x	No fee required.

(1)	Title of each class of securities to which transaction applies:

(2)	Aggregate number of securities to which transaction applies:

(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction:

(5)	Total fee paid:

o	Fee paid previously with preliminary materials.

o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)	Amount Previously Paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

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1.	To elect nine directors named in the accompanying proxy statement to the Company's Board of Directors;

2.	To ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending October 3, 2015;

3.	To consider and act upon the shareholder proposals described in the accompanying Proxy Statement, if properly presented at the Annual Meeting; and

4.	To consider and act upon such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

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Attendance/Voting:

Only shareholders of record at the close of business on the Record Date will be entitled to attend and vote at the Annual Meeting and any adjournments or postponements thereof. Each share of Class A Common Stock will entitle the holder to one vote for each director nominee and one vote for each other proposal, and each share of Class B Common Stock will entitle the holder to ten votes for each director nominee and ten votes for each other proposal.

Advance Voting:	Even if you plan to attend the Annual Meeting in person, please vote right away using one of the following advance voting methods:

•	Visit the website listed on your proxy card/voting instruction form to vote by Internet.

•	Call the telephone number on your proxy card/voting instruction form to vote by telephone.

•	Sign, date and return your proxy card/voting instruction form in the enclosed envelope to vote by mail.

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•	6 out of 9 director nominees are independent

•	Separation of the roles of Chairman, CEO and Lead Independent Director

•	Annual board and committee self-evaluations

•	Average board meeting attendance in excess of 75%

•	Deferred shares for directors and strong ownership requirements for directors and senior officers

•	Independent board committees (other than the Executive Committee)

•	Robust Code of Conduct

•	Board makeup highlighted by strong leadership, diversity and experience

•	Regular executive sessions of independent directors

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•	High percentage of pay is variable and at risk

•	Target pay is at or near the median of our comparison groups

•	Substantial stock ownership guidelines and holding requirements

•	Balanced mix of short- and long-term incentives

•	Performance targets set at challenging levels

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•	This Proxy Statement for the Annual Meeting; and

•	The Company's Annual Report on Form 10-K for the fiscal year ended September 27, 2014.

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•	To elect the nine director nominees named in this Proxy Statement to the Board;

•	To ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending October 3, 2015;

•	To consider and act upon the shareholder proposals described in this Proxy Statement, if properly presented at the Annual Meeting; and

•	To consider and act upon such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

•	FOR the election of each of the director nominees named in this Proxy Statement to the Board;

•	FOR ratification of the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending October 3, 2015; and

•	AGAINST the shareholder proposals.

•	Via the Internet. You may vote by proxy via the Internet by following the instructions provided in the Notice of Internet Availability of Proxy Materials, or, if you request printed copies of the proxy materials be sent to you by mail, by following the instructions provided with the proxy card.

•	By telephone. If you request printed copies of the proxy materials be sent to you by mail, you may vote by proxy by calling the toll-free number found on the proxy card.

•	By mail. If you request printed copies of the proxy materials be sent to you by mail, you may vote by proxy by filling out the proxy card and sending it back in the envelope provided.

•	In person. You may vote in person at the Annual Meeting. If you desire to vote in person at the Annual Meeting, please request a ballot when you arrive.

•	Via the Internet. You may vote by proxy via the Internet by visiting http://www.proxyvote.com and entering the control number found in the Notice of Internet Availability of Proxy Materials, or, if you request printed copies of the proxy materials be sent to you by mail, by following the instructions provided in the voting instruction form you received from the organization holding your shares.

•	By telephone. If you request printed copies of the proxy materials be sent to you by mail, you may vote by proxy by calling the toll-free number found on the voting instruction form you received from the organization holding your shares.

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•	By mail. If you request printed copies of the proxy materials be sent to you by mail, you may vote by proxy by filling out the voting instruction form you received from the organization that holds your shares and sending it back in the envelope provided.

•	In person. You may vote in person at the Annual Meeting by first obtaining a legal proxy from the organization that holds your shares. If you obtain such a proxy and desire to vote in person at the Annual Meeting, please request a ballot when you arrive.

