TSN 2015 Q1 10Q
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 December 27, 2014
or
¨

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.
Large accelerated filer
 
x
 
Accelerated filer
 
¨
Non-accelerated filer
 
¨  (Do not check if a smaller reporting company)
 
Smaller reporting company
 
¨

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 December 27, 2014.
Class
 
Outstanding Shares
Class A Common Stock, $0.10 Par Value (Class A stock)
 
304,572,910

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.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
PART II. OTHER INFORMATION
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
Item 5.
 
 
 
Item 6.
 
 


1

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
 
December 27, 2014
 
December 28, 2013
Sales
$
10,817

 
$
8,761

Cost of Sales
9,861

 
8,076

Gross Profit
956

 
685

Selling, General and Administrative
447

 
273

Operating Income
509

 
412

Other (Income) Expense:
 
 
 
Interest income
(2
)
 
(2
)
Interest expense
77

 
28

Other, net
(1
)
 
3

Total Other (Income) Expense
74

 
29

Income before Income Taxes
435

 
383

Income Tax Expense
125

 
131

Net Income
310

 
252

Less: Net Income (Loss) Attributable to Noncontrolling Interests
1

 
(2
)
Net Income Attributable to Tyson
$
309

 
$
254

Weighted Average Shares Outstanding:
 
 
 
Class A Basic
336

 
271

Class B Basic
70

 
70

Diluted
416

 
354

Net Income Per Share Attributable to Tyson:
 
 
 
Class A Basic
$
0.77

 
$
0.76

Class B Basic
$
0.71

 
$
0.68

Diluted
$
0.74

 
$
0.72

Dividends Declared Per Share:
 
 
 
Class A
$
0.125

 
$
0.100

Class B
$
0.113

 
$
0.090

See accompanying Notes to Consolidated Condensed Financial Statements.

2

Table of Contents

TYSON FOODS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
(Unaudited) 

 
Three Months Ended
 
December 27, 2014
 
December 28, 2013
Net Income
$
310

 
$
252

Other Comprehensive Income (Loss), Net of Taxes:
 
 
 
Derivatives accounted for as cash flow hedges
1

 
(2
)
Investments
9

 
3

Currency translation
6

 
(11
)
Postretirement benefits
7

 
2

Total Other Comprehensive Income (Loss), Net of Taxes
23

 
(8
)
Comprehensive Income
333

 
244

Less: Comprehensive Income (Loss) Attributable to Noncontrolling Interests
1

 
(2
)
Comprehensive Income Attributable to Tyson
$
332

 
$
246

See accompanying Notes to Consolidated Condensed Financial Statements.


3

Table of Contents

TYSON FOODS, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(In millions, except share and per share data)
(Unaudited) 
 
December 27, 2014
 
September 27, 2014
Assets
 
 
 
Current Assets:
 
 
 
Cash and cash equivalents
$
381

 
$
438

Accounts receivable, net
1,777

 
1,684

Inventories
3,192

 
3,274

Other current assets
375

 
379

Assets held for sale
213

 
446

Total Current Assets
5,938

 
6,221

Net Property, Plant and Equipment
5,211

 
5,130

Goodwill
6,700

 
6,706

Intangible Assets, net
5,246

 
5,276

Other Assets
663

 
623

Total Assets
$
23,758

 
$
23,956

 
 
 
 
Liabilities and Shareholders’ Equity
 
 
 
Current Liabilities:
 
 
 
Current debt
$
596

 
$
643

Accounts payable
2,147

 
1,806

Other current liabilities
1,157

 
1,207

Liabilities held for sale
54

 
141

Total Current Liabilities
3,954

 
3,797

Long-Term Debt
6,931

 
7,535

Deferred Income Taxes
2,473

 
2,450

Other Liabilities
1,263

 
1,270

Commitments and Contingencies (Note 16)

 

Shareholders’ Equity:
 
 
 
Common stock ($0.10 par value):
 
 
 
Class A-authorized 900 million shares, issued 346 million shares
35

 
35

Convertible Class B-authorized 900 million shares, issued 70 million shares
7

 
7

Capital in excess of par value
4,265

 
4,257

Retained earnings
6,011

 
5,748

Accumulated other comprehensive loss
(124
)
 
(147
)
Treasury stock, at cost – 41 million shares at December 27, 2014 and 40 million shares at September 27, 2014
(1,071
)
 
(1,010
)
Total Tyson Shareholders’ Equity
9,123

 
8,890

Noncontrolling Interests
14

 
14

Total Shareholders’ Equity
9,137

 
8,904

Total Liabilities and Shareholders’ Equity
$
23,758

 
$
23,956

See accompanying Notes to Consolidated Condensed Financial Statements.

4

Table of Contents

TYSON FOODS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited) 
 
Three Months Ended
 
December 27, 2014
 
December 28, 2013
Cash Flows From Operating Activities:
 
 
 
Net income
$
310

 
$
252

Depreciation and amortization
175

 
127

Deferred income taxes
11

 
(15
)
Convertible debt discount

 
(92
)
Other, net
6

 
22

Net changes in working capital
310

 
67

Cash Provided by Operating Activities
812

 
361

Cash Flows From Investing Activities:
 
 
 
Additions to property, plant and equipment
(231
)
 
(140
)
Purchases of marketable securities
(10
)
 
(10
)
Proceeds from sale of marketable securities
7

 
9

Proceeds from sale of businesses
142

 

Other, net
3

 
(3
)
Cash Used for Investing Activities
(89
)
 
(144
)
Cash Flows From Financing Activities:
 
 
 
Payments on debt
(668
)
 
(379
)
Proceeds from issuance of long-term debt

 
6

Purchases of Tyson Class A common stock
(91
)
 
(159
)
Dividends
(37
)
 
(25
)
Stock options exercised
16

 
12

Other, net
5

 
5

Cash Used for Financing Activities
(775
)
 
(540
)
Effect of Exchange Rate Changes on Cash
(5
)
 
3

Decrease in Cash and Cash Equivalents
(57
)
 
(320
)
Cash and Cash Equivalents at Beginning of Year
438

 
1,145

Cash and Cash Equivalents at End of Period
$
381

 
$
825

See accompanying Notes to Consolidated Condensed Financial Statements.

