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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, 2004

[ ]     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.)

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 27, 2004, the aggregate market value of the Class A Common and Class B Common voting stock held by non-affiliates of the registrant was $4,396,597,967 and $650,303, respectively.  Class B Common stock is not publicly listed for trade on any exchange or market system. However, Class B Common stock is convertible into Class A Common stock on a share-for-share basis, so the market value was calculated based on the market price of Class A Common stock.

On October 30, 2004, there were outstanding 249,897,383 shares of the registrant's Class A Common Stock, $0.10 par value, and 101,625,548 shares of its Class B Common Stock, $0.10 par value.


Page 1 of 84 Pages
The Exhibit Index appears on pages 74 through 80



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 4, 2005 (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

        The information set forth under the captions "Security Ownership of Certain Beneficial Owners" and "Security Ownership of Management" in the Proxy Statement.

        Equity Compensation Plan Information

        The information set forth under the caption "Equity Compensation Plan Information" 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. Principal Accounting Fees and Services

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

 

 

 

 

 

 

2



TABLE OF CONTENTS

PART I

Page

Item 1.

Business

4

Item 2.

Properties

11

Item 3.

Legal Proceedings

12

Item 4.

Submission of Matters to a Vote of Security Holders

14

PART II

Item 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

15

Item 6.

Selected Financial Data

16

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

19

Item 7A.

Quantitative and Qualitative Disclosure About Market Risks

29

Item 8.

Financial Statements and Supplementary Data

31

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

70

Item 9A.

Controls and Procedures

70

Item 9B.

Other Information

71

PART III

Item 10.

Directors and Executive Officers of the Registrant

72

Item 11.

Executive Compensation

72

Item 12.

Security Ownership of Certain Beneficial Owners and Management

72

Item 13.

Certain Relationships and Related Transactions

72

Item 14.

Principal Accounting Fees and Services

72

PART IV

Item 15.

Exhibits, Financial Statement Schedules

73

 

 

 

 

 

 

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Table of Contents

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. (now called Tyson Fresh Meats, Inc. (TFM)) 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 operates a totally integrated poultry production process.  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 retailers, 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 primarily located in Springdale, Arkansas, and Dakota Dunes, South Dakota.  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 20, "Segment Reporting" of the Consolidated Financial Statements included herein at pages 63 through 64.

 

DESCRIPTION OF BUSINESS SEGMENTS

Chicken  The Company's chicken operations primarily are involved in the processing of live chickens into fresh, frozen and value-added chicken products.  The Chicken segment markets its products domestically to food retailers, foodservice distributors, restaurant operators and noncommercial foodservice establishments such as schools, hotel chains, healthcare facilities, the military and other food processors, as well as to 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 primarily are 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 domestically to food retailers, foodservice distributors, restaurant operators and noncommercial foodservice establishments such as schools, hotel chains, healthcare facilities, the military and other food processors, as well as to international markets throughout the world.  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 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

 

 

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Table of Contents

States.

 

Pork  The Company's pork operations involve the processing of live market hogs and fabrication of pork carcasses into primal and sub-primal cuts and case-ready products.  This segment also represents the Company's live swine group and related allied product processing activities. The Pork segment markets its products domestically to food retailers, foodservice distributors, restaurant operators and noncommercial foodservice establishments such as schools, hotel chains, healthcare facilities, the military and other food processors, as well as to international markets throughout the world.  It also sells allied products to pharmaceutical and technical products manufacturers, as well as live swine to pork processors.

 

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, prepared meals, ethnic foods, soups, sauces, side dishes and meat dishes, as well as branded and processed meats.  The Prepared Foods segment markets its products domestically to food retailers, foodservice distributors, restaurant operators and noncommercial foodservice establishments such as schools, hotel chains, healthcare facilities, the military and other food processors, as well as to international markets throughout the world.

 

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.  The Company operates its own feed mills to produce scientifically-formulated feeds.  Corn and soybean meal are major production costs in the poultry industry, representing roughly 44% 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 from time-to-time purchases 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 60 cattle buyers located throughout cattle producing areas that visit feed yards and buy 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 2004, Lakeside's feedlots provided approximately 15% 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 are required for processing.

 

 

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Table of Contents

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

The Company had one customer that accounted for more than 10% of consolidated sales in fiscal 2004, Wal-Mart Stores, Inc. accounted for approximately 12% of the Company's fiscal 2004 consolidated sales.  Sales to Wal-Mart Stores, Inc. were included in the Chicken, Beef, Pork and Prepared Foods segments.  Any extended discontinuance of sales to this customer could, if not replaced, have a material impact on the Company's operations; however, the Company does not anticipate any such occurrences due to the demand for its products.

