Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

TYSON FOODS, INC.

CONSOLIDATED STATEMENTS OF INCOME

Three years ended September 29, 2018
in millions, except per share data
201820172016
Sales$40,052$38,260$36,881
Cost of Sales34,92633,17732,184
Gross Profit5,1265,0834,697
Selling, General and Administrative2,0712,1521,864
Operating Income3,0552,9312,833
Other (Income) Expense:
Interest income(7)(7)(6)
Interest expense350279249
Other, net(33)31(8)
Total Other (Income) Expense310303235
Income before Income Taxes2,7452,6282,598
Income Tax Expense (Benefit)(282)850826
Net Income3,0271,7781,772
Less: Net Income Attributable to Noncontrolling Interests344
Net Income Attributable to Tyson$3,024$1,774$1,768
Weighted Average Shares Outstanding:
Class A Basic295296315
Class B Basic707070
Diluted369370390
Net Income Per Share Attributable to Tyson:
Class A Basic$8.44$4.94$4.67
Class B Basic$7.59$4.45$4.24
Diluted$8.19$4.79$4.53

See accompanying notes.

TYSON FOODS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three years ended September 29, 2018
in millions
201820172016
Net Income$3,027$1,778$1,772
Other Comprehensive Income (Loss), Net of Taxes:
Derivatives accounted for as cash flow hedges(7)—(1)
Investments(1)(1)—
Currency translation(29)64
Postretirement benefits(7)5642
Total Other Comprehensive Income (Loss), Net of Taxes(44)6145
Comprehensive Income2,9831,8391,817
Less: Comprehensive Income Attributable to Noncontrolling Interests344
Comprehensive Income Attributable to Tyson$2,980$1,835$1,813

See accompanying notes.

TYSON FOODS, INC.

CONSOLIDATED BALANCE SHEETS

September 29, 2018, and September 30, 2017
in millions, except share and per share data
20182017
Assets
Current Assets:
Cash and cash equivalents$270$318
Accounts receivable, net1,7231,675
Inventories3,5133,239
Other current assets182219
Assets held for sale—807
Total Current Assets5,6886,258
Net Property, Plant and Equipment6,1695,568
Goodwill9,7399,324
Intangible Assets, net6,7596,243
Other Assets754673
Total Assets$29,109$28,066
Liabilities and Shareholders’ Equity
Current Liabilities:
Current debt$1,911$906
Accounts payable1,6941,698
Other current liabilities1,4261,424
Liabilities held for sale—4
Total Current Liabilities5,0314,032
Long-Term Debt7,9629,297
Deferred Income Taxes2,1072,979
Other Liabilities1,1981,199
Commitments and Contingencies (Note 20)
Shareholders’ Equity:
Common stock ($0.10 par value):
Class A-authorized 900 million shares, issued 378 million shares3838
Convertible Class B-authorized 900 million shares, issued 70 million shares77
Capital in excess of par value4,3874,378
Retained earnings12,3299,776
Accumulated other comprehensive gain (loss)(15)16
Treasury stock, at cost – 82 million shares at September 29, 2018 and 80 million shares at September 30, 2017(3,943)(3,674)
Total Tyson Shareholders’ Equity12,80310,541
Noncontrolling Interests818
Total Shareholders’ Equity12,81110,559
Total Liabilities and Shareholders’ Equity$29,109$28,066

See accompanying notes.

TYSON FOODS, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Three years ended September 29, 2018
in millions
201820172016
SharesAmountSharesAmountSharesAmount
Class A Common Stock:
Balance at beginning of year378$38364$36346$35
Issuance of Class A common stock——142181
Balance at end of year378383783836436
Class B Common Stock:
Balance at beginning and end of year707707707
Capital in Excess of Par Value:
Balance at beginning of year4,3784,3554,307
Stock-based compensation92348
Balance at end of year4,3874,3784,355
Retained Earnings:
Balance at beginning of year9,7768,3486,813
Net income attributable to Tyson3,0241,7741,768
Dividends(458)(346)(233)
Reclass from Accumulated Other Comprehensive Income (Loss), Net of Tax (1)(13)——
Balance at end of year12,3299,7768,348
Accumulated Other Comprehensive Income (Loss), Net of Tax:
Balance at beginning of year16(45)(90)
Other Comprehensive Income (Loss)(44)6145
Reclass to Retained Earnings (1)13——
Balance at end of year(15)16(45)
Treasury Stock:
Balance at beginning of year80(3,674)73(3,093)47(1,381)
Purchase of Class A common stock6(427)14(860)32(1,944)
Stock-based compensation(4)158(7)279(6)232
Balance at end of year82(3,943)80(3,674)73(3,093)
Total Shareholders’ Equity Attributable to Tyson$12,803$10,541$9,608
Equity Attributable to Noncontrolling Interests:
Balance at beginning of year$18$16$15
Net income attributable to noncontrolling interests344
Distributions to noncontrolling interest(3)(2)(3)
Net foreign currency translation adjustment and other(10)——
Total Equity Attributable to Noncontrolling Interests$8$18$16
Total Shareholders’ Equity$12,811$10,559$9,624

(1) Reclass from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act, following adoption of the applicable new accounting standard. Refer to Part II, Item 8, Notes to Consolidated Financial Statements, Note 2: Changes in Accounting Principles.

See accompanying notes.

TYSON FOODS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three years ended September 29, 2018
in millions
201820172016
Cash Flows From Operating Activities:
Net income$3,027$1,778$1,772
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation723642617
Amortization22011988
Deferred income taxes(865)(39)84
Gain on dispositions of businesses(42)——
Impairment of assets17521445
Share-based compensation expense699281
Other, net(58)(57)(34)
(Increase) decrease in accounts receivable(2)(55)73
(Increase) decrease in inventories(207)(246)148
Increase (decrease) in accounts payable(44)61(130)
Increase (decrease) in income taxes payable/receivable11155(19)
Increase (decrease) in interest payable(3)16(1)
Net changes in other operating assets and liabilities(141)19(8)
Cash Provided by Operating Activities2,9632,5992,716
Cash Flows From Investing Activities:
Additions to property, plant and equipment(1,200)(1,069)(695)
Purchases of marketable securities(42)(79)(46)
Proceeds from sale of marketable securities376137
Acquisitions, net of cash acquired(1,474)(3,081)—
Proceeds from sale of businesses797——
Other, net(24)420
Cash Used for Investing Activities(1,906)(4,164)(684)
Cash Flows From Financing Activities:
Payments on debt(1,307)(3,159)(714)
Proceeds from issuance of long-term debt1,1485,4441
Borrowings on revolving credit facility1,7551,8101,065
Payments on revolving credit facility(1,755)(2,110)(765)
Proceeds from issuance of commercial paper21,0248,138—
Repayments of commercial paper(21,197)(7,360)—
Payment of AdvancePierre TRA liability—(223)—
Purchases of Tyson Class A common stock(427)(860)(1,944)
Dividends(431)(319)(216)
Stock options exercised102154128
Other, net(14)1568
Cash (Used for) Provided by Financing Activities(1,102)1,530(2,377)
Effect of Exchange Rate Change on Cash(3)46
Decrease in Cash and Cash Equivalents(48)(31)(339)
Cash and Cash Equivalents at Beginning of Year318349688
Cash and Cash Equivalents at End of Year$270$318$349

See accompanying notes.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

TYSON FOODS, INC.

NOTE 1: BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business: Tyson Foods, Inc. (collectively, “Company,” “we,” “us” or “our”), is one of the world's largest food companies and a recognized leader in protein. Founded in 1935 by John W. Tyson and grown under three generations of family leadership, the Company has a broad portfolio of products and brands like Tyson®, Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, Aidells®, ibp® and State Fair®. We innovate continually to make protein more sustainable, tailor food for everywhere it’s available and raise the world’s expectations for how much good food can do.

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

Fiscal Year: We utilize a 52- or 53-week accounting period ending on the Saturday closest to September 30. The Company’s accounting cycle resulted in a 52-week year for fiscal 2018, fiscal 2017, and fiscal 2016.

Cash and Cash Equivalents: Cash equivalents consist of investments in short-term, highly liquid securities having original maturities of three months or less, which are made as part of our cash management activity. The carrying values of these assets approximate their fair values. We primarily utilize a cash management system with a series of separate accounts consisting of lockbox accounts for receiving cash, concentration accounts where funds are moved to, and several zero-balance disbursement accounts for funding payroll, accounts payable, livestock procurement, grower payments, etc. As a result of our cash management system, checks issued, but not presented to the banks for payment, may result in negative book cash balances. These negative book cash balances are included in accounts payable and other current liabilities. At September 29, 2018, and September 30, 2017, checks outstanding in excess of related book cash balances totaled approximately $220 million and $237 million, respectively.

Accounts Receivable: We record accounts receivable at net realizable value. This value includes an appropriate allowance for estimated uncollectible accounts to reflect any loss anticipated on the accounts receivable balances and charged to the provision for doubtful accounts. We calculate this allowance based on our history of write-offs, level of past due accounts and relationships with and economic status of our customers. At September 29, 2018, and September 30, 2017, our allowance for uncollectible accounts was $19 million and $34 million, respectively. We generally do not have collateral for our receivables, but we do periodically evaluate the credit worthiness of our customers.

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

In fiscal 2018 and fiscal 2017, 63% of the cost of inventories was determined by the first-in, first-out ("FIFO") method. The remaining cost of inventories for both years is determined by the weighted-average method.

The following table reflects the major components of inventory at September 29, 2018, and September 30, 2017:

in millions
20182017
Processed products$1,981$1,947
Livestock1,006874
Supplies and other526418
Total inventory$3,513$3,239

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

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

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

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

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

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

The discount rate used in our annual goodwill impairment test increased to 6.9% in fiscal 2018 from 6.7% in fiscal 2017.

During fiscal 2018, 2017 and 2016, the fair value of each of our material reporting units' exceeded its carrying value.

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

The fair value of our indefinite life intangible assets is calculated principally using relief-from-royalty and multi-period excess earnings valuation approaches, which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy, and is believed to reflect market participant views which would exist in an exit transaction. Under these valuation approaches, we are required to make estimates and assumptions about sales, operating margins, growth rates, royalty rates and discount rates based on budgets, business plans, economic projections, anticipated future cash flows and marketplace data. During fiscal 2018, 2017 and 2016, the fair value of each of our indefinite life intangible assets exceeded its carrying value. The discount rate used in our indefinite life intangible test increased to 8.2% in fiscal 2018 from 7.9% in fiscal 2017.

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

We also have investments in marketable debt securities. We have determined all of our marketable debt securities are available-for-sale investments. These investments are reported at fair value based on quoted market prices as of the balance sheet date, with unrealized gains and losses, net of tax, recorded in other comprehensive income.

The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is recorded in interest income. The cost of securities sold is based on the specific identification method. Realized gains and losses on the sale of debt securities and declines in value judged to be other than temporary are recorded on a net basis in other income. Interest and dividends on securities classified as available-for-sale are recorded in interest income.

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

Other Current Liabilities: Other current liabilities at September 29, 2018, and September 30, 2017, include:

in millions
20182017
Accrued salaries, wages and benefits$549$673
Other877751
Total other current liabilities$1,426$1,424

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

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

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

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

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

Marketing and Promotion Costs: We promote our products with marketing, advertising, trade promotions, and consumer incentives, which include, but are not limited to, coupons, discounts, rebates, and volume-based incentives. Marketing and promotion costs are charged to operations in the period incurred.

Customer incentive and trade promotion activities are recorded as a reduction to sales based on amounts estimated as being due to customers, based primarily on historical utilization and redemption rates, while other marketing and promotional activities are recorded as selling, general and administrative expense.

Advertising Expenses: Advertising expense is charged to operations in the period incurred and is recorded as selling, general and administrative expense. Advertising expense totaled $243 million, $238 million and $238 million in fiscal 2018, 2017 and 2016, respectively.

Research and Development: Research and development costs are expensed as incurred. Research and development costs totaled $114 million, $113 million and $96 million in fiscal 2018, 2017 and 2016, respectively.

