Tyson Foods (TSN) 10-K risk factor changes: FY2019 vs FY2018

[removed: Fluctuations] [added: Fluctuations] in commodity prices and in the availability of raw materials, especially feed grains, live cattle, live swine and other inputs could negatively impact our [removed: earnings.][added: earnings.]

Corn, soybean meal and other feed ingredients, for instance, represented roughly [removed: 56%] [added: 55%] of our cost of growing a live chicken in fiscal [removed: 2018.][added: 2019.]

[removed: The] [added: The] prices we receive for our products may fluctuate due to competition from other food producers and [removed: processors.][added: processors.]

[removed: Outbreaks] [added: Outbreaks] of livestock diseases can adversely impact our ability to conduct our operations and the supply and demand for our [removed: products.][added: products.]

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

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

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

[removed: We] [added: We] may not realize any or all of the anticipated benefits of our financial fitness program, which may prove to be more difficult, costly, or time consuming than [removed: expected.][added: expected.]

[removed: We] [added: We] may experience difficulties in implementing an enterprise resource planning system over the next few [removed: years.][added: years.]

Additionally, our implementation of the ERP system [removed: may involve] [added: involves] greater utilization of third-party “cloud” computing services in connection with our business operations.

[removed: We] [added: We] are subject to risks associated with our international activities, which could negatively affect our sales to customers in foreign [removed: countries,] [added: locations,] as well as our operations and assets in such [removed: countries.][added: locations.]

In fiscal [removed: 2018,] [added: 2019,] we sold products to [added: customers in] approximately [removed: 125] [added: 145] countries.

Major sales markets include [added: Australia,] Canada, Central America, China, the European Union, Japan, [added: Malaysia,] Mexico, [added: Chile,] the Middle East, [added: the Netherlands,] South [removed: Korea] [added: Korea, Taiwan] and [removed: Taiwan.][added: Thailand.]

Our sales to customers in foreign countries for fiscal [removed: 2018] [added: 2019] totaled [removed: $4.8] [added: $5.4] billion, of which [removed: $4.2] [added: $4.1] billion related to export sales from the United States.

In addition, we had approximately [removed: $212] [added: $1,107] million of long-lived assets located in foreign [removed: countries,] [added: locations,] primarily Brazil, China, [added: the] European Union and New Zealand, at the end of fiscal [removed: 2018.][added: 2019.]

| • | impact of currency exchange rate fluctuations between the United States dollar and foreign currencies, particularly the Brazilian real, the British pound sterling, the Canadian dollar, the Chinese renminbi, the European euro, the Japanese [removed: yen] [added: yen, the Thai baht, the Malaysian ringgit] and the Mexican peso; |

[removed: We] [added: We] depend on the availability of, and good relations with, our [removed: employees.][added: employees.]

We have approximately [removed: 121,000] [added: 141,000] employees, approximately [removed: 33,000] [added: 39,000] of whom are covered by collective bargaining agreements or are members of labor unions.

[removed: If] [added: If] we are unable to attract, hire or retain key employees or a highly skilled and diverse global workforce, it could have a negative impact on our business, financial condition or results of [removed: operations.][added: operations.]

[removed: We] [added: We] depend on contract [removed: growers] [added: farmers] and independent producers to supply us with [removed: livestock.][added: livestock.]

We contract primarily with independent contract [removed: growers] [added: farmers] to raise the live chickens and turkeys processed in our poultry operations.

If we do not attract and maintain contracts with [removed: growers] [added: farmers] or maintain marketing and purchasing relationships with independent producers, our production operations could be negatively affected.

[removed: If] [added: If] our products become contaminated, we may be subject to product liability claims and product recalls, which could adversely affect our financial results and damage our [removed: reputation.][added: reputation.]

Our products may be subject to contamination by [added: foreign materials or] disease-producing organisms or pathogens, such as Listeria monocytogenes, Salmonella and E. coli.

[removed: Changes] [added: Changes] in consumer preference and failure to maintain favorable consumer perception of our brands and products could negatively impact our [removed: business.][added: business.]

[removed: Failure] [added: Failure] to continually innovate and successfully launch new products and maintain our brand image through marketing investment could adversely impact our operating [removed: results.][added: results.]

[removed: Failure] [added: Failure] to leverage our brand value propositions to compete against private label products, especially during economic downturn, may adversely affect our [removed: profitability.][added: profitability.]

[removed: Our] [added: Our] level of indebtedness and the terms of our indebtedness could negatively impact our business and liquidity [removed: position.][added: position.]

[removed: An] [added: An] impairment in the carrying value of our goodwill or indefinite life intangible assets could negatively impact our consolidated results of operations and net [removed: worth.][added: worth.]

Under these valuation approaches, we are required to make various judgmental assumptions about appropriate [added: sales, operating margins, growth rates, royalty rates and] discount [removed: rates.][added: rates, amongst other assumptions.]

As of September [removed: 29, 2018,] [added: 28, 2019,] we had [removed: $13.8] [added: $14.9] billion of goodwill and indefinite life intangible assets, which represented approximately [removed: 47%] [added: 45%] of total assets.

[removed: New] [added: New] or more stringent domestic and international government regulations could impose material costs on us and could adversely affect our [removed: business.][added: business.]

See “Environmental Regulation and Food Safety” in Item 1 of this Annual Report on Form [removed: 10-K.][added: 10-K for more information.]

Changes in laws or regulations that impose additional regulatory requirements on us [added: (including the United Kingdom's potential exit from the European Union)] could increase our cost of doing business or restrict our actions, causing our results of operations to be adversely affected.

[removed: Legal] [added: Legal] claims, class action lawsuits, other regulatory enforcement actions, or failure to comply with applicable legal standards or requirements could affect our product sales, reputation and [removed: profitability.][added: profitability.]

[removed: The] [added: The] Company is subject to stringent environmental regulation and potentially subject to environmental litigation, proceedings, and [removed: investigations.][added: investigations.]

[removed: We] [added: We] are increasingly dependent on information technology, and our business and reputation could suffer if we are unable to protect our information technology systems against, or effectively respond to, cyber-attacks, other cyber incidents or security breaches or if our information technology systems are otherwise [removed: disrupted.][added: disrupted.]

[removed: If] [added: If] we pursue strategic acquisitions or divestitures, we may not be able to successfully consummate favorable transactions or successfully integrate acquired [removed: businesses.][added: businesses.]

| • | [removed: difficulty identifying suitable candidates or] consummating a transaction on terms that are favorable to us; |

[removed: Market] [added: Market] fluctuations could negatively impact our operating results as we hedge certain [removed: transactions.][added: transactions.]

| • | difficulty identifying suitable candidates; |

We participate in several “multiemployer” pension plans that provide defined benefits to certain employees covered by collective bargaining agreements.

These plans are typically administered by boards of trustees composed of the management of the participating companies and labor representatives.

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

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

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

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

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

Through our wholly owned subsidiary, Hillshire Brands, we participate in a “multiemployer” pension plan administered by a labor union representing some of its employees.

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

Specifically:

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

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

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

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

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

The Keystone Acquisition may not be successful.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Although we expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, should allow us to offset incremental transaction and acquisition-related costs over time, this net benefit

[removed: DESCRIPTION] [added: DESCRIPTION] OF THE [removed: COMPANY][added: COMPANY]

Tyson and grown under three generations of family leadership, the Company has a broad portfolio of products and brands [removed: like] [added: including] Tyson®, Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, Aidells®, ibp® and State Fair®.

[removed: Other] [added: International/Other] primarily includes our foreign [removed: chicken production] operations in [added: Australia,] China, [added: South Korea, Malaysia, Mexico, the Netherlands, Thailand and the United Kingdom,] third-party merger and integration costs and corporate overhead related to Tyson New Ventures, LLC.

