Tyson Foods 2010 Annual Report Download

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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 October 2, 2010
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ________________ to ________________
Commission File No. 001-14704
TYSON FOODS, INC.
(Exact Name of Registrant as specified in its Charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
71-0225165
(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: (479) 290-4000
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class
Class A Common Stock, Par Value $0.10
Name of Each Exchange on Which Registered
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, 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 during the preceding 12 months.
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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of
the Exchange Act.
Large accelerated filer [X] Accelerated filer [ ]
N
on-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 Act). Yes [ ] No [X]

Table of contents

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

  • Page 2
    ... Data Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information 15 17 18 37 39 85 85 85 Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and...

  • Page 3
    ... names in the food industry. We produce, distribute and market chicken, beef, pork, prepared foods and related allied products. Our operations are conducted in four segments: Chicken, Beef, Pork and Prepared Foods. Some of the key factors influencing our business are customer demand for our products...

  • Page 4
    ...of breeder chickens and live broilers, from time-to-time we purchase live, ice-packed or deboned chicken to meet production requirements. Beef: The primary raw materials used in our beef operations are live cattle. We do not have facilities of our own to raise cattle but employ cattle buyers located...

  • Page 5
    ... depth of product offerings, availability of products, customer service and credit terms. INTERNATIONAL We exported to more than 100 countries in fiscal 2010. Major export markets include Canada, Central America, China, the European Union, Japan, Mexico, the Middle East, Russia, South Korea, Taiwan...

  • Page 6
    ...of chicken, beef, pork and prepared foods products for our customers and consumers. As such, we utilize our national distribution system and customer support services to achieve the leading market position for our products. On an ongoing basis, we identify distinct markets and business opportunities...

  • Page 7
    .... 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 and sell feeder pigs to...

  • Page 8
    ... our sales to customers in foreign countries, as well as our operations and assets in such countries. In fiscal 2010, we exported to more than 100 countries. Major export markets include Canada, Central America, China, the European Union, Japan, Mexico, the Middle East, Russia, South Korea, Taiwan...

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

  • Page 10
    ... 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
    ... outages, fuel shortages, damage to our production and processing facilities or disruption of transportation channels, among other things. Any of these factors, as well as disruptions in our information systems, could have an adverse effect on our financial results. Our renewable energy ventures and...

  • Page 12
    ... We have production and distribution operations in the following states: Alabama, Arkansas, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Mississippi, Missouri, Nebraska, New Mexico, New York, North Carolina, Oklahoma, Pennsylvania, South Carolina, Tennessee, Texas, Virginia...

  • Page 13
    ... additional legal proceedings involving the Company and/or its subsidiaries. On October 23, 2001, a putative class action lawsuit styled R. Lynn Thompson, et al. vs. Tyson Foods, Inc. was filed in the District Court for Mayes County, Oklahoma by three property owners on behalf of all owners of...

  • Page 14
    ... since January 2009, Group Vice President of Consumer Products since 2008, Group Vice President of Logistics and Operations Services since 2007, Group Vice President Information Systems, Purchasing and Distribution since 2006 and Senior Vice President and Chief Information Officer since 2005. Mr...

  • Page 15
    ...144 per share. MARKET INFORMATION The Class A stock is traded on the New York Stock Exchange under the symbol "TSN." No public trading market currently exists for the Class B stock. The high and low closing sales prices of our Class A stock for each quarter of fiscal 2010 and 2009 are represented in...

  • Page 16
    ....48 93.70 109.23 10/2/10 95.31 103.22 129.53 Tyson Foods, Inc. S&P 500 Index Peer Group The total cumulative return on investment (change in the year-end stock price plus reinvested dividends), which is based on the stock price or composite index at the end of fiscal 2005, is presented for...

  • Page 17
    ...two prepared foods plants. g. Return on invested capital is calculated by dividing operating income (loss) by the sum of the average of beginning and ending total debt and shareholders' equity less cash and cash equivalents. h. In March 2009, we completed the sale of the beef processing, cattle feed...