 

BACKLOG OF ORDERS

As of October 2, 2004, there was 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, including Cargill Incorporated, Foster Farms, Gold Kist, Inc., Hormel Foods Corporation, Kraft Foods, Inc., Perdue Farms Inc., Pilgrim's Pride Corp., Sanderson Farms Inc., Sara Lee Corporation, Smithfield Foods Inc., and Swift and Company.  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-added 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, breadth and depth of the product offering, product quality, customer service and price.

 

INTERNATIONAL

The Company exported to more than 80 foreign countries in fiscal 2004. 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 Brazil, Canada, China and Mexico and believes each offers potential in terms of expanding or developing processing facilities.  The Company's subsidiary in Mexico continues to show growth with a focus on further processed chicken products.  The Company's Canadian subsidiary, Lakeside, has cattle feeding facilities and a beef carcass production and boxed beef processing facility.  The Company's wholly owned subsidiary, Cobb-Vantress, has operations in Argentina, Brazil, India, Indonesia, Japan, the Philippines, Poland, Spain, the United Kingdom, Venezuela and the Netherlands.  The Company also owns a majority interest in and operates a chicken further processing facility in China.  The Company has minority interests in a Chinese pork processing facility and a Canadian chicken further processing facility, and a 50% interest in a Chinese casing operation.  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, long-lived assets located in foreign markets and income from foreign operations is set forth in Note 20, "Segment Reporting" of the Consolidated Financial Statements included herein at pages 63 through 64.

 

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

 

 

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Table of Contents

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 Bioterrorism 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 2004, the Company incurred expenses of approximately $98 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 $4 million in capital expenditures, related to its Wastewater Treatment Facilities, in fiscal 2004 and anticipates capital expenditures of approximately $5 million in fiscal 2005 for environmental projects 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 and the United States Food and Drug Administration.  Notwithstanding these efforts, food producers are at risk that their products may contain pathogens.

 

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 October 2, 2004, the Company employed approximately 114,000 team members. 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

724

(1)

November 2004

Amarillo, TX

Teamsters

3,133

November 2007

Ashland, AL

RWDSU

234

November 2005

Buena Vista, GA

RWDSU

390

March 2007

Buffalo, NY

IUOE

29

June 2006

Carthage, TX

UFCW

367

November 2006

Carthage, MS

RWDSU

1,734

January 2008

Center, TX

UFCW

995

February 2006

Cherokee, IA

UFCW

620

January 2009

Chicago, IL

UFCW

450

May 2005

Chicago, IL

UFCW

146

April 2006

Concordia, MO

UFCW

207

June 2005

Corydon, IN

Steelworkers

37

April 2005

Corydon, IN

UFCW

361

January 2005

Dakota City, NE

UFCW

3,121

August 2009

 

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Dakota City, NE   Teamsters   27   April 2005

Dardanelle, AR

UFCW

823

November 2007

Forest, MS

RWDSU

726

June 2008

Gadsden, AL

Teamsters

16

April 2007

Gadsden, AL

RWDSU

691

 (1)

November 2004

Glen Allen, VA

UFCW

748

 (1)

October 2004

Hope, AR

UFCW

734

March 2006

Jefferson, WI

UFCW

412

February 2008

Joslin, IL

Teamsters

15

March 2007

Joslin, IL

UFCW

1,977

March 2006

Logansport, IN

UFCW

1,708

May 2008

Noel, MO

UFCW

773

December 2005

Noel, MO

UFCW

31

December 2006

Norfolk, NE

UFCW

1,126

September 2005

North Richland Hills, TX

UFCW

318

 (1)

August 2004

Pasco, WA

Teamsters

1,477

 (1) 

July 2004

Perry, IA

UFCW

980

December 2007

Ponca City, OK

UFCW

507

April 2009

Roaring River, NC

Teamsters

30

 (1) 

November 2004

Robards, KY

UFCW

917

 (1) 

November 2004

Shelbyville, TN

RWDSU

812

November 2005

Waterloo, IA

UFCW

2,164

December 2006

Wilkesboro, NC

Teamsters

201

 (1)  

November 2004

Gomez Palacio, Durango

CTM

3,461

February 2005

Gomez Palacio, Durango

CTM

39

April 2005

Monterrey, Neuvo Leon

FNCSI

71

February 2005

Torreon, Coahuila

CROM

30

February 2005

Parras de la Fuenta, Coahuila

CROM

101

February 2005

Mexico, Districto Federal

CROC

36

March 2005


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

 

As of October 2, 2004, the Company was not experiencing any strike or work stoppage that had a material impact on operations.

