XFRA:TF7A Tyson Foods Inc Class A Quarterly Report 10-Q Filing - 6/30/2012

Effective Date 6/30/2012

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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 30, 2012
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 June 30, 2012.
Class
 
Outstanding Shares
Class A Common Stock, $0.10 Par Value (Class A stock)
 
291,923,813

Class B Common Stock, $0.10 Par Value (Class B stock)
 
70,015,755




TYSON FOODS, INC.
INDEX
 
 


2


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 30, 2012
 
July 2, 2011
 
June 30, 2012
 
July 2, 2011
Sales
$
8,308

 
$
8,247

 
$
24,905

 
$
23,862

Cost of Sales
7,746

 
7,716

 
23,315

 
22,054

Gross Profit
562

 
531

 
1,590

 
1,808

Selling, General and Administrative
226

 
219

 
674

 
695

Operating Income
336

 
312

 
916

 
1,113

Other (Income) Expense:
 
 
 
 
 
 
 
Interest income
(2
)
 
(2
)
 
(9
)
 
(8
)
Interest expense
215

 
58

 
316

 
187

Other, net
(3
)
 
(7
)
 
(17
)
 
(15
)
Total Other (Income) Expense
210

 
49

 
290

 
164

Income before Income Taxes
126

 
263

 
626

 
949

Income Tax Expense
53

 
75

 
231

 
311

Net Income
73

 
188

 
395

 
638

Less: Net Loss Attributable to Noncontrolling Interest
(3
)
 
(8
)
 
(3
)
 
(15
)
Net Income Attributable to Tyson
$
76

 
$
196

 
$
398

 
$
653

Weighted Average Shares Outstanding:
 
 
 
 
 
 
 
Class A Basic
291

 
304

 
294

 
305

Class B Basic
70

 
70

 
70

 
70

Diluted
369

 
383

 
373

 
382

Net Income Per Share Attributable to Tyson:
 
 
 
 
 
 
 
Class A Basic
$
0.21

 
$
0.53

 
$
1.11

 
$
1.77

Class B Basic
$
0.19

 
$
0.48

 
$
1.00

 
$
1.60

Diluted
$
0.21

 
$
0.51

 
$
1.07

 
$
1.71

Cash Dividends Per Share:
 
 
 
 
 
 
 
Class A
$
0.040

 
$
0.040

 
$
0.120

 
$
0.120

Class B
$
0.036

 
$
0.036

 
$
0.108

 
$
0.108

See accompanying Notes to Consolidated Condensed Financial Statements.


3


TYSON FOODS, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(In millions, except share and per share data)
(Unaudited) 
 
June 30, 2012
 
October 1, 2011
Assets
 
 
 
Current Assets:
 
 
 
Cash and cash equivalents
$
828

 
$
716

Accounts receivable, net
1,350

 
1,321

Inventories
2,672

 
2,587

Other current assets
155

 
156

Total Current Assets
5,005

 
4,780

Net Property, Plant and Equipment
3,992

 
3,823

Goodwill
1,891

 
1,892

Intangible Assets
136

 
149

Other Assets
437

 
427

Total Assets
$
11,461

 
$
11,071

 
 
 
 
Liabilities and Shareholders’ Equity
 
 
 
Current Liabilities:
 
 
 
Current debt
$
119

 
$
70

Accounts payable
1,189

 
1,264

Other current liabilities
913

 
1,040

Total Current Liabilities
2,221

 
2,374

Long-Term Debt
2,345

 
2,112

Deferred Income Taxes
473

 
424

Other Liabilities
517

 
476

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
2,271

 
2,261

Retained earnings
4,155

 
3,801

Accumulated other comprehensive loss
(73
)
 
(79
)
Treasury stock, at cost – 30 million shares at June 30, 2012, and 22 million shares at October 1, 2011
(521
)
 
(365
)
Total Tyson Shareholders’ Equity
5,871

 
5,657

Noncontrolling Interest
34

 
28

Total Shareholders’ Equity
5,905

 
5,685

Total Liabilities and Shareholders’ Equity
$
11,461

 
$
11,071

See accompanying Notes to Consolidated Condensed Financial Statements.

4


TYSON FOODS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited) 
 
Nine Months Ended
 
June 30, 2012
 
July 2, 2011
Cash Flows From Operating Activities:
 
 
 
Net income
$
395

 
$
638

Depreciation and amortization
369

 
384

Deferred income taxes
75

 
51

Loss on early extinguishment of debt
167

 

Other, net
(1
)
 
34

Net changes in working capital
(286
)
 
(421
)
Cash Provided by Operating Activities
719

 
686

Cash Flows From Investing Activities:
 
 
 
Additions to property, plant and equipment
(530
)
 
(469
)
Purchases of marketable securities
(45
)
 
(121
)
Proceeds from sale of marketable securities
36

 
42

Proceeds from notes receivable

 
51

Other, net
19

 
26

Cash Used for Investing Activities
(520
)
 
(471
)
Cash Flows From Financing Activities:
 
 
 
Payments on debt
(919
)
 
(197
)
Net proceeds from borrowings
1,082

 
83

Purchases of Tyson Class A common stock
(209
)
 
(110
)
Dividends
(44
)
 
(45
)
Other, net
6

 
52

Cash Used for Financing Activities
(84
)
 
(217
)
Effect of Exchange Rate Change on Cash
(3
)
 
5

Increase in Cash and Cash Equivalents
112

 
3

Cash and Cash Equivalents at Beginning of Year
716

 
978

Cash and Cash Equivalents at End of Period
$
828

 
$
981

See accompanying Notes to Consolidated Condensed Financial Statements.


