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TYSON FOODS INC
FORM 10-K
(Annual Report)
Filed 11/17/14 for the Period Ending 09/27/14
Address 2200 DON TYSON PARKWAY
SPRINGDALE, AR 72762-6999
Telephone 479-290-4000
CIK 0000100493
Symbol TSN
SIC Code 2015 - Poultry Slaughtering and Processing
Industry Food Processing
Sector Consumer/Non-Cyclical
Fiscal Year 09/30
http://www.edgar-online.com
© Copyright 2014, EDGAR Online, Inc. All Rights Reserved.
Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

Table of contents

  • Page 1
    TYSON FOODS INC FORM 10-K (Annual Report) Filed 11/17/14 for the Period Ending 09/27/14 Address Telephone CIK Symbol SIC Code Industry Sector Fiscal Year 2200 DON TYSON PARKWAY SPRINGDALE, AR 72762-6999 479-290-4000 0000100493 TSN 2015 - Poultry Slaughtering and Processing Food Processing Consumer...

  • Page 2
    ...(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 3
    ... Data Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information 19 21 23 42 44 95 95 95 Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management...

  • Page 4
    ... We operate a fully vertically integrated chicken production process. Our integrated operations consist of breeding stock, contract growers, feed production, processing, further-processing, marketing and transportation of chicken and related allied products, including animal and pet food ingredients...

  • Page 5
    ... raising and processing live chickens into fresh, frozen and value-added chicken products in Brazil, China, India and Mexico. Products are marketed in each respective country to food retailers, foodservice distributors, restaurant operators, hotel chains, noncommercial foodservice establishments and...

  • Page 6
    ... of product offerings, availability of products, customer service and credit terms. FOREIGN OPERATIONS We sold products in approximately 130 countries in fiscal 2014 . Major sales markets include Brazil, Canada, Central America, China, the European Union, Japan, Mexico, the Middle East, South Korea...

  • Page 7
    ... Center enables us to bring new market-leading retail and foodservice products to the customer quickly and efficiently. We also lease an approximately 73,000 square foot research and development facility outside Chicago, Illinois assumed in our Hillshire Brands acquisition. Research and development...

  • Page 8
    ... acquisitions or joint ventures and successfully integrate newly acquired businesses into existing operations; (xvii) failures or security breaches of our information technology systems; (xviii) effectiveness of advertising and marketing programs; and (xix) those factors listed under Item 1A. "Risk...

  • Page 9
    ... will not have other adverse effects on our business. In light of these uncertainties, you should not place undue reliance on our estimated cost-savings. Finally, we may not be able to achieve the targeted operating or long-term strategic benefits of the Hillshire Brands acquisition or could incur...

  • Page 10
    ... our sales to customers in foreign countries, as well as our operations and assets in such countries. In fiscal 2014 , 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...

  • Page 11
    ... our results of operations. We also seek to maintain and extend the image of our brands through marketing investments, including advertising, consumer promotions and trade spend. Due to inherent risks in the marketplace associated with advertising, promotions and new product introductions, including...

  • Page 12
    ... assets could negatively impact our consolidated results of operations and net worth. Goodwill and indefinite life intangible assets are initially recorded at fair value and not amortized, but are reviewed for impairment at least annually or more frequently if impairment indicators arise. In...

  • Page 13
    ... regulations by authorities that oversee food safety standards and processing, packaging, storage, distribution, advertising, labeling and export of our products. See "Environmental Regulation and Food Safety" in Item 1 of this Annual Report on Form 10-K. Changes in laws or regulations that impose...

  • Page 14
    ...for our products for their own private label products. Because of these trends, our volume growth could slow or we may need to lower prices or increase promotional spending for our products. The loss of a significant customer or a material reduction in sales to, or adverse change to trade terms with...

  • Page 15
    ... stock. At this time, the TLP does not have a managing general partner, as such, the management rights of the managing general partner may be exercised by a majority of the percentage interests of the general partners. As of September 27, 2014 , Mr. John Tyson, Chairman of the Board of Directors...

  • Page 16
    ... at the end of fiscal 2013. The increase in the underfunded position is due to the acquisition of Hillshire Brands. Changes in interest rates and the market value of plan assets can impact the funded status of the plans and cause volatility in the net periodic benefit cost and our future funding...

  • Page 17
    ...have production and distribution operations in the following states: Alabama, Arizona, Arkansas, California, Delaware, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Mississippi, Maryland, Michigan, Missouri, Nebraska, New Mexico, New York, North Carolina, Oklahoma, Pennsylvania, South...

  • Page 18
    ... 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, turkey, beef, pork and other raw materials into pizza toppings, branded and processed meats...

  • Page 19
    ... as Senior Vice President, Chief Customer Officer for Sara Lee Corporation's North American operations from 2011 to 2012, after serving as President, of Sara Lee's North American Foodservice segment from 2009 to 2011. The Hillshire Brands Company was acquired by the Company in August 2014. Howell...

  • Page 20
    .... Donnie Smith was appointed President and Chief Executive Officer in 2009, after serving as Senior Group Vice President, Poultry and Prepared Foods since January 2009, prior to which he served as Group Vice President of Consumer Products since 2008, Group Vice President of Logistics and Operations...

  • Page 21
    ...09 per share on our Class B stock. The increased quarterly dividend is payable on December 15, 2014, to shareholders of record at the close of business on December 1, 2014. MARKET INFORMATION Our Class A stock is traded on the New York Stock Exchange under the symbol "TSN." No public trading market...

  • Page 22
    ...01 200.67 Tyson Foods, Inc. S&P 500 Index Previous Peer Group Current 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 2009, is presented for...

  • Page 23
    ... sale of our Brazil operation and Mexico's undistributed earnings tax, $197 million pretax expense related to the Hillshire Brands acquisition, integration and costs associated with our Prepared Foods improvement plan, $40 million pretax expense related to the Hillshire Brands post-closing results...

  • Page 24

  • Page 25
    ... required by or calculated in accordance with generally accepted accounting principles (GAAP) and should not be considered as substitutes for net income or any other measure of financial performance reported in accordance with GAAP or as a measure of operating cash flow or liquidity. EBITDA is...

  • Page 26
    ...through strong operational execution and margin management. We continued to execute our strategy of accelerating growth in domestic value-added chicken sales, prepared food sales, innovating products, services and customer insights and cultivating our talent development to support Tyson's growth for...

  • Page 27
    ... tax benefits. • $197 million, or $0.37 per diluted share, related to the Hillshire Brands acquisition, integration and costs associated with our Prepared Foods improvement plan. • $42 million, or $0.16 per diluted share, related to an impairment in our Brazil operation and Mexico undistributed...

  • Page 28

  • Page 29
    ... Prepared Foods strategy. • Increase of $32 million related to advertising and sales promotions. • Increase of $82 million related to professional fees, of which $52 million related to the Hillshire Brands acquisition and integration costs. • Increases of $17 million in information technology...

  • Page 30
    ... issuance costs incurred on our revolving credit facility, the senior notes and term loans issued in connection with our acquisition of Hillshire Brands and the accretion of the debt discount on the 2013 Notes. The decrease in non-cash interest expense in fiscal 2014 is due primarily to lower non...

