packed brands. We intend to accomplish this by growing our portfolio of protein-packed brands and delivering food at scale, which will be enabled by driving profitable growth with and for our customers through differentiated capabilities and creating fuel for reinvestment through a disciplined financial fitness model. |

| • | On April 24, 2017, we announced our intent to sell three non-protein businesses, Sara Lee® Frozen Bakery, Kettle and Van’s®, which are all included in our Prepared Foods segment, as part of our strategic focus on protein-packed brands. We have reclassified the assets and liabilities related to these businesses to assets and liabilities held for sale in our Consolidated Balance Sheet as of September 30, 2017. In the fourth quarter of 2017, we recorded an impairment charge totaling $45 million related to one of these businesses due to a revised estimate of the business’ fair value based on current expected net sales proceeds. The impairment charge was recorded in Cost of Sales in our Consolidated Statement of Income for fiscal 2017, and consisted of goodwill and intangible assets previously classified within assets held for sale. We anticipate we will close the transactions by the end of calendar 2017, or early calendar 2018, and expect to record a net pretax gain as a result of the sale of these businesses. For further description refer to Part II, Item 8, Notes to the Consolidated Financial Statements, Note 3: Acquisition and Dispositions. |

| | | | | |

| --- | --- | --- | --- | --- |

| | | | | |

| | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | |

| • | $169 million pretax, or ($0.41) per diluted share, related to an impairment charge in China. |

| • | $57 million pretax, or ($0.09) per diluted share, related to merger and integration costs. |

| • | $12 million pretax, or ($0.02) per diluted share, related to closure and impairment charges related to the ceasing of beef operations at our Denison facility. |

| • | $161 million pretax, or $0.24 per diluted share, related to a gain on sale of the Mexico operation. |

| • | $39 million pretax, or $0.06 per diluted share, related to the additional week in fiscal 2015. |

| • | $26 million post tax, or $0.06 per diluted share, related to recognition of previously unrecognized tax benefits. |

| • | $21 million pretax, or $0.03 per diluted share, related to a gain on sale of equity securities. |

| • | $8 million pretax, or $0.02 per diluted share, of insurance proceeds (net of costs) related to a legacy Hillshire Brands plant fire. |

| • | Sales Volume – Sales were positively impacted by an increase in sales volume, which accounted for an increase of $477 |

million.

majority of the increase driven by better demand for our beef products and incremental volumes from the acquisition

of AdvancePierre.

acquisition.

| • | Sales Volume – Sales were negatively impacted by lower sales volume, which accounted for a decrease of $1.9 billion. Each segment had a decline in sales volume primarily attributed to the additional week in fiscal 2015. The decrease in sales volume was also attributable to the divestitures of the Mexico and Brazil chicken production operations in fiscal 2015. When excluding these impacts along with the divestiture of our Heinold Hog Markets business in the first quarter of fiscal 2015, total company sales volume increased 0.1%. |

| • | Average Sales Price – Sales were negatively impacted by lower average sales prices, which accounted for a decrease of $2.6 billion. Each segment had a decrease in average sales prices largely due to decreased pricing associated with lower beef, pork, and chicken prices, with the largest decrease in the Beef segment. |

from related physical purchase transactions, which are included in the change in live cattle and hog costs and raw material and feed costs described above.

Additionally, cost of sales increased due to net unrealized losses of $40 million for fiscal 2017, compared to net unrealized gains of $11 million for fiscal 2016, primarily due to our Beef segment commodity risk management activities.

| • | Cost of sales decreased by approximately $5.3 billion. Lower input costs per pound decreased cost of sales approximately $3.6 billion and lower sales volume decreased cost of sales approximately $1.7 billion. |

| • | The approximate $3.6 billion impact of lower input costs was primarily driven by: |

| • | Decrease in raw material and other input costs of approximately $300 million in our Prepared Foods segment. |

| • | Decreases in feed costs of approximately $170 million in our Chicken segment. |

| • | The $1.7 billion impact of lower sales volume was primarily due to the sale of our Mexico chicken production operation in fiscal 2015 along with the additional week in fiscal 2015. |

2016 vs. 2015 –

The following table presents a sensitivity analysis resulting from a hypothetical change of 10% in market prices as of September [added: 29, 2018, and September] 30, 2017, [removed: and October 1, 2016,] on the fair value of open positions.

| Live Cattle | $ | [removed: 23] [added: 12] | | | $ | [removed: 5] [added: 23] | |

| Lean Hogs | [removed: 16] [added: 4] | | | | [removed: 7] [added: 16] | | |

| Corn | [removed: 17] [added: 26] | | | | [removed: 26] [added: 17] | | |

| Soy Meal | [removed: 13] [added: 26] | | | | [removed: 8] [added: 13] | | |

Interest Rate Risk: At September [removed: 30, 2017,] [added: 29, 2018,] we had variable rate debt of [removed: $2,756] [added: $1,655] million with a weighted average interest rate of [removed: 1.9%.][added: 2.6%.]

A hypothetical 10% increase in interest rates effective at September [added: 29, 2018, and September] 30, 2017, [removed: and October 1, 2016,] would have a minimal effect on interest expense.

At September [removed: 30, 2017,] [added: 29, 2018,] we had fixed-rate debt of [removed: $7,447] [added: $8,218] million with a weighted average interest rate of 4.1%.

A hypothetical 10% decrease in interest rates would have increased the fair value of our fixed-rate debt by approximately [removed: $150] [added: $207] million at September [removed: 30, 2017,] [added: 29, 2018,] and [removed: $71] [added: $150] million at [removed: October 1, 2016.][added: September 30, 2017.]

We [removed: have] [added: are subject to] interest rate risk associated with our pension and post-retirement benefit obligations.

A hypothetical 10% change in foreign exchange rates effective at September [added: 29, 2018, and September] 30, 2017, [removed: and October 1, 2016,] related to the foreign exchange forward and option contracts would have a [removed: $7] [added: $9] million and [removed: $3] [added: $7] million impact, respectively, on pretax income.

At September [added: 29, 2018, and September] 30, 2017, [removed: and October 1, 2016,] 18.6% [removed: and 18.9%, respectively,] of our net accounts receivable balance was due from [removed: Wal-Mart Stores,] [added: Walmart] Inc. No other single customer or customer group represented greater than 10% of net accounts receivable.

Changes in market value of derivatives used in our risk management activities related to interest rates are recorded in interest expense.

| | 2018 | | | | 2017 | | |

In fiscal 2018, as part of our risk management activities, we executed derivative financial instruments in the form of interest rate swaps, to hedge a portion of our exposure to changes in interest rates.

At September 29, 2018, the total notional amount of interest rate swaps remaining outstanding was $400 million.

A hypothetical 10% decrease in interest rates would have a minimal effect on interest expense.

| | 2017 | | | | 2016 | | |

Headquartered in Springdale, Arkansas, the [removed: company] [added: Company] had approximately [removed: 122,000] [added: 121,000] team members on September [removed: 30, 2017.][added: 29, 2018.]

[removed: On June 7,] [added: In fiscal] 2017, we acquired and consolidated AdvancePierre Foods Holdings, Inc. ("AdvancePierre"), a producer and distributor of value-added, convenient, ready-to-eat sandwiches, sandwich components and other entrées and [removed: snacks.][added: snacks, and in fiscal 2018, we acquired Original Philly Holdings, Inc. ("Original Philly"), a valued added protein business.]

[removed: AdvancePierre's] [added: The] results [removed: of] [added: from] operations [added: of these businesses] are included in the Prepared Foods and Chicken segments.

For further description of [removed: this transaction,] [added: these transactions,] refer to Part II, Item 8, Notes to Consolidated Financial Statements, Note 3: Acquisitions and Dispositions.

The Tyson New Ventures [removed: LLC,] [added: LLC] fund is used to broaden our exposure to innovative, new forms of protein and ways of sustainably producing food to complement the Company's continuing investments in innovation in our core Beef, Pork, Chicken and Prepared Foods businesses.

Other primarily includes our foreign chicken production operations in [removed: China and India,] [added: China,] third-party merger and integration costs and corporate overhead related to Tyson New Ventures, LLC.