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

Recently Issued Accounting Pronouncements:

In August 2018, the Financial Accounting Standards Board ("FASB") issued guidance aligning the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2019, our fiscal 2020. Early adoption is permitted and should be applied prospectively to all qualified implementation costs incurred after the adoption date. We plan to adopt this guidance beginning in the first quarter of fiscal 2019. We do not expect the adoption of this guidance will have a material impact on our consolidated financial statements.

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

In May 2017, the FASB issued guidance that clarifies which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2017, our fiscal 2019. Early adoption is permitted and the prospective transition method should be applied to awards modified on or after the adoption date. We will adopt this guidance beginning in the first quarter of fiscal 2019. We do not expect the adoption of this guidance will have a material impact on our consolidated financial statements.

In March 2017, the FASB issued guidance that shortens the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date. The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2018, our fiscal 2020. Early adoption is permitted and the modified retrospective transition method should be applied. We are currently evaluating the impact this guidance will have on our consolidated financial statements.

In March 2017, the FASB issued guidance that will change the presentation of net periodic benefit cost related to employer sponsored defined benefit plans and other postretirement benefits. Service cost will be included within the same income statement line item as other compensation costs arising from services rendered during the period, while other components of net periodic benefit pension cost will be presented separately outside of operating income. Additionally, only the service cost component will be eligible for capitalization when applicable. The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2017, our fiscal 2019. Early adoption is permitted and the retrospective transition method should be applied for the presentation of the service cost component and the other components of net periodic pension cost and net periodic postretirement benefit cost in the income statement, and the prospective transition method should be applied, on and after the effective date, for the capitalization of the service cost component of net periodic pension cost and net periodic postretirement benefit in assets. We will adopt this guidance beginning in the first quarter of fiscal 2019. We do not expect the adoption of this guidance will have a material impact on our consolidated financial statements.

In November 2016, the FASB issued guidance which requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2017, our fiscal 2019. Early adoption is permitted and the retrospective transition method should be applied. We will adopt this guidance beginning in the first quarter of fiscal 2019. We do not expect the adoption of this guidance will have a material impact on our consolidated financial statements.

In October 2016, the FASB issued guidance which requires companies to recognize the income tax effects of intercompany sales and transfers of assets, other than inventory, in the period in which the transfer occurs. The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2017, our fiscal 2019. Early adoption is permitted and the modified retrospective transition method should be applied. We will adopt this guidance beginning in the first quarter of fiscal 2019. We do not expect the adoption of this guidance will have a material impact on our consolidated financial statements.

In August 2016, the FASB issued guidance that aims to eliminate diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2017, our fiscal 2019. Early adoption is permitted and the retrospective transition method should be applied. We will adopt this guidance beginning in the first quarter of fiscal 2019. We do not expect the adoption of this guidance will have a material impact on our consolidated financial statements.

In June 2016, the FASB issued guidance that provides more decision-useful information about the expected credit losses on financial instruments and changes the loss impairment methodology. The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2019, our fiscal 2021. Early adoption is permitted for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2018, our fiscal 2020. The application of the guidance requires various transition methods depending on the specific amendment. We are currently evaluating the impact this guidance will have on our consolidated financial statements.

In February 2016, the FASB issued guidance that created new accounting and reporting guidelines for leasing arrangements. The guidance requires lessees to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses and cash flows arising from a lease will depend on classification as a finance or operating lease. The guidance also requires qualitative and quantitative disclosures regarding the amount, timing, and uncertainty of cash flows arising from leases. The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2018, our fiscal 2020. Early adoption is permitted and the modified retrospective method should be applied. While we are still evaluating the impact this guidance will have on our consolidated financial statements and related disclosures, we have completed our initial scoping reviews and have made progress in our assessment phase as we continue to identify our leasing processes that will be impacted by the new standard. We have also made progress in developing the policy elections we will make upon adoption and we are implementing software to meet the reporting requirements of this standard. We expect our financial statement disclosures will be expanded to present additional details of our leasing arrangements. Although we expect the impacts to be material, at this time, we are unable to reasonably estimate the expected increase in assets and liabilities on our consolidated balance sheets or the impacts to our consolidated financial statements upon adoption.

In January 2016, the FASB issued guidance that requires most equity investments be measured at fair value, with subsequent other changes in fair value recognized in net income. The guidance also impacts financial liabilities under the fair value option and the presentation and disclosure requirements on the classification and measurement of financial instruments. The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2017, our fiscal 2019. It should be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption, unless, equity securities do not have readily determinable fair values, in which case, the amendments should be applied prospectively. We do not expect the adoption of this guidance will have a material impact on our consolidated financial statements.

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

NOTE 2: CHANGES IN ACCOUNTING PRINCIPLES

In March 2018, the FASB issued guidance that clarifies application of Topic 740 in regards to the "Tax Cuts and Jobs Act" (the "Tax Act") enacted December 22, 2017. The guidance requires provisional amounts to be reported within the reporting period in which the Tax Act was enacted if a reasonable estimate can be determined or within the measurement period not to exceed one year from the enactment date by which accounting is required to be completed in accordance with Topic 740. Any provisional amounts or adjustments to provisional amounts reported in the measurement period should be included in income from continuing operations as an adjustment to tax expense or benefit in the reporting period the amounts are determined. The guidance was effective immediately and we adopted this guidance in the first quarter of fiscal 2018. The impact of adoption had a material impact to our financial statements (see Note 9: Income Taxes).

In February 2018, the FASB issued guidance that allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act. The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2018, our fiscal 2020. Early adoption is permitted and entities will have the choice to apply either in the period of adoption or retrospectively to each period in which the effect of the change in the federal income tax rate in the Tax Act. We adopted this guidance in the fourth quarter of fiscal 2018 resulting in a reclass increasing Accumulated Other Comprehensive Income and decreasing Retained Earnings by $13 million in our consolidated financial statements.

In March 2016, the FASB issued guidance that simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification of related amounts within the statement of cash flows and impact on earnings per share. The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2016, our fiscal 2018. We adopted this guidance in the first quarter of fiscal 2018. The guidance requires all income tax effects of share-based payment awards to be recognized in the consolidated statements of income when the awards vest or are settled, which is a change from the previous guidance that required such activity to be recorded in capital in excess of par value within stockholders' equity. We adopted this guidance prospectively which may create volatility in our effective tax rate when adopted depending largely on future events and other factors, which may include our stock price, timing of stock option exercises, and the value realized upon vesting or exercise of shares compared to the grant date fair value of those shares. For the year ended September 29, 2018, the recorded tax benefit was not material. In addition, when calculating potential common shares used to determine diluted earnings per share this guidance requires that assumed proceeds under the treasury stock method be modified to exclude the amount of excess tax benefits that would have been recognized in additional paid-in capital. These changes were applied on a prospective basis which did not have a material impact to diluted earnings per share for the year ended September 29, 2018. Under the new guidance, companies can also make an accounting policy election to either estimate forfeitures each period or to account for forfeitures as they occur. We changed our accounting policy to account for forfeitures as they occur using the modified retrospective transition method which did not have a material impact on our consolidated financial statements. The guidance changes the presentation of excess tax benefits from a financing activity to an operating activity in the consolidated statements of cash flows. This guidance also requires the presentation related to cash paid to a taxing authority when shares are withheld to satisfy the statutory income tax withholding obligation to a financing activity in the consolidated statements of cash flows. We applied these changes prospectively, and thus, prior periods have not been adjusted. The adoption of this standard did not have a material impact on our consolidated statements of cash flows.

In July 2015, the FASB issued guidance that requires management to evaluate inventory at the lower of cost and net realizable value. The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2016, our fiscal 2018. The prospective transition method was applied. We adopted this guidance in the first quarter of fiscal 2018 and it did not have a material impact on our consolidated financial statements.

NOTE 3: ACQUISITIONS AND DISPOSITIONS

Acquisitions

On August 20, 2018, we acquired the assets of American Proteins, Inc. and AMPRO Products, Inc. ("American Proteins"), a poultry rendering and blending operation for $866 million, subject to net working capital adjustments, as part of our strategic expansion and sustainability initiatives. Its results, subsequent to the acquisition closing, are included in our Chicken segment. The preliminary purchase price allocation included $71 million of net working capital, $155 million of Property, Plant and Equipment, $411 million of Intangible Assets, $242 million of Goodwill, and $13 million of Other liabilities. Intangible Assets primarily included $358 million assigned to supply network which will be amortized over 14 years and $51 million assigned to customer relationships which will be amortized over a weighted average of 12 years. All of the goodwill acquired is amortizable for tax purposes. Certain estimated values for the acquisition, including goodwill, intangible assets, and property, plant and equipment, are not yet finalized and are subject to revision as additional information becomes available and more detailed analyses are completed.

On August 17, 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. We expect the majority of Keystone’s domestic results will be included in the Chicken segment and its international results will be in included in Other for segment presentation.

On June 4, 2018, we acquired Tecumseh Poultry, LLC ("Tecumseh"), a vertically integrated value-added protein business for $382 million, net of cash acquired, as part of our strategy to grow in the high quality, branded poultry market. Its results, subsequent to the acquisition closing, are included in our Chicken segment. The preliminary purchase price allocation included $13 million of net working capital, including $1 million of cash acquired, $49 million of Property, Plant and Equipment, $227 million of Intangible Assets and $94 million of Goodwill. Intangible Assets included $193 million assigned to brands and trademarks which will be amortized over 20 years. All of the goodwill acquired is amortizable for tax purposes. Certain estimated values for the acquisition, including goodwill, intangible assets, and property, plant and equipment, are not yet finalized and are subject to revision as additional information becomes available and more detailed analyses are completed.

On November 10, 2017, we acquired Original Philly Holdings, Inc. ("Original Philly"), a value-added protein business, for $226 million, net of cash acquired, as part of our strategic expansion initiative. Its results, subsequent to the acquisition closing, are included in our Prepared Foods and Chicken segments. The preliminary purchase price allocation included $21 million of net working capital, including $10 million of cash acquired, $13 million of Property, Plant and Equipment, $90 million of Intangible Assets and $112 million of Goodwill. During the second quarter of fiscal 2018, we recorded measurement period adjustments, which decreased goodwill by $1 million, after obtaining additional information regarding, among other things, asset valuations and liabilities assumed. We completed the allocation of goodwill to our segments in the second quarter of fiscal 2018 using the acquisition method approach. This resulted in $82 million and $29 million of goodwill allocated to our Prepared Foods and Chicken segments, respectively. All of the goodwill acquired is amortizable for tax purposes.

On June 7, 2017, we acquired all of the outstanding common stock of AdvancePierre Foods Holdings, Inc. ("AdvancePierre") as part of our strategy to sustainably feed the world with the fastest growing portfolio of protein-packed brands. The purchase price was equal to $40.25 per share for AdvancePierre's outstanding common stock, or approximately $3.2 billion. We funded the acquisition with existing cash on hand, net proceeds from the issuance of new senior notes and a new term loan facility, as well as borrowings under our commercial paper program. AdvancePierre's results from operations subsequent to the acquisition closing are included in the Prepared Foods and Chicken segments.

The following table summarizes the purchase price allocation and fair values of the assets acquired and liabilities assumed at the acquisition date of AdvancePierre. During the first quarter of fiscal 2018, we recorded measurement period adjustments which decreased goodwill by $2 million, primarily related to updated information related to income taxes.

in millions
Cash and cash equivalents$126
Accounts receivable80
Inventories272
Other current assets5
Property, Plant and Equipment302
Goodwill2,980
Intangible Assets1,515
Current debt(1,148)
Accounts payable(114)
Other current liabilities(97)
Tax receivable agreement (TRA) due to former shareholders(223)
Long-Term Debt(33)
Deferred Income Taxes(455)
Other Liabilities(3)
Net assets acquired$3,207

The fair value of identifiable intangible assets is as follows:

in millions
Intangible Asset CategoryTypeLife in YearsFair Value
Brands & TrademarksAmortizableWeighted Average of 15 years$390
Customer RelationshipsAmortizableWeighted Average of 15 years1,125
Total identifiable intangible assets$1,515

As a result of the acquisition, we recognized a total of $2,980 million of goodwill. The purchase price was assigned to assets acquired and liabilities assumed based on their estimated fair values as of the date of acquisition, and any excess was allocated to goodwill, as shown in the table above. Goodwill represents the value we expect to achieve through the implementation of operational synergies and growth opportunities. We completed the allocation of goodwill to our segments in the first quarter of fiscal 2018 using the with-and-without approach of the estimated operating results and synergy impact to fair value of our reporting units. This resulted in $2,412 million and $568 million of goodwill allocated to our Prepared Foods and Chicken segments, respectively. Of the goodwill acquired, $163 million related to previous AdvancePierre acquisitions is expected to be amortizable for tax purposes.