•	as necessary to meet applicable legal requirements;

•	to allow for the tabulation and certification of votes; and

•	to facilitate a successful proxy solicitation.

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(1)

70,000,000 shares of Class B Common Stock and 2,000,000 shares of Class A Common Stock are owned of record by the Tyson Limited Partnership, a Delaware limited partnership ("TLP"). The limited partners (and their respective partnership interests in the TLP) are as follows: the Tyson 2009 Family Trust (53.4881%), the Randal W. Tyson Testamentary Trust (45.2549%) and the Donald J. Tyson Revocable Trust (.1257%). The descendants of Don Tyson, including Mr. John Tyson, Chairman of the Board of the Company, are the sole beneficiaries of the Tyson 2009 Family Trust. Ms. Barbara A. Tyson, the widow of Randal W. Tyson and a director of the Company, is the sole income beneficiary of and has limited dispositive power with respect to the Randal W. Tyson Testamentary Trust. Mr. Tyson is one of the contingent beneficiaries of the Randal W. Tyson Testamentary Trust. The descendants of Don Tyson, including Mr. Tyson, are the sole beneficiaries of the Donald J. Tyson Revocable Trust. The general partners of the TLP, who in the aggregate have a 1.1313% partnership interest in the TLP, are Mr. Tyson, Ms. Tyson, Mr. Harry C. Erwin, III and the Tyson Partnership Interest Trust ("TPIT"), whose trustees are Mr. Erwin, Mr. Thomas B. Schueck and Mr. W.H. Taylor. A managing general partner of the TLP has the exclusive right, subject to certain restrictions, to do all things on behalf of the TLP necessary to manage, conduct, control and operate the TLP's business, including the right to vote all shares or other securities held by the TLP, as well as the right to mortgage, pledge or grant security interests in any assets of the TLP. However, the TLP has no managing general partner at this time. Until a new managing general partner is selected, the management rights of the managing general partner may be exercised by a majority of the percentage interests of the general partners, which no single general partner currently possesses. The percentage of general partnership interests of the TLP are as follows: TPIT (44.44%); Mr. Tyson (33.33%); Ms. Tyson (11.115%); and Mr. Erwin (11.115%). The TPIT terminates on December 31, 2016. Upon termination, the general partnership interests held by the TPIT will transfer to the Donald J. Tyson Revocable Trust of which Mr. Tyson, Mr. Schueck and Mr. Erwin are the trustees. The TLP terminates December 31, 2040. Additionally, the TLP may be dissolved upon the occurrence of certain events, including (i) a written determination by the managing general partner that the projected future revenues of the TLP will be insufficient to enable payment of costs and expenses, or that such future revenues will be such that continued operation of the TLP will not be in the best interest of the partners, (ii) an election to dissolve the TLP by the managing general partner that is approved by the affirmative vote of a majority in percentage interest of all general partners, or (iii) the sale of all or substantially all of the TLP's assets and properties. The withdrawal of the managing general partner or any other general partner (unless such partner is the sole remaining general partner) will not cause the dissolution of the TLP. Upon dissolution of the TLP, each partner, including all limited partners, will receive in cash or otherwise, after payment of creditors, loans from any partner, and return of capital account balances, their respective percentage interests in the TLP assets.

(2)	The information provided is based solely on information obtained from a Schedule 13F filed with the SEC on or about November 12, 2014 by Vanguard Group, Inc. The information has been included solely in reliance upon, and without independent investigation of, the disclosures contained in such Schedule 13F.

(3)	The information provided is based solely on information obtained from Schedule 13Fs filed with the SEC on or about October 29, 2014 by BlackRock, Inc. and certain of its investment operating subsidiaries. The information has been included solely in reliance upon, and without independent investigation of, the disclosures contained in such Schedule 13Fs.

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*	Indicates less than 1%.

