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>> REPORT OF MANAGEMENT
TYSON FOODS, INC. 2005 ANNUAL REPORT
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Tyson Foods, Inc. >> 61
The management of Tyson Foods, Inc., (the Company) has the
responsibility of preparing the accompanying financial statements
and is responsible for their integrity and objectivity. The state-
ments were prepared in conformity with accounting principles
generally accepted in the United States applied on a consistent
basis. Such financial statements are necessarily based, in part, on
best estimates and judgments.
The Company maintains a system of internal accounting controls,
and a program of internal auditing designed to provide reasonable
assurance that the Company’s assets are protected and that trans-
actions are executed in accordance with proper authorization, and
are properly recorded. This system of internal accounting controls
is continually reviewed and modified in response to changing busi-
ness conditions and operations and to recommendations made by
the independent auditors and the internal auditors. The Company
has a code of conduct and an experienced full-time compliance
officer. The management of the Company believes that the
accounting and control systems provide reasonable assurance
that assets are safeguarded and financial information is reliable.
The Audit Committee of the Board of Directors meets regularly
with the Company’s financial management and counsel, with the
Company’s internal auditors and with the independent auditors
engaged by the Company. These meetings include discussions of
internal accounting controls and the quality of financial reporting.
The Audit Committee has discussed with the independent auditors
matters required to be discussed by Statement of Auditing
Standards No. 61 (Communication with Audit Committees). In addi-
tion, the Committee has discussed with the independent auditors,
the auditors’ independence from the Company and its manage-
ment, including the matters in the written disclosures required by
the Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees). The independent auditors and
the Internal Audit Department have free and independent access
to the Audit Committee to discuss the results of their audits or any
other matters relating to the Company’s financial affairs.
Ernst & Young LLP, independent auditors, have audited the accom-
panying consolidated financial statements.
REPORT ON INTERNAL CONTROL OVER
FINANCIAL REPORTING
Management is responsible for establishing and maintaining
adequate internal control over financial reporting, as defined in
Rules 13a-15(f) of the Securities Exchange Act of 1934. The
Company’s internal control system was designed to provide
reasonable assurance to management and the board of directors
regarding the preparation and fair presentation of published finan-
cial statements. Because of its inherent limitations, internal control
over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future peri-
ods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. Management
conducted an evaluation of the effectiveness of the Company’s
internal control over financial reporting as of October 1, 2005. In
making this assessment, the Company used criteria set forth by
the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal Control – Integrated Framework.
Based on this evaluation under the framework in Internal Control –
Integrated Framework issued by COSO, Management concluded
that the Company’s internal control over financial reporting was
effective as of October 1, 2005.
Management’s assessment of the effectiveness of the Company’s
internal control over financial reporting as of October 1, 2005, has
been audited by Ernst & Young LLP, the Company’s independent
registered public accounting firm. Accordingly, Ernst & Young LLP
has issued an attestation report on management’s assessment of
the Company’s internal control over financial reporting. The report
appears on page 60.
December 7, 2005
John Tyson
Chairman of the Board and
Chief Executive Officer
Dennis Leatherby
Senior Vice President, Finance
and Treasurer and Interim
Chief Financial Officer