Back to GetFilings.com





UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K


[X]                Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 

         For the fiscal year ended September 27, 2003


[ ]                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. 0-3400

 


 

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.)

2210 West Oaklawn Drive, 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, Inc.


Securities Registered Pursuant to Section 12(g) of the Act: Not Applicable

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 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 an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [X] No [ ]

On March 29, 2003, the aggregate market value of the Class A Common and Class B Common voting stock held by non-affiliates of the registrant was $1,865,010,321 and $292,857, respectively.

On September 27, 2003, there were outstanding 251,007,530 shares of the registrant's Class A Common Stock, $0.10 par value, and 101,634,548 shares of its Class B Common Stock, $0.10 par value.


Page 1 of 70 Pages
The Exhibit Index appears on pages 60 through 66

 



INCORPORATION BY REFERENCE

        The following indicated portions of the registrant's definitive Proxy Statement for the registrant's Annual Meeting of Shareholders to be held February 6, 2004 (the "Proxy Statement") are incorporated by reference into the indicated portions of this Annual Report on Form 10-K: 

Part III

        Item 10. Directors and Executive Officers of the Registrant

        The information set forth under the captions "Election of Directors" and "Section 16(a) Beneficial Ownership Reporting Compliance" in the Proxy Statement.

        Item 11. Executive Compensation

        The information set forth under the caption "Executive Compensation and Other Information" in the Proxy Statement.

        Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

        The information set forth under the captions "Principal Shareholders" and "Security Ownership of Management" in the Proxy Statement.

        Item 13. Certain Relationships and Related Transactions

        The information set forth under the caption "Certain Transactions" in the Proxy Statement.

        Item 14. Principle Accounting Fees and Services

         The information set forth under the captions "Audit Fees," "Audit-Related Fees," "Tax Fees," "All Other Fees" and "Pre-Approval Policies" in the Proxy Statement.

 

 

 

2



TABLE OF CONTENTS

PART I

Page

Item 1.

Business

4-9

Item 2.

Properties

11-12

Item 3.

Legal Proceedings

12

Item 4.

Submission of Matters to a Vote of Security Holders

12-13

PART II

Item 5.

Market for Registrant's Common Equity and Related Stockholder Matters

14

Item 6.

Selected Financial Data

15-17

Item 7.

Management Discussion and Analysis of Financial Condition and Results of Operations

18-24

Item 7a.

Quantitative and Qualitative Disclosure About Market Risks

25-26

Item 8.

Financial Statements and Supplementary Data

27-56

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

58

Item 9a.

Controls and Procedures

58

PART III

Item 10.

Directors and Executive Officers of the Registrant

58

Item 11.

Executive Compensation

58

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

58

Item 13.

Certain Relationships and Related Transactions

58

Item 14.

Principle Accounting Fees and Services

58

PART IV

Item 15.

Exhibits, Financial Statements, Schedules and Reports on Form 8-K

59-66

 

 

 

 

 

 

 3


PART I

ITEM 1. BUSINESS

 

GENERAL

Tyson Foods, Inc. and its subsidiaries (collectively, "the Company" or "Tyson"), with world headquarters in Springdale, Arkansas, produce, distribute and market chicken, beef, pork, prepared foods and related allied products.  The Company commenced business in 1935, was incorporated in Arkansas in 1947, and was reincorporated in Delaware in 1986.  The Company has engaged in a number of acquisitions, including the acquisitions of IBP, inc. (IBP) in 2001, Hudson Foods, Inc. in 1998 and Holly Farms Corporation in 1989.  In addition to being the world's largest processor and marketer of chicken, beef and pork products, the Company is also the second largest publicly traded food company in the United States and has one of the most recognized brand names in the food industry.

 

        The Company is a totally integrated poultry company.  Through its wholly owned subsidiary, Cobb-Vantress, Tyson is the number one breeding stock supplier in the world.  Tyson invests in breeding stock research and development which allows the Company to breed into its flocks the natural characteristics found to be most desirable.  The Company's integrated operations consist of breeding and raising chickens, as well as the processing, further-processing and marketing of these food products and related allied products, including animal and pet food ingredients.

 

       The Company is also involved in the processing of live fed cattle and hogs and fabrication of dressed beef and pork carcasses into primal and sub-primal meat cuts, case-ready products and fully-cooked beef and pork products.  In addition, the Company derives value from allied products such as hides and variety meats for sale to further processors.  