Products are marketed domestically to food retailers, foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, [added: convenience stores,] healthcare facilities, the military and other food processors, as well as to international export markets.

Products are marketed domestically to food retailers, foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, [added: convenience stores,] healthcare facilities, the military and other food processors, as well as to international export markets.

This segment includes brands such as Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, State Fair®, [removed: 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, [removed: pizza crusts and toppings,] flour and corn tortilla products, [removed: desserts,] appetizers, snacks, prepared meals, ethnic foods, [removed: soups, sauces,] side dishes, meat dishes, breadsticks and processed meats.

In fiscal [removed: 2017,] [added: 2018,] corn, soybean meal and other feed ingredients were major production costs, representing roughly [removed: 55%] [added: 56%] of our cost of growing a live chicken domestically.

While we produce nearly all our inventory of breeder chickens and live broilers, we also purchase ice-packed or deboned [removed: chicken, including no antibiotics ever (sometimes referred to as "NAE") certified chicken,] [added: chicken] to meet production and sales requirements.

Pork and certain other prepared foods products, such as prepared meals, meat dishes, [removed: appetizers, frozen pies] [added: appetizers] and breakfast sausage, generally experience increased demand during the winter months, primarily due to the holiday season, while demand generally decreases during the spring and summer months.

[removed: Wal-Mart Stores,] [added: Walmart] Inc. accounted for 17.3% of our fiscal [removed: 2017] [added: 2018] consolidated sales.

Sales to [removed: Wal-Mart Stores,] [added: Walmart] Inc. were included in all of our segments.

No other single customer or customer group represented more than 10% of fiscal [removed: 2017] [added: 2018] consolidated sales.

We sold products in approximately [removed: 117] [added: 125] countries in fiscal [removed: 2017.][added: 2018.]

| • | Cobb-Vantress, a chicken breeding stock subsidiary, has business interests in Argentina, Brazil, China, [added: Colombia,] the Dominican Republic, India, [removed: Japan,] the Netherlands, New Zealand, the Philippines, Spain, Turkey, [added: and] the United [removed: Kingdom and Venezuela.] [added: Kingdom.] |

| • | Godrej Tyson Foods, a joint venture in India in which we have a [removed: majority] [added: minority] interest, is primarily a chicken processing business. |

| • | Tyson Mexico Trading Company, a Mexican subsidiary, sells chicken products primarily through [added: our U.S. operations and] co-packer arrangements. |

We conduct continuous research and development activities to improve product development, to automate manual processes in our processing plants and [removed: growout] [added: grow-out] operations, and to improve chicken breeding stock.

With regards to our food products we have two research and development locations, our Discovery Center in Springdale, Arkansas, and [removed: another center] [added: an Innovation Center] located in Downers Grove, Illinois.

The centers include more than 80,000 square feet of United States Department of Agriculture ("USDA") pilot plant space, two consumer sensory and focus group areas, [removed: a] [added: two] packaging [removed: lab] [added: labs] and 25 research kitchens.

Research and development costs totaled [removed: $113] [added: $114] million, [removed: $96] [added: $113] million, and [removed: $75] [added: $96] million in fiscal [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015,] [added: 2016,] respectively.

In addition to our own internal Food Safety and Quality Assurance oversight and review, our beef, pork, chicken, and prepared foods products are subject to inspection prior to distribution, primarily by the USDA and the United States Food and Drug [removed: Administration.][added: Administration (FDA).]

We are also participants in the [removed: United States Hazard Analysis Critical Control Point] [added: USDA's HACCP] program [added: or FDA's HARPC program as applicable] and are subject to the Sanitation Standard Operating Procedures and the Public Health Security and Bioterrorism Preparedness and Response Act of 2002.

As of September [removed: 30, 2017,] [added: 29, 2018,] we employed approximately [removed: 122,000] [added: 121,000] employees.

Approximately [removed: 117,000] [added: 116,000] employees were employed in the United States, and 5,000 employees were employed in foreign countries, primarily in China.

Approximately [removed: 31,000] [added: 30,000] employees in the United States were subject to collective bargaining agreements with various labor unions, with approximately [removed: 10%] [added: 7%] of those employees at locations either under negotiation for contract renewal or included under agreements expiring in fiscal [removed: 2018.][added: 2019.]

Approximately [removed: 4,000] [added: 3,000] employees in foreign countries were subject to collective bargaining agreements.

We have filed a number of [removed: patents] [added: patent applications] relating to our processes and products that either have been approved or are in the process of review.

Such forward-looking statements include, but are not limited to, current views and estimates of our outlook for fiscal [removed: 2018,] [added: 2019,] other future economic circumstances, industry conditions in domestic and international markets, our performance and financial results (e.g., debt levels, return on invested capital, value-added product growth, capital expenditures, tax rates, access to foreign markets and dividend policy).

Among the factors that may cause actual results and experiences to differ from anticipated results and expectations expressed in such forward-looking statements are the following: (i) fluctuations in the cost and availability of inputs and raw materials, such as live cattle, live swine, feed grains (including corn and soybean meal) and energy; (ii) market conditions for finished products, including competition from other global and domestic food processors, supply and pricing of competing products and alternative proteins and demand for alternative proteins; (iii) outbreak of a livestock disease (such as avian influenza (AI) or bovine spongiform encephalopathy (BSE)), which could have an adverse effect on livestock we own, the availability of livestock we purchase, consumer perception of certain protein products or our ability to access certain domestic and foreign markets; (iv) the integration of [removed: AdvancePierre Foods Holdings, Inc.;] [added: acquisitions;] (v) the effectiveness of our financial fitness program; (vi) the implementation of an enterprise resource planning system; (vii) access to foreign markets together with foreign economic conditions, including currency fluctuations, import/export restrictions and foreign politics; (viii) changes in availability and relative costs of labor and contract growers and our ability to maintain good relationships with employees, labor unions, contract growers and independent producers providing us livestock; (ix) issues related to food safety, including costs resulting from product recalls, regulatory compliance and any related claims or litigation; (x) changes in consumer preference and diets and our ability to identify and react to consumer trends; (xi) effectiveness of advertising and marketing programs; (xii) our ability to leverage brand value propositions; (xiii) risks associated with leverage, including cost increases due to rising interest rates or changes in debt ratings or outlook; (xiv) impairment in the carrying value of our goodwill or indefinite life intangible assets; (xv) compliance with and changes to regulations and laws (both domestic and foreign), including changes in accounting standards, tax laws, environmental laws, agricultural laws and occupational, health and safety laws; (xvi) adverse results from litigation; (xvii) cyber incidents, security breaches or other disruptions of our information technology systems; (xviii) our ability to make effective acquisitions or joint ventures and successfully integrate newly acquired businesses into existing operations; (xix) risks associated with our commodity purchasing activities; (xx) the effect of, or changes in, general economic conditions; (xxi) significant marketing plan changes by large customers or loss of one or more large customers; (xxii) impacts on our operations caused by factors and forces beyond our control, such as natural disasters, fire, bioterrorism, pandemics or extreme weather; (xxiii) failure to maximize or assert our intellectual property rights; (xxiv) our participation in a multiemployer pension plan; (xxv) the Tyson Limited Partnership’s ability to exercise significant control over the Company; (xxvi) effects related to changes in tax rates, valuation of deferred tax assets and liabilities, or tax laws and their interpretation; (xxvii) volatility in capital markets or interest rates; [removed: and] (xxviii) [added: impacts or disruptions associated with the announcement and pendency of the acquisition of Keystone Foods; (xxix) the successful acquisition of Keystone Foods; (xxx) risks associated with our failure to integrate Keystone Foods’ operations or to realize the targeted cost savings, revenues and other benefits of the acquisition; and (xxxi)] those factors listed under Item 1A.

Through its Core Values, Tyson Foods is a company of people engaged in the production of food, seeking to pursue trust and integrity, and committed to creating value for our shareholders, our customers, our team members, and our communities.

We strive to be honorable and operate with integrity, be faith-friendly and inclusive, serve as stewards of the resources entrusted to us, and provide a safe work environment.

We operate a fully vertically-integrated chicken production process with the majority of our production certified as no antibiotic ever (sometimes referred to as “NAE”).

