[X]
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Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the fiscal year ended
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October 3, 2015
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[ ]
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the transition period from
to
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Delaware
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71-0225165
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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2200 West Don Tyson Parkway, Springdale, Arkansas
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72762-6999
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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(479) 290-4000
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Title of Each Class
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Name of Each Exchange on Which Registered
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Class A Common Stock, Par Value $0.10
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New York Stock Exchange
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Large accelerated filer [
X
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Accelerated filer [ ]
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Non-accelerated filer [ ] (Do not check if a smaller reporting company)
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Smaller reporting company [ ]
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TABLE OF CONTENTS
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PAGE
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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•
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identifying target markets for value-added products;
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•
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concentrating production, sales and marketing efforts to appeal to and enhance demand from those markets; and
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•
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utilizing our national distribution systems and customer support services.
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•
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Cobb-Vantress, a chicken breeding stock subsidiary, has business interests in Argentina, Brazil, China, the Dominican Republic, India, Japan, the Netherlands, the Philippines, Russia, Spain, Turkey, the United Kingdom and Venezuela.
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Tyson Rizhao, located in Rizhao, China, is a vertically-integrated chicken production operation.
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Tyson Dalong, a joint venture in China in which we have a majority interest, is a chicken further-processing facility.
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Tyson Nantong, located in Nantong, China, is a vertically-integrated chicken production operation.
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Godrej Tyson Foods, a joint venture in India in which we have a majority interest, is a chicken processing business.
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Tyson Mexico Trading Company, a Mexican subsidiary, sells chicken products primarily though co-packer arrangements.
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imposition of tariffs, quotas, trade barriers and other trade protection measures imposed by foreign countries regarding the importation of poultry, beef, pork and prepared foods products, in addition to import or export licensing requirements imposed by various foreign countries;
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closing of borders by foreign countries to the import of poultry, beef and pork products due to animal disease or other perceived health or safety issues;
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impact of currency exchange rate fluctuations between the United States dollar and foreign currencies, particularly the Brazilian real, the British pound sterling, the Canadian dollar, the Chinese renminbi, the European euro, the Japanese yen and the Mexican peso;
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political and economic conditions;
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difficulties and costs to comply with, and enforcement of remedies under, a wide variety of complex domestic and international laws, treaties and regulations, including, without limitation, the United States Foreign Corrupt Practices Act and economic and trade sanctions enforced by the United States Department of the Treasury’s Office of Foreign Assets Control;
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different regulatory structures and unexpected changes in regulatory environments;
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tax rates that may exceed those in the United States and earnings that may be subject to withholding requirements and incremental taxes upon repatriation;
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potentially negative consequences from changes in tax laws; and
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distribution costs, disruptions in shipping or reduced availability of freight transportation.
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it may limit or impair our ability to obtain financing in the future;
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our credit ratings (or any decrease to our credit ratings) could restrict or impede our ability to access capital markets at desired interest rates and increase our borrowing costs;
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it may reduce our flexibility to respond to changing business and economic conditions or to take advantage of business opportunities that may arise;
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a portion of our cash flow from operations must be dedicated to interest payments on our indebtedness and is not available for other purposes; and
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it may restrict our ability to pay dividends.
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challenges in realizing the anticipated benefits of the transaction;
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difficulty integrating acquired businesses, technologies, operations and personnel with our existing business;
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diversion of management attention in connection with negotiating transactions and integrating the businesses acquired;
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difficulty identifying suitable candidates or consummating a transaction on terms that are favorable to us;
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challenges in retaining the acquired businesses' customers and key employees;
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inability to implement and maintain consistent standards, controls, procedures and information systems;
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exposure to unforeseen or undisclosed liabilities of acquired companies; and
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the availability and terms of additional debt or equity financing for any transaction.
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make it more difficult or costly for us to obtain financing for our operations or investments or to refinance our debt in the future;
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cause our lenders to depart from prior credit industry practice and make more difficult or expensive the granting of any amendment of, or waivers under, our credit agreements to the extent we may seek them in the future;
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impair the financial condition of some of our customers and suppliers, thereby increasing customer bad debts or non-performance by suppliers;
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negatively impact global demand for protein products, which could result in a reduction of sales, operating income and cash flows;
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decrease the value of our investments in equity and debt securities, including our marketable debt securities, company-owned life insurance and pension and other postretirement plan assets;
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negatively impact our commodity purchasing activities if we are required to record losses related to derivative financial instruments; or
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•
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impair the financial viability of our insurers.
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Number of Facilities
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Owned
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Leased
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Total
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Chicken Segment:
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Processing plants
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44
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1
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45
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Rendering plants
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9
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—
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9
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Blending mills
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2
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—
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2
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Feed mills
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32
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—
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32
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Broiler hatcheries
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59
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3
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62
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Breeder houses
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383
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31
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414
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Broiler farm houses
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48
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—
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48
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Pet treats plant
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1
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—
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1
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Beef Segment Production Facilities
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12
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—
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12
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Pork Segment Production Facilities
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9
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—
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9
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Prepared Foods Segment:
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Processing plants
(2)
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32
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6
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38
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Turkey operation facilities
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6
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—
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6
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Distribution Centers
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12
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1
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13
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Cold Storage Facilities
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51
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—
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51
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Research and Development Facilities
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1
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1
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2
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Capacity
(1)
per week at
October 3, 2015
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Fiscal 2015
Average Capacity
Utilization
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Chicken Processing Plants
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39 million head
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89
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%
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Beef Production Facilities
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176,000 head
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73
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%
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Pork Production Facilities
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456,000 head
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88
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%
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Prepared Foods Processing Plants
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78 million pounds
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87
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%
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(1)
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Capacity per week based on the following: Chicken- five day week, Prepared Foods- five day week, Beef and Pork- six day week.
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(2)
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Includes our owned Chicago, Illinois hospitality plant and our Jefferson, Wisconsin, plant scheduled to close in the back half of fiscal 2016.
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Name
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Title
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Age
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Year Elected
Executive Officer
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John Tyson
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Chairman of the Board of Directors
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62
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2011
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Curt T. Calaway
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Senior Vice President, Controller and Chief Accounting Officer
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42
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2012
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Andrew P. Callahan
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President, Retail Packaged Brands
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49
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2014
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Howell P. Carper
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Executive Vice President, Strategy and New Ventures
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62
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2013
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Sally Grimes
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President and Chief Global Growth Officer
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44
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2014
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Thomas P. Hayes
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Chief Commercial Officer and President, Foodservice
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50
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2014
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Donnie King
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President of North American Operations, Fresh Beef/Pork, Poultry and Prepared Foods
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53
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2009
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Dennis Leatherby
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Executive Vice President and Chief Financial Officer
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55
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1994
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Mary Oleksiuk
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Executive Vice President and Chief Human Resources Officer
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53
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2014
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Mike Roetzel
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Executive Vice President, Operations Services
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56
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2015
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Donnie Smith
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President and Chief Executive Officer
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56
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2008
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Stephen Stouffer
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President, Fresh Meats
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55
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2013
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David L. Van Bebber
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Executive Vice President and General Counsel
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59
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2008
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Noel White
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President, Poultry
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57
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2009
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2015
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2014
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High
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Low
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High
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Low
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First Quarter
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$
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43.37
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$
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37.02
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$
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34.38
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$
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27.33
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Second Quarter
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42.41
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37.10
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43.45
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33.03
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Third Quarter
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45.10
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37.24
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44.24
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34.90
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Fourth Quarter
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44.78
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39.05
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41.88
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36.12
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Period
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Total
Number of
Shares
Purchased
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Average
Price Paid
per Share
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Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
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Maximum Number of
Shares that May Yet Be
Purchased Under the Plans
or Programs
(1)
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Jun. 28, 2015 to Jul. 25, 2015
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92,654
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$
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43.48
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—
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27,929,771
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Jul. 26, 2015 to Aug. 29, 2015
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3,265,564
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41.92
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3,173,112
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24,756,659
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Aug. 30, 2015 to Oct. 3, 2015
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3,701,964
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42.31
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3,628,514
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21,128,145
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Total
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7,060,182
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(2)
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$
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42.14
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6,801,626
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(3)
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21,128,145
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(1)
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On February 7, 2003, we announced our Board of Directors approved a program to repurchase up to 25 million shares of Class A stock from time to time in open market or privately negotiated transactions. On May 3, 2012, our Board of Directors approved an increase of 35 million shares authorized for repurchase under this program. On January 30, 2014, our Board of Directors approved an increase of 25 million shares authorized for repurchase under this program. The program has no fixed or scheduled termination date.
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(2)
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We purchased 258,556 shares during the period that were not made pursuant to our previously announced stock repurchase program, but were purchased to fund certain Company obligations under our equity compensation plans. These transactions included 215,099 shares purchased in open market transactions and 43,457 shares withheld to cover required tax withholdings on the vesting of restricted stock.
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(3)
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These shares were purchased during the period pursuant to our previously announced stock repurchase program.
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Fiscal Years Ending
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||||||||||||||||||||||
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Base Period
10/2/10
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10/1/11
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9/29/12
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9/28/13
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9/27/14
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10/3/15
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||||||
Tyson Foods, Inc.
