TYSON FOODS, INC. - Quarter Report: 2014 June (Form 10-Q)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



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

For the quarterly period ended June 28, 2014



¨	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

001-14704

(Commission File Number)

______________________________________________

TYSON FOODS, INC.

(Exact name of registrant as specified in its charter)

______________________________________________



Delaware		71-0225165
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2200 Don Tyson Parkway, Springdale, Arkansas		72762-6999
(Address of principal executive offices)		(Zip Code)

(479) 290-4000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨

No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of June 28, 2014.



Class		Outstanding Shares
Class A Common Stock, $0.10 Par Value (Class A stock)		281,687,503
Class B Common Stock, $0.10 Par Value (Class B stock)		70,010,805

TYSON FOODS, INC.

INDEX

PART I. FINANCIAL INFORMATION



		PAGE
Item 1.	Financial Statements

	Consolidated Condensed Statements of Income for the Three and Nine Months Ended June 28, 2014, and June 29, 2013	2

	Consolidated Condensed Statements of Comprehensive Income for the Three and Nine Months Ended June 28, 2014, and June 29, 2013	3

	Consolidated Condensed Balance Sheets as of June 28, 2014, and September 28, 2013	4

	Consolidated Condensed Statements of Cash Flows for the Nine Months Ended June 28, 2014, and June 29, 2013	5

	Notes to Consolidated Condensed Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43

Item 4.	Controls and Procedures	44

PART II. OTHER INFORMATION



Item 1.	Legal Proceedings	44

Item 1A.	Risk Factors	45

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46

Item 3.	Defaults Upon Senior Securities	46

Item 4.	Mine Safety Disclosures	46

Item 5.	Other Information	46

Item 6.	Exhibits	47

SIGNATURES		48

Table of Contents

PART I. FINANCIAL INFORMATION


Item 1.	Financial Statements

TYSON FOODS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF INCOME

(In millions, except per share data)

(Unaudited)



	Three Months Ended						Nine Months Ended
	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
Sales	$	9,682		$	8,731		$	27,475		$	25,480
Cost of Sales	9,045			8,049			25,502			23,791
Gross Profit	637			682			1,973			1,689
Selling, General and Administrative	286			263			849			730
Operating Income	351			419			1,124			959
Other (Income) Expense:
Interest income	(1		)	(2		)	(6		)	(5		)
Interest expense	25			36			78			109
Other, net	17			—			18			(19		)
Total Other (Income) Expense	41			34			90			85
Income from Continuing Operations before Income Taxes	310			385			1,034			874
Income Tax Expense	52			136			314			285
Income from Continuing Operations	258			249			720			589
Loss from Discontinued Operation, Net of Tax	—			(4		)	—			(70		)
Net Income	258			245			720			519
Less: Net Income (Loss) Attributable to Noncontrolling Interests	(2		)	(4		)	(7		)	2
Net Income Attributable to Tyson	$	260		$	249		$	727		$	517
Amounts Attributable to Tyson:
Net Income from Continuing Operations	260			253			727			587
Net Loss from Discontinued Operation	—			(4		)	—			(70		)
Net Income Attributable to Tyson	$	260		$	249		$	727		$	517
Weighted Average Shares Outstanding:
Class A Basic	280			283			275			284
Class B Basic	70			70			70			70
Diluted	356			369			355			366
Net Income Per Share from Continuing Operations Attributable to Tyson:
Class A Basic	$	0.75		$	0.73		$	2.15		$	1.69
Class B Basic	$	0.68		$	0.66		$	1.94		$	1.52
Diluted	$	0.73		$	0.69		$	2.05		$	1.61
Net Loss Per Share from Discontinued Operation Attributable to Tyson:
Class A Basic	$	—		$	(0.01	)	$	—		$	(0.20	)
Class B Basic	$	—		$	(0.02	)	$	—		$	(0.18	)
Diluted	$	—		$	(0.01	)	$	—		$	(0.19	)
Net Income Per Share Attributable to Tyson:
Class A Basic	$	0.75		$	0.72		$	2.15		$	1.49
Class B Basic	$	0.68		$	0.64		$	1.94		$	1.34
Diluted	$	0.73		$	0.68		$	2.05		$	1.42
Dividends Declared Per Share:
Class A	$	0.075		$	0.050		$	0.250		$	0.260
Class B	$	0.068		$	0.045		$	0.226		$	0.234

See accompanying Notes to Consolidated Condensed Financial Statements.

Table of Contents

TYSON FOODS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

(Unaudited)



	Three Months Ended						Nine Months Ended
	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
Net Income	$	258		$	245		$	720		$	519
Other Comprehensive Income (Loss), Net of Taxes:
Derivatives accounted for as cash flow hedges	(5		)	2			—			(12		)
Investments	—			1			3			(2		)
Currency translation	12			(33		)	7			(49		)
Postretirement benefits	—			1			2			4
Total Other Comprehensive Income (Loss), Net of Taxes	7			(29		)	12			(59		)
Comprehensive Income	265			216			732			460
Less: Comprehensive Income (Loss) Attributable to Noncontrolling Interests	(2		)	(4		)	(7		)	2
Comprehensive Income Attributable to Tyson	$	267		$	220		$	739		$	458

See accompanying Notes to Consolidated Condensed Financial Statements.

Table of Contents

TYSON FOODS, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

(In millions, except share and per share data)

(Unaudited)



	June 28, 2014			September 28, 2013
Assets
Current Assets:
Cash and cash equivalents	$	587		$	1,145
Accounts receivable, net	1,624			1,497
Inventories	3,061			2,817
Other current assets	241			145
Total Current Assets	5,513			5,604
Net Property, Plant and Equipment	3,941			4,053
Goodwill	1,925			1,902
Intangible Assets	151			138
Other Assets	525			480
Total Assets	$	12,055		$	12,177

Liabilities and Shareholders’ Equity
Current Liabilities:
Current debt	$	41		$	513
Accounts payable	1,496			1,359
Other current liabilities	1,075			1,138
Total Current Liabilities	2,612			3,010
Long-Term Debt	1,784			1,895
Deferred Income Taxes	404			479
Other Liabilities	545			560
Commitments and Contingencies (Note 15)
Shareholders’ Equity:
Common stock ($0.10 par value):
Class A-authorized 900 million shares, issued 322 million shares	32			32
Convertible Class B-authorized 900 million shares, issued 70 million shares	7			7
Capital in excess of par value	2,122			2,292
Retained earnings	5,640			4,999
Accumulated other comprehensive loss	(96		)	(108		)
Treasury stock, at cost – 40 million shares at June 28, 2014, and 48 million shares at September 28, 2013	(1,011		)	(1,021		)
Total Tyson Shareholders’ Equity	6,694			6,201
Noncontrolling Interests	16			32
Total Shareholders’ Equity	6,710			6,233
Total Liabilities and Shareholders’ Equity	$	12,055		$	12,177

See accompanying Notes to Consolidated Condensed Financial Statements.

Table of Contents

TYSON FOODS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)



	Nine Months Ended
	June 28, 2014			June 29, 2013
Cash Flows From Operating Activities:
Net income	$	720		$	519
Depreciation and amortization	382			387
Deferred income taxes	(64		)	(21		)
Convertible debt discount	(92		)	—
Other, net	76			80
Net changes in working capital	(479		)	(193		)
Cash Provided by Operating Activities	543			772
Cash Flows From Investing Activities:
Additions to property, plant and equipment	(437		)	(425		)
Purchases of marketable securities	(25		)	(123		)
Proceeds from sale of marketable securities	24			22
Acquisitions, net of cash acquired	(56		)	(106		)
Other, net	44			36
Cash Used for Investing Activities	(450		)	(596		)
Cash Flows From Financing Activities:
Payments on debt	(407		)	(69		)
Net proceeds from borrowings	28			48
Purchases of Tyson Class A common stock	(286		)	(298		)
Dividends	(76		)	(87		)
Stock options exercised	61			93
Other, net	26			13
Cash Used for Financing Activities	(654		)	(300		)
Effect of Exchange Rate Changes on Cash	3			(4		)
Decrease in Cash and Cash Equivalents	(558		)	(128		)
Cash and Cash Equivalents at Beginning of Year	1,145			1,071
Cash and Cash Equivalents at End of Period	$	587		$	943

See accompanying Notes to Consolidated Condensed Financial Statements.

Table of Contents

TYSON FOODS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1: ACCOUNTING POLICIES

BASIS OF PRESENTATION

The consolidated condensed financial statements are unaudited and have been prepared by Tyson Foods, Inc. (“Tyson,” “the Company,” “we,” “us” or “our”). Certain information and accounting policies and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations of the United States Securities and Exchange Commission. Although we believe the disclosures contained herein are adequate to make the information presented not misleading, these consolidated condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our annual report on Form 10-K for the fiscal year ended September 28, 2013. Preparation of consolidated condensed financial statements requires us to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

We believe the accompanying consolidated condensed financial statements contain all adjustments, which are of a normal recurring nature, necessary to state fairly our financial position as of June 28, 2014, and the results of operations for the three and nine months ended June 28, 2014, and June 29, 2013. Results of operations and cash flows for the periods presented are not necessarily indicative of results to be expected for the full year.

CONSOLIDATION

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

SHARE REPURCHASES

A summary of cumulative share repurchases of our Class A stock is as follows (in millions):



	Three Months Ended						Nine Months Ended
	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
	Shares	Dollars		Shares	Dollars		Shares	Dollars		Shares	Dollars
Shares repurchased:
Under share repurchase program	—	$	—	4.0	$	100	7.1	$	250	11.2	$	250
To fund certain obligations under equity compensation plans	0.3	11		0.4	10		1.0	36		2.3	48
Total share repurchases	0.3	$	11	4.4	$	110	8.1	$	286	13.5	$	298

On January 30, 2014, our Board of Directors approved an increase of 25 million shares authorized for repurchase under our share repurchase program. As of June 28, 2014, 32.1 million shares remained available for repurchases under this program. The share repurchase program has no fixed or scheduled termination date and the timing and extent to which we repurchase shares will depend upon, among other things, our working capital needs, markets, industry conditions, liquidity targets, limitations under our debt obligations and regulatory requirements. In addition to the share repurchase program, we purchase shares on the open market to fund certain obligations under our equity compensation plans.

RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

In December 2011 and February 2013, the Financial Accounting Standards Board (FASB) issued guidance enhancing disclosures related to offsetting of certain assets and liabilities. This guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. We adopted this guidance in the first quarter of fiscal 2014. The adoption did not have a significant impact on our consolidated condensed financial statements.

In April 2014, the FASB issued guidance changing the criteria for reporting discontinued operations. The guidance also modifies the related disclosure requirements. The guidance is effective on a prospective basis for annual reporting periods beginning after December 15, 2014, and interim periods within annual periods beginning on or after December 15, 2015. Early adoption is permitted and we adopted in the third quarter of fiscal 2014. The adoption did not have a significant impact on our consolidated condensed financial statements.

Table of Contents

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In May 2014, the FASB issued guidance changing the criteria for recognizing revenue. The guidance also modifies the related disclosure requirements, clarifies guidance for multiple-element arrangements and provides guidance for transactions that were not addressed fully in previous guidance. The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2016, our fiscal 2018. Early adoption is not permitted. The Company is currently evaluating the impact this guidance will have on our consolidated financial statements.

NOTE 2: ACQUISITIONS AND DISPOSITIONS

On July 1, 2014, Tyson and HMB Holdings, Inc. (“Merger Sub”), a wholly-owned subsidiary of Tyson, entered into an agreement and plan of merger with The Hillshire Brands Company (“Hillshire”). Additionally, on July 28, 2014, we announced our plan to sell our Tyson de Mexico and Tyson do Brazil operations, for $575 million. For further description of these transactions, refer to Note 16: Subsequent Events.

In June 2014, we sold our 50 percent ownership interest of Dynamic Fuels LLC (Dynamic Fuels) for $30 million cash consideration at closing and up to $35 million in future cash payments contingent on Dynamic Fuels' production volumes over a period of up to 11.5 years. Additionally as part of the terms of the sale, we were released from our guarantee of the $100 million Gulf Opportunity Zone tax-exempt bonds, which were issued in October 2008 to fund a portion of the plant construction costs. Our obligations pursuant to the guarantee were not released until July 2014; however, as of June 28, 2014, the purchaser had placed in escrow the full value of our guarantee as collateral while it secured a suitable replacement to our guarantee, which was obtained on July 8, 2014. Dynamic Fuels previously qualified as a variable interest entity which we consolidated, as we were the primary beneficiary. As a result of the sale, we deconsolidated Dynamic Fuels and recorded a gain of approximately $3 million, which is reflected in Cost of Sales in our Consolidated Condensed Statements of Income. We will recognize the future contingent payments in income as the required volumes are produced. At September 28, 2013, Dynamic Fuels had $166 million of total assets, of which $142 million was net property, plant and equipment, and $113 million of total liabilities, of which $100 million was long-term debt. The plant has been idled since October 2012.

In June 2014, we recorded an impairment charge of $49 million related to the planned closure of three Prepared Foods plants. The Company’s Cherokee, Iowa, plant is expected to close in September, while the Company’s plants in Buffalo, New York, and Santa Teresa, New Mexico, are expected to cease operations during the first half of calendar 2015. The impairment charges are reflected in the Consolidated Condensed Statements of Income in Cost of Sales.

During the second quarter of fiscal 2014 we acquired one value-added food business as part of our strategic expansion initiative, which is included in our Prepared Foods segment. The aggregate purchase price of the acquisition was $56 million, which included $12 million for property, plant and equipment, $27 million allocated to Intangible Assets and $18 million allocated to Goodwill.

During fiscal 2013, we acquired two value-added food businesses as part of our strategic expansion initiative, which are included in our Prepared Foods segment. The aggregate purchase price of the acquisitions were $106 million, which included $50 million for property, plant and equipment, $41 million allocated to Intangible Assets and $12 million allocated to Goodwill.