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

  • Page 19
    ...million charge related to restructuring our Emporia, Kansas, beef operation; â- $13 million charge related to closing our Wilkesboro, North Carolina, Cooked Products poultry plant; â- $13 million of charges related to flood damage at our Jefferson, Wisconsin, plant and severance charges related to...

  • Page 20
    ...related to forward futures contracts for live cattle and hogs, and excludes the impact from related physical purchase transactions which impact current and future period operating results. â- Increase in raw material costs of approximately $218 million in our Prepared Foods segment. â- Increase in...

  • Page 21
    ... Chicken segment reporting unit. 2009 -The disruptions in global credit and other financial markets and deterioration of economic conditions led to an increase in our discount rate in fiscal 2009 as compared to fiscal 2008. The discount rate used in our annual goodwill impairment test increased...

  • Page 22
    ... costs incurred on the new credit facility in March 2009 and the 10.50% Senior Notes due 2014 (2014 Notes) issued in March 2009, as well as the accretion of the debt discount on the 3.25% Convertible Senior Notes due 2013 (2013 Notes) and 2014 Notes. Fiscal 2009 also includes expenses related to...

  • Page 23
    ...-owned life insurance policies, which is not deductible for federal income tax purposes, increased the rate 3.8%. â- General business credits reduced the rate 3.8%. SEGMENT RESULTS We operate in four segments: Chicken, Beef, Pork and Prepared Foods. Beginning in the third quarter of fiscal 2010, we...

  • Page 24
    ... to a full goodwill impairment of an immaterial Chicken segment reporting unit. 2008 - Operating loss included $26 million of charges related to: plant closings; impairments of unimproved real property and software; and severance. 2010 vs. 2009 - â- Sales Volume - The increase in sales volume...

  • Page 25
    ... activities related to forward futures contracts for live cattle. These amounts exclude the impact from related physical sale and purchase transactions, which impact current and future period operating results. 2010 - Loss 2009 - Income Decline in operating results $(15) million 102 million...

  • Page 26
    ... management activities related to forward futures contracts for live hogs. These amounts exclude the impact from related physical sale and purchase transactions, which impact current and future period operating results. 2010 - Loss 2009 - Income Decline in operating results $(36) million 55 million...

  • Page 27
    ... operating activities 2010 $765 497 18 29 36 76 11 $1,432 2009 $(551) 513 (33) 560 32 72 367 $960 in millions 2008 $86 493 35 57 26 (342) $355 Cash flows associated with changes in working capital: â- 2010 - Increased due to the increase in accrued salaries, wages and benefits and accounts payable...

  • Page 28
    ... equipment Proceeds from sale (purchase) of marketable securities, net Change in restricted cash to be used for investing activities Proceeds from sale of discontinued operation Acquisitions, net of cash acquired Other, net Net cash used for investing activities â- 2010 $(550) (4) 43 11 $(500) 2009...

  • Page 29
    ...A stock in a public offering. Net proceeds were used toward repayment of our borrowings under the accounts receivable securitization facility and for other general corporate purposes. â- In conjunction with the entry into our new credit facility and the issuance of the 2014 Notes during fiscal 2009...

  • Page 30
    ... by certain reserves. At October 2, 2010, the entire $1.0 billion was eligible for borrowing and issuing letters of credit. Our 2013 Notes may be converted early during any fiscal quarter in the event our Class A stock trades at or above $21.96 for at least 20 trading days during a period of 30...

  • Page 31
    ... and energy prices benefit us long-term, we recorded losses related to these financial instruments in fiscal 2009 of $257 million. We have implemented policies to reduce our earnings volatility associated with mark-to-market derivative activities, including more use of normal physical purchases and...

  • Page 32
    ...incur debt; merge, dissolve, liquidate or consolidate; make acquisitions and investments; dispose of or transfer assets; pay dividends or make other payments in respect of our capital stock; amend material documents; change the nature of our business; make certain payments of debt; engage in certain...

  • Page 33
    ... purchase price of approximately $67 million for the minority partner's entire equity interest. 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...

  • Page 34
    ...The following is a summary of certain accounting estimates we consider critical. Effect if Actual Results Differ From Assumptions Description Contingent liabilities We are subject to lawsuits, investigations and other claims related to wage and hour/labor, environmental, product, taxing authorities...

