Tyson Foods 2012 Annual Report Download

Download and view the complete annual report

Please find the complete 2012 Tyson Foods annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 91

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended September 29, 2012
[ ] 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)
Registrant’s telephone number, including area code: (479) 290-4000
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
Class A Common Stock, Par Value $0.10 New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act: Not Applicable
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [X] No [ ]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. [ ]
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]

Table of contents

  • Page 1
    ...(I.R.S. Employer Identification No.) 2200 Don Tyson Parkway, Springdale, Arkansas (Address of principal executive offices) 72762-6999 (Zip Code) Registrant's telephone number, including area code: Securities Registered Pursuant to Section 12(b) of the Act: Title of Each Class Class A Common Stock...

  • Page 2
    ... 81 81 Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accounting Fees and Services 82 82...

  • Page 3
    ...caseready 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...

  • Page 4
    ...chicken to meet production and sales requirements. Beef: The primary raw materials used in our beef operations are live cattle. We do not have facilities of our own to raise cattle but employ cattle buyers located throughout cattle producing areas who visit independent feed yards and public auctions...

  • Page 5
    ...of product offerings, availability of products, customer service and credit terms. INTERNATIONAL We sold products to approximately 130 countries in fiscal 2012. Major sales markets include Brazil, Canada, Central America, China, the European Union, Japan, Mexico, the Middle East, Russia, South Korea...

  • Page 6
    ... amount of brand name and product line advertising to promote our products, we consider the protection of our trademarks to be important to our marketing efforts. We also have developed non-public proprietary information regarding our production processes and other product-related matters. We...

  • Page 7
    ... changes in availability and relative costs of labor and contract growers and our ability to maintain good relationships with employees, labor unions, contract growers and independent producers providing us livestock; (ix) issues related to food safety, including costs resulting from product recalls...

  • Page 8
    ...countries, as well as our operations and assets in such countries. In fiscal 2012, we sold products to approximately 130 countries. Major sales markets include Brazil, Canada, Central America, China, the European Union, Japan, Mexico, the Middle East, Russia, South Korea, Taiwan, Ukraine and Vietnam...

  • Page 9
    ...labor strikes or work stoppages, which could adversely affect our financial results. We depend on contract growers and independent producers to supply us with livestock. We contract primarily with independent contract growers to raise the live chickens processed in our poultry operations. A majority...

  • Page 10
    ..., storage, distribution, advertising, labeling and export of our products. Our facilities for processing chicken, beef, pork, prepared foods and milling feed and for housing live chickens and swine are subject to a variety of international, federal, state and local laws relating to the protection of...

  • Page 11
    ... production and processing facilities or disruption of transportation channels, among other things. Any of these factors, as well as disruptions in our information systems, could have an adverse effect on our financial results. Media campaigns related to food production present risks. Media outlets...

  • Page 12
    ... our subsidiaries, have sales offices, facilities or participate in joint venture operations in Argentina, Brazil, Canada, China, the Dominican Republic, Hong Kong, India, Japan, Mexico, the Netherlands, Peru, the Philippines, Russia, South Korea, Spain, Sri Lanka, Taiwan, Thailand, the United Arab...

  • Page 13
    ... live hogs and fabricating pork products and allied products. The Pork segment includes three case-ready operations that share facilities with the Beef segment. Prepared Foods: Prepared Foods plants process fresh and frozen chicken, beef, pork and other raw materials into pizza toppings, branded...

  • Page 14
    ... 1983. Donnie Smith was appointed President and Chief Executive Officer in November 2009, after serving as Senior Group Vice President, Poultry and Prepared Foods since January 2009, Group Vice President of Consumer Products since 2008, Group Vice President of Logistics and Operations Services since...

  • Page 15
    ... shares of Class A common stock from time to time in open market or privately negotiated transactions. The program has no fixed or scheduled termination date. On May 3, 2012, our Board of Directors approved an increase of 35 million shares authorized for repurchase under this program. We purchased...

  • Page 16
    ...101.90 80.93 120.44 9/29/12 94.86 105.37 135.37 Tyson Foods, Inc. S&P 500 Index Peer Group The total cumulative return on investment (change in the year-end stock price plus reinvested dividends), which is based on the stock price or composite index at the end of fiscal 2007, is presented for each...

  • Page 17
    ... income (loss) Net income (loss) attributable to Tyson Diluted net income (loss) per share attributable to Tyson: Income (loss) from continuing operations Loss from discontinued operation Net income (loss) Dividends per share: Class A Class B Balance Sheet Data Cash and cash equivalents Total assets...