NOTE 3: DISCONTINUED OPERATION

After conducting an assessment during fiscal 2013 of our long-term business strategy in China, we determined our Weifang operation (Weifang), which was previously part of our Chicken segment, was no longer core to the execution of our strategy given the capital investment it required to execute our future business plan. Consequently, we conducted an impairment test and recorded a $56 million impairment charge in the second quarter of fiscal 2013. We subsequently sold Weifang which resulted in reporting it as a discontinued operation. The sale was completed in July 2013 and did not result in a significant gain or loss as its carrying value approximated the sales proceeds at the time of sale. Weifang's prior periods results, including the impairment charge, have been reclassified and presented as a discontinued operation in our Consolidated Condensed Statements of Income. The following is a summary of the discontinued operation's results (in millions):



	Three Months Ended					Nine Months Ended
	June 28, 2014		June 29, 2013			June 28, 2014		June 29, 2013
Sales	$	—	$	36		$	—	$	108

Pretax loss	—		(2		)	—		(68		)
Income tax expense	—		2			—		2
Loss from discontinued operation, net of tax	$	—	$	(4	)	$	—	$	(70	)

Table of Contents

NOTE 4: INVENTORIES

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



	June 28, 2014		September 28, 2013
Processed products:
Weighted-average method – chicken, prepared foods and international	$	837	$	799
First-in, first-out method – beef and pork	721		624
Livestock – first-in, first-out method	1,120		1,002
Supplies and other – weighted-average method	383		392
Total inventory	$	3,061	$	2,817

NOTE 5: PROPERTY, PLANT AND EQUIPMENT

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



	June 28, 2014		September 28, 2013
Land	$	104	$	100
Buildings and leasehold improvements	3,014		2,945
Machinery and equipment	5,680		5,504
Land improvements and other	274		417
Buildings and equipment under construction	245		236
	9,317		9,202
Less accumulated depreciation	5,376		5,149
Net property, plant and equipment	$	3,941	$	4,053

NOTE 6: OTHER CURRENT LIABILITIES

Other current liabilities are as follows (in millions):



	June 28, 2014		September 28, 2013
Accrued salaries, wages and benefits	$	392	$	419
Self-insurance reserves	255		267
Other	428		452
Total other current liabilities	$	1,075	$	1,138

Table of Contents

NOTE 7: DEBT

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



	June 28, 2014			September 28, 2013
Revolving credit facility	$	—		$	—
Senior notes:
3.25% Convertible senior notes due October 2013 (2013 Notes)	—			458
6.60% Senior notes due April 2016 (2016 Notes)	638			638
7.00% Notes due May 2018	120			120
4.50% Senior notes due June 2022 (2022 Notes)	1,000			1,000
7.00% Notes due January 2028	18			18
Discount on senior notes	(5		)	(6		)
GO Zone tax-exempt bonds due October 2033	—			100
Other	54			80
Total debt	1,825			2,408
Less current debt	41			513
Total long-term debt	$	1,784		$	1,895

Revolving Credit Facility

We have a $1.0 billion revolving credit facility that supports short-term funding needs and letters of credit. The facility will mature and the commitments thereunder will terminate in August 2017. After reducing the amount available by outstanding letters of credit issued under this facility, the amount available for borrowing at June 28, 2014, was $959 million. At June 28, 2014, we had outstanding letters of credit issued under this facility totaling $41 million, none of which were drawn upon. We had an additional $145 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 workers’ compensation insurance programs, derivative activities and Dynamic Fuels’ Gulf Opportunity Zone tax-exempt bonds.

The revolving credit facility is unsecured and is fully guaranteed by Tyson Fresh Meats, Inc. (TFM Parent), our wholly owned subsidiary, until such date TFM Parent is released from all of its guarantees of other material indebtedness. If in the future any of our other subsidiaries shall guarantee any of our material indebtedness, such subsidiary shall also be required to guarantee the indebtedness, obligations and liabilities under this facility.

In June 2014, we amended this facility to, among other things, permit the consummation of certain debt financings related to our tender offer to acquire all of the issued and outstanding shares of common stock of Hillshire.

Bridge Facility

In the third quarter of fiscal 2014, we entered into a fully committed 364-day unsecured bridge facility in an aggregate principal amount of $8.2 billion to be available to fund the Hillshire acquisition. The bridge facility commitment was modified in July 2014, which is further described in Note 16: Subsequent Events. As of June 28, 2014, we paid $42 million of costs associated with the bridge facility. These costs were capitalized and we expense them over the facility’s estimated life, which is generally through the date permanent financing is expected and the bridge facility is reduced or eliminated. Accordingly, we recorded $22 million of expense in the third quarter of fiscal 2014, which is reflected in Other, net in the Consolidated Condensed Statements of Income.

2013 Notes

In September 2008, we issued $458 million principal amount 3.25% convertible senior unsecured notes which were due October 15, 2013. In connection with the issuance of the 2013 Notes, we entered into separate call option and warrant transactions with respect to our Class A stock to minimize the potential economic dilution upon conversion of the 2013 Notes. The call options contractually expired upon the maturity of the 2013 Notes. The 2013 Notes matured on October 15, 2013 at which time we paid the $458 million principal value with cash on hand and settled the conversion premium by issuing 11.7 million shares of our Class A stock from available treasury shares. Simultaneously with the settlement of the conversion premium, we received 11.7 million shares of our Class A stock from the call options.

The warrants were settled on various dates from January 2014 through April 2014, resulting in the issuance of 8.9 million shares of Class A stock through March 2014 and 2.8 million shares of Class A stock in April 2014.

Table of Contents

2016 Notes

The 2016 Notes carry an interest rate at issuance of 6.60%, with an interest step up feature dependent on their credit rating. On June 7, 2012, Moody's upgraded the credit rating of the 2016 Notes from "Ba1" to "Baa3." This upgrade decreased the interest rate on the 2016 Notes from 6.85% to 6.60%, effective beginning with the six-month interest payment due October 1, 2012.

On February 11, 2013, S&P upgraded the credit rating of the 2016 Notes from "BBB-" to "BBB." This upgrade did not impact the interest rate on the 2016 Notes.

2022 Notes

In June 2012, we issued $1.0 billion of senior unsecured notes, which will mature in June 2022. The 2022 Notes carry a 4.50% interest rate, with interest payments due semi-annually on June 15 and December 15. After the original issue discount of $5 million, based on an issue price of 99.458%, we received net proceeds of $995 million. In addition, we incurred offering expenses of $9 million.

GO Zone Tax-Exempt Bonds

In October 2008, Dynamic Fuels received $100 million in proceeds from the sale of Gulf Opportunity Zone tax-exempt bonds made available by the federal government to the regions affected by Hurricanes Katrina and Rita in 2005. As further described in Note 2: Acquisitions and Dispositions, in the third quarter of fiscal 2014, we sold our interest in Dynamic Fuels, which resulted in the deconsolidation of its assets and liabilities including these bonds.

Debt Covenants

Our revolving credit facility contains 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 2022 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 June 28, 2014.

NOTE 8: INCOME TAXES

The effective tax rate for continuing operations was 16.8% and 35.4% for the third quarter of fiscal 2014 and 2013, respectively, and 30.4% and 32.6% for the nine months of fiscal 2014 and 2013, respectively. The effective tax rates for the third quarter and nine months of fiscal 2014 and fiscal 2013 were impacted by such items as the domestic production deduction, state income taxes and losses in foreign jurisdictions for which no benefit is recognized. In addition, a benefit resulting from the expiration of statutes of limitations reduced the effective tax rate for the third quarter and nine months of fiscal 2014 by 12.8% and 3.8%, respectively.

Unrecognized tax benefits were $137 million and $175 million at June 28, 2014, and September 28, 2013, respectively. The amount of unrecognized tax benefits, if recognized, that would impact our effective tax rate was $111 million and $149 million at June 28, 2014, and September 28, 2013, respectively.

We classify interest and penalties on unrecognized tax benefits as income tax expense. At June 28, 2014, and September 28, 2013, before tax benefits, we had $61 million and $63 million, respectively, of accrued interest and penalties on unrecognized tax benefits.

We are subject to income tax assessments for U.S. federal income taxes for fiscal years 2011 through 2013. We are also subject to income tax assessments by major state and foreign jurisdictions for fiscal years 2003 through 2013 and 2002 through 2013, respectively. We estimate that during the next twelve months it is reasonably possible that unrecognized tax benefits could decrease by as much as $30 million primarily due to expiration of statutes of limitations in various jurisdictions.

NOTE 9: OTHER INCOME AND CHARGES

During the nine months of fiscal 2014, we recorded $7 million of equity earnings in joint ventures, $4 million in net foreign currency exchange gains, $6 million of other than temporary impairment related to an available-for-sale security and $22 million of costs associated with bridge financing facilities for the Hillshire acquisition, which were recorded in the Consolidated Condensed Statements of Income in Other, net.

During the nine months of fiscal 2013, we recorded a $19 million currency translation adjustment gain recognized in conjunction with the receipt of proceeds constituting the final resolution of our investment in Canada, which was recorded in the Consolidated Condensed Statements of Income in Other, net.

Table of Contents

NOTE 10: EARNINGS PER SHARE

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



	Three Months Ended						Nine Months Ended
	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
Numerator:
Income from continuing operations	$	258		$	249		$	720		$	589
Less: Net income (loss) attributable to noncontrolling interests	(2		)	(4		)	(7		)	2
Net income from continuing operations attributable to Tyson	260			253			727			587
Less dividends declared:
Class A	21			14			69			74
Class B	5			3			16			16
Undistributed earnings	$	234		$	236		$	642		$	497

Class A undistributed earnings	$	190		$	193		$	522		$	406
Class B undistributed earnings	44			43			120			91
Total undistributed earnings	$	234		$	236		$	642		$	497
Denominator:
Denominator for basic earnings per share:
Class A weighted average shares	280			283			275			284
Class B weighted average shares, and shares under the if-converted method for diluted earnings per share	70			70			70			70
Effect of dilutive securities:
Stock options and restricted stock	6			5			5			5
Convertible 2013 Notes	—			11			—			7
Warrants	—			—			5			—
Denominator for diluted earnings per share – adjusted weighted average shares and assumed conversions	356			369			355			366

Net Income Per Share from Continuing Operations Attributable to Tyson:
Class A Basic	$	0.75		$	0.73		$	2.15		$	1.69
Class B Basic	$	0.68		$	0.66		$	1.94		$	1.52
Diluted	$	0.73		$	0.69		$	2.05		$	1.61
Net Income Per Share Attributable to Tyson:
Class A Basic	$	0.75		$	0.72		$	2.15		$	1.49
Class B Basic	$	0.68		$	0.64		$	1.94		$	1.34
Diluted	$	0.73		$	0.68		$	2.05		$	1.42

We had no stock-based compensation shares that were antidilutive for both the three months ended June 28, 2014 and June 29, 2013. Approximately 4 million of our stock-based compensation shares were antidilutive for both the nine months ended June 28, 2014 and June 29, 2013. 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.

Table of Contents

NOTE 11: 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, primarily futures and options, to reduce our exposure to commodity price risk, foreign currency risk and interest rate risk. Forward contracts on various commodities, including grains, livestock and energy, are primarily entered into to manage the price risk associated with forecasted purchases of these inputs used in our production processes. Foreign exchange forward contracts are entered into to manage the fluctuations in foreign currency exchange rates, primarily as a result of certain receivable and payable balances. We also periodically utilize interest rate swaps to manage interest rate risk associated with our variable-rate borrowings.

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 June 28, 2014.

We recognize all derivative instruments as either assets or liabilities at fair value in the Consolidated Condensed Balance Sheets, with the exception of normal purchases and normal sales expected to result in physical delivery. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and the type of hedging relationship. 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 qualify, or designate, a derivative financial instrument as a hedge when contract terms closely mirror those of the hedged item, providing a high degree of risk reduction and correlation. If a derivative instrument is accounted for as a hedge, depending on the nature of the hedge, changes in the fair value of the instrument either will be offset against the change in fair value of the hedged assets, liabilities or firm commitments through earnings, or be recognized in other comprehensive income (loss) (OCI) until the hedged item is recognized in earnings. The ineffective portion of an instrument’s change in fair value is recognized in earnings immediately. We designate certain forward contracts as follows:


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


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

Cash flow hedges

Derivative instruments, such as futures and options, are designated as hedges against changes in the amount of future cash flows related to procurement of certain commodities utilized in our production processes. We do not purchase forward and option commodity contracts in excess of our physical consumption requirements and generally do not hedge forecasted transactions beyond 18 months. The objective of these hedges is to reduce the variability of cash flows associated with the forecasted purchase of those commodities. For the derivative instruments we designate and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is reported as a component of Other Comprehensive Income (OCI) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses representing hedge ineffectiveness are recognized in earnings in the current period. Ineffectiveness related to our cash flow hedges was not significant for the three and nine months ended June 28, 2014, and June 29, 2013.

We had the following aggregated notional values of outstanding forward and option contracts accounted for as cash flow hedges (in millions, except soy meal tons):



	Metric	June 28, 2014		September 28, 2013
Commodity:
Corn	Bushels	—		5
Soy meal	Tons	151,200		96,800
Foreign Currency	United States dollar	$	1	$	60

Table of Contents

As of June 28, 2014, the net amounts expected to be reclassified into earnings within the next 12 months are pretax losses of $6 million related to grains. During the three and nine months ended June 28, 2014, and June 29, 2013, we did not reclassify significant pretax gains/losses into earnings as a result of the discontinuance of cash flow hedges due to the probability the original forecasted transaction would not occur by the end of the originally specified time period or within the additional period of time allowed by generally accepted accounting principles.

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



	Gain/(Loss) Recognized in OCI On Derivatives						Consolidated Condensed Statements of Income Classification	Gain/(Loss) Reclassified from OCI to Earnings
	Three Months Ended							Three Months Ended
	June 28, 2014			June 29, 2013				June 28, 2014			June 29, 2013
Cash Flow Hedge – Derivatives designated as hedging instruments:
Commodity contracts	$	(7	)	$	(5	)	Cost of Sales	$	1		$	(2	)
Foreign exchange contracts	—			3			Other Income/Expense	—			(2		)
Total	$	(7	)	$	(2	)		$	1		$	(4	)

	Gain/(Loss) Recognized in OCI On Derivatives						Consolidated Condensed Statements of Income Classification	Gain/(Loss) Reclassified from OCI to Earnings
	Nine Months Ended							Nine Months Ended
	June 28, 2014			June 29, 2013				June 28, 2014			June 29, 2013
Cash Flow Hedge – Derivatives designated as hedging instruments:
Commodity contracts	$	(1	)	$	(28	)	Cost of Sales	$	(2	)	$	(5	)
Foreign exchange contracts	(1		)	(2		)	Other Income/Expense	—			(4		)
Total	$	(2	)	$	(30	)		$	(2	)	$	(9	)

Fair value hedges

We designate certain futures contracts as fair value hedges of firm commitments to purchase livestock for slaughter. 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. We had the following aggregated notional values of outstanding forward contracts entered into to hedge firm commitments which are accounted for as a fair value hedge (in millions):



	Metric	June 28, 2014	September 28, 2013
Commodity:
Live Cattle	Pounds	434	209
Lean Hogs	Pounds	348	384

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 Condensed Statements of Income Classification	Three Months Ended						Nine Months Ended
	Consolidated Condensed Statements of Income Classification	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
Gain/(Loss) on forwards	Cost of Sales	$	(56	)	$	11		$	(96	)	$	26
Gain/(Loss) on purchase contract	Cost of Sales	56			(11		)	96			(26		)

Ineffectiveness related to our fair value hedges was not significant for the three and nine months ended June 28, 2014, and June 29, 2013.

Table of Contents

Undesignated positions

In addition to our designated positions, we also hold forward and option 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. We generally do not enter into undesignated positions beyond 18 months.

The objective of our undesignated grains, livestock and energy commodity positions is to reduce the variability of cash flows associated with the forecasted purchase of certain grains, energy and livestock inputs to our production processes. We also enter into certain forward sales of boxed beef and boxed pork and forward purchases of cattle and hogs at fixed prices. The fixed price sales contracts lock in the proceeds from a future sale and the fixed cattle and hog purchases lock in the cost. However, the cost of the livestock and the related boxed beef and boxed pork market prices at the time of the sale or purchase could vary from this fixed price. As we enter into fixed forward sales of boxed beef and boxed pork and forward purchases of cattle and hogs, we also enter into the appropriate number of livestock options and futures positions to mitigate a portion of this risk. Changes in market value of the open livestock options and futures positions are marked to market and reported in earnings at each reporting date, even though the economic impact of our fixed prices being above or below the market price is only realized at the time of sale or purchase. These positions generally do not qualify for hedge treatment due to location basis differences between the commodity exchanges and the actual locations when we purchase the commodities.