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$
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100.00
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$
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107.73
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$
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100.29
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$
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181.53
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$
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241.50
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$
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286.76
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S&P 500 Index
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100.00
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101.14
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131.69
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157.17
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188.18
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187.02
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Previous Peer Group
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100.00
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106.42
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125.22
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155.13
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178.46
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213.97
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Current Peer Group
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100.00
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102.25
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120.48
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146.77
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169.42
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186.09
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in millions, except per share, percentage and ratio data
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||||||||||||||||||
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2015
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2014
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2013
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2012
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2011
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Summary of Operations
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Sales
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$
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41,373
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$
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37,580
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$
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34,374
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$
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33,055
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$
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32,032
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Operating income
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2,169
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1,430
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1,375
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1,286
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1,289
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Net interest expense
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284
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125
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138
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344
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231
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Income from continuing operations
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1,224
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|
856
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848
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614
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738
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|||||
Loss from discontinued operation, net of tax
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—
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—
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(70
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)
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(38
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)
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(5
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)
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|||||
Net income
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1,224
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|
856
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|
778
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576
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733
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Net income attributable to Tyson
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1,220
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|
864
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778
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583
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|
750
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Diluted net income per share attributable to Tyson:
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||||||||||
Income from continuing operations
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2.95
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2.37
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2.31
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1.68
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1.98
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|||||
Loss from discontinued operation
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—
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—
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(0.19
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)
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(0.10
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)
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(0.01
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)
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|||||
Net income
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2.95
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2.37
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2.12
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1.58
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|
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1.97
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Dividends declared per share:
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||||||||||
Class A
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0.425
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0.325
|
|
|
0.310
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|
|
0.160
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|
|
0.160
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|||||
Class B
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0.383
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|
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0.294
|
|
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0.279
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|
|
0.144
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|
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0.144
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|||||
Balance Sheet Data
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|
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||||||||||
Cash and cash equivalents
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$
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688
|
|
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$
|
438
|
|
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$
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1,145
|
|
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$
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1,071
|
|
|
$
|
716
|
|
Total assets
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23,004
|
|
|
23,956
|
|
|
12,177
|
|
|
11,896
|
|
|
11,071
|
|
|||||
Total debt
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6,725
|
|
|
8,178
|
|
|
2,408
|
|
|
2,432
|
|
|
2,182
|
|
|||||
Shareholders’ equity
|
9,706
|
|
|
8,904
|
|
|
6,233
|
|
|
6,042
|
|
|
5,685
|
|
|||||
Other Key Financial Measures
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
$
|
711
|
|
|
$
|
530
|
|
|
$
|
519
|
|
|
$
|
499
|
|
|
$
|
506
|
|
Capital expenditures
|
854
|
|
|
632
|
|
|
558
|
|
|
690
|
|
|
643
|
|
|||||
EBITDA
|
2,906
|
|
|
1,897
|
|
|
1,818
|
|
|
1,731
|
|
|
1,767
|
|
|||||
Return on invested capital
|
13.4
|
%
|
|
11.8
|
%
|
|
18.5
|
%
|
|
17.7
|
%
|
|
18.5
|
%
|
|||||
Effective tax rate for continuing operations
|
36.3
|
%
|
|
31.6
|
%
|
|
32.6
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%
|
|
36.4
|
%
|
|
31.6
|
%
|
|||||
Total debt to capitalization
|
40.9
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%
|
|
47.9
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%
|
|
27.9
|
%
|
|
28.7
|
%
|
|
27.7
|
%
|
|||||
Book value per share
|
$
|
23.36
|
|
|
$
|
23.70
|
|
|
$
|
18.13
|
|
|
$
|
16.84
|
|
|
$
|
15.38
|
|
Stock price high
|
45.10
|
|
|
44.24
|
|
|
32.40
|
|
|
21.06
|
|
|
20.12
|
|
|||||
Stock price low
|
37.02
|
|
|
27.33
|
|
|
15.93
|
|
|
14.07
|
|
|
14.59
|
|
a.
|
Fiscal 2015 was a 53-week year, while the other years presented were 52-week years.
|
b.
|
Fiscal 2015 included a $169 million pretax impairment charge related to our China operation, $57 million pretax expense related to merger and integration costs, $59 million pretax impairment charges related to our Prepared Foods network optimization, $12 million pretax charges related to Denison impairment and plant closure costs, $8 million pretax gain related to net insurance proceeds (net of costs) related to a legacy Hillshire Brands plant fire, $21 million pretax gain on the sale of equity securities, $161 million pretax gain on the sale of the Mexico operation, $39 million pretax gain related to the impact of the additional week in fiscal 2015 and $26 million unrecognized tax benefit gain.
|
c.
|
Fiscal 2014 included a $42 million pretax impairment charge and other costs related to the sale of our Brazil operation and Mexico's undistributed earnings tax, $197 million pretax expense related to the Hillshire Brands acquisition, integration and costs associated with our Prepared Foods improvement plan, $40 million pretax expense related to the Hillshire Brands post-closing results, purchase price accounting, and costs related to a legacy Hillshire Brands plant fire, $27 million pretax expense related to the Hillshire Brands acquisition financing incremental interest cost and $52 million unrecognized tax benefit gain.
|
d.
|
Fiscal 2013 included a $19 million currency translation adjustment gain recognized in conjunction with the receipt of proceeds constituting the final resolution of our investment in Canada. Additionally in fiscal 2013, we determined our Weifang operation (Weifang) was no longer core to the execution of our strategy in China. In July 2013, we completed the sale of Weifang. Non-cash charges related to the impairment of assets in Weifang amounted to $56 million and $15 million in fiscal 2013 and 2012, respectively.
|
e.
|
Fiscal 2012 included a pretax charge of $167 million related to the early extinguishment of debt.
|
f.
|
Fiscal 2011 included an $11 million non-operating gain related to the sale of interest in an equity method investment and a $21 million reduction to income tax expense related to a reversal of reserves for foreign uncertain tax positions.
|
g.
|
Return on invested capital is calculated by dividing operating income by the sum of the average of beginning and ending total debt and shareholders’ equity less cash and cash equivalents.
|
h.
|
For the total debt to capitalization calculation, capitalization is defined as total debt plus total shareholders’ equity.
|
i.
|
"EBITDA" is a Non-GAAP measure and defined as net income less interest income, plus interest, taxes, depreciation and amortization. A reconciliation of net income to EBITDA immediately follows.
|
in millions, except ratio data
|
|
||||||||||||||||||
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
1,224
|
|
|
$
|
856
|
|
|
$
|
778
|
|
|
$
|
576
|
|
|
$
|
733
|
|
Less: Interest income
|
(9
|
)
|
|
(7
|
)
|
|
(7
|
)
|
|
(12
|
)
|
|
(11
|
)
|
|||||
Add: Interest expense
|
293
|
|
|
132
|
|
|
145
|
|
|
356
|
|
|
242
|
|
|||||
Add: Income tax expense (a)
|
697
|
|
|
396
|
|
|
411
|
|
|
351
|
|
|
341
|
|
|||||
Add: Depreciation
|
609
|
|
|
494
|
|
|
474
|
|
|
443
|
|
|
433
|
|
|||||
Add: Amortization (b)
|
92
|
|
|
26
|
|
|
17
|
|
|
17
|
|
|
29
|
|
|||||
EBITDA
|
$
|
2,906
|
|
|
$
|
1,897
|
|
|
$
|
1,818
|
|
|
$
|
1,731
|
|
|
$
|
1,767
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total gross debt
|
$
|
6,725
|
|
|
$
|
8,178
|
|
|
$
|
2,408
|
|
|
$
|
2,432
|
|
|
$
|
2,182
|
|
Less: Cash and cash equivalents
|
(688
|
)
|
|
(438
|
)
|
|
(1,145
|
)
|
|
(1,071
|
)
|
|
(716
|
)
|
|||||
Less: Short-term investments
|
(2
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|||||
Total net debt
|
$
|
6,035
|
|
|
$
|
7,739
|
|
|
$
|
1,262
|
|
|
$
|
1,358
|
|
|
$
|
1,464
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio Calculations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross debt/EBITDA
|
2.3x
|
|
|
4.3x
|
|
|
1.3x
|
|
|
1.4x
|
|
|
1.2x
|
|
|||||
Net debt/EBITDA
|
2.1x
|
|
|
4.1x
|
|
|
0.7x
|
|
|
0.8x
|
|
|
0.8x
|
|
(a)
|
Includes income tax expense of discontinued operation.
|
(b)
|
Excludes the amortization of debt discount expense of
$10 million
,
$10 million
, $28 million, $39 million and $44 million for fiscal 2015, 2014, 2013, 2012 and 2011, respectively, as it is included in Interest expense.
|
•
|
Fiscal year – Our accounting cycle resulted in a 53-week year for fiscal 2015 and a 52-week year for 2014 and 2013.
|
•
|
General – Operating income grew 52% in fiscal 2015 over fiscal 2014, which was led by record earnings in our Chicken and Prepared Foods segments. Sales increased 10% to a record $41.4 billion, driven by price and mix improvements, the incremental impact of Hillshire Brands and the positive impact of 53 weeks in fiscal 2015. We continued to execute our strategy of accelerating growth in domestic value-added chicken sales, prepared food sales, innovating products, services and customer insights and cultivating our talent development to support Tyson's growth for the future.
|
•
|
Hillshire Integration – We continue to maintain focus on the integration of Hillshire Brands and synergy capture. As we execute our Prepared Foods strategy, we estimate the impact of the Hillshire Brands synergies, along with the profit improvement plan related to our legacy Prepared Foods business, will have a positive impact of more than $500 million in fiscal 2016 and more than $700 million by fiscal 2017. The majority of these benefits are expected to be realized in the Prepared Foods segment. We will invest a portion of the synergies in innovation, new product launches and strengthening our brands. In fiscal 2015, we captured $322 million of synergies and profit improvement initiatives, of which $285 million impacted the Prepared Foods segment.