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

The acquisition of AdvancePierre was accounted for using the acquisition method of accounting, and consequently, the results of operations for AdvancePierre are reported in our consolidated financial statements from the date of acquisition.

The following unaudited pro forma information presents the combined results of operations as if the acquisition of AdvancePierre had occurred at the beginning of fiscal 2016. AdvancePierre's pre-acquisition results have been added to our historical results. The pro forma results contained in the table below include adjustments for amortization of acquired intangibles, depreciation expense, interest expense related to the financing and related income taxes. Any potential cost savings or other operational efficiencies that could result from the acquisition are not included in these pro forma results.

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

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

in millions (unaudited)
20172016
Pro forma sales$39,330$38,406
Pro forma net income attributable to Tyson1,8371,686
Pro forma net income per diluted share attributable to Tyson$4.97$4.32

Dispositions

On April 24, 2017, we announced our intent to sell three non-protein businesses as part of our strategic focus on protein brands. These businesses, which were all part of our Prepared Foods segment, included Sara Lee® Frozen Bakery, Kettle and Van’s® and produce items such as frozen desserts, waffles, snack bars, and soups, sauces and sides. The sale also 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, and Traverse City, Michigan, prepared foods facilities.

As of September 30, 2017, we reclassified the assets and liabilities related to these businesses, including allocated goodwill, to assets and liabilities held for sale in our Consolidated Balance Sheets. The Company concluded the businesses were not significant disposal groups and did not represent a strategic shift, and therefore were not classified as discontinued operations for any of the periods presented.

We completed the sale of our Kettle business on December 30, 2017, and received net proceeds of $125 million including a working capital adjustment. As a result of the sale, we recorded a pretax gain of $22 million, which is reflected in Cost of Sales in our Consolidated Statement of Income for our fiscal 2018. We utilized the net proceeds to pay down term loan debt.

We completed the sale of our Sara Lee® Frozen Bakery and Van’s® businesses on July 30, 2018 for $623 million including a working capital adjustment. As a result of the sale, we recorded a pretax gain of $11 million, which is reflected in Cost of Sales in our Consolidated Statement of Income for our fiscal 2018. We utilized the net proceeds to repay commercial paper.

Previously in fiscal 2018 and 2017, we recorded pretax impairment charges for these businesses of $101 million and $45 million, respectively, due to revised estimates of the businesses' fair value based on expected net sales proceeds at the time of the impairments. These charges were recorded in Cost of Sales in our Consolidated Statement of Income, and primarily consisted of goodwill previously classified within assets held for sale.

In the first quarter of fiscal 2018, we made the decision to sell TNT Crust, our pizza crust business, which is also included in our Prepared Foods segment, as part of our strategic focus on protein brands. We completed the sale of this business on September 2, 2018, for $57 million net of adjustments. As a result of the sale, we recorded a pretax gain of $9 million, which is reflected in Cost of Sales in our Consolidated Statement of Income for our fiscal 2018. We utilized the net proceeds to repay commercial paper.

The following table summarizes the net assets and liabilities held for sale as of September 30, 2017:

in millions
September 30, 2017
Assets held for sale:
Accounts receivable, net$2
Inventories109
Net Property, Plant and Equipment192
Other current assets1
Goodwill312
Intangible Assets, net191
Total assets held for sale$807
Liabilities held for sale:
Accounts payable$1
Other current liabilities3
Total liabilities held for sale$4

NOTE 4: PROPERTY, PLANT AND EQUIPMENT

The following table reflects major categories of property, plant and equipment and accumulated depreciation at September 29, 2018, and September 30, 2017:

in millions
20182017
Land$154$138
Building and leasehold improvements4,1153,878
Machinery and equipment7,7207,111
Land improvements and other357323
Buildings and equipment under construction689492
13,03511,942
Less accumulated depreciation6,8666,374
Net property, plant and equipment$6,169$5,568

Approximately $1,832 million will be required to complete buildings and equipment under construction at September 29, 2018.

NOTE 5: GOODWILL AND INTANGIBLE ASSETS

The following table reflects goodwill activity for fiscal 2018 and 2017:

in millions
BeefPorkChickenPrepared FoodsOther(a)UnallocatedConsolidated
Balance at October 1, 2016
Goodwill$1,236$423$1,565$4,005$57$—$7,286
Accumulated impairment losses(560)———(57)—(617)
$676$423$1,565$4,005$—$—$6,669
Fiscal 2017 Activity:
Acquisition$—$—$—$—$—$2,982$2,982
Reclass to assets held for sale———(327)——(327)
Balance at September 30, 2017
Goodwill1,2364231,5653,678572,9829,941
Accumulated impairment losses(560)———(57)—(617)
$676$423$1,565$3,678$—$2,982$9,324
Fiscal 2018 Activity:
Acquisition$—$—$365$82$—$—$447
Measurement period adjustments—————(2)(2)
Allocation of acquired goodwill——5682,412—(2,980)—
Reclass to assets held for sale———(30)——(30)
Balance at September 29, 2018
Goodwill1,2364232,4986,14257—10,356
Accumulated impairment losses(560)———(57)—(617)
$676$423$2,498$6,142$—$—$9,739

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

The following table reflects intangible assets by type at September 29, 2018, and September 30, 2017:

in millions
20182017
Amortizable intangible assets:
Brands and trademarks$950$738
Customer relationships1,7931,639
Supply Arrangements358—
Patents, intellectual property and other107114
Land use rights99
Total gross amortizable intangible assets$3,217$2,500
Less accumulated amortization536335
Total net amortizable intangible assets$2,681$2,165
Brands and trademarks not subject to amortization4,0784,078
Total intangible assets$6,759$6,243

Amortization expense of $210 million, $107 million and $80 million was recognized during fiscal 2018, 2017 and 2016, respectively. We estimate amortization expense on intangible assets for the next five fiscal years subsequent to September 29, 2018, will be: 2019 - $241 million; 2020 - $240 million; 2021 - $222 million; 2022 - $212 million; 2023 - $201 million.

NOTE 6: RESTRUCTURING AND RELATED CHARGES

In the fourth quarter of fiscal 2017, our Board of Directors approved a multi-year restructuring program (the “Financial Fitness Program”), which is expected to contribute to the Company’s overall strategy of financial fitness through increased operational effectiveness and overhead reduction. The Company currently anticipates the Financial Fitness Program will result in cumulative pretax charges, once implemented, of approximately $253 million which consist primarily of severance and employee related costs, impairments and accelerated depreciation of technology assets, incremental costs to implement new technology, and contract termination costs. This program included the elimination of approximately 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. The Company recognized restructuring and related charges of $59 million and $150 million associated with the program during fiscal 2018 and 2017, respectively.

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

in millions
20182017
Cost of Sales$—$35
Selling, General and Administrative expenses59115
Total restructuring and related charges, pretax$59$150

The following table reflects the pretax impact of restructuring and related charges incurred in fiscal 2017 and 2018, the estimated charges in future years (primarily in fiscal 2019) and the total estimated program charges, by our reportable segments:

in millions
2017 charges2018 chargesEstimated future chargesTotal estimated Financial Fitness Program charges
Beef$8$4$6$18
Pork3137
Chicken563016102
Prepared Foods822419125
Other1——1
Total restructuring and related charges, pretax$150$59$44$253

For fiscal 2017, the restructuring and related charges consisted of $53 million severance and employee related costs, $72 million technology impairment and related costs, and $25 million for contract termination costs. For fiscal 2018, the restructuring and related charges consisted of $59 million of incremental costs to implement new technology and accelerated depreciation of technology assets. The majority of the remaining estimated charges are related to incremental costs to implement new technology.

The following table reflects our liability related to restructuring which was recognized in other current liabilities in our Consolidated Balance Sheet as of September 29, 2018:

in millions
Liability as of September 30, 2017Restructuring chargesPaymentsOtherLiability as of September 29, 2018
Severance and employee related costs$47$—$37$—$10
Contract termination22—211—
Total$69$—$58$1$10

NOTE 7: DEBT

The following table reflects major components of debt as of September 29, 2018, and September 30, 2017:

in millions
20182017
Revolving credit facility$—$—
Commercial Paper605778
Senior notes:
7.00% Notes due May 2018—120
Notes due May 2019 (2.76% at 09/29/2018)300300
2.65% Notes due August 20191,0001,000
Notes due June 2020 (2.87% at 09/29/2018)350350
Notes due August 2020 (2.76% at 09/29/2018)400400
4.10% Notes due September 2020281282
2.25% Notes due August 2021500500
4.50% Senior notes due June 20221,0001,000
3.90% Notes due September 2023 (2023 Notes)400—
3.95% Notes due August 20241,2501,250
3.55% Notes due June 20271,3501,350
7.00% Notes due January 20281818
6.13% Notes due November 2032161162
4.88% Notes due August 2034500500
5.15% Notes due August 2044500500
4.55% Notes due June 2047750750
5.10% Notes due September 2048 (2048 Notes)500—
Discount on senior notes(15)(15)
Term loans:
Tranche B due August 2019—427
Tranche B due August 2020—500
Other7381
Unamortized debt issuance costs(50)(50)
Total debt9,87310,203
Less current debt1,911906
Total long-term debt$7,962$9,297

Annual maturities of debt for the five fiscal years subsequent to September 29, 2018, are: 2019 - $1,911 million; 2020 - $1,037 million; 2021 - $511 million; 2022 - $1,007 million; 2023 - $405 million.

Revolving Credit Facility and Letters of Credit

In March 2018, we amended our existing credit facility which, among other things, increased our line of credit from $1.5 billion to $1.75 billion. The facility supports short-term funding needs and serves as a backstop to our commercial paper program and will mature and the commitments thereunder will terminate in March 2023. Amounts available for borrowing under this facility totaled $1.75 billion at September 29, 2018, before deducting amounts to backstop our commercial paper program. At September 29, 2018, we had no outstanding letters of credit issued under this facility. At September 29, 2018 we had $105 million of bilateral letters of credit issued separately from the revolving credit facility, none of which were drawn upon. Our letters of credit are issued primarily in support of leasing obligations and workers’ compensation insurance programs and other legal obligations.

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

Commercial Paper Program

We have a commercial paper program under which we may issue unsecured short-term promissory notes ("commercial paper") up to an aggregate maximum principal amount of $1 billion as of September 29, 2018. As of September 29, 2018, we had $605 million of commercial paper outstanding at a weighted average interest rate of 2.33% with maturities of less than 25 days.

2023/2048 Notes

In September 2018, we issued senior unsecured notes with an aggregate principal amount of $900 million, consisting of $400 million due September 2023 and $500 million due September 2048. We used the net proceeds from the issuance to extinguish our Term Loan Tranche B due August 2020 and to reduce amounts outstanding under our commercial paper program. The September 2023 Notes carry a fixed interest rate of 3.9% and the 2048 Notes carry a fixed interest rate at 5.1%. Interest payments on the 2023 and 2048 Notes are due semi-annually on March 28 and September 28. After the original issue discounts of $3 million, we received net proceeds of $897 million. In addition, we incurred debt issuance costs of $9 million related to this issuance.

Term Loan Tranche B due August 2020

On June 8, 2018, we amended our existing term loan agreement which increased the principal amount borrowed from $500 million to $750 million. Proceeds from the borrowings were primarily used to fund an acquisition. In the fourth quarter of fiscal 2018, we extinguished the $750 million outstanding balance using cash on hand and funds borrowed under our new 2023 and 2048 senior notes.