[added: | • | 2019 – We acquired two valued-added protein businesses in fiscal 2019.] For further description [removed: of] [added: regarding] these [removed: transactions,] [added: acquisitions] refer to Part II, Item 8, Notes to [added: the] Consolidated Financial Statements, Note 3: Acquisitions and Dispositions. [added: |]

[added: | • | 2018 – We acquired three valued-added protein businesses in fiscal 2018.] For further description [removed: of] [added: regarding] these [removed: transactions,] [added: acquisitions] refer to Part II, Item 8, Notes to [added: the] Consolidated Financial Statements, Note 3: Acquisitions and Dispositions. [added: |]

[removed: OVERVIEW][added: OVERVIEW]

| • | Fiscal year – Our accounting cycle resulted in a 52-week year for fiscal [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016.] [added: 2017.] |

| • | General – [removed: Our] [added: Sales grew 6% in] fiscal [removed: 2018] [added: 2019 over fiscal 2018, primarily due to acquisitions and increased average sales prices in the Beef and Prepared Foods segments. Fiscal 2019] operating income [removed: increased] [added: decreased] compared to fiscal [removed: 2017,] [added: 2018,] as record Beef [removed: and Prepared Foods] segment results were [removed: partially] offset by a decline in [added: operating income in the] Chicken and Pork [removed: segment margins.] [added: segments.] In fiscal [added: 2019, our results were impacted by a $41 million impairment associated with the planned divestiture of a business, $41 million of restructuring and related charges, $37 million related to Keystone Foods purchase accounting and acquisition related costs and $31 million of costs associated with a fire at one of our beef production facilities. In fiscal] 2018, our results were impacted by $109 million of one-time cash bonus to frontline employees, as we continued to make investments in our talent, $68 million impairment, net of realized gains, associated with the divestitures of non-protein businesses, and $59 million of restructuring and related charges. [removed: Sales increased 5% in fiscal 2018 over fiscal 2017, primarily due to increased sales volumes and average sales prices in Beef, Chicken and Prepared Foods.] |

| • | Market Environment – According to the United States Department of Agriculture [removed: (USDA),] [added: ("USDA"),] domestic protein production (beef, pork, chicken and turkey) increased approximately 2% in fiscal [removed: 2018] [added: 2019] compared to fiscal [removed: 2017. We continue to monitor recent trade and tariff activity and its potential impact to exports and inputs costs across all of our segments.] [added: 2018.] Currently, we are experiencing impacts to domestic and export [removed: prices, primarily chicken and pork,] [added: prices across all of our segments] resulting from uncertainty in trade policies and increased tariffs. Additionally, all segments experienced increased [removed: freight] [added: operating] and labor [removed: costs.] [added: costs in fiscal 2019.] We will pursue recovery of [added: these] increased costs [removed: related to tariffs, freight and labor] through pricing. The Beef segment experienced strong [removed: export] demand [removed: and more favorable domestic market conditions] [added: offset by increased costs] associated with [removed: an increase in cattle supply. With excess domestic availability] [added: a fire at one] of [removed: pork products, the] [added: our beef production facilities. The] Pork segment experienced [removed: periods] [added: increased livestock costs during a time] of [removed: challenging] [added: excess domestic availability of pork products due to export constraints, which made] market conditions [removed: despite decreased input costs.] [added: challenging.] Our Chicken segment also faced challenging [removed: market] [added: pricing] conditions associated with increased domestic availability of [removed: supply, sluggish demand, reduced export prices and higher feed ingredient costs.] [added: supply.] Our Prepared Foods segment continued its strong performance [added: due to demand] despite [removed: experiencing] [added: increased raw material costs and] reduced volumes [removed: as we divested] [added: from the divestiture] of certain non-protein [removed: businesses.] [added: businesses in fiscal 2018.] |

| • | Margins – Our total operating margin was [removed: 7.6%] [added: 6.7%] in fiscal [removed: 2018.] [added: 2019.] Operating margins by segment were as follows: |

| • | Liquidity – We generated approximately [removed: $3] [added: $2.5] billion of operating cash flows during fiscal [removed: 2018.] [added: 2019.] At September [removed: 29, 2018,] [added: 28, 2019,] we had [removed: $1.4] [added: $1.2] billion of liquidity, which included [removed: $270] [added: $484] million of cash and cash equivalents and the availability under our revolving credit facility after deducting amounts outstanding under our commercial paper program. |

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

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

| • | In the fourth quarter of fiscal 2017, our Board of Directors approved a multi-year restructuring program (the “Financial Fitness Program”), which is expected to contribute to the Company’s overall strategy of financial fitness through increased operational effectiveness and overhead reduction. Through a combination of synergies from the integration of business acquisitions and additional elimination of non-valued added costs, the program is focused on supply chain, procurement and overhead improvements, and net savings are expected to be realized in the Prepared Foods and Chicken segments. [added: No liability exists under this program at September 28, 2019. For further description refer to Part II, Item 8, Notes to the Consolidated Financial Statements, Note 6: Restructuring and Related Charges.] |

[added: | • | 2019 – Included a $41 million impairment related to the planned sale of a business.] For further description [added: regarding this charge] refer to Part II, Item 8, Notes to [removed: the] Consolidated Financial Statements, Note [removed: 6: Restructuring] [added: 3: Acquisitions] and [removed: Related Charges.][added: Dispositions. |]

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

| | [added: 2019 | | | |] 2018 | | | [added: |] 2017 | | |

| [removed: Cost] [added: Cost] of [removed: Sales] [added: Sales] | [removed: $] [added: in millions] | [removed: —] | | [removed: $] | [removed: 35] | | [added: | | | |]

| [removed: Selling, general] [added: Selling, General] and [removed: administrative expenses] [added: Administrative] | [removed: 59] [added: in millions] | | | [removed: 115] | | | [added: | | | | |]

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

| [removed: Beef | $ | 8 | | $ | 4 | | $ | 6 | | $ | 18] [added: •] | [added: Beef – 7.0%] |

| [removed: Pork | 3 | | | 1 | | | 3 | | | 7 |] [added: •] | [added: Pork – 5.3%] |

| [removed: Other | 1 | | | — |] [added: Other, net] | [added: (20] | [removed: —] | [added: )] | | [removed: 1] [added: (58] | | [added: )] |

| [removed: |] in millions, except per share data | | | | | | | | [removed: | | |]

[removed: | | 2018 | | | | 2017 | | | | 2016 | | |][added: 2018 vs. 2017 –]

| Net income attributable to Tyson | $ | [removed: 3,024 | | | $ | 1,774] [added: 2,022] | | | $ | [removed: 1,768] [added: 3,024] | |

| Net income attributable to Tyson - per diluted share | [removed: 8.19 | | | | 4.79] [added: 5.52] | | | | [removed: 4.53] [added: 8.19] | | |

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

[removed: 2017] [added: 2019] – Included the following items:

| • | [removed: $103] [added: $37] million pretax, or [removed: ($0.18)] [added: ($0.08)] per diluted share, of [removed: AdvancePierre] [added: Keystone Foods] purchase accounting and acquisition related costs, which included [removed: a $36] [added: an $11] million purchase accounting adjustment for the amortization of the fair value step-up of [removed: inventory, $49 million of acquisition related costs] [added: inventory] and [removed: $18] [added: $26] million of acquisition [removed: bridge financing fees.] [added: related costs.] |

| • | [removed: $150] [added: $41] million pretax, or [removed: ($0.15)] [added: ($0.08)] per diluted share, of restructuring and related charges. |

| • | [removed: $53] [added: $105] million post tax, or [removed: $0.14] [added: $0.29] per diluted share, [removed: related to] [added: from] recognition of previously unrecognized tax [removed: benefits and audit settlements.] [added: benefit.] |

[removed: SUMMARY] [added: SUMMARY] OF [removed: RESULTS][added: RESULTS]

| | [removed: 2018 |] [added: 2019] | | | [removed: 2017] | [added: 2018] | | | [removed: 2016] [added: 2017] | | |

| Sales | $ | [removed: 40,052] [added: 42,405] | | | $ | [removed: 38,260] [added: 40,052] | | | $ | [removed: 36,881] [added: 38,260] | |

| Change in sales volume | [removed: 2.5] [added: 8.8] | | % | | [removed: 1.0] [added: 2.5] | | % | | | | |

| Change in average sales price | [removed: 2.1] [added: (3.0] | | [removed: %] [added: )%] | | [removed: 2.7] [added: 2.1] | | % | | | | |

| Sales growth | [removed: 4.7] [added: 5.9] | | % | | [removed: 3.7] [added: 4.7] | | % | | | | |