(1)

The amounts in this column include beneficial ownership of shares with respect to which voting or investment power may be deemed to be directly or indirectly controlled. Accordingly, the shares shown in the table include shares owned directly, shares held in such person's account under the Company's Employee Stock Purchase Plan, shares owned by certain of the individual's family members and shares held by the individual as a trustee or in a fiduciary or other similar capacity, unless otherwise disclaimed and/or described below. The amounts in this column also include shares subject to options exercisable on or within 60 days of December 1, 2014, in the following amounts: Mr. Tyson (1,160,601); Mr. King (403,194); Mr. Leatherby (255,901); Mr. Lochner (236,799); Mr. Smith (1,566,901); Mr. White (255,494) and the other executive officers (421,823).

(2)

The amounts in these rows do not include any shares of Class A Common Stock or Class B Common Stock owned by the TLP, of which Mr. Tyson and Ms. Tyson are general partners. The TLP owns 99.98% of the outstanding Class B Common Stock and .66% of the outstanding Class A Common Stock, which results in the TLP controlling 69.83% of the aggregate vote of Class A Common Stock and Class B Common Stock. When combined with the total ownership of directors and executive officers as a group, the aggregate voting percentage increases to 70.58%. The TLP and its ownership of such stock are further described in footnote 1 to the table titled "Security Ownership of Certain Beneficial Owners" in this Proxy Statement.

(3)	Mr. Tyson's amount includes 1,455,844 shares pledged as security for loans.

(4)

The amounts in these rows do not include grants of deferred stock awards of Class A Common Stock made on the date(s) of election to the Board by shareholders (see the section titled "Director Compensation for Fiscal Year 2014" in this Proxy Statement) to each of Ms. Bader (6,633); Mr. Banister (6,633); Mr. Kever (56,578); Mr. McNamara (40,451); Mr. Sauer (25,555); Mr. Thurber (25,742); Ms. Tyson (15,554) and Mr. Zapanta (53,216).

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•

Each of Mr. Tyson, Mr. Kever and Mr. McNamara has an investment in a privately held company for which Mr. Kever is a director. Neither Mr. Tyson nor Mr. McNamara has any business relationship with, and neither Mr. Tyson nor Mr. McNamara serve as a director or officer of, this company. Based on the foregoing facts, the Board has determined that this relationship does not affect Mr. Kever's independence.

•

Prior to May 2014, Mr. Sauer was Executive Vice President, 3M Industrial Business Group, one of five business groups of 3M Company. During fiscal years 2014, 2013 and 2012, the Company paid 3M Company $1,311,153, $1,371,060, and $1,357,772, respectively, for direct purchases of lab-related supplies and materials, which in each year was less than two percent (2%) of 3M Company's gross revenues. Under the NYSE rules, a director may be considered independent if payments made to an entity with which the director is affiliated are less than the greater of $1,000,000 or two percent (2%) of the affiliated entity's gross revenues in any of the last three fiscal years. Mr. Sauer did not personally benefit from any of the purchases. Based on the foregoing facts, the Board has determined that Mr. Sauer did not have a direct or indirect material interest in the transactions and this relationship does not affect Mr. Sauer's independence.

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•	to determine and approve the compensation of the Chief Executive Officer; and

•	to take into consideration any factors relevant to a person’s independence from management before selecting such person as a compensation consultant, legal counsel or other adviser to the Compensation and Leadership Development Committee.

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•	An annual retainer of $80,000 (payable in quarterly installments);

•

A grant of a deferred stock award for shares of Class A Common Stock having a value of $125,000 on the date of election or re-election as a director at the Annual Meeting of Shareholders, which award does not become payable until 180 days after termination of his or her service as a director. The director may elect, however, to not have the award deferred and instead be distributed on the date of election.

•	An additional annual retainer (payable in quarterly installments) for each of the following positions in the amounts shown:

*	Indicates value less than $10,000

(1)

The amounts in this column represent the grant date fair value of these deferred stock awards. The Company has determined the fair value of these awards in accordance with the stock-based compensation accounting rules set forth in Financial Accounting Standards Board Accounting Standards Codification Topic 718. The expense of these awards are recognized ratably over one year from the date of the award. Recipients of these awards are entitled to dividends during the vesting period. These dividends are converted to additional shares and credited to each recipient, who then receives these additional shares upon vesting.