|
•
|
Market environment – Our Chicken segment delivered record results in fiscal 2015 driven by strong demand and favorable domestic market conditions, partially offset by disruptions caused by export bans. The Pork segment results remained in its normalized operating margin range, but were down from last year due to unfavorable market conditions from a decline in exports and periods of increased domestic availability of pork products. Our Prepared Foods segment delivered record operating income and operating margins as we continued to execute our profit improvement plan and integrate Hillshire Brands. The Beef segment experienced a loss driven by lower availability of fed cattle supplies, higher fed cattle costs, export market disruptions, and reduced demand for premium beef products due to the relative value of competing proteins.
|
•
|
Mexico – We recorded a $161 million pre-tax gain as a result of the sale of our Mexico operation in the fourth quarter of fiscal 2015. The gain is reflected in Other for segment reporting and included in Cost of Sales in the Consolidated Statements of Income.
|
•
|
China impairment – Following the sale of our Mexico and Brazil chicken production operations, we have continued to review our strategies and outlook for the remaining international businesses, which operations include our chicken production operations in China. Despite our belief in the potential for this business, our Chinese operations have not achieved profitability. Given the ongoing losses being generated in this business, recent changes in the strategy and management of the business, and the depressed economic outlook for China, we assessed our Chinese operations for potential impairment in the fourth quarter of fiscal 2015. As a result of this evaluation, during the fourth quarter of fiscal 2015, we recorded a $169 million impairment charge. The impairment was comprised of $126 million of property, plant and equipment, $23 million of goodwill and $20 million of other assets. The China operation is included in Other for segment reporting and the impairment is included in Cost of Sales in the Consolidated Statements of Income.
|
•
|
Margins – Our total operating margin was
5.2%
in fiscal
2015
. Operating margins by segment were as follows:
|
•
|
Chicken –
12.0%
|
•
|
Beef –
(0.4)%
(included $12 million closure and impairment charges related to the ceasing of beef operations at our Denison facility)
|
•
|
Pork –
7.2%
|
•
|
Prepared Foods –
7.5%
(included $8 million in net insurance proceeds related to a legacy Hillshire Brands plant fire, $10 million in merger and integration costs and $59 million in Prepared Foods network optimization impairment charges)
|
•
|
Liquidity – During fiscal
2015
, we generated
$2.6 billion
of operating cash flows. We repurchased
11.0 million
shares of our Class A common stock for
$455 million
under our share repurchase program in fiscal
2015
. At
October 3, 2015
, we had
$1.9 billion
of liquidity, which included the availability under our revolving credit facility and
$688 million
of cash and cash equivalents.
|
|
in millions, except per share data
|
|
|||||||||
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Net income from continuing operations attributable to Tyson
|
$
|
1,220
|
|
|
$
|
864
|
|
|
$
|
848
|
|
Net income from continuing operations attributable to Tyson – per diluted share
|
2.95
|
|
|
2.37
|
|
|
2.31
|
|
|||
|
|
|
|
|
|
||||||
Net loss from discontinued operation attributable to Tyson
|
—
|
|
|
—
|
|
|
(70
|
)
|
|||
Net loss from discontinued operation attributable to Tyson – per diluted share
|
—
|
|
|
—
|
|
|
(0.19
|
)
|
|||
|
|
|
|
|
|
||||||
Net income attributable to Tyson
|
1,220
|
|
|
864
|
|
|
778
|
|
|||
Net income attributable to Tyson - per diluted share
|
2.95
|
|
|
2.37
|
|
|
2.12
|
|
•
|
$169 million, or ($0.41) per diluted share, related to an impairment charge in China.
|
•
|
$59 million, or ($0.09) per diluted share, related to Prepared Foods network optimization impairment charges.
|
•
|
$57 million, or ($0.09) per diluted share, related to merger and integration costs.
|
•
|
$12 million, or ($0.02) per diluted share, related to closure and impairment charges related to the ceasing of beef operations at our Denison facility.
|
•
|
$161 million, or $0.24 per diluted share, related to a gain on sale of the Mexico operation.
|
•
|
$39 million, or $0.06 per diluted share, related to the additional week in fiscal 2015.
|
•
|
$26 million, or $0.06 per diluted share, related to recognition of previously unrecognized tax benefits.
|
•
|
$21 million, or $0.03 per diluted share, related to a gain on sale of equity securities.
|
•
|
$8 million, or $0.02 per diluted share, of insurance proceeds (net of costs) related to a legacy Hillshire Brands plant fire.
|
•
|
$197 million, or ($0.37) per diluted share, related to the Hillshire Brands acquisition, integration and costs associated with our Prepared Foods improvement plan.
|
•
|
$42 million, or ($0.16) per diluted share, related to an impairment in our Brazil operation and Mexico undistributed earnings tax.
|
•
|
$40 million, or ($0.07) per diluted share, related to the Hillshire Brands post-closing results, purchase price accounting adjustments and costs related to a legacy Hillshire Brands plant fire.
|
•
|
$27 million, or ($0.12) per diluted share, related to the Hillshire Brands acquisition financing incremental interest costs and share dilution.
|
•
|
$52 million, or $0.15 per diluted share, related to a gain from previously unrecognized tax benefits.
|
•
|
$19 million, or $0.05 per diluted share, related to recognized currency translation adjustment gain.
|
Sales
|
in millions
|
|
|||||||||
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Sales
|
$
|
41,373
|
|
|
$
|
37,580
|
|
|
$
|
34,374
|
|
Change in sales volume
|
5.0
|
%
|
|
2.4
|
%
|
|
|
||||
Change in average sales price
|
4.8
|
%
|
|
6.9
|
%
|
|
|
||||
Sales growth
|
10.1
|
%
|
|
9.3
|
%
|
|
|
•
|
Sales Volume
– Sales were positively impacted by higher sales volume, which accounted for an increase of $2.4 billion. The Chicken segment had an increase in sales volume primarily due to an extra week in fiscal 2015, and the Prepared Foods segment had an increase in sales volume primarily due to the acquisition and consolidation of Hillshire Brands in our final month of fiscal 2014 in addition to an extra week in fiscal 2015. The increase in sales volume was partially offset by a decrease in the Beef and Pork segments along with the divestitures of the Mexico and Brazil chicken operations in fiscal 2015.
|
•
|
Average Sales Price
– Sales were positively impacted by higher average sales prices, which accounted for an increase of $1.4 billion. The Beef and Prepared Foods segments each had an increase in average sales prices, partially offset by a decrease in average sales prices in the Chicken and Pork segments. The increase in average sales price was largely due to continued tight domestic availability of beef products along with the change in mix in the Prepared Foods segment as a result of the acquisition and consolidation of Hillshire Brands in our final month of fiscal 2014.
|
•
|
Sales Volume
– Sales were positively impacted by an increase in sales volume, which accounted for an increase of $679 million. All segments, with the exception of the Beef segment, had an increase in sales volume. Prepared Foods contributed to the majority of the increase due to the acquisition and consolidation of Hillshire Brands in our final month of fiscal 2014.
|
•
|
Average Sales Price
– Sales were positively impacted by higher average sales price, which accounted for an increase of approximately $2.5 billion. Beef, Pork and Prepared Foods experienced increased average sales price, partially offset by decreased pricing in Chicken. The increase in average sales price was largely due to continued tight domestic availability of protein, increased pricing associated with rising live and raw material costs, and improved mix. The majority of the increase was driven by the Beef and Pork segments.
|
Cost of Sales
|
in millions
|
|
|||||||||
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Cost of sales
|
$
|
37,456
|
|
|
$
|
34,895
|
|
|
$
|
32,016
|
|
Gross profit
|
3,917
|
|
|
2,685
|
|
|
2,358
|
|
|||
Cost of sales as a percentage of sales
|
90.5
|
%
|
|
92.9
|
%
|
|
93.1
|
%
|
•
|
Cost of sales increased by approximately $2.6 billion. Higher input costs per pound increased cost of sales approximately $330 million and higher sales volume increased cost of sales approximately $2.3 billion.
|
•
|
The approximate $330 million impact of higher input costs was primarily driven by:
|
•
|
Increase in live cattle cost of approximately $1.1 billion and operating costs of approximately $90 million in our Beef segment.
|
•
|
Increase in input cost per pound related to the acquisition of Hillshire Brands on August 28, 2014.
|
•
|
Increase of $49 million and $12 million related to Prepared Foods network optimization impairment charges and Denison plant impairment and closure costs, respectively.
|
•
|
Decrease in live hog costs of approximately $500 million in our Pork segment.
|
•
|
Decrease in raw material and other input costs of approximately $290 million in our Prepared Foods segment.
|
•
|
Decreases in feed costs of approximately $450 million in our Chicken segment.
|
•
|
Decrease due to net unrealized gains of $55 million in fiscal 2015, compared to net unrealized losses of $39 million in fiscal 2014, from our Beef and Pork segment commodity risk management activities.
|
•
|
The $2.3 billion impact of higher sales volume was driven by an increase in sales volume in our Chicken and Prepared Foods segments, partially offset by decreases in sales volume in our Beef and Pork segments. Prepared Foods contributed a majority of the increase due to the acquisition of Hillshire Brands on August 28, 2014, in addition to the extra week in fiscal 2015.