  • Page 35
    ... We are self insured for certain losses related to health and welfare, workers' compensation, auto liability and general liability claims. We use an independent third-party actuary to assist in determining our selfinsurance liability. We and the actuary consider a number of factors when estimating...

  • Page 36
    .... The discount rate used in our annual goodwill impairment test decreased to an average of 8.4% in fiscal 2010 from 10.1% in fiscal 2009. There were no significant changes in the other key estimates and assumptions. Other than the Beef reporting unit in 2009, no other material reporting units failed...

  • Page 37
    ... 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 38
    .... Contracts designated and highly effective at meeting this risk reduction and correlation criteria are recorded using hedge accounting. The following table presents a sensitivity analysis resulting from a hypothetical change of 10% in market prices as of October 2, 2010, and October 3, 2009...

  • Page 39
    ...Attributable to Tyson Weighted Average Shares Outstanding: Class A Basic Class B Basic Diluted Earnings (Loss) Per Share from Continuing Operations Attributable to Tyson: Class A Basic Class B Basic Diluted Loss Per Share from Discontinued Operation Attributable to Tyson: Class A Basic Class B Basic...

  • Page 40
    ... Accounts payable Other current liabilities Total Current Liabilities Long-Term Debt Deferred Income Taxes Other Liabilities Redeemable Noncontrolling Interest Shareholders' Equity: Common stock ($0.10 par value): Class A-authorized 900 million shares: issued 322 million shares in both 2010 and 2009...

  • Page 41
    ... accounting Investment accounting Currency translation adjustments Net change in postretirement liabilities Balance at end of year Treasury Stock: Balance at beginning of year Purchase of treasury shares Stock-based compensation Balance at end of year Total Shareholders' Equity Attributable to Tyson...

  • Page 42
    ...) in accounts payable Increase (decrease) in income taxes payable/receivable 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...

  • Page 43
    ... the credit worthiness of 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...

  • Page 44
    .... For our fiscal 2010 impairment test, none of our material reporting units' operating margin assumptions were in excess of the annual margins realized in the most recent year. Some of the inherent estimates and assumptions used in determining fair value of the reporting units are outside the...

  • Page 45
    ... 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 46
    ... that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Recently Issued Accounting Pronouncements: In June 2009, the Financial Accounting Standards Board (FASB) issued guidance removing the concept...

  • Page 47
    ...Income (Loss) Attributable to Tyson Earnings (Loss) Per Share from Continuing Operations Attributable to Tyson: Class A Basic Class B Basic Diluted Net Income (Loss) Per Share Attributable to Tyson: Class A Basic Class B Basic Diluted October 3, 2009 - Income Statement: Interest Expense Income (Loss...

  • Page 48
    ... 2010, we recorded a $12 million impairment charge related to an equity method investment. This charge is included in the Consolidated Statements of Income in Other, net. On March 27, 2009, we announced the decision to close our Ponca City, Oklahoma, processed meats plant. The plant ceased operation...

  • Page 49
    ...the Chicken, Beef, Pork and Prepared Foods segments' Operating Income (Loss) and included in the Consolidated Statements of Income in Other Charges. We have fully paid the employee termination benefits. NOTE 6: DERIVATIVE FINANCIAL INSTRUMENTS Our business operations give rise to certain market risk...

  • Page 50
    ... aggregated notionals of outstanding forward contracts entered into to hedge forecasted commodity purchases which are accounted for as a fair value hedge: Metric Commodity: Live Cattle Lean Hogs Pounds Pounds October 2, 2010 361 million 508 million October 3, 2009 133 million 171 million 50

  • Page 51
    ... sales of boxed beef and boxed pork and forward purchases of cattle and hogs, we also enter into the appropriate number of livestock futures positions to mitigate a portion of this risk. Changes in market value of the open livestock futures positions are marked to market and reported in earnings at...

  • Page 52
    ... due to differences in the underlying bond and swap contract interest-rate indices. We had the following aggregate outstanding notionals related to our undesignated positions: Metric Commodity: Corn Soy meal Live Cattle Lean Hogs Natural Gas Foreign Currency Interest Rate Bushels Tons Pounds...