5


TYSON FOODS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1: ACCOUNTING POLICIES
BASIS OF PRESENTATION
The consolidated condensed financial statements 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. 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 October 1, 2011. Preparation of consolidated condensed financial statements requires us to make estimates and assumptions. These estimates and assumptions 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 30, 2012, and the results of operations for the three and nine months ended June 30, 2012, and July 2, 2011, and cash flows for the nine months ended June 30, 2012 and July 2, 2011. 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 are the primary beneficiary. All significant intercompany accounts and transactions have been eliminated in consolidation.
We have an investment in a joint venture, Dynamic Fuels LLC (Dynamic Fuels), in which we have a 50 percent ownership interest. Dynamic Fuels qualifies as a variable interest entity for which we consolidate as we are the primary beneficiary. At June 30, 2012, Dynamic Fuels had $181 million of total assets, of which $147 million was net property, plant and equipment, and $119 million of total liabilities, of which $100 million was long-term debt. At October 1, 2011, Dynamic Fuels had $170 million of total assets, of which $144 million was net property, plant and equipment, and $116 million of total liabilities, of which $100 million was long-term debt.
SHARE REPURCHASES
A summary of cumulative share repurchases of our Class A common stock is as follows (in millions):
 
 
Three Months Ended
 
Nine Months Ended
 
 
June 30, 2012
 
July 2, 2011
 
June 30, 2012
 
July 2, 2011
 
 
Shares
 
Dollars
 
Shares
 
Dollars
 
Shares
 
Dollars
 
Shares
 
Dollars
Shares repurchased:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Under share repurchase program
 
3.9

 
$
75

 
4.4

 
$
80

 
9.3

 
$
180

 
4.4

 
$
80

To fund certain obligations under equity compensation plans
 
0.4

 
6

 
0.5

 
9

 
1.6

 
29

 
1.7

 
30

Total share repurchases
 
4.3

 
$
81

 
4.9

 
$
89

 
10.9

 
$
209

 
6.1

 
$
110

In May 2012, our Board of Directors approved an increase of 35 million shares authorized for repurchase under our share repurchase program. As of of June 30, 2012, 38.4 million shares remained available for repurchase. The share repurchase program has no fixed or scheduled termination date and the timing and extent to which we repurchase shares will depend upon, among other things, markets, industry conditions, liquidity targets, limitations under our debt obligations and regulatory requirements.
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
In May 2011, the FASB clarified the guidance around fair value measurements and disclosures. This guidance is effective for interim and annual periods beginning after December 15, 2011. We adopted this guidance in the second quarter of fiscal year 2012. The adoption did not have a significant impact on our consolidated condensed financial statements.



6


RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 2011, the FASB issued guidance regarding the presentation of comprehensive income. This guidance is effective for annual periods, and interim periods within those years, beginning after December 15, 2011. We anticipate we will adopt this guidance in the first quarter of fiscal year 2013. Upon adoption, we will be required to present comprehensive income as part of our consolidated condensed statements of income, or in a separate financial statement. Currently, we present such information in our notes to the consolidated condensed financial statements. Other than changing the presentation of comprehensive income, we do not expect the adoption will have a significant impact on our consolidated condensed financial statements.
In September 2011, the FASB issued guidance amending the way companies test for goodwill impairment, allowing the option to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative impairment test. This guidance is effective for interim and annual periods beginning after December 15, 2011, with early adoption permitted. We will adopt the guidance in connection with our annual goodwill impairment test in the fourth quarter of fiscal 2012. We do not expect the adoption will have a significant impact on our consolidated condensed financial statements.
In December 2011, the 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 do not expect the adoption will have a significant impact on our consolidated condensed financial statements.
In July 2012, the FASB issued guidance amending the way companies test for indefinite-lived intangible asset impairment, allowing the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative impairment test. This guidance is effective for interim and annual periods beginning after September 15, 2012, with early adoption permitted. We will adopt the guidance in connection with our annual indefinite-lived intangible assets impairment test in the fourth quarter of fiscal 2012. We do not expect the adoption will have a significant impact on our consolidated condensed financial statements.
NOTE 2: 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 30, 2012
 
October 1, 2011
Processed products:
 
 
 
Weighted-average method – chicken and prepared foods
$
746

 
$
715

First-in, first-out method – beef and pork
629

 
581

Livestock – first-in, first-out method
917

 
928

Supplies and other – weighted-average method
380

 
363

Total inventories
$
2,672

 
$
2,587

NOTE 3: PROPERTY, PLANT AND EQUIPMENT
The major categories of property, plant and equipment and accumulated depreciation are as follows (in millions): 
 
June 30, 2012
 
October 1, 2011
Land
$
98

 
$
95

Buildings and leasehold improvements
2,786

 
2,698

Machinery and equipment
5,020

 
4,897

Land improvements and other
399

 
386

Buildings and equipment under construction
501

 
446

 
8,804

 
8,522

Less accumulated depreciation
4,812

 
4,699

Net property, plant and equipment
$
3,992

 
$
3,823


7


NOTE 4: OTHER CURRENT LIABILITIES
Other current liabilities are as follows (in millions):
 
June 30, 2012
 
October 1, 2011
Accrued salaries, wages and benefits
$
362

 
$
407

Self-insurance reserves
285

 
298

Other
266

 
335

Total other current liabilities
$
913

 
$
1,040

NOTE 5: DEBT
The major components of debt are as follows (in millions):
 
 
June 30, 2012
 
October 1, 2011
Revolving credit facility
$

 
$

Senior notes:
 
 
 
3.25% Convertible senior notes due October 2013 (2013 Notes)
458

 
458

10.50% Senior notes due March 2014 (2014 Notes)
20

 
810

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

 

7.00% Notes due January 2028
18

 
18

Discount on senior notes
(33
)
 
(76
)
GO Zone tax-exempt bonds due October 2033 (0.18% at 6/30/2012)
100

 
100

Other
143

 
114

Total debt
2,464

 
2,182

Less current debt
119

 
70

Total long-term debt
$
2,345

 
$
2,112

Revolving Credit Facility
We have a $1.0 billion revolving credit facility that supports short-term funding needs and letters of credit. This facility is fully and unconditionally guaranteed by substantially all of our domestic subsidiaries. The facility will mature and the commitments thereunder will terminate in February 2016.
After reducing the amount available by outstanding letters of credit issued under this facility, the amount available for borrowing under this facility at June 30, 2012, was $961 million. At June 30, 2012, we had outstanding letters of credit issued under this facility totaling $39 million, none of which were drawn upon. We had an additional $150 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.
2013 Notes
In September 2008, we issued $458 million principal amount 3.25% convertible senior unsecured notes due October 15, 2013, with interest payable semi-annually in arrears on April 15 and October 15. The conversion rate initially is 59.1935 shares of Class A stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of $16.89 per share of Class A stock. The 2013 Notes may be converted before the close of business on July 12, 2013, only under the following circumstances:
during any fiscal quarter after December 27, 2008, if the last reported sale price of our Class A stock for at least 20 trading days during a period of 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter is at least 130% of the applicable conversion price on each applicable trading day (which would currently require our shares to trade at or above $21.96); or
during the five business days after any 10 consecutive trading days (measurement period) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our Class A stock and the applicable conversion rate on each such day; or
upon the occurrence of specified corporate events as defined in the supplemental indenture.