We have a foreign currency cash flow hedging program to hedge portions of forecasted transactions denominated in foreign currencies, primarily with forward and option contracts, to protect against the reduction in value of forecasted foreign currency cash flows. Our undesignated foreign currency positions generally would qualify for cash flow hedge accounting. However, to reduce earnings volatility, we normally will not elect hedge accounting treatment when the position provides an offset to the underlying related transaction that impacts current earnings.

We had the following aggregate outstanding notional values related to our undesignated positions (in millions, except soy meal tons):



	Metric	June 28, 2014		September 28, 2013
Commodity:
Corn	Bushels	3		69
Soy Meal	Tons	82,800		204,600
Soy Oil	Pounds	27		11
Live Cattle	Pounds	109		60
Lean Hogs	Pounds	74		159
Foreign Currency	United States dollars	$	92	$	95

The following table sets forth the pretax impact of the undesignated derivative instruments on the Consolidated Condensed Statements of Income (in millions):



	Consolidated Condensed Statements of Income Classification	Gain/(Loss) Recognized in Earnings						Gain/(Loss) Recognized in Earnings
		Three Months Ended						Nine Months Ended
		June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
Derivatives not designated as hedging instruments:
Commodity contracts	Sales	$	25		$	(7	)	$	57		$	(19	)
Commodity contracts	Cost of Sales	(47		)	(8		)	(89		)	(15		)
Foreign exchange contracts	Other Income/Expense	3			(2		)	4			—
Total		$	(19	)	$	(17	)	$	(28	)	$	(34	)

Table of Contents

The following table sets forth the fair value of all derivative instruments outstanding in the Consolidated Condensed Balance Sheets (in millions):



	Fair Value
	June 28, 2014		September 28, 2013
Derivative Assets:
Derivatives designated as hedging instruments:
Commodity contracts	$	5	$	4
Foreign exchange contracts	—		1
Total derivative assets – designated	5		5

Derivatives not designated as hedging instruments:
Commodity contracts	38		25
Foreign exchange contracts	3		2
Total derivative assets – not designated	41		27

Total derivative assets	$	46	$	32
Derivative Liabilities:
Derivatives designated as hedging instruments:
Commodity contracts	$	121	$	29
Foreign exchange contracts	—		—
Total derivative liabilities – designated	121		29
Derivatives not designated as hedging instruments:
Commodity contracts	68		72
Foreign exchange contracts	—		1
Total derivative liabilities – not designated	68		73

Total derivative liabilities	$	189	$	102

Our derivative assets and liabilities are presented in our Consolidated Condensed Balance Sheets on a net basis. We net derivative assets and liabilities, including cash collateral when a legally enforceable master netting arrangement exists between the counterparty to a derivative contract and us. See Note 12: Fair Value Measurements for a reconciliation to amounts reported in the Consolidated Condensed Balance Sheets in Other current assets and Other current liabilities.

NOTE 12: 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.

Table of Contents

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):



June 28, 2014	Level 1		Level 2		Level 3		Netting (a)			Total
Assets:
Commodity Derivatives	$	—	$	43	$	—	$	(11	)	$	32
Foreign Exchange Forward Contracts	—		3		—		—			3
Available-for-Sale Securities:
Current	—		2		—		—			2
Non-current	—		28		65		—			93
Deferred Compensation Assets	15		220		—		—			235
Total Assets	$	15	$	296	$	65	$	(11	)	$	365
Liabilities:
Commodity Derivatives	$	—	$	189	$	—	$	(183	)	$	6
Foreign Exchange Forward Contracts	—		—		—		—			—
Total Liabilities	$	—	$	189	$	—	$	(183	)	$	6



September 28, 2013	Level 1		Level 2		Level 3		Netting (a)			Total
Assets:
Commodity Derivatives	$	—	$	29	$	—	$	(21	)	$	8
Foreign Exchange Forward Contracts	—		3		—		(1		)	2
Available-for-Sale Securities:
Current	—		1		—		—			1
Non-current	4		24		65		—			93
Deferred Compensation Assets	23		191		—		—			214
Total Assets	$	27	$	248	$	65	$	(22	)	$	318
Liabilities:
Commodity Derivatives	$	—	$	101	$	—	$	(101	)	$	—
Foreign Exchange Forward Contracts	—		1		—		—			1
Total Liabilities	$	—	$	102	$	—	$	(101	)	$	1

(a)

Our derivative assets and liabilities are presented in our Consolidated Condensed Balance Sheets on a net basis. We net derivative assets and liabilities, including cash collateral, when a legally enforceable master netting arrangement exists between the counterparty to a derivative contract and us. At June 28, 2014, and September 28, 2013, we had posted with various counterparties $172 million and $79 million, respectively, of cash collateral related to our commodity derivatives and held no cash collateral.

Table of Contents

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



	Nine Months Ended
	June 28, 2014			June 29, 2013
Balance at beginning of year	$	65		$	86
Total realized and unrealized gains (losses):
Included in earnings	—			1
Included in other comprehensive income (loss)	—			(1		)
Purchases	18			14
Issuances	—			—
Settlements	(18		)	(35		)
Balance at end of period	$	65		$	65
Total gains (losses) for the nine-month period included in earnings attributable to the change in unrealized gains (losses) relating to assets and liabilities still held at end of period	$	—		$	—

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

Derivative Assets and Liabilities: Our commodities and foreign exchange forward contracts primarily include exchange-traded and over-the-counter contracts which are further described in Note 11: Derivative Financial Instruments. We record our commodity derivatives at fair value using quoted market prices adjusted for credit and non-performance risk and internal models that use as their basis readily observable market inputs including current and forward commodity market prices. Our foreign exchange forward contracts are recorded at fair value based on quoted prices and spot and forward currency prices adjusted for credit and non-performance risk. 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 of spot currency rates and forward currency prices.

Available-for-Sale Securities: Our investments in marketable debt securities are classified as available-for-sale and are reported at fair value based on pricing models and quoted market prices adjusted for credit and non-performance risk. Short-term investments with maturities of less than 12 months are included in Other current assets in the Consolidated Condensed Balance Sheets and primarily include certificates of deposit and commercial paper. All other marketable debt securities are included in Other Assets in the Consolidated Condensed Balance Sheets and have maturities ranging up to 35 years. We classify our investments in U.S. government, U.S. agency, certificates of deposit and commercial paper debt securities as Level 2 as fair value is generally estimated using discounted cash flow models that are primarily industry-standard models that consider various assumptions, including time value and yield curve as well as other readily available relevant economic measures. We classify certain corporate, asset-backed and other debt securities as Level 3 as there is limited activity or less observable inputs into valuation models, including current interest rates and estimated prepayment, default and recovery rates on the underlying portfolio or structured investment vehicle. Significant changes to assumptions or unobservable inputs in the valuation of our Level 3 instruments would not have a significant impact to our consolidated condensed financial statements.

We have 0.8 million shares of Syntroleum Corporation common stock. At June 28, 2014, we classified the shares as Level 2 as the fair value could be corroborated based on observable market data. At September 28, 2013, we classified the shares as Level 1 as the fair value was based on unadjusted quoted prices available in active markets. We record the shares in Other Assets in the Consolidated Condensed Balance Sheet. Additionally, at September 28, 2013, we had 0.4 million of Syntroleum Corporation warrants. We classified the warrants as Level 2 as the fair value could be corroborated based on observable market data and was recorded in Other Assets in the Consolidated Condensed Balance Sheet.

Table of Contents

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):



	June 28, 2014						September 28, 2013
	Amortized Cost Basis		Fair Value		Unrealized Gain/(Loss)		Amortized Cost Basis		Fair Value		Unrealized Gain/(Loss)
Available-for-Sale Securities:
Debt Securities:
U.S. Treasury and Agency	$	26	$	27	$	1	$	25	$	25	$	—
Corporate and Asset-Backed	65		65		—		64		65		1
Equity Securities:
Common Stock and Warrants (a)	3		3		—		9		4		(5		)


(a)	At June 28, 2014, the amortized cost basis for Equity Securities had been reduced by accumulated other than temporary impairment of approximately $6 million.

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 $6 million of other than temporary impairment for the nine months ended June 28, 2014, which is recorded in the Consolidated Condensed Statements of Income in Other, net. No other than temporary losses were deferred in OCI as of June 28, 2014, and September 28, 2013.

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

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

In addition to assets and liabilities that are recorded at fair value on a recurring basis, we record assets and liabilities at fair value on a nonrecurring basis. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges. During the third quarter of fiscal 2014, we recorded a $49 million impairment charge related to the planned closure of three Prepared Foods plants. Our valuation of these assets incorporated unobservable Level 3 inputs.

Other Financial Instruments

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



	June 28, 2014				September 28, 2013
	Fair Value		Carrying Value		Fair Value		Carrying Value
Total Debt	$	1,963	$	1,825	$	2,541	$	2,408

Table of Contents

NOTE 13: OTHER COMPREHENSIVE INCOME (LOSS)

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



	Three Months Ended																		Nine Months Ended
	June 28, 2014									June 29, 2013									June 28, 2014									June 29, 2013
	Before Tax			Tax			After Tax			Before Tax			Tax			After Tax			Before Tax			Tax			After Tax			Before Tax			Tax			After Tax

Derivatives accounted for as cash flow hedges:
(Gain) loss reclassified to Cost of Sales	$	(1	)	$	—		$	(1	)	$	2		$	(1	)	$	1		$	2		$	(1	)	$	1		$	5		$	(2	)	$	3
(Gain) loss reclassified to Other Income/Expense	—			—			—			2			—			2			—			—			—			4			(1		)	3
Unrealized gain (loss)	(7		)	3			(4		)	(2		)	1			(1		)	(2		)	1			(1		)	(30		)	12			(18		)

Investments:
(Gain) loss reclassified to Other Income/Expense	—			—			—			—			—			—			6			(2		)	4			(1		)	—			(1		)
Unrealized gain (loss)	—			—			—			1			—			1			(1		)	—			(1		)	(2		)	1			(1		)

Currency translation:
Translation gain reclassified to Other Income/Expense	—			—			—			—			—			—			—			—			—			(19		)	(1		)	(20		)
Translation adjustment	10			2			12			(33		)	—			(33		)	5			2			7			(29		)	—			(29		)

Postretirement benefits	1			(1		)	—			1			—			1			3			(1		)	2			4			—			4
Total Other Comprehensive Income (Loss)	$	3		$	4		$	7		$	(29	)	$	—		$	(29	)	$	13		$	(1	)	$	12		$	(68	)	$	9		$	(59	)

NOTE 14: SEGMENT REPORTING

We operate in five segments: Chicken, Beef, Pork, Prepared Foods and International. We measure segment profit as operating income (loss).

During the second quarter of fiscal 2014, we began reporting our International operation as a separate segment, which was previously included in our Chicken segment. Our International segment became a separate reportable segment as a result of changes to our internal financial reporting to align with previously announced executive leadership changes. All periods presented have been reclassified to reflect this change. Beef, Pork, Prepared Foods and Other results were not impacted by this change.

Chicken: Chicken includes our domestic operations related to raising and processing live chickens into fresh, frozen and value-added chicken products, as well as sales from allied 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 logistics operations to move products through our domestic supply chain and the global operations of our chicken breeding stock subsidiary.

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.

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. Products primarily include pepperoni, bacon, sausage, beef and pork pizza toppings, pizza crusts, flour and corn tortilla products, appetizers, prepared meals, ethnic foods, soups, sauces, side dishes, meat dishes, breadsticks and processed meats. Products are marketed domestically to food retailers, foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, healthcare facilities, the military and other food processors, as well as to international export markets.

Table of Contents

International: International includes our foreign operations primarily related to raising and processing live chickens into fresh, frozen and value-added chicken products in Brazil, China, India and Mexico. Products are marketed in each respective country to food retailers, foodservice distributors, restaurant operators, hotel chains, noncommercial foodservice establishments and live markets, as well as to other international export markets.

The results from Dynamic Fuels are included in Other. We allocate expenses related to corporate activities to the segments, except for third party acquisition related transaction fees which are included in Other.

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



	Three Months Ended							Nine Months Ended
	June 28, 2014				June 29, 2013			June 28, 2014				June 29, 2013
Sales:
Chicken	$	2,829			$	2,820		$	8,327			$	8,148
Beef	4,189				3,723			11,748				10,655
Pork	1,766				1,332			4,677				4,006
Prepared Foods	901				797			2,669				2,441
International	365				343			1,020				1,001
Other	—				—			—				47
Intersegment Sales	(368		)		(284		)	(966		)		(818		)
Total Sales	$	9,682			$	8,731		$	27,475			$	25,480

Operating Income (Loss):
Chicken	$	195			$	215		$	682			$	471
Beef	101				114			194				134
Pork	128				67			356				264
Prepared Foods	(50		)	(a)	24			(13		)	(a)	85
International	(15		)		5			(73		)		—
Other	(8		)	(b)	(6		)	(22		)	(b)	5
Total Operating Income	351				419			1,124				959

Total Other (Income) Expense	41			(b)	34			90			(b)	85			(c)

Income from Continuing Operations before Income Taxes	$	310			$	385		$	1,034			$	874


(a)	Includes $49 million impairment charge related to the planned closure of three Prepared Foods plants.


(b)	Operating income in Other includes $7 million related to third party transaction fees and Other (Income) Expense includes $22 million related to costs associated with bridge financing facilities, both incurred as part of the Hillshire acquisition.


(c)	Includes $19 million related to the recognized currency translation adjustment gain.

The Chicken segment had sales of $2 million and $5 million in the third quarter of fiscal 2014 and 2013, respectively, and sales of $6 million and $13 million in the nine months of fiscal 2014 and 2013, respectively, from transactions with other operating segments of the Company. The Beef segment had sales of $83 million and $59 million in the third quarter of fiscal 2014 and 2013, respectively, and sales of $213 million and $156 million in the nine months of fiscal 2014 and 2013, respectively, from transactions with other operating segments of the Company. The Pork segment had sales of $283 million and $220 million in the third quarter of fiscal 2014 and 2013, respectively, and sales of $747 million and $649 million in the nine months of fiscal 2014 and 2013, respectively, from transactions with other operating segments of the Company. The aforementioned sales from intersegment transactions, which were at market prices, were included in the segment sales in the above table.

Table of Contents

NOTE 15: COMMITMENTS AND CONTINGENCIES

Commitments

We guarantee obligations of certain outside third parties, consisting primarily of leases and grower loans, which are substantially collateralized by the underlying assets. Terms of the underlying debt cover periods up to ten years, and the maximum potential amount of future payments as of June 28, 2014, was $55 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 13 years. The maximum potential amount of the residual value guarantees is $52 million, of which $46 million could be recoverable through various recourse provisions and an additional undeterminable recoverable amount based on the fair value of the underlying leased assets. The likelihood of material payments under these guarantees is not considered probable. At June 28, 2014, and September 28, 2013, 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 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 June 28, 2014, was approximately $310 million. The total receivables under these programs were $19 million and $44 million at June 28, 2014, and September 28, 2013, respectively, and are included, net of allowance for uncollectible amounts, in Accounts Receivable in our Consolidated Condensed Balance Sheets. Even though these programs are limited to the net tangible assets of the participating livestock suppliers, we also manage a portion of our credit risk associated with these programs by obtaining security interests in livestock suppliers’ assets. After analyzing residual credit risks and general market conditions, we have recorded an allowance for these programs’ estimated uncollectible receivables of $9 million and $15 million at June 28, 2014, and September 28, 2013, respectively.