7.00% Notes due May 2018

During fiscal 2018, we extinguished the $120 million outstanding balance of the Senior Notes due May 2018 using cash on hand.

Term Loan Tranche B due August 2019

During fiscal 2018, we extinguished the $427 million outstanding balance of the Term Loan Tranche B due in August 2019 using cash on hand and proceeds received from the sale of a non-protein business.

Debt Covenants

Our revolving credit and term loan facilities contain affirmative and negative covenants that, among other things, may limit or restrict our ability to: create liens and encumbrances; incur debt; merge, dissolve, liquidate or consolidate; make acquisitions and investments; dispose of or transfer assets; change the nature of our business; engage in certain transactions with affiliates; and enter into hedging transactions, in each case, subject to certain qualifications and exceptions. In addition, we are required to maintain minimum interest expense coverage and maximum debt-to-capitalization ratios.

Our senior notes also contain affirmative and negative covenants that, among other things, may limit or restrict our ability to: create liens; engage in certain sale/leaseback transactions; and engage in certain consolidations, mergers and sales of assets.

We were in compliance with all debt covenants at September 29, 2018.

NOTE 8: EQUITY

Capital Stock

We have two classes of capital stock, Class A Common stock, $0.10 par value (Class A stock) and Class B Common Stock, $0.10 par value (Class B stock). Holders of Class B stock may convert such stock into Class A stock on a share-for-share basis. Holders of Class B stock are entitled to 10 votes per share, while holders of Class A stock are entitled to one vote per share on matters submitted to shareholders for approval. As of September 29, 2018, Tyson Limited Partnership (the "TLP") owned 99.985% of the outstanding shares of Class B stock and the TLP and members of the Tyson family owned, in the aggregate, 2.09% of the outstanding shares of Class A stock, giving them, collectively, control of approximately 70.96% of the total voting power of the outstanding voting stock.

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

Dividends

Cash dividends cannot be paid to holders of Class B stock unless they are simultaneously paid to holders of Class A stock. The per share amount of the cash dividend paid to holders of Class B stock cannot exceed 90% of the cash dividend simultaneously paid to holders of Class A stock. We pay quarterly cash dividends to Class A and Class B shareholders. We paid Class A dividends per share of $1.20, $0.90, and $0.60 in fiscal 2018, 2017, and 2016, respectively. We paid Class B dividends per share of $1.08, $0.81, and $0.54 in fiscal 2018, 2017, and 2016, respectively. Effective November 12, 2018, the Board of Directors increased the quarterly dividend previously declared on August 9, 2018, to $0.375 per share on our Class A stock and $0.3375 per share on our Class B stock. The increased quarterly dividend is payable on December 14, 2018, to shareholders of record at the close of business on November 30, 2018.

Share Repurchases

On February 4, 2016, our Board of Directors approved an increase of 50 million shares authorized for repurchase under our share repurchase program. As of September 29, 2018, 22.9 million shares remained available for repurchase. The share repurchase program has no fixed or scheduled termination date and the timing and extent to which we repurchase shares will depend upon, among other things, our working capital needs, markets, industry conditions, liquidity targets, limitations under our debt obligations and regulatory requirements. In addition to the share repurchase program, we purchase shares on the open market to fund certain obligations under our equity compensation plans.

A summary of cumulative share repurchases of our Class A stock for fiscal 2018, 2017 and 2016 is as follows:

in millions
September 29, 2018September 30, 2017October 1, 2016
SharesDollarsSharesDollarsSharesDollars
Shares repurchased:
Under share repurchase program4.9$35012.5$79730.8$1,868
To fund certain obligations under equity compensation plans1.0771.0631.376
Total share repurchases5.9$42713.5$86032.1$1,944

Tangible Equity Units

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

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

NOTE 9: INCOME TAXES

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

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

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

Transition Tax: The Tax Act requires a one-time Deemed Repatriation Transition Tax on previously untaxed net accumulated and current earnings and profits of our foreign subsidiaries. Based on our analysis of our foreign earnings and profits, net of deficits and foreign tax credits, no transition tax is due for the Company. Our accounting for this element of the Tax Act is complete.

Corporate Tax Rate Reduction: The Tax Act reduced the corporate tax rate from 35% to 21%, effective January 1, 2018. This results in a blended corporate tax rate of 24.5% in fiscal year 2018 and 21% thereafter. We analyzed our domestic deferred tax balances to estimate which of those balances were expected to reverse in fiscal 2018 or thereafter, and we remeasured the deferred taxes at 24.5% or 21% accordingly. In fiscal 2018, we recorded a discrete net deferred income tax benefit of $1,004 million with a corresponding provisional reduction to our net deferred income tax liability. Our accounting for this element of the Tax Act is incomplete; however, we were able to make reasonable estimates of the effects, and therefore, recorded the provisional adjustment. Remeasurement may continue to change as we receive additional information about the timing of deferred income tax reversals; however, we do not expect any additional changes to be material.

GILTI: The Tax Act created a new requirement in tax years beginning after December 31, 2017 (our fiscal 2019) that certain income (i.e., GILTI) earned by controlled foreign corporations ("CFCs") must be included currently in the gross income of the CFCs’ U.S. shareholder. Under U.S. GAAP, we are allowed to make an accounting policy choice of either (1) treating taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred (the “period cost method”) or (2) factoring such amounts into a company’s measurement of its deferred taxes (the “deferred method”). We have elected to account for the tax using the period cost method and have, therefore, not recorded any adjustments in our fiscal 2018 financial statements. Our accounting for this component of tax reform is incomplete; however, based upon our initial analysis, the GILTI tax is not expected to have a material impact on our financial statements.

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

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

in millions
201820172016
Federal$(426)$755$710
State11881118
Foreign2614(2)
$(282)$850$826
Current$583$889$742
Deferred(865)(39)84
$(282)$850$826

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

201820172016
Federal income tax rate24.5%35.0%35.0%
State income taxes3.32.32.7
Domestic production deduction(1.7)(3.1)(2.6)
Impairment and sale of non-protein businesses3.1——
Impact of the Tax Act(37.9)——
Other(1.6)(1.9)(3.3)
(10.3)%32.3%31.8%

During fiscal 2018, the domestic production deduction decreased tax expense by $46 million, and state tax expense, net of federal tax benefit, was $90 million. The change in federal tax rate from the Tax Act resulted in a tax benefit of $1,004 million related to deferred tax remeasurement. Additionally, current year favorable timing differences currently deductible at the 24.5% blended tax rate but reversing in future years at 21% resulted in a $35 million tax benefit. The impacts of the non-deductible impairment and sale of certain assets in our non-protein businesses increased the effective tax rate by 3.1%.

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

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

Approximately $2,700 million, $2,603 million and $2,543 million of income from continuing operations before income taxes for fiscal 2018, 2017 and 2016, respectively, were from our operations based in the United States.

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

The fiscal 2018 deferred tax liability includes the effects of the Tax Act, including remeasurement of deferred taxes and bonus depreciation. The tax effects of major items recorded as deferred tax assets and liabilities as of September 29, 2018, and September 30, 2017, are as follows:

in millions
20182017
Deferred TaxDeferred Tax
AssetsLiabilitiesAssetsLiabilities
Property, plant and equipment$—$714$—$900
Intangible assets—1,533—2,424
Accrued expenses230—400—
Net operating loss and other carryforwards92—97—
Other98193204273
$420$2,440$701$3,597
Valuation allowance$(79)$(75)
Net deferred tax liability$2,099$2,971

At September 29, 2018, our gross state tax net operating loss carryforwards approximated $662 million and expire in fiscal years 2019 through 2038. Gross foreign net operating loss carryforwards approximated $46 million, of which $41 million expire in fiscal years 2019 through 2028, and the remainder has no expiration. We also have tax credit carryforwards of approximately $47 million, of which $43 million expire in fiscal years 2019 through 2031, and the remainder has no expiration.

We have accumulated undistributed earnings of foreign subsidiaries aggregating approximately $210 million and $182 million at September 29, 2018, and September 30, 2017, respectively. The Tax Act generally eliminates U.S. federal income taxes on dividends from foreign subsidiaries after December 31, 2017. As a result, our intention is that excess cash held by our foreign subsidiaries that is not subject to regulatory restrictions is expected to be repatriated net of applicable withholding taxes which are expected to be immaterial. The remainder of accumulated undistributed earnings are expected to be indefinitely reinvested outside of the United States. If these earnings were distributed in the form of dividends or otherwise, we could be subject to state income taxes and withholding taxes payable to various foreign countries. Due to the uncertainty of the manner in which the undistributed earnings would be brought back to the United States and the tax laws in effect at that time, it is not currently practicable to estimate the tax liability that might be payable on the repatriation of these foreign earnings.

The following table summarizes the activity related to our gross unrecognized tax benefits at September 29, 2018, September 30, 2017, and October 1, 2016:

in millions
201820172016
Balance as of the beginning of the year$316$305$306
Increases related to current year tax positions193835
Increases related to prior year tax positions8531
Increase related to AdvancePierre acquisition—9—
Reductions related to prior year tax positions(18)(27)(48)
Reductions related to settlements(8)(4)(7)
Reductions related to expirations of statutes of limitations(9)(10)(12)
Balance as of the end of the year$308$316$305

The amount of unrecognized tax benefits, if recognized, that would impact our effective tax rate was $216 million at September 29, 2018 and $205 million at September 30, 2017. We classify interest and penalties on unrecognized tax benefits as income tax expense. At September 29, 2018, and September 30, 2017, before tax benefits, we had $73 million and $63 million, respectively, of accrued interest and penalties on unrecognized tax benefits.

As of September 29, 2018, we are subject to income tax examinations for United States federal income taxes for fiscal years 2013 through 2017. We are also subject to income tax examinations by major state and foreign jurisdictions for fiscal years 2007 through 2017 and 2002 through 2017, respectively. We estimate that during the next twelve months it is reasonably possible that unrecognized tax benefits could decrease by as much as $28 million primarily due to expiration of statutes and settlements in various jurisdictions.

NOTE 10: OTHER INCOME AND CHARGES

During fiscal 2018, we recognized a one-time cash bonus to our hourly frontline employees of $109 million using incremental cash savings from the Tax Act, which was predominantly recorded in the Consolidated Statements of Income in Cost of Sales. Additionally, we recorded $11 million of insurance proceeds, $21 million of equity earnings in joint ventures and $1 million in net foreign currency exchange gains, which were recognized in the Consolidated Statements of Income in Other, net.

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

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

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

NOTE 11: EARNINGS PER SHARE

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

in millions, except per share data
201820172016
Numerator:
Net income$3,027$1,778$1,772
Less: Net income (loss) attributable to noncontrolling interests344
Net income attributable to Tyson3,0241,7741,768
Less dividends declared:
Class A378285192
Class B806141
Undistributed earnings$2,566$1,428$1,535
Class A undistributed earnings$2,115$1,177$1,279
Class B undistributed earnings451251256
Total undistributed earnings$2,566$1,428$1,535
Denominator:
Denominator for basic earnings per share:
Class A weighted average shares295296315
Class B weighted average shares, and shares under if-converted method for diluted earnings per share707070
Effect of dilutive securities:
Stock options and restricted stock445
Denominator for diluted earnings per share – adjusted weighted average shares and assumed conversions369370390
Net Income Per Share Attributable to Tyson:
Class A Basic$8.44$4.94$4.67
Class B Basic$7.59$4.45$4.24
Diluted$8.19$4.79$4.53
Dividends Declared Per Share:
Class A$1.275$0.975$0.650
Class B$1.148$0.878$0.585

Approximately 1 million of our stock-based compensation shares were antidilutive for both fiscal 2018 and 2017. We had no stock-based compensation shares that were antidilutive for fiscal 2016. These shares were not included in the dilutive earnings per share calculation.

