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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 28, 2013
[ ] 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
    ..., 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, Par Value $0.10 (479) 290-4000 Name of Each Exchange on Which...

  • Page 2
    ... 82 82 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 84 84...

  • 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
    ... feed yards and public auctions and buy live cattle on the open spot market. These buyers are trained to select high quality animals, and we continually measure their performance. We also enter into various risk-sharing and procurement arrangements with producers to secure a supply of livestock for...

  • Page 5
    ... a chicken further processing facility; Tyson Nantong, located in Nantong, China, is a vertically-integrated poultry production operation; and Godrej Tyson Foods, a joint venture in India in which we have a majority interest, is a poultry processing business. Our Tyson Rizhao and Tyson Nantong...

  • Page 6
    ... our own internal Food Safety and Quality Assurance oversight and review, our chicken, beef, pork and prepared foods products are subject to inspection prior to distribution, primarily by the United States Department of Agriculture (USDA) and the United States Food and Drug Administration (FDA). We...

  • Page 7
    ...operations at our facilities. The majority of our live swine supply is obtained through procurement arrangements with independent producers. We also employ buyers who purchase hogs on a daily basis, generally a few days before the animals are required for processing. In addition, we raise live swine...

  • Page 8
    ... assets in such countries. In fiscal 2013, we sold products to approximately 130 countries. Major sales markets include Brazil, Canada, Central America, China, the European Union, Japan, Mexico, the Middle East, South Korea, Taiwan, and Vietnam. Our sales to customers in foreign countries for fiscal...

  • Page 9
    ...to supply us with livestock. We contract primarily with independent contract growers to raise the live chickens processed in our poultry operations. A majority of our cattle and hogs are purchased from independent producers who sell livestock to us under marketing contracts or on the open market. If...

  • Page 10
    ... by authorities that oversee food safety standards and processing, packaging, 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...

  • Page 11
    ... business. Our business could suffer significant setbacks in sales and operating income if our customers' plans and/or markets change significantly or if we lost one or more of our largest customers, including, for example, Wal-Mart Stores, Inc., which accounted for 13.0% of our sales in fiscal 2013...

  • Page 12
    ... California, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Mississippi, Missouri, Nebraska, New Mexico, New York, North Carolina, Oklahoma, Pennsylvania, South Carolina, Tennessee, Texas, Utah, Virginia, Washington and Wisconsin. We also have sales offices throughout the United States...

  • Page 13
    ... and broiler hatcheries have sufficient capacity to meet the needs of the chicken growout operations. Beef: Beef plants include various phases of slaughtering live cattle and fabricating beef products. Some also treat and tan hides. The Beef segment includes three case-ready operations that share...

  • Page 14
    ... Human Resources Officer President of Prepared Foods, Customer and Consumer Solutions Executive Vice President and Chief Financial Officer Chief Operating Officer President and Chief Executive Officer President of Fresh Meats Chairman of the Board of Directors Executive Vice President and General...

  • Page 15
    ... served as Chairman of the Board of Directors since 1998 and was previously Chief Executive Officer of the Company from 2001 until 2006. Mr. Tyson was initially employed by the Company in 1973. David L. Van Bebber was appointed Executive Vice President and General Counsel in 2008, after serving as...

  • Page 16
    ... million shares of Class A 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 17
    ...Pilgrim's Pride Corporation, Sanderson Farms, Inc., Smithfield Foods, Inc. (up to September 26, 2013) and The J.M. Smucker Company. H.J. Heinz Co. and Smithfield Foods, Inc. were removed at the time their shares ceased public trading. Sara Lee Corp. changed its name to Hillshire Brands Co. following...

  • Page 18
    ...as total debt plus total shareholders' equity. i. During fiscal 2013 we determined our Weifang operation (Weifang) was no longer core to the execution of our strategy in China. In July 2013, we completed the sale of Weifang. Non-cash charges related to the impairment of assets in Weifang amounted to...

  • Page 19
    ... strong operational execution and margin management. The following are a few of the key drivers: • We continued to execute our strategy of accelerating growth in domestic value-added chicken sales, prepared food sales and international chicken production, innovating products, services and customer...