In fiscal 2018, we acquired Tecumseh Poultry, LLC ("Tecumseh"), a vertically integrated value-added protein business, and the assets of American Proteins, Inc. and AMPRO Products, Inc. ("American Proteins"), a poultry rendering and blending operation, as part of our strategic expansion and sustainability initiatives.

The results from operations of these businesses are included in our Chicken segment.

In fiscal 2018, we completed the sale of four non-protein businesses as part of our strategic focus on protein brands.

All of these businesses were part of our Prepared Foods segment and included Sara Lee® Frozen Bakery, Kettle, Van’s®, and TNT Crust and produced items such as frozen desserts, waffles, snack bars, soups, sauces, sides and pizza crusts.

The sales included 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, Traverse City, Michigan, and Green Bay, Wisconsin prepared foods facilities.

For further description of these transactions, refer to Part II, Item 8, Notes to Consolidated Financial Statements, Note 3: Acquisitions and Dispositions.

Although we generally expect adequate supply of live hogs in the regions we operate, there may be periods of imbalance in supply and demand.

Through its Core Values, Tyson Foods strives to operate with integrity, create value for its shareholders, customers, communities and team members and serve as a steward of the animals, land and environment entrusted to it.

We operate a fully vertically-integrated chicken production process.

On March [removed: 28,] [added: 27,] 2017, a second class action complaint making similar claims on behalf of a similarly defined putative class was filed in the United States District Court for the Eastern District of Oklahoma.

Other Matters: As of September [removed: 30, 2017,] [added: 29, 2018,] we had approximately [removed: 122,000] [added: 121,000] employees and, at any time, have various employment practices matters outstanding.

The Environmental Protection Bureau (“EPB”) over our Tyson Nantong poultry complex in Jiangsu Province, China, alleges that we failed to complete certain environmental protection examinations and obtain approval of an environmental impact assessment.

The EPB estimates we owe approximately 2.25 million yuan (approximately U.S. $327,000) in penalties.

We are cooperating with the EPB and are awaiting its final determination.

In March 2018 the CARB proposed a civil penalty of $357,000.

In July 2018, we reached a settlement agreement and a penalty of $169,000 was paid in October.

The CARB has not yet made a demand in the matter.

On June 17, 2014, the Missouri attorney general filed a civil lawsuit against us in the Circuit Court of Barry County, Missouri, concerning an incident that occurred in May 2014 in which some feed supplement was discharged from our plant in Monett, Missouri, to the City of Monett’s wastewater treatment plant allegedly leading to a fish kill in a local stream and odor issues around the plant.

In January 2015, a consent judgment was entered that resolved the lawsuit.

The judgment required payment of $540,000, which included amounts for penalties, cost recovery and supplemental environmental projects.

We subsequently satisfied all these requirements, and the consent judgment was terminated in January 2017.

Following a criminal investigation by the EPA into the incident, one of the Company’s subsidiaries, Tyson Poultry, Inc., pled guilty to two misdemeanor violations of the federal Clean Water Act pursuant to a plea agreement conditionally approved on September 27, 2017 by the United States District Court for the Western District of Missouri.

Under the terms of the plea agreement, Tyson Poultry, Inc. has agreed to pay a $2 million fine, to make a $500,000 community service payment and to fund third-party environmental audits of numerous feed mills and wastewater treatment plants.

The court will determine whether to grant final approval of the terms of the plea agreement at a future sentencing hearing to be scheduled following the completion of a pre-sentencing report.

| | For the fiscal year ended | September [removed: 30, 2017] [added: 29, 2018] |

[removed: ][added: ]

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate web site, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit [removed: and post] such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [added: a] smaller reporting company or an emerging growth company.

| Non-accelerated filer | | o [removed: (Do not check if a smaller reporting company)] | | Smaller reporting company | | o |

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of [removed: September 30, 2017.][added: October 27, 2018.]

| Class | | Outstanding Shares | [removed: |]

| Class [removed: A] [added: B] Common Stock, $0.10 Par Value (Class [removed: A] [added: B] stock) | | [removed: 297,596,071 |] [added: 70,010,355] |

| Class [removed: B] [added: A] Common Stock, $0.10 Par Value (Class [removed: B] [added: A] stock) | | [removed: 70,010,755 |] [added: 295,101,105] |

On [removed: April 1, 2017,] [added: March 31, 2018,] the aggregate market value of the registrant’s Class A Common Stock, $0.10 par value (Class A stock), and Class B Common Stock, $0.10 par value (Class B stock), held by non-affiliates of the registrant was [removed: $17,568,317,217] [added: $21,333,435,984] and [removed: $663,691,] [added: $757,882,] respectively.

Portions of the registrant’s definitive Proxy Statement for the registrant’s Annual Meeting of Shareholders to be held February [removed: 8, 2018,] [added: 7, 2019,] are incorporated by reference into Part III of this Annual Report on Form 10-K.

| Item 1. | [removed: [Business](#sC1A6C8DBB9855900BE17B874AF24D602)] [added: [Business](#sBC3E8E56DB825C80BBA410C682EF66A2)] | [removed: [2](#sC1A6C8DBB9855900BE17B874AF24D602)] [added: [3](#sBC3E8E56DB825C80BBA410C682EF66A2)] |

| Item 1A. | [Risk [removed: Factors](#s7557E2C2FEB556F3835C57B9967D35F9)] [added: Factors](#sD3A2D9D0E6205CEDA762DEA9FA15B1CD)] | [removed: [6](#s7557E2C2FEB556F3835C57B9967D35F9)] [added: [7](#sD3A2D9D0E6205CEDA762DEA9FA15B1CD)] |

| Item 1B. | [Unresolved Staff [removed: Comments](#s18EB5B21185B5004887337E4874DC67D)] [added: Comments](#s1F722CAAEB145A9E9BBBE1BF6E2952D8)] | [removed: [15](#s18EB5B21185B5004887337E4874DC67D)] [added: [17](#s1F722CAAEB145A9E9BBBE1BF6E2952D8)] |

| Item 2. | [removed: [Properties](#s13D7BD0324AD506BA5540E532DA8BAFC)] [added: [Properties](#s451463531F265AD9ABEE9E2969B1EA78)] | [removed: [15](#s13D7BD0324AD506BA5540E532DA8BAFC)] [added: [18](#s451463531F265AD9ABEE9E2969B1EA78)] |

| Item 3. | [Legal [removed: Proceedings](#s5A64873B23505242AED2C760E4EBAAF7)] [added: Proceedings](#sC9314E8DDA8055338C0DED2F23C6A949)] | [removed: [16](#s5A64873B23505242AED2C760E4EBAAF7)] [added: [19](#sC9314E8DDA8055338C0DED2F23C6A949)] |

| Item 4. | [Mine Safety [removed: Disclosures](#s532A48ADAF755D99A6D418D4D246B72C)] [added: Disclosures](#sD49609EB0AB25248AD1C8DFCA5E67B52)] | [removed: [17](#s532A48ADAF755D99A6D418D4D246B72C)] [added: [20](#sD49609EB0AB25248AD1C8DFCA5E67B52)] |

| Item 5. | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s4988004AD0845CD2860E94DFA51645A3)] [added: Securities](#s6482832216325763839D876B9AC964A2)] | [removed: [19](#s4988004AD0845CD2860E94DFA51645A3)] [added: [21](#s6482832216325763839D876B9AC964A2)] |

| Item 6. | [Selected Financial [removed: Data](#s779117B534B15D1AA0F18CC1E09D4004)] [added: Data](#s61B61991BE6F5BC384710AE9914216F5)] | [removed: [21](#s779117B534B15D1AA0F18CC1E09D4004)] [added: [23](#s61B61991BE6F5BC384710AE9914216F5)] |

| Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#sEDA30967F6875E9382E0651A7D6B56A0)] [added: Operations](#sCE8D9F6BE7705CC79CFFA7E390B40054)] | [removed: [23](#sEDA30967F6875E9382E0651A7D6B56A0)] [added: [24](#sCE8D9F6BE7705CC79CFFA7E390B40054)] |