|
•
|
Cost of sales increased by approximately $2.9 billion. Higher input costs per pound increased cost of sales $2.3 billion and higher sales volume increased cost of sales $610 million.
|
•
|
The $2.3 billion impact of higher input costs was primarily driven by:
|
•
|
Increase in live cattle and live hog costs of approximately $1.7 billion and $550 million, respectively.
|
•
|
Increase in raw material and other input costs in our Prepared Foods segment of approximately $210 million.
|
•
|
Increase due to net losses of $260 million in fiscal 2014, compared to net gains of approximately $5 million in fiscal 2013, from our Beef and Pork segment commodity risk management activities. These amounts exclude the impact from related physical purchase transactions, which mostly offset the losses.
|
•
|
Decrease in feed costs of $600 million in our Chicken segment.
|
•
|
The $610 million impact of higher sales volume was driven by increases in all of our segments, with the exception of Beef. Chicken and Prepared Foods contributed to the majority of the increase, with the Prepared Foods increase mainly attributable to the acquisition and consolidation of Hillshire Brands in our final month of fiscal 2014.
|
Selling, General and Administrative
|
in millions
|
|
|||||||||
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Selling, general and administrative
|
$
|
1,748
|
|
|
$
|
1,255
|
|
|
$
|
983
|
|
As a percentage of sales
|
4.2
|
%
|
|
3.3
|
%
|
|
2.9
|
%
|
•
|
Increase of $493 million in selling, general and administrative was primarily driven by:
|
•
|
Increase of $487 million related to the inclusion of Hillshire Brands in fiscal 2015 results with only one month in fiscal 2014 results.
|
•
|
Increase of $69 million related to incremental amortization associated with the acquired Hillshire Brands' intangibles.
|
•
|
Increase of $27 million related to employee costs including payroll and stock-based compensation.
|
•
|
Decrease of $59 million related to advertising and sales promotions in the legacy Tyson business primarily attributable to discontinuing certain programs that were present in fiscal 2014.
|
•
|
Decrease of $14 million related to merger and integration costs and employee severance and retention costs associated with the Hillshire Brands acquisition and implementation of our Prepared Foods strategy.
|
•
|
Decrease of $17 million in all other primarily related to professional fees.
|
•
|
Increase of $272 million in selling, general and administrative was primarily driven by:
|
•
|
Increase of $71 million related to employee costs including payroll and stock-based and incentive-based compensation, of which $19 million related to employee severance and retention costs associated with the Hillshire Brands acquisition and implementation of our Prepared Foods strategy.
|
•
|
Increase of $32 million related to advertising and sales promotions.
|
•
|
Increase of $82 million related to professional fees, of which $52 million related to the Hillshire Brands acquisition and integration costs.
|
•
|
Increases of $17 million in information technology costs, $7 million in charitable contributions and donations and $5 million in commissions.
|
•
|
Increase of $50 million related to the Hillshire Brands selling, general and administrative post-closing expenses in our final month of fiscal 2014.
|
Interest Income
|
in millions
|
|
|||||||||
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
|
$
|
(9
|
)
|
|
$
|
(7
|
)
|
|
$
|
(7
|
)
|
Interest Expense
|
in millions
|
|
|||||||||
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Cash interest expense
|
$
|
293
|
|
|
$
|
132
|
|
|
$
|
124
|
|
Non-cash interest expense
|
—
|
|
|
—
|
|
|
21
|
|
|||
Total Interest Expense
|
$
|
293
|
|
|
$
|
132
|
|
|
$
|
145
|
|
•
|
Cash interest expense primarily included interest expense related to the coupon rates for senior notes and term loans and commitment/letter of credit fees incurred on our revolving credit facilities. The increase in cash interest expense in fiscal 2015 and 2014 was primarily due to senior notes and term loans issued and debt assumed in connection with our completed acquisition of Hillshire Brands on August 28, 2014.
|
•
|
Non-cash interest expense primarily included amounts related to the amortization of debt issuance costs and discounts/premiums on note issuances, offset by interest capitalized. The decrease in non-cash interest expense in fiscal 2015 and 2014 is primarily due the reduction in non-cash interest expense on our 2013 Notes which were retired in early fiscal 2014.
|
Other (Income) Expense, net
|
in millions
|
|
|||||||||
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
|
$
|
(36
|
)
|
|
$
|
53
|
|
|
$
|
(20
|
)
|
Effective Tax Rate
|
|
|||||||
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
36.3
|
%
|
|
31.6
|
%
|
|
32.6
|
%
|
•
|
Domestic production activity deduction reduced the rate 3.7%.
|
•
|
Unrecognized tax benefits activity, mostly related to expiration of statutes of limitations, reduced the rate 1.8%.
|
•
|
State income taxes increased the rate 3.1%.
|
•
|
Foreign rate differences and valuation allowances increased the rate 3.8%.
|
•
|
Domestic production activity deduction reduced the rate 4.0%.
|
•
|
Net decrease in unrecognized tax benefits, mostly related to expiration of statutes of limitations and settlements with taxing authorities, reduced the rate 4.7%.
|
•
|
State income taxes increased the rate 2.8%.
|
•
|
Foreign rate differences and valuation allowances increased the rate 2.8%.
|
•
|
Domestic production activity deduction reduced the rate 3.2%.
|
•
|
General business credits reduced the rate 1.3%.
|
•
|
State income taxes increased the rate 2.4%.
|
|
|
|
|
|
|
|
|
|
in millions
|
|
|||||||||||||
|
Sales
|
|
Operating Income (Loss)
|
||||||||||||||||||||
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
||||||
Chicken
|
$
|
11,390
|
|
|
$
|
11,116
|
|
|
$
|
10,988
|
|
|
$
|
1,366
|
|
|
$
|
883
|
|
|
$
|
683
|
|
Beef
|
17,236
|
|
|
16,177
|
|
|
14,400
|
|
|
(66
|
)
|
|
347
|
|
|
296
|
|
||||||
Pork
|
5,262
|
|
|
6,304
|
|
|
5,408
|
|
|
380
|
|
|
455
|
|
|
332
|
|
||||||
Prepared Foods
|
7,822
|
|
|
3,927
|
|
|
3,322
|
|
|
588
|
|
|
(60
|
)
|
|
101
|
|
||||||
Other
|
879
|
|
|
1,381
|
|
|
1,370
|
|
|
(99
|
)
|
|
(195
|
)
|
|
(37
|
)
|
||||||
Intersegment Sales
|
(1,216
|
)
|
|
(1,325
|
)
|
|
(1,114
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
41,373
|
|
|
$
|
37,580
|
|
|
$
|
34,374
|
|
|
$
|
2,169
|
|
|
$
|
1,430
|
|
|
$
|
1,375
|
|
Chicken Segment Results
|
|
|
|
|
|
|
|
|
in millions
|
|
|||||||||
|
2015
|
|
|
2014
|
|
|
Change 2015
vs. 2014
|
|
|
2013
|
|
|
Change 2014
vs. 2013 |
|
|||||
Sales
|
$
|
11,390
|
|
|
$
|
11,116
|
|
|
$
|
274
|
|
|
$
|
10,988
|
|
|
$
|
128
|
|
Sales Volume Change
|
|
|
|
|
4.2
|
%
|
|
|
|
2.6
|
%
|
||||||||
Average Sales Price Change
|
|
|
|
|
(1.6
|
)%
|
|
|
|
(1.4
|
)%
|
||||||||
Operating Income
|
$
|
1,366
|
|
|
$
|
883
|
|
|
$
|
483
|
|
|
$
|
683
|
|
|
$
|
200
|
|
Operating Margin
|
12.0
|
%
|
|
7.9
|
%
|
|
|
|
6.2
|
%
|
|
|
•
|
Sales Volume
– Sales volume grew as a result of the additional week in fiscal 2015 as well as stronger demand for chicken products and mix of rendered product sales.
|
•
|
Average Sales Price
– Average sales price decreased as feed ingredient costs declined, partially offset by mix changes.
|
•
|
Operating Income
–
Operating income increased due to higher sales volume and lower feed ingredient costs of $450 million, partially offset by disruptions caused by export bans.
|
•
|
Sales Volume
– Sales volume grew as a result of stronger demand for chicken products and mix of rendered product sales.
|
•
|
Average Sales Price
–
Average sales price decreased as feed ingredient costs declined, partially offset by mix changes.
|
•
|
Operating Income
–
Operating income increased due to higher sales volume and lower feed ingredient costs of $600 million, partially offset by decreased average sales price.
|
Beef Segment Results
|
|
|
|
|
|
|
|
|
in millions
|
|
|||||||||
|
2015
|
|
|
2014
|
|
|
Change 2015
vs. 2014 |
|
|
2013
|
|
|
Change 2014
vs. 2013 |
|
|||||
Sales
|
$
|
17,236
|
|
|
$
|
16,177
|
|
|
$
|
1,059
|
|
|
$
|
14,400
|
|
|
$
|
1,777
|
|
Sales Volume Change
|
|
|
|
|
(0.3
|
)%
|
|
|
|
(0.4
|
)%
|
||||||||
Average Sales Price Change
|
|
|
|
|
6.9
|
%
|
|
|
|
12.8
|
%
|
||||||||
Operating Income (Loss)
|
$
|
(66
|
)
|
|
$
|
347
|
|
|
$
|
(413
|
)
|
|
$
|
296
|
|
|
$
|
51
|
|
Operating Margin
|
(0.4
|
)%
|
|
2.1
|
%
|
|
|
|
2.1
|
%
|
|
|
•
|
Sales Volume
– Sales volume decreased due to reduced live cattle supplies available to process, partially offset by an additional week in fiscal 2015.