  • Page 18
    ... recognized brand names in the food industry. We produce, distribute and market chicken, beef, pork, prepared foods and related allied products. Our operations are conducted in four segments: Chicken, Beef, Pork and Prepared Foods. Some of the key factors influencing our business are customer demand...

  • Page 19
    ..., our working capital needs, market conditions, liquidity targets, our debt obligations and regulatory requirements. • Dividends - On November 15, 2012, the Board of Directors declared a special dividend of $0.10 per share on our Class A common stock and $0.09 per share on our Class B common stock...

  • Page 20
    ...had an increase in average sales prices mostly due to price increases associated with rising raw material costs, the majority of the increase was driven by the Beef and Pork segments. • Sales Volume - Sales were positively impacted by an increase in sales volume, which accounted for an increase of...

  • Page 21
    ... debt issuance costs incurred on our revolving credit facility, the 2014 Notes, the 4.50% Senior Notes due 2022 (2022 Notes) issued in June 2012, as well as the accretion of the debt discount on the 3.25% Convertible Senior Notes due 2013 (2013 Notes), 2014 Notes and 2022 Notes. Other (Income...

  • Page 22
    ... the rate 3.4%. SEGMENT RESULTS We operate in four segments: Chicken, Beef, Pork and Prepared Foods. The following table is a summary of sales and operating income (loss), which is how we measure segment income (loss). in millions Operating Income (Loss) 2012 2011 2010 446 $ 164 $ 519 218 468...

  • Page 23
    ..., in order to balance our supply with forecasted customer demand. These production cuts reduced our total domestic slaughter pounds by approximately 4% in fiscal 2012, but were partially offset by increases in international sales volumes and open-market meat purchases. • Average Sales Price - The...

  • Page 24
    ... 2010 - • Sales and Operating Income - • Average sales price increased due to price increases associated with increased livestock costs. We have maintained strong operating income by maximizing our revenues relative to the rising live cattle markets, partially attributable to strong export sales...

  • Page 25
    ... Change Operating Income Operating Margin $ in millions Change 2011 2010 vs. 2010 4,552 $ 908 4.1% 381 $ 8.4% 15.2% 179 $ 417 $ 7.6% 2012 vs. 2011 - • Sales and Operating Income - • Average sales price decreased due to increased domestic availability of pork products, which drove lower live...

  • Page 26
    ... discount and unamortized debt issuance costs related to the full extinguishment of the 2014 Notes. • Cash flows associated with changes in working capital: • 2012 - Decreased due to the increase in inventory and accounts receivable balances, partially offset by the increase in accounts payable...

  • Page 27
    ... visibility into our working capital needs, or should forecasted conditions change, we may raise our capital expenditures target. Purchases of marketable securities included funding for our deferred compensation plans. Proceeds from notes receivable totaling $51 million in fiscal 2011 related to the...

  • Page 28
    ... in fiscal 2011 for cash consideration totaling $66 million. Purchases of Tyson Class A common stock include: • $230 million and $170 million for shares repurchased pursuant to our share repurchase program in fiscal 2012 and 2011, respectively; and • $34 million, $37 million and $48 million...

  • Page 29
    ... of credit issued under this facility are primarily in support of workers' compensation insurance programs and derivative activities. Our 2013 Notes may be converted to Class A stock early during any fiscal quarter in the event our Class A stock trades at or above $21.96 for at least 20 trading days...

  • Page 30
    ... with the six-month interest payment due October 1, 2012. A one-notch downgrade by either ratings agency would increase the interest rates on the 2016 Notes by 0.25%. Revolving Credit Facility S&P's corporate credit rating for Tyson Foods, Inc. is "BBB-." Moody's senior, unsecured, subsidiary...

  • Page 31
    ... related receivables. RECENTLY ISSUED/ADOPTED ACCOUNTING PRONOUNCEMENTS Refer to the discussion under Part II, Item 8, Notes to Consolidated Financial Statements, Note 1: Business and Summary of Significant Accounting Policies for recently issued accounting pronouncements and Note 2: Changes...

  • Page 32
    ... exposed to gains or losses that could be material. Description Contingent liabilities We are subject to lawsuits, investigations and other claims related to wage and hour/ labor, environmental, product, taxing authorities and other matters, and are required to assess the likelihood of any adverse...

  • Page 33
    Description Accrued self insurance We are self insured for certain losses related to health and welfare, workers' compensation, auto liability and general liability claims. We use an independent third-party actuary to assist in determining our self-insurance liability. We and the actuary consider a ...

  • Page 34
    ... be more likely than not less than carrying amount or if significant changes to macro-economic factors related to the reporting unit have occurred that could materially impact fair value, a quantitative goodwill impairment test would be required. Additionally, we can elect to forgo the qualitative...