 

       The Company produces a wide range of fresh, value-added, frozen and refrigerated food products.  The Company's products are marketed and sold to national and regional grocery chains, regional grocery wholesalers, meat distributors, clubs and warehouse stores, military commissaries, industrial food processing companies, national and regional chain restaurants or their distributors, international export companies and domestic distributors who service restaurants, foodservice operations such as plant and school cafeterias, convenience stores, hospitals and other vendors.  Sales are made by the Company's sales staff located in Springdale, Arkansas, and Dakota Dunes, South Dakota, as well as in various regional offices throughout the United States and in several foreign countries.  Additionally, sales to the military and a portion of sales to international markets are made through independent brokers and trading companies.

 

FINANCIAL INFORMATION OF BUSINESS SEGMENTS

The Company operates in five business segments: Chicken, Beef, Pork, Prepared Foods and Other.  The contribution of each business segment to net sales and operating income, and the identifiable assets attributable to each business segment are set forth in Note 17, "Segment Reporting" of the Consolidated Financial Statements included herein at pages 51 through 52.

 

DESCRIPTION OF BUSINESS SEGMENTS

 

Chicken  The Company's chicken operations are primarily involved in the processing of live chickens into fresh, frozen and value-added chicken products sold through domestic foodservice, domestic food retailers, wholesale club markets that service small foodservice operations, small businesses and individuals, as well as specialty and commodity distributors who deliver to restaurants, schools and international markets throughout the world.  The Chicken segment also includes sales from allied products and the chicken breeding stock subsidiary.

 

Beef  The Company's beef operations are primarily involved in the processing of live fed cattle and fabrication of dressed beef carcasses into primal and sub-primal meat cuts and case-ready products.  It also involves deriving value from allied products such as hides and variety meats for sale to further processors and others.  The Beef segment markets its products to food retailers, distributors, wholesalers, restaurants and hotel chains and other food processors in domestic and international markets.  Allied products are also marketed to manufacturers of pharmaceuticals and technical products.

 

        Eight of the Company's fed beef plants include hide processing facilities.  The uncured hides from the Company's other fed beef plants are transported to these facilities, which include brine curing operations and, in four locations, chrome hide tanneries.  The chrome tanning process produces a semi-finished

 

4


product that is shipped to leather good manufacturers worldwide.  Brine-cured hides are sold to other tanneries.  Tyson is the largest chrome tanner of cattle hides in the United States.

 

Pork  The Company's pork operations involve the processing of live hogs and the fabrication of pork and allied products. The Company's pork facilities produce fresh boxed pork and case-ready products for shipment to customers, as well as pork bellies, hams and boneless picnic meat for shipment to customers who further process the pork into bacon, cooked hams, luncheon meats and sausage items.  Throughout production, edible pork and allied products, such as variety meat items, are segregated and prepared for shipment or further refinement.  Inedible pork products derived from processing operations are used by further processing to manufacture pet foods, technical products, pharmaceuticals and cosmetics.

 

        Additionally, the Company has farrow-to-finish swine operations, which include genetic and nutritional research, weaned and feeder pig sales, feeder pig finishing and the marketing of live swine to regional and national packers that are conducted in Arkansas, Missouri and Oklahoma.

 

Prepared Foods  The Company's prepared foods operations manufacture and market frozen and refrigerated food products.  Products include pepperoni, beef and pork toppings, pizza crusts, flour and corn tortilla products, appetizers, hors d'oeuvres, desserts, prepared meals, ethnic foods, soups, sauces, side dishes, specialty pasta and meat dishes as well as branded and processed meats.  The Prepared Foods segment markets its products to food retailers, distributors, wholesalers, restaurants and hotel chains.

 

Other  The Company's other segment includes the logistics group and other corporate activities not identified with specific protein groups.