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 condensed financial statements. In our opinion, we have made appropriate and adequate accruals for these matters and believe the probability of a material loss beyond the amounts accrued to be remote; however, the ultimate liability for these matters is uncertain, and if accruals are not adequate, an adverse outcome could have a material effect on the consolidated financial condition or results of operations. Listed below are certain claims made against the Company and/or our subsidiaries for which the potential exposure is considered material to the Company’s consolidated condensed financial statements. We believe we have substantial defenses to the claims made and intend to vigorously defend these matters.

Table of Contents

There are eleven lawsuits against our beef and pork subsidiary, Tyson Fresh Meats Inc., in which certain present and past employees allege that we failed to compensate them for the time it takes to engage in pre- and post-shift activities, such as changing into and out of protective and sanitary clothing and walking to and from the changing area, work areas and break areas in violation of the Fair Labor Standards Act (FLSA) and various state laws. These lawsuits involve employees from our plants in Garden City, Kansas (Garcia, et al. v. Tyson Foods, Inc., Tyson Fresh Meats, Inc., D. Kansas, May 15, 2006); Storm Lake, Iowa (Bouaphakeo (f/k/a Sharp), et al. v. Tyson Foods, Inc., N.D. Iowa, February 6, 2007); Columbus Junction, Iowa (Guyton (f/k/a Robinson), et al. v. Tyson Foods, Inc., d.b.a Tyson Fresh Meats, Inc., S.D. Iowa, September 12, 2007); Madison, Nebraska (Acosta, et al. v Tyson Foods, Inc. d.b.a Tyson Fresh Meats, Inc., D. Nebraska, February 29, 2008); Dakota City, Nebraska (Gomez, et al. v. Tyson Foods, Inc., D. Nebraska, January 16, 2008); Perry and Waterloo, Iowa (Edwards, et al. v. Tyson Foods, Inc. d.b.a Tyson Fresh Meats, Inc., S.D. Iowa, March 20, 2008); Logansport, Indiana (Carter, et al. v. Tyson Foods, Inc. and Tyson Fresh Meats, Inc., N.D. Indiana, April 29, 2008); Goodlettsville, Tennessee (Abadeer v. Tyson Foods, Inc., and Tyson Fresh Meats, Inc., M.D. Tennessee, February 6, 2009); Emporia, Kansas (Abdiaziz, et al. v. Tyson Foods, Inc., Tyson Fresh Meats, Inc., D. Kansas, September 30, 2011); and Joslin, Illinois (Murray, et al. v. Tyson Foods, Inc., C.D. Illinois, January 2, 2008; and DeVoss v. Tyson Foods, Inc. d.b.a. Tyson Fresh Meats, C.D. Illinois, March 2, 2011). The actions allege we failed to pay employees for all hours worked, including overtime compensation for the time it takes to change into protective work uniforms, safety equipment and other sanitary and protective clothing worn by employees, and for walking to and from the changing area, work areas and break areas in violation of the FLSA and analogous state laws. The plaintiffs seek back wages, liquidated damages, pre- and post-judgment interest, attorneys’ fees and costs. Each case is proceeding in its jurisdiction.

•

After a trial in the Garcia case, which involves our Garden City, Kansas beef plant, a jury verdict in favor of the plaintiffs was entered on March 17, 2011. Exclusive of pre- and post-judgment interest, attorneys’ fees and costs, the jury found violations of federal and state laws for pre- and post-shift work activities and awarded damages in the amount of $503,011. Plaintiffs’ counsel filed an application for attorneys’ fees and expenses which we contested. On December 7, 2012, the court granted plaintiffs' counsel's application and awarded a total of $3,609,723. We appealed the jury’s verdict and trial court’s award to the Tenth Circuit Court of Appeals Oral arguments were held on November 18, 2013.

•

A jury trial was held in the Bouaphakeo case, which involves our Storm Lake, Iowa pork plant, which resulted in a jury verdict in favor of the plaintiffs for violations of federal and state laws for pre- and post-shift work activities. The trial court also awarded the plaintiffs liquidated damages, resulting in total damages awarded in the amount of $5,784,758. The plaintiffs' counsel has also filed an application for attorneys' fees and expenses in the amount of $2,692,145. We have appealed the jury's verdict and trial court's award to the Eighth Circuit Court of Appeals. Oral arguments were held on February 11, 2014.


•	A jury trial was held in the Guyton case, which involves our Columbus Junction, Iowa pork plant, which resulted in a jury verdict in favor of Tyson on April 25, 2012. The plaintiffs have appealed to the Eighth Circuit Court of Appeals. Oral arguments were held on February 11, 2014.

•

A bench trial was held in the Acosta case, which involves our Madison, Nebraska pork plant, in January 2013. In May 2013 the trial court awarded the plaintiffs $5,733,943 for unpaid overtime wages. Subsequently, the court ordered the class of plaintiffs expanded, and the plaintiffs submitted an updated calculation of $6,258,330 for unpaid overtime wages as reflected by payroll data through May 2013. On January 30, 2014, the trial court entered judgment in favor of the plaintiffs in the amount of $18,774,989. The court denied our post-trial motions, and we appealed to the Eighth Circuit Court of Appeals.

•

A jury trial in the Gomez case, which involves our Dakota City, Nebraska beef plant, was held, and the jury found in favor of the plaintiffs on April 3, 2013. On October 2, 2013, the trial court denied the parties’ post-trial motions and entered judgment awarding unpaid overtime wages, liquidated damages, and penalties totaling $4,960,787. We appealed the jury’s verdict and trial court’s award to the Eighth Circuit Court of Appeals.


•	The trial court in the Edwards case, which involves our Perry and Waterloo, Iowa pork plants, decertified the state law class and granted other pre-trial motions that resulted in judgment in our favor with respect to the plaintiffs’ claims. The plaintiffs have filed a motion to modify this judgment.


•	The parties in the Carter case, which involves our Logansport, Indiana pork plant, agreed to settle all claims for $950,000. The parties’ joint motion for approval of the settlement was granted on May 9, 2014.

•

The trial court in the Abadeer case, which involves our Goodlettsville, Tennessee case-ready beef and pork plant, granted the plaintiffs’ motion for summary judgment in part, finding that certain pre- and post-shift activities were compensable and our non-payment for those activities was willful and not in good faith. The parties subsequently agreed to settle all claims for $7,750,000. The parties' joint motion for approval of settlement was granted.

Table of Contents

On June 19, 2005, the Attorney General and the Secretary of the Environment of the State of Oklahoma filed a complaint in the U.S. District Court for the Northern District of Oklahoma against us, three of our subsidiaries and six other poultry integrators. The complaint, which was subsequently amended, asserts a number of state and federal causes of action including, but not limited to, counts under Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), Resource Conservation and Recovery Act (RCRA), and state-law public nuisance theories. The amended complaint asserts that defendants and certain contract growers who are not named in the amended complaint polluted the surface waters, groundwater and associated drinking water supplies of the Illinois River Watershed (IRW) through the land application of poultry litter. Oklahoma asserts that this alleged pollution has also caused extensive injury to the environment (including soils and sediments) of the IRW and that the defendants have been unjustly enriched. Oklahoma’s claims cover the entire IRW, which encompasses more than one million acres of land and the natural resources (including lakes and waterways) contained therein. Oklahoma seeks wide-ranging relief, including injunctive relief, compensatory damages in excess of $800 million, an unspecified amount in punitive damages and attorneys’ fees. We and the other defendants have denied liability, asserted various defenses, and filed a third-party complaint that asserts claims against other persons and entities whose activities may have contributed to the pollution alleged in the amended complaint. The district court has stayed proceedings on the third party complaint pending resolution of Oklahoma’s claims against the defendants. On October 31, 2008, the defendants filed a motion to dismiss for failure to join the Cherokee Nation as a required party or, in the alternative, for judgment as a matter of law based on the plaintiffs’ lack of standing. This motion was granted in part and denied in part on July 22, 2009. In its ruling, the district court dismissed Oklahoma’s claims for cost recovery and for natural resources damages under CERCLA and for unjust enrichment under Oklahoma common law. This ruling also narrowed the scope of Oklahoma’s remaining claims by dismissing all damage claims under its causes of action for Oklahoma common law nuisance, federal common law nuisance, and Oklahoma common law trespass, leaving only its claims for injunctive relief for trial. On August 18, 2009, the Court granted partial summary judgment in favor of the defendants on Oklahoma’s claims for violations of the Oklahoma Registered Poultry Feeding Operations Act. Oklahoma later voluntarily dismissed the remainder of this claim. On September 2, 2009, the Cherokee Nation filed a motion to intervene in the lawsuit. Its motion to intervene was denied on September 15, 2009, and the Cherokee Nation filed a notice of appeal of that ruling in the Tenth Circuit Court of Appeals on September 17, 2009. A non-jury trial of the case began on September 24, 2009. At the close of Oklahoma’s case-in-chief, the Court granted the defendants’ motions to dismiss claims based on RCRA, nuisance per se, and health risks related to bacteria. The defense rested its case on January 13, 2010, and closing arguments were held on February 11, 2010. On September 21, 2010, the Court of Appeals affirmed the district court’s denial of the Cherokee Nation’s motion to intervene. On October 6, 2010, the Cherokee Nation and the State of Oklahoma filed a petition for rehearing or en banc review seeking reconsideration of this ruling. The Court of Appeals denied this petition. The district court has not yet rendered its decision from the trial, which ended in February 2010.

NOTE 16: SUBSEQUENT EVENTS

Hillshire Brands Acquisition

On June 8, 2014, we submitted to Hillshire a unilaterally binding offer to acquire its outstanding stock for $63.00 per share in cash. The offer was accompanied by a definitive agreement and plan of merger (the “Merger Agreement”) among Tyson, Merger Sub and Hillshire, which was executed by Tyson and Merger Sub. The offer was contingent upon the termination of the merger agreement between Hillshire and Pinnacle Foods, Inc. (“Pinnacle”), which occurred on July 1, 2014, at which time Hillshire accepted the offer and executed the Merger Agreement. The Merger Agreement required that we pay to or on behalf of Hillshire the termination fee of $163 million due to Pinnacle upon termination of the merger agreement between Hillshire and Pinnacle, which we subsequently paid on July 2, 2014. The transaction is valued at an estimated $8.9 billion, including the assumption of Hillshire’s net debt and $163 million termination fee.

On July 16, 2014, pursuant to the Merger Agreement, we commenced a tender offer to purchase all of the issued and outstanding shares of Hillshire common stock at a purchase price of $63.00 per share in cash, without interest. The tender offer is scheduled to expire on August 12, 2014 and is subject to the condition that two-thirds of the outstanding shares of Hillshire common stock shall have been validly tendered prior to the expiration of the tender offer and not withdrawn. The Merger Agreement also contains other customary conditions, including the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Subject to certain conditions and limitations, Hillshire granted Tyson an option to purchase from Hillshire after the successful completion of the tender offer enough additional Hillshire shares so that Tyson will own more than 90% of the outstanding shares of Hillshire common stock, in order to facilitate the completion of the merger through the “short-form” procedures available under Maryland law. Following the consummation of the tender offer, and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, the Merger Agreement provides that Merger Sub will merge with and into Hillshire, with Hillshire surviving the merger as our wholly-owned subsidiary. At and following consummation of the merger, any remaining outstanding shares of Hillshire common stock not owned, directly or indirectly, by us, Merger Sub or Hillshire will be converted into the right to receive $63.00 per share in cash, without interest.

We expect to close the acquisition upon the completion of the tender offer, however, there can be no assurance that the acquisition will close at such time.

Table of Contents

Acquisition Financing

In the third quarter of fiscal 2014, we entered into a fully committed 364-day, $8.2 billion unsecured bridge facility. In July 2014, we decreased the bridge facility to $5.7 billion and added a $2.5 billion senior unsecured term loan facility. The committed facilities, together with cash on hand, will be available to fund the Hillshire acquisition, including the payment of related fees and expenses. The lenders are obligated to fund the facilities, subject to customary closing conditions. The bridge facility provides that the commitments will be automatically reduced on a dollar-for-dollar basis by, among other things, the net cash proceeds of certain offerings of debt, equity or equity-linked securities; the committed principal amount of certain term loan facilities; and the net cash proceeds of certain asset sales and will mature on the date that is 364-days after the date on which lenders are obligated to make initial loans under the bridge facility.

Permanent funding for the Hillshire acquisition includes a mix of Class A common stock, tangible equity units, term loans, senior notes, and cash on hand.

Class A Common Stock: On August 5, 2014, we completed the issuance of 23.8 million shares of our Class A common stock for total proceeds, net of underwriting discounts and other estimated expenses, of $873 million. The amount of shares of Class A common stock sold may increase up to 3.6 million shares if the underwriters exercise their over-allotment option, which expires on August 29, 2014.

Tangible Equity Units: On August 5, 2014, we completed the issuance of 30 million, 4.75% tangible equity units. Total proceeds, net of underwriting discounts and other estimated expenses, was $1,454 million. Each tangible equity unit, which has a stated amount of $50, is comprised of a prepaid stock purchase contract and a senior amortizing note due July 15, 2017. The senior amortizing note is payable quarterly and has a stated interest rate of 1.5%. Unless earlier redeemed or settled, each purchase contract will automatically settle on July 15, 2017, and the Company will deliver between a minimum of 31.7 million and a maximum of 39.7 million of the shares, subject to adjustment, based upon the applicable market value of the Class A common stock. Prior to any adjustments, we will deliver the minimum amount of shares upon conversion if our share price is equal to or greater than the conversion price of $47.25 and will deliver the maximum shares upon conversion if our share price is equal to or less than the reference price of $37.80. If our share price upon conversion is between the reference and conversion prices, we will deliver a variable amount of shares between the minimum and maximum amounts. The fair value of the prepaid stock purchase contracts, which is estimated at $1,295 million, will be recorded in Capital in Excess of Par Value, net of its offering expenses. The fair value of the senior amortizing notes, which is estimated at $205 million, will be recorded in debt, of which $65 million is current.

Term Loan Facility: The committed unsecured term loan facility provides for total term loan commitments in an aggregate principal amount of $2,500 million, consisting of a $1,306 million 3-year tranche facility, a $594 million 5-year tranche A facility, and a $600 million 5-year tranche B facility. The principal of the 3-year tranche facility and the 5-year tranche A facility each amortize at 2.5% per quarter. The lenders are obligated to fund the loans upon consummation of the tender offer, subject to customary closing conditions. In addition, we estimate the term loan issuance costs will total approximately $13 million.

Senior Notes Offering: On August 5, 2014, we launched and priced a public offering of senior unsecured notes with an aggregate principal amount of $3,250 million, consisting of $1,000 million due August 2019 (“2019 Notes”), $1,250 million due August 2024 (“2024 Notes”), $500 million due August 2034 (“2034 Notes”), and $500 million due August 2044 ("2044 Notes"). The 2019 Notes, 2024 Notes, 2034 Notes, and 2044 Notes carry interest rates of 2.65%, 3.95%, 4.88% and 5.15%, respectively, with interest payments due semi-annually on August 15 and February 15. After the original issue discounts of $7 million, we expect to receive net proceeds of $3,243 million. In addition, we estimate that the total senior notes offering costs will total approximately $29 million. We expect to close on the senior notes offering on August 8, 2014.