5

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 27, 2014. 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 December 27, 2014, and the results of operations for the three months ended December 27, 2014, and December 28, 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.
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 condensed financial statements.
NOTE 2: ACQUISITIONS AND DISPOSITIONS
Acquisitions
On August 28, 2014, we acquired all of the outstanding stock of The Hillshire Brands Company ("Hillshire Brands") as part of our strategic expansion initiative. The purchase price was equal to $63.00 per share for Hillshire Brands' outstanding common stock, or $8,081 million. In addition, we paid $163 million in cash for breakage costs incurred by Hillshire Brands related to a previously announced acquisition. We funded the acquisition with existing cash on hand, net proceeds from the issuance of new senior notes, Class A common stock (Class A stock), and tangible equity units as well as borrowings under a new term loan facility (refer to Note 6: Debt and Note 7: Equity). Hillshire Brands' results from operations subsequent to the acquisition closing are included in the Prepared Foods segment.

6

Table of Contents

The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the acquisition date. Certain estimated values for the acquisition, including goodwill, intangible assets, plant property and equipment, and deferred taxes, are not yet finalized and the preliminary purchase price allocations are subject to change as we complete our analysis of the fair value at the date of acquisition. The purchase price was allocated based on information available at acquisition date. During the quarter ended December 27, 2014, we recorded measurement period adjustments, which reduced goodwill by $5 million, after obtaining additional information regarding, among other things, asset valuations and liabilities assumed. The amount was not considered material and therefore prior periods have not been revised.
 
in millions
 
Cash and cash equivalents
 
$
72

Accounts receivable
 
236

Inventories
 
418

Other current assets
 
343

Property, Plant and Equipment
 
1,303

Goodwill
 
4,799

Intangible Assets
 
5,141

Other Assets
 
66

Accounts payable
 
(347
)
Other current liabilities
 
(328
)
Long-Term Debt
 
(869
)
Deferred Income Taxes
 
(2,072
)
Other Liabilities
 
(518
)
Net assets acquired
 
$
8,244

The fair value of identifiable intangible assets is as follows (in millions):
Intangible Asset Category
 
Type
 
Life in Years
 
Fair Value
Brands & trademarks
 
Non-amortizable
 
Indefinite
 
$
4,062

Brands & trademarks
 
Amortizable
 
20 years
 
532

Customer relationships
 
Amortizable
 
Weighted average life of 16 years
 
541

Non-compete agreements
 
Amortizable
 
1 year
 
6

Total identifiable intangible assets
 
 
 
 
 
$
5,141

As a result of the acquisition, we recognized a total of $4,799 million of goodwill. The purchase price was assigned to assets acquired and liabilities assumed based on their estimated fair values as of the date of acquisition, and any excess was allocated to goodwill, as shown in the table above. Goodwill represents the value we expect to achieve through the implementation of operational synergies and growth opportunities primarily in our Prepared Foods segment. The allocation of goodwill to our reporting units is pending finalization of the expected synergies and the impact of the synergies to our reporting units. We do not expect the final fair value of goodwill to be deductible for U.S. income tax purposes.
We used various valuation techniques to determine fair value, with the primary techniques being discounted cash flow analysis, relief-from-royalty and excess earnings valuation approaches, each of which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy. Under these valuation approaches, we are required to make estimates and assumptions about sales, operating margins, growth rates, royalty rates and discount rates based on budgets, business plans, economic projections, anticipated future cash flows and marketplace data.
The acquisition of Hillshire Brands was accounted for using the acquisition method of accounting, and consequently, the results of operations for Hillshire Brands are reported in our consolidated condensed financial statements from the date of acquisition.
The following pro forma information presents the combined results of operations as if the acquisition of Hillshire Brands had occurred at the beginning of fiscal 2013. Hillshire Brands' pre-acquisition results have been added to our historical results. The pro forma results contained in the following table include adjustments for amortization of acquired intangibles, depreciation expense, interest expense related to the financing and related income taxes. Any potential cost savings or other operational efficiencies that could result from the acquisition are not included in these pro forma results.

7

Table of Contents

The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the results of operations as they would have been had the acquisition occurred on the assumed date, nor is it necessarily an indication of future operating results. The pro forma results for the three months ended December 28, 2013 include a nonrecurring tax benefit of $46 million recognized by Hillshire Brands primarily related to the release of valuation allowances on state deferred tax assets.
in millions
 
 
 
December 28, 2013
Pro forma sales
 
$
9,817

Pro forma net income from continuing operations attributable to Tyson
 
$
338

Pro forma net income per diluted share from continuing operations attributable to Tyson
 
$
0.81

Additionally, during the second quarter of fiscal 2014 we acquired a 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.
Dispositions
In fiscal 2014, we announced our plan to sell our Brazil and Mexico operations, which are included in our International segment, to JBS SA ("JBS") for a combined $575 million in cash, subject to certain adjustments. As a result, we conducted an impairment test and recorded a $39 million impairment charge in the fourth quarter of fiscal 2014 related to our Brazil operation. We completed the sale of the Brazil operation in the first quarter of fiscal 2015 for proceeds of $130 million with additional proceeds expected in the second quarter of fiscal 2015 related to the working capital and net debt adjustments. The sale did not result in a significant gain or loss as the carrying value of the Brazil operation approximated the sales proceeds at the time of sale. The assets and liabilities associated with Brazil were classified as held for sale on the balance sheet at September 27, 2014. We expect to realize a gain on the sale of our Mexico operation, which is pending the necessary government approvals, and expect it to close in the second quarter of fiscal 2015. The assets and liabilities related to Mexico are classified as held for sale on the balance sheet at December 27, 2014 and September 27, 2014.
The following table summarizes the net assets and liabilities held for sale (in millions):
 
December 27, 2014
 
September 27, 2014
Assets held for sale:
 
 
 
Accounts receivable, net
$
23

 
$
74

Inventories
77

 
141

Other current assets
17

 
72

Net property, plant and equipment
76

 
132

Goodwill
14

 
16

Other assets
6

 
11

Total assets held for sale
$
213

 
$
446

Liabilities held for sale:
 