 

RAW MATERIALS AND SOURCES OF SUPPLY

 

Chicken  The primary raw materials used by the Company in its chicken operations consist of live chickens that are raised primarily by independent contract growers.  The Company's vertically-integrated chicken process begins with the grandparent breeder flocks.  Breeder farms specialize in producing the generations of male and female strains, with the broiler being the final progeny.  The breeder flocks are raised to maturity in grandparent growing and laying farms where fertile eggs are produced.  The fertile eggs are incubated at the grandparent hatchery and produce male and female pullets (i.e., the parents). The pullets are sent to breeder houses, and the resulting eggs are sent to Company hatcheries.  Once the chicks have hatched, they are sent to broiler farms. There, contract growers care for and raise the chicks according to Company standards while receiving advice from Company technical service personnel until the broilers have reached the desired processing weight.  The adult chickens are caught and hauled to processing plants. The finished products are sent to distribution centers and then transported to customers.  Vertically-integrated poultry companies operate their own feed mills to produce scientifically-formulated feeds.  Corn and soybean meal are major production costs in the poultry industry, representing roughly 39% of the cost of growing a chicken.  In addition to feed ingredients to grow the chickens, the Company uses cooking ingredients, packaging materials and cryogenic agents.  The Company believes that its sources of supply for these materials are adequate for its present needs and the Company does not anticipate any difficulty in acquiring these materials in the future.  While the Company produces substantially all of its inventory of breeder chickens and live broilers, it may also purchase live, ice-packed or deboned chicken to meet production requirements.

 

Beef  The primary raw material used by the Company in its beef operations is live cattle.  The Company does not have facilities of its own to raise cattle in the United States.  The Company has approximately 70 cattle buyers located throughout cattle producing areas who visit feed yards and buy a majority of the Company's live cattle on the open spot market.  These buyers are trained to select high quality animals and their performance is continually measured by the Company.  The Company also enters into various risk-sharing and procurement arrangements with producers that help secure a supply of livestock for daily start-up operations at its facilities.  The Company's Canadian subsidiary, Lakeside Farm Industries LTD (Lakeside), primarily has cattle feeding facilities and a beef carcass production and boxed beef processing facility.  In 2003, Lakeside's feedlots provided approximately 20% of that facility's fed cattle needs.

 

Pork  The primary raw material used by the Company in its pork operations is live swine.  The Company raises live swine to sell to outside processors and supplies a minimal amount of live swine for its own processing needs.  The majority of the Company's live swine supply is obtained through various procurement arrangements with producers.  The Company also employs buyers who purchase hogs on a daily basis, generally a few days before the animals

 

5


 

 are required for processing.

 

Prepared Foods  The primary raw materials used by the Company in its prepared foods operations are typically commodity based raw materials, including fresh and frozen chicken, beef and pork, corn, flour and frozen vegetables.  Some of these raw materials are provided by the chicken, beef and pork segments and can also be purchased from numerous suppliers and manufacturers.

 

SEASONAL DEMAND

The demand for the Company's chicken and beef products generally increases during the spring and summer months and generally decreases during the winter months. The Company's pork and prepared foods products generally experience increased demand during the winter months due to the holiday season and decreased demand during the spring and summer months.

 

CUSTOMERS

No single customer of the Company accounts for more than ten percent of the Company's consolidated revenues. However, the top three customers of each segment represent approximately 26% of the Chicken segment's sales, approximately 18% of the Beef segment's sales, approximately 22% of Pork segment's sales and approximately 23% of the Prepared Foods segment's sales. The Company believes the loss of any single customer would not have a material adverse effect on the Company's business. Although, any extended discontinuance of sales to any major customer could, if not replaced, have an impact on the Company's operations, the Company does not anticipate any such occurrences due to the demand for its products and its ability to obtain new customers.

 

BACKLOG OF ORDERS

There is no significant backlog of unfilled orders for the Company's products.

 

COMPETITION

The Company's food products compete with those of other national and regional food producers and processors and certain prepared food manufacturers, namely, Hormel Foods Corporation, Swift and Company, Cargill Incorporated, Smithfield Foods Inc., Pilgrims Pride Corp. and Sanderson Farms Inc.  Additionally, the Company's food products compete in international markets around the world.  The Company's principal marketing and competitive strategy is to identify target markets for value-enhanced products, to concentrate production, sales and marketing efforts in order to appeal to and enhance the demand from those markets and, utilizing its national distribution systems and customer support services, seek to achieve a leading market position for its products. Past efforts have indicated that customer demand generally can be increased and sustained through application of the Company's marketing strategy, as supported by its distribution systems.  The principal competitive elements are brand identification, price, product quality, and customer service.

 

INTERNATIONAL

The Company exported to more than 80 foreign countries in fiscal 2003. Major export markets include Canada, China, European Union, Japan, Mexico, Puerto Rico, Russia, Taiwan and South Korea.