Covenants and Guarantees: The senior notes, term loan facility and bridge facility contain certain covenants which are consistent with our existing covenants that are described in Note 7: Debt. The senior notes, term loan facility and bridge facility are fully guaranteed by TFM Parent, until such date as TFM Parent is released from all of its guarantees of other indebtedness of the Company.

Sale of Brazil and Mexico Chicken Operations

On July 28, 2014, we announced we reached a definitive agreement to sell our chicken production operations in Brazil and Mexico to JBS SA (“JBS”) for $575 million. The all-cash transaction is subject to customary closing conditions and requires necessary government approvals in Brazil and Mexico. We expect to close the sale by the end of calendar 2014. The combined operations of Brazil and Mexico, which are part of our International segment, had annual sales of approximately $1 billion and we expect to realize a net gain upon completion of the transaction. We intend to use the cash receipts to pay down debt.

Table of Contents

NOTE 17: CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

TFM Parent, our wholly-owned subsidiary, has fully and unconditionally guaranteed the 2016 Notes. Additionally, TFM Parent has fully and unconditionally guaranteed the 2022 Notes until such date TFM Parent has been released of its guarantee of both (i) Tyson's $1.0 billion revolving credit facility and (ii) the 2016 Notes, at which time TFM Parent's guarantee of the 2022 Notes is permanently released. The following financial information presents condensed consolidating financial statements, which include Tyson Foods, Inc. (TFI Parent); TFM Parent; the Non-Guarantors Subsidiaries (Non-Guarantors) on a combined basis; the elimination entries necessary to consolidate TFI Parent, TFM Parent and the Non-Guarantors; and Tyson Foods, Inc. on a consolidated basis, and is provided as an alternative to providing separate financial statements for the guarantor.




Condensed Consolidating Statement of Income and Comprehensive Income for the three months ended June 28, 2014													in millions
	TFI Parent			TFM Parent			Non- Guarantors			Eliminations			Total
Sales	$	114		$	5,807		$	4,234		$	(473	)	$	9,682
Cost of Sales	14			5,559			3,945			(473		)	9,045
Gross Profit	100			248			289			—			637
Selling, General and Administrative	16			55			215			—			286
Operating Income	84			193			74			—			351
Other (Income) Expense:
Interest expense, net	23			—			1			—			24
Other, net	22			1			(6		)	—			17
Equity in net earnings of subsidiaries	(229		)	(18		)	—			247			—
Total Other (Income) Expense	(184		)	(17		)	(5		)	247			41
Income from Continuing Operations before Income Taxes	268			210			79			(247		)	310
Income Tax Expense	8			62			(18		)	—			52
Income from Continuing Operations	260			148			97			(247		)	258
Loss from Discontinued Operation, Net of Tax	—			—			—			—			—
Net Income	260			148			97			(247		)	258
Less: Net Income (Loss) Attributable to Noncontrolling Interest	—			—			(2		)	—			(2		)
Net Income Attributable to Tyson	$	260		$	148		$	99		$	(247	)	$	260

Comprehensive Income (Loss)	265			156			106			(262		)	265
Less: Comprehensive Income (Loss) Attributable to Noncontrolling Interest	—			—			(2		)	—			(2		)
Comprehensive Income (Loss) Attributable to Tyson	$	265		$	156		$	108		$	(262	)	$	267

Table of Contents




Condensed Consolidating Statement of Income and Comprehensive Income for the three months ended June 29, 2013													in millions
	TFI Parent			TFM Parent			Non- Guarantors			Eliminations			Total
Sales	$	142		$	4,908		$	4,081		$	(400	)	$	8,731
Cost of Sales	8			4,679			3,762			(400		)	8,049
Gross Profit	134			229			319			—			682
Selling, General and Administrative	19			54			190			—			263
Operating Income	115			175			129			—			419
Other (Income) Expense:
Interest expense, net	9			15			10			—			34
Other, net	—			(1		)	1			—			—
Equity in net earnings of subsidiaries	(181		)	(15		)	—			196			—
Total Other (Income) Expense	(172		)	(1		)	11			196			34
Income from Continuing Operations before Income Taxes	287			176			118			(196		)	385
Income Tax Expense	38			56			42			—			136
Income from Continuing Operations	249			120			76			(196		)	249
Loss from Discontinued Operation, Net of Tax	—			—			(4		)	—			(4		)
Net Income	249			120			72			(196		)	245
Less: Net Income (Loss) Attributable to Noncontrolling Interest	—			—			(4		)	—			(4		)
Net Income Attributable to Tyson	$	249		$	120		$	76		$	(196	)	$	249

Comprehensive Income (Loss)	216			103			49			(152		)	216
Less: Comprehensive Income (Loss) Attributable to Noncontrolling Interest	—			—			(4		)	—			(4		)
Comprehensive Income (Loss) Attributable to Tyson	$	216		$	103		$	53		$	(152	)	$	220




Condensed Consolidating Statement of Income and Comprehensive Income for the nine months ended June 28, 2014													in millions
	TFI Parent			TFM Parent			Non- Guarantors			Eliminations			Total
Sales	$	429		$	16,023		$	12,380		$	(1,357	)	$	27,475
Cost of Sales	35			15,338			11,486			(1,357		)	25,502
Gross Profit	394			685			894			—			1,973
Selling, General and Administrative	67			167			615			—			849
Operating Income	327			518			279			—			1,124
Other (Income) Expense:
Interest expense, net	13			49			10			—			72
Other, net	29			—			(11		)	—			18
Equity in net earnings of subsidiaries	(532		)	(30		)	—			562			—
Total Other (Income) Expense	(490		)	19			(1		)	562			90
Income from Continuing Operations before Income Taxes	817			499			280			(562		)	1,034
Income Tax Expense	90			158			66			—			314
Income from Continuing Operations	727			341			214			(562		)	720
Loss from Discontinued Operation, Net of Tax	—			—			—			—			—
Net Income	727			341			214			(562		)	720
Less: Net Income (Loss) Attributable to Noncontrolling Interest	—			—			(7		)	—			(7		)
Net Income Attributable to Tyson	$	727		$	341		$	221		$	(562	)	$	727

Comprehensive Income (Loss)	732			348			220			(568		)	732
Less: Comprehensive Income (Loss) Attributable to Noncontrolling Interest	—			—			(7		)	—			(7		)
Comprehensive Income (Loss) Attributable to Tyson	$	732		$	348		$	227		$	(568	)	$	739

Table of Contents




Condensed Consolidating Statement of Income and Comprehensive Income for the nine months ended June 29, 2013													in millions
	TFI Parent			TFM Parent			Non- Guarantors			Eliminations			Total
Sales	$	318		$	14,210		$	11,957		$	(1,005	)	$	25,480
Cost of Sales	35			13,696			11,065			(1,005		)	23,791
Gross Profit	283			514			892			—			1,689
Selling, General and Administrative	51			151			528			—			730
Operating Income	232			363			364			—			959
Other (Income) Expense:
Interest expense, net	26			46			32			—			104
Other, net	4			(1		)	(22		)	—			(19		)
Equity in net earnings of subsidiaries	(381		)	(29		)	—			410			—
Total Other (Income) Expense	(351		)	16			10			410			85
Income from Continuing Operations before Income Taxes	583			347			354			(410		)	874
Income Tax Expense	66			109			110			—			285
Income from Continuing Operations	517			238			244			(410		)	589
Loss from Discontinued Operation, Net of Tax	—			—			(70		)	—			(70		)
Net Income	517			238			174			(410		)	519
Less: Net Income (Loss) Attributable to Noncontrolling Interest	—			—			2			—			2
Net Income Attributable to Tyson	$	517		$	238		$	172		$	(410	)	$	517

Comprehensive Income (Loss)	460			202			80			(282		)	460
Less: Comprehensive Income (Loss) Attributable to Noncontrolling Interest	—			—			2			—			2
Comprehensive Income (Loss) Attributable to Tyson	$	460		$	202		$	78		$	(282	)	$	458

Table of Contents



Condensed Consolidating Balance Sheet as of June 28, 2014										in millions
	TFI Parent		TFM Parent		Non- Guarantors		Eliminations			Total
Assets
Current Assets:
Cash and cash equivalents	$	—	$	15	$	572	$	—		$	587
Accounts receivable, net	1		713		910		—			1,624
Inventories	1		1,270		1,790		—			3,061
Other current assets	123		49		245		(176		)	241
Total Current Assets	125		2,047		3,517		(176		)	5,513
Net Property, Plant and Equipment	30		922		2,989		—			3,941
Goodwill	—		881		1,044		—			1,925
Intangible Assets	—		17		134		—			151
Other Assets	168		149		269		(61		)	525
Investment in Subsidiaries	12,456		2,070		—		(14,526		)	—
Total Assets	$	12,779	$	6,086	$	7,953	$	(14,763	)	$	12,055

Liabilities and Shareholders’ Equity
Current Liabilities:
Current debt	$	—	$	—	$	41	$	—		$	41
Accounts payable	38		699		759		—			1,496
Other current liabilities	4,127		308		866		(4,226		)	1,075
Total Current Liabilities	4,165		1,007		1,666		(4,226		)	2,612
Long-Term Debt	1,771		1		73		(61		)	1,784
Deferred Income Taxes	6		76		322		—			404
Other Liabilities	143		156		246		—			545

Total Tyson Shareholders’ Equity	6,694		4,846		5,630		(10,476		)	6,694
Noncontrolling Interest	—		—		16		—			16
Total Shareholders’ Equity	6,694		4,846		5,646		(10,476		)	6,710
Total Liabilities and Shareholders’ Equity	$	12,779	$	6,086	$	7,953	$	(14,763	)	$	12,055

Table of Contents



Condensed Consolidating Balance Sheet as of September 28, 2013										in millions
	TFI Parent		TFM Parent		Non- Guarantors		Eliminations			Total
Assets
Current Assets:
Cash and cash equivalents	$	—	$	21	$	1,124	$	—		$	1,145
Accounts receivable, net	—		571		926		—			1,497
Inventories	—		1,039		1,778		—			2,817
Other current assets	351		88		117		(411		)	145
Total Current Assets	351		1,719		3,945		(411		)	5,604
Net Property, Plant and Equipment	32		891		3,130		—			4,053
Goodwill	—		881		1,021		—			1,902
Intangible Assets	—		21		117		—			138
Other Assets	895		162		244		(821		)	480
Investment in Subsidiaries	11,975		2,035		—		(14,010		)	—
Total Assets	$	13,253	$	5,709	$	8,457	$	(15,242	)	$	12,177

Liabilities and Shareholders’ Equity
Current Liabilities:
Current debt	$	457	$	132	$	251	$	(327	)	$	513
Accounts payable	27		575		757		—			1,359
Other current liabilities	4,625		200		901		(4,588		)	1,138
Total Current Liabilities	5,109		907		1,909		(4,915		)	3,010
Long-Term Debt	1,770		679		241		(795		)	1,895
Deferred Income Taxes	24		93		362		—			479
Other Liabilities	149		155		282		(26		)	560

Total Tyson Shareholders’ Equity	6,201		3,875		5,631		(9,506		)	6,201
Noncontrolling Interest	—		—		32		—			32
Total Shareholders’ Equity	6,201		3,875		5,663		(9,506		)	6,233
Total Liabilities and Shareholders’ Equity	$	13,253	$	5,709	$	8,457	$	(15,242	)	$	12,177

Table of Contents



Condensed Consolidating Statement of Cash Flows for the nine months ended June 28, 2014													in millions
	TFI Parent			TFM Parent			Non- Guarantors			Eliminations			Total
Cash Provided by (Used for) Operating Activities	$	12		$	264		$	312		$	(45	)	$	543
Cash Flows from Investing Activities:
Additions to property, plant and equipment	(1		)	(109		)	(327		)	—			(437		)
(Purchases of)/Proceeds from marketable securities, net	—			—			(1		)	—			(1		)
Acquisitions, net of cash acquired	—			—			(56		)	—			(56		)
Other, net	30			1			13			—			44
Cash Provided by (Used for) Investing Activities	29			(108		)	(371		)	—			(450		)
Cash Flows from Financing Activities:
Net change in debt	(370		)	—			(9		)	—			(379		)
Purchases of Tyson Class A common stock	(286		)	—			—			—			(286		)
Dividends	(76		)	—			(45		)	45			(76		)
Stock options exercised	61			—			—			—			61
Other, net	26			—			—			—			26
Net change in intercompany balances	604			(162		)	(442		)	—			—
Cash Provided by (Used for) Financing Activities	(41		)	(162		)	(496		)	45			(654		)
Effect of Exchange Rate Change on Cash	—			—			3			—			3
Increase (Decrease) in Cash and Cash Equivalents	—			(6		)	(552		)	—			(558		)
Cash and Cash Equivalents at Beginning of Year	—			21			1,124			—			1,145
Cash and Cash Equivalents at End of Period	$	—		$	15		$	572		$	—		$	587



Condensed Consolidating Statement of Cash Flows for the nine months ended June 29, 2013													in millions
	TFI Parent			TFM Parent			Non- Guarantors			Eliminations			Total
Cash Provided by (Used for) Operating Activities	$	185		$	196		$	404		$	(13	)	$	772
Cash Flows from Investing Activities:
Additions to property, plant and equipment	(3		)	(82		)	(340		)	—			(425		)
(Purchases of)/Proceeds from marketable securities, net	—			(14		)	(87		)	—			(101		)
Acquisitions, net of cash acquired	—			—			(106		)	—			(106		)
Other, net	(3		)	9			30			—			36
Cash Provided by (Used for) Investing Activities	(6		)	(87		)	(503		)				(596		)
Cash Flows from Financing Activities:
Net change in debt	—			—			(21		)	—			(21		)
Purchases of Tyson Class A common stock	(298		)	—			—			—			(298		)
Dividends	(87		)	—			(13		)	13			(87		)
Stock options exercised	93			—			—			—			93
Other, net	13			—			—			—			13
Net change in intercompany balances	99			(105		)	6			—			—
Cash Provided by (Used for) Financing Activities	(180		)	(105		)	(28		)	13			(300		)
Effect of Exchange Rate Change on Cash	—			—			(4		)	—			(4		)
Increase (Decrease) in Cash and Cash Equivalents	(1		)	4			(131		)	—			(128		)
Cash and Cash Equivalents at Beginning of Year	1			9			1,061			—			1,071
Cash and Cash Equivalents at End of Period	$	—		$	13		$	930		$	—		$	943

Table of Contents


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

RESULTS OF OPERATIONS

Description of the Company

We are one of the world’s largest meat protein companies and the second-largest food production company in the Fortune 500 with one of the most recognized brand names in the food industry. We produce, distribute and market chicken, beef, pork, prepared foods and related allied products. Some of the key factors influencing our business are customer demand for our products; the ability to maintain and grow relationships with customers and introduce new and innovative products to the marketplace; accessibility of international markets; market prices for our products; the cost and availability of live cattle and hogs, raw materials, feed ingredients; and operating efficiencies of our facilities. Our operations are conducted in five segments: Chicken, Beef, Pork, Prepared Foods and International. During the second quarter of fiscal 2014, we began reporting our International operation as a separate segment, which was previously included in our Chicken segment. Our International segment became a separate reportable segment as a result of changes to our internal financial reporting to align with previously announced executive leadership changes. The International segment includes our foreign operations primarily related to raising and processing live chickens into fresh, frozen and value-added chicken products in Brazil, China, India and Mexico. All periods presented have been reclassified to reflect this change. Beef, Pork, Prepared Foods and Other results were not impacted by this change.