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

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

NOTE 12: DERIVATIVE FINANCIAL INSTRUMENTS

Our business operations give rise to certain market risk exposures mostly due to changes in commodity prices, foreign currency exchange rates and interest rates. We manage a portion of these risks through the use of derivative financial instruments to reduce our exposure to commodity price risk, foreign currency risk and interest rate risk. Our risk management programs are periodically reviewed by our Board of Directors' Audit Committee. These programs are monitored by senior management and may be revised as market conditions dictate. Our current risk management programs utilize industry-standard models that take into account the implicit cost of hedging. Risks associated with our market risks and those created by derivative instruments and the fair values are strictly monitored, using value-at-risk and stress tests. Credit risks associated with our derivative contracts are not significant as we minimize counterparty concentrations, utilize margin accounts or letters of credit, and deal with credit-worthy counterparties. Additionally, our derivative contracts are mostly short-term in duration and we generally do not make use of credit-risk-related contingent features. No significant concentrations of credit risk existed at September 29, 2018.

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

in millions, except soy meal tons
MetricSeptember 29, 2018September 30, 2017
Commodity:
CornBushels11255
Soy MealTons651,700475,200
Live CattlePounds105211
Lean HogsPounds39240
Foreign CurrencyUnited States dollar$89$58
Interest rate swapAverage monthly debt$400$—

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

•Cash Flow Hedges – include certain commodity forward and option contracts of forecasted purchases (i.e., grains), interest rate swaps, and certain foreign exchange forward contracts.
•Fair Value Hedges – include certain commodity forward contracts of firm commitments (i.e., livestock).

Cash flow hedges

Derivative instruments are designated as hedges against changes in the amount of future cash flows related to procurement of certain commodities utilized in our production processes as well as interest rates to our variable rate debt. For the derivative instruments we designate and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income ("OCI") and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses representing hedge ineffectiveness are recognized in earnings in the current period. Ineffectiveness related to our cash flow hedges was not significant during fiscal 2018, 2017 and 2016. As of September 29, 2018, we have net pretax losses of $11 million for our commodity contracts, and $1 million pretax gains related to our interest swaps, expected to be reclassified into earnings within the next 12 months. During fiscal 2018, 2017 and 2016, we did not reclassify significant pretax gains or losses into earnings as a result of the discontinuance of cash flow hedges.

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

in millions
Gain (Loss) Recognized in OCI on DerivativesConsolidated Statements of Income ClassificationGain (Loss) Reclassified from OCI to Earnings
201820172016201820172016
Cash Flow Hedge – Derivatives designated as hedging instruments:
Commodity contracts$(21)$(3)$(1)Cost of Sales$(12)$(4)$1
Interest rate swaps1——Interest expense———
Total$(20)$(3)$(1)$(12)$(4)$1

Fair value hedges

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

in millions
Consolidated Statements of Income Classification201820172016
Gain (Loss) on forwardsCost of Sales$12$(20)$89
Gain (Loss) on purchase contractCost of Sales(12)20(89)

Ineffectiveness related to our fair value hedges was not significant during fiscal 2018, 2017 and 2016.

Undesignated positions

In addition to our designated positions, we also hold derivative contracts for which we do not apply hedge accounting. These include certain derivative instruments related to commodities price risk, including grains, livestock, energy and foreign currency risk. We mark these positions to fair value through earnings at each reporting date.

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

in millions
Consolidated Statements of Income ClassificationGain (Loss) Recognized in Earnings
201820172016
Derivatives not designated as hedging instruments:
Commodity contractsSales$18$111$(73)
Commodity contractsCost of Sales(33)(95)17
Foreign exchange contractsOther Income/Expense(3)—2
Total$(18)$16$(54)

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

NOTE 13: FAIR VALUE MEASUREMENTS

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

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

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

•Quoted prices for similar assets or liabilities in active markets;
•Quoted prices for identical or similar assets in non-active markets;
•Inputs other than quoted prices that are observable for the asset or liability; and
•Inputs derived principally from or corroborated by other observable market data.

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

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The fair value hierarchy requires the use of observable market data when available. In instances where the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input significant to the fair value measurement in its entirety. Our assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability.

The following tables set forth by level within the fair value hierarchy our financial assets and liabilities accounted for at fair value on a recurring basis according to the valuation techniques we used to determine their fair values:

in millions
September 29, 2018Level 1Level 2Level 3Netting (a)Total
Other Current Assets:
Derivative financial instruments:
Designated as hedges$—$2$—$(1)$1
Undesignated—44—(19)25
Available for sale securities:
Current—1——1
Other assets:
Available for sale securities:
Non-current—4651—97
Deferred compensation assets21295——316
Total assets$21$388$51$(20)$440
Other Current Liabilities:
Derivative financial instruments:
Designated as hedges$—$8$—$(8)$—
Undesignated—35—(30)5
Total liabilities$—$43$—$(38)$5
September 30, 2017Level 1Level 2Level 3Netting (a)Total
Other Current Assets:
Derivative financial instruments:
Designated as hedges$—$10$—$(1)$9
Undesignated—24—(3)21
Available for sale securities:
Current—21—3
Other Assets:
Available for sale securities:
Non-current—4550—95
Deferred Compensation assets23272——295
Total assets$23$353$51$(4)$423
Other Current Liabilities:
Derivative financial instruments:
Designated as hedges$—$9$—$(9)$—
Undesignated—21—(17)4
Total liabilities$—$30$—$(26)$4
(a)Our derivative assets and liabilities are presented in our Consolidated Balance Sheets on a net basis when a legally enforceable master netting arrangement exists between the counterparty to a derivative contract and us. Additionally, at September 29, 2018, and September 30, 2017, we had $18 million and $22 million, respectively, of cash collateral posted with various counterparties where master netting arrangements exist and held no cash collateral.

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

in millions
September 29, 2018September 30, 2017
Balance at beginning of year$51$57
Total realized and unrealized gains (losses):
Included in earnings——
Included in other comprehensive income (loss)(1)(1)
Purchases2013
Issuances——
Settlements(19)(18)
Balance at end of year$51$51
Total gains (losses) for the periods included in earnings attributable to the change in unrealized gains (losses) relating to assets and liabilities still held at end of year$—$—

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

Derivative Assets and Liabilities: Our derivative financial instruments primarily include exchange-traded and over-the-counter contracts which are further described in Note 12: Derivative Financial Instruments. We record our derivative financial instruments at fair value using quoted market prices, adjusted where necessary for credit and non-performance risk and internal models that use readily observable market inputs as their basis, including current and forward market prices and rates. We classify these instruments in Level 2 when quoted market prices can be corroborated utilizing observable current and forward commodity market prices on active exchanges or observable market transactions.

Available for Sale Securities: Our investments in marketable debt securities are classified as available-for-sale and are reported at fair value based on pricing models and quoted market prices adjusted for credit and non-performance risk. Short-term investments with maturities of less than 12 months are included in Other current assets in the Consolidated Balance Sheets and primarily include certificates of deposit and commercial paper. All other marketable debt securities are included in Other Assets in the Consolidated Balance Sheets and have maturities ranging up to 32 years. We classify our investments in U.S. government, U.S. agency, certificates of deposit and commercial paper debt securities as Level 2 as fair value is generally estimated using discounted cash flow models that are primarily industry-standard models that consider various assumptions, including time value and yield curve as well as other readily available relevant economic measures. We classify certain corporate, asset-backed and other debt securities as Level 3 as there is limited activity or less observable inputs into valuation models, including current interest rates and estimated prepayment, default and recovery rates on the underlying portfolio or structured investment vehicle. Significant changes to assumptions or unobservable inputs in the valuation of our Level 3 instruments would not have a significant impact to our consolidated financial statements.

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

in millions
September 29, 2018September 30, 2017
Amortized Cost BasisFair ValueUnrealized Gain/(Loss)Amortized Cost BasisFair ValueUnrealized Gain/(Loss)
Available for Sale Securities:
Debt Securities:
United States Treasury and Agency$48$47$(1)$47$47$—
Corporate and Asset-Backed5251(1)5151—

Unrealized holding gains (losses), net of tax, are excluded from earnings and reported in OCI until the security is settled or sold. On a quarterly basis, we evaluate whether losses related to our available-for-sale securities are temporary in nature. Losses on equity securities are recognized in earnings if the decline in value is judged to be other than temporary. If losses related to our debt securities are determined to be other than temporary, the loss would be recognized in earnings if we intend, or more likely than not will be required, to sell the security prior to recovery. For debt securities in which we have the intent and ability to hold until maturity, losses determined to be other than temporary would remain in OCI, other than expected credit losses which are recognized in earnings. We consider many factors in determining whether a loss is temporary, including the length of time and extent to which the fair value has been below cost, the financial condition and near-term prospects of the issuer and our ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery. We recognized no other than temporary impairment in earnings for fiscal 2018 and fiscal 2017. No other than temporary losses were deferred in OCI as of September 29, 2018, and September 30, 2017.

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

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

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

In fiscal 2018, we recorded $101 million of impairment charges related to the expected sale of non-protein businesses held for sale, due to revised estimates of the businesses' fair value based on current expected net sales proceeds at the time of the impairment. These charges were recorded in Cost of Sales in our Consolidated Statement of Income, and primarily consisted of Goodwill previously classified within Assets held for sale. Our valuation included unobservable Level 3 inputs and was based on expected sales proceeds from a competitive bidding process and ongoing discussions with potential buyers.

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

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

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

Other Financial Instruments

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

in millions
September 29, 2018September 30, 2017
Fair ValueCarrying ValueFair ValueCarrying Value
Total Debt$9,775$9,873$10,591$10,203

Concentrations of Credit Risk

Our financial instruments exposed to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Our cash equivalents are in high quality securities placed with major banks and financial institutions. Concentrations of credit risk with respect to receivables are limited due to the large number of customers and their dispersion across geographic areas. We perform periodic credit evaluations of our customers’ financial condition and generally do not require collateral. At September 29, 2018, and September 30, 2017, 18.6% of our net accounts receivable balance was due from Walmart Inc. No other single customer or customer group represented greater than 10% of net accounts receivable.

NOTE 14: STOCK-BASED COMPENSATION

We issue shares under our stock-based compensation plans by issuing Class A stock from treasury. The total number of shares available for future grant under the Tyson Foods, Inc. 2000 Stock Incentive Plan (Incentive Plan) was 16,150,273 at September 29, 2018.

Stock Options

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

Shares Under OptionWeighted Average Exercise Price Per ShareWeighted Average Remaining Contractual Life (in Years)Aggregate Intrinsic Value (in millions)
Outstanding, September 30, 20177,547,518$40.54
Exercised(2,615,963)38.67
Forfeited or expired(120,897)60.80
Granted1,183,49078.16
Outstanding, September 29, 20185,994,14848.376.7$88
Exercisable, September 29, 20183,793,715$37.635.6$84

We generally grant stock options once a year. The weighted average grant-date fair value of options granted in fiscal 2018, 2017 and 2016 was $18.31, $13.42 and $11.47, respectively. The fair value of each option grant is established on the date of grant using a binomial lattice method. We use historical volatility for a period of time comparable to the expected life of the option to determine volatility assumptions. Expected life is calculated based on the contractual term of each grant and takes into account the historical exercise and termination behavior of participants. Risk-free interest rates are based on the five-year Treasury bond rate. In fiscal 2018, an additional grant was awarded for two executive officers who joined the Company subsequent to the initial annual grant. Accordingly, the assumptions below for fiscal 2018 are calculated using the weighted average amounts for the two fiscal 2018 grants. Assumptions as of the grant date used in the fair value calculation of each year’s grants are outlined in the following table.

201820172016
Expected life (in years)5.95.46.4
Risk-free interest rate2.1%1.8%1.6%
Expected volatility23.5%24.7%24.8%
Expected dividend yield1.5%1.3% - 1.4%1.2% - 2.6%

We recognized stock-based compensation expense related to stock options, net of income taxes, of $13 million, $22 million and $23 million for fiscal 2018, 2017 and 2016, respectively. The related tax benefit for fiscal 2018, 2017 and 2016 was $6 million, $14 million and $15 million, respectively. We had 2.2 million, 4.1 million and 3.8 million options vest in fiscal 2018, 2017 and 2016, respectively, with a grant date fair value of $27 million, $47 million and $38 million, respectively.