| Item 7A. | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#s41BFCEA3933E5DEEB96A349985C8730F)] [added: Risk](#sBEFB4C236DC4530E891B11DFFA89863E)] | [removed: [43](#s41BFCEA3933E5DEEB96A349985C8730F)] [added: [43](#sBEFB4C236DC4530E891B11DFFA89863E)] |

| Item 8. | [Financial Statements and Supplementary [removed: Data](#sEC9850BFD6A9575AA3FA2F1A0C2C3972)] [added: Data](#s6EF0A0D8DD9E54229EF3FACCFC0D1A2D)] | [removed: [45](#sEC9850BFD6A9575AA3FA2F1A0C2C3972)] [added: [45](#s6EF0A0D8DD9E54229EF3FACCFC0D1A2D)] |

| Item 9. | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#sAD0B5B55D5AC50179D787C93700F0324)] [added: Disclosure](#s1463AEDC4B775E5CBF94E031D123DA2C)] | [removed: [90](#sAD0B5B55D5AC50179D787C93700F0324)] [added: [89](#s1463AEDC4B775E5CBF94E031D123DA2C)] |

| Item 9A. | [Controls and [removed: Procedures](#sD68A106CAFF15D318B1D7D15A963C578)] [added: Procedures](#s039898216F615ADABE8E594664AB1E66)] | [removed: [90](#sD68A106CAFF15D318B1D7D15A963C578)] [added: [89](#s039898216F615ADABE8E594664AB1E66)] |

| Item 9B. | [Other [removed: Information](#s833E0336A1BC5704A700F43B63B648DF)] [added: Information](#s97DAE50510685E71B5FC76893C6C7A88)] | [removed: [90](#s833E0336A1BC5704A700F43B63B648DF)] [added: [89](#s97DAE50510685E71B5FC76893C6C7A88)] |

| [PART [removed: III](#s2C8102E2C9C05B95A61B499C3CD3CE56)] [added: III](#s7D1592FF00D05325A7A7F73D01490A7F)] | | |

| Item 10. | [Directors, Executive Officers and Corporate [removed: Governance](#s22215655237D5C3482215AE10126CB9D)] [added: Governance](#sA8D83652EE205CD2AC250C081B4D56B6)] | [removed: [91](#s22215655237D5C3482215AE10126CB9D)] [added: [89](#sA8D83652EE205CD2AC250C081B4D56B6)] |

| Item 11. | [Executive [removed: Compensation](#sA3F8E189B73D55DAA7DD9AF8A992729C)] [added: Compensation](#sE6F07DC1A22858DFA18124C56545F146)] | [removed: [91](#sA3F8E189B73D55DAA7DD9AF8A992729C)] [added: [89](#sE6F07DC1A22858DFA18124C56545F146)] |

| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s179CAC5195DC521D8B1062666BEAAA03)] [added: Matters](#sE8681A29218A5BFB9CDB756ADAA80EB9)] | [removed: [92](#s179CAC5195DC521D8B1062666BEAAA03)] [added: [90](#sE8681A29218A5BFB9CDB756ADAA80EB9)] |

| Item 13. | [Certain Relationships and Related Transactions, and Director [removed: Independence](#sD60F42B433185C5CB2B103C57113C2E2)] [added: Independence](#s0E92911CDE9550338542C261F70B748E)] | [removed: [92](#sD60F42B433185C5CB2B103C57113C2E2)] [added: [90](#s0E92911CDE9550338542C261F70B748E)] |

| Item 14. | [Principal Accounting Fees and [removed: Services](#sC7D1CFA79B025A3C8BF63355B7892E9C)] [added: Services](#sE4609BCE5A3C59149705F0E6EF5B91F9)] | [removed: [92](#sC7D1CFA79B025A3C8BF63355B7892E9C)] [added: [90](#sE4609BCE5A3C59149705F0E6EF5B91F9)] |

| Item 15. | [Exhibits, Financial Statement [removed: Schedules](#sC44DE62CDFD7576DBC43349C19529D3B)] [added: Schedules](#s1DAAE2F42A425A1BA92563BB18F64F42)] | [removed: [93](#sC44DE62CDFD7576DBC43349C19529D3B)] [added: [90](#s1DAAE2F42A425A1BA92563BB18F64F42)] |

| Item 16. | [Form 10-K [removed: Summary](#sdd3440ff4d6e44f082bdf5efc50ee797)] [added: Summary](#s9EB5997DAB07507485E40381EEA2C603)] | [removed: [103](#sdd3440ff4d6e44f082bdf5efc50ee797)] [added: [99](#s9EB5997DAB07507485E40381EEA2C603)] |

10-K 1 tsn201810kq4.htm 10-K

| --- | --- | --- |

| [PART I](#s6A7DA5CBB08D5EEF88107072984B4DEF) | | |

| [PART II](#s8DC34104B6B156C294A799585F65B438) | | |

| | | |

| | | |

| [PART IV](#s38AAD74828B256C9B1D1C723C9ED7A0A) | | |

10-K 1 tsn201710kq4.htm 10-K

| | | | |

| --- | --- | --- | --- |

| | | | |

On October 28, 2017, there were 297,708,610 shares of Class A stock and 70,010,355 shares of Class B stock outstanding.

| [PART I](#sB9179D91CF6B51F6892AD32328B2FAC2) | | |

| [PART II](#sDC1BA37C5EB05EF098230CD729D160CA) | | |

| [PART IV](#s5F612D5016C053FEA680F1D47FDCC276) | | |

We have production and distribution operations in the following states: Alabama, Arizona, Arkansas, California, Delaware, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Maine, Maryland, Michigan, Mississippi, Missouri, Nebraska, New Jersey, North Carolina, Oklahoma, Ohio, Pennsylvania, South Carolina, Tennessee, Texas, Virginia, [removed: Washington] [added: Washington,] and Wisconsin.

Additionally, we have sales offices, facilities or participate in joint venture operations in Argentina, Brazil, Canada, China, [added: Colombia,] the Dominican Republic, Hong Kong, India, Japan, Mexico, the Netherlands, New Zealand, the Philippines, South Korea, Spain, Taiwan, Turkey, the United Arab Emirates, the United Kingdom and Venezuela.

| | Number of Facilities [added: at September 29, 2018] | | | | | | | |

| Processing plants(1) [added: (2)] | [removed: 47] [added: 48] | | | [removed: 1] [added: 2] | | | [removed: 48] [added: 50] | |

| Rendering [removed: plants] [added: plants(3)] | [removed: 9] [added: 13] | | | — | | | [removed: 9] [added: 13] | |

| Blending [removed: mills] [added: mills(3)] | [removed: 2] [added: 7] | | | [removed: —] [added: 5] | | | [removed: 2] [added: 12] | |

| Broiler hatcheries | [removed: 59] [added: 56] | | | [removed: 3] [added: 2] | | | [removed: 62] [added: 58] | |

| Broiler farm [removed: houses] [added: houses(2)] | [removed: 50] [added: 52] | | | — | | | [removed: 50] [added: 52] | |

| Processing plants(1) [added: (5)] | [removed: 38] [added: 34] | | | [removed: 4] [added: 3] | | | [removed: 42] [added: 37] | |

| Distribution [removed: Centers(2)] [added: Centers (6)] | [removed: 12] [added: 14] | | | [removed: 2] [added: 3] | | | [removed: 14] [added: 17] | |

| Cold Storage [removed: Facilities(2)] [added: Facilities] | 51 | | | 1 | | | 52 | |

| | | | | [removed: Capacity(3)] [added: Capacity(7)] per week at September [removed: 30, 2017] [added: 29, 2018] | | | Fiscal [removed: 2017] [added: 2018] Average Capacity [removed: Utilization] [added: Utilization(7)] | |

| Beef Production Facilities | | | | [removed: 162,000] [added: 156,000] head | | | [removed: 80] [added: 85] | % |

| Pork Production Facilities | | | | [removed: 456,000] [added: 458,000] head | | | [removed: 93] [added: 89] | % |

| Chicken Production Facilities | | | | [removed: 39] [added: 42] million head | | | 89 | % |

| Prepared Foods Processing Facilities | | | | [removed: 88] [added: 77] million pounds | | | [removed: 85] [added: 86] | % |

| (1) | Certain facilities [removed: acquired in the AdvancePierre acquisition] produce products that are reported in both the Chicken and Prepared Foods segments. For presentation purposes, [removed: the acquired] facilities are reflected in the segment that had the majority of the facility’s production. [removed: As a result, two facilities were added to the Chicken] [added: The Prepared Foods] segment [removed: and eight] [added: includes two owned] facilities [removed: were added to] [added: acquired in] the [removed: Prepared Foods segment.] [added: Original Philly acquisition.] |

| [removed: (2)] [added: (6)] | Includes [removed: a leased] [added: two owned] Distribution [removed: Center] [added: Centers] and a leased [removed: Cold Storage Facility] [added: Distribution Center] acquired in the [removed: AdvancePierre] [added: American Proteins, Inc.] acquisition. |