|
•
|
Average Sales Price
–
Average sales price increased due to lower domestic availability of beef products.
|
•
|
Operating Income
–
Operating income decreased due to unfavorable market conditions associated with a decrease in supply which drove up fed cattle costs, export market disruptions, the relative value of competing proteins and increased operating costs. Additionally, in fiscal 2015, we incurred $12 million in Denison plant impairment and closure costs and $81 million of losses from mark-to-market open derivative positions and lower-of-cost-or-market inventory adjustments, which was mostly the result of a large and rapid decline in live cattle futures in September of fiscal 2015.
|
•
|
Sales Volume
– Sales volume decreased due to a reduction in live cattle processed.
|
•
|
Average Sales Price
–
Average sales price increased due to lower domestic availability of beef products.
|
•
|
Operating Income
–
Operating income increased due to improved operational execution and maximizing our revenues relative to the rising live cattle markets, partially offset by increased operating costs.
|
•
|
Derivative Activities
–
Operating results included net losses of $72 million in fiscal 2014, compared to net gains of $9 million in fiscal 2013 for commodity risk management activities related to futures contracts. These amounts exclude the impact from related physical sale and purchase transactions, which mostly offset the commodity risk management gains and losses.
|
Pork Segment Results
|
|
|
|
|
|
|
|
|
in millions
|
|
|||||||||
|
2015
|
|
|
2014
|
|
|
Change 2015
vs. 2014 |
|
|
2013
|
|
|
Change 2014
vs. 2013 |
|
|||||
Sales
|
$
|
5,262
|
|
|
$
|
6,304
|
|
|
$
|
(1,042
|
)
|
|
$
|
5,408
|
|
|
$
|
896
|
|
Sales Volume Change
|
|
|
|
|
(0.8
|
)%
|
|
|
|
0.8
|
%
|
||||||||
Average Sales Price Change
|
|
|
|
|
(15.8
|
)%
|
|
|
|
15.7
|
%
|
||||||||
Operating Income
|
$
|
380
|
|
|
$
|
455
|
|
|
$
|
(75
|
)
|
|
$
|
332
|
|
|
$
|
123
|
|
Operating Margin
|
7.2
|
%
|
|
7.2
|
%
|
|
|
|
6.1
|
%
|
|
|
•
|
Sales Volume
– Sales volume decreased due to the divestiture of our Heinold Hog Markets business in the first quarter of fiscal 2015. Excluding the impact of the divestiture, we had a 5.4% increase in sales volume as a result of the additional week in fiscal 2015 as well as better demand for our pork products.
|
•
|
Average Sales Price
–
Average sales price decreased due to an increase in live hog supplies, which drove down livestock cost and average sales price.
|
•
|
Operating Income
– While reduced compared to prior year, operating income remained strong as we maximized our revenues relative to live hog markets, partially attributable to operational and mix performance.
|
•
|
Sales Volume
–
Sales volume increased due to better domestic demand for our pork products.
|
•
|
Average Sales Price
– Average sales price increased due to lower total hog supplies, which resulted in higher input costs.
|
•
|
Operating Income
–
Operating income increased as we maximized our revenues relative to live hog markets, partially attributable to operational and mix performance.
|
•
|
Derivative Activities
–
Operating results included net losses of $112 million in fiscal 2014, compared to net losses of $15 million in fiscal 2013 for commodity risk management activities related to futures contracts. These amounts exclude the impact from related physical sale and purchase transactions, which mostly offset the commodity risk management losses.
|
Prepared Foods Segment Results
|
|
|
|
|
|
|
in millions
|
|
|||||||||||
|
2015
|
|
|
2014
|
|
|
Change 2015
vs. 2014 |
|
|
2013
|
|
|
Change 2014
vs. 2013
|
|
|||||
Sales
|
$
|
7,822
|
|
|
$
|
3,927
|
|
|
$
|
3,895
|
|
|
$
|
3,322
|
|
|
$
|
605
|
|
Sales Volume Change
|
|
|
|
|
70.7
|
%
|
|
|
|
10.4
|
%
|
||||||||
Average Sales Price Change
|
|
|
|
|
16.7
|
%
|
|
|
|
7.1
|
%
|
||||||||
Operating Income (Loss)
|
$
|
588
|
|
|
$
|
(60
|
)
|
|
$
|
648
|
|
|
$
|
101
|
|
|
$
|
(161
|
)
|
Operating Margin
|
7.5
|
%
|
|
(1.5
|
)%
|
|
|
|
3.0
|
%
|
|
|
•
|
Sales Volume
– Sales volume increased due to incremental volumes from the acquisition of Hillshire Brands and an additional week in fiscal 2015.
|
•
|
Average Sales Price
–
Average sales price increased primarily due to better product mix which was positively impacted by the acquisition of Hillshire Brands.
|
•
|
Operating Income
–
Operating income improved due to an increase in sales volume and average sales price mainly attributed to Hillshire Brands, as well as lower raw material costs of approximately $290 million for fiscal 2015 related to our legacy Prepared Foods business. Profit improvement initiatives and Hillshire Brands synergies positively impacted Prepared Foods operating income by $285 million for fiscal 2015. Additionally, in the fourth quarter of fiscal 2015, we incurred $59 million in impairment charges associated with optimizing our Prepared Foods network.
|
•
|
Sales Volume
–
Sales volume increased as a result of improved demand for our Prepared Foods products and incremental volumes as a result of the acquisition of Hillshire Brands in our final month of fiscal 2014.
|
•
|
Average Sales Price
– Average sales price increased due to price increases associated with higher input costs along with better product mix which was positively impacted incrementally by the acquisition of Hillshire Brands in our final month of fiscal 2014.
|
•
|
Operating Income
–
Operating income decreased as a result of higher raw material and other input costs of approximately $210 million. Because many of our sales contracts are formula based or shorter-term in nature, we are typically able to offset rising input costs through pricing. However, there is a lag time for price increases to take effect. Additionally, operating income was reduced by $113 million due to additional costs associated with the Prepared Foods improvement plan, Hillshire Brands post-closing results, purchase price accounting adjustments and ongoing costs related to a legacy Hillshire Brands plant fire.
|
Other Results
|
|
|
|
|
|
|
in millions
|
|
|||||||||||
|
2015
|
|
|
2014
|
|
|
Change 2015
vs. 2014 |
|
|
2013
|
|
|
Change 2014
vs. 2013
|
|
|||||
Sales
|
$
|
879
|
|
|
$
|
1,381
|
|
|
$
|
(502
|
)
|
|
$
|
1,370
|
|
|
$
|
11
|
|
Operating Loss
|
(99
|
)
|
|
(195
|
)
|
|
96
|
|
|
(37
|
)
|
|
(158
|
)
|
•
|
Sales
–
Sales decreased due to the sale of the Mexico and Brazil chicken production operations in fiscal 2015.
|
•
|
Operating loss
–
Operating loss improved $69 million from our international operations due to the sale of our Brazil operation and better market conditions in Mexico (prior to its sale in the fourth quarter of fiscal 2015), partially offset by challenging market conditions in China. Additionally, third-party merger and integration costs decreased by $12 million and losses associated with Dynamic Fuels, which was sold in fiscal 2014, decreased $15 million.
|
•
|
Operating loss
–
Operating loss increased $84 million from our international operations due to poor operational execution in Brazil, charges of $42 million for an impairment of Brazil assets and other costs related to the sale of the Brazil operation, challenging market conditions in Brazil and China and additional costs incurred as we grew our international operation. Additionally, third-party merger and integration costs increased $59 million in fiscal 2014 and losses associated with Dynamic Fuels, which was sold in fiscal 2014, increased by $15 million.
|
Cash Flows from Operating Activities
|
|
|
in millions
|
|
|||||||
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Net income
|
$
|
1,224
|
|
|
$
|
856
|
|
|
$
|
778
|
|
Non-cash items in net income:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
711
|
|
|
530
|
|
|
519
|
|
|||
Deferred income taxes
|
38
|
|
|
(105
|
)
|
|
(12
|
)
|
|||
Convertible debt discount
|
—
|
|
|
(92
|
)
|
|
—
|
|
|||
Gain on dispositions of businesses
|
(177
|
)
|
|
—
|
|
|
—
|
|
|||
Impairment of assets
|
285
|
|
|
107
|
|
|
74
|
|
|||
Stock-based compensation expense
|
69
|
|
|
51
|
|
|
36
|
|
|||
Other, net
|
71
|
|
|
(20
|
)
|
|
(10
|
)
|
|||
Net changes in operating assets and liabilities
|
349
|
|
|
(149
|
)
|
|
(71
|
)
|
|||
Net cash provided by operating activities
|
$
|
2,570
|
|
|
$
|
1,178
|
|
|
$
|
1,314
|
|
•
|
Operating cash outflow associated with the Convertible debt discount related to the initial debt discount of $92 million on our 3.25% convertible notes issued in 2008, which matured on October 15, 2013, and were retired in fiscal 2014.
|
•
|
Impairment of assets in fiscal 2015 included $59 million of impairment charges related to our Prepared Foods network optimization and $169 million of impairments related to our China operation. For further description regarding these charges refer to Part II, Item 8, Notes to Consolidated Financial Statements, Note 3: Acquisitions and Dispositions and Note 10: Other Income and Charges.