[removed: 2018 vs. 2017] [added: 2018 vs. 2017] –

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

For further description of the business, refer to Part I, Item 1, Business.

| • | Chicken – 4.7% |

| • | During fiscal 2019, we acquired two businesses for a total of approximately $2.5 billion, net of cash acquired. These businesses included the Thai and European operations, which consist of vertically integrated chicken and further-processing operations, and Keystone Foods, a major supplier to the growing global foodservice industry. They were acquired in furtherance of our growth strategy and expansion of our value-added protein capabilities in domestic and global markets. For further description refer to Part II, Item 8, Notes to the Consolidated Financial Statements, Note 3: Acquisitions and Dispositions. |

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| | 2019 | | | | 2018 | | |

| • | $55 million pretax, or $0.11 per diluted share, from gain on sale of an investment. |

| • | $31 million pretax, or ($0.06) per diluted share, of Beef production facility fire costs. |

| • | $41 million pretax, or ($0.09) per diluted share, from an impairment associated with the planned divestiture of a business. |

| • | $15 million pretax, or ($0.03) per diluted share, due to a pension plan termination charge. |

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| Cost of sales | $ | 37,383 | | | $ | 34,956 | | $ | 33,198 | |

| Gross profit | 5,022 | | | | 5,096 | | | | | |

| • | Cost of sales increased $2,427 million. This included a net increase of $2,120 million primarily related to the impact of results from acquisitions and divestitures. |

| • | For the remaining $307 million increase, higher input cost per pound increased cost of sales $445 million, offset by lower sales volume, which decreased cost of sales $138 million. |

| • | Increase in freight costs of approximately $20 million. |

| • | Increase due to $31 million of incremental costs associated with a fire at one of our Beef production facilities. |

| • | Decrease due to one-time cash bonus to front line employees of $108 million in fiscal 2018. |

| • | Decrease due to impairment charges of $101 million associated with the divestiture of a non-protein business in fiscal 2018, partially offset by a $41 million impairment related to the planned divestiture of a business in fiscal 2019 and a $33 million gain related to a sale of a non-protein business in fiscal 2018. |

| • | Cost of sales increased $1,758 million. This included a net increase of $813 million primarily related to the impact of results from acquisitions and divestitures. |

| • | For the remaining $945 million increase, higher input cost per pound increased cost of sales $948 million while lower sales volume decreased cost of sales $3 million. |

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

| • | Increase of $87 million related to the Keystone Foods acquisition. |

| • | Increase of $26 million in employee costs primarily from incentive-based compensation. |

| • | Increase of $18 million from technology related costs. |

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| | 2019 | | | | 2018 | | |

| | $ | (11 | ) | | $ | (7 | ) |

2019 / 2018 – Interest income increased slightly primarily due to higher interest rates.

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| | 2019 | | | | 2018 | | |

2019 / 2018 –

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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.

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.

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| • | Beef – 6.5% |

| • | Pork – 7.4% |

| • | Chicken –7.2% |

| • | During fiscal 2017, we acquired AdvancePierre, a producer and distributor of value-added, convenient, ready-to-eat sandwiches, sandwich components and other entrées and snacks, as part of our overall strategy. The purchase price was equal to $40.25 per share in cash for AdvancePierre's outstanding common stock, or approximately $3.2 billion. For further description refer to Part II, Item 8, Notes to the Consolidated Financial Statements, Note 3: Acquisition and Dispositions. |

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

The Financial Fitness 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.

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

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

In fiscal 2017, these charges consisted of $53 million severance and employee related costs, $72 million technology impairment and related costs and $25 million of contract termination costs.

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.

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

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

The following tables set forth the pretax impact of restructuring and related charges in the Consolidated Statements of Income and the pretax impact by our reportable segments.

| | | | | | | |

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

| | | | | | | |

| Total restructuring and related charges, pretax | $ | 59 | | $ | 150 | |

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

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

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

| | 2017 charges | | | 2018 charges | | | Estimated future charges | | | Total estimated Financial Fitness Program charges | | |

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

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

If a derivative instrument is accounted for as a hedge, depending on the nature of the hedge, changes in the fair value of the instrument [removed: either] will be offset [added: either] against the change in fair value of the hedged assets, liabilities or firm commitments through [removed: earnings,] [added: earnings] or [removed: be] recognized in other comprehensive income (loss) until the hedged item is recognized in earnings.

The ineffective portion of an instrument’s change in fair value is [added: immediately] recognized [removed: immediately.][added: in earnings as a component of cost of sales.]

[removed: Commodities Risk:] [added: Commodities Risk:] We purchase certain commodities, such as grains and livestock in the course of normal operations.

The following table presents a sensitivity analysis resulting from a hypothetical change of 10% in market prices as of September [removed: 29, 2018,] [added: 28, 2019] and September [removed: 30, 2017,] [added: 29, 2018,] on the fair value of open positions.

| [removed: Effect] [added: Effect] of 10% change in fair [removed: value] [added: value] | in millions | | | | | | |

| Live Cattle | $ | [removed: 12] [added: 19] | | | $ | [removed: 23] [added: 12] | |

| Lean Hogs | [removed: 4] [added: 17] | | | | [removed: 16] [added: 4] | | |

| Corn | [removed: 26] [added: 39] | | | | [removed: 17] [added: 26] | | |

| Soy Meal | [removed: 26] [added: 31] | | | | [removed: 13] [added: 26] | | |

[removed: Interest] [added: Interest] Rate [removed: Risk:] [added: Risk:] At September [removed: 29, 2018,] [added: 28, 2019,] we had variable rate debt of [removed: $1,655] [added: $1,875] million with a weighted average interest rate of [removed: 2.6%.][added: 2.5%.]

A hypothetical 10% increase in interest rates effective at September [removed: 29, 2018,] [added: 28, 2019,] and September [removed: 30, 2017,] [added: 29, 2018,] would have a minimal effect on interest expense.

At September [removed: 29, 2018,] [added: 28, 2019,] we had fixed-rate debt of [removed: $8,218] [added: $10,057] million with a weighted average interest rate of [removed: 4.1%.][added: 4.42%.]

A hypothetical 10% decrease in interest rates would have increased the fair value of our fixed-rate debt by approximately [removed: $207] [added: $184] million at September [removed: 29, 2018,] [added: 28, 2019,] and [removed: $150] [added: $207] million at September [removed: 30, 2017.][added: 29, 2018.]

[removed: In fiscal 2018,] [added: We have $400 million total notional amount of interest rate swaps at September 28, 2019] as part of our risk management [removed: activities, we executed derivative financial instruments in the form of interest rate swaps,] [added: activities] to hedge a portion of our exposure to changes in interest rates.

[removed: Foreign] [added: Foreign] Currency [removed: Risk:] [added: Risk:] We have foreign exchange exposure from fluctuations in foreign currency exchange rates primarily as a result of certain receivable and payable [removed: balances.][added: balances as well as revenues and expenses.]

The primary currencies we have exposure to are the Brazilian real, the British pound sterling, the Canadian dollar, the Chinese renminbi, the [added: Thai baht, the Malaysian ringgit, the] European euro, the Japanese [removed: yen] [added: yen, the New Zealand dollar, the Australian dollar] and the Mexican peso.

A hypothetical 10% change in foreign exchange rates effective at September [removed: 29, 2018,] [added: 28, 2019] and September [removed: 30, 2017,] [added: 29, 2018,] related to the foreign exchange forward and option contracts would have a [removed: $9] [added: $15] million and [removed: $7] [added: $9] million impact, respectively, on pretax income.

[removed: Concentrations] [added: Concentrations] of Credit [removed: Risk:] [added: Risk:] Our financial instruments exposed to concentrations of credit risk consist primarily of cash equivalents and trade receivables.

At September [added: 28, 2019 and September] 29, 2018, [added: 16.2%] and [removed: September 30, 2017, 18.6%] [added: 18.6%, respectively,] of our net accounts receivable balance was due from Walmart Inc. No other single customer or customer group represented [removed: greater than] 10% [added: or greater] of net accounts receivable.