[removed: (3)] [added: | (7) |] Capacity per week based on the following: Beef and Pork (six day week) and Chicken and Prepared Foods (five day week). [added: Capacity per week at year end is also impacted by the sale of non-protein businesses, net of acquisitions, during fiscal 2018. Average capacity utilization is based on capacity available throughout the year. |]

The blending mills, feed [removed: mills] [added: mills, grain elevators] and broiler hatcheries have sufficient capacity to meet the needs of the chicken growout operations.

Prepared Foods: Prepared Foods plants process fresh and frozen chicken, turkey, beef, pork and other raw materials into ready-to-eat sandwiches, sandwich components such as flame-grilled hamburgers and Philly steaks, pizza toppings, branded and processed meats, [removed: desserts,] appetizers, prepared meals, ethnic foods, [removed: soups, sauces, side dishes, pizza crusts,] flour and corn tortilla products and meat dishes.

In addition, our foreign chicken production operations in China [removed: and India] include [removed: four] [added: two] processing [removed: plants,] [added: plants and] two [removed: rendering plants, three] feed [removed: mills and five broiler hatcheries.][added: mills.]

| Grain elevators(2) (4) | 5 | | | 1 | | | 6 | |

| Breeder houses | 494 | | | 44 | | | 538 | |

| (2) | The Tecumseh Poultry, LLC. acquisition included two owned processing plants, a leased grain elevator and two broiler farm houses. |

| | |

| --- | --- |

| (3) | The American Proteins, Inc. acquisition included four rendering plants and five owned and five leased blending mills. |

| | |

| --- | --- |

| (4) | Includes five grain elevators purchased in fiscal 2018. |

| | |

| --- | --- |

| (5) | Excludes five owned and a leased facility related to divestitures during fiscal 2018. |

| | |

| --- | --- |

| | |

| --- | --- |

| Breeder houses | 457 | | | 44 | | | 501 | |

The name, title, age [removed: (as of September 30, 2017)] and calendar year of initial election to executive office of our executive officers are listed below:

| John Tyson | | Chairman of the Board of Directors | | [removed: 64] [added: 65] | | 2011 |

| Curt T. Calaway | | Senior Vice [removed: President, Controller] [added: President Finance, Treasurer] and Chief Accounting Officer | | [removed: 44] [added: 45] | | 2012 |

| Sally Grimes | | Group President Prepared Foods | | [removed: 46] [added: 47] | | 2014 |

| [removed: Thomas P. Hayes] [added: Mary Oleksiuk] | | [added: Executive Vice] President and Chief [removed: Executive] [added: Human Resources] Officer | | [removed: 52] [added: 56] | | 2014 |

| [removed: Dennis Leatherby] [added: Stewart Glendinning] | | Executive Vice President and Chief Financial Officer | | [removed: 57] [added: 53] | | [removed: 1994] [added: 2017] |

[removed: |] Mary Oleksiuk [removed: | |] [added: was appointed] Executive Vice President and Chief Human Resources Officer [removed: | | 55 | | 2014 |][added: in 2014.]

| Doug Ramsey | | Group President Poultry | | [removed: 48] [added: 49] | | 2017 |

| Scott Rouse | | [added: Executive Vice President and] Chief Customer Officer | | [removed: 54] [added: 55] | | 2017 |

| Stephen Stouffer | | [added: Group] President Fresh Meats | | [removed: 57] [added: 58] | | 2013 |

| [removed: David L. Van Bebber] [added: Amy Tu] | | Executive Vice President and General Counsel | | [removed: 61] [added: 51] | | [removed: 2008] [added: 2017] |

[removed: Calaway] [added: Calaway, our Chief Accounting Officer,] was [added: also] appointed Senior Vice [added: President Finance and Treasurer in August 2018, after serving as Senior Vice] President, Controller and Chief Accounting Officer [removed: in] [added: since] 2012, [removed: after] [added: and] serving as Vice President, Audit and Compliance since 2008.

Sally Grimes was appointed Group President, Prepared Foods in August 2017, after serving as President, North American Retail since February 2017, Chief Global Growth Officer and President International since [removed: October] 2016, [removed: President, International] and Chief Global Growth Officer since [removed: August 2016, and Chief Global Growth Officer since June] 2015 following her appointment as President and Global Growth Officer in 2014.

[removed: Dennis Leatherby] [added: Scott Spradley] was appointed Executive Vice President and Chief [removed: Financial] [added: Technology] Officer in [removed: 2008.][added: 2017.]

Mr. Ramsey previously served as Senior Vice President Big Bird/Fowl since 2014, and Senior Vice President and GM [removed: Value] [added: Value-Added] since 2011.

Scott Rouse was appointed [added: Executive Vice President and] Chief Customer Officer in [removed: September] 2014, after serving as Senior Vice President Customer Development since 2006.

Stouffer was appointed [added: Group] President, Fresh Meats in [removed: 2013,] [added: October 2018,] after serving as [added: President, Fresh Meats since 2013, and] Senior Vice President, Beef Margin Management since 2012.

[removed: Van Bebber] [added: Amy Tu] was appointed Executive Vice President and General Counsel in [removed: 2008.][added: December 2017.]

Noel White was appointed [added: President and Chief Executive Officer on September 30, 2018, after serving as] Group President, Fresh [removed: Meats/International] [added: Meats and International and Chief Operations Officer, each] in [removed: August] 2017, [removed: after serving as] President, Poultry since 2013, [removed: after serving as] [added: and] Senior Group Vice President, Fresh Meats since 2009.

| Scott Spradley | | Executive Vice President and Chief Technology Officer | | 53 | | 2017 |

| Noel White | | President and Chief Executive Officer | | 60 | | 2009 |

| Justin Whitmore | | Executive Vice President Continuous Improvement and Chief Sustainability Officer | | 36 | | 2017 |

Stewart Glendinning was appointed Executive Vice President and Chief Financial Officer in February 2018 after serving as Executive Vice President since his initial employment by the Company in December 2017.

Justin Whitmore was appointed Executive Vice President Continuous Improvement and Chief Sustainability Officer in October 2018, after serving as Executive Vice President Corporate Strategy and Chief Sustainability Officer since December 2017, Chief Sustainability Officer and Senior Vice President Corporate Strategy since August 2017, Chief Sustainability Officer since May 2017.

| Noel White | | Group President Fresh Meats & International | | 59 | | 2009 |

Thomas P.

Hayes was appointed Chief Executive Officer in December 2016 following his appointment as President in June 2016.

Prior to that, he served as the Chief Commercial Officer since June 2015 after being appointed President, Foodservice in 2014.

Mr. Hayes previously served as Executive Vice President and Chief Supply Chain Officer of Hillshire Brands since 2012.

Mr. Hayes was initially employed by the Sara Lee Corporation, the predecessor to Hillshire Brands, in 2006.

Mr. Leatherby was initially employed by the Company in 1990.

Mary Oleksiuk was appointed Executive Vice President and Chief Human Resources Officer in September 2014.

David L.

Mr. Van Bebber was initially employed by Lane Processing in 1982.

Lane Processing was acquired by the Company in 1986.

As of October [removed: 28, 2017,] [added: 27, 2018,] there were approximately [removed: 20,000] [added: 21,000] holders of record of our Class A stock and six holders of record of our Class B stock.