8


On and after July 15, 2013, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their notes at any time, regardless of the foregoing circumstances. Upon conversion, we will deliver cash up to the aggregate principal amount of the 2013 Notes to be converted and shares of our Class A stock in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of the 2013 Notes being converted. As of June 30, 2012, none of the conditions permitting conversion of the 2013 Notes had been satisfied.
The 2013 Notes were originally accounted for as a combined instrument because the conversion feature did not meet the requirements to be accounted for separately as a derivative financial instrument. However, we adopted new accounting guidance in the first quarter of fiscal 2010 and applied it retrospectively to all periods presented. This new accounting guidance required us to separately account for the liability and equity conversion features. Upon retrospective adoption, our effective interest rate on the 2013 Notes was determined to be 8.26%, which resulted in the recognition of a $92 million discount to these notes with the offsetting after tax amount of $56 million recorded to capital in excess of par value. This discount is being accreted over the five-year term of the convertible notes at the effective interest rate.
In connection with the issuance of the 2013 Notes, we entered into separate convertible note hedge transactions with respect to our Class A stock to minimize the potential economic dilution upon conversion of the 2013 Notes. We also entered into separate warrant transactions. We recorded the purchase of the note hedge transactions as a reduction to capital in excess of par value, net of $36 million pertaining to the related deferred tax asset, and we recorded the proceeds of the warrant transactions as an increase to capital in excess of par value. Subsequent changes in fair value of these instruments are not recognized in the financial statements as long as the instruments continue to meet the criteria for equity classification.
We purchased call options in private transactions for $94 million that permit us to acquire up to approximately 27 million shares of our Class A stock at an initial strike price of $16.89 per share, subject to adjustment. The call options allow us to acquire a number of shares of our Class A stock initially equal to the number of shares of Class A stock issuable to the holders of the 2013 Notes upon conversion. These call options will terminate upon the maturity of the 2013 Notes.
We sold warrants in private transactions for total proceeds of $44 million. The warrants permit the purchasers to acquire up to approximately 27 million shares of our Class A stock at an initial exercise price of $22.31 per share, subject to adjustment. The warrants are exercisable on various dates from January 2014 through March 2014.
The maximum amount of shares that may be issued to satisfy the conversion of the 2013 Notes is limited to 35.9 million shares. However, the convertible note hedge and warrant transactions, in effect, increase the initial conversion price of the 2013 Notes from $16.89 per share to $22.31 per share, thus reducing the potential future economic dilution associated with conversion of the 2013 Notes. If our share price is below $22.31 upon conversion of the 2013 Notes, there is no economic net share impact. Upon conversion, a 10% increase in our share price above the $22.31 conversion price would result in the issuance of 2.5 million incremental shares. The 2013 Notes and the warrants could have a dilutive effect on our earnings per share to the extent the price of our Class A stock during a given measurement period exceeds the respective exercise prices of those instruments. The call options are excluded from the calculation of diluted earnings per share as their impact is anti-dilutive.
2014 Notes
In June 2012, we commenced a cash tender offer to purchase any and all of the outstanding 2014 Notes. Upon completion of the tender offer, we repurchased $790 million principal amount of the 2014 Notes. We incurred a loss of $167 million related to the early extinguishment of the 2014 Notes, which was recorded in Interest expense in the Consolidated Condensed Statements of Income for the three and nine months ended June 30, 2012.
Subsequent to the settlement of the tender offer, we called for redemption the remaining aggregate principal amount of the 2014 Notes not validly tendered or otherwise repurchased. In July 2012, we redeemed all of the remaining 2014 Notes.
2016 Notes
The 2016 Notes carried an interest rate at issuance of 6.60%, with an interest step up feature dependent on their credit rating. On February 24, 2011, Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc. (S&P), upgraded the credit rating of these notes from “BB+” to “BBB-.” On March 29, 2011, Moody’s Investors Service, Inc. (Moody’s) upgraded the credit rating of these notes from “Ba2” to “Ba1." These upgrades decreased the interest rate on the 2016 Notes from 7.35% to 6.85%, effective beginning with the six-month interest payment due April 1, 2011.
On June 7, 2012, Moody's upgraded the credit rating of these 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.



9


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. We used the net proceeds towards the repurchase and redemption of the 2014 Notes, including the payments of accrued interest and related premiums, and general corporate purposes.
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. These floating rate bonds are due October 1, 2033. In November 2008, we entered into an interest rate swap related to these bonds to mitigate our interest rate risk on a portion of the bonds for five years. We also issued a letter of credit as a guarantee for the entire bond issuance.
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; pay dividends or make other payments in respect of our capital stock; amend material documents; change the nature of our business; make certain payments of debt; engage in certain transactions with affiliates; and enter into sale/leaseback or 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 30, 2012.
NOTE 6: INCOME TAXES
The effective tax rate was 42.4% and 28.7% for the third quarter of fiscal years 2012 and 2011, respectively. The effective tax rate was 36.9% and 32.8% for the nine months of fiscal years 2012 and 2011, respectively. The effective tax rate for the third quarter and nine months of fiscal 2012 was impacted by such items as the domestic production deduction, state income taxes and losses in foreign jurisdictions and related valuation allowances.
Unrecognized tax benefits were $175 million and $174 million at June 30, 2012, and October 1, 2011, respectively. The amount of unrecognized tax benefits, if recognized, that would impact our effective tax rate was $157 million and $155 million at June 30, 2012, and October 1, 2011, respectively.
We classify interest and penalties on unrecognized tax benefits as income tax expense. At June 30, 2012, and October 1, 2011, before tax benefits, we had $59 million and $58 million, respectively, of accrued interest and penalties on unrecognized tax benefits.
We are subject to income tax examinations for U.S. federal income taxes for fiscal years 2003 through 2011, and for foreign, state and local income taxes for fiscal years 2001 through 2011. During the next twelve months, it is reasonably possible the amount of unrecognized tax benefits could change by approximately $10 million due to audit settlements and the expiration of statutes of limitations in various jurisdictions.
NOTE 7: OTHER INCOME AND CHARGES
During the nine months of fiscal 2012, we recorded $11 million of equity earnings in joint ventures and $4 million in net foreign currency exchange gains, which were recorded in the Consolidated Condensed Statements of Income in Other, net.
During the nine months of fiscal 2011, we recorded an $11 million gain related to a sale of interests in an equity method investment. This gain was recorded in the Consolidated Condensed Statements of Income in Other, net.