Changes in the market value of derivatives used in our risk management activities related to foreign exchange contracts are recorded in other, net.

| | 2019 | | | | 2018 | | |

| | 2018 | | | | 2017 | | |

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

[removed: GENERAL][added: GENERAL]

Tyson and grown under three generations of family leadership, the Company has a broad portfolio of products and brands [removed: like] [added: including] Tyson®, Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, Aidells®, ibp® and State Fair®.

Headquartered in Springdale, Arkansas, the Company had approximately [removed: 121,000] [added: 141,000] team members on September [removed: 29, 2018.][added: 28, 2019.]

Our integrated operations consist of breeding stock, contract [removed: growers,] [added: farmers,] feed production, processing, further-processing, marketing and transportation of chicken and related allied products, including animal and pet food ingredients.

We also process live fed cattle and hogs and fabricate dressed beef and pork carcasses into primal and sub-primal meat cuts, [removed: case ready] [added: case-ready] beef and pork and fully-cooked meats.

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

As part of our commitment to innovation and growth, [removed: in fiscal 2017] we [removed: launched] [added: have] a venture capital fund focused on investing in companies developing breakthrough technologies, business models and products to sustainably feed a growing world population.

[removed: FINANCIAL] [added: FINANCIAL] INFORMATION OF [removed: SEGMENTS][added: SEGMENTS]

[removed: Other] [added: International/Other] primarily includes our foreign [removed: chicken production] operations in [added: Australia,] China, [added: South Korea, Malaysia, Mexico, the Netherlands, Thailand and the United Kingdom,] third-party merger and integration costs and corporate overhead related to Tyson New Ventures, LLC.

[removed: DESCRIPTION] [added: DESCRIPTION] OF [removed: SEGMENTS][added: SEGMENTS]

[removed: Beef:] [added: 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.

[removed: Pork:] [added: 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.

[removed: Chicken:] [added: Chicken:] Chicken includes our domestic operations related to raising and processing live chickens into, and purchasing raw materials [removed: for,] [added: for] fresh, frozen and value-added chicken products, as well as sales from allied products.

[removed: Prepared Foods:] [added: 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.

[removed: RAW] [added: RAW] MATERIALS AND SOURCES OF [removed: SUPPLY][added: SUPPLY]

[removed: Beef:] [added: Beef:] The primary raw materials used in our beef operations are live cattle.

[removed: Pork:] [added: Pork:] The primary raw materials used in our pork operations are live hogs.

[removed: Chicken:] [added: Chicken:] The primary raw materials used in our domestic chicken operations are corn and soybean meal used as feed and live chickens raised primarily by independent contract [removed: growers.][added: farmers.]

There, contract [removed: growers] [added: farmers] care for and raise the chicks according to our standards, with advice from our technical service personnel, until the broilers reach the desired processing weight.

In fiscal [removed: 2018,] [added: 2019,] corn, soybean meal and other feed ingredients were major production costs, representing roughly [removed: 56%] [added: 55%] of our cost of growing a live chicken domestically.

[removed: Prepared Foods:] [added: Prepared Foods:] The primary raw materials used in our prepared foods operations are commodity based raw materials, including beef, pork, chicken, turkey, [removed: corn,] flour, vegetables, [removed: bread, breading,] cheese, eggs, seasonings, and other cooking ingredients.

[removed: SEASONAL DEMAND][added: SEASONAL DEMAND]

[removed: CUSTOMERS][added: CUSTOMERS]

Walmart Inc. accounted for [removed: 17.3%] [added: 16.9%] of our fiscal [removed: 2018] [added: 2019] consolidated sales.

No other single customer or customer group represented more than 10% of fiscal [removed: 2018] [added: 2019] consolidated sales.

[removed: COMPETITION][added: COMPETITION]

[removed: FOREIGN OPERATIONS][added: FOREIGN OPERATIONS]

We sold products in approximately [removed: 125] [added: 145] countries in fiscal [removed: 2018.][added: 2019.]

Major sales markets include [added: Australia,] Canada, Central America, [added: Chile,] China, the European Union, Japan, Mexico, [added: Malaysia,] the Middle East, South [removed: Korea] [added: Korea, Taiwan] and [removed: Taiwan.][added: Thailand.]

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

We continue to evaluate growth opportunities in foreign [removed: countries.][added: locations.]

Additional information regarding export sales and long-lived assets located in foreign [removed: countries] [added: locations] is set forth in Part II, Item 8, Notes to Consolidated Financial Statements, Note 17: Segment Reporting.

[removed: RESEARCH] [added: RESEARCH] AND [removed: DEVELOPMENT][added: DEVELOPMENT]

[removed: ENVIRONMENTAL] [added: ENVIRONMENTAL] REGULATION AND FOOD [removed: SAFETY][added: SAFETY]

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

We are also participants in the USDA's [removed: HACCP] [added: Hazard Analysis and Critical Control Points ("HACCP")] program or FDA's [removed: HARPC] [added: Hazard Analysis and Risk-Based Prevention Controls ("HARPC")] program as applicable and are subject to the Sanitation Standard Operating Procedures and the Public Health Security and Bioterrorism Preparedness and Response Act of 2002.

[removed: EMPLOYEES] [added: EMPLOYEES] AND LABOR [removed: RELATIONS][added: RELATIONS]

As of September [removed: 29, 2018,] [added: 28, 2019,] we employed approximately [removed: 121,000] [added: 141,000] employees.

Approximately [removed: 116,000] [added: 122,000] employees were employed in the United States, and [removed: 5,000] [added: 19,000] employees were employed in foreign countries, primarily in [added: Thailand and] China.

Approximately [removed: 30,000] [added: 34,000] employees in the United States were subject to collective bargaining agreements with various labor unions, with approximately [removed: 7%] [added: 11%] of those employees at locations either under negotiation for contract renewal or included under agreements expiring in fiscal [removed: 2019.][added: 2020.]

In fiscal 2019, we acquired and consolidated MFG (USA) Holdings, Inc. and McKey Luxembourg Holdings S.à.r.l.

(“Keystone Foods”), and the Thai and European operations of BRF S.A. ("Thai and European operations"), in furtherance of our growth strategy and expansion of our value-added protein capabilities in domestic and global markets.

Keystone Foods' domestic and international results, subsequent to the acquisition closing, are included in our Chicken segment and International/Other for segment presentation, respectively.

The Thai and European operations' results, subsequent to the acquisition closing, are included in International/Other for segment presentation.

In fiscal 2018, we acquired Original Philly Holdings, Inc. ("Original Philly"), a value-added protein business, and the results from operation of this business are included in the Prepared Foods and Chicken segments.

| • | Tyson Asia-Pacific, consists of chicken production operations in Thailand and Malaysia, and a beef production operation in Australia. |

| • | Tyson China-Korea, with locations in China and South Korea, consists of vertically-integrated chicken production and chicken further-processing operations. |

| • | Tyson Europe, sells chicken products throughout Europe produced from our other global operations and co-packer arrangements, and has chicken further processing operations in the United Kingdom and the Netherlands. |

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

The results from operations of these businesses are included in the Prepared Foods and Chicken segments.

| • | Tyson Rizhao, located in Rizhao, China, is a vertically-integrated chicken production operation. |

| • | Tyson Dalong, a joint venture in China in which we have a majority interest, is a chicken further-processing facility. |

| • | Tyson Nantong, located in Nantong, China, is a vertically-integrated chicken production operation. |

Research and development costs totaled $114 million, $113 million, and $96 million in fiscal 2018, 2017 and 2016, respectively.

The EPB estimates we owe approximately 2.25 million yuan (approximately U.S. [removed: $327,000)] [added: $316,000)] in penalties.

[removed: Other Matters:] [added: Other Matters:] As of September [removed: 29, 2018,] [added: 28, 2019,] we had approximately [removed: 121,000] [added: 141,000] employees and, at any time, have various employment practices matters outstanding.