In fiscal [removed: 2016,] [added: 2018,] the annual dividend rate for Class A stock was [removed: $0.60] [added: $1.20] per share and the annual dividend rate for Class B stock was [removed: $0.54] [added: $1.08] per share.

[removed: On] [added: Effective] November [removed: 10, 2017,] [added: 12, 2018,] the Board of Directors increased the quarterly dividend previously declared on August [removed: 10, 2017,] [added: 9, 2018,] to [removed: $0.30] [added: $0.375] per share on our Class A stock and [removed: $0.27] [added: $0.3375] per share on our Class B stock.

The increased quarterly dividend is payable on December [removed: 15, 2017,] [added: 14, 2018,] to shareholders of record at the close of business on [removed: December 1, 2017.][added: November 30, 2018.]

Also [removed: on] [added: effective] November [removed: 10, 2017,] [added: 12, 2018,] the Board of Directors declared a quarterly dividend of [removed: $0.30] [added: $0.375] per share on our Class A stock and [removed: $0.27] [added: $0.3375] per share on our Class B stock, payable on March 15, [removed: 2018,] [added: 2019,] to shareholders of record at the close of business on March 1, [removed: 2018.][added: 2019.]

We anticipate the remaining quarterly dividends in fiscal [removed: 2018] [added: 2019] will be [removed: $0.30] [added: $0.375] and [removed: $0.27] [added: $0.3375] per share of our Class A and Class B stock, respectively.

This results in an annual dividend rate in fiscal [removed: 2018] [added: 2019] of [removed: $1.20] [added: $1.50] for Class A shares and [removed: $1.08] [added: $1.35] for Class B shares, or a [removed: 33%] [added: 25%] increase compared to the fiscal [removed: 2017] [added: 2018] annual dividend rate.

Our Class A stock is traded on the New York Stock Exchange under the symbol “TSN.” No public trading market currently exists for [removed: our Class B stock.]

| (2) | We purchased [removed: 194,741] [added: 165,161] shares during the period that were not made pursuant to our previously announced stock repurchase program, but were purchased to fund certain Company obligations under our equity compensation plans. These transactions included [removed: 178,162] [added: 112,066] shares purchased in open market transactions and [removed: 16,579] [added: 53,095] shares withheld to cover required tax withholdings on the vesting of restricted stock. |

The following graph shows a five-year comparison of cumulative total returns for our Class A stock, the Standard & Poor’s (S&P) 500 [removed: Index] [added: Index,] our previous peer group and our current peer group of companies described below.

[removed: ][added: ]

The total cumulative return on investment (change in the year-end stock price plus reinvested dividends), which is based on the stock price or composite index at the end of fiscal [removed: 2012,] [added: 2013,] is presented for each of the periods for the Company, the S&P 500 Index, the previous peer group and our current peer group.

The [added: changes from our previous peer group to our current peer group was that our previous group included Dean Foods Company and McCormick & Co. The] complete list of our current peer group includes: Archer-Daniels-Midland Company, Bunge Limited, Campbell Soup Company, ConAgra Foods, Inc., [removed: Dean Foods Company,] General Mills, Inc., Hormel Foods Corp., Kellogg Co., Kraft Heinz Company, [removed: McCormick & Co.,] Mondelez International Inc., PepsiCo, Inc., Pilgrim's Pride Corporation, The Coca-Cola Company, The Hershey Company and The J.M. Smucker Company.

our Class B stock.

| Jul. 1, 2018 to Jul. 28, 2018 | 93,944 | | | $ | 66.00 | | — | | | 23,744,585 | |

| Jul. 29, 2018 to Sept. 1, 2018 | 687,720 | | | 62.66 | | | 637,424 | | | 23,107,161 | |

| Sept. 2, 2018 to Sept. 29, 2018 | 181,909 | | | 62.20 | | | 160,988 | | | 22,946,173 | |

| Total | 963,573 | | (2) | $ | 62.90 | | 798,412 | | (3) | 22,946,173 | |

| | 9/28/13 | | | | 9/27/14 | | | | 10/3/15 | | | | 10/1/16 | | | | 9/30/17 | | | | 9/29/18 | | |

| Tyson Foods, Inc. | $ | 100.00 | | | $ | 133.03 | | | $ | 157.97 | | | $ | 268.27 | | | $ | 256.90 | | | $ | 220.78 | |

| S&P 500 Index | 100.00 | | | | 119.73 | | | | 119.00 | | | | 137.36 | | | | 162.92 | | | | 192.10 | | |

| Previous Peer Group | 100.00 | | | | 114.65 | | | | 121.89 | | | | 138.71 | | | | 138.27 | | | | 139.24 | | |

| Current Peer Group | 100.00 | | | | 114.98 | | | | 121.92 | | | | 138.54 | | | | 138.08 | | | | 138.36 | | |

The high and low sales prices of our Class A stock for each quarter of fiscal 2017 and 2016 are represented in the table below.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | |

| | 2017 | | | | | | | 2016 | | | | | | |

| | High | | | | Low | | | High | | | | Low | | |

| First Quarter | $ | 75.33 | | | 55.72 | | | $ | 54.42 | | | $ | 42.89 | |

| Second Quarter | 67.14 | | | | 61.00 | | | 68.17 | | | | 48.52 | | |

| Third Quarter | 66.87 | | | | 57.20 | | | 70.44 | | | | 59.45 | | |

| Fourth Quarter | 70.80 | | | | 58.36 | | | 77.05 | | | | 65.83 | | |

| Jul. 2, 2017 to Jul. 29, 2017 | 69,962 | | | $ | 61.36 | | — | | | 27,821,995 | |

| Jul. 30, 2017 to Sept. 2, 2017 | 82,328 | | | 64.40 | | | — | | | 27,821,995 | |

| Sept. 3, 2017 to Sept. 30, 2017 | 42,451 | | | 65.57 | | | — | | | 27,821,995 | |

| Total | 194,741 | | (2) | $ | 63.56 | | — | | (3) | 27,821,995 | |

| | 9/29/12 | | | | 9/28/13 | | | | 9/27/14 | | | | 10/3/15 | | | | 10/1/16 | | | | 9/30/17 | | |

| Tyson Foods, Inc. | $ | 100.00 | | | $ | 181.00 | | | $ | 240.79 | | | $ | 285.92 | | | $ | 485.58 | | | $ | 465.00 | |

| S&P 500 Index | 100.00 | | | | 119.34 | | | | 142.89 | | | | 154.00 | | | | 160.94 | | | | 194.44 | | |

| Previous Peer Group | 100.00 | | | | 121.82 | | | | 140.64 | | | | 154.48 | | | | 174.37 | | | | 171.50 | | |

| Current Peer Group | 100.00 | | | | 115.59 | | | | 132.52 | | | | 140.88 | | | | 160.33 | | | | 159.82 | | |

The changes from our previous peer group to our current peer group was that our previous group included Sanderson Farms and our current peer group includes the addition of the Kraft Heinz Company and The Coca-Cola Company.

| | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |

| Sales | $ | [removed: 38,260] [added: 40,052] | | | $ | [removed: 36,881] [added: 38,260] | | | $ | [removed: 41,373] [added: 36,881] | | | $ | [removed: 37,580] [added: 41,373] | | | $ | [removed: 34,374] [added: 37,580] | |

| Operating income | [removed: 2,931] [added: 3,055] | | | | [removed: 2,833] [added: 2,931] | | | | [removed: 2,169] [added: 2,833] | | | | [removed: 1,430] [added: 2,169] | | | | [removed: 1,375] [added: 1,430] | | |

| Net interest expense | [removed: 272] [added: 343] | | | | [removed: 243] [added: 272] | | | | [removed: 284] [added: 243] | | | | [removed: 125] [added: 284] | | | | [removed: 138] [added: 125] | | |

| [removed: Income from continuing operations] [added: Net income] | [removed: 1,778] [added: 3,027] | | | | [removed: 1,772] [added: 1,778] | | | | [removed: 1,224] [added: 1,772] | | | | [removed: 856] [added: 1,224] | | | | [removed: 848] [added: 856] | | |

| Net income | [removed: 1,778] [added: $] | [added: 3,027] | | | [removed: 1,772] [added: $] | [added: 1,778] | | | [removed: 1,224] [added: $] | [added: 1,772] | | | [removed: 856] [added: $] | [added: 1,224] | | | [removed: 778] [added: $] | [added: 856] | |

| Net income attributable to Tyson | [removed: 1,774] [added: 3,024] | | | | [removed: 1,768] [added: 1,774] | | | | [removed: 1,220] [added: 1,768] | | | | [removed: 864] [added: 1,220] | | | | [removed: 778] [added: 864] | | |

| [removed: Income from continuing operations] [added: Net income] | [removed: 4.79] [added: 8.19] | | | | [removed: 4.53] [added: 4.79] | | | | [removed: 2.95] [added: 4.53] | | | | [removed: 2.37] [added: 2.95] | | | | [removed: 2.31] [added: 2.37] | | |

| Class A | [removed: 0.975] [added: 1.275] | | | | [removed: 0.650] [added: 0.975] | | | | [removed: 0.425] [added: 0.650] | | | | [removed: 0.325] [added: 0.425] | | | | [removed: 0.310] [added: 0.325] | | |

| Class B | [removed: 0.878] [added: 1.148] | | | | [removed: 0.585] [added: 0.878] | | | | [removed: 0.383] [added: 0.585] | | | | [removed: 0.294] [added: 0.383] | | | | [removed: 0.279] [added: 0.294] | | |

| Cash and cash equivalents | $ | [removed: 318] [added: 270] | | | $ | [removed: 349] [added: 318] | | | $ | [removed: 688] [added: 349] | | | $ | [removed: 438] [added: 688] | | | $ | [removed: 1,145] [added: 438] | |

| Total assets | [removed: 28,066] [added: 29,109] | | | | [removed: 22,373] [added: 28,066] | | | | [removed: 22,969] [added: 22,373] | | | | [removed: 23,906] [added: 22,969] | | | | [removed: 12,167] [added: 23,906] | | |

| Total [added: gross] debt | [removed: 10,203] [added: 9,873] | | | | [removed: 6,279] [added: 10,203] | | | | [removed: 6,690] [added: 6,279] | | | | [removed: 8,128] [added: 6,690] | | | | [removed: 2,398] [added: 8,128] | | |

| Shareholders’ equity | [removed: 10,559] [added: 12,811] | | | | [removed: 9,624] [added: 10,559] | | | | [removed: 9,706] [added: 9,624] | | | | [removed: 8,904] [added: 9,706] | | | | [removed: 6,233] [added: 8,904] | | |

| Depreciation and amortization | $ | [removed: 761] [added: 943] | | | $ | [removed: 705] [added: 761] | | | $ | [removed: 711] [added: 705] | | | $ | [removed: 530] [added: 711] | | | $ | [removed: 519] [added: 530] | |

| Capital expenditures | [removed: 1,069] [added: 1,200] | | | | [removed: 695] [added: 1,069] | | | | [removed: 854] [added: 695] | | | | [removed: 632] [added: 854] | | | | [removed: 558] [added: 632] | | |

| EBITDA | [removed: 3,648] [added: 4,021] | | | | [removed: 3,538] [added: 3,648] | | | | [removed: 2,906] [added: 3,538] | | | | [removed: 1,897] [added: 2,906] | | | | [removed: 1,818] [added: 1,897] | | |

| Return on invested capital | [removed: 16.3] [added: 14.3] | | % | | [removed: 18.1] [added: 16.3] | | % | | [removed: 13.4] [added: 18.1] | | % | | [removed: 11.9] [added: 13.4] | | % | | [removed: 18.5] [added: 11.9] | | % |

| Effective tax rate [removed: for continuing operations] | [removed: 32.3] [added: (10.3] | | [removed: %] [added: )%] | | [removed: 31.8] [added: 32.3] | | % | | [removed: 36.3] [added: 31.8] | | % | | [removed: 31.6] [added: 36.3] | | % | | [removed: 32.6] [added: 31.6] | | % |

| Total debt to capitalization | [removed: 49.1] [added: 43.5] | | % | | [removed: 39.5] [added: 49.1] | | % | | [removed: 40.8] [added: 39.5] | | % | | [removed: 47.7] [added: 40.8] | | % | | [removed: 27.8] [added: 47.7] | | % |

| Book value per share | $ | [removed: 28.72] [added: 35.09] | | | $ | [removed: 25.67] [added: 28.72] | | | $ | [removed: 24.25] [added: 25.67] | | | $ | [removed: 21.86] [added: 24.25] | | | $ | [removed: 18.13] [added: 21.86] | |

| [removed: a.] [added: b.] | Fiscal 2017 net income included $103 million pretax expense of AdvancePierre purchase accounting and acquisition related costs, pretax impairment charges of $52 million related to our San Diego Prepared Foods operation and $45 million related to the expected sale of a non-protein business and pretax restructuring and related charges of $150 million. |

| [removed: b.] [added: c.] | Fiscal 2016 net income included $53 million related to the recognition of previously unrecognized tax benefits and audit settlements. In fiscal 2016, we adopted new accounting guidance, retrospectively, requiring classification of debt issuance costs as a reduction of the carrying value of the debt. In doing so, $29 million, $35 million, $50 million and $10 million of deferred issuance costs have been reclassified from Other Assets to Long-Term Debt in our Consolidated Balance Sheets for fiscal 2016, 2015, 2014 and 2013 respectively. This change is reflected above in total assets, total debt, total debt to capitalization and return on invested capital ratios. |

| [removed: c.] [added: d.] | Fiscal 2015 was a 53-week year, while the other years presented were 52-week years. Fiscal 2015 included a $169 million pretax impairment charge related to our China operation, $57 million pretax expense related to merger and integration costs, $59 million pretax impairment charges related to our Prepared Foods network optimization, $12 million pretax charges related to Denison impairment and plant closure costs, $8 million pretax gain related to net insurance proceeds (net of costs) related to a legacy Hillshire Brands plant fire, $21 million pretax gain on the sale of equity securities, $161 million pretax gain on the sale of the Mexico operation, $39 million pretax gain related to the impact of the additional week in fiscal 2015 and $26 million unrecognized tax benefit gain. |

| [removed: d.] [added: e.] | Fiscal 2014 included a $42 million pretax impairment charge and other costs related to the sale of our Brazil operation and Mexico's undistributed earnings tax, $197 million pretax expense related to the Hillshire Brands acquisition, integration and costs associated with our Prepared Foods improvement plan, $40 million pretax expense related to the Hillshire Brands post-closing results, purchase price accounting, and costs related to a legacy Hillshire Brands plant fire, $27 million pretax expense related to the Hillshire Brands acquisition financing incremental interest cost and $52 million unrecognized tax benefit gain. |

| | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |

| Less: Interest income | (7 | | ) | | [removed: (6] [added: (7] | | ) | | [removed: (9] [added: (6] | | ) | | [removed: (7] [added: (9] | | ) | | (7 | | ) |

| Add: Interest expense | [removed: 279] [added: 350] | | | | [removed: 249] [added: 279] | | | | [removed: 293] [added: 249] | | | | [removed: 132] [added: 293] | | | | [removed: 145] [added: 132] | | |

| Add: Income tax expense [removed: (a)] [added: (benefit)] | [removed: 850] [added: (282] | | [added: )] | | [removed: 826] [added: 850] | | | | [removed: 697] [added: 826] | | | | [removed: 396] [added: 697] | | | | [removed: 411] [added: 396] | | |

| Add: Depreciation | [removed: 642] [added: 723] | | | | [removed: 617] [added: 642] | | | | [removed: 609] [added: 617] | | | | [removed: 494] [added: 609] | | | | [removed: 474] [added: 494] | | |

| Add: Amortization [removed: (b)] [added: (a)] | [removed: 106] [added: 210] | | | | [removed: 80] [added: 106] | | | | [removed: 92] [added: 80] | | | | [removed: 26] [added: 92] | | | | [removed: 17] [added: 26] | | |