 
 
Current debt
$

 
$
32

Accounts payable
33

 
61

Other current liabilities
12

 
27

Long-term debt

 
9

Deferred income taxes
8

 
12

Other Liabilities
1

 

Total liabilities held for sale
$
54

 
$
141


8

Table of Contents

In fiscal 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. 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 in the third quarter of fiscal 2014. We will recognize the future contingent payments in income as the required volumes are produced.
In fiscal 2014, we recorded impairment charges of $52 million related to the planned closure of three Prepared Foods plants. The Company’s Cherokee, Iowa plant closed in September 2014, the Buffalo, New York plant closed in January 2015, and the Santa Teresa, New Mexico plant is expected to close during the first half of calendar 2015. Additionally, in April 2014, Hillshire Brands announced that it would discontinue all production at its Florence, Alabama plant. The plant closed in December 2014 and the closure costs did not have a significant impact on the Company's financial results.
NOTE 3: INVENTORIES
Processed products, livestock and supplies and other are valued at the lower of cost or market. Cost includes purchased raw materials, live purchase costs, growout costs (primarily feed, grower pay and catch and haul costs), labor and manufacturing and production overhead, which are related to the purchase and production of inventories.
At December 27, 2014, 67% of the cost of inventories was determined by the first-in, first-out ("FIFO") method as compared to 66% at September 27, 2014. The remaining cost of inventories for both years is determined by the weighted-average method.
The following table reflects the major components of inventory (in millions):
 
December 27, 2014
 
September 27, 2014
Processed products
$
1,703

 
$
1,794

Livestock
1,073

 
1,066

Supplies and other
416

 
414

Total inventory
$
3,192

 
$
3,274

NOTE 4: PROPERTY, PLANT AND EQUIPMENT
The major categories of property, plant and equipment and accumulated depreciation are as follows (in millions): 

December 27, 2014
 
September 27, 2014
Land
$
126

 
$
126

Buildings and leasehold improvements
3,558

 
3,501

Machinery and equipment
6,204

 
6,144

Land improvements and other
278

 
276

Buildings and equipment under construction
409

 
334

 
10,575

 
10,381

Less accumulated depreciation
5,364

 
5,251

Net property, plant and equipment
$
5,211

 
$
5,130

NOTE 5: OTHER CURRENT LIABILITIES
Other current liabilities are as follows (in millions):
 
December 27, 2014
 
September 27, 2014
Accrued salaries, wages and benefits
$
349

 
$
490

Other
808

 
717

Total other current liabilities
$
1,157

 
$
1,207


9

Table of Contents

NOTE 6: DEBT
The major components of debt are as follows (in millions):
 
December 27, 2014
 
September 27, 2014
Revolving credit facility
$

 
$

Senior notes:
 
 
 
2.75% Senior notes due September 2015 (2015 Notes)
405

 
407

6.60% Senior notes due April 2016 (2016 Notes)
638

 
638

7.00% Notes due May 2018
120

 
120

2.65% Notes due August 2019 (2019 Notes)
1,000

 
1,000

4.10% Notes due September 2020 (2020 Notes)
286

 
287

4.50% Senior notes due June 2022 (2022 Notes)
1,000

 
1,000

3.95% Notes due August 2024 (2024 Notes)
1,250

 
1,250

7.00% Notes due January 2028
18

 
18

6.13% Notes due November 2032 (2032 Notes)
164

 
164

4.88% Notes due August 2034 (2034 Notes)
500

 
500

5.15% Notes due August 2044 (2044 Notes)
500

 
500

Discount on senior notes
(11
)
 
(12
)
Term loan facility:
 
 
 
3-year tranche (1.56% at 12/27/2014)
872

 
1,172

5-year tranche A

 
353

5-year tranche B (1.69% at 12/27/2014)
552

 
552

Amortizing Notes - Tangible Equity Units (see Note 7: Equity)
192

 
205

Other
41

 
24

Total debt
7,527

 
8,178

Less current debt
596

 
643

Total long-term debt
$
6,931

 
$
7,535

Revolving Credit Facility
We have a $1.25 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 September 2019. After reducing the amount available by outstanding letters of credit issued under this facility, the amount available for borrowing at December 27, 2014, was $1,245 million. At December 27, 2014, we had outstanding letters of credit issued under this facility totaling $5 million, none of which were drawn upon. We had an additional $102 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 and derivative activities.
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.
2019 / 2024 / 2034 / 2044 Notes
In August 2014, we issued senior unsecured notes with an aggregate principal amount of $3,250 million, consisting of $1,000 million due August 2019, $1,250 million due August 2024, $500 million due August 2034, and $500 million due August 2044. 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 received net proceeds of $3,243 million. In addition, we incurred offering expenses of $27 million.
Term Loan Facility
In August 2014, we borrowed under an unsecured term loan facility, which provided for total term loans in an aggregate principal amount of $2,300 million, consisting of a $1,202 million 3-year tranche facility, a $546 million 5-year tranche A facility, and a $552 million 5-year tranche B facility. The principal of the 3-year tranche facility amortizes at 2.5% per quarter. Interest is reset based on the selected LIBOR interest period plus 1.375% for the 3-year tranche facility and 1.50% for the 5-year tranche B facility. In addition, we incurred term loan issuance costs of approximately $11 million.