On June 6, 2019, our poultry rendering facility in Hanceville, Alabama, recently acquired from American Proteins, Inc., experienced a release of partially treated wastewater that reached a nearby river and resulted in a fish kill.

We took remediation efforts and are cooperating with the Alabama Department of Environmental Management in its review.

We currently expect to pay a civil penalty in connection with the incident.

Related suits have also been filed, which include individual and collective claims for compensatory and punitive damages against us and other defendants for alleged contamination of the local water supply, property damage, diminution in property values, loss of recreational waterway use, lost non-profit revenue and business damages.

Certain plaintiffs also allege that the facility’s historical and ongoing operations constitute a nuisance under Alabama law and are also seeking injunctive relief.

On November 30, 2018, we completed the acquisition of Keystone Foods from Marfrig.

At the time of closing, Keystone Foods subsidiary McKey Korea, LLC (“McKey Korea”) and three of its managers were under criminal indictment and being prosecuted in the Seoul Central District Court for The Republic of Korea.

That prosecution stems from alleged violations of the Livestock Products Sanitary Control Act with respect to the method of testing for Enterohemorrhagic E.

Coli employed by McKey Korea for beef patties produced in 2016 and 2017 at McKey’s Sejong City facility.

The indictment also includes charges alleging the unlawful refreezing of thawed product for storage.

All defendants have pled not guilty and deny all allegations.

The trial is expected to conclude in early 2020.

McKey Korea faces a potential criminal fine of $100,000.

We have certain indemnification rights against Marfrig related to this matter.

On April 23, 2015, the United States Environmental Protection Agency (EPA) issued a Finding and Notice of Violation (NOV) to Tyson Foods, Inc. and our subsidiary, Southwest Products, LLC, alleging violations of the California Truck and Bus Regulation.

The NOV alleged that certain diesel-powered trucks operated by us in California did not comply with California’s emission requirements for in-use trucks and that we did not verify the compliance status of independent carriers hired to carry products in California.

In January 2016, the EPA proposed that we pay a civil penalty of $283,990 to resolve these allegations.

In June 2017, the EPA withdrew this proposal and referred the matter to the California Air Resources Board (CARB).

We are cooperating with the CARB and, in July 2017, we signed a tolling agreement with the CARB.

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

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

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

| [removed: \[X\]] [added: ☒] | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |

| | For the fiscal year ended | [removed: September 29, 2018] [added: September 28, 2019] |

| [removed: \[ \]] [added: ☐] | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |

[removed: ][added: ]

[removed: 001-14704][added: 001-14704]

[removed: TYSON] [added: TYSON] FOODS, [removed: INC.][added: INC.]

| [removed: Delaware] [added: Delaware] | | [removed: 71-0225165] | [added: | 71-0225165 | |]

| (State or other jurisdiction of incorporation or organization) | | [added: | |] (I.R.S. Employer Identification No.) | [added: |]

| [removed: 2200] [added: 2200] West Don Tyson [removed: Parkway, Springdale, Arkansas] [added: Parkway,] | [added: Springdale,] | [removed: 72762-6999] [added: Arkansas] | [added: | 72762-6999 | |]

| (Address of principal executive offices) | | [added: | |] (Zip Code) | [added: |]

| [removed: Registrant’s] [added: (Registrant’s] telephone number, including area [removed: code:] [added: code)] | | [removed: (479) 290-4000] | [added: | | |]

| Title of Each Class | | [added: | Trading Symbol |] Name of Each Exchange on Which Registered |

| Class A Common [removed: Stock,] [added: Stock |] Par Value [added: |] $0.10 | [added: TSN] | New York Stock Exchange |

Yes [removed: \[X\]] [added: ☒] No [removed: \[ \]][added: ☐]

Yes [removed: \[ \]] [added: ☐] No [removed: \[X\]][added: ☒]

Yes [removed: \[X\]] [added: ☒] No [removed: \[ \]][added: ☐]

Yes [removed: \[X\]] [added: ☒] No [removed: \[ \]][added: ☐]

| Large [removed: accelerated filer] [added: Accelerated Filer] | | [removed: x] [added: ☒] | | Accelerated [removed: filer] [added: Filer] | | [removed: o] [added: ☐] |

| [removed: Non-accelerated filer] [added: Non-Accelerated Filer] | | [removed: o] [added: ☐] | | Smaller [removed: reporting company] [added: Reporting Company] | | [removed: o] [added: ☐] |

| | | | | Emerging [removed: growth company] [added: Growth Company] | | [removed: o] [added: ☐] |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange [removed: Act.][added: Act.☐]

Yes [removed: ¨] [added: ☐] No [removed: x][added: ☒]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of October [removed: 27, 2018.][added: 26, 2019.]

| Class A Common Stock, $0.10 Par Value [removed: (Class] [added: ("Class] A [removed: stock)] [added: stock")] | | [removed: 295,101,105] [added: 295,184,233] |

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

On March [removed: 31, 2018,] [added: 30, 2019,] the aggregate market value of the registrant’s Class A Common Stock, $0.10 par value [removed: (Class] [added: ("Class] A [removed: stock),] [added: stock"),] and Class B Common Stock, $0.10 par value [removed: (Class] [added: ("Class] B [removed: stock),] [added: stock"),] held by non-affiliates of the registrant was [removed: $21,333,435,984] [added: $20,029,681,571] and [removed: $757,882,] [added: $718,948,] respectively.

[removed: INCORPORATION] [added: INCORPORATION] BY [removed: REFERENCE][added: REFERENCE]

Portions of the registrant’s definitive Proxy Statement for the registrant’s Annual Meeting of Shareholders to be held February [removed: 7, 2019,] [added: 6, 2020,] are incorporated by reference into Part III of this Annual Report on Form 10-K.

| [removed: TABLE] [added: TABLE] OF [removed: CONTENTS] [added: CONTENTS] | | |

[removed: | [PART I](#s6A7DA5CBB08D5EEF88107072984B4DEF) | | |][added: PART I]

| Item 1. | [removed: [Business](#sBC3E8E56DB825C80BBA410C682EF66A2)] [added: [Business](#s20765007B31857D88CAEC8217563CF30)] | [removed: [3](#sBC3E8E56DB825C80BBA410C682EF66A2)] [added: [3](#s20765007B31857D88CAEC8217563CF30)] |

| Item 1A. | [Risk [removed: Factors](#sD3A2D9D0E6205CEDA762DEA9FA15B1CD)] [added: Factors](#s39E29BF9F05551D295D8D827E7329B32)] | [removed: [7](#sD3A2D9D0E6205CEDA762DEA9FA15B1CD)] [added: [8](#s39E29BF9F05551D295D8D827E7329B32)] |

| Item 1B. | [Unresolved Staff [removed: Comments](#s1F722CAAEB145A9E9BBBE1BF6E2952D8)] [added: Comments](#s2AFDFE95AB715D849A56FD0B1438A321)] | [removed: [17](#s1F722CAAEB145A9E9BBBE1BF6E2952D8)] [added: [16](#s2AFDFE95AB715D849A56FD0B1438A321)] |

| Item 2. | [removed: [Properties](#s451463531F265AD9ABEE9E2969B1EA78)] [added: [Properties](#sEF962D7D5ABF5C89AD244C46B476C5F0)] | [removed: [18](#s451463531F265AD9ABEE9E2969B1EA78)] [added: [16](#sEF962D7D5ABF5C89AD244C46B476C5F0)] |

| Item 3. | [Legal [removed: Proceedings](#sC9314E8DDA8055338C0DED2F23C6A949)] [added: Proceedings](#s5A7F89B8567B5C88BF6719681F500805)] | [removed: [19](#sC9314E8DDA8055338C0DED2F23C6A949)] [added: [17](#s5A7F89B8567B5C88BF6719681F500805)] |

| Item 4. | [Mine Safety [removed: Disclosures](#sD49609EB0AB25248AD1C8DFCA5E67B52)] [added: Disclosures](#s3D09060215C35E8490D7987F419339C8)] | [removed: [20](#sD49609EB0AB25248AD1C8DFCA5E67B52)] [added: [18](#s3D09060215C35E8490D7987F419339C8)] |