 

 

 

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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 continuous 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.  The Company has de-emphasized some of its prepared foods brand names and replaced them with the Tyson Brand.  All communications stress the quality, convenience and protein power benefits of our products while supporting and building brand awareness.  Communications efforts are built around the "Powered by Tyson" strategy and 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 extends to a broad 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 fresh and 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 wide 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 patents and trademarks relating to its processes and 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 five years and on pricing terms which are either fixed or variable.

 

AVAILABILITY OF SEC FILINGS AND CORPORATE GOVERANCE DOCUMENTS ON INTERNET WEBSITE

The Company maintains an internet website for investors at http://ir.tysonfoodsinc.com.  The Company makes available free of charge on this website 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 available on the website for investors are the Company's corporate governance principles, Audit Committee charter, Compensation Committee charter, Governance Committee charter and code of conduct.   The Company's corporate governance documents are available in print to any shareholder who requests them.

 

 

 

 

 

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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 with respect to their current views and estimates of future economic circumstances, industry conditions, Company performance and financial results, including, without limitation, debt-levels, return on invested capital, value-added product growth, capital expenditures, tax rates, access to foreign markets and dividend policy. 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 cause actual results and experiences to differ from the anticipated results and expectations expressed in such forward-looking statements are the following: (i) fluctuations in the cost and availability of raw materials, such as live cattle, live swine or feed grains; (ii) market conditions for finished products, including the supply and pricing of alternative proteins, and the demand for alternative proteins; (iii) risks associated with effectively evaluating derivatives and hedging activities; (iv) access to foreign markets together with foreign economic conditions, including currency fluctuations and import/export restrictions; (v) outbreak of a livestock disease which could have an effect on livestock owned by the Company, the availability of livestock for purchase by the Company, or the Company's ability to access certain markets; (vi) successful rationalization of existing facilities, and the operating efficiencies of the facilities; (vii) changes in the availability and relative costs of labor and contract growers; (viii) issues related to food safety, including costs resulting from product recalls, regulatory compliance and any related claims or litigation; (ix) adverse results from litigation; (x) risks associated with leverage, including cost increases due to rising interest rates or changes in debt ratings or outlook; (xi) changes in regulations and laws (both domestic and foreign), including changes in accounting standards, environmental laws and occupational, health and safety laws; (xii) the ability of the Company to make effective acquisitions, and successfully integrate newly acquired businesses into existing operations; (xiii) effectiveness of advertising and marketing programs; and (xiv) the effect of, or changes in, general economic conditions.

 

 

 

 

 

 

 

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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, Maryland, Mississippi, Missouri, Nebraska, 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, Japan, Mexico, the Netherlands, the Philippines, Puerto Rico, Russia, Singapore, South Korea, Spain, Taiwan, the United Arab Emirates, the United Kingdom and Venezuela.

 

Chicken  The Company's chicken operations consist of 58 processing plants.  These plants are devoted to various phases of slaughtering, dressing, cutting, packaging, deboning or further-processing.  The total slaughter capacity is approximately 49 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 20 ground pet food processing operations in connection with chicken processing plants capable of producing 10 million pounds of product per week.  In addition, there are two blending mill operations, 38 feed mills and 63 broiler hatcheries with sufficient capacity to meet the needs of the chicken growout operations.  During 2004, the feed mills operated at 78% of capacity, the hatcheries operated at 91% of capacity and the processing plants operated at 95% capacity.

 

Beef  The Company's beef operations consist of 14 beef production facilities, four of which include case-ready operations, and a Canadian cattle feedlot.  These plants are devoted to various phases of slaughtering live cattle, fabricating 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 carcass form.  The processing facilities conduct fabricating operations to produce boxed beef and allied products.  The slaughtering processes operated in 2004 at approximately 74% of their capacities.  The total slaughter capacity is approximately 240,000 head per week.

 

Pork  The Company's pork operations consist of eight pork production facilities, two of which include case-ready operations.  These plants are devoted to various phases of slaughtering live hogs and fabricating pork products and allied products.  The two case-ready operations share facilities with the Beef segment.  The processing facilities operated in 2004 at approximately 85% of their production capacities.  The total slaughter capacity of these facilities is approximately 434,000 head per week.  Additionally the Company's live swine operations have 47 farrowing barns, 92 nursery houses, 77 finishing houses and two boar facilities.  The Company also utilizes live swine contract growers.  The swine growout operations are supported by one dedicated feed mill supplemented by production from the chicken operations' feed mills.

 

Prepared Foods  The Company's prepared foods operations consist of 30 processing plants which process fresh and frozen beef, pork, chicken and other raw materials into pizza toppings, branded and processed meats, appetizers, prepared meals, ethnic foods, soups, sauces, side dishes and pizza crusts, flour and corn tortilla products and meat dishes.  These processing plants have the capacity to produce approximately 58 million pounds per week and operated in 2004 at approximately 76% of capacity.