  • Page 31
    ...Pork, Prepared Foods and International. The results from Dynamic Fuels are included in Other. We allocate expenses related to corporate activities to the segments, except for acquisition and integration related fees which are included in Other. The following table is a summary of sales and operating...

  • Page 32
    ... rising live cattle markets, partially offset by increased operating costs. • Derivative Activities - Operating results included net losses of $72 million in fiscal 2014, compared to net gains of $9 million in fiscal 2013 for commodity risk management activities related to futures contracts. These...

  • Page 33
    ...which mostly offset the commodity risk management losses. 2013 vs. 2012 - • Sales Volume - Sales volume decreased as a result of decreased customer demand and reduced exports. • Average Sales Price - Demand for pork products improved, which drove up average sales price and livestock cost despite...

  • Page 34
    ...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...

  • Page 35

  • Page 36
    ... in input costs and price increases associated with the increased input costs. • 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 higher accounts receivable balance is largely...

  • Page 37
    ...issuance costs Net proceeds from issuance of equity component of tangible equity units Purchases of Tyson Class A common stock Dividends Stock options exercised Other, net Net cash provided by (used for) financing activities • $ 2014 (639) $ 5,576 205 873 1,255 (295) (104) 67 (23) 6,915 $ 2013 (91...

  • Page 38
    ..., 2013 , respectively. The decrease in fiscal 2014 is due to the acquisition of Hillshire Brands. 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 39
    ... in the debt component of tangible equity units. Additionally, as part of the transaction we assumed $868 million of senior notes and other debt from Hillshire Brands. Credit Ratings 2016 Notes On February 11, 2013, Standard & Poor's Ratings Services (S&P), upgraded the credit rating of the 2016...

  • Page 40
    ...position is due to the acquisition of Hillshire Brands. We expect to contribute approximately $14 million of cash to our pension plans in 2015 as compared to approximately $9 million in 2014 and $8 million in 2013. The exact amount of cash contributions made to pension plans in any year is dependent...

  • Page 41
    ..., deferred income, self-insurance, and asset retirement obligations. We are unable to reliably estimate the amount of these payments beyond fiscal 2015; therefore, we have only included the total liability in the table above. We also have employee benefit obligations consisting of pensions and other...

  • Page 42
    ... products, thus recorded as a reduction to sales. The remainder of marketing and advertising costs is recorded as a selling, general and administrative expense. Judgments and Uncertainties Our contingent liabilities contain uncertainties because the eventual outcome will result from future events...

  • Page 43
    ..., could increase or decrease causing estimates in our self-insurance liability to change. Effect if Actual Results Differ From Assumptions We have not made any material changes in the accounting methodology used to establish our self-insurance liability during the past three fiscal years. We...

  • Page 44
    ... and net periodic benefit cost in future periods. The risks of participating in multiemployer plans are different from single-employer plans. The net pension cost of the multiemployer plans is equal to the annual contribution determined in accordance with the provisions of negotiated labor contracts...

  • Page 45
    ...-lived asset, including forecasting useful lives of assets and selecting the discount rate that reflects the risk inherent in future cash flows to determine fair value. We have not made any material changes in the accounting methodology used to evaluate the impairment of long-lived assets during...

  • Page 46
    ...acquired in a business combination and the fair value of the reporting unit was determined as the exit price a market participant would pay for the same business). For other indefinite life intangible assets, a qualitative assessment can also be performed to determine whether the existence of events...

  • Page 47

  • Page 48
    ... consider any of our material reporting units at significant risk of failing the first step of the annual goodwill impairment test. At September 27, 2014, $4.8 billion of goodwill associated with our acquisition of Hillshire Brands has not yet been allocated to our reporting units. The allocation of...

  • Page 49
    ... areas. We perform periodic credit evaluations of our customers' financial condition and generally do not require collateral. At September 27, 2014 , and September 28, 2013 , 18.6% and 17.5% , respectively, of our net accounts receivable balance was due from Wal-Mart Stores, Inc. No other single...

  • Page 50
    ...A Basic Class B Basic Diluted Net Loss Per Share from Discontinued Operation Attributable to Tyson: Class A Basic Class B Basic Diluted Net Income Per Share Attributable to Tyson: Class A Basic Class B Basic Diluted Dividends Declared Per Share: Class A Class B See accompanying notes. 44 $ 2014 37...

  • Page 51

  • Page 52
    TYSON FOODS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Three years ended September 27, 2014 in millions 2014 2013 2012 856 $ 778 $ 576 1 4 (30) (14) (39) 817 (8) 825 $ (14) (3) (37) 9 (45) 733 - 733 $ 17 - 3 (4) 16 592 (7) 599 Net Income Other Comprehensive Income (Loss), Net of Taxes: ...

  • Page 53
    TYSON FOODS, INC. CONSOLIDATED BALANCE SHEETS September 27, 2014, and September 28, 2013 in millions, except share and per share data 2014 2013 Assets Current Assets: Cash and cash equivalents Accounts receivable, net Inventories Other current assets Assets held for sale Total Current Assets Net ...

  • Page 54
    ... Issuance of Class A common stock Issuance of tangible equity units Convertible debt settlement Convertible note hedge settlement Warrant settlement Stock-based compensation Balance at end of year Retained Earnings: Balance at beginning of year Net income attributable to Tyson Dividends Balance at...

  • Page 55
    Net foreign currency translation adjustment and other Total Equity Attributable to Noncontrolling Interests Total Shareholders' Equity See accompanying notes. 47 $ $ 1 14 8,904 $ $ (1) 32 6,233 $ $ - 30 6,042

  • Page 56
    ... of common stock, net of issuance costs Net proceeds from issuance of equity component of tangible equity units Purchases of Tyson Class A common stock Dividends Stock options exercised Other, net Cash Provided by (Used for) Financing Activities Effect of Exchange Rate Change on Cash Increase...

  • Page 57
    ... ACCOUNTING POLICIES Description of Business: Tyson Foods, Inc. (collectively, "Company," "we," "us" or "our"), founded in 1935 with world headquarters in Springdale, Arkansas, is one of the world's largest producers of chicken, beef, pork and prepared foods that include leading brands such as Tyson...

  • Page 58
    ...acquired in a business combination and the fair value of the reporting unit was determined as the 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...

  • Page 59
    ... 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 incurred. Customer incentive and trade promotion activities are recorded as a reduction to sales based...

  • Page 60
    ..., net proceeds from the issuance of new senior notes, Class A common stock (Class A stock), and tangible equity units as well as borrowings under a new term loan facility (refer to Note 7: Debt and Note 8: Equity). Hillshire Brands' results from operations subsequent to the acquisition closing are...

  • Page 61
    ... diluted share from continuing operations attributable to Tyson $ $ During the second quarter of fiscal 2014 we acquired a value-added food business as part of our strategic expansion initiative, which is included in our Prepared Foods segment. The aggregate purchase price of the acquisition was...

