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10-K 1 tsn201410kq4.htm 10-K

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 endedSeptember 27, 2014
[ ]Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from to

001-14704

(Commission File Number)


TYSON FOODS, INC.

(Exact name of registrant as specified in its charter)


Delaware71-0225165
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
2200 Don Tyson Parkway, Springdale, Arkansas72762-6999
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code:(479) 290-4000

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each ClassName of Each Exchange on Which Registered
Class A Common Stock, Par Value $0.10New York Stock Exchange

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [X] No [ ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [X]Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)Smaller reporting company [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

On March 29, 2014, the aggregate market value of the registrant’s Class A Common Stock, $0.10 par value (Class A stock), and Class B Common Stock, $0.10 par value (Class B stock), held by non-affiliates of the registrant was $11,778,761,908 and $466,236, respectively. Class B stock is not publicly listed for trade on any exchange or market system. However, Class B stock is convertible into Class A stock on a share-for-share basis, so the market value was calculated based on the market price of Class A stock.

On October 25, 2014, there were 305,656,663 shares of Class A stock and 70,010,805 shares of Class B stock outstanding.

INCORPORATION BY REFERENCE

Portions of the registrant’s definitive Proxy Statement for the registrant’s Annual Meeting of Shareholders to be held January 30, 2015, are incorporated by reference into Part III of this Annual Report on Form 10-K.

TABLE OF CONTENTS
PAGE
PART I
Item 1.Business2
Item 1A.Risk Factors7
Item 1B.Unresolved Staff Comments14
Item 2.Properties15
Item 3.Legal Proceedings16
Item 4.Mine Safety Disclosures17
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities19
Item 6.Selected Financial Data21
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations23
Item 7A.Quantitative and Qualitative Disclosures About Market Risk42
Item 8.Financial Statements and Supplementary Data44
Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure95
Item 9A.Controls and Procedures95
Item 9B.Other Information95
PART III
Item 10.Directors, Executive Officers and Corporate Governance96
Item 11.Executive Compensation96
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters96
Item 13.Certain Relationships and Related Transactions, and Director Independence96
Item 14.Principal Accounting Fees and Services96
PART IV
Item 15.Exhibits, Financial Statement Schedules97

PART I

Next: Item 1. BUSINESS