Overview


•	General – Our operating results remained strong in the third quarter of fiscal 2014 led by solid earnings in our Pork segment and continued strength in our Chicken and Beef segments, partially offset with negative returns in our Prepared Foods and International segments.


•	We continued to execute our strategy of accelerating growth in domestic value-added chicken sales and prepared food sales, innovating products, services and customer insights and cultivating our talent development to support Tyson's growth for the future.


•	We also maintained focus on maximizing our margins through margin management and operational efficiency improvements. Margin management improvements occurred in the areas of mix, export sales, price optimization and value-added product initiatives. The operational efficiencies occurred in areas of yields, cost reduction and labor management.

•

Market environment – Our Chicken segment delivered solid results in the third quarter of fiscal 2014 driven by favorable domestic market conditions associated with strong demand for our chicken products. Our Beef segment experienced higher fed cattle costs and reduced availability of fed cattle supplies but delivered strong results by maximizing our revenues relative to the rising live cattle markets. Our Pork segment results remained strong in the third quarter of fiscal 2014 due to favorable market conditions associated with lower total pork supplies. Our Prepared Foods segment was challenged by rapidly increasing raw material prices in addition to costs incurred as we continue to invest in our growth platforms. Our International segment experienced losses due to challenging market conditions in China and Brazil.


•	Margins – Our total operating margin was 3.6% in the third quarter of fiscal 2014. Operating margins by segment were as follows (Prepared Food segment recorded a $49 million impairment due to the planned closure of three facilities):


•	Chicken – 6.9%


•	Beef – 2.4%


•	Pork – 7.2%


•	Prepared Foods – (5.5)%


•	International – (4.1)%


•	Debt and Liquidity – During the third quarter of fiscal 2014 we generated $278 million of operating cash flows. At June 28, 2014, we had approximately $1.5 billion of liquidity, which includes availability under our credit facility and $587 million of cash and cash equivalents.

Table of Contents



in millions, except per share data	Three Months Ended					Nine Months Ended
	June 28, 2014		June 29, 2013			June 28, 2014		June 29, 2013
Net income from continuing operations attributable to Tyson	$	260	$	253		$	727	$	587
Net income from continuing operations attributable to Tyson – per diluted share	0.73		0.69			2.05		1.61

Net loss from discontinued operation attributable to Tyson	—		(4		)	—		(70		)
Net loss from discontinued operation attributable to Tyson – per diluted share	—		(0.01		)	—		(0.19		)

Net income attributable to Tyson	260		249			727		517
Net income attributable to Tyson – per diluted share	0.73		0.68			2.05		1.42

Third quarter and nine months - Fiscal 2014 - Net income attributable to Tyson included the following items:


•	$40 million, or $0.11 per diluted share, related to a gain on an unrecognized tax benefit;


•	$49 million, or $0.08 per diluted share, impairment related to the planned closure of three Prepared Foods plants; and


•	$29 million, or $0.05 per diluted share, related to Hillshire Brands ("Hillshire") acquisition fees paid to third parties.

Nine months - Fiscal 2013 - Net income attributable to Tyson included the following item:


•	$19 million, or $0.05 per diluted share, related to a recognized currency translation adjustment.

Summary of Results

Sales



in millions	Three Months Ended					Nine Months Ended
	June 28, 2014			June 29, 2013		June 28, 2014			June 29, 2013
Sales	$	9,682		$	8,731	$	27,475		$	25,480
Change in sales volume	2.2		%			2.5		%
Change in average sales price	8.5		%			5.4		%
Sales growth	10.9		%			7.8		%

Third quarter – Fiscal 2014 vs Fiscal 2013


•	Sales Volume – Sales were positively impacted by higher sales volume, which accounted for an increase of $141 million. All segments, with the exception of the Beef segment, had an increase in sales volume.

•

Average Sales Price – Sales were positively impacted by higher average sales prices, which accounted for an increase of $810 million. The Beef, Pork and Prepared Foods segments had an increase in average sales price largely due to improved mix and increased pricing associated with rising raw material, cattle and hog costs. These increases were partially offset by a decrease in average sales price in the Chicken and International segments which was driven by lower domestic feed ingredient costs and volatile markets in our International segment.

Nine months – Fiscal 2014 vs Fiscal 2013


•	Sales Volume – Sales were positively impacted by higher sales volume, which accounted for an increase of $503 million. All segments had an increase in sales volume.

•

Average Sales Price – Sales were positively impacted by higher average sales prices, which accounted for an increase of approximately $1.5 billion. The Beef, Pork and Prepared Foods segments had an increase in average sales price largely due to continued tight domestic availability of protein, increased pricing associated with rising live and raw material costs, and improved mix. These increases were partially offset by a decrease in average sales price in the Chicken and International segments driven by lower domestic feed ingredient costs and volatile markets in our International segment.

Table of Contents

Cost of Sales



in millions	Three Months Ended						Nine Months Ended
	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
Cost of sales	$	9,045		$	8,049		$	25,502		$	23,791
Gross profit	$	637		$	682		$	1,973		$	1,689
Cost of sales as a percentage of sales	93.4		%	92.2		%	92.8		%	93.4		%

Third quarter – Fiscal 2014 vs Fiscal 2013


•	Cost of sales increased $996 million. Higher input cost per pound increased cost of sales $876 million and higher sales volume increased cost of sales $120 million.


•	The $876 million impact of higher input cost per pound was primarily driven by:


•	Increases in live cattle and live hog costs of approximately $490 million and $265 million, respectively.


•	Increase in raw material and other input costs in our Prepared Foods segment of approximately $95 million.


•	Increase of $49 million from an impairment related to the planned closure of three Prepared Foods plants.


•	Decreases in feed costs of approximately $120 million in our Chicken segment and $14 million in our International segment.


•	The $120 million impact of higher sales volume was driven by increases in sales volume in all of our segments other than our Beef segment.

Nine months – Fiscal 2014 vs Fiscal 2013


•	Cost of sales increased $1.7 billion. Higher input cost per pound increased cost of sales approximately $1.2 billion and higher sales volume increased cost of sales $478 million.


•	The $1.2 billion impact of higher input cost per pound was primarily driven by:


•	Increases in live cattle and live hog costs of approximately $940 million and $405 million, respectively.


•	Increase in raw material and other input costs in our Prepared Foods segment of approximately $160 million.


•	Increase of $49 million from an impairment related to the planned closure of three Prepared Foods plants.


•	Decreases in feed costs of approximately $460 million in our Chicken segment and $32 million in our International segment.


•	The $478 million impact of higher sales volume was driven by increases in sales volume in all of our segments.

Selling, General and Administrative



in millions	Three Months Ended						Nine Months Ended
	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
Selling, general and administrative expense	$	286		$	263		$	849		$	730
As a percentage of sales	3.0		%	3.0		%	3.1		%	2.9		%

Third quarter – Fiscal 2014 vs Fiscal 2013


•	Increase of $8 million related to advertising, sales promotions and commissions.


•	Increase of $9 million related to professional fees and charitable contributions


•	Increase of $7 million from Hillshire acquisition fees paid to third parties.

Nine months – Fiscal 2014 vs Fiscal 2013


•	Increase of $31 million related to employee costs including payroll and stock-based and incentive-based compensation.


•	Increase of $43 million related to advertising, sales promotions and commissions.


•	Increase of $29 million related to professional fees and charitable contributions


•	Increase of $7 million from Hillshire acquisition fees paid to third parties.

Table of Contents

Interest Expense



in millions	Three Months Ended				Nine Months Ended
	June 28, 2014		June 29, 2013		June 28, 2014		June 29, 2013
Cash interest expense	$	24	$	29	$	73	$	88
Non-cash interest expense	1		7		5		21
Total Interest Expense	$	25	$	36	$	78	$	109

Third quarter and nine months – Fiscal 2014 vs Fiscal 2013


•	Cash interest expense includes interest expense related to the coupon rates for senior notes and commitment/letter of credit fees incurred on our revolving credit facilities. The decrease is due to a lower average debt balance compared to the same period in fiscal 2013 as our 2013 Notes were paid off and retired on October 15, 2013.


•	Non-cash interest expense primarily includes interest related to the amortization of debt issuance costs and discounts/premiums on note issuances. The decrease is due to lower amortization of debt issuance costs and discounts compared to the same period in fiscal 2013 as our 2013 Notes were paid off and retired on October 15, 2013.

Other (Income) Expense, net



in millions	Three Months Ended				Nine Months Ended
	June 28, 2014		June 29, 2013		June 28, 2014		June 29, 2013
	$	17	$	—	$	18	$	(19	)

Nine months – Fiscal 2014


•	Includes an expense of $6 million related to the impairment of an equity security investment and $22 million of costs associated with bridge financing facilities for the Hillshire acquisition, which were partially offset by income of $11 million of equity earnings in joint ventures and foreign currency exchange gains.

Nine months - Fiscal 2013


•	Included $19 million related to a currency translation adjustment gain recognized in conjunction with the receipt of proceeds constituting the final resolution of our investment in Canada.

Effective Tax Rate



Three Months Ended				Nine Months Ended
June 28, 2014		June 29, 2013		June 28, 2014		June 29, 2013
16.8	%	35.4	%	30.4	%	32.6	%

Third quarter and nine months - Fiscal 2014 – The effective tax rate for continuing operations was impacted by:


•	state income taxes;


•	the domestic production deduction;


•	losses in foreign jurisdictions for which no benefit is recognized; and


•	decrease in tax reserves due to the expiration of federal and state statutes of limitations and settlements with taxing authorities.

Third quarter and nine months - Fiscal 2013 – The effective tax rate for continuing operations was impacted by:


•	state income taxes;


•	the domestic production deduction; and


•	losses in foreign jurisdictions for which no benefit is recognized.

Table of Contents

Segment Results

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



in millions	Sales
	Three Months Ended						Nine Months Ended
	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
Chicken	$	2,829		$	2,820		$	8,327		$	8,148
Beef	4,189			3,723			11,748			10,655
Pork	1,766			1,332			4,677			4,006
Prepared Foods	901			797			2,669			2,441
International	365			343			1,020			1,001
Other	—			—			—			47
Intersegment Sales	(368		)	(284		)	(966		)	(818		)
Total	$	9,682		$	8,731		$	27,475		$	25,480



in millions	Operating Income (Loss)
	Three Months Ended						Nine Months Ended
	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
Chicken	$	195		$	215		$	682		$	471
Beef	101			114			194			134
Pork	128			67			356			264
Prepared Foods	(50		)	24			(13		)	85
International	(15		)	5			(73		)	—
Other	(8		)	(6		)	(22		)	5
Total	$	351		$	419		$	1,124		$	959

Third quarter and nine months – Fiscal 2014


•	Operating income was reduced by $49 million in the Prepared Foods segment for impairments related to the closure of three plants.


•	Operating income was reduced by $7 million in Other for third party transaction fees incurred as part of the Hillshire

acquisition.

Chicken Segment Results



in millions	Three Months Ended									Nine Months Ended
	June 28, 2014			June 29, 2013			Change			June 28, 2014			June 29, 2013			Change
Sales	$	2,829		$	2,820		$	9		$	8,327		$	8,148		$	179
Sales Volume Change							1.3		%							2.7		%
Average Sales Price Change							(1.0		)%							(0.5		)%
Operating Income	$	195		$	215		$	(20	)	$	682		$	471		$	211
Operating Margin	6.9		%	7.6		%				8.2		%	5.8		%

Third quarter and nine months – Fiscal 2014 vs Fiscal 2013


•	Sales Volume – Sales volume grew as a result of stronger demand for chicken products and mix of rendered product sales.


•	Average Sales Price – Average sales price decreased as feed ingredient costs declined, partially offset by mix changes.

•

Operating Income – Operating income for the third quarter of fiscal 2014 was negatively impacted by rapidly rising costs of outside meat purchases as well as operational disruptions at two of our facilities. For the nine months of fiscal 2014, operating income increased due to higher sales volume and lower feed ingredient costs, partially offset by decreased average sales price. Feed costs decreased $120 million and $460 million for the third quarter and nine months of fiscal 2014, respectively.

Table of Contents

Beef Segment Results



in millions	Three Months Ended									Nine Months Ended
	June 28, 2014			June 29, 2013			Change			June 28, 2014			June 29, 2013			Change
Sales	$	4,189		$	3,723		$	466		$	11,748		$	10,655		$	1,093
Sales Volume Change							(0.9		)%							0.4		%
Average Sales Price Change							13.5		%							9.8		%
Operating Income	$	101		$	114		$	(13	)	$	194		$	134		$	60
Operating Margin	2.4		%	3.1		%				1.7		%	1.3		%

Third quarter and nine months – Fiscal 2014 vs Fiscal 2013


•	Sales Volume – Sales volume decreased for the third quarter of fiscal 2014 due to a reduction in live cattle processed. However, sales volumes were up for the nine months of fiscal 2014 due to better domestic demand for our beef products, partially offset by reduced exports.


•	Average Sales Price – Average sales price increased due to lower domestic availability of fed cattle supplies, which additionally drove up livestock costs.

•

Operating Income – Operating income decreased for the third quarter of fiscal 2014 due to higher fed cattle costs and periods of reduced demand for beef products, which made it difficult to pass along increased input costs, as well as lower sales volumes and increased operating costs. For the nine months of fiscal 2014, operating income increased due to improved operational execution and maximizing our revenues relative to the rising live cattle markets, partially offset by increased operating costs.

Pork Segment Results



in millions	Three Months Ended									Nine Months Ended
	June 28, 2014			June 29, 2013			Change			June 28, 2014			June 29, 2013			Change
Sales	$	1,766		$	1,332		$	434		$	4,677		$	4,006		$	671
Sales Volume Change							5.0		%							1.1		%
Average Sales Price Change							26.3		%							15.4		%
Operating Income	$	128		$	67		$	61		$	356		$	264		$	92
Operating Margin	7.2		%	5.0		%				7.6		%	6.6		%

Third quarter and nine months – Fiscal 2014 vs Fiscal 2013


•	Sales Volume – Sales volume increased as a result of better domestic demand for our pork products.


•	Average Sales Price – Average sales price increased due to lower total hog supplies, which additionally resulted in higher input costs.


•	Operating Income – Operating income increased as we maximized our revenues relative to live hog markets, partially attributable to operational and mix performance.

Table of Contents

Prepared Foods Segment Results



in millions	Three Months Ended									Nine Months Ended
	June 28, 2014			June 29, 2013			Change			June 28, 2014			June 29, 2013			Change
Sales	$	901		$	797		$	104		$	2,669		$	2,441		$	228
Sales Volume Change							4.0		%							5.2		%
Average Sales Price Change							8.7		%							4.0		%
Operating Income	$	(50	)	$	24		$	(74	)	$	(13	)	$	85		$	(98	)
Operating Margin	(5.5		)%	3.0		%				(0.5		)%	3.5		%

Third quarter and nine months – Fiscal 2014 vs Fiscal 2013


•	Sales Volume – Sales volume increased as a result of improved demand for our prepared foods products and incremental volumes from the purchase of three businesses.


•	Average Sales Price – Average sales price increased due to better product mix and price increases associated with higher input costs.