  • Page 53
    ...in the Consolidated Balance Sheets in Other current assets and Other current liabilities. NOTE 7: PROPERTY, PLANT AND EQUIPMENT Major categories of property, plant and equipment and accumulated depreciation at October 2, 2010, and October 3, 2009: in millions 2009 $96 2,570 4,640 227 297 7,830 4,254...

  • Page 54
    ... period of benefit of 10-30 years. NOTE 9: OTHER CURRENT LIABILITIES Other current liabilities at October 2, 2010, and October 3, 2009, include: in millions 2009 $187 230 344 $761 Accrued salaries, wages and benefits Self-insurance reserves Other Total other current liabilities 2010 $444 256...

  • Page 55
    ... credit risks and general market conditions, we have recorded an allowance for these programs' estimated uncollectible receivables of $15 million and $20 million at October 2, 2010 and October 3, 2009, respectively. The minority partner in our Shandong Tyson Xinchang Foods joint ventures in China...

  • Page 56
    ...536 401 $2,135 2009 $0 140 839 458 810 923 174 9 27 (132) 100 129 3,477 219 $3,258 Annual maturities of debt for the five fiscal years subsequent to October 2, 2010, are: 2011 - $401 million; 2012 - $10 million; 2013 $5 million; 2014 - $1,274 million; 2015 - $3 million. Revolving Credit Facility We...

  • Page 57
    ... the last reported sale price of our Class A stock and the applicable conversion rate on each such day; or upon the occurrence of specified corporate events as defined in the supplemental indenture. â- â- On and after July 15, 2013, until the close of business on the second scheduled trading day...

  • Page 58
    ... receivable securitization facility and for other general corporate purposes. We also placed $234 million of the net proceeds in a blocked cash collateral account which was used for the payment and repurchase of the 2010 Notes. The 2014 Notes are fully and unconditionally guaranteed by substantially...

  • Page 59
    ...Benefit) Income (Loss) from Continuing Operations Income (Loss) from Discontinued Operation, net of tax Net Income (Loss) Less: Net Loss Attributable to Noncontrolling Interest Net Income (Loss) Attributable to Tyson...Consolidating Statement of Income for the year ended October 3, 2009 2014 Guarantors...

  • Page 60
    ... Sheet as of October 2, 2010 2014 Guarantors TFI Parent Assets Current Assets: Cash and cash equivalents Restricted cash Accounts receivable, net Inventories, net Other current assets Total Current Assets Restricted Cash Net Property, Plant and Equipment Goodwill Intangible Assets Other Assets...

  • Page 61
    ... From Investing Activities: Additions to property, plant and equipment Change in restricted cash-investing Purchases of marketable securities, net Proceeds from sale of discontinued operation Acquisitions, net of cash acquired Other, net Cash Used for Investing Activities Cash Flows from Financing...

  • Page 62
    ...: Additions to property, plant and equipment Purchases of marketable securities, net Acquisitions, net of cash acquired Other, net Cash Provided by (Used for) Investing Activities Cash Flows from Financing Activities: Net change in debt Net proceeds from Class A stock offering Convertible note hedge...

  • Page 63
    ... 1 - Unadjusted quoted prices available in active markets for the identical ...accounted for at fair value on a recurring basis according to the valuation techniques we used to determine their fair values (in millions): October 2, 2010 Assets: Commodity Derivatives Foreign Exchange Forward Contracts...

  • Page 64
    ... to 46 years, are reported at fair value based on pricing models and quoted market prices adjusted for credit and non-performance risk. We classify our investments in U.S. government and agency debt securities as Level 2 as fair value is generally estimated using discounted cash flow models that are...

  • Page 65
    ... amount of Syntroleum Corporation common stock at an average price of $2.87. These warrants are classified as available for sale and expire in early fiscal 2013. We recorded the warrants in Other Assets in the Consolidated Balance Sheets at fair value based on quoted market prices. We classify the...