10

Table of Contents

2015 / 2020 / 2032 Notes
In August 2014 and in connection with our acquisition of Hillshire Brands, we assumed $840 million of Hillshire Brands' debt, which had an estimated fair value of approximately $868 million as of the acquisition date. We recorded the assumed debt at fair value. The fair value adjustment is being amortized and recorded as a reduction of interest expense. The debt assumed is mainly comprised of senior unsecured notes which consist of $400 million due September 2015, $278 million due September 2020, and $152 million due November 2032. The 2015 Notes, 2020 Notes, and the 2032 Notes carry interest rates of 2.75%, 4.10%, and 6.13%, respectively.
Debt Covenants
Our revolving credit and term loan facilities contain affirmative and negative covenants that, among other things, may limit or restrict our ability to: create liens and encumbrances; incur debt; merge, dissolve, liquidate or consolidate; make acquisitions and investments; dispose of or transfer assets; change the nature of our business; engage in certain transactions with affiliates; and enter into hedging transactions, in each case, subject to certain qualifications and exceptions. In addition, we are required to maintain minimum interest expense coverage and maximum debt-to-capitalization ratios.
Our senior notes also contain affirmative and negative covenants that, among other things, may limit or restrict our ability to: create liens; engage in certain sale/leaseback transactions; and engage in certain consolidations, mergers and sales of assets.
We were in compliance with all debt covenants at December 27, 2014.
NOTE 7: EQUITY
Share Repurchases
In fiscal 2014, our Board of Directors approved an increase of 25 million shares authorized for repurchase under our share repurchase program. As of December 27, 2014, 30.1 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.
A summary of cumulative share repurchases of our Class A stock is as follows (in millions):
 
 
Three Months Ended
 
 
December 27, 2014
 
December 28, 2013
 
 
Shares
 
Dollars
 
Shares
 
Dollars
Shares repurchased:
 
 
 
 
 
 
 
 
Under share repurchase program
 
2.0

 
$
81

 
4.6

 
$
150

To fund certain obligations under equity compensation plans
 
0.2

 
10

 
0.3

 
9

Total share repurchases
 
2.2

 
$
91

 
4.9

 
$
159

Share Issuance
In fiscal 2014, we issued 23.8 million shares of our Class A stock to provide funding for the Hillshire Brands acquisition. Total proceeds, net of underwriting discounts and other offering related fees and expenses were $873 million.
Tangible Equity Units
In fiscal 2014, we completed the public issuance of 30 million 4.75% tangible equity units (TEUs). Total proceeds, net of underwriting discounts and other expenses, were $1,454 million. Each TEU, which has a stated amount of $50, is comprised of a prepaid stock purchase contract and a senior amortizing note due July 15, 2017. We allocated the proceeds from the issuance of the TEUs to equity and debt based on the relative fair values of the respective components of each TEU. The fair value of the prepaid stock purchase contracts, which was $1,295 million, is recorded in Capital in Excess of Par Value, net of issuance costs. The fair value of the senior amortizing notes, which was $205 million, was recorded in debt, of which $65 million was current. Issuance costs associated with the TEU debt were recorded as deferred financing costs in the Consolidated Condensed Balance Sheets in Other Assets and are amortized over the term of the instrument to July 15, 2017.

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The aggregate values assigned upon issuance of each component of the TEU's, based on the relative fair value of the respective components of each TEU, were as follows (in millions, except price per TEU):
 
Equity Component
 
Debt Component
 
Total
Price per TEU
$
43.17

 
$
6.83

 
$
50.00

Gross Proceeds
1,295

 
205

 
1,500

Issuance cost
(40
)
 
(6
)
 
(46
)
Net proceeds
$
1,255

 
$
199

 
$
1,454

Each senior amortizing note has an initial principal amount of $6.83 and bears interest at 1.5% per annum. On each January 15, April 15, July 15 and October 15, commencing on October 15, 2014, we will pay equal quarterly cash installments of $0.59 per amortizing note (except for the October 15, 2014 installment payment, which was $0.46 per amortizing note), which cash payment in the aggregate (principal and interest) is equivalent to 4.75% per year with respect to the $50 stated amount per TEU. Each installment will constitute a payment of interest and partial repayment of principal. Unless settled earlier at the holder's or the Company's option, each purchase contract will automatically settle on July 15, 2017, subject to postponement in certain limited circumstances. We will deliver between a minimum of 31.8 million shares and a maximum of 39.7 million shares of our Class A stock, subject to adjustment, based upon the Applicable Market Value (as defined below) of our Class A stock as described below:
If the Applicable Market Value is equal to or greater than the conversion price of $47.22 per share, we will deliver 1.0588 shares of Class A stock per purchase contract, or a minimum of 31.8 million Class A shares.
If the Applicable Market Value is greater than the reference price of $37.78 but less than the conversion price of $47.22 per share, we will deliver a number of shares per purchase contract equal to $50, divided by the Applicable Market Value.
If the Applicable Market Value is less than or equal to the reference price of $37.78 per share, we will deliver 1.3236 shares of Class A stock per purchase contract, or a maximum of 39.7 million Class A shares.
The "Applicable Market Value" means the average of the closing prices of our Class A stock on each of the 20 consecutive trading days beginning on, and including, the 23rd scheduled trading day immediately preceding July 15, 2017.
On December 15, 2014, we paid our quarterly dividend to shareholders of record at December 1, 2014 equal to $0.10 per share on our Class A common stock. The amount of the distribution exceeded the dividend threshold amount; which is $0.075 per share. Consequently, the settlements rates, reference price and conversion price were adjusted to reflect this change.
The TEUs have a dilutive effect on our earnings per share. The 31.8 million minimum shares to be issued are included in the calculation of Class A Basic weighted average shares. The 7.9 million share difference between the minimum shares and the 39.7 million maximum shares are potentially dilutive securities, and accordingly, are included in our diluted earnings per share on a pro rata basis to the extent the Applicable Market Value is higher than the reference price but is less than the conversion price at period end.
NOTE 8: INCOME TAXES
The effective tax rate was 28.8% and 34.3% for the first quarter of fiscal 2015 and 2014, respectively. The effective tax rates for the first quarter of fiscal 2015 and fiscal 2014 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, changes in tax reserves resulting from the expiration of statutes of limitations reduced the effective tax rate for the first quarter of fiscal 2015 by 6.5%.
Unrecognized tax benefits were $239 million and $272 million at December 27, 2014, and September 27, 2014, respectively. The amount of unrecognized tax benefits, if recognized, that would impact our effective tax rate was $209 million and $241 million at December 27, 2014, and September 27, 2014, respectively.
We classify interest and penalties on unrecognized tax benefits as income tax expense. At December 27, 2014, and September 27, 2014, before tax benefits, we had $52 million and $54 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 2005 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 up to $5 million primarily due to expiration of statutes of limitations in various jurisdictions.