10


NOTE 8: 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 30, 2012
 
July 2, 2011
 
June 30, 2012
 
July 2, 2011
Numerator:
 
 
 
 
 
 
 
Net income
$
73

 
$
188

 
$
395

 
$
638

Less: Net loss attributable to noncontrolling interest
(3
)
 
(8
)
 
(3
)
 
(15
)
Net income attributable to Tyson
76

 
196

 
398

 
653

Less Dividends:
 
 
 
 
 
 
 
Class A ($0.040/share/quarter)
12

 
12

 
36

 
37

Class B ($0.036/share/quarter)
3

 
3

 
8

 
8

Undistributed earnings
$
61

 
$
181

 
$
354

 
$
608

 
 
 
 
 
 
 
 
Class A undistributed earnings
$
50

 
$
150

 
$
292

 
$
504

Class B undistributed earnings
11

 
31

 
62

 
104

Total undistributed earnings
$
61

 
$
181

 
$
354

 
$
608

Denominator:
 
 
 
 
 
 
 
Denominator for basic earnings per share:
 
 
 
 
 
 
 
Class A weighted average shares
291

 
304

 
294

 
305

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
5

 
6

 
5

 
6

Convertible 2013 Notes
3

 
3

 
4

 
1

Denominator for diluted earnings per share – adjusted weighted average shares and assumed conversions
369

 
383

 
373

 
382

Net Income Per Share Attributable to Tyson:
 
 
 
 
 
 
 
Class A Basic
$
0.21

 
$
0.53

 
$
1.11

 
$
1.77

Class B Basic
$
0.19

 
$
0.48

 
$
1.00

 
$
1.60

Diluted
$
0.21

 
$
0.51

 
$
1.07

 
$
1.71

Approximately 4 million of our stock-based compensation shares were antidilutive for both the three and nine months ended June 30, 2012, and approximately 4 million of our stock-based compensation shares were antidilutive for both the three and nine months ended July 2, 2011. These shares were not included in the dilutive earnings per share calculation.
We have two classes of capital stock, Class A stock and Class B stock. Cash dividends cannot be paid to holders of Class B stock unless they are simultaneously paid to holders of Class A stock. The per share amount of cash dividends paid to holders of Class B stock cannot exceed 90% of the cash dividends paid to holders of Class A stock.
We allocate undistributed earnings based upon a 1 to 0.9 ratio per share to Class A stock and Class B stock, respectively. We allocate undistributed earnings based on this ratio due to historical dividend patterns, voting control of Class B shareholders and contractual limitations of dividends to Class B stock.
NOTE 9: 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.

11


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 30, 2012.
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., fair value hedge, cash flow hedge, or hedge of a net investment in a foreign operation). 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 and option 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 forecasted purchases (i.e., livestock).
Net Investment Hedges – include certain foreign currency forward contracts of permanently invested capital in certain foreign subsidiaries.
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 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 30, 2012, and July 2, 2011.
We had the following aggregated notionals of outstanding forward and option contracts accounted for as cash flow hedges (in millions, except soy meal tons): 
 
Metric
 
June 30, 2012
 
October 1, 2011
Commodity:
 
 
 
 
 
Corn
Bushels
 
7

 
6

Soy meal
Tons
 
53,800

 
82,300

Foreign Currency
United States dollar
 
$
96

 
$
75

As of June 30, 2012, the net amounts expected to be reclassified into earnings within the next 12 months are pretax gains of $7 million related to grain. Pretax losses expected to be reclassified into earnings within the next 12 months related to foreign currency are not significant as of June 30, 2012. During the three and nine months ended June 30, 2012, and July 2, 2011, 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.

12


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 30,
2012
 
July 2,
2011
 
 
 
June 30,
2012
 
July 2,
2011
Cash Flow Hedge – Derivatives designated as hedging instruments:
 
 
 
 
 
 
 
 
 
Commodity contracts
$
7

 
$
(23
)
 
Cost of Sales
 
$
1

 
$
5

Foreign exchange contracts
1

 
(1
)
 
Other Income/Expense
 
(1
)
 

Total
$
8

 
$
(24
)
 
 
 
$

 
$
5


 
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 30,
2012
 
July 2,
2011
 
 
 
June 30,
2012
 
July 2,
2011
Cash Flow Hedge – Derivatives designated as hedging instruments:
 
 
 
 
 
 
 
 
 
Commodity contracts
$
13

 
$
5

 
Cost of Sales
 
$
(15
)
 
$
31

Foreign exchange contracts
(6
)
 
(1
)
 
Other Income/Expense
 
4

 

Total
$
7

 
$
4

 
 
 
$
(11
)
 
$
31

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 notionals of outstanding forward contracts entered into to hedge forecasted commodity purchases which are accounted for as a fair value hedge (in millions): 
 
Metric
 
June 30, 2012
 
October 1, 2011
Commodity:
 
 
 
 
 
Live Cattle
Pounds
 
445

 
318

Lean Hogs
Pounds
 
567

 
601

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
 
 
June 30,
2012
 
July 2,
2011
 
June 30,
2012
 
July 2,
2011
Gain/(Loss) on forwards
Cost of Sales
 
$
32

 
$
(19
)
 
$
32

 
$
(63
)
Gain/(Loss) on purchase contract
Cost of Sales
 
(32
)
 
19

 
(32
)
 
63

Ineffectiveness related to our fair value hedges was not significant for the three and nine months ended June 30, 2012, and July 2, 2011.