  • Page 62
    ... fiscal 2014, we recorded impairment charges of $52 million related to the planned closure of three Prepared Foods plants. The Company's Cherokee, Iowa plant closed in September 2014, while the Company's plants in Buffalo, New York and Santa Teresa, New Mexico are expected to cease operations during...

  • Page 63
    ... it required to execute our future business plan. Consequently, we conducted an impairment test and recorded a $56 million impairment charge in the second quarter of fiscal 2013. We subsequently sold Weifang which resulted in reporting it as a discontinued operation. The sale was completed in...

  • Page 64
    ..., we acquired and consolidated Hillshire Brands. The unallocated portion of goodwill is attributable to our acquisition of Hillshire Brands. The allocation of goodwill to our reportable segments is pending finalization of the expected synergies and the impact of the synergies to our reporting units...

  • Page 65
    ... 2013 $ 69 12 140 - 8 229 107 122 16 138 2014 Amortizable intangible assets: Brands and trademarks Customer relationships Patents, intellectual property and other Non-compete agreements Land use rights Total gross amortizable intangible assets Less accumulated amortization Total net amortizable...

  • Page 66
    ...due August 2044 (2044 Notes) Discount on senior notes Term loan facility: 3-year tranche 5-year tranche A 5-year tranche B Amortizing Notes - Tangible Equity Units (see Note 8: Equity) GO Zone tax-exempt bonds Other Total debt Less current debt Total long-term debt $ 2014 - - 407 638 120 1,000 287...

  • Page 67
    ... $1.0 billion of senior unsecured notes, which will mature in June 2022. The 2022 Notes carry a 4.50% interest rate, with interest payments due semi-annually on June 15 and December 15. After the original issue discount of $5 million , based on an issue price of 99.458% , we received net proceeds of...

  • Page 68
    ... $ 250 45 295 September 28, 2013 Shares Dollars 21.1 2.8 23.9 $ $ 550 64 614 Share Issuance In fiscal 2014, we issued 23.8 million shares of our Class A stock, to provide funding for the Hillshire Brands acquisition. Total proceeds, net of underwriting discounts and other offering related fees and...

  • Page 69
    ... of $37.80 per share, we will deliver 1.3228 shares of Class A stock per purchase contract, or a maximum of 39.7 million Class A shares. The "Applicable Market Value" means the average of the closing prices of our Class A stock on each of the 20 consecutive trading days beginning on, and including...

  • Page 70
    ... Other During fiscal 2014, the domestic production deduction and the decrease in unrecognized tax benefits decreased tax expense by $50 million and $58 million , respectively. During fiscal 2013, the domestic production deduction and estimated general business credits decreased tax expense...

  • Page 71
    ... fiscal 2014, the Company changed its permanent reinvestment assertion with respect to $183 million of earnings related to its poultry operations in Mexico and Brazil due to the planned sale of those operations and repatriation of the related proceeds, and as a result we recorded expense, net of...

  • Page 72
    ... related to an available-for-sale security and $60 million of costs associated with bridge financing facilities for the Hillshire Brands acquisition, which were recorded in the Consolidated Statements of Income in Other, net. During fiscal 2013, we recorded a $19 million currency translation...

  • Page 73
    ... and restricted stock Tangible Equity Units 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...

  • Page 74
    ... reviewed by our Board of Directors' Audit Committee. These programs are monitored by senior management and may be revised as market conditions dictate. Our current risk management programs utilize industry-standard models that take into account the implicit cost of hedging. Risks associated...

  • Page 75
    ... 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 76
    ... Earnings 2012 (10) 51 - 41 Consolidated Statements of Income Classification 2014 Derivatives not designated as hedging instruments: Commodity contracts Commodity contracts Foreign exchange contracts Total Sales $ Cost of Sales Other Income/Expense $ 68 75 $ (136) - (61) $ 2013 (10) $ (24) 2 (32) $

  • Page 77
    ... other than quoted prices that are observable for the asset or liability; and Inputs derived principally from or corroborated by other observable market data. Level 3 - Unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment...

  • Page 78
    ... market data ...assets and liabilities accounted for at ...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 27, 2014 , and September 28, 2013...

  • Page 79
    ... exchange forward contracts primarily include exchange-traded and over-thecounter contracts which are further described in Note 12: Derivative Financial Instruments. We record our commodity derivatives at fair value using quoted market prices adjusted for credit and non-performance risk and internal...

  • Page 80
    ... 27, 2014 , and September 28, 2013 . Deferred Compensation Assets: We maintain non-qualified deferred compensation plans for certain executives and other highly compensated employees. Investments are generally maintained within a trust and include money market funds, mutual funds and life insurance...

  • Page 81
    ... under the Tyson Foods, Inc. 2000 Stock Incentive Plan (Incentive Plan) was 30,428,186 at September 27, 2014 . Stock Options Shareholders approved the Incentive Plan in January 2001. The Incentive Plan is administered by the Compensation and Leadership Development Committee of the Board of Directors...

  • Page 82
    ...1.2 million restricted stock awards vest in fiscal 2014 , 2013 and 2012 , respectively, with a grant date fair value of $11 million , $20 million and $17 million , respectively. Performance-Based Shares We award performance-based shares of our Class A stock to certain senior executives. These awards...

  • Page 83
    ...and life insurance. Benefit Obligations and Funded Status The following table provides a reconciliation of the changes in the plans' benefit obligations, assets and funded status at September 27, 2014 , and September 28, 2013 : in millions Pension Benefits Qualified Non-Qualified 2014 2013 2014 2013...

  • Page 84
    ...service cost/(credit) Net amount recognized $ $ $ At September 27, 2014 , seven pension plans had an accumulated benefit obligation in excess of plan assets. At September 28, 2013 , three pension plans had an accumulated benefit obligation in excess of plan assets. Plans with accumulated benefit...

  • Page 85
    ..., developed from high-quality debt securities, were applied to the benefit obligations to determine the appropriate discount rate. As of September 27, 2014, all pension and other postretirement benefit plans used the RP-2014 mortality tables. At September 28, 2013, the pension plans used the 2013...

  • Page 86
    ... funds Corporate bonds Government and municipal bonds Mortgage backed securities Total fixed income securities Equity Securities: U.S. securities funds Non-U.S. securities funds Commodity funds Global real estate funds Total equity securities Other Insurance Contract at Contract Value Total plan...

  • Page 87
    ... and settlements, net Transfers in and/or out of Level 3 Balance at September 27, 2014 $ Other 3 Insurance contract $ 14 - - 1 - 15 $ Total 17 - - 1 4 22 $ - - - (3) - $ Contributions Our policy is to fund at least the minimum contribution required to meet applicable federal employee benefit...

  • Page 88
    ...board of trustees composed of the management of the participating companies and labor representatives. The risks of participating in multiemployer plans are different from single-employer plans. Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees...

  • Page 89
    ...are as follows: in millions 2013 (4) (2) (69) (33) (108) 2014 Accumulated other comprehensive income (loss), net of taxes: Unrealized net hedging gain (loss) Unrealized net gain (loss) on investments Currency translation adjustment Postretirement benefits reserve adjustments Total accumulated other...