  • Page 35
    ... in the current fiscal year, we would have still passed the first step of the annual impairment test. Valuing the Domestic Chicken reporting unit utilizing projected operating margins averaging less than 3.3% (breakeven), or a 2.3% increase in the discount rate used in fiscal 2012, would have...

  • Page 36
    ... at each reporting date. Changes in market value of derivatives used in our risk management activities relating to forward sales contracts are recorded in sales. Changes in market value of derivatives used in our risk management activities surrounding inventories on hand or anticipated purchases of...

  • Page 37
    ... periodic credit evaluations of our customers' financial condition and generally do not require collateral. At September 29, 2012, and October 1, 2011, 17.1% and 16.5%, respectively, of our net accounts receivable balance was due from Wal-Mart Stores, Inc. No other single customer or customer group...

  • Page 38
    ... STATEMENTS AND SUPPLEMENTARY DATA TYSON FOODS, INC. CONSOLIDATED STATEMENTS OF INCOME Three years ended September 29, 2012 in millions, except per share data 2012 2011 2010 Sales Cost of Sales Gross Profit Operating Expenses: Selling, general and administrative Goodwill impairment Operating...

  • Page 39
    TYSON FOODS, INC. CONSOLIDATED BALANCE SHEETS September 29, 2012, and October 1, 2011 in millions, except share and per share data 2012 2011 Assets Current Assets: Cash and cash equivalents Accounts receivable, net Inventories Other current assets Total Current Assets Net Property, Plant and ...

  • Page 40
    ... 29, 2012 Shares Amount Common Stock at beginning and end of year: Class A Class B Capital in Excess of Par Value: Balance at beginning of year Stock-based compensation Balance at end of year Retained Earnings: Balance at beginning of year Net income attributable to Tyson Dividends Redeemable...

  • Page 41
    ... From Financing Activities: Payments on debt Net proceeds from borrowings Purchase of redeemable noncontrolling interest Change in restricted cash to be used for financing activities Purchases of Tyson Class A common stock Dividends Other, net Cash Used for Financing Activities Effect of Exchange...

  • Page 42
    ...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...

  • Page 43
    .... Generally, we utilize normalized operating margin assumptions based on future expectations and operating margins historically realized in the reporting units' industries. For the fiscal 2012 impairment test of material reporting units requiring a quantitative test, both our Domestic Chicken and...

  • Page 44
    ... conditions, liquidity targets, our debt obligations and regulatory requirements. In addition to the share repurchase program, we purchase shares on the open market to fund certain obligations under our equity compensation plans. A summary of cumulative share repurchases of our Class A Stock is as...

  • Page 45
    ... are included in Other current liabilities in the Consolidated Balance Sheets. Freight Expense: Freight expense associated with products shipped to customers is recognized in cost of sales. Advertising and Promotion Expenses: Advertising and promotion expenses are charged to operations in the period...

  • Page 46
    ... significant impact on our consolidated financial statements. NOTE 3: ACQUISITIONS In August 2009, we completed the establishment of related joint ventures in China referred to as Shandong Tyson Xinchang Foods (currently referred to as Shandong Tyson). The aggregate purchase price for our 60% equity...

  • Page 47
    ...2012, will be: 2013 - $16 million; 2014 - $15 million; 2015 - $15 million; 2016 - $14 million; 2017 - $12 million. NOTE 6: OTHER CURRENT LIABILITIES Other current liabilities at September 29, 2012, and October 1, 2011, include: in millions 2011 407 298 335 1,040 Accrued salaries, wages and benefits...

  • Page 48
    ...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. This...

  • Page 49
    ... 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. • • On and after July 15, 2013, until the close of business on the...

  • Page 50
    ... 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...

  • Page 51
    ... continuing operations are as follows: 2012 35.0% 1.6 0.6 (0.8) (1.9) 3.3 0.1 37.9% 2011 35.0% 1.6 (1.7) (0.9) (2.3) 0.2 (0.1) 31.8% 2010 35.0% 2.4 (1.4) (0.7) (2.0) 2.3 0.8 36.4% Federal income tax rate State income taxes Unrecognized tax benefits, net General business credits Domestic production...

  • Page 52
    ... to current year tax positions Increases related to prior year tax positions Reductions related to prior year tax positions Reductions related to settlements Reductions related to expirations of statute of limitations Balance as of the end of the year $ $ The amount of unrecognized tax benefits...