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NOTE 9: OTHER INCOME AND CHARGES
During the first quarter of fiscal 2015, we recorded $1 million of equity earnings in joint ventures, which were recorded in the Consolidated Condensed Statements of Income in Other, net.
During the first quarter of fiscal 2014, we recorded $2 million of equity earnings in joint ventures, $1 million in net foreign currency exchange gains and $6 million of other than temporary impairment related to an available-for-sale security, which were recorded in the Consolidated Condensed Statements of Income in Other, net.
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
 
December 27, 2014
 
December 28, 2013
Numerator:
 
 
 
Net Income
$
310

 
$
252

Less: Net income (loss) attributable to noncontrolling interests
1

 
(2
)
Net income attributable to Tyson
309

 
254

Less dividends declared:
 
 
 
Class A
38

 
28

Class B
8

 
6

Undistributed earnings
$
263

 
$
220

 
 
 
 
Class A undistributed earnings
$
221

 
$
179

Class B undistributed earnings
42

 
41

Total undistributed earnings
$
263

 
$
220

Denominator:
 
 
 
Denominator for basic earnings per share:
 
 
 
Class A weighted average shares
336

 
271

Class B weighted average shares, and shares under the if-converted method for diluted earnings per share
70

 
70

Effect of dilutive securities:
 
 
 
Stock options and restricted stock
5

 
5

Tangible Equity Units
5

 

Warrants

 
8

Denominator for diluted earnings per share – adjusted weighted average shares and assumed conversions
416

 
354

 
 
 
 
Net Income Per Share Attributable to Tyson:
 
 
 
Class A Basic
$
0.77

 
$
0.76

Class B Basic
$
0.71

 
$
0.68

Diluted
$
0.74

 
$
0.72

Approximately 6 million and 5 million of our stock-based compensation shares were antidilutive for the three months ended December 27, 2014 and December 28, 2013, respectively. These shares were not included in the diluted 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.

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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 December 27, 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 months ended December 27, 2014, and December 28, 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
 
December 27, 2014
 
September 27, 2014
Commodity:
 
 
 
 
 
Corn
Bushels
 

 

Soy meal
Tons
 
800

 
2,300

Foreign Currency
United States dollar
 
$

 
$
1

As of December 27, 2014, the net amounts expected to be reclassified into earnings within the next 12 months are pretax losses of $1 million related to grains. During the three months ended December 27, 2014, and December 28, 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.

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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
 
December 27,
2014
 
December 28,
2013
 
 
 
December 27,
2014
 
December 28,
2013
Cash Flow Hedge – Derivatives designated as hedging instruments:
 
 
 
 
 
 
 
 
 
Commodity contracts
$

 
$
(2
)
 
Cost of Sales
 
$
(3
)
 
$

Foreign exchange contracts

 
(1
)
 
Other Income/Expense
 

 

Total
$

 
$
(3
)
 
 
 
$
(3
)
 
$

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
 
December 27, 2014
 
September 27, 2014
Commodity:
 
 
 
 
 
Live Cattle
Pounds
 
442

 
427

Lean Hogs
Pounds
 
224

 
329

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
 
 
December 27,
2014
 
December 28,
2013
Gain/(Loss) on forwards
Cost of Sales
 
$
(40
)
 
$
(6
)
Gain/(Loss) on purchase contract
Cost of Sales
 
40

 
6

Ineffectiveness related to our fair value hedges was not significant for the three months ended December 27, 2014, and December 28, 2013.
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.

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Table of Contents

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
 
December 27, 2014
 
September 27, 2014
Commodity:
 
 
 
 
 
Corn
Bushels
 
16

 

Soy Meal
Tons
 
281,300

 
195,800

Soy Oil
Pounds
 
21

 
3

Live Cattle
Pounds
 
14

 
22

Lean Hogs
Pounds
 
1

 
22

Foreign Currency
United States dollars
 
$
29

 
$
108

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
 
 
 
 
Three Months Ended
 
 
 
December 27, 2014
 
December 28, 2013
Derivatives not designated as hedging instruments:
 
 
 
 
 
Commodity contracts
Sales
 
$
(1
)
 
$
2

Commodity contracts
Cost of Sales
 
(26
)
 
(2
)
Foreign exchange contracts
Other Income/Expense
 
(2
)
 
(1
)
Total
 
 
$
(29
)
 
$
(1
)

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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
 
December 27, 2014
 
September 27, 2014
Derivative Assets:
 
 
 
Derivatives designated as hedging instruments:
 
 
 
Commodity contracts
$
31

 
$
17

Foreign exchange contracts

 

Total derivative assets – designated
31

 
17

 
 
 
 
Derivatives not designated as hedging instruments:
 
 
 
Commodity contracts
31

 
42

Foreign exchange contracts

 

Total derivative assets – not designated
31

 
42

Total derivative assets
$
62

 
$
59

Derivative Liabilities:
 
 
 
Derivatives designated as hedging instruments:
 
 
 
Commodity contracts
$
31

 
$
78

Foreign exchange contracts

 

Total derivative liabilities – designated
31

 
78

Derivatives not designated as hedging instruments:
 
 
 
Commodity contracts
37

 
80

Foreign exchange contracts

 
2

Total derivative liabilities – not designated
37

 
82

Total derivative liabilities
$
68

 
$
160

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.

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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): 
December 27, 2014
Level 1
 
Level 2
 
Level 3
 
Netting (a)
 
Total
Assets:
 
 
 
 
 
 
 
 
 
Commodity Derivatives
$

 
$
62

 
$

 
$
(34
)
 
$
28

Foreign Exchange Forward Contracts

 

 

 

 

Available-for-Sale Securities:
 
 
 
 
 
 
 
 
 
Current

 
2

 

 

 
2

Non-current
17

 
28

 
65

 

 
110

Deferred Compensation Assets
5

 
230

 

 

 
235

Total Assets
$
22

 
$
322

 
$
65

 
$
(34
)
 
$
375

Liabilities:
 
 
 
 
 
 
 
 
 
Commodity Derivatives
$

 
$
68

 
$

 
$
(68
)
 
$

Foreign Exchange Forward Contracts

 

 

 

 

Total Liabilities
$

 
$
68

 
$

 
$
(68
)
 