  • Page 20
    ...in fiscal 2013, compared to net gains of approximately $66 million in fiscal 2012, from our Pork segment commodity risk management activities. These amounts exclude the impact from related physical purchase transactions, which impact future period operating results. 2012 vs. 2011 - • Cost of sales...

  • Page 21
    ... Increase of $44 million related to employee costs including payroll and stock-based and incentive-based compensation. • Increase of $32 million related to advertising and sales promotions. Interest Income $ 2013 (7) $ 2012 (12) $ in millions 2011 (11) 2013/2012/2011 - Interest income remained...

  • Page 22
    ... production activity deduction reduced the rate 2.3%. • General business credits reduced the rate 0.9%. • State income taxes increased the rate 1.6%. SEGMENT RESULTS We operate in four segments: Chicken, Beef, Pork and Prepared Foods. The following table is a summary of sales and operating...

  • Page 23
    ... 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 increase in average sales...

  • Page 24
    ... in millions Change 2012 2011 vs. 2011 5,460 $ 50 2.4 % (1.5)% 560 $ 10.3% (143) $ 332 $ 6.1% 2013 vs. 2012 - • Sales Volume - Sales volume decreased as a result of balancing our supply with customer demand and reduced exports. • Average Sales Price - Demand for pork products improved, which...

  • Page 25
    ... Change 2012 2011 vs. 2011 3,215 $ 22 (0.9)% 117 $ 3.6% 1.6 % 64 $ 101 $ 3.0% 2013 vs. 2012 - • Sales Volume - Sales volume increased as a result of improved demand for our prepared products and incremental volumes from the purchase of two businesses in fiscal 2013. • Average Sales Price...

  • Page 26
    ... our working capital needs, market conditions, liquidity targets, our debt obligations and regulatory requirements. • Dividends - On November 14, 2013, the Board of Directors increased the quarterly dividend previously declared on August 1, 2013, to $0.075 per share on our Class A common stock and...

  • Page 27
    ... costs related to the full extinguishment of the 2014 Notes. • Cash flows associated with changes in working capital: • 2013 - Decreased primarily due to a higher accounts receivable balance, partially offset by increases in accrued salaries, wages and benefits and income tax payable. The...

  • Page 28
    ... in fiscal 2011 for cash consideration totaling $66 million. Purchases of Tyson Class A common stock include - • $550 million, $230 million and $170 million for shares repurchased pursuant to our share repurchase program in fiscal 2013, 2012 and 2011, respectively; and • $64 million, $34 million...

  • Page 29
    ... ratio was 1.86 to 1 and 1.91 to 1 at September 28, 2013, and September 29, 2012, respectively. Capital Resources Credit Facility Cash flows from operating activities and current cash on hand are our primary sources of liquidity for funding debt service, capital expenditures, dividends and share...

  • Page 30
    ... at September 28, 2013. OFF-BALANCE SHEET ARRANGEMENTS We do not have any off-balance sheet arrangements material to our financial position or results of operations. The off-balance sheet arrangements we have are guarantees of debt of outside third parties, including a lease and grower loans, and...

  • 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
    ... with our estimates or assumptions, we may be 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...

  • Page 33
    ... established, or are required to pay amounts in excess of our recorded unrecognized tax benefit liabilities, our effective tax rate in a given financial statement period could be materially affected. An unfavorable tax settlement would require use of our cash and generally result in an increase in...

  • Page 34
    ... down time and higher than expected operational costs. Upgrades to the feedstock pre-treatment systems and improvements to the mechanical reliability of the plant were completed in fiscal 2013. The plant was idled in October 2012 for scheduled maintenance and plant upgrades, which were completed in...

  • Page 35
    ...impairment test. The discount rate used in our annual goodwill impairment test increased to an average of 8.4% in fiscal 2013 from 8.0% in fiscal 2012. There were no significant changes in the other key estimates and assumptions. During fiscal 2013, 2012 and 2011, all of our material reporting units...

  • 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
    ... areas. We perform periodic credit evaluations of our customers' financial condition and generally do not require collateral. At September 28, 2013, and September 29, 2012, 17.5% and 17.1%, respectively, of our net accounts receivable balance was due from Wal-Mart Stores, Inc. No other single...