______________________________________________

______________________________________________

| | | | | | |

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

| | | | | | |

| (479) | | | 290-4000 | | |

| | | | | |

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

| | | | | |

| [PART II](#s9B48CA43E39358BEAA3F71AB921A71C1) | | |

| [PART IV](#sFA1252258005550CAB0EF1C97C062B3C) | | |

10-K 1 tsn201810kq4.htm 10-K

| | | |

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

| | | |

| | | |

______________________________________________

______________________________________________

| | | |

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

| | | |

| | | |

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

\[\]

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

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

| | Number of [removed: Facilities at September 29, 2018] [added: Facilities(1)] | | | | | | | | [added: | | | | |]

| | Owned | | | Leased | | | Total | | [added: | Capacity(2) | | Average Capacity Utilization | |]

| Beef Segment Production Facilities | 12 | | | — | | | 12 | | [added: | 155,000 head(3) | | 85 | % |]

| Pork Segment Production Facilities | [removed: 9] [added: 6] | | | — | | | [removed: 9] [added: 6] | | [added: | 461,000 head | | 90 | % |]

| [added: Distribution Centers and Outside] Cold Storage Facilities | [removed: 51] [added: 23] | | | [removed: 1] [added: 19] | | | [removed: 52] [added: 42] | | [added: | n/a | | n/a | |]

| Chicken [removed: Production] [added: Segment Operation] Facilities | [added: 175] | | | [removed: 42] [added: 8 | | | 183 | | | 45] million head | | [removed: | 89] [added: 87] | % |

| Prepared Foods [removed: Processing] [added: Operation] Facilities | [added: 38] | | | [removed: 77] [added: 2 | | | 40 | | | 76] million pounds | | [removed: |] 86 | % |

| (1) | Certain facilities produce products that are reported in [removed: both the Chicken and Prepared Foods] [added: multiple] segments. For presentation purposes, facilities are reflected in the segment that had the majority of the facility’s production. [removed: The Prepared Foods segment includes two owned facilities acquired in the Original Philly acquisition.] [added: Additionally, livestock grower farms are excluded.] |

| [removed: (7)] [added: (2)] | Capacity per week [added: is] based on the following: Beef and Pork (six day week) and Chicken and Prepared Foods (five day week). Capacity per week at year end is also impacted by [removed: the sale of non-protein businesses, net of acquisitions,] [added: acquisitions and divestitures] during fiscal [removed: 2018.] [added: 2019.] Average capacity utilization is based on capacity available throughout the year. |

[removed: Beef:] [added: Beef:] Beef plants include various phases of harvesting live cattle and fabricating beef products.

[removed: Pork:] [added: Pork:] Pork plants include various phases of harvesting live hogs and fabricating pork products and allied products.

The Pork segment includes three case-ready operations that share facilities with [added: and are included in] the Beef [removed: segment.][added: segment above.]

[removed: Chicken:] [added: The] Chicken processing plants include various phases of harvesting, dressing, cutting, packaging, deboning and further-processing.

We also have [removed: 29] animal nutrition operations, [removed: nine of] which are associated with the Chicken rendering [removed: plants, 19] [added: plants or] within various Chicken processing [removed: facilities and one pet treats plant.][added: facilities.]

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

In addition, our [added: International/Other] foreign [removed: chicken] production operations in [removed: China] [added: Asia-Pacific and China-Korea] include [removed: two] [added: one beef plant, 20 chicken] processing [removed: plants and two] [added: plants, four] feed [removed: mills.][added: mills and one broiler hatchery.]

The processing plants include various phases of harvesting, dressing, cutting, packaging, deboning and [removed: further-processing chicken.][added: further-processing.]

The following table summarizes our domestic production and distribution properties as of September 28, 2019:

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

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

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

| (3) | Includes one temporarily idled plant due to the impact of a fire. |

Chicken: Our vertically-integrated Chicken operations facilities include processing plants, rendering plants, blending mills, feed mills, grain elevators and broiler hatcheries.

The Chicken segment includes five processing plants that share facilities with and are included in the Prepared Foods segment above.

Prepared Foods: Our Prepared Foods segment includes processing plants and a vertically-integrated turkey operation.

The Prepared Foods segment includes two processing plants that share facilities with and are included in the Chicken segment above.

We also have foreign production operations in Europe which include two chicken further-processing plants.

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

We also have sales offices throughout the United States.

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

| | | | | | | | | |

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

| | | | | | | | | |

| Chicken Segment: | | | | | | | | |

| Processing plants(1) (2) | 48 | | | 2 | | | 50 | |

| Rendering plants(3) | 13 | | | — | | | 13 | |

| Blending mills(3) | 7 | | | 5 | | | 12 | |

| Feed mills | 33 | | | — | | | 33 | |

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

| Broiler hatcheries | 56 | | | 2 | | | 58 | |

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

| Broiler farm houses(2) | 52 | | | — | | | 52 | |

| Pet treats plant | 1 | | | — | | | 1 | |

| Prepared Foods Segment: | | | | | | | | |

| Processing plants(1) (5) | 34 | | | 3 | | | 37 | |

| Turkey operation facilities | 6 | | | — | | | 6 | |

| Distribution Centers (6) | 14 | | | 3 | | | 17 | |

| Research and Development Facilities | 1 | | | 1 | | | 2 | |

| | | | | Capacity(7) per week at September 29, 2018 | | | Fiscal 2018 Average Capacity Utilization(7) | |

| Beef Production Facilities | | | | 156,000 head | | | 85 | % |

| Pork Production Facilities | | | | 458,000 head | | | 89 | % |

| | |

| --- | --- |

| | |

| --- | --- |

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

| | |

| --- | --- |

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

| | |

| --- | --- |

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

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

| (6) | Includes two owned Distribution Centers and a leased Distribution Center acquired in the American Proteins, Inc. acquisition. |

The feed mills and broiler hatcheries generally have sufficient capacity to meet the needs of the foreign chicken growout operations.

No [added: other] family relationships exist among these officers.

The name, title, age [added: (as of September 28, 2019)] and calendar year of initial election to executive office of our executive officers are listed below:

| John Tyson | | Chairman of the Board of Directors | | [removed: 65] [added: 66] | | 2011 |

| [removed: Curt T. Calaway] [added: Steve Gibbs] | | Senior Vice [removed: President Finance, Treasurer] [added: President, Controller] and Chief Accounting Officer | | [removed: 45] [added: 46] | | [removed: 2012] [added: 2018] |

| Stewart Glendinning | | Executive Vice President and Chief Financial Officer | | [removed: 53] [added: 54] | | 2017 |

| [removed: Sally Grimes] [added: Noelle O'Mara] | | Group President Prepared Foods | | [removed: 47] [added: 40] | | [removed: 2014] [added: 2019] |

| Mary Oleksiuk | | Executive Vice President and Chief Human Resources Officer | | [removed: 56] [added: 57] | | 2014 |

| Doug Ramsey | | [removed: Group] President [removed: Poultry] [added: Global McDonald's Business] | | [removed: 49] [added: 50] | | 2017 |

| Scott Rouse | | Executive Vice President and Chief Customer Officer | | [removed: 55] [added: 56] | | 2017 |

| Scott Spradley | | Executive Vice President and Chief Technology Officer | | [removed: 53] [added: 54] | | 2017 |

| Stephen Stouffer | | Group President Fresh Meats | | [removed: 58] [added: 59] | | 2013 |

| Amy Tu | | Executive Vice President and General Counsel | | [removed: 51] [added: 52] | | 2017 |

| Noel White | | President and Chief Executive Officer | | [removed: 60] [added: 61] | | 2009 |

| Justin Whitmore | | Executive Vice President [removed: Continuous Improvement and Chief Sustainability Officer] [added: Alternative Proteins] | | [removed: 36] [added: 37] | | 2017 |

Ms. [removed: Grimes] [added: Oleksiuk] previously served as Senior Vice President, Chief [removed: Innovation] [added: Human Resources] Officer [removed: and President, Gourmet Food Group of] [added: for The] Hillshire Brands [added: Company] since 2012.

[added: The] Hillshire Brands [added: Company] was acquired by the Company in 2014.