$

September 27, 2014
Level 1
 
Level 2
 
Level 3
 
Netting (a)
 
Total
Assets:
 
 
 
 
 
 
 
 
 
Commodity Derivatives
$

 
$
59

 
$

 
$
(50
)
 
$
9

Foreign Exchange Forward Contracts

 

 

 

 

Available-for-Sale Securities:
 
 
 
 
 
 
 
 
 
Current

 
1

 

 

 
1

Non-current
1

 
24

 
67

 

 
92

Deferred Compensation Assets
15

 
218

 

 

 
233

Total Assets
$
16

 
$
302

 
$
67

 
$
(50
)
 
$
335

Liabilities:
 
 
 
 
 
 
 
 
 
Commodity Derivatives
$

 
$
158

 
$

 
$
(148
)
 
$
10

Foreign Exchange Forward Contracts

 
2

 

 

 
2

Total Liabilities
$

 
$
160

 
$

 
$
(148
)
 
$
12


(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 December 27, 2014 and September 27, 2014, we had posted with various counterparties $34 million and $98 million, respectively, of cash collateral related to our commodity derivatives and held no cash collateral.

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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): 
 
Three Months Ended
 
December 27, 2014
 
December 28, 2013
Balance at beginning of year
$
67

 
$
65

Total realized and unrealized gains (losses):
 
 
 
Included in earnings

 

Included in other comprehensive income (loss)

 

Purchases
4

 
7

Issuances

 

Settlements
(6
)
 
(8
)
Balance at end of period
$
65

 
$
64

Total gains (losses) for the three-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.
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):
 
December 27, 2014
 
September 27, 2014
 
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
$
29

 
$
30

 
$
1

 
$
25

 
$
25

 
$

Corporate and Asset-Backed
65

 
65

 

 
65

 
67

 
2

Equity Securities:
 
 
 
 
 
 
 
 
 
 
 
Common Stock (a)
1

 
17

 
16

 
1

 
1

 

 
(a)
At December 27, 2014 and September 27, 2014, the amortized cost basis for Equity Securities had been reduced by accumulated other than temporary impairment of approximately $2 million.

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Table of Contents

Unrealized holding gains (losses), net of tax, are excluded from earnings and reported in OCI until the security is settled or sold. On a quarterly basis, we evaluate whether losses related to our available-for-sale securities are temporary in nature. Losses on equity securities are recognized in earnings if the decline in value is judged to be other than temporary. If losses related to our debt securities are determined to be other than temporary, the loss would be recognized in earnings if we intend, or more likely than not will be required, to sell the security prior to recovery. For debt securities in which we have the intent and ability to hold until maturity, losses determined to be other than temporary would remain in OCI, other than expected credit losses which are recognized in earnings. We consider many factors in determining whether a loss is temporary, including the length of time and extent to which the fair value has been below cost, the financial condition and near-term prospects of the issuer and our ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery. We recognized no other than temporary impairment in earnings for the three months ended December 27, 2014 and $6 million for the three months ended December 28, 2013, which was recorded in the Consolidated Condensed Statements of Income in Other, net. No other than temporary losses were deferred in OCI as of December 27, 2014, and September 27, 2014.
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. We did not have any significant measurements of assets or liabilities at fair value on a nonrecurring basis subsequent to their initial recognition during the three months ended December 27, 2014 and December 28, 2013.
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):
 
December 27, 2014
 
September 27, 2014
 
Fair Value
 
Carrying Value
 
Fair Value
 
Carrying Value
Total Debt
$
7,815

 
$
7,527

 
$
8,347

 
$
8,178



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Table of Contents

NOTE 13: PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS
The components of the net periodic cost for the pension and postretirement benefit plans for the three months ended December 27, 2014 and December 28, 2013 are as follows (in millions):
 
Pension Plans
 
Three Months Ended
 
December 27, 2014
 
December 28, 2013
 
 
 
 
Service cost
$
4

 
$
2

Interest cost
21

 
2

Expected return on plan assets
(25
)
 
(1
)
Amortization of:

 

   Net actuarial loss
1

 
1

Settlement loss
8

 

Net periodic cost
$
9

 
$
4


 
Postretirement Benefit Plans
 
Three Months Ended
 
December 27, 2014
 
December 28, 2013
 
 
 
 
Service cost
$
1

 
$

Interest cost
2

 
1

Net periodic cost
$
3

 
$
1

We contributed $3 million and $2 million to our pension plans for the three months ended December 27, 2014 and December 28, 2013, respectively. We expect to contribute an additional $11 million during the remainder of fiscal 2015. The amount of contributions made to pension plans in any year is dependent upon a number of factors including minimum funding requirements in the jurisdictions in which we operate. As a result, the actual funding in fiscal 2015 may differ from the current estimate.
NOTE 14: 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
 
December 27, 2014
 
December 28, 2013
 
Before Tax
Tax
After Tax
 
Before Tax
Tax
After Tax
 
 
 
 
 
 
 
 
Derivatives accounted for as cash flow hedges:
 
 
 
 
 
 
 
(Gain) loss reclassified to Cost of Sales
$
3

$
(2
)
$
1

 
$

$

$

Unrealized gain (loss)



 
(3
)
1

(2
)
 
 
 
 
 
 
 
 
Investments:
 
 
 
 
 
 
 
(Gain) loss reclassified to Other Income/Expense



 
6

(2
)
4

Unrealized gain (loss)
15

(6
)
9

 
(1
)

(1
)
 
 
 
 
 
 
 
 
Currency translation:
 
 
 
 
 
 
 
Translation loss reclassified to Cost of Sales (a)
37

(1
)
36

 



Translation adjustment
(37
)
7

(30
)
 
(11
)

(11
)
 
 
 
 
 
 
 
 
Postretirement benefits
9

(2
)
7

 
1

1

2

Total Other Comprehensive Income (Loss)
$
27

$
(4
)
$
23

 
$
(8
)
$

$
(8
)

(a) Translation loss reclassified to Cost of Sales related to disposition of a foreign operation, which is further described in Note 2: Acquisitions and Dispositions.