(2)	As of the last day of fiscal year 2014, outstanding deferred stock awards for the directors were as follows: Ms. Bader (6,633); Mr. Banister (6,633); Mr. Kever (56,578); Mr. McNamara (40,451); Mr. Sauer (25,555); Mr. Thurber (25,742); Ms. Tyson (15,554) and Mr. Zapanta (53,216).

(3)	Includes a one-time payment of $22,500 for services on a special ad hoc committee of the Board which functioned beginning in fiscal year 2013 and ending in fiscal year 2014.

(4)	This amount includes premiums paid by the Company for a health insurance plan and the Executive Medical Reimbursement Plan.

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•

During fiscal year 2014, we operated 34 full-treatment and 43 pretreatment wastewater facilities in North America. These facilities are operated in accordance with site-specific permit requirements which are established by the local authorities governing these operations. On a monthly basis, these facilities submit water quality data via their Discharge Monitoring Reports to their respective governing authority. Our long-term goal for these facilities is to eliminate Notices of Violations (NOVs) and permit exceedances.

•

In fiscal year 2013, we formed a Water Council to ensure we have a comprehensive approach to sustainable water use. The goal of the Council is to understand the current landscape for water management in the world, how it relates to our global operations, and to create both short- and long-term plans for water management across our Company. Since the creation of the Council, we have completed a Stage Two Geographic Water Risk Assessment for all of our U.S. operations and conducted a review of U.S. water usage, infrastructure, conservation practices, and scarcity risks. We are now in the process of establishing metrics that allow the Council and the Company to gauge the progress of its water sustainability efforts.

•

We depend on independent farm families to supply our plants with chicken, beef, and pork. As of September 28, 2013, we contracted with 3,934 independent poultry producers who operate more than 5,000 farms and bought cattle and hogs from more than 6,100 independent producers. We strive to support independent farm families in their efforts to run their businesses wisely and to be independent and sustainable enterprises. While we do not have responsibility for the day-to-day management of these independent operations, we do require that farm families comply with all local, state, and federal environmental regulations applicable to their operations.

•

We have been active in the development of life cycle assessments (LCA) of the production chain. For instance, we are involved in the National Pork Board’s water, air, land, and carbon footprint assessment. Additionally, we worked with the United Nations’ Food and Agriculture Organization Technical Advisory Group in the harmonization of LCA standards for poultry production and with the Global Roundtable for Sustainable Beef, a global, multi-stakeholder initiative developed to advance continuous improvement in the environmental, social, and economic sustainability of the global beef value chain.

•	In 2010, we implemented a Supplier Code of Conduct that sets forth the principles and high ethical standards that we strive to achieve and expect our supply partners to try to work toward throughout the course of our business relationship. These principles

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•	Percentage of palm oil traceable to Tyson's suppliers verified by credible third parties as not engaged in (1) physical expansion into peatlands, High Conservation Value or High Carbon Stock forests, or (2) human rights abuses such as child or forced labor;

•	Providing a time-bound plan for 100% sourcing consistent with those criteria;

•	An explicit commitment to strengthen third-party certification programs to prevent development in its supply chain on high carbon stock forests and peatlands.

•	Percent of Palm Oil RSPO certified (including % Green Palm, Mass-Balance and/or Segregated).

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•	Respect for the rights and safety of others. Tyson is committed to observing fair labor practices and to treating our employees with dignity and respect. We expect our supply partners to make the same commitments in their business practices by having controls in place that prohibit discrimination, harassment, forced labor, and child labor.

•	Dedication to Protection of the Environment. Tyson is committed to conducting business in a safe, environmentally responsible manner. We expect our supply partners to operate in a manner that, among other things, strives to manage responsibly the impacts of their operations on the environment.

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•	John Tyson, Chairman of the Board ("Chairman")

•	Donnie Smith, President and Chief Executive Officer ("CEO")

•	Dennis Leatherby, Executive Vice President and Chief Financial Officer ("CFO")

•	Donnie King, President North American Operations & Food Service

•	James V. Lochner, former Chief Operating Officer ("COO")

•	Noel White, President Poultry

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•	an evaluation of historical total compensation made to individuals with similar responsibilities at companies in the Compensation Peer Group;

•	an evaluation of the proposed total compensation in comparison to the Company's other executive officers to ensure that compensation was commensurate with level of responsibility; and

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•	recommendations from the Company's human resources group and data from Hay Group.