  • Page 38
    ... Tyson: Net Income from Continuing Operations Net Loss from Discontinued Operation Net Income Attributable to Tyson Weighted Average Shares Outstanding: Class A Basic Class B Basic Diluted Net Income Per Share from Continuing Operations Attributable to Tyson: Class A Basic Class B Basic Diluted Net...

  • Page 39
    TYSON FOODS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Three years ended September 28, 2013 in millions 2013 2012 2011 778 $ 576 $ 733 (14) (3) (37) 9 (45) 733 - 733 17 - 3 (4) 16 592 (7) $ 599 $ (17) (8) (41) (13) (79) 654 (17) 671 Net Income Other Comprehensive Income (Loss), Net of ...

  • Page 40
    TYSON FOODS, INC. CONSOLIDATED BALANCE SHEETS September 28, 2013, and September 29, 2012 in millions, except share and per share data 2013 2012 Assets Current Assets: Cash and cash equivalents Accounts receivable, net Inventories Other current assets Total Current Assets Net Property, Plant and ...

  • Page 41
    ... 28 5,685 2013 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 42
    ... (decrease) in interest payable Net change in other current assets and liabilities Cash Provided by Operating Activities Cash Flows From Investing Activities: Additions to property, plant and equipment Purchases of marketable securities Proceeds from sale of marketable securities Proceeds from notes...

  • Page 43
    ...our customers. Inventories: 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...

  • Page 44
    ...exit price a market participant would pay for the same business). We have elected to make the first day of the fourth quarter the annual impairment assessment date for goodwill and other indefinite life intangible assets. We estimate the fair value of our reporting units using a discounted cash flow...

  • Page 45
    ... 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 46
    ... gains or losses reported currently in earnings. Changes in market value of derivatives used in our risk management activities relating to forward sales contracts are recorded in sales, while changes surrounding inventories on hand or anticipated purchases of inventories or supplies are recorded in...

  • Page 47
    ...-term business strategy in China, we determined our Weifang operation (Weifang), which was part of our Chicken segment, was no longer core to the execution of our strategy given the capital investment it required to execute our future business plan. Consequently, we conducted an impairment test and...

  • Page 48
    ... AND EQUIPMENT The following table reflects major categories of property, plant and equipment and accumulated depreciation at September 28, 2013, and September 29, 2012: in millions 2012 101 2,868 5,208 408 298 8,883 4,861 4,022 Land Building and leasehold improvements Machinery and equipment Land...

  • Page 49
    ...million. NOTE 7: OTHER CURRENT LIABILITIES Other current liabilities at September 28, 2013, and September 29, 2012, include: in millions 2012 382 274 287 943 Accrued salaries, wages and benefits Self-insurance reserves Other Total other current liabilities NOTE 8: DEBT $ $ 2013 419 267 452 1,138...

  • Page 50
    ... We purchased call options in private transactions for $94 million that permit us to acquire up to approximately 27 million shares of our Class A stock at the current strike price of $16.78 per share, subject to adjustment. The call options allow us to acquire a number of shares of our Class A stock...

  • Page 51
    ... tax rate from continuing operations are as follows: Federal income tax rate State income taxes General business credits Domestic production deduction Foreign rate differences and valuation allowances Other 2013 35.0% 2.4 (1.3) (3.2) 0.3 (0.6) 32.6% 2012 35.0% 1.5 (0.7) (1.8) 1.8 0.6 36.4% 2011 35...

  • Page 52
    ..., the domestic production deduction and estimated general business credits decreased tax expense by $25 million and $9 million, respectively. Approximately $53 million, $2 million and $36 million of income from continuing operations before income taxes for fiscal 2013, 2012 and 2011, respectively...

  • Page 53
    ... 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 $ 2013 168 $ 3 15 (6) (2) (3) 175 $ 2012 174...

  • Page 54
    ... stock Convertible 2013 Notes Warrants Denominator for diluted earnings per share - adjusted weighted average shares and assumed conversions Net Income Per Share from Continuing Operations Attributable to Tyson: Class A Basic Class B Basic Diluted Net Income Per Share Attributable to Tyson: Class...

  • Page 55
    ...into to manage the price risk associated with forecasted purchases of these inputs used in our production processes. Foreign exchange forward contracts are entered into to manage the fluctuations in foreign currency exchange rates, primarily as a result of certain receivable and payable balances. We...