  • Page 90
    ... well as logistics operations to move products through the supply chain. Pork: Pork includes our operations related to processing live market hogs and fabricating pork carcasses into primal and sub-primal cuts and case-ready products. Products are marketed domestically to food retailers, foodservice...

  • Page 91
    ... other operating segments. The aforementioned sales from intersegment transactions, which were at market prices, were included in the segment sales in the above table. Our largest customer, Wal-Mart Stores, Inc., accounted for 14.6% , 13.0% and 13.8% of consolidated sales in fiscal 2014 , 2013 and...

  • Page 92
    ..., China and India, at September 27, 2014 , and September 28, 2013 , 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 from the United...

  • Page 93
    ... are limited to the net tangible assets of the participating livestock suppliers, we also manage a portion of our credit risk associated with these programs by obtaining security interests in livestock suppliers' assets. After analyzing residual credit risks and general market conditions, we had no...

  • Page 94
    .... The plaintiffs have filed a motion to modify this judgment. Abadeer v. Tyson Foods, Inc., and Tyson Fresh Meats, Inc., M.D. Tennessee, February 6, 2009 - The trial court in the Abadeer case, which involves our Goodlettsville, Tennessee case-ready beef and pork plant, granted the plaintiffs' motion...

  • Page 95
    ... v. Tyson Foods, Inc. d.b.a. Tyson Fresh Meats, C.D. Illinois, March 2, 2011 - these cases involve our Joslin, Illinois beef plant and are in their preliminary stages. Our subsidiary, The Hillshire Brands Company (formerly named Sara Lee Corporation), is a party to a consolidation of cases filed by...

  • Page 96
    ... (0.01) $ (0.02) $ (0.01) $ 0.72 0.64 0.68 $ $ $ (a) The sum of the quarterly earnings per share amounts will not equal the total for the year due to the effects of rounding and dilution impact as a result of issuing Class A shares and tangible equity units in the fourth quarter of fiscal 2014. 88

  • Page 97
    ... sale of our Brazil operation and Mexico's undistributed earnings tax, $119 million pretax expense related to the Hillshire Brands acquisition, integration and costs associated with our Prepared Foods improvement plan, $40 million pretax expense related to the Hillshire Brands post-closing results...

  • Page 98
    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 99
    90

  • Page 100
    ... current assets Assets held for sale Total Current Assets Net Property, Plant and Equipment Goodwill Intangible Assets Other Assets Investment in Subsidiaries Total Assets Liabilities and Shareholders' Equity Current Liabilities: Current debt Accounts payable Other current liabilities Liabilities...

  • Page 101
    ... from Financing Activities: Net change in debt Proceeds from issuance of common stock, net of issuance costs Proceeds from issuance of equity component of tangible equity units Purchases of Tyson Class A common stock Dividends Stock options exercised Other, net Net change in intercompany balances...

  • Page 102
    Effect of Exchange Rate Change on Cash Increase (Decrease) in Cash and Cash Equivalents Cash and Cash Equivalents at Beginning of Year Cash and Cash Equivalents at End of Period $ - - - - $ - 20 21 41 $ - (727) 1,124 397 $ - - - - $ - (707) 1,145 438 92

  • Page 103
    ... from Financing Activities: Net change in debt Proceeds from issuance of common stock, net of issuance costs Proceeds from issuance of equity component of tangible equity units Purchases of Tyson Class A common stock Dividends Stock options exercised Other, net Net change in intercompany balances...

  • Page 104
    93

  • Page 105
    ...Tyson Foods, Inc. and its subsidiaries at September 27, 2014 and September 28, 2013, and the results of their operations and their cash flows for each of the three years in the period ended September 27, 2014 in conformity with accounting principles generally accepted in the United States of America...

  • Page 106
    ... Reporting In the quarter ended September 27, 2014 , there have been no changes in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. Management's Annual Report...

  • Page 107
    ... 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 108
    ... Independent Registered Public Accounting Firm Financial Statement Schedule - Schedule II Valuation and Qualifying Accounts for the three years ended September 27, 2014 All other schedules are omitted because they are neither applicable nor required. The exhibits filed with this report are listed in...

  • Page 109
    ... Hillshire Brands Corporation (previously filed as Exhibit 2.1 to Quarterly Report on Form 10-Q for the period ended January 1, 2011 by The Hillshire Brands Company, Commission File No. 001-03344, and incorporated herein by reference). Master Separation Agreement by and between Sara Lee Corporation...

  • Page 110
    Current Report on Form 81K filed June 13, 2012, Commission File No. 001114704, and incorporated herein by reference). 4.9 Supplemental Indenture dated as of August 8, 2014, by and between the Company and The Bank of New York Mellon Trust Company, National Association (as successor to JPMorgan Chase ...

  • Page 111
    ... Statement No. 33-33603 on Form S-3 by Sara Lee Corporation, predecessor in interest to The Hillshire Brands Company, filed with the Commission on October 5, 1990, Commission File No. 001-03344, and incorporated herein by reference). Form of 2.75% Notes due 2015 issued pursuant to the Sara Lee...

  • Page 112
    ... issued pursuant to the Sara Lee Indenture. Second Amended and Restated Commitment Letter entered into as of June 9, 2014, among the Company, Morgan Stanley Senior Funding, Inc. and JPMorgan Chase Bank (previously filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed June 10, 2014...

  • Page 113
    ... and Donnie D. King(previously filed as Exhibit 10.17 to the Company's Annual Report on Form 10-K for the fiscal year ended September 28, 2013, Commission File No. 001-14704, and incorporated herein by reference). Employment Agreement, dated November 14, 2012, by and between the Company and Noel...

  • Page 114
    ... Company and James V. Lochner (previously filed as Exhibit 10.12 to the Company's Annual Report on Form 10-K for the fiscal year ended September 28, 2013, Commission File No. 001-14704, and incorporated herein by reference). Employment Agreement, dated August 29, 2014, by and between the Company and...

  • Page 115
    ...001-14704, and incorporated herein by reference). Amended and Restated Tyson Foods, Inc. Supplemental Executive Retirement and Life Insurance Premium Plan effective November 14, 2013 (previously filed as Exhibit 10.30 to the Company's Annual Report on Form 10-K for the fiscal year ended September 28...

  • Page 116
    ... Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective July 31, 2009 (previously filed as Exhibit 10.41 to the Company's Annual Report on Form 10-K for the fiscal year ended October 3, 2009, Commission File No. 001-14704, and...

  • Page 117
    ... by reference). Form of Stock Option Grant Agreement with non-contracted employees 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 10.40 to the Company's Annual Report on Form 10-K for...

  • Page 118
    10.51 Form of Stock Incentive Agreement pursuant to which stock options are granted to non-contracted employees under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective October 26, 2012 (previously filed as Exhibit 10.50 to the Company's Annual Report on Form 10-K for the fiscal year ended ...

  • Page 119
    ... to the Company's Supplemental Executive Retirement and Life Insurance Premium Plan as Amended and Restated as of November 14, 2014. 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 10-K for...

  • Page 120
    ...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 104 November 17, 2014

  • Page 121
    ... 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 17, 2014 Director November 17, 2014 Senior Vice President, Controller and Chief Accounting Officer Director...

