Fitch Upgrades Tyson's S-T IDR to 'F2' and Affirms L-T IDR at 'BBB'; Outlook Positive

Fitch Ratings has taken the following rating actions on Tyson Foods, Inc. (Tyson; NYSE: TSN):

--Long-term Issuer Default Rating (IDR) affirmed at 'BBB';

--Short-term IDR upgraded to 'F2' from 'F3';

--Unsecured bank facility affirmed at 'BBB';

--Senior unsecured notes affirmed at 'BBB'.

The Rating Outlook is Positive.

At the fiscal first quarter ended Dec. 28, 2013, Tyson had approximately $1.9 billion of total debt.

Upgrade of Short-term IDR

The upgrade of Tyson's short-term IDR reflects the firm's long-term IDR rating of 'BBB' and Fitch's assessment of Tyson's liquidity and FCF generation over time. Tyson has generated an average of $571 million of FCF annually over the past five years and maintains at least $1.2 billion - $1.5 billion of liquidity, inclusive of cash and revolver availability. Year-end cash balances have averaged $983 million since 2009. Additionally, the firm's cash coverage-to-short-term debt and debt service metrics consistently meet Fitch's requirements for the 'F2' rating level. Tyson currently does not have any commercial paper outstanding.

Positive Outlook, Rating Triggers

The Positive Rating Outlook reflects Fitch's view that Tyson's financial and business risk has lessened over the past several years, due to significant debt reduction and structural improvements in operations, and that there is room in the current ratings. Tyson has paid off over $1.5 billion of debt since the end of fiscal 2009. The firm also has fewer fixed price customer contracts, is matching its production with its demand, is more measured in its use of financial derivatives, and benefits from being diversified across multiple proteins. Should credit metrics remain near Fitch's expectations, as discussed below, the ratings could be upgraded to 'BBB+'.

Key Rating Drivers

Low Leverage, Good Liquidity

Tyson is successfully meeting its goal of total debt-to-EBITDA at 1.3 times (x) or less and liquidity in the $1.2 billion - $1.5 billion range in most years. For the LTM period ended Dec. 28, 2013, total debt-to-operating EBITDA was roughly 1.0x and liquidity, inclusive of $825 million of cash and availability under the firm's undrawn $1 billion revolving credit facility, totaled $1.8 billion.

For fiscal 2014, Fitch projects that total debt-to-operating EBITDA and operating EBITDA-to-gross interest expense will approximate 1.0x and 20x, respectively. Fitch is also forecasting FFO fixed charge coverage of over 5.0x and that FCF will exceed $600 million. Tyson's cash flow priorities include investing in its business, with capital expenditures projected at $700 million in fiscal 2014, making strategic acquisitions, and returning cash to shareholders while maintaining low leverage and ample liquidity.

Ratings Can Accommodate Moderate-Size Acquisitions

Tyson is focused on expanding in value-added prepared foods and in high-growth international markets. Over the past 12 months, Tyson has funded three small acquisitions including; Don Julio Foods (Don Julio), Circle Foods, LLC (Circle Foods), and Bosco's Pizza Co., with internally generated cash. The purchase price for Don Julio and Circle Foods totaled approximately $106 million while the price for Bosco's Pizza Co. was not disclosed.

Based on the current trajectory of Tyson's earnings, Fitch believes the company can absorb an incremental $1 billion - $1.5 billion of debt to finance an accretive acquisition and still maintain ratings. Fitch views leverage near 2.0x as acceptable for Tyson at the 'BBB' level.

Industry Fundamentals and Recent Earnings

Industry margins in beef could continue to be pressured by record low U.S. cattle supply over the intermediate term while Porcine Epidemic Diarrhea (PED) disease across farms in the mid-west could challenge pork processing margins in 2014 due to reduced U.S. hog supplies. However, low corn prices should support profitability for chicken producers, result in increased hog weights, and incentivize ranchers to start rebuilding cattle herds. Additionally, based on the USDA's latest forecasts, protein demand should remain favorable in 2014 with total red meat and poultry exports projected to increase 1% and overall U.S. per capita protein consumption projected to remain stable.