13


Foreign net investment hedges
We utilize forward foreign exchange contracts to protect the value of our net investments in certain foreign subsidiaries. For derivative instruments that are designated and qualify as a hedge of a net investment in a foreign currency, the gain or loss is reported in OCI as part of the cumulative translation adjustment to the extent it is effective, with the related amounts due to or from counterparties included in other liabilities or other assets. We utilize the forward-rate method of assessing hedge effectiveness. Any ineffective portions of net investment hedges are recognized in the Consolidated Condensed Statements of Income during the period of change. Ineffectiveness related to our foreign net investment hedges was not significant for the three and nine months ended June 30, 2012, and July 2, 2011. At June 30, 2012, and October 1, 2011, we had $27 million and $35 million aggregate outstanding notionals related to our forward foreign currency contracts accounted for as foreign net investment hedges.
The following table sets forth the pretax impact of these 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 30,
2012
 
July 2,
2011
 
 
 
June 30,
2012
 
July 2,
2011
Net Investment Hedge – Derivatives designated as hedging instruments:
 
 
 
 
 
 
 
 
 
Foreign exchange contracts
$
1

 
$
(1
)
 
Other Income/Expense
 
$

 
$


 
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 30,
2012
 
July 2,
2011
 
 
 
June 30,
2012
 
July 2,
2011
Net Investment Hedge – Derivatives designated as hedging instruments:
 
 
 
 
 
 
 
 
 
Foreign exchange contracts
$
(1
)
 
$
(4
)
 
Other Income/Expense
 
$

 
$

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 and energy, foreign currency risk and interest rate 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, energy and livestock 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 sale in the future 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 option and future positions to mitigate a portion of this risk. Changes in market value of the open livestock 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 currently impacts earnings.
The objective of our undesignated interest rate swap is to manage interest rate risk exposure on a floating-rate bond. Our interest rate swap agreement effectively modifies our exposure to interest rate risk by converting a portion of the floating-rate bond to a fixed rate basis for the first five years, thus reducing the impact of the interest-rate changes on future interest expense. This interest rate swap does not qualify for hedge treatment due to differences in the underlying bond and swap contract interest-rate indices.

14


We had the following aggregate outstanding notionals related to our undesignated positions (in millions, except soy meal tons) : 
 
Metric
 
June 30, 2012
 
October 1, 2011
Commodity:
 
 
 
 
 
Corn
Bushels
 
10

 
17

Soy Meal
Tons
 
16,600

 
174,600

Soy Oil
Pounds
 
8

 
13

Live Cattle
Pounds
 
8

 
72

Lean Hogs
Pounds
 
118

 
19

Foreign Currency
United States dollars
 
$
111

 
$
110

Interest Rate
Average monthly notional debt
 
$
31

 
$
39

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 30, 2012
 
July 2, 2011
 
June 30, 2012
 
July 2, 2011
Derivatives not designated as hedging instruments:
 
 
 
 
 
 
 
 
 
Commodity contracts
Sales
 
$
3

 
$
(15
)
 
$
(6
)
 
$
16

Commodity contracts
Cost of Sales
 
(22
)
 
21

 
36

 
32

Foreign exchange contracts
Other Income/Expense
 

 
(1
)
 

 
(8
)
Total
 
 
$
(19
)
 
$
5

 
$
30

 
$
40

The following table sets forth the fair value of all derivative instruments outstanding in the Consolidated Condensed Balance Sheets (in millions):
 
Fair Value
 
June 30, 2012
 
October 1, 2011
Derivative Assets:
 
 
 
Derivatives designated as hedging instruments:
 
 
 
Commodity contracts
$
21

 
$
3

Foreign exchange contracts
3

 
12

Total derivative assets – designated
24

 
15

Derivatives not designated as hedging instruments:
 
 
 
Commodity contracts
49

 
21

Foreign exchange contracts

 
5

Total derivative assets – not designated
49

 
26

 
 
 
 
Total derivative assets
$
73

 
$
41

Derivative Liabilities:
 
 
 
Derivatives designated as hedging instruments:
 
 
 
Commodity contracts
$
4

 
$
41

Derivatives not designated as hedging instruments:
 
 
 
Commodity contracts
100

 
121

Foreign exchange contracts
1

 
1

Interest rate contracts
1

 
2

Total derivative liabilities – not designated
102

 
124

 
 
 
 
Total derivative liabilities
$
106

 
$
165

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 10: Fair Value Measurements for a reconciliation to amounts reported in the Consolidated Condensed Balance Sheets in Other current assets and Other current liabilities.

15



NOTE 10: FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy contains three levels as follows:
Level 1 — Unadjusted quoted prices available in active markets for the identical assets or liabilities at the measurement date.
Level 2 — Other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly, including:
Quoted prices for similar assets or liabilities in active markets;
Quoted prices for identical or similar assets in non-active markets;
Inputs other than quoted prices that are observable for the asset or liability; and
Inputs derived principally from or corroborated by other observable market data.
Level 3 — Unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The fair value hierarchy requires the use of observable market data when available. In instances where the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input significant to the fair value measurement in its entirety. Our assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability. The following tables set forth by level within the fair value hierarchy our financial assets and liabilities accounted for at fair value on a recurring basis according to the valuation techniques we used to determine their fair values (in millions): 
June 30, 2012
Level 1
 
Level 2
 
Level 3
 
Netting (a)
 
Total
Assets:
 
 
 
 
 
 
 
 
 
Commodity Derivatives
$

 
$
70

 
$

 
$
(68
)
 
$
2

Foreign Exchange Forward Contracts

 
3

 

 
(1
)
 
2

Available for Sale Securities:
 
 
 
 
 
 
 
 
 
Debt securities

 
28

 
82

 

 
110

Equity securities
6

 

 

 

 
6

Deferred Compensation Assets
28

 
146

 

 

 
174

Total Assets
$
34

 
$
247

 
$
82

 
$
(69
)
 
$
294

Liabilities:
 
 
 
 
 
 
 
 
 
Commodity Derivatives
$

 
$
104

 
$

 
$
(99
)
 