•	an evaluation of the proposed total compensation in comparison to the Company's other executive officers to ensure that compensation was commensurate with level of responsibility; and

•	recommendations from the Company's CEO and human resources group and advice from Hay Group.

•	base salary;

•	annual performance incentive payments;

•	equity-based compensation;

•	financial, retirement and welfare benefit plans; and

•	certain defined perquisites.

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•	achievement of a cumulative Adjusted EBIT target over the 2014, 2015 and 2016 fiscal years (the "cumulative EBIT criterion"); and

•	a comparison of the stock price of the Company's Class A Common Stock relative to the stock prices of the Compensation Peer Group over the 2014, 2015 and 2016 fiscal years (the "stock price comparison criterion").

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•	Employee Stock Purchase Plan;

•	Retirement Savings Plan;

•	Executive Savings Plan; and

•	Executive Long-Term Disability Plan.

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•	Mr. Leatherby's contract provides for a salary of $566,500 (which has since increased to $635,000 in accordance with its terms). He is eligible for awards under the Company's performance incentive payment programs and equity plans consistent with other employees at his band level, subject to the discretion of the Company's senior management. The term of the contract is indefinite.

•

Mr. King's contract provides for a salary of $800,000 (which has since increased to $824,000 in accordance with its terms). He is eligible for awards under the Company's performance incentive payment programs and equity plans consistent with other employees at his band level, subject to the discretion of the Company's senior management. Additionally, Mr. King is entitled to personal use of Company-owned aircraft for up to 25 hours per year. The Company also agreed to reimburse Mr. King and gross-up any tax liability incurred by him through his use of Company-owned aircraft. The term of the contract is indefinite.

•

Mr. Lochner's contract terminated on September 20, 2014 upon his retirement. His contract provided for a salary of $1,000,000 (which had since increased to $1,060,900 in accordance with its terms) He was eligible for awards under the Company's performance incentive payment programs and equity plans on terms and in amounts as determined by the CEO. Additionally, Mr. Lochner was entitled to personal use of Company-owned aircraft for up to 50 hours per year during the term of the contract. The Company also agreed to reimburse Mr. Lochner and gross-up any tax liability incurred by him through his use of Company-owned aircraft.

•

Mr. White's contract provides for a salary of $725,000 (which has since increased to $746,750 in accordance with its terms). He is eligible for awards under the Company's performance incentive payment programs and equity plans consistent with other employees at his band level, subject to the discretion of the Company's senior management. Additionally, Mr. White is entitled to personal use of Company-owned aircraft for up to 25 hours per year. The Company also agreed to reimburse Mr. White and gross-up any tax liability incurred by him through his use of Company-owned aircraft. The term of the contract is indefinite.

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(1)

The amounts included in these columns are the aggregate grant date fair values for stock and option awards granted in the fiscal year shown, computed in accordance with the stock-based compensation accounting rules set forth in Financial Accounting Standards Board's Accounting Standards Codification Topic 718. The assumptions used in the calculation of the amounts shown are included in Note 14 to our audited consolidated financial statements, which are included in our Annual Report on Form 10-K for the fiscal year ended September 27, 2014. Our NEOs do not realize the value of equity-based awards until the awards vest. The actual value that an NEO will realize from these awards is determined by the Company's future share price and may be higher or lower than the amounts indicated in the table, which represent the full grant date fair value of such awards. The grant date fair values of the restricted stock with performance criteria are based on the maximum outcome of those awards as of the grant date, which is the probable payout of such awards based on what we have determined, in accordance with the stock-based compensation accounting rules, to be the probable levels of achievement of the performance goals related to those awards. The resulting number of shares of restricted stock with performance criteria that vest, if any, depends on whether we achieve the specified level of performance with respect to the performance measure tied to these awards. Descriptions of these awards and the performance criteria are provided in the subsection titled "Elements of Compensation—Equity-Based Compensation—Restricted Stock with Performance Criteria" in the section titled "Compensation Discussion and Analysis" in this Proxy Statement.