 

        The Company continues to explore growth opportunities in Asia, Russia, and Brazil and believes each offers potential in terms of developing processing facilities.  The Company's subsidiary in Mexico continues to show growth with a focus on further processed chicken products.  The Company's wholly owned subsidiary, Cobb-Vantress, has operations in Argentina, Brazil, India, Indonesia, Japan, the Philippines, Spain, the United Kingdom, Venezuela and the Netherlands.  The Company also owns a majority interest in and operates a chicken processing facility in China and has equity interests in a Russian sausage processing facility and a Chinese pork processing facility.  The Company continues to be involved in a technical service agreement with Grupo Melo in Panama to assist Grupo Melo with the production of further processed chicken products and to allow it to license the Tyson brand.  Additional information regarding the Company's export sales and long-lived assets located in foreign markets is set forth in Note 17, "Segment Reporting" of the Consolidated Financial Statements included herein at pages 51 through 52.

 

RESEARCH AND DEVELOPMENT

The Company conducts continuous research and development activities to improve finished product development, to develop ways to automate manual processes in its processing plants and growout operations and to improve the strains of primary chicken breeding stock.  The annual cost of such research and

 

6


 

 development programs is less than one percent of total consolidated annual sales.

 

REGULATION AND FOOD SAFETY

The Company's facilities for processing chicken, beef, pork, prepared foods, milling feed and for housing live chicken and swine are subject to a variety of federal, state and local laws relating to the protection of the environment, including provisions relating to the discharge of materials into the environment, and to the health and safety of its employees.  The Company's chicken, beef and pork processing facilities are participants in the government's Hazardous Analysis Critical Control Point (HACCP) program and are subject to the Public Health Security and Bioterroism Preparedness and Response Act of 2002. The cost of compliance with such laws and regulations has not had a material adverse effect upon the Company's capital expenditures, earnings or competitive position and it is not anticipated to have a material adverse effect in the future.  In 2003, the Company incurred expenses of approximately $79 million to maintain compliance with such regulations.  These expenditures relate principally to the normal operation and maintenance of wastewater treatment facilities ("Wastewater Treatment Facilities"), where the Company biologically treats these wastes, and the associated land application of wastes generated at these treatment facilities.  The Company incurred $6 million in capital expenditures, primarily related to its Wastewater Treatment Facilities, in fiscal 2003 and anticipates capital expenditures of approximately $3 million in fiscal 2004 for environmental projects primarily related to the Wastewater Treatment Facilities.  The Company believes that it is in substantial compliance with such applicable laws and regulations and the Company is not aware of any violations of, or pending changes in, such laws and regulations that are likely to result in material penalties or material increases in compliance costs, except as disclosed in Item 3.

 

         The Company works to ensure its products meet high standards of food quality and safety.   The Company's chicken, beef, pork and prepared foods products are subject to inspection prior to distribution, primarily by the United States Department of Agriculture.  Notwithstanding these efforts, food producers are at risk that their products may contain pathogens unless the product has been properly produced, handled and cooked.

 

         The Company is exposed to risk if its products are determined to be contaminated or cause illness or injury.   These risks include (1) the cost of adverse publicity and product recalls, including the associated negative consumer reaction; (2) exposure to related civil litigation; and (3) regulatory administrative penalties, which can include injunctive relief and other civil remedies, including plant closings.

 

EMPLOYEES AND LABOR RELATIONS

As of September 27, 2003, the Company employed approximately 120,000 persons. The Company believes that its overall relations with its workforce are good.

 

        Set forth below is a listing of the Company facilities which have employees subject to a collective bargaining agreement together with the name of the union party to the collective bargaining agreement, the number of employees at the facility subject thereto and the expiration date of the collective bargaining agreement currently in effect.

 

Location

Union

No. of People

Expiration Date

Albertville, AL

UFCW

772

November 2004

Amarillo, TX

Teamsters

3,288

November 2007

Ashland, AL

RWDSU

239

November 2005

Augusta, ME

UFCW

148

December 2004

Berlin, MD

UFCW

108

December 2004

Berlin, MD

Teamsters

109

December 2004

Berlin, MD

Teamsters

23

July 2004

Buena Vista, GA

RWDSU

566

(1)

December 2003

Buffalo, NY

IUOE

31

June 2006

Carthage, TX

UFCW

415

 

November 2006

Center, TX

UFCW

1,028

February 2006

Cherokee, IA

UFCW

595

March 2004

             
       

7

     

 
             

Chicago, IL

Production/Maintenance

520

May 2005

Chicago, IL

UFCW

136

(1)