|
•
|
Other, net increase in fiscal 2015 is primarily driven by non-cash pension expense.
|
•
|
Cash flows associated with changes in operating assets and liabilities:
|
•
|
2015 –
Increased primarily due to the decrease in inventory and accounts receivable balances and an increase in taxes payable, partially offset by the decrease in accounts payable. The decreased inventory, accounts receivable and accounts payable balances were largely due to decreased raw material costs and timing of sales and payments.
|
•
|
2014 –
Decreased primarily due to the increase in inventory and accounts receivable balances and decrease in income taxes payable, partially offset by the increase in accounts payable. The higher inventory, accounts receivable and accounts payable balances are primarily attributable to significant increases in input costs and price increases associated with the increased input costs.
|
•
|
2013 –
Decreased primarily due to a higher accounts receivable balance, partially offset by increases in accrued salaries, wages and benefits and income tax payable. The higher accounts receivable balance is largely due to significant increases in input costs and price increases associated with the increased input costs.
|
Cash Flows from Investing Activities
|
|
|
|
in millions
|
|
||||||
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Additions to property, plant and equipment
|
$
|
(854
|
)
|
|
$
|
(632
|
)
|
|
$
|
(558
|
)
|
(Purchases of)/Proceeds from marketable securities, net
|
14
|
|
|
15
|
|
|
(18
|
)
|
|||
Acquisitions, net of cash acquired
|
—
|
|
|
(8,193
|
)
|
|
(106
|
)
|
|||
Proceeds from sale of businesses
|
539
|
|
|
—
|
|
|
—
|
|
|||
Other, net
|
31
|
|
|
10
|
|
|
39
|
|
|||
Net cash used for investing activities
|
$
|
(270
|
)
|
|
$
|
(8,800
|
)
|
|
$
|
(643
|
)
|
•
|
Additions to property, plant and equipment included acquiring new equipment and upgrading our facilities to maintain competitive standing and position us for future opportunities.
|
•
|
Capital spending for fiscal 2016 is expected to approximate $900 million and will include spending on our operations for production and labor efficiencies, yield improvements and sales channel flexibility.
|
•
|
Purchases of marketable securities included funding for our deferred compensation plans.
|
•
|
Proceeds from sale of businesses primarily included proceeds, net of cash transferred, from the sale of the Mexico and Brazil operations.
|
•
|
Acquisitions in fiscal 2014 related to acquiring Hillshire Brands and an additional value-added food business as part of our strategy to accelerate growth in our prepared foods sales. Both of these acquisitions are included in the Prepared Foods segment. For further description regarding these transactions refer to Part II, Item 8, Notes to Consolidated Financial Statements, Note 3: Acquisitions and Dispositions.
|
Cash Flows from Financing Activities
|
|
|
|
in millions
|
|
||||||
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Payments on debt
|
$
|
(1,995
|
)
|
|
$
|
(639
|
)
|
|
$
|
(91
|
)
|
Proceeds from issuance of long-term debt
|
501
|
|
|
5,576
|
|
|
68
|
|
|||
Borrowings on revolving credit facility
|
1,345
|
|
|
—
|
|
|
—
|
|
|||
Payments on revolving credit facility
|
(1,345
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of debt component of tangible equity units
|
—
|
|
|
205
|
|
|
—
|
|
|||
Proceeds from issuance of common stock, net of issuance costs
|
—
|
|
|
873
|
|
|
—
|
|
|||
Net proceeds from issuance of equity component of tangible equity units
|
—
|
|
|
1,255
|
|
|
—
|
|
|||
Purchases of Tyson Class A common stock
|
(495
|
)
|
|
(295
|
)
|
|
(614
|
)
|
|||
Dividends
|
(147
|
)
|
|
(104
|
)
|
|
(104
|
)
|
|||
Stock options exercised
|
84
|
|
|
67
|
|
|
123
|
|
|||
Other, net
|
17
|
|
|
(23
|
)
|
|
18
|
|
|||
Net cash provided by (used for) financing activities
|
$
|
(2,035
|
)
|
|
$
|
6,915
|
|
|
$
|
(600
|
)
|
•
|
Payments on debt included –
|
•
|
2015 –$353 million related to the 5-year tranche A term loan facility and $1,172 million related to the 3-year tranche A term loan facility.
|
•
|
2015 – In the fourth quarter of fiscal 2015, we fully retired the $401 million outstanding balance of the 2.75% senior notes due September 2015.
|
•
|
2014 – Our 3.25% convertible notes issued in 2008 matured on October 15, 2013, at which time we paid the $458 million principal value with cash on hand and settled the conversion premium by issuing 11.7 million shares of our Class A stock from available treasury shares. These notes were initially recorded at a $92 million discount, which equaled the fair value of an equity conversion premium instrument. The portion of the payment of these notes related to the initial $92 million discount was recorded in cash flows from operating activities. Simultaneous to the settlement of the conversion premium, we received 11.7 million shares of our Class A stock from the call options purchased at the time of issuance of the notes.
|
•
|
2014 – $194 million related to the 5-year tranche A term loan facility and $30 million related to the 3-year tranche A term loan facility.
|
•
|
2013 – $91 million primarily related to borrowings at our foreign subsidiaries.
|
•
|
Proceeds from issuance of long-term debt and borrowings/payments on revolving credit facility –
|
•
|
2015 –$500 million from term loans, the full balance of which was used to prepay outstanding borrowings under the 3-year tranche A term loan facility. In addition, we had borrowings and payments on our revolver of $1,345 million for fiscal 2015. We utilized our revolving credit facility to balance our cash position with term loan deleveraging and changes in working capital. Additionally, total debt of our foreign subsidiaries was $10 million at October 3, 2015, all of which is classified as long-term in our Consolidated Balance Sheets.
|
•
|
2014 – $2,300 million from term loans and $3,243 million from senior unsecured notes after original issue discounts of $7 million. Additionally, total debt related to our foreign subsidiaries was $8 million at September 27, 2014, all of which is classified as long-term in our Consolidated Balance Sheets.
|
•
|
2013 – $68 million primarily from our foreign subsidiaries. Total debt of our foreign subsidiaries was $60 million at September 28, 2013 ($40 million current, $20 million long-term).
|
•
|
Proceeds from issuance of debt and equity components of tangible equity units –
|
•
|
2014 – We issued 30 million, 4.75% tangible equity units (TEUs). Total proceeds, net of underwriting discounts and other expenses, were $1,454 million. Each TEU is comprised of a prepaid stock purchase contract and a senior amortizing note due July 15, 2017. We allocated the proceeds from the issuance of the TEUs to equity and debt based on the relative fair values of the respective components of each TEU. The fair value of the prepaid stock purchase contracts, which was $1,295 million, is recorded in Capital in Excess of Par Value, net of $40 million issuance costs. The fair value of the senior amortizing notes, which was $205 million, was recorded in debt, of which $65 million was current.
|
•
|
Proceeds from issuance of common stock, net of issuance costs –
|
•
|
2014 – We issued 23.8 million shares of our Class A common stock, for total proceeds, net of underwriting discounts and other offering related fees and expenses, of $873 million.
|
•
|
Purchases of Tyson Class A common stock include –
|
•
|
$455 million, $250 million and $550 million for shares repurchased pursuant to our share repurchase program in fiscal 2015, 2014 and 2013, respectively.
|
•
|
$40 million, $45 million and $64 million for shares repurchased to fund certain obligations under our equity compensation plans in fiscal 2015, 2014 and 2013, respectively.
|
•
|
We expect to continue repurchasing shares under our share repurchase program. As of October 3, 2015, 21.1 million shares remain authorized for repurchases. The timing and extent to which we repurchase shares will depend upon, among other things, our working capital needs, market conditions, liquidity targets, our debt obligations and regulatory requirements.
|
•
|
Subsequent to October 3, 2015, we have repurchased $257 million, or approximately 5.7 million shares, of our common stock under our share repurchase program.
|
Liquidity
|
|
|
|
|
|
|
|
|
|
in millions
|
|
|||||||
|
|
Commitments
Expiration Date
|
|
Facility
Amount
|
|
|
Outstanding Letters of
Credit under Revolving
Credit Facility (no draw downs)
|
|
|
Amount
Borrowed
|
|
|
Amount
Available
|
|
||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
$
|
688
|
|
||||||
Short-term investments
|
|
|
|
|
|
|
|
|
|
2
|
|
|||||||
Revolving credit facility
|
|
September 2019
|
|
$
|
1,250
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
1,244
|
|
|
Total liquidity
|
|
|
|
|
|
|
|
|
|
$
|
1,934
|
|
•
|
The revolving credit facility supports our short-term funding needs and letters of credit. The letters of credit issued under this facility are primarily in support of leasing obligations and workers’ compensation insurance programs. Our maximum borrowing under the revolving credit facility during fiscal 2015 was $450 million.
|
•
|
At October 3, 2015, we had current debt of $715 million, which we intend to repay with cash generated from our operating activities and other liquidity sources.
|
•
|
We expect net interest expense will approximate $255 million for fiscal 2016.
|
•
|
At
October 3, 2015
, approximately $270 million of our cash was held in the international accounts of our foreign subsidiaries. Generally, we do not rely on the foreign cash as a source of funds to support our ongoing domestic liquidity needs. Rather, we manage our worldwide cash requirements by reviewing available funds among our foreign subsidiaries and the cost effectiveness with which those funds can be accessed. The repatriation of cash balances from certain of our foreign subsidiaries could have adverse tax consequences or be subject to regulatory capital requirements; however, those balances are generally available without legal restrictions to fund ordinary business operations. United States income taxes, net of applicable foreign tax credits, have not been provided on undistributed earnings of foreign subsidiaries. Our intention is to reinvest the cash held by foreign subsidiaries permanently or to repatriate the cash only when it is tax efficient to do so.
