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Item 1.	Financial Statements

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

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

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•	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.

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(a)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

•	Chicken – 6.9%

•	Beef – 2.4%

•	Pork – 7.2%

•	Prepared Foods – (5.5)%

•	International – (4.1)%

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

•	state income taxes;

•	the domestic production deduction;

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

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

•	state income taxes;

•	the domestic production deduction; and

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

•	Purchases of Tyson Class A stock included:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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Item 3.	Quantitative and Qualitative Disclosures About Market Risk

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Item 4.	Controls and Procedures

Item 1.	Legal Proceedings

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Item 1A.	Risk Factors

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

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

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

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

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

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

(1)

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

(2)	We purchased 273,602 shares during the period that were not made pursuant to our previously announced stock repurchase program, but were purchased to fund certain Company obligations under our equity compensation plans. These transactions included 241,609 shares purchased in open market transactions and 31,993 shares withheld to cover required tax withholdings on the vesting of restricted stock.

Item 3.	Defaults Upon Senior Securities

Item 4.	Mine Safety Disclosures

Item 5.	Other Information

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Item 6.	Exhibits

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