  • Page 66
    ...'s estimates of market participant assumptions. Concentrations of Credit Risk Our financial instruments exposed to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Our cash equivalents are in high quality securities placed with major banks and...

  • Page 67
    ... $(9) We issue shares under our stock-based compensation plans by issuing Class A stock from treasury. The total number of shares available for future grant under the Tyson Foods, Inc. 2000 Stock Incentive Plan (Incentive Plan) was 18,455,244 at October 2, 2010. Stock Options Shareholders approved...

  • Page 68
    ... million, $0 and $0, respectively, in excess tax deductions during fiscal years 2010, 2009 and 2008, respectively. As of October 2, 2010, we had $25 million of total unrecognized compensation cost related to stock option plans that will be recognized over a weighted average period of 2.5 years. 68

  • Page 69
    ...non-qualified defined benefit plan for certain contracted officers that uses a formula based on years of service and final average salary. We also have other postretirement benefit plans for which substantially all of our employees may receive benefits if they satisfy applicable eligibility criteria...

  • Page 70
    ... changes in the plans' benefit obligations, assets and funded status at October 2, 2010, and October 3, 2009: in millions Other Postretirement Benefits 2010 2009 $46 1 2 1 1 (6) 45 $47 0 3 2 1 (7) 46 Pension Benefits Qualified Non-Qualified 2010 2009 2010 2009 Change in benefit obligation Benefit...

  • Page 71
    ...The remaining plan accounts for $14 million of the postretirement medical obligation at October 2, 2010. The plan covers retirees who do not yet qualify for Medicare and uses a healthcare cost trend of 7% in the current year, grading down to 6% in fiscal 2012. A onepercentage point change in assumed...

  • Page 72
    ... 0 0 $7 Insurance contract $14 1 0 0 0 $15 Total $21 1 0 0 0 $22 Balance at October 3, 2009 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 October 2, 2010 We believe...

  • Page 73
    ... members of their families and the Randal W. Tyson Testamentary Trust. Total payments of $2 million in fiscal 2010, $3 million in fiscal 2009 and $3 million in fiscal 2008, were paid to entities in which these parties had an ownership interest. In 2008, a lawsuit captioned In re Tyson Foods, Inc...

  • Page 74
    ... tax benefits Unrecognized tax benefits, net Goodwill impairment General business credits Domestic production deduction Company-owned life insurance Change in state valuation allowance Change in foreign valuation allowance Tax planning in foreign jurisdictions Other During fiscal 2010, tax...

  • Page 75
    ... the result of the first quarter adoption of new accounting guidance related to business combinations. We classify interest and penalties on unrecognized tax benefits as income tax expense. At October 2, 2010, and October 3, 2009, before tax benefits, we had $64 million and $71 million, respectively...

  • Page 76
    ... dilutive securities: Stock options and restricted stock Convertible 2013 Notes Denominator for diluted earnings (loss) per share - adjusted weighted average shares and assumed conversions Earnings (Loss) Per Share from Continuing Operations Attributable to Tyson: Class A Basic Class B Basic Diluted...

  • Page 77
    ... a limited number of live swine to pork processors. Prepared Foods: Prepared Foods operations include manufacturing and marketing frozen and refrigerated food products and logistics operations to move products through the supply chain. Products include pepperoni, bacon, beef and pork pizza toppings...

  • Page 78
    ...plant and equipment were located in foreign countries, primarily Brazil, China, Mexico and India, at fiscal years ended 2010, 2009 and 2008, respectively. We sell certain products in foreign markets, primarily Canada, Central America, China, the European Union, Japan, Mexico, the Middle East, Russia...

  • Page 79
    ... fiscal 2010 operating income includes a $29 million non-cash charge related to the full impairment of an immaterial Chicken segment reporting unit's goodwill. Second quarter fiscal 2009 operating income included a $15 million charge related to the closing of a prepared foods processed meats plant...

  • Page 80
    ... failed to compensate poultry plant employees for all hours worked, including overtime compensation, in violation of the FLSA. These lawsuits include DeAsencio v. Tyson Foods, Inc. (DeAsencio), filed on August 22, 2000, in the U.S. District Court for the Eastern District of Pennsylvania. This matter...