  • Page 122
    FINANCIAL STATEMENT SCHEDULE TYSON FOODS, INC. SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS Three Years Ended September 27, 2014 in millions Balance at Beginning of Period Allowance for Doubtful Accounts: 2014 2013 2012 Inventory Lower of Cost or Market Allowance: 2014 2013 2012 Valuation Allowance...

  • Page 123
    Exhibit 4.25 SARA LEE CORPORATION 6 1/8% Notes due...New York, New York), a New York corporation ("DTC"), to the issuer or its agent for registration of transfer, exchange or payment, and any Security issued...inasmuch as the registered owner hereof, Cede & Co., has an interest herein. THE FOLLOWING SUMMARY...

  • Page 124
    ...Regular Record Dates: April 15 and October 15 immediately preceding the respective Interest Payment Dates This Security is a: Global Security Initial Interest Rate: 6 1/8% per annum Redemption Date(s): Any time after the Original Issue Date Discounted Security: â-¡ yes 1 no Issue Price (expressed...

  • Page 125
    ...case may be, provided that if the Original Issue Date is after a Regular Record Date and before the Interest Payment Date immediately following such Regular Record... Company and having an office or agency in The City of New York, New York or The City of Chicago, Illinois where Securities of this ...

  • Page 126
    ...on which banking institutions in such location are authorized by law or regulation to close. "Market Day" means any Business Day in The City of New York. This Security is subject to redemption at any time at the option of the Company, upon notice by first-class mail, postage prepaid, mailed not less...

  • Page 127
    ...bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by that Reference Treasury Dealer at 5:00 p.m., New York City...primarily for manufacturing, processing or distribution, located in the United States,...

  • Page 128
    ...case to compliance by the Company with conditions set forth in the Indenture, including that in the event...office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Security are payable...same. No service charge shall ... as the owner hereof for ...

  • Page 129
    ... duly executed under its corporate seal. Dated: _____ __, 2002 SARA LEE CORPORATION _____ By: [SEAL] Title: _____ By: Title: TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated in, and issued under, the Indenture described herein. THE BANK OF NEW YORK, as...

  • Page 130
    ... this instrument, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - _____...

  • Page 131
    ... SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE _____ the within Security and all rights thereunder... instrument in every particular, without alteration or enlargement or any change whatsoever. CH1 2535151v2

  • Page 132
    ... other good and valuable consideration, you are expressly being given employment, continued employment, a relationship with Tyson, certain monies, benefits, severance, stock awards, training and/or access to trade secrets and confidential information of Tyson and its customers, suppliers, vendors...

  • Page 133
    ... of Tyson's General Counsel or Chief Human Resources Officer, serve on boards of other for profit entities, provided such activities do not materially interfere with the performance of your duties hereunder. You agree that during your employment with Tyson, you will not engage in any (i) competitive...

  • Page 134
    ... on terms and in amounts consistent with those provided to other employees in your Band, subject to the discretion of the senior management of Tyson. (d) Stock Grants . You may receive stock awards under an equity incentive compensation plan of Tyson then in effect (if any), on terms and in amounts...

  • Page 135
    when compensation of other officers and managers of Tyson are reviewed for consideration of adjustments thereof. 3. Termination . Upon any termination of your employment for any reason, you shall immediately resign from all boards, offices and other positions with Tyson or from any board or ...

  • Page 136
    ... as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of Tyson's right to terminate you for Cause as a result thereof. (f) Termination by Tyson without Cause . Tyson may terminate your employment hereunder without Cause at any time upon...

  • Page 137
    ... by you for Good Reason . In the event that your employment is terminated by Tyson for reasons other than death, Disability or Cause, or by you for Good Reason, Tyson shall pay the following amounts to you: (i) (ii) (iii) Accrued Compensation; Plan Benefits; Subject to your execution of the Release...

  • Page 138
    ... to your execution of the Release (as defined below), an amount equal to, and on terms equal to, the severance payments and severance benefits provided to other employees within your Band, as determined under the Tyson Foods Severance Pay Plan for Contracted Employees. In the event of a Change of...

  • Page 139
    ... it is executed. Tyson maintains a form of Release, which it may change from time to time as it deems appropriate. The latest version of the Release shall be available for your review upon request. Subject to the payment provisions of the Tyson Foods Severance Pay Plan for Contracted Employees and...

  • Page 140
    ... and price curves; positions, plans, and strategies for expansion or acquisitions; budgets; customer lists; research; weather data; financial analysis, returns and reports and sales data; trading methodologies and terms; evaluations, opinions, and interpretations of information and data; marketing...

  • Page 141
    ..., supplies, facilities, or trade secret information except for those inventions or works developed during your Period of Employment that either: (a) relate at the time of conception or reduction to practice of the invention to Tyson's business, or actual or demonstrably anticipated research or...

  • Page 142
    ... known or later developed. You agree not, at any time, to assert any claim, ownership, or other interest in any of the Creative Works or Confidential Information. Both during and after your employment, you agree to execute any documents necessary to effectuate the assignment to Tyson of the Creative...

  • Page 143
    ... written approval of Tyson's General Counsel or Chief Human Resources Officer. Unless specifically authorized by Tyson in writing, you may not place Tyson Confidential Information or Creative Works on Removable Media, as defined below. On Tyson's request, your acceptance of other employment, or the...

  • Page 144
    ..., you shall not make plans or prepare to compete, solicit or take on activities which are in violation of this Agreement. Should you leave Tyson and accept employment or a consulting position with a competitor, you are required beforehand to inform Tyson of the identity of your new employer and your...

  • Page 145
    ... Agreement or otherwise; and (ii) you will refund to Tyson any amounts, plus interest, previously paid by Tyson to you in excess of your Accrued Compensation and Plan Benefits (within the meaning of Section 4). 7. General . (a) Enforcement and Severability . You specifically acknowledge and agree...

  • Page 146
    ..., if to you, at the most recent address on record in Tyson's human resources information system, and if to Tyson, at its headquarters: Tyson Foods, Inc. Attn: Chief Human Resources Officer 2200 Don Tyson Parkway Springdale, Arkansas 72762-6999 (c) Modification . This Agreement contains all the...

  • Page 147
    .... (c) Separation from Service . In the event that the termination of your employment does not constitute a "separation from service" as defined in Code Section 409A, including all regulations and other guidance issued pursuant thereto, your rights to the payments and benefits described in Section...

  • Page 148
    ... as of your Termination Date, then, to the extent any payment under this Agreement or any Tyson plan or policy constitutes deferred compensation (after taking into account any applicable exemptions from Code Section 409A, including those specified in subsection (f) of this Section) and to the extent...