  • Page 53
    ...in 2005. These proceeds are reflected in the Chicken segment's Operating Income and included in the Consolidated Statements of Income in Cost of Sales. Also in fiscal 2010, we recorded a $12 million impairment charge related to an equity method investment. This charge is included in the Consolidated...

  • Page 54
    ... method for diluted earnings per share Effect of dilutive securities: Stock options and restricted stock Convertible 2013 Notes Denominator for diluted earnings per share - adjusted weighted average shares and assumed conversions Net Income Per Share Attributable to Tyson: Class A Basic Class...

  • Page 55
    ...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...

  • Page 56
    ... commitments) in the same line item, Cost of Sales, as the offsetting gain or loss on the related livestock forward position. in millions Consolidated Statements of Income Classification Cost of Sales $ Cost of Sales Gain/(Loss) on forwards Gain/(Loss) on purchase contract 2012 47 $ (47) 2011 (78...

  • Page 57
    ... 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...

  • Page 58
    ...contract and us. See Note 12: Fair Value Measurements for a reconciliation to amounts reported in the Consolidated Balance Sheets in Other current assets and Other current... levels as follows: Level 1 - Unadjusted quoted prices available in active markets for the identical assets or liabilities at the...

  • Page 59
    ... to determine their fair values (in millions): September 29, 2012 Assets: Commodity Derivatives Foreign Exchange Forward Contracts Available for Sale Securities: Debt securities Equity securities Deferred Compensation Assets Total Assets Liabilities: Commodity Derivatives Foreign Exchange Forward...

  • Page 60
    ... 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 Balance Sheets at fair value based on quoted market prices. We classify the shares as Level 1 as the fair...

  • Page 61
    ... on quoted market prices and are included in Other Assets in the Consolidated 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...

  • Page 62
    ...: STOCK-BASED COMPENSATION We issue shares under our stock-based compensation plans by issuing Class A stock from treasury. The total number of shares available for future grant under the Tyson Foods, Inc. 2000 Stock Incentive Plan (Incentive Plan) was 10,795,188 at September 29, 2012. Stock Options...

  • Page 63
    ...non-qualified defined benefit plan for certain contracted officers that uses a formula based on years of service and final average salary. We also have other postretirement benefit plans for which substantially all of our employees may receive benefits if they satisfy applicable eligibility criteria...

  • Page 64
    ... Change in benefit obligation Benefit obligation at beginning of year Service cost Interest cost Plan participants' contributions Actuarial loss Benefits paid Benefit obligation at end of year Change in plan assets Fair value of plan assets at beginning of year Actual return on plan assets Employer...

  • Page 65
    .... Assumptions Weighted average assumptions are as follows: Pension Benefits Qualified Non-Qualified 2012 2011 2010 2012 2011 2010 Discount rate to determine net periodic benefit cost Discount rate to determine benefit obligations Rate of compensation increase Expected return on plan assets 4.53...

  • Page 66
    ... Securities Bond Fund (a) Equity Securities: U.S. stock funds (a) International stock funds (a) Global real estate funds (a) Total equity securities Other Investments - Alternatives (b) Total fair value Insurance Contract (b) Total plan assets $ $ $ $ $ $ $ (a) Valued using quoted market...

  • Page 67
    ...$ - - $ Insurance contract $ 15 2 - - - 17 Total 21 2 - (6) $ - 17 Balance at October 1, 2011 Actual return on plan assets: Assets still held at reporting date Assets sold during the period Purchases, sales and settlements, net Transfers in and/or out of Level 3 Balance at September 29, 2012 $ We...

  • Page 68
    ...on investments Currency translation adjustment Postretirement benefits reserve adjustments Total accumulated other ... earnings Net hedging unrealized gain Currency translation adjustment Net change in postretirement liabilities Other comprehensive income (loss) - 2010 $ 12 $ 16 2 (6) 24 $ Income ...

  • Page 69
    ...caseready 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...

  • Page 70
    ... were located in foreign countries, primarily Brazil, China, Mexico and India, at September 29, 2012, and October 1, 2011, respectively. We sell certain products in foreign markets, primarily Brazil, Canada, Central America, China, the European Union, Japan, Mexico, the Middle East, Russia, South...

  • Page 71
    ..., net of refunds NOTE 18: TRANSACTIONS WITH RELATED PARTIES $ 2012 274 187 $ 2011 174 $ 311 We have operating leases for an airplane and two wastewater facilities with John Tyson, Chairman of the Company, certain members of the Tyson family, the Donald J. Tyson Revocable Trust and the Randal...

  • Page 72
    ... 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...

  • Page 73
    ...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...

  • Page 74
    ...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...