$
5

Foreign Exchange Forward Contracts

 
1

 

 
(1
)
 

Interest Rate Swap

 
1

 

 

 
1

Total Liabilities
$

 
$
106

 
$

 
$
(100
)
 
$
6

October 1, 2011
Level 1
 
Level 2
 
Level 3
 
Netting (a)
 
Total
Assets:
 
 
 
 
 
 
 
 
 
Commodity Derivatives
$

 
$
24

 
$

 
$
(21
)
 
$
3

Foreign Exchange Forward Contracts

 
17

 

 
(2
)
 
15

Available for Sale Securities:
 
 
 
 
 
 
 
 
 
Debt securities

 
34

 
83

 

 
117

Equity securities
7

 

 

 

 
7

Deferred Compensation Assets
28

 
122

 

 

 
150

Total Assets
$
35

 
$
197

 
$
83

 
$
(23
)
 
$
292

Liabilities:
 
 
 
 
 
 
 
 
 
Commodity Derivatives
$

 
$
162

 
$

 
$
(135
)
 
$
27

Foreign Exchange Forward Contracts

 
1

 

 
(1
)
 

Interest Rate Swap

 
2

 

 

 
2

Total Liabilities
$

 
$
165

 
$

 
$
(136
)
 
$
29


16



(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 30, 2012, and October 1, 2011, we had posted with various counterparties $31 million and $113 million, respectively, of cash collateral and held no cash collateral.
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 30, 2012
 
July 2, 2011
Balance at beginning of year
$
83

 
$
73

Total realized and unrealized gains (losses):
 
 
 
Included in earnings
1

 

Included in other comprehensive income (loss)
(1
)
 

Purchases
20

 
16

Issuances

 

Settlements
(21
)
 
(15
)
Balance at end of period
$
82

 
$
74

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 derivatives, including commodities, foreign exchange contracts and an interest rate swap, primarily include exchange-traded and over-the-counter contracts which are further described in Note 9: 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. Our interest rate swap is recorded at fair value based on quoted LIBOR swap rates 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, observable market transactions of spot currency rates and forward currency prices or observable benchmark market rates at commonly quoted intervals.

17


Available for Sale Securities: Our investments in marketable debt securities are classified as available-for-sale and are included in Other Assets in the Consolidated Condensed Balance Sheets. These investments, which are generally long-term in nature with maturities ranging up to 35 years, are reported at fair value based on pricing models and quoted market prices adjusted for credit and non-performance risk. We classify our investments in U.S. government and agency 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 and asset-backed 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. We also classify privately held redeemable preferred stock securities as Level 3 as there is limited activity or less observable inputs into valuation models, including current interest rates and credit worthiness of the underlying private issuer. Significant changes to assumptions or unobservable inputs in the valuation of our Level 3 instruments would not have a significant impact to our consolidated financial statements.
Additionally, we have eight million shares of Syntroleum Corporation common stock and 4.25 million warrants, which expire in June 2015, to purchase an equivalent amount of Syntroleum Corporation common stock at an average price of $2.87. We record the shares and warrants in Other Assets in the Consolidated Condensed Balance Sheets at fair value based on quoted market prices. We classify the shares as Level 1 as the fair value is based on unadjusted quoted prices available in active markets. We classify the warrants as Level 2 as fair value can be corroborated based on observable market data.
 
(in millions)
June 30, 2012
 
October 1, 2011
 
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
$
27

 
$
28

 
$
1

 
$
33

 
$
34

 
$
1

Corporate and Asset-Backed (a)
62

 
63

 
1

 
54

 
56

 
2

Redeemable Preferred Stock
19

 
19

 

 
27

 
27

 

Equity Securities:
 
 
 
 
 
 
 
 
 
 
 
Common Stock
9

 
6

 
(3
)
 
9

 
7

 
(2
)
 
(a)
At June 30, 2012, and October 1, 2011, the amortized cost basis for Corporate and Asset-Backed debt securities had been reduced by accumulated other than temporary impairments of $2 million and $3 million, respectively.
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 impairments in earnings for the three and nine months ending June 30, 2012, and July 2, 2011. No other than temporary losses were deferred in OCI as of June 30, 2012, and October 1, 2011.
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 assets are included in earnings.

18


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 and nine months ended June 30, 2012, and July 2, 2011.
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 30, 2012
 
October 1, 2011
 
Fair Value
 
Carrying Value
 
Fair Value
 
Carrying Value
Total Debt
$
2,595

 
$
2,464

 
$
2,334

 
$
2,182


NOTE 11: COMPREHENSIVE INCOME
The components of comprehensive income are as follows (in millions): 
 
Three Months Ended
 
Nine Months Ended
 
June 30, 2012
 
July 2, 2011
 
June 30, 2012
 
July 2, 2011
Net income
$
73

 
$
188

 
$
395

 
$
638

Other comprehensive income (loss), net of tax:
 
 
 
 
 
 
 
Net hedging unrealized (gain) loss reclassified to earnings

 
(3
)
 
7

 
(20
)
Net hedging unrealized gain (loss)
5

 
(15
)
 
4

 
(1
)
Unrealized loss on investments
(1
)
 
(4
)
 

 
(4
)
Currency translation adjustment
(38
)
 
18

 
(8
)
 
37

Postretirement benefits reserve adjustments
1

 

 
3

 
1

Total comprehensive income
40

 
184

 
401

 
651

Comprehensive loss attributable to noncontrolling interest

 
(8
)
 

 
(15
)
Total comprehensive income attributable to Tyson
$
40

 
$
192

 
$
401

 
$
666

The related tax effects allocated to the components of comprehensive income are as follows (in millions): 
 
Three Months Ended
 
Nine Months Ended
 
June 30, 2012
 
July 2, 2011
 
June 30, 2012
 
July 2, 2011
Income tax expense (benefit):
 
 
 
 
 
 
 
Net hedging unrealized (gain) loss reclassified to earnings
$

 
$
(2
)
 
$
4

 
$
(11
)
Net hedging unrealized gain (loss)
3

 
(9
)
 
3

 
5

Unrealized loss on investments
(1
)
 
(2
)
 

 
(2
)
Currency translation adjustment

 
(1
)
 