  • Page 149
    ...or after the expiration of the revocation period, regardless of the date the Release is signed. (h) Interpretation and Administration of Agreement . To the maximum extent permitted by law, ... exempt from, or comply with, the requirements of Code Section 409A. SIGNATURE PAGE FOLLOWS 18 EA102412-9999

  • Page 150
    ..., AND WITHOUT DURESS, COERCION, OR UNDUE INFLUENCE AND THEREBY AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN. /s/ Andrew Callahan (Employee) Chicago, IL (Location) 9/12/2014 (Date) Tyson Foods, Inc. By /s/ Donnie Smith Title President & Chief Executive Officer 19 EA102412-9999

  • Page 151
    ... other good and valuable consideration, you are expressly being given employment, continued employment, a relationship with Tyson, certain monies, benefits, severance, stock awards, training and/or access to trade secrets and confidential information of Tyson and its customers, suppliers, vendors...

  • Page 152
    ... of Tyson's General Counsel or Chief Human Resources Officer, serve on boards of other for profit entities, provided such activities do not materially interfere with the performance of your duties hereunder. You agree that during your employment with Tyson, you will not engage in any (i) competitive...

  • Page 153
    ... on terms and in amounts consistent with those provided to other employees in your Band, subject to the discretion of the senior management of Tyson. (d) Stock Grants . You may receive stock awards under an equity incentive compensation plan of Tyson then in effect (if any), on terms and in amounts...

  • Page 154
    when compensation of other officers and managers of Tyson are reviewed for consideration of adjustments thereof. 3. Termination . Upon any termination of your employment for any reason, you shall immediately resign from all boards, offices and other positions with Tyson or from any board or ...

  • Page 155
    ... as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of Tyson's right to terminate you for Cause as a result thereof. (f) Termination by Tyson without Cause . Tyson may terminate your employment hereunder without Cause at any time upon...

  • Page 156
    ... by you for Good Reason . In the event that your employment is terminated by Tyson for reasons other than death, Disability or Cause, or by you for Good Reason, Tyson shall pay the following amounts to you: (i) (ii) (iii) Accrued Compensation; Plan Benefits; Subject to your execution of the Release...

  • Page 157
    ... to your execution of the Release (as defined below), an amount equal to, and on terms equal to, the severance payments and severance benefits provided to other employees within your Band, as determined under the Tyson Foods Severance Pay Plan for Contracted Employees. In the event of a Change of...

  • Page 158
    ... it is executed. Tyson maintains a form of Release, which it may change from time to time as it deems appropriate. The latest version of the Release shall be available for your review upon request. Subject to the payment provisions of the Tyson Foods Severance Pay Plan for Contracted Employees and...

  • Page 159
    ... and price curves; positions, plans, and strategies for expansion or acquisitions; budgets; customer lists; research; weather data; financial analysis, returns and reports and sales data; trading methodologies and terms; evaluations, opinions, and interpretations of information and data; marketing...

  • Page 160
    ..., supplies, facilities, or trade secret information except for those inventions or works developed during your Period of Employment that either: (a) relate at the time of conception or reduction to practice of the invention to Tyson's business, or actual or demonstrably anticipated research or...

  • Page 161
    ... known or later developed. You agree not, at any time, to assert any claim, ownership, or other interest in any of the Creative Works or Confidential Information. Both during and after your employment, you agree to execute any documents necessary to effectuate the assignment to Tyson of the Creative...

  • Page 162
    ... written approval of Tyson's General Counsel or Chief Human Resources Officer. Unless specifically authorized by Tyson in writing, you may not place Tyson Confidential Information or Creative Works on Removable Media, as defined below. On Tyson's request, your acceptance of other employment, or the...

  • Page 163
    ..., you shall not make plans or prepare to compete, solicit or take on activities which are in violation of this Agreement. Should you leave Tyson and accept employment or a consulting position with a competitor, you are required beforehand to inform Tyson of the identity of your new employer and your...

  • Page 164
    ... Agreement or otherwise; and (ii) you will refund to Tyson any amounts, plus interest, previously paid by Tyson to you in excess of your Accrued Compensation and Plan Benefits (within the meaning of Section 4). 7. General . (a) Enforcement and Severability . You specifically acknowledge and agree...

  • Page 165
    ..., if to you, at the most recent address on record in Tyson's human resources information system, and if to Tyson, at its headquarters: Tyson Foods, Inc. Attn: Chief Human Resources Officer 2200 Don Tyson Parkway Springdale, Arkansas 72762-6999 (c) Modification . This Agreement contains all the...

  • Page 166
    .... (c) Separation from Service . In the event that the termination of your employment does not constitute a "separation from service" as defined in Code Section 409A, including all regulations and other guidance issued pursuant thereto, your rights to the payments and benefits described in Section...

  • Page 167
    ... as of your Termination Date, then, to the extent any payment under this Agreement or any Tyson plan or policy constitutes deferred compensation (after taking into account any applicable exemptions from Code Section 409A, including those specified in subsection (f) of this Section) and to the extent...

  • Page 168
    ...or after the expiration of the revocation period, regardless of the date the Release is signed. (h) Interpretation and Administration of Agreement . To the maximum extent permitted by law, ... exempt from, or comply with, the requirements of Code Section 409A. SIGNATURE PAGE FOLLOWS 18 EA102412-9999

  • Page 169
    ..., AND WITHOUT DURESS, COERCION, OR UNDUE INFLUENCE AND THEREBY AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN. /s/ Sally Grimes (Employee) Chicago, IL (Location) 8/29/2014 (Date) Tyson Foods, Inc. By /s/ Donnie Smith Title President & Chief Executive Officer 19 EA102412-9999

  • Page 170
    ... other good and valuable consideration, you are expressly being given employment, continued employment, a relationship with Tyson, certain monies, benefits, severance, stock awards, training and/or access to trade secrets and confidential information of Tyson and its customers, suppliers, vendors...

  • Page 171
    ... of Tyson's General Counsel or Chief Human Resources Officer, serve on boards of other for profit entities, provided such activities do not materially interfere with the performance of your duties hereunder. You agree that during your employment with Tyson, you will not engage in any (i) competitive...

  • Page 172
    ... on terms and in amounts consistent with those provided to other employees in your Band, subject to the discretion of the senior management of Tyson. (d) Stock Grants . You may receive stock awards under an equity incentive compensation plan of Tyson then in effect (if any), on terms and in amounts...

  • Page 173
    when compensation of other officers and managers of Tyson are reviewed for consideration of adjustments thereof. 3. Termination . Upon any termination of your employment for any reason, you shall immediately resign from all boards, offices and other positions with Tyson or from any board or ...

  • Page 174
    ... as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of Tyson's right to terminate you for Cause as a result thereof. (f) Termination by Tyson without Cause . Tyson may terminate your employment hereunder without Cause at any time upon...

  • Page 175
    ... by you for Good Reason . In the event that your employment is terminated by Tyson for reasons other than death, Disability or Cause, or by you for Good Reason, Tyson shall pay the following amounts to you: (i) (ii) (iii) Accrued Compensation; Plan Benefits; Subject to your execution of the Release...

  • Page 176
    ... to your execution of the Release (as defined below), an amount equal to, and on terms equal to, the severance payments and severance benefits provided to other employees within your Band, as determined under the Tyson Foods Severance Pay Plan for Contracted Employees. In the event of a Change of...

  • Page 177
    ... it is executed. Tyson maintains a form of Release, which it may change from time to time as it deems appropriate. The latest version of the Release shall be available for your review upon request. Subject to the payment provisions of the Tyson Foods Severance Pay Plan for Contracted Employees and...