(2)

The grant date fair values of performance stock awards are reported in the table above at the probable payout, which is less than the maximum possible. The table following shows the grant date fair values of the performance stock awards granted to each NEO during fiscal year 2014 at the probable payout and the maximum payout that would result if the highest levels of performance goals are achieved. The grant date fair values for the performance stock awards are computed

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(3)	Amounts reflected in this column are cash payments made to NEOs pursuant to the Executive Incentive Plan. For a more detailed discussion, see the subsection titled "Elements of Compensation—Annual Performance Incentive Payments" under the "Compensation Discussion and Analysis" section of this Proxy Statement.

(4)

The amounts reflected in this column include above market earnings for fiscal years 2014, 2013 and 2012, respectively, on nonqualified deferred compensation as follows: Mr. Tyson - $0, $0 and $0; Mr. Smith - $36,633, $46,318 and $35,905; Mr. Leatherby - $13,351, $16,906 and $13,174; Mr. King - $94, $101 and $88; Mr. Lochner - $79,714, $114,132 and $98,482; and Mr. White - $23,513, $31,042 and $24,879. The amounts reflected in this column also include the change in pension values for fiscal years 2014, 2013 and 2012, respectively, as follows: Mr. Tyson - $893,839, $0 and $928,699; Mr. Smith - $2,385,061, $608,530 and $1,239,949; Mr. Leatherby - $997,818, $225,267 and $547,528; Mr. King - $1,050,999, $176,715 and $534,791; Mr. Lochner - $2,869,424, $981,912 and $1,592,653; and Mr. White - $1,183,951, $220,116 and $656,387. For the assumptions used to determine the change in the pension value, see the table titled "SERP Assumptions" in the section titled "Pension Benefits" in this Proxy Statement.

(5)	The amounts reflected in this column represent the sum of all other compensation and perquisites received by the NEOs from the Company in fiscal years 2014, 2013 and 2012, as more fully set forth in the table below:

*	Indicates value less than $10,000.

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(a)

Included in these amounts are matching contributions to the applicable NEOs pursuant to the Executive Savings Plan subsequent to the end of the fiscal years 2014, 2013 and 2012, though attributable to performance in the immediately prior fiscal year, as follows: Mr. Tyson - $99,282, $120,386 and $53,928; Mr. Smith - $124,102, $148,712 and $99,982; Mr. Leatherby - $56,595, $58,838 and $38,572; Mr. King - $0, $0 and $0; Mr. Lochner - $0, $141,631 and $96,223; and Mr. White - $70,000, $56,917 and $41,043 (a description of the Executive Savings Plan is provided under the heading "Financial, Retirement and Welfare Benefit Plans" in "Compensation Discussion and Analysis" of this Proxy Statement, as well as following the table titled "Nonqualified Deferred Compensation for Fiscal Year 2014" under the heading "Executive Savings Plan").

(b)

The amounts in this column include premiums paid by the Company for a long-term disability insurance policy and the EMRP for each NEO. The values expressed for personal use of Company-owned aircraft are based on the aggregate incremental cost to the Company using a method that accounts for fuel, maintenance, landing fees, other associated travel costs and charter fees. Messrs. Tyson's, Smith's, King's, Lochner's and White's personal use of Company-owned aircraft is permitted under their respective employment contracts; moreover, such use must comply with the Company's then existing aircraft policy and not interfere with the Company's use of the aircraft. The values of all perquisites are based on the incremental aggregate cost to the Company and are individually quantified only if they exceed the greater of $25,000 or 10% of the total amount of perquisites for such NEO.

(c)	This amount includes $859,129 for personal use of Company-owned aircraft and $175,196 for a SERP payment. This also includes amounts for personal security and event tickets.

(d)	This amount includes $108,682 for personal use of Company-owned aircraft and an amount for spousal attendance at an event.