Fitch expects fiscal 2014 to mark the fifth consecutive year of strong operating performance for Tyson. After absorbing about $1.5 billion of incremental feed costs during fiscal 2011, 2012, and 2013, Tyson projects that its feed costs will decline by approximately $600 million in fiscal 2014.

For fiscal 2014, management also believes operating margins in chicken could be above its normalized range of 5% - 7% and expects profitability in pork to be within the 6% - 8% normal range. Tyson has indicated that margins for beef and prepared foods may be below targets of 2.5% - 4.5% and 4% - 6%, respectively, due to industry conditions in beef and investments to grow in value-added.

Fitch views Tyson's normalized segment level margins for chicken, pork, and prepared foods as reasonable. However, based on historical segment margins for beef, the firm's 2.5% - 4.5% range may be too high. Nonetheless, based on each segment's proportional contribution to fiscal 2013 sales, Fitch believes Tyson's consolidated profitability can range between 4% - 6% on an operating margin basis and 5% - 7% on an EBITDA margin basis in most years.

During the first fiscal quarter ended Dec. 28, 2013, operating earnings remained strong, increasing 36% versus prior year to $412 million. Operating margins in pork, chicken, beef, and prepared foods were 8.5%, 7.5%, 1.6%, and 1.8%, respectively.

Liquidity, Maturities and Debt Terms

As mentioned previously, Tyson's liquidity totaled approximately $1.8 billion at Dec. 28, 2013 and consisted of $825 million of cash and an undrawn $1 billion unsecured revolver. Following the payoff of $458 million of 3.25% convertible notes that matured on Oct. 15, 2013, significant upcoming maturities are limited to $638 million of 6.6% senior unsecured notes due April 1, 2016.

Tyson's revolving facility expires Aug. 9, 2017. The facility is guaranteed by Tyson and its Tyson Fresh Meats (TFM) subsidiary as long as TFM guarantees the $638 million 2016 and $1 billion 2022 senior unsecured notes. The facility has a ratings-based collateral trigger or springing lien should Tyson's corporate credit rating falls below a 'BB+' or equivalent level. Tyson's $120 million 7% notes due 2018 and $18 million 7% notes 2028 notes do not benefit from a TFM guarantee. Fitch does not delineate ratings based on these guarantees due to Tyson's strong credit protection measures and low probability of default.

Financial maintenance covenants in Tyson credit facility include maximum adjusted debt-to-capitalization ratio of .50 to 1.0 and minimum EBITDA-to-interest expense of 3.75x. The agreement also has a maximum total debt covenant of $3.5 billion. Tyson has considerable room under these covenants. At Dec. 28, 2013, total reported debt was $1.9 billion, and Fitch estimates that debt-to-capitalization was approximately 24% while EBITDA-to-interest was about four times required levels.

RATING SENSITIVITIES

Fitch views Tyson's ratings as capped at the 'BBB+' rating due to the firm's low margins and significant exposure to agricultural supply/demand cycles.

Future developments that may, individually or collectively, lead to an upgrade to 'BBB+' include:

--Total debt-to-operating EBITDA below 2.0x, with operating performance that is in line with Fitch's expectations, at least $1 billion of liquidity, and continued generation of meaningful annual FCF.

Future developments that may, individually or collectively, lead to a downgrade include:

--A substantial increase in leverage where total debt-to-operating EBITDA is sustained above 2.5x due to more aggressive financial strategy associated with debt-financed acquisitions, share repurchases, and/or a severe downturn in operating results.

Additional information is available at 'www.fitchratings.com'.

Applicable Criteria and Related Research:

--'Corporate Rating Methodology; Including Short-Term Ratings and Parent and Subsidiary Linkage' (August 2013).

Applicable Criteria and Related Research:

Corporate Rating Methodology: Including Short-Term Ratings and Parent and Subsidiary Linkage

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=715139

Additional Disclosure

Solicitation Status

http://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=818810

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