Doug Ramsey was appointed Group President, [removed: Poultry] [added: Global McDonald's Business] in [removed: August 2017,] [added: January 2019,] after serving as [removed: President] [added: Group President,] Poultry since [removed: March] 2017.

Mr. Stouffer was initially employed by [removed: IBP, inc.] [added: IBP] in 1982.

[removed: IBP, inc.] [added: IBP] was acquired by the Company in 2001.

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

Mr. White was initially employed by [removed: IBP, inc.] [added: IBP] in 1983.

Justin [removed: Whitmore] [added: Whitmore, our Chief Sustainability Officer since his initial employment with the Company in May 2017,] was appointed Executive Vice President [added: Alternative Proteins in February 2019, after serving as Executive Vice President] Continuous Improvement [removed: and Chief Sustainability Officer in October] [added: since] 2018, after serving as Executive Vice President Corporate Strategy [removed: and Chief Sustainability Officer] since December 2017, [removed: Chief Sustainability Officer] and Senior Vice President Corporate Strategy since August [removed: 2017, Chief Sustainability Officer since May] 2017.

[removed: PART II][added: PART II]

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

Chairman of the Board of Directors John Tyson is the father of Chief Sustainability Officer John R.

Tyson and nephew of Director Barbara A.

Tyson.

| Donnie King | | Group President International and Chief Administration Officer | | 57 | | 2019 |

| Chad Martin | | Group President Poultry | | 45 | | 2019 |

| John R. Tyson | | Chief Sustainability Officer | | 29 | | 2019 |

Steve Gibbs was appointed Senior Vice President, Controller and Chief Accounting Officer in December 2018.

Mr Gibbs previously served as the Chief Accounting Officer at Keurig Green Mountain, Inc.

Donnie King was appointed Group President International and Chief Administration Officer in February 2019 after serving as Group President, International since January 2019.

Mr. King previously served as President North American Operations from 2015 to 2016 and President of North American Operations and Foodservice in 2014.

Mr. King was initially employed by Valmac Industries in 1982.

Valmac Industries was acquired by the Company in 1984.

Mr. King was self-employed from 2016 to February 2019 before returning to the Company.

Chad Martin was appointed Group President, Poultry in January 2019 after serving as Senior Vice President and General Manager Beef Enterprise since 2017, having previously served as Vice President Beef Operations Specialist since 2016, and having previously served as Senior Director FSQA since 2007.

Mr. Martin was initially employed by IBP, inc. ("IBP") in 1998.

Noelle O'Mara was appointed Group President, Prepared Foods in August 2019, after serving as Chief Marketing Officer since April 2019, having previously served as General Manager and Senior Vice President, Tyson Brands Deli and Innovation since 2018, Senior Vice President and General Manager Jimmy Dean Brands since 2017 and Vice President Emerging Brands Innovation since joining the company in 2016.

Ms. O'Mara was employed at Kraft Foods Group prior to joining the Company.

Mr. Spradley was employed by Hewlett Packard Enterprise prior to joining the Company.

Ms. Tu was employed by The Boeing Company prior to joining the Company.

John R.

Tyson was appointed Chief Sustainability Officer in September 2019, after serving as Director, Office of the Chief Executive Officer since May 2019.

Mr. Tyson has been an observer at the Company’s board of directors’ meetings since 2014.

He is also a lecturer at the Sam M.

Walton School of Business at the University of Arkansas.

He was employed by J.P. Morgan as a private equity and venture capital investor prior to joining the Company.

Mr Whitmore was employed by McKinsey & Company prior to joining the Company.

EXECUTIVE OFFICERS OF THE COMPANY

Curt T.

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

Mr. Calaway was initially employed by the Company in 2006.

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

Ms. Oleksiuk previously served as Senior Vice President, Chief Human Resources Officer for Hillshire Brands since 2012.

As of October [removed: 27, 2018,] [added: 26, 2019,] there were approximately 21,000 holders of record of our Class A stock and six holders of record of our Class B stock.

[removed: DIVIDENDS][added: DIVIDENDS]

In fiscal [removed: 2018,] [added: 2019,] the annual dividend rate for Class A stock was [removed: $1.20] [added: $1.50] per share and the annual dividend rate for Class B stock was [removed: $1.08] [added: $1.35] per share.

Effective November [removed: 12, 2018,] [added: 11, 2019,] the Board of Directors increased the quarterly dividend previously declared on August [removed: 9, 2018,] [added: 8, 2019,] to [removed: $0.375] [added: $0.42] per share on our Class A [added: common] stock and [removed: $0.3375] [added: $0.378] per share on our Class B [added: common] stock.

The increased quarterly dividend is payable on December [removed: 14, 2018,] [added: 13, 2019,] to shareholders of record at the close of business on November [removed: 30, 2018.][added: 29, 2019.]

[removed: Also effective November 12, 2018, the] [added: The] Board [removed: of Directors] [added: also] declared a quarterly dividend of [removed: $0.375] [added: $0.42] per share on our Class A [added: common] stock and [removed: $0.3375] [added: $0.378] per share on our Class B [added: common] stock, payable on March [removed: 15, 2019,] [added: 13, 2020,] to shareholders of record at the close of business on [removed: March 1, 2019.][added: February 28, 2020.]

We anticipate the remaining quarterly dividends in fiscal [removed: 2019] [added: 2020] will be [removed: $0.375] [added: $0.42] and [removed: $0.3375] [added: $0.378] per share of our Class A and Class B stock, respectively.

This results in an annual dividend rate in fiscal [removed: 2019] [added: 2020] of [removed: $1.50] [added: $1.68] for Class A shares and [removed: $1.35] [added: $1.512] for Class B shares, or a [removed: 25%] [added: 12%] increase compared to the fiscal [removed: 2018] [added: 2019] annual dividend rate.

[removed: MARKET INFORMATION][added: MARKET INFORMATION]

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

[removed: ISSUER] [added: ISSUER] PURCHASES OF EQUITY [removed: SECURITIES][added: SECURITIES]

| [removed: Period] [added: Period] | [removed: Total Number of Shares Purchased] [added: Total Number of Shares Purchased] | | | [removed: Average Price Paid per Share] [added: Average Price Paid per Share] | | | [removed: Total] [added: Total] Number of [removed: Shares Purchased] [added: Shares Purchased] as Part [removed: of Publicly Announced Plans] [added: of Publicly Announced Plans] or [removed: Programs] [added: Programs] | | | [removed: Maximum] [added: Maximum] Number [removed: of Shares] [added: of Shares] that May Yet [removed: Be Purchased] [added: Be Purchased] Under the [removed: Plans or Programs (1)] [added: Plans or Programs (1)] | |

| (2) | We purchased [removed: 165,161] [added: 310,093] shares during the period that were not made pursuant to our previously announced stock repurchase program, but were purchased to fund certain Company obligations under our equity compensation plans. These transactions included [removed: 112,066] [added: 295,836] shares purchased in open market transactions and [removed: 53,095] [added: 13,582] shares withheld to cover required tax withholdings on the vesting of restricted stock. |

[removed: PERFORMANCE GRAPH][added: PERFORMANCE GRAPH]

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

[removed: ][added: ]

The total cumulative return on investment (change in the year-end stock price plus reinvested dividends), which is based on the stock price or composite index at the end of fiscal [removed: 2013,] [added: 2014,] is presented for each of the periods for the Company, the S&P 500 [removed: Index, the previous peer group] [added: Index] and our [removed: current] peer group.

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

The graph compares the performance of the Company's Class A common stock with that of the S&P 500 Index and [removed: both] [added: our] peer [removed: groups,] [added: group,] with the return of each company in the peer [removed: groups] [added: group] weighted on market capitalization.