 
(1
)
Postretirement benefits reserve adjustments

 
1

 

 
1

Total income tax expense
$
2

 
$
(13
)
 
$
7

 
$
(8
)

19


NOTE 12: SEGMENT REPORTING
We operate in four segments: Chicken, Beef, Pork and Prepared Foods. We measure segment profit as operating income (loss).
Chicken: Chicken operations include breeding and raising chickens, as well as processing live chickens into fresh, frozen and value-added chicken products and logistics operations to move products through the supply chain. 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 markets. It also includes sales from allied products and our chicken breeding stock subsidiary.
Beef: Beef operations include processing live fed cattle and fabricating dressed beef carcasses into primal and sub-primal meat cuts and case-ready products. 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. 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 markets. Allied products are marketed to manufacturers of pharmaceuticals and technical products.
Pork: Pork operations include processing live market hogs and fabricating pork carcasses into primal and sub-primal cuts and case-ready products. This segment also includes our live swine group, related allied product processing activities and logistics operations to move products through the supply chain. 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 markets. We sell allied products to pharmaceutical and technical products manufacturers, as well as a limited number of live swine to pork processors.
Prepared Foods: Prepared Foods operations include manufacturing and marketing frozen and refrigerated food products and logistics operations to move products through the supply chain. Products include pepperoni, bacon, beef and pork pizza toppings, pizza crusts, flour and corn tortilla products, appetizers, prepared meals, ethnic foods, soups, sauces, side dishes, meat dishes 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 markets.
The results from Dynamic Fuels are included in Other.
Information on segments and a reconciliation to income before income taxes are as follows (in millions): 
 
Three Months Ended
 
 
Nine Months Ended
 
 
June 30, 2012
 
July 2, 2011
 
 
June 30, 2012
 
July 2, 2011
 
Sales:
 
 
 
 
 
 
 
 
 
Chicken
$
2,902

 
$
2,800

 
 
$
8,575

 
$
8,158

 
Beef
3,487

 
3,515

 
 
10,323

 
10,033

 
Pork
1,344

 
1,408

 
 
4,191

 
4,030

 
Prepared Foods
764

 
804

 
 
2,432

 
2,388

 
Other
24

 
30

 
 
124

 
63

 
Intersegment Sales
(213
)
 
(310
)
 
 
(740
)
 
(810
)
 
Total Sales
$
8,308

 
$
8,247

 
 
$
24,905

 
$
23,862

 
Operating Income (Loss):
 
 
 
 
 
 
 
 
 
Chicken
$
153

 
$
28

 
 
$
330

 
$
246

 
Beef
71

 
140

 
 
101

 
350

 
Pork
69

 
124

 
 
349

 
447

 
Prepared Foods
47

 
30

 
 
142

 
89

 
Other
(4
)
 
(10
)
 
 
(6
)
 
(19
)
 
Total Operating Income
336

 
312

 
 
916

 
1,113

 
 
 
 
 
 
 
 
 
 
 
Total Other (Income) Expense
210

(a)
49

 
 
290

(a)
164

(b)
 
 
 
 
 
 
 
 
 
 
Income before Income Taxes
$
126

 
$
263

 
 
$
626

 
$
949

 
 
(a)
Includes $167 million charge related to the early extinguishment of debt.
(b)
Includes $11 million gain related to a sale of interests in an equity method investment.

20


The Beef segment had sales of $49 million and $107 million in the third quarter of fiscal years 2012 and 2011, respectively, and sales of $162 million and $208 million in the nine months of fiscal years 2012 and 2011, respectively, from transactions with other operating segments of the Company and Dynamic Fuels. The Pork segment had sales of $164 million and $203 million in the third quarter of fiscal years 2012 and 2011, respectively, and sales of $578 million and $602 million in the nine months of fiscal 2012 and 2011, 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.
NOTE 13: COMMITMENTS AND CONTINGENCIES
Commitments
We guarantee obligations of certain outside third parties, which consist primarily of a lease 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 30, 2012, was $76 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 seven years. The maximum potential amount of the residual value guarantees is $60 million, of which $54 million would 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 30, 2012, and October 1, 2011, 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 30, 2012, was approximately $260 million. The total receivables under these programs were $21 million and $28 million at June 30, 2012, and October 1, 2011, respectively, and are included, net of allowance for uncollectible amounts, in Accounts Receivable and Other Assets at June 30, 2012, and October 1, 2011, respectively, 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 $10 million at June 30, 2012, and October 1, 2011, 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 condensed 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.
We have pending against us a lawsuit styled DeAsencio v. Tyson Foods, Inc. (E. Dist. Pennsylvania, August 22, 2000) in which the plaintiffs allege that we failed to compensate certain poultry plant employees 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 Federal Labor Standards Act (FLSA). They seek back wages, liquidated damages, pre- and post-judgment interest, and attorneys’ fees. Plaintiffs appealed a jury verdict and final judgment entered in our favor on June 22, 2006. On September 7, 2007, the U.S. Court of Appeals for the Third Circuit reversed the jury verdict and remanded the case to the District Court for further proceedings. We sought rehearing en banc, which was denied by the Court of Appeals on October 5, 2007. The United States Supreme Court denied our petition for a writ of certiorari on June 9, 2008. The new trial date has not been set.