| EBITDA | $ | [removed: 3,648] [added: 4,021] | | | $ | [removed: 3,538] [added: 3,648] | | | $ | [removed: 2,906] [added: 3,538] | | | $ | [removed: 1,897] [added: 2,906] | | | $ | [removed: 1,818] [added: 1,897] | |

| Total gross debt | $ | [removed: 10,203] [added: 9,873] | | | $ | [removed: 6,279] [added: 10,203] | | | $ | [removed: 6,690] [added: 6,279] | | | $ | [removed: 8,128] [added: 6,690] | | | $ | [removed: 2,398] [added: 8,128] | |

| Less: Cash and cash equivalents | [removed: (318] [added: (270] | | ) | | [removed: (349] [added: (318] | | ) | | [removed: (688] [added: (349] | | ) | | [removed: (438] [added: (688] | | ) | | [removed: (1,145] [added: (438] | | ) |

| Less: Short-term investments | [removed: (3] [added: (1] | | ) | | [removed: (4] [added: (3] | | ) | | [removed: (2] [added: (4] | | ) | | [removed: (1] [added: (2] | | ) | | (1 | | ) |

| Total net debt | $ | [removed: 9,882] [added: 9,602] | | | $ | [removed: 5,926] [added: 9,882] | | | $ | [removed: 6,000] [added: 5,926] | | | $ | [removed: 7,689] [added: 6,000] | | | $ | [removed: 1,252] [added: 7,689] | |

| Gross debt/EBITDA | [removed: 2.8x] [added: 2.5x] | | | | [removed: 1.8x] [added: 2.8x] | | | | [removed: 2.3x] [added: 1.8x] | | | | [removed: 4.3x] [added: 2.3x] | | | | [removed: 1.3x] [added: 4.3x] | | |

| Net debt/EBITDA | [removed: 2.7x] [added: 2.4x] | | | | [removed: 1.7x] [added: 2.7x] | | | | [removed: 2.1x] [added: 1.7x] | | | | [removed: 4.1x] [added: 2.1x] | | | | [removed: 0.7x] [added: 4.1x] | | |

| [removed: (b)] [added: (a)] | Excludes the amortization of debt issuance and debt discount expense of [added: $10 million,] $13 million, $8 million, $10 [removed: million, $10] million and [removed: $28] [added: $10] million for fiscal [added: 2018,] 2017, 2016, [removed: 2015, 2014] [added: 2015] and [removed: 2013,] [added: 2014,] respectively, as it is included in Interest expense. |

EBITDA [removed: represents net income,] [added: is defined as] net [removed: of] [added: income before] interest, income [removed: tax and] [added: taxes,] depreciation and amortization.

| a. | Fiscal 2018 net income included $1,003 million post-tax recognition of tax benefit from remeasurement of net deferred tax liabilities at lower enacted tax rates, $109 million pretax one-time cash bonus to our hourly frontline employees, $68 million pretax impairment charge net of a realized gain related to the divestiture of non-protein businesses and $59 million pretax restructuring and related charges. |

| Loss from discontinued operation, net of tax | — | | | | — | | | | — | | | | — | | | | (70 | | ) |

| Loss from discontinued operation | — | | | | — | | | | — | | | | — | | | | (0.19 | | ) |

| Net income | 4.79 | | | | 4.53 | | | | 2.95 | | | | 2.37 | | | | 2.12 | | |

| Stock price high | 75.33 | | | | 77.05 | | | | 45.10 | | | | 44.24 | | | | 32.40 | | |

| Stock price low | 55.72 | | | | 42.89 | | | | 37.02 | | | | 27.33 | | | | 15.93 | | |

| | |

| --- | --- |

| e. | Fiscal 2013 included a $19 million currency translation adjustment gain recognized in conjunction with the receipt of proceeds constituting the final resolution of our investment in Canada. Additionally, in fiscal 2013 we determined our Weifang operation (Weifang) was no longer core to the execution of our strategy in China. In July 2013, we completed the sale of Weifang. Non-cash charges related to the impairment of assets in Weifang amounted to $56 million in fiscal 2013. |

| Net income | $ | 1,778 | | | $ | 1,772 | | | 1,224 | | | | $ | 856 | | | $ | 778 | |

| (a) | Includes income tax expense of discontinued operation. |

| | Three years ended September [removed: 30, 2017] [added: 29, 2018] | | | | | | | | | | |

| | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | |

| Sales | $ | [removed: 38,260] [added: 40,052] | | | $ | [removed: 36,881] [added: 38,260] | | | $ | [removed: 41,373] [added: 36,881] | |

| Cost of Sales | [removed: 33,177] [added: 34,926] | | | | [removed: 32,184] [added: 33,177] | | | | [removed: 37,456] [added: 32,184] | | |

| Gross Profit | [removed: 5,083] [added: 5,126] | | | | [removed: 4,697] [added: 5,083] | | | | [removed: 3,917] [added: 4,697] | | |

| Selling, General and Administrative | [removed: 2,152] [added: 2,071] | | | | [removed: 1,864] [added: 2,152] | | | | [removed: 1,748] [added: 1,864] | | |

| Operating Income | [removed: 2,931] [added: 3,055] | | | | [removed: 2,833] [added: 2,931] | | | | [removed: 2,169] [added: 2,833] | | |

| Interest income | (7 | | ) | | [removed: (6] [added: (7] | | ) | | [removed: (9] [added: (6] | | ) |

| Interest expense | [removed: 279] [added: 350] | | | | [removed: 249] [added: 279] | | | | [removed: 293] [added: 249] | | |

| Other, net | [removed: 31] [added: (33] | | [added: )] | | [removed: (8] [added: 31] | | [removed: )] | | [removed: (36] [added: (8] | | ) |

| Total Other (Income) Expense | [removed: 303] [added: 310] | | | | [removed: 235] [added: 303] | | | | [removed: 248] [added: 235] | | |

| Income before Income Taxes | [removed: 2,628] [added: 2,745] | | | | [removed: 2,598] [added: 2,628] | | | | [removed: 1,921] [added: 2,598] | | |

| Income Tax Expense [added: (Benefit)] | [removed: 850] [added: (282] | | [added: )] | | [removed: 826] [added: 850] | | | | [removed: 697] [added: 826] | | |

| Net Income | [removed: 1,778] [added: 3,027] | | | | [removed: 1,772] [added: 1,778] | | | | [removed: 1,224] [added: 1,772] | | |

| Less: Net Income Attributable to Noncontrolling Interests | [removed: 4] [added: 3] | | | | 4 | | | | 4 | | |

| Net Income Attributable to Tyson | $ | [removed: 1,774] [added: 3,024] | | | $ | [removed: 1,768] [added: 1,774] | | | $ | [removed: 1,220] [added: 1,768] | |

| Class A Basic | [removed: 296] [added: 295] | | | | [removed: 315] [added: 296] | | | | [removed: 335] [added: 315] | | |

| Diluted | [removed: 370] [added: 369] | | | | [removed: 390] [added: 370] | | | | [removed: 413] [added: 390] | | |

| Class A Basic | $ | [removed: 4.94] [added: 8.44] | | | $ | [removed: 4.67] [added: 4.94] | | | $ | [removed: 3.06] [added: 4.67] | |

| Class B Basic | $ | [removed: 4.45] [added: 7.59] | | | $ | [removed: 4.24] [added: 4.45] | | | $ | [removed: 2.79] [added: 4.24] | |

| Diluted | $ | [removed: 4.79] [added: 8.19] | | | $ | [removed: 4.53] [added: 4.79] | | | $ | [removed: 2.95] [added: 4.53] | |

| Class A | $ | [removed: 0.975] [added: 1.275] | | | $ | [removed: 0.650] [added: 0.975] | | | $ | [removed: 0.425] [added: 0.650] | |

| Class B | $ | [removed: 0.878] [added: 1.148] | | | $ | [removed: 0.585] [added: 0.878] | | | $ | [removed: 0.383] [added: 0.585] | |

| | Three years ended September [removed: 30, 2017] [added: 29, 2018] | | | | | | | | | | |

| | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | |

| Net Income | $ | [removed: 1,778] [added: 3,027] | | | $ | [removed: 1,772] [added: 1,778] | | | $ | [removed: 1,224] [added: 1,772] | |