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NOTE 15: 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.
In fiscal 2014, we acquired Hillshire Brands, a manufacturer and marketer of branded, convenient foods which includes brands such as Jimmy Dean®, Ball Park®, Hillshire Farm®, State Fair®, Van's®, Sara Lee® frozen bakery and Chef Pierre® pies as well as artisanal brands Aidells®, Gallo Salame®, and Golden Island® premium jerky. Hillshire Brands' results from operations for the first quarter of fiscal 2015 are included in the Prepared Foods segment.
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.
In fiscal 2014, we announced our plan to sell our Brazil and Mexico operations, part of our International segment, to JBS for $575 million in cash, subject to certain adjustments. As further described in Note 2: Acquisitions and Dispositions, we sold our Brazil operations in the first quarter of fiscal 2015. The sale of our Mexico operation is pending the necessary government approvals and is expected to close in the second quarter of fiscal 2015.

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Table of Contents

The results from Dynamic Fuels are included in Other in fiscal 2014. We allocate expenses related to corporate activities to the segments, except for third-party acquisition and integration costs which are included in Other of $15 million.
Information on segments and a reconciliation to income before income taxes are as follows (in millions): 
 
Three Months Ended
 
December 27, 2014
 
December 28, 2013
Sales:
 
 
 
Chicken
$
2,780

 
$
2,656

Beef
4,391

 
3,734

Pork
1,540

 
1,424

Prepared Foods
2,133

 
907

International
305

 
327

Other

 

Intersegment Sales
(332
)
 
(287
)
Total Sales
$
10,817

 
$
8,761

 
 
 
 
Operating Income (Loss):
 
 
 
Chicken
$
351

 
$
253

Beef
(6
)
 
58

Pork
122

 
121

Prepared Foods
71

 
16

International
(14
)
 
(28
)
Other
(15
)
 
(8
)
Total Operating Income
509

 
412

 
 
 
 
Total Other (Income) Expense
74


29

 
 
 
 
Income before Income Taxes
$
435

 
$
383

The Chicken segment had sales of $1 million and $2 million in the first quarter of fiscal 2015 and 2014, respectively, from transactions with other operating segments of the Company. The Beef segment had sales of $78 million and $63 million in the first quarter of fiscal 2015 and 2014, respectively, from transactions with other operating segments of the Company. The Pork segment had sales of $253 million and $222 million in the first quarter of fiscal 2015 and 2014, 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.

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Table of Contents

NOTE 16: 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 10 years, and the maximum potential amount of future payments as of December 27, 2014, was $62 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 $53 million, of which $47 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 December 27, 2014, and September 27, 2014, 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 December 27, 2014, was approximately $330 million. We had no receivables under these programs at December 27, 2014 and $4 million at September 27, 2014. These receivables 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 no allowance for these programs’ estimated uncollectible receivables at December 27, 2014, and September 27, 2014.
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.
There are seven pending lawsuits involving our beef, pork and prepared foods plants, in which certain present and past employees allege that we failed to compensate them for the time it takes to engage in pre- and post-shift activities, such as changing into and out of protective and sanitary clothing and walking to and from the changing area, work areas and break areas in violation of the Fair Labor Standards Act and various state laws. The plaintiffs seek back wages, liquidated damages, pre- and post-judgment interest, attorneys’ fees and costs. Each case is proceeding in its jurisdiction.
Garcia, et al. v. Tyson Foods, Inc., Tyson Fresh Meats, Inc., D. Kansas, May 15, 2006 - After a trial involving 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. The appellate court affirmed the jury verdict and judgment and subsequently denied our petition for rehearing. We subsequently paid the judgment.
Bouaphakeo (f/k/a Sharp), et al. v. Tyson Foods, Inc., N.D. Iowa, February 6, 2007 - A jury trial was held involving our Storm Lake, Iowa pork plant which resulted in a jury verdict in favor of the plaintiffs for violations of federal and state laws for pre- and post-shift work activities. The trial court also awarded the plaintiffs liquidated damages, resulting in total damages awarded in the amount of $5,784,758. The plaintiffs' counsel has also filed an application for attorneys' fees and expenses in the amount of $2,692,145. We appealed the jury's verdict and trial court's award to the Eighth Circuit Court of Appeals. The appellate court affirmed the jury verdict and judgment on August 25, 2014, and we filed a petition for rehearing on September 22, 2014, which was denied.

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Table of Contents

Acosta, et al. v Tyson Foods, Inc. dba Tyson Fresh Meats, Inc., D. Nebraska, February 29, 2008 - A bench trial was held involving 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, which represents a tripling of the plaintiffs’ alleged damages. The court denied our post-trial motions, and we appealed to the Eighth Circuit Court of Appeals. Oral argument was held before the appellate court on January 15, 2015.
Gomez, et al. v. Tyson Foods, Inc., D. Nebraska, January 16, 2008 - A jury trial involving 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. Oral argument was held before the appellate court on January 15, 2015.
Edwards, et al. v. Tyson Foods, Inc. dba Tyson Fresh Meats, Inc., S.D. Iowa, March 20, 2008 - The trial court in this case, which involves our Perry and Waterloo, Iowa pork plants, decertified the state law class and granted other pre-trial motions that resulted in judgment in our favor with respect to the plaintiffs’ claims. The plaintiffs have filed a motion to modify this judgment.
Abdiaziz, et al. v. Tyson Foods, Inc., Tyson Fresh Meats, Inc., D. Kansas, September 30, 2011 - This case involves our Emporia, Kansas beef plant, and was bifurcated from the case involving our Garden City, Kansas beef plant. It is presently stayed.
Murray, et al. v. Tyson Foods, Inc., C.D. Illinois, January 2, 2008; and DeVoss v. Tyson Foods, Inc. d.b.a. Tyson Fresh Meats, C.D. Illinois, March 2, 2011 - These cases involve our Joslin, Illinois beef plant and are in their preliminary stages.
Dozier, Southerland, et al. v. Hillshire Brands, Co., Inc. E.D. North Carolina, September 2, 2014 - This case involves our Tarboro, N.C. prepared foods plant and is in its preliminary stages.
Our subsidiary, The Hillshire Brands Company (formerly named Sara Lee Corporation), is a party to a consolidation of cases filed by individual complainants with the Republic of the Philippines, Department of Labor and Employment and the National Labor Relations Commission (NLRC) from 1998 through July 1999. The complaint is filed against Aris Philippines, Inc., Sara Lee Corporation, Sara Lee Philippines, Inc., Fashion Accessories Philippines, Inc., and Attorney Cesar C. Cruz (collectively, the “respondents”). The complaint primarily alleges unfair labor practices due to the termination of manufacturing operations in the Philippines by Aris Philippines, Inc., a former subsidiary of The Hillshire Brands Company. In 2006, the arbitrator ruled against the respondents and awarded the complainants PHP3,453,664,710 (approximately US$76 million) in damages and fees. The respondents appealed this ruling and it was subsequently set aside by the NLRC in December 2006. However, in a decision dated June 4, 2014, the Supreme Court of the Philippines set aside the NLRC’s December 2006 ruling as premature. The parties have filed numerous appeals, motions for reconsideration and petitions for review in these cases as to the merits of complainants’ claims and the appropriate amount of an appeal bond to be posted by the respondents. Certain of these appeals and motions remain pending before the NLRC and Supreme Court of the Philippines. On June 23, 2014, without admitting liability, The Hillshire Brands Company filed a motion requesting that the Supreme Court of the Philippines order dismissal with prejudice of all claims against it and its predecessors-in-interest in exchange for payments allocated by the court among the complainants in an amount not to exceed PHP342,287,800 (approximately US$7 million).
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 $1.25 billion revolving credit facility and (ii) the 2016 Notes, at which time TFM Parent's guarantee of the 2019, 2022, 2024, 2034 and 2044 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.