|
•
|
Our current ratio was
1.52
to 1 and
1.64
to 1 at
October 3, 2015
, and
September 27, 2014
, respectively.
|
Ratings Level (S&P/Moody's/Fitch)
|
Facility Fee
Rate
|
|
Undrawn Letter of
Credit Fee and
Borrowing Spread
|
|
A-/A3/A- or above
|
0.100
|
%
|
1.000
|
%
|
BBB+/Baa1/BBB+
|
0.125
|
%
|
1.125
|
%
|
BBB/Baa2/BBB (current level)
|
0.150
|
%
|
1.250
|
%
|
BBB-/Baa3/BBB-
|
0.200
|
%
|
1.500
|
%
|
BB+/Ba1/BB+ or lower
|
0.250
|
%
|
1.750
|
%
|
|
|
in millions
|
|
||||||||||||||||
|
Payments Due by Period
|
||||||||||||||||||
|
2016
|
|
|
2017-2018
|
|
|
2019-2020
|
|
|
2021 and thereafter
|
|
|
Total
|
|
|||||
Debt and capital lease obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Principal payments
(1)
|
$
|
715
|
|
|
$
|
706
|
|
|
$
|
1,844
|
|
|
$
|
3,451
|
|
|
$
|
6,716
|
|
Interest payments
(2)
|
244
|
|
|
440
|
|
|
400
|
|
|
1,374
|
|
|
2,458
|
|
|||||
Guarantees
(3)
|
22
|
|
|
26
|
|
|
49
|
|
|
22
|
|
|
119
|
|
|||||
Operating lease obligations
(4)
|
125
|
|
|
170
|
|
|
87
|
|
|
111
|
|
|
493
|
|
|||||
Purchase obligations
(5)
|
1,655
|
|
|
712
|
|
|
209
|
|
|
185
|
|
|
2,761
|
|
|||||
Capital expenditures
(6)
|
532
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|
565
|
|
|||||
Other long-term liabilities
(7)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
479
|
|
|||||
Total contractual commitments
|
$
|
3,293
|
|
|
$
|
2,087
|
|
|
$
|
2,589
|
|
|
$
|
5,143
|
|
|
$
|
13,591
|
|
(1)
|
In the event of a default on payment, acceleration of the principal payments could occur.
|
(2)
|
Interest payments include interest on all outstanding debt. Payments are estimated for variable rate and variable term debt based on effective interest rates at
October 3, 2015
, and expected payment dates.
|
(3)
|
Amounts include guarantees of debt of outside third parties, which consist of leases and grower loans, all of which are substantially collateralized by the underlying assets, as well as residual value guarantees covering certain operating leases for various types of equipment. The amounts included are the maximum potential amount of future payments.
|
(4)
|
Amounts include minimum lease payments under lease agreements.
|
(5)
|
Amounts include agreements to purchase goods or services that are enforceable and legally binding and specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. The purchase obligations amount included items, such as future purchase commitments for grains, livestock contracts and fixed grower fees, that provide terms that meet the above criteria. For certain grain purchase commitments with a fixed quantity provision, we have assumed the future obligations under the commitment based on available commodity futures prices as published in observable active markets as of
October 3, 2015
. We have excluded future purchase commitments for contracts that do not meet these criteria. Purchase orders are not included in the table, as a purchase order is an authorization to purchase and is cancelable. Contracts for goods or services that contain termination clauses without penalty have also been excluded.
|
(6)
|
Amounts include estimated amounts to complete buildings and equipment under construction as of
October 3, 2015
.
|
(7)
|
Other long-term liabilities primarily consist of deferred compensation, deferred income, self-insurance, and asset retirement obligations. We are unable to reliably estimate the amount of these payments beyond fiscal 2016; therefore, we have only included the total liability in the table above. We also have employee benefit obligations consisting of pensions and other postretirement benefits of $495 million that are excluded from the table above. A discussion of the Company's pension and postretirement plans, including funding matters, is included in Part II, Item 8, Notes to Consolidated Financial Statements, Note 15: Pensions and Other Postretirement Benefits.
|
Description
|
|
Judgments and Uncertainties
|
|
Effect if Actual Results Differ From
Assumptions
|
Contingent liabilities
|
|
|
|
|
We are subject to lawsuits, investigations and other claims related to wage and hour/labor, environmental, product, taxing authorities and other matters, and are required to assess the likelihood of any adverse judgments or outcomes to these matters, as well as potential ranges of probable losses.
A determination of the amount of reserves and disclosures required, if any, for these contingencies is made after considerable analysis of each individual issue. We accrue for contingent liabilities when an assessment of the risk of loss is probable and can be reasonably estimated. We disclose contingent liabilities when the risk of loss is reasonably possible or probable.
|
|
Our contingent liabilities contain uncertainties because the eventual outcome will result from future events, and determination of current reserves requires estimates and judgments related to future changes in facts and circumstances, differing interpretations of the law and assessments of the amount of damages, and the effectiveness of strategies or other factors beyond our control.
|
|
We have not made any material changes in the accounting methodology used to establish our contingent liabilities during the past three fiscal years.
We do not believe there is a reasonable likelihood there will be a material change in the estimates or assumptions used to calculate our contingent liabilities. However, if actual results are not consistent with our estimates or assumptions, we may be exposed to gains or losses that could be material.
|
|
|
|
|
|
Marketing and advertising costs
|
|
|
|
|
We incur advertising, retailer incentive and consumer incentive costs to promote products through marketing programs. These programs include cooperative advertising, volume discounts, in-store display incentives, coupons and other programs.
Marketing and advertising costs are charged in the period incurred. We accrue costs based on the estimated performance, historical utilization and redemption of each program.
Cash consideration given to customers is considered a reduction in the price of our products, thus recorded as a reduction to sales. The remainder of marketing and advertising costs is recorded as a selling, general and administrative expense.
|
|
Recognition of the costs related to these programs contains uncertainties due to judgment required in estimating the potential performance and redemption of each program.
These estimates are based on many factors, including experience of similar promotional programs.
|
|
We have not made any material changes in the accounting methodology used to establish our marketing accruals during the past three fiscal years.
We do not believe there is a reasonable likelihood there will be a material change in the estimates or assumptions used to calculate our marketing accruals. However, if actual results are not consistent with our estimates or assumptions, we may be exposed to gains or losses that could be material.
A 10% change in our marketing accruals at October 3, 2015, would impact pretax earnings by approximately $19 million.
|
Description
|
|
Judgments and Uncertainties
|
|
Effect if Actual Results Differ From
Assumptions
|
Accrued self-insurance
|
|
|
|
|
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 self-insurance liability. We and the actuary consider a number of factors when estimating our self-insurance liability, including claims experience, demographic factors, severity factors and other actuarial assumptions.
We periodically review our estimates and assumptions with our third-party actuary to assist us in determining the adequacy of our self-insurance liability. Our policy is to maintain an accrual within the central to high point of the actuarial range.
|
|
Our self-insurance liability contains uncertainties due to assumptions required and judgment used.
Costs to settle our obligations, including legal and healthcare costs, could increase or decrease causing estimates of our self-insurance liability to change.
Incident rates, including frequency and severity, could increase or decrease causing estimates in our self-insurance liability to change.
|
|
We have not made any material changes in the accounting methodology used to establish our self-insurance liability during the past three fiscal years.
We do not believe there is a reasonable likelihood there will be a material change in the estimates or assumptions used to calculate our self-insurance liability. However, if actual results are not consistent with our estimates or assumptions, we may be exposed to gains or losses that could be material.
A 10% increase in the actuarial estimate at October 3, 2015, would result in an increase in the amount we recorded for our self-insurance liability of approximately $27 million. A 10% decrease in the actuarial estimate at October 3, 2015, would result in a decrease in the amount we recorded for our self-insurance liability of approximately $3 million.
|
Description
|
|
Judgments and Uncertainties
|
|
Effect if Actual Results Differ From
Assumptions
|
Defined benefit pension plans
|
|
|
|
|
We sponsor nine defined benefit pension plans that provide retirement benefits to certain employees. We also participate in a multi-employer plan that provides defined benefits to certain employees covered by collective bargaining agreements. Such plans are usually administered by a board of trustees composed of the management of the participating companies and labor representatives.
We use independent third-party actuaries to assist us in determining our pension obligations and net periodic benefit cost. We and the actuaries review assumptions that include estimates of the present value of the projected future pension payment to all plan participants, taking into consideration the likelihood of potential future events such as salary increases and demographic experience. We accumulate and amortize the effect of actuarial gains and losses over future periods.
Net periodic benefit costs for the defined benefit pension plans were $16 million in fiscal 2015. The projected benefit obligation was $1,986 million at the end of fiscal 2015. Unrecognized actuarial losses were $100 million at the end of fiscal 2015. We currently expect net periodic benefit cost for fiscal 2016 to be approximately $35 million.
Plan assets are currently comprised of approximately 85% fixed income securities and 11% equity securities. Fixed income securities can include, but are not limited to, direct bond investments and pooled or indirect bond investments. Other investments may include, but are not limited to, international and domestic equities, real estate, commodities and private equity.