•

Operating Income – Operating income decreased as a result of higher raw material and other input costs of approximately $95 million and $160 million for the third quarter and nine months of fiscal 2014, respectively, and additional costs incurred as we invested in our growth platforms. Because many of our sales contracts are formula based or shorter-term in nature, we are typically able to offset rising input costs through pricing. However, there is a lag time for price increases to take effect. Additionally, in the third quarter of fiscal 2014, we incurred a $49 million impairment charge related to the planned closure of three plants, which are expected to cease operation by mid-fiscal 2015.

International Segment Results



in millions	Three Months Ended									Nine Months Ended
	June 28, 2014			June 29, 2013			Change			June 28, 2014			June 29, 2013			Change
Sales	$	365		$	343		$	22		$	1,020		$	1,001		$	19
Sales Volume Change							17.2		%							14.0		%
Average Sales Price Change							(9.2		)%							(10.6		)%
Operating Income	$	(15	)	$	5		$	(20	)	$	(73	)	$	—		$	(73	)
Operating Margin	(4.1		)%	1.5		%				(7.2		)%	—		%

Third quarter and nine months – Fiscal 2014 vs Fiscal 2013


•	Sales Volume – Sales volume increased as we grew our businesses in Brazil and China.


•	Average Sales Price – Average sales price decreased due to poor export market conditions in Brazil, supply imbalances associated with weak demand in China and a less favorable pricing environment in Mexico.


•	Operating Income – Operating income decreased due to poor operational execution in Brazil, challenging market conditions in Brazil and China and additional costs incurred as we grew our International operation.

Table of Contents

LIQUIDITY AND CAPITAL RESOURCES

Our cash needs for working capital, capital expenditures, growth opportunities, the repurchases of senior notes and share repurchases are expected to be met with current cash on hand, cash flows provided by operating activities, or short-term borrowings. Based on our current expectations, we believe our liquidity and capital resources will be sufficient to operate our business. However, we may take advantage of opportunities to generate additional liquidity or refinance existing debt through capital market transactions. The amount, nature and timing of any capital market transactions will depend on our operating performance and other circumstances; our then-current commitments and obligations; the amount, nature and timing of our capital requirements; any limitations imposed by our current credit arrangements; and overall market conditions.

As described below, we have entered into a definitive merger agreement to acquire Hillshire. Subsequent to our third quarter of fiscal 2014, we raised substantial capital in order to finance the acquisition. The impacts of the acquisition and related financing may affect our future liquidity and capital resources.

Cash Flows from Operating Activities



in millions	Nine Months Ended
	June 28, 2014			June 29, 2013
Net income	$	720		$	519
Non-cash items in net income:
Depreciation and amortization	382			387
Deferred income taxes	(64		)	(21		)
Other, net	76			80
Convertible debt discount	(92		)	—
Net, changes in working capital	(479		)	(193		)
Net cash provided by operating activities	$	543		$	772


•	Operating cash outflow associated with the Convertible debt discount relates to the initial debt discount of $92 million on our 2013 Notes, which matured and were retired in the first quarter of fiscal 2014.


•	Cash flows associated with changes in working capital for the nine months ended:


•	June 28, 2014 – Decreased primarily due to higher inventory and accounts receivable balances and decreases in taxes payable and accrued salaries, wages and benefits balances, partially offset by an increase in accounts payable. The increased inventory and accounts receivable balances are largely due to increased raw material costs.


•	June 29, 2013 – Decreased primarily due to higher inventory and accounts receivable balances and lower accounts payable. The increased inventory and accounts receivable balances are largely due to increased raw material costs and timing of sales.


•	We expect 2014 sales to approximate $38 billion as we continue to execute our strategy of accelerating growth in domestic value-added chicken sales, prepared food sales, and international chicken production, as well as price increases associated with rising cattle and hog costs and raw materials in Prepared Foods.

Cash Flows from Investing Activities



in millions	Nine Months Ended
	June 28, 2014			June 29, 2013
Additions to property, plant and equipment	$	(437	)	$	(425	)
(Purchases of)/Proceeds from marketable securities, net	(1		)	(101		)
Acquisitions, net of cash acquired	(56		)	(106		)
Other, net	44			36
Net cash used for investing activities	$	(450	)	$	(596	)


•	Additions to property, plant and equipment include acquiring new equipment and upgrading our facilities to maintain competitive standing and position us for future opportunities.


•	Capital spending for fiscal 2014 is expected to be approximately $600 to $650 million, and will include spending on our operations for production and labor efficiencies, yield improvements and sales channel flexibility.


•	Acquisitions - During the nine months of fiscal 2014, we acquired a value-added food business as part of our strategic expansion initiative. The purchase price of the acquisition was $56 million, which included $12 million for property, plant and equipment, $27 million allocated to Intangible Assets and $18 million allocated to Goodwill.


•	Other, net includes $30 million received from the sale of our 50 percent ownership interest in our Dynamic Fuels LLC (Dynamic Fuels) joint venture.

Table of Contents

•

On July 1, 2014, we executed a definitive merger agreement with Hillshire to acquire all of its outstanding stock for $63.00 per share in cash. The transaction is valued at an estimated $8.9 billion, including the assumption of Hillshire’s net debt and $163 million termination fee. Refer to further description regarding this transaction under Part 1, Item 1, Notes to the Consolidated Condensed Financial Statements, Note 16: Subsequent Events.

•

Cash Flows from Financing Activities



in millions	Nine Months Ended
	June 28, 2014			June 29, 2013
Payments on debt	$	(407	)	$	(69	)
Net proceeds from borrowings	28			48
Purchases of Tyson Class A common stock	(286		)	(298		)
Dividends	(76		)	(87		)
Stock options exercised	61			93
Other, net	26			13
Net cash used for financing activities	$	(654	)	$	(300	)

•

Our 2013 Notes matured on October 15, 2013 at which time we paid the $458 million principal value with cash on hand, and settled the conversion premium by issuing 11.7 million shares of our Class A stock from available treasury shares. The 2013 Notes were initially recorded at a $92 million discount, which equaled the fair value of an equity conversion premium instrument. The portion of the payment of the Notes related to the initial $92 million discount was recorded in cash flows from operating activities. Simultaneous to the settlement of the conversion premium, we received 11.7 million shares of our Class A stock from the call options.


•	During the nine months of fiscal 2014, we received proceeds of $26 million and paid $37 million related to borrowings at our foreign subsidiaries. Total debt related to our foreign subsidiaries was $49 million at June 28, 2014 ($39 million current, $10 million long-term).


•	Purchases of Tyson Class A stock included:


•	$250 million shares repurchased pursuant to our share repurchase program during the nine months ended June 28, 2014 and June 29, 2013, respectively.


•	$36 million and $48 million for shares repurchased to fund certain obligations under our equity compensation programs during the nine months ended June 28, 2014 and June 29, 2013, respectively.


•	We currently do not plan to repurchase shares other than to fund obligations under equity compensation programs.


•	Dividends during the nine months of fiscal 2014 included a 50% increase to our quarterly dividend rate. Dividends during the nine months of fiscal 2013 include a special dividend of $0.10 and $0.09 to holders of our Class A stock and Class B stock, respectively.

•

Acquisition Financing – In the third quarter of fiscal 2014, we entered into a fully committed 364-day, $8.2 billion unsecured bridge facility. In July 2014, we decreased the bridge facility to $5.7 billion and added a $2.5 billion senior unsecured term loan facility. The committed facilities, together with cash on hand, will be available to fund the Hillshire acquisition, including the payment of related fees and expenses. The lenders are obligated to fund the facilities, subject to customary closing conditions. The bridge facility provides that the commitments will be automatically reduced on a dollar-for-dollar basis by, among other things, the net cash proceeds of certain offerings of debt, equity or equity-linked securities; the committed principal amount of certain term loan facilities; and the net cash proceeds of certain asset sales and will mature on the date that is 364-days after the date on which lenders are obligated to make initial loans under the bridge facility. Permanent funding for the Hillshire acquisition includes a mix of Class A common stock, tangible equity units, term loans, senior notes, and cash on hand. Additional details of the permanent funding include:


•	Class A Common Stock: On August 5, 2014, we completed the issuance of 23.8 million shares of our Class A common stock for total proceeds, net of underwriting discounts and other estimated expenses, of $873 million. The amount of shares of Class A common stock sold may increase up to 3.6 million shares if the underwriters exercise their over-allotment option, which expires on August 29, 2014.

Table of Contents

•

Senior Notes: On August 5, 2014, we launched and priced a public offering of senior unsecured notes with an aggregate principal amount of $3,250 million, consisting of $1,000 million due August 2019 (“2019 Notes”), $1,250 million due August 2024 (“2024 Notes”), $500 million due August 2034 ("2034 Notes"), and $500 million due August 2044 (“2044 Notes”). The 2019 Notes, 2024 Notes, 2034 Notes, and 2044 Notes carry interest rates of 2.65%, 3.95%, 4.88% and 5.15%, respectively, with interest payments due semi-annually on August 15 and February 15. After the original issue discounts of $7 million, we expect to receive net proceeds of $3,243 million. In addition, we estimate that the total senior notes offering costs will total approximately $29 million. We expect to close on the senior notes offering on August 8, 2014.


•	Revolving Credit Facility: On June 27, 2014, we amended our existing revolving credit facility to, among other things, permit the consummation of certain debt financings related to our tender offer to acquire all of the issued and outstanding shares of common stock of Hillshire.

Liquidity



in millions
	Commitments Expiration Date	Facility Amount		Outstanding Letters of Credit (no draw downs)		Amount Borrowed		Amount Available
Cash and cash equivalents								$	587
Short-term investments								$	2
Revolving credit facility	August 2017	$	1,000	$	41	$	—	$	959
Total liquidity								$	1,548


•	The revolving credit facility supports our short-term funding needs and letters of credit. The letters of credit issued under this facility are primarily in support of workers’ compensation insurance programs and derivative activities.


•	In October 2013 our 2013 Notes matured at which time we paid the $458 million principal value with cash on hand.


•	We expect net interest expense will approximate $130 million for fiscal 2014, which includes estimates regarding the timing and composition of debt financing and closing of the Hillshire acquisition.

•

At June 28, 2014, approximately 47% of our cash was held in the international accounts of our foreign subsidiaries. Generally, we do not rely on the foreign cash as a source of funds to support our ongoing domestic liquidity needs. Rather, we manage our worldwide cash requirements by reviewing available funds among our foreign subsidiaries and the cost effectiveness with which those funds can be accessed. The repatriation of cash balances from certain of our subsidiaries could have adverse tax consequences or be subject to regulatory capital requirements; however, those balances are generally available without legal restrictions to fund ordinary business operations. U.S. income taxes, net of applicable foreign tax credits, have not been provided on undistributed earnings of foreign subsidiaries. Our intention is to reinvest the cash held by foreign subsidiaries permanently or to repatriate only when it is tax efficient to do so.


•	Our current ratio was 2.11 to 1 and 1.86 to 1 at June 28, 2014, and September 28, 2013, respectively.

Table of Contents

Capital Resources

As described above, subsequent to our third quarter of fiscal 2014, we raised substantial capital in order to finance our pending acquisition of Hillshire. The impacts of these capital resources may affect future periods' debt-to-total capitalization ratios and credit ratings.

Credit Facility

Cash flows from operating activities and current cash on hand are our primary sources of liquidity for funding debt service, capital expenditures, dividends and share repurchases. We also have a revolving credit facility, with a committed maximum capacity of $1.0 billion, to provide additional liquidity for working capital needs, letters of credit and a source of financing for growth opportunities. As of June 28, 2014, we had outstanding letters of credit totaling $41 million issued under this facility, none of which were drawn upon, which left $959 million available for borrowing. Our revolving credit facility is funded by a syndicate of 44 banks, with commitments ranging from $0.3 million to $90 million per bank. The syndicate includes bank holding companies that are required to be adequately capitalized under federal bank regulatory agency requirements.

Capitalization

To monitor our credit ratings and our capacity for long-term financing, we consider various qualitative and quantitative factors. We monitor the ratio of our debt to our total capitalization as support for our long-term financing decisions. At June 28, 2014, and September 28, 2013, the ratio of our debt-to-total capitalization was 21.4% and 27.9%, respectively. The reduction in this ratio at June 28, 2014 was due to the retirement of our 2013 Notes, which totaled $458 million, upon their maturity in our first quarter of fiscal 2014. Additionally, in the third quarter of fiscal 2014, we settled the $100 million Dynamic Fuels’ Gulf Opportunity Zone tax-exempt bonds associated with the deconsolidation of our Dynamic Fuels subsidiary due to the sale of our 50 percent ownership interest. For the purpose of this calculation, debt is defined as the sum of current and long-term debt. Total capitalization is defined as debt plus Total Shareholders’ Equity.

Credit Ratings

2016 Notes

On February 11, 2013, Standard & Poor's Ratings Services, a Standard & Poor's Financial Services LLC business (S&P), upgraded the credit rating of the 2016 Notes from "BBB-" to "BBB." This upgrade did not impact the interest rate on the 2016 Notes.

On June 7, 2012, Moody's Investors Service, Inc. (Moody's) upgraded the credit rating of the 2016 Notes from "Ba1" to "Baa3." This upgrade decreased the interest rate on the 2016 Notes from 6.85% to 6.60%, effective beginning with the six-month interest payment due October 1, 2012.

A one-notch downgrade by Moody's would increase the interest rates on the 2016 Notes by 0.25%. A two-notch downgrade from S&P would increase the interest rates on the 2016 Notes by 0.25%.

Revolving Credit Facility

S&P's corporate credit rating for Tyson Foods, Inc. is "BBB." Moody’s senior, unsecured, subsidiary guaranteed long-term debt rating for Tyson Foods, Inc. is "Baa3." Fitch Ratings', a wholly owned subsidiary of Fimalac, S.A. (Fitch), issuer default rating for Tyson Foods, Inc. is "BBB." The below table outlines the fees paid on the unused portion of the facility (Facility Fee Rate) and letter of credit fees (Undrawn Letter of Credit Fee and Borrowing Spread) depending on the rating levels of Tyson Foods, Inc. from S&P, Moody's and Fitch.



Ratings Level (S&P/Moody's/Fitch)	Facility Fee Rate		Undrawn Letter of Credit Fee and Borrowing Spread
BBB+/Baa1/BBB+ or above	0.150	%	1.125	%
BBB/Baa2/BBB (current level)	0.175	%	1.375	%
BBB-/Baa3/BBB-	0.225	%	1.625	%
BB+/Ba1/BB+	0.275	%	1.875	%
BB/Ba2/BB or lower or unrated	0.325	%	2.125	%

In the event the rating levels are split, the applicable fees and spread will be based upon the rating level in effect for two of the rating agencies, or, if all three rating agencies have different rating levels, the applicable fees and spread will be based upon the rating level that is between the rating levels of the other two rating agencies.

Table of Contents

Debt Covenants

As described above, subsequent to our third quarter of fiscal 2014, we raised substantial capital in order to finance our pending acquisition of Hillshire. The senior notes, term loan facility and bridge facility contain certain covenants which are consistent with our existing covenants.

We were in compliance with all debt covenants at June 28, 2014.

RECENTLY ADOPTED/ISSUED ACCOUNTING PRONOUNCEMENTS

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

CRITICAL ACCOUNTING ESTIMATES

We consider accounting policies related to: contingent liabilities; marketing and advertising costs; accrued self insurance; impairment of long-lived assets; impairment of goodwill and other intangible assets; and income taxes to be critical accounting estimates. These policies are summarized in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended September 28, 2013.

CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION FOR THE PURPOSE OF “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Certain information in this report constitutes forward-looking statements. Such forward-looking statements include, but are not limited to, current views and estimates of our outlook for fiscal 2014, other future economic circumstances, industry conditions in domestic and international markets, our performance and financial results (e.g., debt levels, return on invested capital, value-added product growth, capital expenditures, tax rates, access to foreign markets and dividend policy). These forward-looking statements are subject to a number of factors and uncertainties that could cause our actual results and experiences to differ materially from anticipated results and expectations expressed in such forward-looking statements. We wish to caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date made. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Among the factors that may cause actual results and experiences to differ from anticipated results and expectations expressed in such forward-looking statements are the following: (i) the effect of, or changes in, general economic conditions; (ii) fluctuations in the cost and availability of inputs and raw materials, such as live cattle, live swine, feed grains (including corn and soybean meal) and energy; (iii) market conditions for finished products, including competition from other global and domestic food processors, supply and pricing of competing products and alternative proteins and demand for alternative proteins; (iv) successful rationalization of existing facilities and operating efficiencies of the facilities; (v) risks associated with our commodity purchasing activities; (vi) access to foreign markets together with foreign economic conditions, including currency fluctuations, import/export restrictions and foreign politics; (vii) outbreak of a livestock disease (such as avian influenza (AI) or bovine spongiform encephalopathy (BSE)), which could have an adverse effect on livestock we own, the availability of livestock we purchase, consumer perception of certain protein products or our ability to access certain domestic and foreign markets; (viii) changes in availability and relative costs of labor and contract growers and our ability to maintain good relationships with employees, labor unions, contract growers and independent producers providing us livestock; (ix) issues related to food safety, including costs resulting from product recalls, regulatory compliance and any related claims or litigation; (x) changes in consumer preference and diets and our ability to identify and react to consumer trends; (xi) significant marketing plan changes by large customers or loss of one or more large customers; (xii) adverse results from litigation; (xiii) risks associated with leverage, including cost increases due to rising interest rates or changes in debt ratings or outlook; (xiv) compliance with and changes to regulations and laws (both domestic and foreign), including changes in accounting standards, tax laws, environmental laws, agricultural laws and occupational, health and safety laws; (xv) our ability to make effective acquisitions or joint ventures and successfully integrate newly acquired businesses into existing operations; (xvi) effectiveness of advertising and marketing programs; and (xvii) those factors listed under Item 1A. “Risk Factors” included in our Annual Report filed on Form 10-K for the year ended September 28, 2013.

Table of Contents


Item 3.	Quantitative and Qualitative Disclosures About Market Risk

Market risk relating to our operations results primarily from changes in commodity prices, interest rates and foreign exchange rates, as well as credit risk concentrations. To address certain of these risks, we enter into various derivative transactions as described below. If a derivative instrument is accounted for as a hedge, depending on the nature of the hedge, changes in the fair value of the instrument either will be offset against the change in fair value of the hedged assets, liabilities or firm commitments through earnings, or be recognized in other comprehensive income (loss) until the hedged item is recognized in earnings. The ineffective portion of an instrument’s change in fair value is recognized immediately. Additionally, we hold certain positions, primarily in grain and livestock futures that either do not meet the criteria for hedge accounting or are not designated as hedges. With the exception of normal purchases and normal sales that are expected to result in physical delivery, we record these positions at fair value, and the unrealized gains and losses are reported in earnings at each reporting date. Changes in market value of derivatives used in our risk management activities relating to forward sales contracts are recorded in sales. Changes in market value of derivatives used in our risk management activities surrounding inventories on hand or anticipated purchases of inventories are recorded in cost of sales.

The sensitivity analyses presented below are the measures of potential losses of fair value resulting from hypothetical changes in market prices related to commodities. Sensitivity analyses do not consider the actions we may take to mitigate our exposure to changes, nor do they consider the effects such hypothetical adverse changes may have on overall economic activity. Actual changes in market prices may differ from hypothetical changes.

Commodities Risk: We purchase certain commodities, such as grains and livestock, in the course of normal operations. As part of our commodity risk management activities, we use derivative financial instruments, primarily futures and options, to reduce the effect of changing prices and as a mechanism to procure the underlying commodity. However, as the commodities underlying our derivative financial instruments can experience significant price fluctuations, any requirement to mark-to-market the positions that have not been designated or do not qualify as hedges could result in volatility in our results of operations. Contract terms of a hedge instrument closely mirror those of the hedged item providing a high degree of risk reduction and correlation. Contracts designated and highly effective at meeting this risk reduction and correlation criteria are recorded using hedge accounting. The following table presents a sensitivity analysis resulting from a hypothetical change of 10% in market prices as of June 28, 2014, and September 28, 2013, on the fair value of open positions. The fair value of such positions is a summation of the fair values calculated for each commodity by valuing each net position at quoted futures prices. The market risk exposure analysis includes hedge and non-hedge derivative financial instruments.



Effect of 10% change in fair value			in millions
	June 28, 2014		September 28, 2013
Livestock:
Cattle	$	73	$	13
Hogs	47		35
Grain	8		23

Interest Rate Risk: At June 28, 2014, we had variable rate debt of $49 million with a weighted average interest rate of 6.7%. A hypothetical 10% increase in interest rates effective at June 28, 2014, and September 28, 2013, would have a minimal effect on interest expense.

Additionally, changes in interest rates impact the fair value of our fixed-rate debt. At June 28, 2014, we had fixed-rate debt of $1.8 billion with a weighted average interest rate of 5.5%. Market risk for fixed-rate debt is estimated as the potential increase in fair value, resulting from a hypothetical 10% decrease in interest rates. A hypothetical 10% decrease in interest rates would have increased the fair value of our fixed-rate debt by approximately $20 million at June 28, 2014 and $22 million at September 28, 2013. The fair values of our debt were estimated based on quoted market prices and/or published interest rates.

Foreign Currency Risk: We have foreign exchange exposure from fluctuations in foreign currency exchange rates primarily as a result of certain receivable and payable balances. The primary currencies we have exposure to are the Brazilian real, the British pound sterling, the Canadian dollar, the Chinese renminbi, the European euro, the Indian rupee and the Mexican peso. We periodically enter into foreign exchange forward and option contracts to hedge some portion of our foreign currency exposure. A hypothetical 10% change in foreign exchange rates effective at June 28, 2014, and September 28, 2013, related to the foreign exchange forward and option contracts would have a $4 million and $11 million impact, respectively, on pretax income. In the future, we may enter into more foreign exchange forward and option contracts as a result of our international growth strategy.

Concentration of Credit Risk: Refer to our market risk disclosures set forth in the 2013 Annual Report filed on Form 10-K for a detailed discussion of quantitative and qualitative disclosures about concentration of credit risks, as these risk disclosures have not changed significantly from the 2013 Annual Report.

Table of Contents


Item 4.	Controls and Procedures

An evaluation was performed, under the supervision and with the participation of management, including the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended). Based on that evaluation, management, including the CEO and CFO, has concluded that, as of June 28, 2014, our disclosure controls and procedures were effective.

In the third quarter ended June 28, 2014, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION


Item 1.	Legal Proceedings

Refer to the description of certain legal proceedings pending against us under Part I, Item 1, Notes to Consolidated Condensed Financial Statements, Note 15: Commitments and Contingencies, which discussion is incorporated herein by reference. Listed below are certain additional legal proceedings involving the Company and/or its subsidiaries.

On May 8, 2008, a lawsuit was filed against the Company and two of our employees in the District Court of McCurtain County, Oklahoma styled Armstrong, et al. v. Tyson Foods, Inc., et al. (the Armstrong Case). The lawsuit was brought by a group of 52 poultry growers who allege that certain of our live production practices in Oklahoma constitute fraudulent inducement, fraud, unjust enrichment, negligence, gross negligence, unconscionability, violations of the Oklahoma Business Sales Act, Deceptive Trade Practice violations, violations of the Consumer Protection Act, and conversion, as well as other theories of recovery. The plaintiffs sought damages in an unspecified amount. On October 30, 2009, 20 additional growers represented by the same attorney filed a lawsuit against us in the same court asserting the same or similar claims, which is styled Clardy, et al. v. Tyson Foods, Inc., et al. (the Clardy Case). In both of these cases we have denied all allegations of wrongdoing. In June 2009, the plaintiffs in the Armstrong case requested an expedited trial date for a smaller group of plaintiffs they claimed were facing imminent financial peril. The Court ultimately severed a group of 10 plaintiffs from the Armstrong Case, and a trial began on March 15, 2010. On April 1, 2010, the jury returned a verdict against us and one of our employees, and on April 2, 2010, the Court entered a judgment in the amount of $8,655,735, which included punitive damages. Subsequent to the trial, the presiding judge disqualified from the cases and the Oklahoma Supreme Court appointed a new judge to the cases. Following this appointment, the trial court granted our motions for change of venue and to stay all future trials of plaintiffs in the Armstrong Case and the Clardy Case pending the outcome of our appeal of the initial Armstrong Case verdict. The trial court took under advisement the sizes of groupings of plaintiffs in future trials in response to our motion to sever the plaintiffs' claims into individual cases. We appealed the initial Armstrong Case verdict to the Oklahoma Supreme Court based on numerous irregularities and rulings during the trial, and the Oklahoma Supreme Court reversed the verdict and remanded the case back to the trial court. At this time, the district court has not set trial dates for the Armstrong Case or the Clardy Case.

In September 2013, the United States Department of Justice (DOJ) alleged that one of our subsidiaries did not comply with the Clean Water Act with respect to a spill that occurred in North Carolina in January 2010. Following discussions with the DOJ, we agreed to settle the allegations and underlying claims for $305,000.

On June 17, 2014, the Missouri attorney general filed a civil lawsuit against us concerning an incident that occurred in May 2014 in which some feed supplement was discharged from our plant in Monett, Missouri, to the City of Monett’s wastewater treatment plant allegedly leading to a fish kill in a local stream and odor issues around the plant. That lawsuit alleges six violations stemming from the incident and seeks penalties against us, compensation for damage to the stream, and reimbursement for the State of Missouri’s costs in investigating the matter. The U.S. Environmental Protection Agency has also indicated to us that it has begun a criminal investigation into the incident. If we become subject to criminal charges, we may be subject to a fine and other relief, as well as government contract suspension and debarment. We are cooperating with the Environmental Protection Agency but cannot predict the outcome of its investigation at this time. It is also possible that other regulatory agencies may commence investigations and allege additional violations. Finally, we may be subject to claims from the City of Monett for causing it to violate various municipal regulations and for damages to the City’s treatment system.

Other Matters: We currently have approximately 115,000 employees and, at any time, have various employment practices matters outstanding. In the aggregate, these matters are significant to the Company, and we devote significant resources to managing employment issues. Additionally, we are subject to other lawsuits, investigations and claims (some of which involve substantial amounts) arising out of the conduct of our business. While the ultimate results of these matters cannot be determined, they are not expected to have a material adverse effect on our consolidated results of operations or financial position.

Table of Contents


Item 1A.	Risk Factors

In addition to the information set forth below and elsewhere in this Form 10-Q and the risk factors listed in Part I, “Item 1A. Risk Factors” in the Annual Report on Form 10-K for the year ended September 28, 2013, you should carefully consider the risk factors set forth below. These risks could materially adversely affect our business, financial condition or results of operations.

Risks Related to the Proposed Hillshire Brands Acquisition

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

We entered into the merger agreement for the Hillshire Brands acquisition because we believe that the Hillshire Brands acquisition will be beneficial to us and our stockholders. Achieving the targeted benefits of the Hillshire Brands acquisition will depend in part upon whether we can integrate Hillshire Brands’ businesses in an efficient and effective manner. We may not be able to accomplish this integration process smoothly or successfully. The necessity of coordinating geographically separated organizations, systems and facilities and addressing possible differences in business backgrounds, corporate cultures and management philosophies may increase the difficulties of integration. We and Hillshire Brands 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 Hillshire Brands 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 Hillshire Brands acquisition or could incur higher transition costs. An inability to realize the full extent of, or any of, the anticipated benefits of the Hillshire Brands 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 Hillshire Brands Acquisition.

We expect to incur significant costs associated with the Hillshire Brands 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 Hillshire Brands acquisition will be composed of transaction costs related to the Hillshire Brands 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 may not be achieved in the near term, or at all.

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

Specifically:


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


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


•	the Hillshire Brands Acquisition may give rise to potential liabilities, including as a result of pending and future Hillshire Brands shareholder lawsuits relating to the Hillshire Brands Acquisition;


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


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

In connection with the Hillshire Brands 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 Hillshire Brands Acquisition, as described in more detail above.

Table of Contents

The Hillshire Brands Acquisition may not be successful.

We recently announced our entry into the merger agreement to acquire Hillshire Brands. Risks associated with the Hillshire Brands 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 Hillshire Brands 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. In addition, if the Hillshire Brands acquisition does not close, we will have significant discretion to allocate the proceeds from the above-described concurrent offerings of Class A common stock and tangible equity units offering to other uses. We have no assurances that we will have opportunities to allocate the proceeds from those offerings for other productive uses or that other uses of the proceeds from those offerings will result in a favorable return to investors.


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

The table below provides information regarding our purchases of Class A stock during the periods indicated.



Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs ⁽¹⁾
Mar. 30, 2014 to Apr. 26, 2014	85,229		$	42.37	—	32,054,771
Apr. 27, 2014 to May 31, 2014	143,444		41.14		—	32,054,771
Jun. 01, 2014 to Jun. 28, 2014	44,929		39.29		—	32,054,771
Total	273,602	⁽²⁾	$	41.22	—	32,054,771

(1)

On February 7, 2003, we announced our Board of Directors approved a program to repurchase up to 25 million shares of Class A common stock from time to time in open market or privately negotiated transactions. On May 3, 2012, our Board of Directors approved an increase of 35 million shares authorized for repurchase under this program. On January 30, 2014, our Board of Directors approved an increase of 25 million shares authorized for repurchase under this program. The program has no fixed or scheduled termination date.


(2)	We purchased 273,602 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 241,609 shares purchased in open market transactions and 31,993 shares withheld to cover required tax withholdings on the vesting of restricted stock.


Item 3.	Defaults Upon Senior Securities

None


Item 4.	Mine Safety Disclosures

Not Applicable


Item 5.	Other Information

None

Table of Contents


Item 6.	Exhibits

The following exhibits are filed with this report.



Exhibit No.		Exhibit Description

12.1		Ratio of Earnings to Fixed Charges

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

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

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

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

101		The following financial information from our Quarterly Report on Form 10-Q for the quarter ended June, 28, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Condensed Statements of Income, (ii) Consolidated Condensed Statements of Comprehensive Income, (iii) Consolidated Condensed Balance Sheets, (iv) Consolidated Condensed Statements of Cash Flows, and (v) the Notes to Consolidated Condensed Financial Statements.

Table of Contents

SIGNATURES

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



	TYSON FOODS, INC.

Date: August 7, 2014		/s/ Dennis Leatherby
		Dennis Leatherby
		Executive Vice President and Chief Financial Officer

Date: August 7, 2014		/s/ Curt T. Calaway
		Curt T. Calaway
		Senior Vice President, Controller and Chief Accounting Officer