  • Page 81
    ...separate wage and hour actions involving TFM's plants located in Lexington, Nebraska (Lopez, et al. v. Tyson Foods, Inc., D. Nebraska, June 30, 2006), Garden City and Emporia, Kansas (Garcia, et al. v. Tyson Foods, Inc., Tyson Fresh Meats, Inc., D. Kansas, May 15, 2006), Storm Lake, Iowa (Bouaphakeo...

  • Page 82
    ... two of our employees in the District Court of McCurtain County, Oklahoma styled Armstrong, et al. v. Tyson Foods, Inc., et al. (the "Armstrong Case"). The lawsuit was brought by a group of 52 poultry growers who allege that certain of our live production practices in Oklahoma constitute fraudulent...

  • Page 83
    Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Tyson Foods, Inc. In our opinion, the accompanying consolidated balance sheet as of October 2, 2010 and the related consolidated statements of income, shareholders' equity and cash flows for the ...

  • Page 84
    Report of Independent Registered Public Accounting Firm The Board of Directors and Shareholders of Tyson Foods, Inc. We have audited the accompanying consolidated balance sheet of Tyson Foods, Inc. as of October 3, 2009, and the related consolidated statements of income, shareholders' equity, and ...

  • Page 85
    ... inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Management conducted an evaluation of the effectiveness of our internal control over financial reporting as of October 2, 2010. In making this assessment, we used criteria set...

  • Page 86
    .... 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 forth under the captions "Executive Compensation," "Director Compensation For Fiscal 2010" and "Compensation...

  • Page 87
    ...TRANSACTIONS, AND DIRECTOR INDEPENDENCE See the information included under the captions "Election of Directors" and "Certain Transactions" in the Proxy Statement, which information is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES See the information included under...

  • Page 88
    ...of 10.50% Senior Note due 2014 (previously filed as Exhibit 4.2 and included in Exhibit 4.1 to the Company's Current Report on Form 8-K filed March 10, 2009, Commission File No. 001-14704, and incorporated herein by reference). Credit Agreement, dated March 9, 2009, among the Company, JPMorgan Chase...

  • Page 89
    ..., dated October 3, 2010, to the Senior Advisor Agreement, dated July 30, 2004, by and between Don Tyson and the Company. Employment Agreement, dated December 16, 2009, by and between the Company and Donnie Smith (previously filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed...

  • Page 90
    ... Tyson Foods, Inc. Employee Stock Purchase Plan, effective December 27, 2009 (previously filed as Exhibit 10.30 to the Company's Annual Report on Form 10-K for the fiscal year ended October 3, 2009, Commission File No. 001-14704, and incorporated herein by reference). Restated Executive Savings Plan...

  • Page 91
    ... Retirement Savings Plan of Tyson Foods, Inc. effective January 1, 2008 (previously filed as Exhibit 10.39 to the Company's Annual Report on Form 10-K for the fiscal year ended October 3, 2009, Commission File No. 001-14704, and incorporated herein by reference). Form of Restricted Stock Agreement...

  • Page 92
    ... 2000 Stock Incentive Plan effective February 4, 2010. Form of Performance Stock Award Agreement pursuant to which performance stock awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective September 29, 2009 (previously filed as Exhibit 10.44 to the Company's Annual Report...

  • Page 93
    ... 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 22, 2010 93

  • Page 94
    ... Donnie Smith /s/ Robert C. Thurber Robert C. Thurber /s/ Barbara A. Tyson Barbara A. Tyson /s/ Don Tyson Don Tyson /s/ John Tyson John Tyson /s/ Albert C. Zapanta Albert C. Zapanta Director November 22, 2010 Senior Vice President, Controller and Chief Accounting Officer Director November 22, 2010...

  • Page 95
    FINANCIAL STATEMENT SCHEDULE TYSON FOODS, INC. SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS Three Years Ended October 2, 2010 in millions Balance at Beginning of Period Allowance for Doubtful Accounts: 2010 2009 2008 Inventory Lower of Cost or Market Allowance: 2010 2009 2008 $33 12 8 $22 13 4 ...