In fiscal 2018, 2017 and 2016, we received cash of $102 million, $154 million and $128 million, respectively, for the exercise of stock options. Shares are issued from treasury for stock option exercises. The related tax benefit realized from stock options exercised during fiscal 2018, 2017 and 2016, was $30 million, $65 million and $80 million, respectively. The total intrinsic value of options exercised in fiscal 2018, 2017 and 2016, was $103 million, $164 million and $204 million, respectively. Cash flows resulting from tax deductions in excess of the compensation cost of those options (excess tax deductions) are classified as financing cash flows. We realized $20 million, $42 million and $58 million related to excess tax deductions during fiscal 2018, 2017 and 2016, respectively.

As of September 29, 2018, we had $18 million of total unrecognized compensation cost related to stock option plans that will be recognized over a weighted average period of 1.3 years.

Restricted Stock

We issue restricted stock at the market value as of the date of grant, with restrictions expiring over periods through fiscal 2020. Unearned compensation is recognized over the vesting period for the particular grant using a straight-line method.

Number of SharesWeighted Average Grant- Date Fair Value Per ShareWeighted Average Remaining Contractual Life (in Years)Aggregate Intrinsic Value (in millions)
Nonvested, September 30, 20171,715,100$51.21
Granted545,01577.25
Dividends27,03361.37
Vested(608,371)45.02
Forfeited(178,801)56.94
Nonvested, September 29, 20181,499,976$62.681.3$89

As of September 29, 2018, we had $40 million of total unrecognized compensation cost related to restricted stock awards that will be recognized over a weighted average period of 1.9 years.

We recognized stock-based compensation expense related to restricted stock, net of income taxes, of $22 million, $18 million and $14 million for fiscal 2018, 2017 and 2016, respectively. The related tax benefit for fiscal 2018, 2017 and 2016 was $9 million, $11 million and $9 million, respectively. We had 0.6 million, 0.5 million and 0.2 million restricted stock awards vest in fiscal 2018, 2017 and 2016, respectively, with a grant date fair value of $27 million, $19 million and $4 million, respectively.

Performance-Based Shares

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

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

Number of SharesWeighted Average Grant- Date Fair Value Per ShareWeighted Average Remaining Contractual Life (in Years)Aggregate Intrinsic Value (in millions)
Nonvested, September 30, 20172,157,115$38.92
Granted668,24662.92
Vested(396,468)27.95
Forfeited(232,594)46.40
Nonvested, September 29, 20182,196,299$47.411.0$131

We recognized stock-based compensation expense related to performance shares, net of income taxes, of $12 million, $16 million and $11 million for fiscal 2018, 2017 and 2016, respectively. The related tax benefit for fiscal 2018, 2017 and 2016 was $5 million, $10 million and $7 million, respectively. As of September 29, 2018, we had $25 million of total unrecognized compensation based upon our progress toward the attainment of criteria related to performance-based share awards that will be recognized over a weighted average period of 1.8 years.

NOTE 15: PENSIONS AND OTHER POSTRETIREMENT BENEFITS

At September 29, 2018, we had nine defined benefit pension plans consisting of six funded qualified plans, which are all frozen and noncontributory, and three unfunded non-qualified plans. The benefits provided under these plans are based on a formula using years of service and either a specified benefit rate or compensation level. The non-qualified defined benefit plans are for certain contracted officers and use a formula based on years of service and final average salary. We also have other postretirement benefit plans for which substantially all of our employees may receive benefits if they satisfy applicable eligibility criteria. The postretirement healthcare plans are contributory with participants’ contributions adjusted when deemed necessary.

We have defined contribution retirement programs for various groups of employees. We recognized expenses of $84 million, $78 million and $67 million in fiscal 2018, 2017 and 2016, respectively.

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

Other postretirement benefits include postretirement medical costs and life insurance.

In the second quarter of fiscal 2017, we issued a notice of intent to terminate two of our qualified pension plans with a termination date of April 30, 2017. The settlements of the terminated plans will occur in the first quarter of fiscal 2019, through purchased annuities. We made minimal additional contributions in preparation for the estimated $21 million one-time settlement charge at final liquidation.

Additionally, subsequent to our fiscal year ended September 29, 2018, we issued a notice of intent to terminate three of our qualified pension plans with termination dates in the first quarter of fiscal 2019. The settlements of these plans are expected to occur in fiscal 2020, through purchased annuities. Since the amount of the settlement depends on a number of factors determined as of the liquidation date, including the annuity pricing, interest rate environment and asset experience, we are currently unable to determine the ultimate cost of the settlement. However, based on current market rates the one-time settlement gain at final liquidation is estimated to be in the range of approximately $35 million to $55 million. Contributions to purchase annuities at the time of settlement are expected to be in the range of approximately $5 million to $25 million based on current market conditions of each plan at September 29, 2018.

Benefit Obligations and Funded Status

The following table provides a reconciliation of the changes in the plans’ benefit obligations, assets and funded status at September 29, 2018, and September 30, 2017:

in millions
Pension BenefitsOther Postretirement
QualifiedNon-QualifiedBenefits
201820172018201720182017
Change in benefit obligation
Benefit obligation at beginning of year$1,477$1,554$230$222$33$36
Service cost—271111
Interest cost55578811
Curtailment——(5)———
Plan amendments——5———
Actuarial (gain)/loss(60)(52)(10)1(5)(1)
Benefits paid(80)(84)(15)(12)(2)(4)
Benefit obligation at end of year1,3921,4772202302833
Change in plan assets
Fair value of plan assets at beginning of year1,5121,440————
Actual return on plan assets4115————
Employer contributions1441151224
Benefits paid(80)(84)(15)(12)(2)(4)
Fair value of plan assets at end of year1,4501,512————
Funded status$58$35$(220)$(230)$(28)$(33)

Amounts recognized in the Consolidated Balance Sheets consist of:

in millions
Pension BenefitsOther Postretirement
QualifiedNon-QualifiedBenefits
201820172018201720182017
Other assets$61$44$—$—$—$—
Other current liabilities(3)—(12)(11)(3)(3)
Other liabilities—(9)(208)(219)(25)(30)
Total assets (liabilities)$58$35$(220)$(230)$(28)$(33)

Amounts recognized in Accumulated Other Comprehensive Income consist of:

in millions
Pension BenefitsOther Postretirement
QualifiedNon-QualifiedBenefits
201820172018201720182017
Accumulated other comprehensive (income)/loss:
Actuarial (gain) loss$(96)$(94)$31$50$—$—
Prior service (credit) cost (a)——5—(49)(73)
Total accumulated other comprehensive (income)/loss:$(96)$(94)$36$50$(49)$(73)
(a)The change in prior service credit is primarily attributed to the plan amendments to the other postretirement benefits as noted within the change in benefit obligation with remainder of the change being immaterial.

We had five pension plans at September 29, 2018, and September 30, 2017, that had an accumulated benefit obligation in excess of plan assets. Plans with accumulated benefit obligations in excess of plan assets are as follows:

in millions
Pension Benefits
QualifiedNon-Qualified
2018201720182017
Projected benefit obligation$49$361$220$230
Accumulated benefit obligation49361219220
Fair value of plan assets45352——

The accumulated benefit obligation for all qualified pension plans was $1,392 million and $1,477 million at September 29, 2018, and September 30, 2017, respectively.

Net Periodic Benefit Cost (Credit)

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

in millions
Pension BenefitsOther Postretirement
QualifiedNon-QualifiedBenefits
201820172016201820172016201820172016
Service cost$—$2$8$7$11$6$1$1$1
Interest cost555765889113
Expected return on plan assets(62)(59)(65)——————
Amortization of prior service cost1——1——(25)(25)(20)
Recognized actuarial loss (gain), net—12365(5)(1)(15)
Recognized settlement loss (gain)—2(12)——————
Net periodic benefit cost (credit)$(6)$3$(2)$19$25$20$(28)$(24)$(31)

As of September 29, 2018, the amounts expected to be reclassified into earnings within the next 12 months related to net periodic benefit cost (credit) for the qualified and non-qualified pension plans, excluding pending settlements, are ($1) million and $3 million, respectively. As of September 29, 2018, the amount expected to be reclassified into earnings within the next 12 months related to net periodic benefit credit for the other postretirement benefits is $11 million.

Assumptions

Weighted average assumptions are as follows:

Pension BenefitsOther Postretirement
QualifiedNon-QualifiedBenefits
201820172016201820172016201820172016
Discount rate to determine net periodic benefit cost3.85%3.72%4.47%3.88%3.77%4.41%3.39%3.09%3.54%
Discount rate to determine benefit obligations4.26%3.85%3.72%4.31%3.88%3.77%4.11%3.39%3.09%
Rate of compensation increasen/an/an/a2.53%2.44%2.46%n/an/an/a
Expected return on plan assets4.20%4.21%4.15%n/an/an/an/an/an/a

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

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

We have five other postretirement benefit plans which are healthcare and life insurance related. Two of these plans, with benefit obligations totaling $17 million at September 29, 2018, were not impacted by healthcare cost trend rates as one consists of fixed annual payments and one is life insurance related. Two of the healthcare plans, with benefit obligations less than $1 million at September 29, 2018, were not impacted by healthcare cost trend rates due to previous plan amendments. The remaining plan, with benefit obligation totaling $10 million at September 29, 2018, utilized an assumed healthcare cost trend rate of 7.6%. The healthcare cost trend rate will be grading down to an ultimate rate of 4.5% in 2027.

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

in millions
One Percentage Point IncreaseOne Percentage Point Decrease
Effect on postretirement benefit obligation$1$(1)

Plan Assets

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

20182017Target Asset Allocation
Cash0.9%1.1%—%
Fixed income securities99.187.4100.0
United States stock funds—3.5—
International stock funds—5.6—
Real estate—2.4—
Total100.0%100.0%100.0%

Additionally, one of our foreign subsidiary pension plans had $30 million and $28 million in plan assets held in an insurance trust at September 29, 2018, and September 30, 2017, respectively.

The plan trustees have established a set of investment objectives related to the assets of the domestic pension plans and regularly monitor the performance of the funds and portfolio managers. The 100% target asset allocation to fixed income securities is based upon the intent to terminate these plans.

Our domestic plan assets consist mainly of common collective trusts which are primarily comprised of fixed income funds, equity securities and other investments. Fixed income securities can include, but are not limited to, direct bond investments, and pooled or indirect bond investments. Other investments may include, but are not limited to, international and domestic equities, real estate, commodities and private equity. Derivative instruments may also be used in concert with either fixed income or equity investments to achieve desired exposure or to hedge certain risks. Derivative instruments can include, but are not limited to, futures, options, swaps or swaptions. Our domestic plan assets also include mutual funds. We believe there are no significant concentrations of risk within our plan assets as of September 29, 2018.

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

in millions
September 29, 2018Level 1Level 2Level 3Total
Cash and cash equivalents$12$—$—$12
Insurance contract at contract value (a)——3030
Total assets in fair value hierarchy$12$—$30$42
Investments measured at net asset value:
Common collective trusts (b)1,408
Total plan assets$1,450
in millions
September 30, 2017Level 1Level 2Level 3Total
Cash and cash equivalents$15$—$—$15
Insurance contract at contract value (a)——2828
Total assets in fair value hierarchy$15$—$28$43
Investments measured at net asset value:
Common collective trusts (b)1,469
Total plan assets$1,512
(a)We classify insurance contracts as Level 3 as there is limited activity or less observable inputs into valuation models, including current interest rates and estimated prepayment, default and recovery rates on the underlying portfolio or structured investment vehicle. The insurance contracts are valued using the plan’s own assumptions about the assumptions market participants would use in pricing the assets based on the best information available, such as investment manager pricing. Significant changes to assumptions or unobservable inputs in the valuation of our Level 3 instruments would not have a significant impact to our consolidated financial statements.
(b)Funds that are measured at fair value using the net asset value (NAV) per share practical expedient have not been categorized in the fair value hierarchy. The amounts presented above are intended to permit reconciliation of the fair value hierarchy to the fair value of total plan assets in order to determine the amounts included in Other Assets and Other Liabilities in the Consolidated Balance Sheets.