(e)	This amount includes $45,872 for personal use of Company-owned aircraft, an amount for event tickets and an amount for spousal attendance at an event.

(f)	This amount includes $41,852 for personal use of the Company-owned aircraft and an amount paid upon the execution of an amendment to his employment contract.

(g)	This amount includes $57,836 for personal use of the Company-owned aircraft and amount for event tickets.

(6)	Mr. Lochner retired on September 20, 2014.

(7)	At the time of Mr. Lochner's retirement, he received a cash payment of $2,456,160, which was an estimate of the payment he would have received had he been employed by the Company as an executive officer on the last day of fiscal year 2014.

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(1)

The amounts in these columns represented the threshold, target and maximum amounts payable for performance in fiscal year 2014 under the Executive Incentive Plan. The amounts paid to each NEO pursuant to this plan for fiscal year 2014 are set forth in the column titled "Non-Equity Incentive Plan Compensation" in the "Summary Compensation Table for Fiscal Years 2014, 2013 and 2012" in this Proxy Statement. For more detailed information on the Executive Incentive Plan and potential payments thereunder, see the discussion and tables in the subsection titled "Elements of Compensation—Annual Performance Incentive Payments" in the section titled "Compensation Discussion and Analysis" in this Proxy Statement.

(2)

The amounts in these columns represent (a) the threshold, target and maximum amount of shares of performance stock which would be awarded upon the achievement of specified performance criteria, and (b) the amount of shares of restricted stock with performance criteria which would be awarded upon the achievement of a specified performance criterion. For a more detailed discussion, see the subsections titled "Elements of Compensation—Equity-Based Compensation—Performance Stock" and "Elements of Compensation—Equity-Based Compensation—Restricted Stock with Performance Criteria" in the section titled "Compensation Discussion and Analysis" in this Proxy Statement.

(3)	The amounts in this column represent nonqualified stock options that expire on November 22, 2023, except Mr. Lochner's options, which expire on September 19, 2015, one year following his retirement.

(4)	Pursuant to the terms of the Stock Incentive Plan, the exercise price for these options is the closing price of our Class A Common Stock on the grant date.

(5)	For a description of the methodology used to determine the grant date fair value of stock and option awards, see footnote 1 of the "Summary Compensation Table for Fiscal Years 2014, 2013 and 2012 " in this Proxy Statement.

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(1)	The amounts listed in this column reflect a share price of $37.74, the closing price of our shares on the NYSE on September 26, 2014, the last trading day of our 2014 fiscal year.

(2)	This represents an award of restricted stock with performance criteria that vests on the fourth business day following the issuance of the Company's Annual Report on Form 10-K for the 2015 fiscal year subject to the satisfaction of the applicable performance criterion.

(3)	This represents an award of performance stock that vests on the fourth business day following the issuance of the Company's Annual Report on Form 10-K for the 2015 fiscal year subject to the satisfaction of the applicable performance criteria. Per instructions for this table, the number of shares reported is based on the threshold performance goals.

(4)	One-third of these options vested and became exercisable on November 26, 2013. One-half of the remaining options vested and become exercisable on November 26, 2014 and the remaining options are scheduled to vest and become exercisable on November 26, 2015.

(5)	One-third of these options vested and became exercisable on November 22, 2014. One-half of the remaining options are scheduled to vest and become exercisable on November 22, 2015 and the remaining options are scheduled to vest and become exercisable on November 22, 2016.

(6)	This represents an award of restricted stock with performance criteria that vests on the fourth business day following the issuance of the Company's Annual Report on Form 10-K for the 2016 fiscal year subject to the satisfaction of the applicable performance criterion.

(7)	This represents an award of performance stock that vests on the fourth business day following the issuance of the Company's Annual Report on Form 10-K for the 2016 fiscal year subject to the satisfaction of the applicable performance criteria. Per instructions for this table, the number of shares reported is based on the threshold performance goals.

(8)	These options vested and became exercisable on November 28, 2014.

(9)	Based on the satisfaction of applicable performance criteria, these shares vested on September 30, 2014 in the amount reported.