  • Page 56
    ... is to reduce the variability 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...

  • Page 57
    ...impacts current earnings. We had the following aggregate outstanding notional values related to our undesignated positions: in millions, except soy meal tons September 28, 2013 September 29, 2012 69 204,600 11 60 159 95 19 1,200 17 68 108 165 Metric Commodity: Corn Soy Meal Soy Oil Live Cattle Lean...

  • Page 58
    ... when a legally enforceable master netting arrangement exists between the counterparty to a derivative contract and us. See Note 13: Fair Value Measurements for a reconciliation to amounts reported in the Consolidated Balance Sheets in Other current assets and Other current liabilities. NOTE...

  • Page 59
    ... in our Consolidated 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 September 28, 2013, and September 29, 2012, we had posted...

  • Page 60
    ... expire in June 2015, to purchase an equivalent amount of Syntroleum Corporation common stock at an average price of $28.70. 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
    ...28, 2013, and September 29, 2012. Deferred Compensation Assets: We maintain non-qualified deferred compensation plans for certain executives and other highly compensated employees. Investments are maintained within a trust and include money market funds, mutual funds and life insurance policies. The...

  • Page 62
    ...balance was due from Wal-Mart Stores, Inc. No other single customer or customer group represented greater than 10% of net accounts receivable. NOTE 14: STOCK-BASED COMPENSATION We issue shares under our stock-based compensation plans by issuing Class A stock from treasury. The total number of shares...

  • Page 63
    ...28, 2013 Number of Shares 174,062 $ 924,651 (32,468) (64,935) 1,001,310 $ 2.0 We recognized stock-based compensation expense related to performance shares, net of income taxes, of $2.4 million, $0.2 million and $0.3 million for fiscal 2013, 2012 and 2011, respectively. The related tax benefit for...

  • Page 64
    ..., we implemented a 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...

  • Page 65
    ... service (cost)/credit Net amount recognized $ $ $ $ At September 28, 2013, three pension plans had an accumulated benefit obligation in excess of plan assets. At September 29, 2012, all pension plans had an accumulated benefit obligation in excess of plan assets. Plans with accumulated benefit...

  • Page 66
    Assumptions Weighted average assumptions are as follows: Pension Benefits Qualified Non-Qualified 2013 2012 2011 2013 2012 2011 Discount rate to determine net periodic benefit cost Discount rate to determine benefit obligations Rate of compensation increase Expected return on plan assets 4.02% 4.77%...

  • Page 67
    ...1 - (1) - 17 Balance at September 29, 2012 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 28, 2013 Alternative funds $ - - - 3 - 3 Insurance contract $ 17...

  • Page 68
    ...69) (33) (108) $ $ The before and after tax changes in the components of other comprehensive income (loss) are as follows: 2013 Before Tax Derivatives accounted for as cash flow hedges: (Gain) loss reclassified to Cost of Sales (Gain) loss reclassified to Other Income/Expense Unrealized gain (loss...

  • 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
    ... Brazil, China, Mexico and India, at September 28, 2013, and September 29, 2012, respectively. We sell certain products in foreign markets, primarily Brazil, Canada, Central America, China, the European Union, Japan, Mexico, the Middle East, South Korea, Taiwan, and Vietnam. Our export sales...

  • Page 71
    ... stock repurchase plan, on September 11, 2013, we purchased one million shares of Class A common stock from the Tyson Limited Partnership for $29.85 million or $29.85 per share. The Tyson Limited Partnership, of which John Tyson and director Barbara Tyson are general partners, owns 70 million shares...

  • Page 72
    ...sought rehearing en banc, which was denied by the Court of Appeals on October 5, 2007. The United States Supreme Court denied our petition for a writ of certiorari on June 9, 2008. On October 4, 2013, the District Court ordered the parties to provide a status report within ten days or the case would...

  • Page 73
    ... and hour actions involving Tyson Fresh Meats Inc.'s plants located in Garden City, 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 74
    ...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 75
    ... Quarter 2013 Sales Gross profit Operating income Net income Amounts attributable to Tyson: Net income from continuing operations Net loss from discontinued operation Net income attributable to Tyson Net income per share from continuing operations attributable to Tyson: Class A Basic Class B Basic...