21


We have pending twelve separate wage and hour actions involving Tyson Fresh Meats Inc.’s plants located in Lexington, Nebraska (Lopez, et al. v. Tyson Foods, Inc., D. Nebraska, June 30, 2006), Garden City and Emporia, 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), 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), Dakota City, Nebraska (Gomez, et al. v. Tyson Foods, Inc., D. Nebraska, January 16, 2008), Madison, Nebraska (Acosta, et al. v Tyson Foods, Inc. d.b.a Tyson Fresh Meats, Inc., D. Nebraska, February 29, 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); Council Bluffs, Iowa (Maxwell (f/k/a Salazar), et al. v. Tyson Foods, Inc. d.b.a Tyson Fresh Meats, Inc., S.D. Iowa, April 29, 2008); Logansport, Indiana (Carter, et al. v. Tyson Foods, Inc. and Tyson Fresh Meats, Inc., N.D. Indiana, April 29, 2008); and Goodlettsville, Tennessee (Abadeer v. Tyson Foods, Inc., and Tyson Fresh Meats, Inc., M.D. Tennessee, February 6, 2009). 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 involved the Garden City, Kansas facility, 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 has filed an application for attorneys’ fees and expenses in the amount of $3,475,422. We contested the application and are currently evaluating our appeal options.
A jury trial was held in the Lopez case, which involved the Lexington, NE beef plant, and resulted in a jury verdict in favor of Tyson. Judgment was entered and the complaint was dismissed with prejudice on May 26, 2011. Plaintiffs filed an appeal with the Eighth Circuit Court of Appeals on June 16, 2011, and oral arguments were held on May 16, 2012.
A jury trial was held in the Bouaphakeo case, which involved the Storm Lake, Iowa pork plant and resulted in a jury verdict in favor of the plaintiffs on September 26, 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 $2,892,379. On October 24, 2011, we renewed our motion for judgment as a matter of law due to a failure of class-wide proof and, in the alternative, for a new trial on damages.
A jury trial was held in the Guyton case, which involved the Columbus Junction, Iowa pork plant, and resulted in a jury verdict in favor of Tyson on April 25, 2012.
The Maxwell, Acosta, and Gomez cases are scheduled for trials on October 22, 2012, January 14, 2013, and March 18, 2013, respectively.
We have pending one wage and hour action involving our Tyson Prepared Foods plant located in Jefferson, Wisconsin (Weissman, et al. v. Tyson Prepared Foods, Inc., Jefferson County (Wisconsin) Circuit Court, October 20, 2010). The plaintiffs allege that employees should be paid 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 the associated time it takes to walk to and from their workstations post-donning and pre-doffing of protective and sanitary clothing. Six named plaintiffs seek to act as state law class representatives on behalf of all current and former employees who were allegedly not paid for time worked and seek back wages, liquidated damages, pre- and post-judgment interest, and attorneys’ fees and costs. On May 16, 2011, the plaintiffs filed a motion to certify a state law class of all hourly employees who have worked at the Jefferson plant from October 20, 2008, to the present. We have filed motions for summary judgment seeking dismissal of the claims, or, in the alternative, to limit the claims made for non-compensable clothes changing activities, the hearing for which is set for August 13, 2012. The parties attended pre-trial mediation on May 30, 2012; however, the parties were unable to resolve the claims. The trial date has not been set.

22


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.
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, new trial dates in the Armstrong Case have not been scheduled, nor have trial dates for the Clardy Case.
In late 2010, the United States Environmental Protection Agency (EPA) Region 7 began a Clean Air Act investigation of the Company related to operation and maintenance of ammonia refrigeration equipment at multiple facilities. The EPA subsequently referred the matter, which involves allegations of potential non-compliance with the Clean Air Act’s Risk Management Plan requirements at 15 Tyson facilities in Kansas, Missouri, Iowa and Nebraska, to the United States Department of Justice (DOJ). The EPA and DOJ have indicated they will seek monetary penalties and injunctive relief requiring equipment and infrastructure changes at several facilities. Currently we are engaged in settlement discussions with the EPA and DOJ.


23


NOTE 14: CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
Tyson Fresh Meats, Inc. (TFM Parent), our wholly-owned subsidiary, has fully and unconditionally guaranteed the 2016 Notes. Prior to guarantee suspension conditions being met in June 2012, TFM Parent and substantially all of our wholly-owned domestic subsidiaries fully guaranteed the 2014 Notes. The 2022 Notes were issued with guarantees from TFM Parent and substantially all of our wholly-owned domestic subsidiaries. Each guarantee will be permanently released upon the release of such guarantee from both, (i) Tyson's $1.0 billion revolving credit facility, and (ii) the 2014 Notes and 2016 Notes. In the event the 2014 Notes are rated equal to or higher than "BBB-" and "Baa3" by S&P and Moody’s, respectively, the guarantees will be suspended. Following a suspension of the guarantees, if the 2014 Notes are rated lower than "BBB-" or "Baa3" by S&P or Moody’s, respectively, the guarantees will be reinstated. As of June 30, 2012, the 2014 Notes were rated "BBB-" and "Baa3" by S&P and Moody’s, respectively; therefore, the condition for suspension of the guarantees had been met. In July, 2012, the 2014 Notes were fully extinguished.
The following financial information presents condensed consolidating financial statements, which include Tyson Foods, Inc. (TFI Parent); TFM Parent; the other 2014 Notes and 2022 Notes' guarantor subsidiaries (Guarantors) on a combined basis; the elimination entries necessary to reflect TFM Parent and the Guarantors, which collectively represent the 2014 Notes and 2022 Notes' total guarantor subsidiaries (2014 and 2022 Guarantors), on a combined basis; the 2014 Notes and 2022 Notes' non-guarantor subsidiaries (Non-Guarantors) on a combined basis; the elimination entries necessary to consolidate TFI Parent, the 2014 and 2022 Guarantors 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(s).
Condensed Consolidating Statement of Income for the three months ended June 30, 2012
 
in millions
 
 
 
 
2014 and 2022 Guarantors
 
 
 
 
 
 
 
TFI
Parent
 
TFM
Parent
 
Guar-
antors
 
Elimin-
ations
 
Subtotal
 
Non-
Guar-
antors
 
Elimin-
ations
 
Total
Sales
$
140

 
$
4,711

 
$
3,420

 
$
(228
)
 
$
7,903

 
$
392

 
$
(127
)
 
$
8,308

Cost of Sales
19

 
4,536

 
3,164

 
(222
)
 
7,478

 
382

 
(133
)
 
7,746

Gross Profit
121

 
175

 
256

 
(6
)
 
425

 
10

 
6

 
562

Selling, General and Administrative
5

 
49

 
150

 
(6
)
 
193

 
22

 
6

 
226

Operating Income
116

 
126

 
106

 

 
232

 
(12
)
 

 
336

Other (Income) Expense:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense, net
50

 
70

 
94

 

 
164

 
(1
)
 

 
213

Other, net
1

 

 
(3
)
 

 
(3
)
 
(1
)
 

 
(3
)
Equity in net earnings of subsidiaries
(34
)
 

 
21

 
(5
)
 
16