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

in millions
Insurance contractTotal
September 30, 2017$28$28
Actual return on plan assets:
Assets still held at reporting date22
Assets sold during the period——
Purchases, sales and settlements, net——
Transfers in and/or out of Level 3——
September 29, 2018$30$30

Contributions

Our policy is to fund at least the minimum contribution required to meet applicable federal employee benefit and local tax laws. In our sole discretion, we may from time to time fund additional amounts. Expected contributions to pension plans for fiscal 2019 are approximately $15 million. For fiscal 2018, 2017 and 2016, we funded $29 million, $53 million and $64 million, respectively, to pension plans.

Estimated Future Benefit Payments

The following benefit payments are expected to be paid:

in millions
Pension BenefitsOther Postretirement
QualifiedNon-QualifiedBenefits
2019$122$12$3
202079123
202180133
202281133
202382142
2024-20284176911

The above benefit payments for other postretirement benefit plans are not expected to be offset by Medicare Part D subsidies in fiscal 2019.

The above 2019 benefit payments include anticipated payments for a plan termination within two of our qualified pension plans. The plan termination process for these plans began on April, 30, 2017, and full settlement is expected to occur in the first quarter of fiscal 2019.

The above 2020 benefit payments do not include anticipated accelerated payments for a plan termination within three of our qualified pension plans. The plan termination process for one of these plans began on October 1, 2018 and for the remaining two plans is expected to begin December 31, 2018, and full settlement is expected to occur in fiscal 2020.

Multi-Employer Plans

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

The risks of participating in multi-employer plans are different from single-employer plans. Assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers. If a participating employer stops contributing to the plan, the unfunded obligation of the plan may be borne by the remaining participating employers. If we stop participating in a plan, we may be required to pay that plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability. Contributions to the multi-employer pension funds were in excess of 5% of the total plan contributions for plan year 2018 but were not in excess of 5% of the total plan contributions for plan years 2017 and 2016.

The net pension cost of the plan is equal to the annual contribution determined in accordance with the provisions of negotiated labor contracts. Contributions to the plan were $2 million in fiscal 2018 and 2017. Assets contributed to such plans are not segregated or otherwise restricted to provide benefits only to our employees. The future cost of the plan is dependent on a number of factors including the funded status of the plan and the ability of the other participating companies to meet ongoing funding obligations.

Our participation in this multi-employer plan for fiscal 2018 is outlined below. The EIN/Pension Plan Number column provides the Employer Identification Number (EIN) and the three-digit plan number. Unless otherwise noted, the most recent Pension Protection Act ("PPA") zone status available in fiscal 2018 and fiscal 2017 is for the plan's year beginning January 1, 2018, and 2017, respectively. The zone status is based on information that we have received from the plan and is certified by the plan's actuaries. The zone status is a secondary classification, critical and declining, within the red zone for fiscal 2018. Among other factors, plans in the red zone are generally less than 65 percent funded. Plans that are critical and declining status are projected to have an accumulated funding deficiency. The FIP/RP Status column indicates plans for which a financial improvement plan (FIP) or rehabilitation plan (RP) is either pending or has been implemented. The last column lists the expiration date(s) of the collective-bargaining agreements to which the plan is subject. There have been no significant changes that affect the comparability of contributions from year to year.

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

PPA Zone StatusFIP/RP StatusContributions (in millions)Surcharge Imposed
Pension Fund Plan NameEIN/Pension Plan Number20182017Implemented2018201720162018Expiration Date of Collective Bargaining Agreement(a)
Bakery and Confectionery Union and Industry International Pension Fund52-6118572/001RedRedNov 2012$2$2$110%October 2015

(a) Renewal negotiations are in progress.

NOTE 16: COMPREHENSIVE INCOME (LOSS)

The components of accumulated other comprehensive loss are as follows:

in millions
2018(1)2017
Accumulated other comprehensive income (loss), net of taxes:
Unrealized net hedging loss$(9)$(2)
Unrealized net loss on investments(1)—
Currency translation adjustment(84)(53)
Postretirement benefits reserve adjustments7971
Total accumulated other comprehensive income (loss)$(15)$16

(1) Includes reclass from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act, following adoption of the applicable new accounting standard. Refer to Part II, Item 8, Notes to Consolidated Financial Statements, Note 2: Changes in Accounting Principles.

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

in millions
201820172016
Before TaxTaxAfter TaxBefore TaxTaxAfter TaxBefore TaxTaxAfter Tax
Derivatives accounted for as cash flow hedges:
(Gain) loss reclassified to interest expense$—$—$—$—$—$—$—$—$—
(Gain) loss reclassified to cost of sales12(4)84(2)2(1)1—
Unrealized gain (loss)(20)5(15)(3)1(2)(1)—(1)
Investments:
Unrealized gain (loss)(2)1(1)(1)—(1)(1)1—
Currency translation:
Translation adjustment(38)2(36)6—65(1)4
Translation loss reclassified to cost of sales7—7——————
Postretirement benefits(8)1(7)91(35)5667(25)42
Total other comprehensive income (loss)$(49)$5$(44)$97$(36)$61$69$(24)$45

NOTE 17: SEGMENT REPORTING

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

In fiscal 2017, we acquired and consolidated AdvancePierre, a producer and distributor of value-added, convenient, ready-to-eat sandwiches, sandwich components and other entrées and snacks, and in fiscal 2018, we acquired Original Philly, a valued added protein business. The results from operations of these businesses are included in the Prepared Foods and Chicken segments. 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. For further description of these transactions, refer to Part II, Item 8, Notes to Consolidated Financial Statements, Note 3: Acquisitions and Dispositions.

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.

Beef: Beef includes our operations related to processing live fed cattle and fabricating dressed beef carcasses into primal and sub-primal meat cuts and case-ready products. Products are marketed domestically to food retailers, foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, healthcare facilities, the military and other food processors, as well as to international export markets. This segment also includes sales from allied products such as hides and variety meats, as well as logistics operations to move products through the supply chain.

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

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

Prepared Foods: Prepared Foods includes our operations related to manufacturing and marketing frozen and refrigerated food products and logistics operations to move products through the supply chain. This segment includes brands such as Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, State Fair®, 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, flour and corn tortilla products, appetizers, snacks, prepared meals, ethnic foods, side dishes, meat dishes, breadsticks and processed meats. Products are marketed domestically to food retailers, foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, convenience stores, healthcare facilities, the military and other food processors, as well as to international export markets.

We allocate expenses related to corporate activities to the segments, except for third-party merger and integration costs of $26 million, $67 million and $37 million in fiscal 2018, 2017 and 2016, respectively, and corporate overhead related to Tyson New Ventures, LLC, which are included in Other. Assets and additions to property, plant and equipment relating to corporate activities remain in Other. At September 30, 2017, we included $3 billion of unallocated goodwill associated with our acquisition of AdvancePierre in Other and we completed the allocation of goodwill to our segments in fiscal 2018. Additionally, as of September 29, 2018, we completed the allocation of goodwill associated with our fiscal 2018 acquisitions. Refer to Note 5: Goodwill and Intangible Assets for further description.

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

in millions
BeefPorkChickenPrepared FoodsOtherIntersegment SalesConsolidated
Fiscal 2018
Sales$15,473$4,879$12,044$8,668$305$(1,317)$40,052
Operating Income (Loss)1,013361866868(53)3,055
Total Other (Income) Expense310
Income before Income Taxes2,745
Depreciation and amortization1034236841010933
Total Assets3,0611,2658,79415,06392629,109
Additions to property, plant and equipment1071505702281451,200
Fiscal 2017
Sales$14,823$5,238$11,409$7,853$349$(1,412)$38,260
Operating Income (Loss)8776451,053462(106)2,931
Total Other (Income) Expense303
Income before Income Taxes2,628
Depreciation and amortization92362963159748
Total Assets2,9381,1326,63013,4663,90028,066
Additions to property, plant and equipment1181014922291291,069
Fiscal 2016
Sales$14,513$4,909$10,927$7,346$380(1,194)$36,881
Operating Income (Loss)3475281,305734(81)2,833
Total Other (Income) Expense235
Income before Income Taxes2,598
Depreciation and amortization943327428610697
Total Assets2,7641,0395,83611,81492022,373
Additions to property, plant and equipment996828117869695

The Beef segment had sales of $420 million, $386 million and $327 million for fiscal 2018, 2017 and 2016, respectively, from transactions with other operating segments. The Pork segment had sales of $817 million, $966 million and $840 million for fiscal 2018, 2017 and 2016, respectively, from transactions with other operating segments. The Chicken segment had sales of $80 million, $60 million and $27 million for fiscal 2018, 2017 and 2016, respectively, from transactions with other operating segments. The aforementioned sales from intersegment transactions, which were at market prices, were included in the segment sales in the above table.

Our largest customer, Walmart Inc., accounted for 17.3%, 17.3% and 17.5% of consolidated sales in fiscal 2018, 2017 and 2016, respectively. Sales to Walmart Inc. were included in all the segments. Any extended discontinuance of sales to this customer could, if not replaced, have a material impact on our operations.

The majority of our operations are domiciled in the United States. Approximately 99%, 98% and 98% of sales to external customers for fiscal 2018, 2017 and 2016, respectively, were sourced from the United States. Approximately $23.2 billion and $21.6 billion of long-lived assets were located in the United States at September 29, 2018, and September 30, 2017, respectively. Excluding goodwill and intangible assets, long-lived assets located in the United States totaled approximately $6.7 billion and $6.0 billion at September 29, 2018, and September 30, 2017, respectively. Approximately $212 million and $217 million of long-lived assets were located in foreign countries, primarily Brazil, China, the European Union and New Zealand at September 29, 2018, and September 30, 2017, respectively. Excluding goodwill and intangible assets, long-lived assets in foreign countries totaled approximately $201 million and $193 million at September 29, 2018, and September 30, 2017, respectively.

We sell certain products in foreign markets, primarily Canada, Central America, China, the European Union, Japan, Mexico, the Middle East, South Korea, and Taiwan. Our export sales from the United States totaled $4.2 billion, $3.9 billion and $3.5 billion for fiscal 2018, 2017 and 2016, respectively. Substantially all of our export sales are facilitated through unaffiliated brokers, marketing associations and foreign sales staffs. Sales of products produced in a country other than the United States were less than 10% of consolidated sales for each of fiscal 2018, 2017 and 2016.

NOTE 18: SUPPLEMENTAL CASH FLOWS INFORMATION

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

in millions
201820172016
Interest, net of amounts capitalized$368$249$242
Income taxes, net of refunds470779686

NOTE 19: TRANSACTIONS WITH RELATED PARTIES

We have operating leases for two wastewater facilities with an entity owned by the Donald J. Tyson Revocable Trust (for which Mr. John Tyson, Chairman of the Company, is a trustee), Berry Street Waste Water Treatment Plant, LP (90% of which is owned by the TLP), and the sisters of Mr. Tyson. Total payments of approximately $1 million in each of fiscal 2018, 2017 and 2016 were paid to lease the facilities.

As of September 29, 2018, the TLP, of which John Tyson and director Barbara Tyson are general partners, owned 70 million shares, or 99.985% of our outstanding Class B stock and, along with the members of the Tyson family, owned 6.2 million shares of Class A stock, giving it control of approximately 70.96% of the total voting power of our outstanding voting stock.

In August 2017, the Company committed to invest $5 million for a 17.5% equity interest in Buchan Ltd., a Mauritian private holding company of poultry operations in sub-Saharan Africa. Acacia Foods, B.V. is committed to invest $9 million in Buchan Ltd. Donnie Smith, who during the first quarter of fiscal year 2017 was Chief Executive Officer of the Company, serves as the Chairman of Acacia Foods, B.V. and as a director of Buchan Ltd. John Randal Tyson (son of John Tyson) serves as a director of Buchan Ltd. for the Company. We completed our funding commitment in fiscal 2018.

In fiscal 2018, the Company provided administrative services to the Tyson Limited Partnership, the beneficial owner of 70 million shares of Class B stock, and the Tyson Limited Partnership, through TLP Investment, L.P., reimbursed the Company $0.3 million.