July 2003

Chicago, IL

Teamsters

1

(1)

April 2001

Concordia, MO

UFCW

191

June 2005

Corydon, IN

Steelworkers

37

April 2005

Corydon, IN

UFCW

385

January 2005

Dakota City, NE

UFCW

3,173

August 2004

Dakota City, NE

Teamsters

33

April 2005

Dardanelle, AR

UFCW

789

November 2004

Gadsden/Blountsville, AL

Teamsters

12

April 2004

Gadsden, AL

RWDSU

818

November 2004

Glen Allen, VA

UFCW

801

November 2004

Hope, AR

UFCW

1,041

March 2006

Jackson, MS

UFCW

728

December 2005

Jefferson, WI

UFCW

416

 (2)

June 2002

Joslin, IL

Teamsters

16

June 2007

Joslin, IL

UFCW

2,077

March 2006

Logansport, IN

UFCW

1,641

 (1)

October 2003

Manchester, NH

UFCW

432

December 2004

Noel, MO

UFCW

886

December 2005

Norfolk, NE

UFCW

1,254

September 2005

North Richland Hills, TX

UFCW

335

August 2004

Pasco, WA

Teamsters

1,617

May 2004

Perry, IA

UFCW

952

December 2007

Pine Bluff, AR

UFCW

247

November 2005

Ponca City, OK

UFCW

438

March 2004

Robards, KY

UFCW

1,210

November 2006

Shelbyville, TN

RWDSU

1,006

November 2007

Shelbyville, TN

Teamsters

28

August 2004

Waterloo, IA

UFCW

2,137

December 2006

Wilkesboro, NC

Teamsters

219

November 2004

Gomez Palacio, Durango

CTM

2,629

February 2005

Gomez Palacio, Durango

CTM

45

April 2005

Monterrey, Neuvo Leon

FNCSI

52

June 2005

Torreon, Coahuila

CROM

6

February 2005

Parras de la Fuenta, Coahuila

CROM

113

February 2005

Mexico, Districto Federal

CROC

48

March 2004

UFCW - United Food and Commercial Workers Union
RWDSU - Retail, Wholesale, Department Store Union
IUOE - International Union of Electrical Workers
CTM - Confederacion de Trabajadores de Mexico

FNCSI - Sindicato Industrial de Trabajadores de Nuevo Leon

CROM - Confederacion Reginal Obrera de Mexico

CROC - Confederacion Reginal de Obreros y Campesinos

 

(1) Contracts are currently under negotiations

 

8


 

(2) The Company is currently experiencing work stoppage of its union employees at its Jefferson, Wisconsin facility, which began on February 28, 2003.  The facility continues to operate, although at less than full capacity, through the use of replacement workers hired by the Company.

 

MARKETING AND DISTRIBUTION

The Company's principal marketing objective is to be the primary provider of chicken, beef, pork and prepared foods products for our customers.  The Company identifies distinct markets and business opportunities through extensive consumer and market research.  The Company's branding strategy focuses on one national protein brand, the Tyson brand, as well as a number of strong regional brands.  All communications stress the quality and value proposition of the products while supporting and building brand awareness.  Communications efforts utilize a fully integrated and coordinated mix of activities designed to connect with customers and consumers on both a rational and emotional level. The Company utilizes its national distribution system and customer support services to achieve the leading market position for its products.

 

        The Company has the ability to produce and ship fresh, frozen and refrigerated products.  The Company's nationwide distribution system utilizes a network of food distributors which is supported by cold storage warehouses owned or leased by the Company, by public cold storage facilities and by the Company's transportation system.  The Company ships products from Company-owned consolidated frozen food distribution centers, from a network of public cold storages, from other owned and leased facilities and directly from plants.  The Company's distribution centers facilitate accumulating frozen products so that it can fill and consolidate less-than-truckload orders into full truckloads, thereby decreasing shipping costs while increasing customer service. In addition, customers are provided with a selection of products that do not require large volume orders.  The Company's distribution system enables it to supply large or small quantities of products to meet customer requirements anywhere in the continental United States.

 

PATENTS AND TRADEMARKS

The Company has registered a number of trademarks relating to its products which either have been approved or are in the process of application. Because the Company does a significant amount of brand name and product line advertising to promote its products, it considers the protection of such trademarks to be important to its marketing efforts.  The Company has also developed non-public proprietary information regarding its production processes and other product-related matters.  The Company utilizes internal procedures and safeguards to protect the confidentiality of such information, and where appropriate, seeks patent protection for the technology it utilizes.