  • Page 178
    ... and price curves; positions, plans, and strategies for expansion or acquisitions; budgets; customer lists; research; weather data; financial analysis, returns and reports and sales data; trading methodologies and terms; evaluations, opinions, and interpretations of information and data; marketing...

  • Page 179
    ..., supplies, facilities, or trade secret information except for those inventions or works developed during your Period of Employment that either: (a) relate at the time of conception or reduction to practice of the invention to Tyson's business, or actual or demonstrably anticipated research or...

  • Page 180
    ... known or later developed. You agree not, at any time, to assert any claim, ownership, or other interest in any of the Creative Works or Confidential Information. Both during and after your employment, you agree to execute any documents necessary to effectuate the assignment to Tyson of the Creative...

  • Page 181
    ... written approval of Tyson's General Counsel or Chief Human Resources Officer. Unless specifically authorized by Tyson in writing, you may not place Tyson Confidential Information or Creative Works on Removable Media, as defined below. On Tyson's request, your acceptance of other employment, or the...

  • Page 182
    ..., you shall not make plans or prepare to compete, solicit or take on activities which are in violation of this Agreement. Should you leave Tyson and accept employment or a consulting position with a competitor, you are required beforehand to inform Tyson of the identity of your new employer and your...

  • Page 183
    ... Agreement or otherwise; and (ii) you will refund to Tyson any amounts, plus interest, previously paid by Tyson to you in excess of your Accrued Compensation and Plan Benefits (within the meaning of Section 4). 7. General . (a) Enforcement and Severability . You specifically acknowledge and agree...

  • Page 184
    ..., if to you, at the most recent address on record in Tyson's human resources information system, and if to Tyson, at its headquarters: Tyson Foods, Inc. Attn: Chief Human Resources Officer 2200 Don Tyson Parkway Springdale, Arkansas 72762-6999 (c) Modification . This Agreement contains all the...

  • Page 185
    .... (c) Separation from Service . In the event that the termination of your employment does not constitute a "separation from service" as defined in Code Section 409A, including all regulations and other guidance issued pursuant thereto, your rights to the payments and benefits described in Section...

  • Page 186
    ... as of your Termination Date, then, to the extent any payment under this Agreement or any Tyson plan or policy constitutes deferred compensation (after taking into account any applicable exemptions from Code Section 409A, including those specified in subsection (f) of this Section) and to the extent...

  • Page 187
    ...or after the expiration of the revocation period, regardless of the date the Release is signed. (h) Interpretation and Administration of Agreement . To the maximum extent permitted by law, ... exempt from, or comply with, the requirements of Code Section 409A. SIGNATURE PAGE FOLLOWS 18 EA102412-9999

  • Page 188
    ... DURESS, COERCION, OR UNDUE INFLUENCE AND THEREBY AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN. /s/ Thomas Hayes (Employee) Chicago, IL (Location) 9/9/2014 (Date) Tyson Foods, Inc. By /s/ Donnie King Title President North American Operations and Food Service 19 EA102412-9999

  • Page 189
    ... other good and valuable consideration, you are expressly being given employment, continued employment, a relationship with Tyson, certain monies, benefits, severance, stock awards, training and/or access to trade secrets and confidential information of Tyson and its customers, suppliers, vendors...

  • Page 190
    ... of Tyson's General Counsel or Chief Human Resources Officer, serve on boards of other for profit entities, provided such activities do not materially interfere with the performance of your duties hereunder. You agree that during your employment with Tyson, you will not engage in any (i) competitive...

  • Page 191
    ... on terms and in amounts consistent with those provided to other employees in your Band, subject to the discretion of the senior management of Tyson. (d) Stock Grants . You may receive stock awards under an equity incentive compensation plan of Tyson then in effect (if any), on terms and in amounts...

  • Page 192
    when compensation of other officers and managers of Tyson are reviewed for consideration of adjustments thereof. 3. Termination . Upon any termination of your employment for any reason, you shall immediately resign from all boards, offices and other positions with Tyson or from any board or ...

  • Page 193
    ... as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of Tyson's right to terminate you for Cause as a result thereof. (f) Termination by Tyson without Cause . Tyson may terminate your employment hereunder without Cause at any time upon...

  • Page 194
    ... by you for Good Reason . In the event that your employment is terminated by Tyson for reasons other than death, Disability or Cause, or by you for Good Reason, Tyson shall pay the following amounts to you: (i) (ii) (iii) Accrued Compensation; Plan Benefits; Subject to your execution of the Release...

  • Page 195
    ... to your execution of the Release (as defined below), an amount equal to, and on terms equal to, the severance payments and severance benefits provided to other employees within your Band, as determined under the Tyson Foods Severance Pay Plan for Contracted Employees. In the event of a Change of...

  • Page 196
    ... it is executed. Tyson maintains a form of Release, which it may change from time to time as it deems appropriate. The latest version of the Release shall be available for your review upon request. Subject to the payment provisions of the Tyson Foods Severance Pay Plan for Contracted Employees and...

  • Page 197
    ... and price curves; positions, plans, and strategies for expansion or acquisitions; budgets; customer lists; research; weather data; financial analysis, returns and reports and sales data; trading methodologies and terms; evaluations, opinions, and interpretations of information and data; marketing...

  • Page 198
    ..., supplies, facilities, or trade secret information except for those inventions or works developed during your Period of Employment that either: (a) relate at the time of conception or reduction to practice of the invention to Tyson's business, or actual or demonstrably anticipated research or...

  • Page 199
    ... known or later developed. You agree not, at any time, to assert any claim, ownership, or other interest in any of the Creative Works or Confidential Information. Both during and after your employment, you agree to execute any documents necessary to effectuate the assignment to Tyson of the Creative...

  • Page 200
    ... written approval of Tyson's General Counsel or Chief Human Resources Officer. Unless specifically authorized by Tyson in writing, you may not place Tyson Confidential Information or Creative Works on Removable Media, as defined below. On Tyson's request, your acceptance of other employment, or the...

  • Page 201
    ..., you shall not make plans or prepare to compete, solicit or take on activities which are in violation of this Agreement. Should you leave Tyson and accept employment or a consulting position with a competitor, you are required beforehand to inform Tyson of the identity of your new employer and your...

  • Page 202
    ... Agreement or otherwise; and (ii) you will refund to Tyson any amounts, plus interest, previously paid by Tyson to you in excess of your Accrued Compensation and Plan Benefits (within the meaning of Section 4). 7. General . (a) Enforcement and Severability . You specifically acknowledge and agree...

  • Page 203
    ..., if to you, at the most recent address on record in Tyson's human resources information system, and if to Tyson, at its headquarters: Tyson Foods, Inc. Attn: Chief Human Resources Officer 2200 Don Tyson Parkway Springdale, Arkansas 72762-6999 (c) Modification . This Agreement contains all the...

  • Page 204
    .... (c) Separation from Service . In the event that the termination of your employment does not constitute a "separation from service" as defined in Code Section 409A, including all regulations and other guidance issued pursuant thereto, your rights to the payments and benefits described in Section...