NOTE 20: COMMITMENTS AND CONTINGENCIES

Commitments

We lease equipment, properties and certain farms for which total rentals approximated $200 million, $186 million and $172 million, in fiscal 2018, 2017 and 2016, respectively. Most leases have initial terms of up to seven years, some with varying renewal periods. The most significant obligations assumed under the terms of the leases are the upkeep of the facilities and payments of insurance and property taxes.

Minimum lease commitments under non-cancelable leases at September 29, 2018, were:

in millions
2019$128
202098
202162
202240
202329
2024 and beyond61
Total$418

We guarantee obligations of certain outside third parties, consisting primarily of leases, debt and grower loans, which are substantially collateralized by the underlying assets. Terms of the underlying debt cover periods up to 10 years, and the maximum potential amount of future payments as of September 29, 2018, was $16 million. We also maintain operating leases for various types of equipment, some of which contain residual value guarantees for the market value of the underlying leased assets at the end of the term of the lease. The remaining terms of the lease maturities cover periods over the next 10 years. The maximum potential amount of the residual value guarantees is $91 million, all of which could be recoverable through various recourse provisions, including those based on the fair value of the underlying leased assets. The likelihood of material payments under these guarantees is not considered probable. At September 29, 2018, and September 30, 2017, no material liabilities for guarantees were recorded.

We have cash flow assistance programs in which certain livestock suppliers participate. Under these programs, we pay an amount for livestock equivalent to a standard cost to grow such livestock during periods of low market sales prices. The amounts of such payments that are in excess of the market sales price are recorded as receivables and accrue interest. Participating suppliers are obligated to repay these receivables balances when market sales prices exceed this standard cost, or upon termination of the agreement. Our potential maximum obligation associated with these programs is limited to the fair value of each participating livestock supplier’s net tangible assets. The potential maximum obligation as of September 29, 2018, was approximately $300 million. The total receivables under these programs were $6 million at September 29, 2018. There were no receivables under these programs at September 30, 2017. This receivable is included, net of allowance for uncollectible amounts, in Accounts Receivable in our Consolidated Balance Sheets. Even though these programs are limited to the net tangible assets of the participating livestock suppliers, we also manage a portion of our credit risk associated with these programs by obtaining security interests in livestock suppliers’ assets. After analyzing residual credit risks and general market conditions, we had no allowance for these programs' estimated uncollectible receivables at September 29, 2018, and September 30, 2017.

When constructing new facilities or making major enhancements to existing facilities, we will occasionally enter into incentive agreements with local government agencies in order to reduce certain state and local tax expenditures. Under these agreements, we transfer the related assets to various local government entities and receive Industrial Revenue Bonds. We immediately lease the facilities from the local government entities and have an option to re-purchase the facilities for a nominal amount upon tendering the Industrial Revenue Bonds to the local government entities at various predetermined dates. The Industrial Revenue Bonds and the associated obligations for the leases of the facilities offset, and the underlying assets remain in property, plant and equipment. At September 29, 2018, total amounts under these types of arrangements totaled $636 million.

We enter into agreements with growers that can have fixed and variable payment structures, but are generally cancelable and based on flocks placed with the growers. Grower commitments at September 29, 2018 were:

in millions
Grower Commitments
2019$198
202099
202193
202254
202338
2024 and beyond98
Total$580

Additionally, we enter into other purchase commitments for various items such as grains and livestock contracts, which at September 29, 2018 were:

in millions
Other Purchase Commitments
2019$1,224
2020732
2021159
202257
202323
2024 and beyond13
Total$2,208

Contingencies

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

On September 2, 2016, Maplevale Farms, Inc., acting on behalf of itself and a putative class of direct purchasers of poultry products, filed a class action complaint against us and certain of our poultry subsidiaries, as well as several other poultry processing companies, in the Northern District of Illinois. Subsequent to the filing of this initial complaint, additional lawsuits making similar claims on behalf of putative classes of direct and indirect purchasers were filed in the United States District Court for the Northern District of Illinois. The court consolidated the complaints, for pre-trial purposes, into actions on behalf of three different putative classes: direct purchasers, indirect purchasers/consumers and commercial/institutional indirect purchasers. These three actions are styled In re Broiler Chicken Antitrust Litigation. Several amended and consolidated complaints have been filed on behalf of each putative class. The currently operative complaints allege, among other things, that beginning in January 2008 the defendants conspired and combined to fix, raise, maintain, and stabilize the price of broiler chickens in violation of United States antitrust laws. The complaints on behalf of the putative classes of indirect purchasers also include causes of action under various state unfair competition laws, consumer protection laws, and unjust enrichment common laws. The complaints also allege that defendants “manipulated and artificially inflated a widely used Broiler price index, the Georgia Dock.” It is further alleged that the defendants concealed this conduct from the plaintiffs and the members of the putative classes. The plaintiffs are seeking treble damages, injunctive relief, pre- and post-judgment interest, costs, and attorneys’ fees on behalf of the putative classes. The court issued a ruling on November 20, 2017 denying all defendants’ motions to dismiss. The litigation is currently in a discovery phase. Decisions on class certification and summary judgment motions likely to be filed by defendants are not expected before the latter part of calendar year 2020 under the scheduling order currently governing the case. Scheduling for trial, if necessary, will occur after rulings on class certification and any summary judgment motions. Certain putative class members have opted out of this matter and are proceeding separately, and others may do so in the future.

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

On June 18, 2018, Wanda Duryea, Matthew Hosking, John McKee, Lisa Melegari, Michael Reilly, Sandra Steffan, Paul Glantz, Edwin Blakey, Jennifer Sullivan, Lisa Axelrod, Anbessa Tufa and Christina Hall, acting on behalf of themselves individually and on behalf of a putative plaintiff class consisting of all persons and entities who indirectly purchased pork, filed a class action complaint against us and certain of our pork subsidiaries, as well as several other pork processing companies, in the federal district court for the District of Minnesota. Subsequent to the filing of the initial complaint, additional lawsuits making similar claims on behalf of putative classes of direct and indirect purchasers were also filed in the same court. The complaints allege, among other things, that beginning in January 2009 the defendants conspired and combined to fix, raise, maintain, and stabilize the price of pork and pork products in violation of United States antitrust laws. The complaints on behalf of the putative classes of indirect purchasers also include causes of action under various state unfair competition laws, consumer protection laws, and unjust enrichment common laws. The plaintiffs are seeking treble damages, injunctive relief, pre- and post-judgment interest, costs, and attorneys’ fees on behalf of the putative classes. The direct purchaser actions and indirect purchaser actions have been consolidated for pretrial purposes. On October 23, 2018, defendants filed motions to dismiss the complaints.

Our subsidiary, The Hillshire Brands Company (formerly named Sara Lee Corporation), is a party to a consolidation of cases filed by individual complainants with the Republic of the Philippines, Department of Labor and Employment and the National Labor Relations Commission ("NLRC") from 1998 through July 1999. The complaint was filed against Aris Philippines, Inc., Sara Lee Corporation, Sara Lee Philippines, Inc., Fashion Accessories Philippines, Inc., and Attorney Cesar C. Cruz (collectively, the “respondents”). The complaint alleges, among other things, that the respondents engaged in unfair labor practices in connection with the termination of manufacturing operations in the Philippines in 1995 by Aris Philippines, Inc., a former subsidiary of The Hillshire Brands Company. In late 2004, a labor arbiter ruled against the respondents and awarded the complainants PHP3,453,664,710 (approximately U.S.$64 million) in damages and fees. The respondents appealed the labor arbiter's ruling, and it was subsequently set aside by the NLRC in December 2006. Subsequent to the NLRC’s decision, the parties filed numerous appeals, motions for reconsideration and petitions for review, certain of which remained outstanding for several years. While various of those appeals, motions and/or petitions were pending, The Hillshire Brands Company, on June 23, 2014, without admitting liability, filed a settlement motion requesting that the Supreme Court of the Philippines order dismissal with prejudice of all claims against it and certain other respondents in exchange for payments allocated by the court among the complainants in an amount not to exceed PHP342,287,800 (approximately U.S.$6.3 million). Based in part on its finding that the consideration to be paid to the complainants as part of such settlement was insufficient, the Supreme Court of the Philippines denied the respondents’ settlement motion and all motions for reconsideration thereof. The Supreme Court of the Philippines also set aside as premature the NLRC’s December 2006 ruling. As a result, the cases were remanded back before the NLRC to rule on the merits of the case. On December 15, 2016, we learned that the NLRC rendered its decision on November 29, 2016, regarding the respondents’ appeals regarding the labor arbiter’s 2004 ruling in favor of the complainants. The NLRC increased the award for 4,922 of the total 5,984 complainants to PHP14,858,495,937 (approximately U.S. $275 million). However, the NLRC approved a prior settlement reached with the group comprising approximately 18% of the class of 5,984 complainants, pursuant to which The Hillshire Brands Company agreed to pay each settling complainant PHP68,000 (approximately U.S. $1,300). The settlement payment was made on December 21, 2016, to the NLRC, which is responsible for distributing the funds to each settling complainant. On December 27, 2016, the respondents filed motions for reconsideration with the NLRC asking that the award be set aside. The NLRC denied respondents' motions for reconsideration in a resolution received on May 5, 2017, and entered a judgment on the award on July 24, 2017. Each of Aris Philippines, Inc., Sara Lee Corporation and Sara Lee Philippines, Inc. appealed this award and sought an injunction to preclude enforcement of the award to the Philippines Court of Appeals. On November 23, 2017, the Court of Appeals granted a writ of preliminary injunction that precluded execution of the NLRC award during the pendency of the appeal. The Court of Appeals subsequently vacated the NLRC’s award on April 12, 2018. Complainants have filed motions for reconsideration with the Court of Appeals. If those motions are denied, the Court of Appeals’ decision nevertheless remains subject to appeal to the Supreme Court of the Philippines. We continue to maintain an accrual for this matter.

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

NOTE 21: QUARTERLY FINANCIAL DATA (UNAUDITED)

in millions, except per share data
First QuarterSecond QuarterThird QuarterFourth Quarter
2018
Sales$10,229$9,773$10,051$9,999
Gross profit1,4511,0201,3061,349
Operating income927498802828
Net income1,632316542537
Net income attributable to Tyson1,631315541537
Net income per share attributable to Tyson:
Class A Basic$4.54$0.88$1.52$1.50
Class B Basic$4.09$0.78$1.37$1.35
Diluted$4.40$0.85$1.47$1.47
2017
Sales$9,182$9,083$9,850$10,145
Gross profit1,4831,0471,2021,351
Operating income982571697681
Net income594341448395
Net income attributable to Tyson593340447394
Net income per share attributable to Tyson:
Class A Basic$1.64$0.95$1.24$1.10
Class B Basic$1.49$0.86$1.12$0.98
Diluted$1.59$0.92$1.21$1.07

First quarter fiscal 2018 net income included a $994 million post tax recognition of tax benefit from remeasurement of net deferred tax liabilities at lower enacted tax rates, $4 million pretax impairment charge net of a realized gain related to the divestiture of non-protein businesses and $19 million pretax restructuring and related charges.

Second quarter fiscal 2018 net income included a $9 million post tax recognition of tax benefit from remeasurement of net deferred tax liabilities at lower enacted tax rates, $75 million pretax impairment charge related to the divestiture of non-protein businesses, $109 million one-time cash bonus to frontline employees and $12 million pretax restructuring and related charges.

Third quarter fiscal 2018 net income included $14 million pretax restructuring and related charges.

Fourth quarter fiscal 2018 net income included a $11 million pretax realized gain related to the divestiture of a non-protein business and $14 million pretax restructuring and related charges.

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

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

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

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

Report of Independent Registered Public Accounting Firm

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

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Tyson Foods, Inc. and its subsidiaries as of September 29, 2018 and September 30, 2017, and the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended September 29, 2018, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended September 29, 2018 appearing under Item 15 (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of September 29, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 29, 2018 and September 30, 2017, and the results of its operations and its cash flows for each of the three years in the period ended September 29, 2018 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 29, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Annual Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company's consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

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

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

/s/ PricewaterhouseCoopers LLP

Fayetteville, Arkansas

November 13, 2018

We have served as the Company’s auditor since 2009.

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