We also continue to anticipate our annual dividends to increase approximately $0.10 per share per year, though the timing and amount remains subject to the sole discretion of our Board, and no assurances can be provided that future dividends will increase or be declared at all.

| Jun. 30, 2019 to Jul. 27, 2019 | 84,436 | | | $ | 81.46 | | — | | | 20,658,386 | |

| Jul. 28, 2019 to Aug. 31, 2019 | 183,279 | | | 86.98 | | | — | | | 20,658,386 | |

| Sept. 1, 2019 to Sept. 28, 2019 | 42,378 | | | 89.73 | | | — | | | 20,658,386 | |

| Total | 310,093 | | (2) | $ | 85.85 | | — | | | 20,658,386 | |

| | 9/27/14 | | | | 10/3/15 | | | | 10/1/16 | | | | 9/30/17 | | | | 9/29/18 | | | | 9/28/19 | | |

| Tyson Foods, Inc. | $ | 100.00 | | | $ | 118.74 | | | $ | 201.66 | | | $ | 193.11 | | | $ | 165.96 | | | $ | 242.68 | |

| S&P 500 Index | 100.00 | | | | 99.39 | | | | 114.73 | | | | 136.08 | | | | 160.45 | | | | 165.49 | | |

| Peer Group | 100.00 | | | | 106.15 | | | | 120.12 | | | | 119.75 | | | | 121.32 | | | | 142.17 | | |

In fiscal 2017, the annual dividend rate for Class A stock was $0.90 per share and the annual dividend rate for Class B stock was $0.81 per share.

We also continue to anticipate our annual dividends to increase approximately $0.10 per share per year.

our Class B stock.

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

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

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

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

| | |

| --- | --- |

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

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

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

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

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

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

[removed: FIVE-YEAR] [added: FIVE-YEAR] FINANCIAL [removed: SUMMARY][added: SUMMARY]

| | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

| [removed: Summary] [added: Summary] of [removed: Operations] [added: Operations] | | | | | | | | | | | | | | | | | | | |

| Sales | $ | [removed: 40,052] [added: 42,405] | | | $ | [removed: 38,260] [added: 40,052] | | | $ | [removed: 36,881] [added: 38,260] | | | $ | [removed: 41,373] [added: 36,881] | | | $ | [removed: 37,580] [added: 41,373] | |

| Net interest expense | [removed: 343] [added: 451] | | | | [removed: 272] [added: 343] | | | | [removed: 243] [added: 272] | | | | [removed: 284] [added: 243] | | | | [removed: 125] [added: 284] | | |

| Net income | [removed: 3,027] [added: 2,035] | | | | [removed: 1,778] [added: 3,027] | | | | [removed: 1,772] [added: 1,778] | | | | [removed: 1,224] [added: 1,772] | | | | [removed: 856] [added: 1,224] | | |

| Net income attributable to Tyson | [removed: 3,024] [added: 2,022] | | | | [removed: 1,774] [added: 3,024] | | | | [removed: 1,768] [added: 1,774] | | | | [removed: 1,220] [added: 1,768] | | | | [removed: 864] [added: 1,220] | | |

| Net income | [removed: 8.19] [added: 5.52] | | | | [removed: 4.79] [added: 8.19] | | | | [removed: 4.53] [added: 4.79] | | | | [removed: 2.95] [added: 4.53] | | | | [removed: 2.37] [added: 2.95] | | |

| Class A | [removed: 1.275] [added: 1.575] | | | | [removed: 0.975] [added: 1.275] | | | | [removed: 0.650] [added: 0.975] | | | | [removed: 0.425] [added: 0.650] | | | | [removed: 0.325] [added: 0.425] | | |

| Class B | [removed: 1.148] [added: 1.418] | | | | [removed: 0.878] [added: 1.148] | | | | [removed: 0.585] [added: 0.878] | | | | [removed: 0.383] [added: 0.585] | | | | [removed: 0.294] [added: 0.383] | | |

| [removed: Balance] [added: Balance] Sheet [removed: Data] [added: Data] | | | | | | | | | | | | | | | | | | | |

| Cash and cash equivalents | $ | [removed: 270] [added: 484] | | | $ | [removed: 318] [added: 270] | | | $ | [removed: 349] [added: 318] | | | $ | [removed: 688] [added: 349] | | | $ | [removed: 438] [added: 688] | |

| Total assets | [removed: 29,109] [added: 33,097] | | | | [removed: 28,066] [added: 29,109] | | | | [removed: 22,373] [added: 28,066] | | | | [removed: 22,969] [added: 22,373] | | | | [removed: 23,906] [added: 22,969] | | |

| Total gross debt | [removed: 9,873] [added: 11,932] | | | | [removed: 10,203] [added: 9,873] | | | | [removed: 6,279] [added: 10,203] | | | | [removed: 6,690] [added: 6,279] | | | | [removed: 8,128] [added: 6,690] | | |

| Shareholders’ equity | [removed: 12,811] [added: 14,226] | | | | [removed: 10,559] [added: 12,811] | | | | [removed: 9,624] [added: 10,559] | | | | [removed: 9,706] [added: 9,624] | | | | [removed: 8,904] [added: 9,706] | | |

| [removed: Other] [added: Other] Key Financial [removed: Measures] [added: Measures] | | | | | | | | | | | | | | | | | | | |

| Depreciation and amortization | $ | [removed: 943] [added: 1,098] | | | $ | [removed: 761] [added: 943] | | | $ | [removed: 705] [added: 761] | | | $ | [removed: 711] [added: 705] | | | $ | [removed: 530] [added: 711] | |

| Capital expenditures | [removed: 1,200] [added: 1,259] | | | | [removed: 1,069] [added: 1,200] | | | | [removed: 695] [added: 1,069] | | | | [removed: 854] [added: 695] | | | | [removed: 632] [added: 854] | | |

| EBITDA | [removed: 4,021] [added: 3,968] | | | | [removed: 3,648] [added: 4,021] | | | | [removed: 3,538] [added: 3,648] | | | | [removed: 2,906] [added: 3,538] | | | | [removed: 1,897] [added: 2,906] | | |

| Effective tax rate | [added: 16.3 | | % | |] (10.3 | | )% | | 32.3 | | % | | 31.8 | | % | | 36.3 | | % | [removed: | 31.6 | | % |]

| Total debt to capitalization | [removed: 43.5] [added: 45.6] | | % | | [removed: 49.1] [added: 43.5] | | % | | [removed: 39.5] [added: 49.1] | | % | | [removed: 40.8] [added: 39.5] | | % | | [removed: 47.7] [added: 40.8] | | % |

| Book value per share | $ | [removed: 35.09] [added: 38.95] | | | $ | [removed: 28.72] [added: 35.09] | | | $ | [removed: 25.67] [added: 28.72] | | | $ | [removed: 24.25] [added: 25.67] | | | $ | [removed: 21.86] [added: 24.25] | |

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

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

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

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

| h. | Book value per share is calculated by dividing shareholders’ equity by the sum of Class A and B shares outstanding and [added: for fiscal 2016 and 2015,] the remaining minimum shares that were to be issued from our tangible equity units [removed: for] each period. |

[removed: EBITDA RECONCILIATIONS][added: EBITDA RECONCILIATIONS]

| | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

| Net income | $ | [removed: 3,027] [added: 2,035] | | | $ | [removed: 1,778] [added: 3,027] | | | $ | [removed: 1,772] [added: 1,778] | | | $ | [removed: 1,224] [added: 1,772] | | | $ | [removed: 856] [added: 1,224] | |

| Less: Interest income | [removed: (7] [added: (11] | | ) | | (7 | | ) | | [removed: (6] [added: (7] | | ) | | [removed: (9] [added: (6] | | ) | | [removed: (7] [added: (9] | | ) |

| Add: Interest expense | [removed: 350] [added: 462] | | | | [removed: 279] [added: 350] | | | | [removed: 249] [added: 279] | | | | [removed: 293] [added: 249] | | | | [removed: 132] [added: 293] | | |

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

| Add: Depreciation | [removed: 723] [added: 819] | | | | [removed: 642] [added: 723] | | | | [removed: 617] [added: 642] | | | | [removed: 609] [added: 617] | | | | [removed: 494] [added: 609] | | |

| Add: Amortization (a) | [removed: 210] [added: 267] | | | | [removed: 106] [added: 210] | | | | [removed: 80] [added: 106] | | | | [removed: 92] [added: 80] | | | | [removed: 26] [added: 92] | | |