 

INDUSTRY PRACTICES

The Company's agreements with its customers are generally short-term, due primarily to the nature of its products, industry practice and the fluctuation in demand and price for such products.  In certain instances where the Company is selling further processed products to large customers, the Company may enter into written agreements whereby the Company will act as the exclusive or preferred supplier to the customer for periods up to 5 years and on pricing terms which are either fixed or variable.

 

AVAILABILITY OF SEC FILINGS AND CORPORATE GOVERNANCE DOCUMENTS ON INTERNET WEBSITE

The Company maintains an internet website at www.tysonfoodsinc.com.  The Company makes available free of charge under the section "Investors" of its website its annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and all amendments to any of those reports, as soon as reasonably practicable after providing such reports to the Securities and Exchange Commission.  Also the Company's corporate governance principles, Audit Committee charter, Compensation Committee charter, Governance Committee charter and code of conduct are available under the section "Investors" on the Company's website.  The Company's corporate governance documents are available in print to any shareholder who requests them.

 

9


CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION FOR THE PURPOSE OF "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This report and other written reports and oral statements made from time to time by the Company and its representatives contain forward-looking statements, including forward-looking statements made in this report, with respect to their current views and estimates of future economic circumstances, industry conditions, company performance and financial results. These forward-looking statements are subject to a number of factors and uncertainties that could cause the Company's actual results and experiences to differ materially from the anticipated results and expectations expressed in such forward-looking statements. The Company wishes to caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date made. Tyson undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

        Among the factors that may affect the operating results of the Company are the following: (i) fluctuations in the cost and availability of raw materials, such as live cattle, live swine or feed grain costs; (ii) changes in the availability and relative costs of labor and contract growers; (iii) operating efficiencies of facilities; (iv) market conditions for finished products, including the supply and pricing of alternative proteins; (v) effectiveness of advertising and marketing programs; (vi) the ability of the Company to make effective acquisitions and successfully integrate newly acquired businesses into existing operations; (vii) risks associated with leverage, including, but not limited to, cost increases due to rising interest rates; (viii) risks associated with effectively evaluating derivatives and hedging activities; (ix) changes in regulations and laws (both domestic and foreign), including, but not limited to, changes in accounting standards, environmental laws and occupational, health and safety laws; (x) issues related to food safety, including, but not limited to, costs resulting from product recalls, regulatory compliance and any related claims or litigation; (xi) adverse results from ongoing litigation; (xii) access to foreign markets together with foreign economic conditions, including currency fluctuations; and (xiii) the effect of, or changes in, general economic conditions.

 

 

10


 

ITEM 2. PROPERTIES

The Company currently has sales offices and production and distribution operations in the following states: Alabama, Arkansas, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Maine, Mississippi, Missouri, Nebraska, New Hampshire, New Mexico, New York, North Carolina, Oklahoma, Pennsylvania, South Carolina, South Dakota, Tennessee, Texas, Virginia, Washington and Wisconsin.  Additionally, the Company, either directly or through its subsidiaries, has facilities in or participates in joint venture operations in Argentina, Brazil, Canada, China, India, Indonesia, Ireland, Japan, Mexico, the Netherlands, Panama, the Philippines, Russia, Spain, the United Kingdom and Venezuela.

 

Chicken  The Company's chicken operations consist of 60 processing plants.  These plants are devoted to various phases of slaughtering, dressing, cutting, packaging, deboning or further-processing.  The total slaughter capacity is approximately 48 million head per week.  In addition, the Company owns 11 rendering plants with the capacity to produce 32 million pounds of animal protein products per week and 16 ground pet food processing operations in connection with chicken processing plants capable of producing nine million pounds of product per week.  In addition, there are two blending mill operations, 39 feed mills and 64 broiler hatcheries with sufficient capacity to meet the needs of the chicken growout operations.  During 2003, the feed mills operated at 72% of capacity, the hatcheries operated at 87% of capacity and the processing plants operated at 96% capacity.

 

Beef  The Company's beef operations consist of 14 beef production facilities, four of which include case-ready operations, and a Canadian cattle feeding facility.  These facilities slaughter live cattle, fabricate beef products and some treat and tan hides.  One of the beef facilities contains a tallow refinery and two of the case-ready operations share facilities with the pork segment.  The carcass facilities reduce live cattle to dressed carcas