(10)	Pursuant to the terms of this award, these options (a) vested and became exercisable upon Mr. Lochner's turning 62 and (b) expire on the first anniversary of his retirement.

(11)	These grants differ from previously reported amounts, as they were ratably reduced upon Mr. Lochner's retirement.

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(1)	Represents previously awarded performance stock that vested on October 1, 2013.

(2)	Amount based on our stock price of $28.50 on October 1, 2013, which was the vesting date.

(3)	Represents previously awarded restricted stock that vested for tax purposes on August 11, 2014.

(4)	Amount based on our stock price of $37.31 on August 11, 2014, which was the vesting date for tax purposes, plus an additional amount paid to the recipient for a fractional share.

(1)	The plan considers only creditable service, as more fully described above. The NEOs' actual years of service are as follows: Mr. Tyson - 42 years, Mr. Smith - 33 years, Mr. Leatherby - 24 years, Mr. King - 32 years, Mr. Lochner - 31 years and Mr. White - 31 years.

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(2)	The present value of these benefits is based on the following assumptions:

(1)

As further detailed in the narrative below, all NEOs may participate in the Executive Savings Plan. As previous executives of IBP, inc. ("IBP"), Messrs. Lochner and White also have account balances in the Company's Retirement Income Plan, a deferred compensation plan previously maintained by IBP as further described below. In addition, Mr. Lochner has an account balance in the IBP Share Grant Program, a plan previously maintained by IBP which has not had additional contributions since the acquisition of IBP by the Company in 2001.

(2)

Amounts in this column are included in the "Salary" and/or "Non-Equity Incentive Plan Compensation" columns of the "Summary Compensation Table for Fiscal Years 2014, 2013 and 2012" in this Proxy Statement. The amounts in this column include post-fiscal year 2014 contributions made from the NEOs' non-equity incentive plan compensation attributable to fiscal year 2014 performance as follows: Mr. Tyson ($99,282); Mr. Smith ($124,102); Mr. Leatherby ($56,595); and Mr. White ($70,000).

(3)	The amounts reflected in this column include post-fiscal year 2014 matching contributions to the applicable NEOs pursuant to the Executive Savings Plan attributable to fiscal year 2014 performance as reported in footnote 5 to the "Summary Compensation

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(4)	The above-market portion of these earnings is reported in footnote 4 to the "Summary Compensation Table for Fiscal Years 2014, 2013 and 2012" in this Proxy Statement.

(5)	The amounts in this column include post-fiscal year 2014 executive contributions and Company matching contributions as described in footnotes (2) and (3) above.

(6)	In addition to the amounts described in footnotes (2), (3) and (4) above, the amount shown in this column includes the following amounts reported as compensation for each of the NEOs in the Company's Summary Compensation Tables in the previous years:

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(1)	This amount represents the continued payment of the NEO's base salary for four years and eight months, the remaining term of his employment contract.

(2)	This amount represents the continued payment of the NEO's base salary for three years.

(3)

The amounts in this row represent the value of each NEO's unvested stock options, restricted stock with performance criteria and performance stock that would have vested on account of a termination on September 27, 2014, based on our stock price of $37.74. No amount is included for performance stock, though if performance stock vests in the future pursuant to satisfaction of performance criteria, a portion of such stock will be awarded to the NEO or his estate.

(4)

With the exception of Mr. Tyson, these amounts represent the premiums to continue the NEO’s coverage under the EMRP and health insurance for the severance period provided in the NEO’s employment contract.  Mr. Tyson’s contract provides that in the case of his disability, he and his spouse are entitled to coverage under the EMRP and health insurance until each of their deaths, and his eligible dependents are entitled to coverage under the EMRP and health insurance until such time as their eligibility has ceased.  In the case of Mr. Tyson’s death, his spouse and eligible dependents are entitled to the same coverage.  For purposes of

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(5)	These amounts represent continued payment of the NEO's base salary for two years.

(1)	The amounts in this row represent the value of the listed NEOs' unvested stock options, restricted stock with performance criteria and performance stock that would vest on account of the change in control, based on a closing stock price of $37.74 as of the last trading day of fiscal year 2014.

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