  • Page 205
    ... as of your Termination Date, then, to the extent any payment under this Agreement or any Tyson plan or policy constitutes deferred compensation (after taking into account any applicable exemptions from Code Section 409A, including those specified in subsection (f) of this Section) and to the extent...

  • Page 206
    ...or after the expiration of the revocation period, regardless of the date the Release is signed. (h) Interpretation and Administration of Agreement . To the maximum extent permitted by law, ... exempt from, or comply with, the requirements of Code Section 409A. SIGNATURE PAGE FOLLOWS 18 EA102412-9999

  • Page 207
    ..., AND WITHOUT DURESS, COERCION, OR UNDUE INFLUENCE AND THEREBY AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN. /s/ Mary Oleksiuk (Employee) Chicago, IL (Location) 8/29/2014 (Date) Tyson Foods, Inc. By /s/ Donnie Smith Title President & Chief Executive Officer 19 EA102412-9999

  • Page 208
    ... any severance pay and benefits that may be available to you under either the Hillshire Brands Company Severance Plan for Corporate Officers (the "Plan") upon a Qualifying Termination following a Change in Control or under the Agreement and Plan of Merger among Tyson Foods, Inc., HMB Holdings, Inc...

  • Page 209
    ...and "Disability" have the same meanings as set forth in your Employment Agreement. Other Terms and Conditions Compensation for Other Benefit Plans . While you will be eligible for the Tyson benefit programs generally available to other executives in a similar position in accordance with the terms of...

  • Page 210
    ... be due under the Plan following the closing date and, therefore, are entering into this letter agreement to settle this bona fide dispute, as well as to induce continued employment with Tyson. The parties intend this letter agreement and the payments hereunder to be the settlement of a bona fide...

  • Page 211
    ... is made on this ____ day of _____, 2014, by TYSON FOODS, INC., a Delaware corporation (the "Company"). WITNESSETH: WHEREAS, the Company maintains the Tyson Foods, Inc Supplemental Executive Retirement and Life Insurance Premium Plan (the "Plan") originally effective as of March 12, 2004 and as...

  • Page 212
    ...a Contracted Officer. Vesting Service includes any periods of authorized leaves of absence from the Company or any (b) Affiliate by a Participant, including but not limited to leaves required to be granted pursuant to the Family and Medical Leave Act of 1993 and the Uniformed Services Employment and...

  • Page 213
    ... Participant but continues in the service of the Company or an Affiliate, he or she shall cease to be a Participant under the LIP portion of the Plan as of the policy anniversary date immediately following his or her change in status and shall have no rights to LIP benefits thereafter even if the...

  • Page 214
    ... of Sections 4.2(a)(1) and 4.2(b)(1), provided he or she returns to Eligible Contracted Officer status within five (5) years from losing that status. (b) Special Crediting by Plan Administrator . Compensation and Creditable Service shall be recognized to the extent expressly awarded to an Inactive...

  • Page 215
    ... by the computation under Section 4.2(a)(1)." 10. By adding, effective July 1, 2014, the following paragraph to the end of Section 4.2(b): "Notwithstanding the foregoing, the Normal Retirement Allowance of a Participant whose SERP retirement benefit is calculated pursuant to this Section 4.2(b) and...

  • Page 216
    ...such annual premium payable by the Participant as and to the extent determined by the Plan Administrator, plus (b) the amount determined under Clause (a) multiplied by the tax withholding rate for supplemental wages applicable to the Participant. The face amount of the death benefit under the policy...

  • Page 217
    ... termination of the Plan." Except as specifically amended hereby, the Plan shall remain in full force and effect prior to this First Amendment. IN WITNESS WHEREOF, the Company has caused this First Amendment to be executed on the day and year first above written TYSON FOODS, INC. By: Title...

  • Page 218
    EXHIBIT 12.1 Ratio of Earnings to Fixed Charges (dollars in millions) Fiscal Years 2014 Earnings: Income from continuing operations before income taxes and equity method investment earnings Add: Fixed charges Add: Amortization of capitalized interest Less: Capitalized interest Total adjusted ...

  • Page 219
    ...) Enterprise Management Consulting Co., Ltd Tyson Breeders, Inc. Tyson International Company, Ltd. Tyson Mexican Original, Inc. Tyson Pet Products, Inc. Tyson Poultry, Inc. Tyson Sales and Distribution, Inc. Tyson Shared Services, Inc. WBA Analytical Laboratories, Inc. The Hillshire Brands Company...

  • Page 220
    ... The Hillshire Brands Company) Conoplex Insurance Company Ltd. International Affiliates & Investment LLC Uninex SA Sara Lee Mexicana Holdings Investments LLC (Subsidiary of Sara Lee International LLC) Mexican Traders SA de CV Tyson International Service Center, Inc. (Subsidiary of Tyson Fresh Meats...

  • Page 221
    ... America, Inc.) DFG Foods, LLC New Canada Holdings, Inc. (87.52% owned by Tyson Fresh Meats, Inc.; 12.48% owned by Cobb-Vantress, Inc.) Tyson China Holding 3 Limited (Subsidiary of New Canada Holdings, Inc.) Haimen Tyson Poultry Development Co., Ltd. Jiangsu Tyson Foods Co., Ltd. Tyson Foods...

  • Page 222
    .... Nacrail, LLC OOO Broiler Budeshego Shandong Tyson-Da Long Food Company Limited MEXICO POULTRY OPERATIONS Tyson Alimentos, S. de R.L de C.V. Tyson de Mexico, S. de R.L. de C.V. Tyson Operaciones, S. de R.L. de C.V. COBB-VANTRESS, INC. Cobb-Vantress, Inc. (Subsidiary of Tyson Foods, Inc.) Cobb Asia...

  • Page 223
    ..., Inc.) Venco Research and Breeding Farm Limited (40% owned by Cobb-Vantress, Inc.) Cobb-Vantress Philippines, Inc. (99.99% owned by Cobb-Vantress, Inc.; .01% owned by 7 individuals) C.V. Holdings, Inc. Dominican Republic (2001) Spain (1969) Delaware (2014) Argentina (1982) Japan (1967) Venezuela...

  • Page 224
    ... PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Forms S-8 (Nos. 333-186797, 333-115378, 333-115379 and 333-115380) of Tyson Foods, Inc. of our report dated November 17, 2014 relating to the financial statements, financial statement...

  • Page 225
    ...report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 17, 2014 /s/ Donnie Smith Donnie Smith President and Chief Executive Officer

  • Page 226
    ... financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 17, 2014 /s/ Dennis Leatherby Dennis Leatherby Executive Vice President and Chief...

  • Page 227
    ... with the accompanying Annual Report of Tyson Foods, Inc. (the Company) on Form 10-K for the period ended September 27, 2014 , as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Donnie Smith, President and Chief Executive Officer of the Company, certify...

  • Page 228
    ... with the accompanying Annual Report of Tyson Foods, Inc. (the Company) on Form 10-K for the period ending September 27, 2014 , as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Dennis Leatherby, Executive Vice President and Chief Financial Officer of the...