  • Page 76
    ... Condensed Consolidating Statement of Income and Comprehensive Income for the year ended September 28, 2013 TFI Parent Sales Cost of Sales Gross Profit Selling, General and Administrative Operating Income Other (Income) Expense: Interest expense, net Other, net Equity in net earnings of subsidiaries...

  • Page 77
    Condensed Consolidating Statement of Income and Comprehensive Income for the year ended September 29, 2012 TFI Parent Sales Cost of Sales Gross Profit Selling, General and Administrative Operating Income Other (Income) Expense: Interest expense, net Other, net Equity in net earnings of subsidiaries ...

  • Page 78
    Condensed Consolidating Balance Sheet as of September 28, 2013 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 Other Assets Investment in ...

  • Page 79
    ... for) Investing Activities Cash Flows from Financing Activities: Net change in debt Purchase of redeemable noncontrolling interest Purchases of Tyson Class A common stock Dividends Stock options exercised Other, net Net change in intercompany balances Cash Provided by (Used for) Financing Activities...

  • Page 80
    ... for) Investing Activities Cash Flows from Financing Activities: Net change in debt Purchase of redeemable noncontrolling interest Purchases of Tyson Class A common stock Dividends Stock options exercised Other, net Net change in intercompany balances Cash Provided by (Used for) Financing Activities...

  • Page 81
    ... 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, comprehensive income, shareholders' equity and cash flows present fairly, in all material...

  • Page 82
    ... White's agreement provides for an annual base salary of $725,000. Both agreements provide eligibility for participation in the Company's annual performance incentive plan and supplemental executive retirement plan, as well as any benefit programs generally applicable to employees of the Company. In...

  • Page 83
    On November 18, 2013, James V. Lochner, the Company's Chief Operating Officer, announced that he would retire on September 20, 2014. In connection with his announcement, the Company and Mr. Lochner entered into an amendment to Mr. Lochner's November 14, 2012 employment agreement which provides that ...

  • Page 84
    ... our directors and employees, including our principal executive officers, principal 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...

  • Page 85
    ..., FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as a part of this report: Consolidated Statements of Income for the three years ended September 28, 2013 Consolidated Statements of Comprehensive Income for the three years ended September 28, 2013 Consolidated Balance Sheets at...

  • Page 86
    ... filed as Exhibit 4.2 and included in Exhibit 4.1 to the Company's Current Report on Form 8-K filed June 13, 2012, Commission File No. 001-14704, and incorporated herein by reference). Credit Agreement, dated as of August 9, 2012, among the Company, JPMorgan Chase Bank, N.A., as the Administrative...

  • Page 87
    ... 2010 (previously filed as Exhibit 10.34 to the Company's Annual Report on Form 10-K for the fiscal year ended October 1, 2005, Commission File No. 001-14704, and incorporated herein by reference). Amended and Restated Tyson Foods, Inc. Employee Stock Purchase Plan, effective as of February 1, 2013...

  • Page 88
    ... Plan effective May 1, 2013. Amended and Restated Tyson Foods, Inc. Supplemental Executive Retirement and Life Insurance Premium Plan effective November 14, 2013. Retirement Savings Plan of Tyson Foods, Inc. effective January 1, 2011 (previously filed as Exhibit 10.33 to the Company's Annual Report...

  • Page 89
    ... Option Grant Agreement with key employees and contracted employees at band level 6-9 pursuant to which stock option awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 29, 2010 (previously filed as Exhibit 10.42 to the Company's Annual Report on Form 10-K for...

  • Page 90
    ... following financial information from our Annual Report on Form 10-K for the year ended September 28, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv...

  • Page 91
    ...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 18, 2013 91

  • Page 92
    ... 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 18, 2013 Director November 18, 2013 Senior Vice President, Controller and Chief Accounting Officer Director...

  • Page 93
    FINANCIAL STATEMENT SCHEDULE TYSON FOODS, INC. SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS Three Years Ended September 28, 2013 in millions Balance at Beginning of Period Allowance for Doubtful Accounts: 2013 2012 2011 Inventory Lower of Cost or Market Allowance: 2013 2012 2011 Valuation Allowance...

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