25

Table of Contents

 
 
 
 
 
 
 
 
 
 
Condensed Consolidating Statement of Income and Comprehensive Income for the three months ended December 27, 2014
 
in millions

 
TFI
Parent
 
TFM
Parent
 
Non-
Guarantors
 
Eliminations
 
Total
Sales
$
228

 
$
5,809

 
$
5,325

 
$
(545
)
 
$
10,817

Cost of Sales
19

 
5,662

 
4,722

 
(542
)
 
9,861

Gross Profit
209

 
147

 
603

 
(3
)
 
956

Selling, General and Administrative
34

 
61

 
355

 
(3
)
 
447

Operating Income
175

 
86

 
248

 

 
509

Other (Income) Expense:
 
 
 
 
 
 
 
 
 
Interest expense, net
69

 

 
6

 

 
75

Other, net
(1
)
 

 

 

 
(1
)
Equity in net earnings of subsidiaries
(237
)
 
(38
)
 

 
275

 

Total Other (Income) Expense
(169
)
 
(38
)
 
6

 
275

 
74

Income (Loss) before Income Taxes
344

 
124

 
242

 
(275
)
 
435

Income Tax (Benefit) Expense
35

 
30

 
60

 

 
125

Net Income
309

 
94

 
182

 
(275
)
 
310

Less: Net Income (Loss) Attributable to Noncontrolling Interest

 

 
1

 

 
1

Net Income Attributable to Tyson
$
309

 
$
94

 
$
181

 
$
(275
)
 
$
309

 
 
 
 
 
 
 
 
 
 
Comprehensive Income (Loss)
332

 
104

 
186

 
(289
)
 
333

Less: Comprehensive Income (Loss) Attributable to Noncontrolling Interest

 

 
1

 

 
1

Comprehensive Income (Loss) Attributable to Tyson
$
332

 
$
104

 
$
185

 
$
(289
)
 
$
332

 
 
 
 
 
 
 
 
 
 
 
Condensed Consolidating Statement of Income and Comprehensive Income for the three months ended December 28, 2013
 
in millions

 
TFI
Parent
 
TFM
Parent
 
Non-
Guarantors
 
Eliminations
 
Total
Sales
$
167

 
$
5,048

 
$
3,987

 
$
(441
)
 
$
8,761

Cost of Sales
17

 
4,826

 
3,674

 
(441
)
 
8,076

Gross Profit
150

 
222

 
313

 

 
685

Selling, General and Administrative
23

 
55

 
195

 

 
273

Operating Income
127

 
167

 
118

 

 
412

Other (Income) Expense:
 
 
 
 
 
 
 
 
 
Interest expense, net
5

 
15

 
6

 

 
26

Other, net
6

 
(1
)
 
(2
)
 

 
3

Equity in net earnings of subsidiaries
(175
)
 
(6
)
 

 
181

 

Total Other (Income) Expense
(164
)
 
8

 
4

 
181

 
29

Income (Loss) before Income Taxes
291

 
159

 
114

 
(181
)
 
383

Income Tax (Benefit) Expense
37

 
52

 
42

 

 
131

Net Income
254

 
107

 
72

 
(181
)
 
252

Less: Net Income (Loss) Attributable to Noncontrolling Interest

 

 
(2
)
 

 
(2
)
Net Income Attributable to Tyson
$
254

 
$
107

 
$
74

 
$
(181
)
 
$
254

 
 
 
 
 
 
 
 
 
 
Comprehensive Income (Loss)
244

 
102

 
63

 
(165
)
 
244

Less: Comprehensive Income (Loss) Attributable to Noncontrolling Interest

 

 
(2
)
 

 
(2
)
Comprehensive Income (Loss) Attributable to Tyson
$
244

 
$
102

 
$
65

 
$
(165
)
 
$
246

 

26

Table of Contents

Condensed Consolidating Balance Sheet as of December 27, 2014
 
in millions

 
TFI
Parent
 
TFM
Parent
 
Non-
Guarantors
 
Eliminations
 
Total
Assets
 
 
 
 
 
 
 
 
 
Current Assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$

 
$
12

 
$
369

 
$

 
$
381

Accounts receivable, net
1

 
724

 
1,052

 

 
1,777

Inventories

 
1,312

 
1,880

 

 
3,192

Other current assets
43

 
67

 
301

 
(36
)
 
375

Assets held for sale
3

 

 
210

 

 
213

Total Current Assets
47

 
2,115

 
3,812

 
(36
)
 
5,938

Net Property, Plant and Equipment
28

 
948

 
4,235