  • Page 75
    ... 2012 Sales Gross profit Operating income Net income Net income attributable to Tyson Net income per share attributable to Tyson: Class A Basic Class B Basic Diluted 2011 Sales Gross profit Operating income Net income Net income attributable to Tyson Net income per share attributable to Tyson: Class...

  • Page 76
    ... reflect changes in the subsidiary guarantees associated with the permanent release of certain subsidiary guarantors upon the retirement of the 2014 Notes. Condensed Consolidating Statement of Income for the year ended September 29, 2012 TFI Parent Sales Cost of Sales Gross Profit Operating Expenses...

  • Page 77
    ...333 20 - 353 1,203 438 765 (15) 780 Condensed Consolidating Balance Sheet as of September 29, 2012 TFI Parent Assets Current Assets: Cash and cash equivalents Accounts receivable, net Inventories Other current assets Total Current Assets Net Property, Plant and Equipment Goodwill Intangible Assets...

  • Page 78
    ...Cash Flows from Financing Activities: Net change in debt Purchase of redeemable noncontrolling interest Change in restricted cash to be used for financing activities Purchases of Tyson Class A common stock Dividends Other, net Net change in intercompany balances Cash Provided by (Used for) Financing...

  • Page 79
    ...Cash Flows from Financing Activities: Net change in debt Purchase of redeemable noncontrolling interest Change in restricted cash to be used for financing activities Purchases of Tyson Class A common stock Dividends Other, net Net change in intercompany balances Cash Provided by (Used for) Financing...

  • Page 80
    Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Tyson Foods, Inc. In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, shareholders' equity and cash flows present fairly, in all material ...

  • Page 81
    ... registered public accounting firm, PricewaterhouseCoopers LLP, who has audited the fiscal 2012 financial statements included in this Form 10-K has also audited the Company's internal control over financial reporting. Their report appears in Part II, Item 8. ITEM 9B. OTHER INFORMATION Not applicable...

  • Page 82
    ... financial officer, principal accounting officer or controller, and persons performing similar functions. This code of ethics, titled "Tyson Foods, Inc. Code of Conduct," is available, free of charge on our website at http:// ir.tyson.com. ITEM 11. EXECUTIVE COMPENSATION See the information set...

  • Page 83
    ...to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm Financial Statement Schedule - Schedule II Valuation and Qualifying Accounts for the three years ended September 29, 2012 All other schedules are omitted because they are neither applicable nor required. The...

  • Page 84
    ... filed as Exhibit 4.2 and included in Exhibit 4.1 to the Company's Current Report on Form filed June 13, 2012. Commission File No. and incorporated herein by reference). Amended and Restated Credit Agreement, dated as of March 9, 2009, as amended and restated as of February 23, 2011, among the...

  • Page 85
    .... and its directors and certain executive officers (previously filed as Exhibit 10(t) to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1995, Commission File No. 0-3400, and incorporated herein by reference). Tyson Foods, Inc. Annual Incentive Compensation Plan for...

  • Page 86
    ... to the Amended and Restated Tyson Foods, Inc. Supplemental Executive Retirement and Life Insurance Premium Plan effective November 15, 2012. Retirement Savings Plan of Tyson Foods, Inc. effective January 1, 2011 (previously filed as Exhibit 10.33 to the Company's Annual Report on Form 10-K for the...

  • Page 87
    ... Stock Incentive Plan effective October 26, 2012. Tyson Foods, Inc. Severance Pay Plan for Contracted Employees, effective October 31, 2012. Calculation of Ratio of Earnings to Fixed Charges Code of Conduct of the Company (previously filed as Exhibit 14.1 to the Company's Annual Report on Form 10K...

  • Page 88
    .... The following financial information from our Annual Report on Form 10-K for the year ended September 29, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Income, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Shareholders' Equity...

  • Page 89
    ...or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TYSON FOODS, INC. By: /s/ Dennis Leatherby Dennis Leatherby Executive Vice President and Chief Financial Officer November 19, 2012 89

  • Page 90
    ... Donnie Smith Donnie Smith /s/ Robert C. Thurber Robert C. Thurber /s/ Barbara A. Tyson Barbara A. Tyson /s/ John Tyson John Tyson /s/ Albert C. Zapanta Albert C. Zapanta Director November 19, 2012 Director November 19, 2012 Senior Vice President, Controller and Chief Accounting Officer Director...

  • Page 91
    FINANCIAL STATEMENT SCHEDULE TYSON FOODS, INC. SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS Three Years Ended September 29, 2012 in millions Balance at Beginning of Period Allowance for Doubtful Accounts: 2012 2011 2010 Inventory Lower of Cost or Market Allowance: 2012 2011 2010 Valuation Allowance...