We expect to contribute approximately $63 million of cash to our pension plans in fiscal 2016. The exact amount of cash contributions made to pension plans in any year is dependent upon a number of factors, including minimum funding requirements.
|
|
Our defined benefit pension plans contain uncertainties due to assumptions required and judgments used.
The key assumptions used in developing the required estimates include such factors as discount rates, expected returns on plan assets, retirement rates, and mortality.
These assumptions can have a material impact upon the funded status and the net periodic benefit cost.
The discount rates were determined using a cash flow matching technique whereby the rates of a yield curve, developed from high-quality debt securities, were applied to the benefit obligations to determine the appropriate discount rate. In determining the long-term rate of return on plan assets, we first examined historical rates of return for the various asset classes within the plans. We then determined a long-term projected rate-of-return based on expected returns. Investment, management and other fees paid out of plan assets are factored into the determination of asset return assumptions. Retirement rates are based primarily on actual plan experience, while standard actuarial tables are used to estimate mortality.
It is reasonably likely that changes in external factors will result in changes to the assumptions used to measure pension obligations and net periodic benefit cost in future periods.
The risks of participating in multiemployer plans are different from single-employer plans. The net pension cost of the multiemployer plans is equal to the annual contribution determined in accordance with the provisions of negotiated labor contracts. Assets contributed to such plans are not segregated or otherwise restricted to provide benefits only to our employees. The future cost of these plans is dependent on a number of factors including the funded status of the plans and the ability of the other participating companies to meet ongoing funding obligations.
|
|
We have not made any material changes in the accounting methodology used to establish our pension obligations and net periodic benefit cost during the past three fiscal years.
We do not believe there is a reasonable likelihood there will be a material change in the estimates or assumptions used to calculate our pension obligations and net periodic benefit cost. However, if actual results are not consistent with our estimates or assumptions, they are accumulated and amortized over future periods and, therefore generally affect the net periodic benefit cost in future periods.
A 1% increase in the discount rate at October 3, 2015, would result in a decrease in the projected benefit obligation and net periodic benefit cost of approximately $240 million and $5 million, respectively. A 1% decrease in the discount rate at October 3, 2015, would result in an increase in the projected benefit obligation and net periodic benefit cost of approximately $298 million and $11 million, respectively.
A 1% change in the return on plan assets at October 3, 2015, would impact the net periodic benefit cost by approximately $16 million.
The sensitivities reflect the impact of changing one assumption at a time with the remaining assumptions held constant. Economic factors and conditions often affect multiple assumptions simultaneously and that the effect of changes in assumptions are not necessarily linear.
|
Description
|
|
Judgments and Uncertainties
|
|
Effect if Actual Results Differ From
Assumptions
|
Income taxes
|
|
|
|
|
We estimate total income tax expense based on statutory tax rates and tax planning opportunities available to us in various jurisdictions in which we earn income.
Federal income tax includes an estimate for taxes on earnings of foreign subsidiaries expected to be taxable upon remittance to the United States, except for earnings considered to be indefinitely invested in the foreign subsidiary.
Deferred income taxes are recognized for the future tax effects of temporary differences between financial and income tax reporting using tax rates in effect for the years in which the differences are expected to reverse.
Valuation allowances are recorded when it is likely a tax benefit will not be realized for a deferred tax asset.
We record unrecognized tax benefit liabilities for known or anticipated tax issues based on our analysis of whether, and the extent to which, additional taxes will be due.
|
|
Changes in tax laws and rates could affect recorded deferred tax assets and liabilities in the future.
Changes in projected future earnings could affect the recorded valuation allowances in the future.
Our calculations related to income taxes contain uncertainties due to judgment used to calculate tax liabilities in the application of complex tax regulations across the tax jurisdictions where we operate.
Our analysis of unrecognized tax benefits contains uncertainties based on judgment used to apply the more likely than not recognition and measurement thresholds.
|
|
We do not believe there is a reasonable likelihood there will be a material change in the tax related balances or valuation allowances. However, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the current estimate of the tax liabilities.
To the extent we prevail in matters for which unrecognized tax benefit liabilities have been established, or are required to pay amounts in excess of our recorded unrecognized tax benefit liabilities, our effective tax rate in a given financial statement period could be materially affected. An unfavorable tax settlement would require use of our cash and generally result in an increase in our effective tax rate in the period of resolution. A favorable tax settlement would generally be recognized as a reduction in our effective tax rate in the period of resolution.
|
Impairment of long-lived assets and definite life intangibles
|
|
|
||
Long-lived assets and definite life intangibles are evaluated for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. Examples include a significant adverse change in the extent or manner in which we use the asset, a change in its physical condition, or an unexpected change in financial performance.
When evaluating long-lived assets and definite life intangibles for impairment, we compare the carrying value of the asset to the asset’s estimated undiscounted future cash flows. An impairment is indicated if the estimated future cash flows are less than the carrying value of the asset. For assets held for sale, we compare the carrying value of the disposal group to fair value. The impairment is the excess of the carrying value over the fair value of the asset.
We recorded impairment charges related to long-lived assets and definite life intangibles of $262 million, $107 million and $74 million, in fiscal 2015, 2014 and 2013, respectively.
|
|
Our impairment analysis contains uncertainties due to judgment in assumptions, including useful lives of assets, forecasted sales, operating margins, growth rates, royalty rates and discount rates based on budgets, business plans, economic projections, anticipated future cash flows and marketplace data
that reflects the risk inherent
in future cash flows to determine fair
value.
|
|
We have not made any material changes in the accounting methodology used to evaluate the impairment of long-lived assets or definite life intangibles during the last three fiscal years.
We do not believe there is a reasonable likelihood there will be a material change in the estimates or assumptions used to calculate impairments of long-lived assets or definite life intangibles. However, if actual results are not consistent with our estimates and assumptions used to calculate estimated future cash flows, we may be exposed to impairment losses that could be material.
We are conducting a project designed to optimize our network capacity and to enhance manufacturing efficiencies in the future. Additionally, we continue to evaluate our international operations and strategies. If we have a significant change in strategies, outlook, or a manner in which we plan to use these assets, we may be exposed to future impairments.
|
Effect of 10% change in fair value
|
in millions
|
|
|||||
|
2015
|
|
|
2014
|
|
||
Livestock:
|
|
|
|
||||
Cattle
|
$
|
13
|
|
|
$
|
42
|
|
Hogs
|
12
|
|
|
32
|
|
||
Grain
|
3
|
|
|
10
|
|
|
Three years ended October 3, 2015
|
|
|||||||||
|
in millions, except per share data
|
|
|||||||||
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Sales
|
$
|
41,373
|
|
|
$
|
37,580
|
|
|
$
|
34,374
|
|
Cost of Sales
|
37,456
|
|
|
34,895
|
|
|
32,016
|
|
|||
Gross Profit
|
3,917
|
|
|
2,685
|
|
|
2,358
|
|
|||
Selling, General and Administrative
|
1,748
|
|
|
1,255
|
|
|
983
|
|
|||
Operating Income
|
2,169
|
|
|
1,430
|
|
|
1,375
|
|
|||
Other (Income) Expense:
|
|
|
|
|
|
||||||
Interest income
|
(9
|
)
|
|
(7
|
)
|
|
(7
|
)
|
|||
Interest expense
|
293
|
|
|
132
|
|
|
145
|
|
|||
Other, net
|
(36
|
)
|
|
53
|
|
|
(20
|
)
|
|||
Total Other (Income) Expense
|
248
|
|
|
178
|
|
|
118
|
|
|||
Income from Continuing Operations before Income Taxes
|
1,921
|
|
|
1,252
|
|
|
1,257
|
|
|||
Income Tax Expense
|
697
|
|
|
396
|
|
|
409
|
|
|||
Income from Continuing Operations
|
1,224
|
|
|
856
|
|
|
848
|
|
|||
Loss from Discontinued Operation, Net of Tax
|
—
|
|
|
—
|
|
|
(70
|
)
|
|||
Net Income
|
1,224
|
|
|
856
|
|
|
778
|
|
|||
Less: Net Income (Loss) Attributable to Noncontrolling Interests
|
4
|
|
|
(8
|
)
|
|
—
|
|
|||
Net Income Attributable to Tyson
|
$
|
1,220
|
|
|
$
|
864
|
|
|
$
|
778
|
|
Amounts Attributable to Tyson:
|
|
|
|
|
|
||||||
Net Income from Continuing Operations
|
1,220
|
|
|
864
|
|
|
848
|
|
|||
Net Loss from Discontinued Operation
|
—
|
|
|
—
|
|
|
(70
|
)
|
|||
Net Income Attributable to Tyson
|
$
|
1,220
|
|
|
$
|
864
|
|
|
$
|
778
|
|
Weighted Average Shares Outstanding:
|
|
|
|
|
|
||||||
Class A Basic
|
335
|
|
|
284
|
|
|
282
|
|
|||
Class B Basic
|
70
|
|
|
70
|
|
|
70
|
|
|||
Diluted
|
413
|
|
|
364
|
|
|
367
|
|
|||
Net Income Per Share from Continuing Operations Attributable to Tyson:
|
|
|
|
|
|
||||||
Class A Basic
|
$
|
3.06
|
|
|
$
|
2.48
|
|
|
$
|
2.46
|
|
Class B Basic
|
$
|
2.79
|
|
|
$
|
2.26
|
|
|
$
|
2.22
|
|
Diluted
|
$
|
2.95
|
|
|
$
|
2.37
|
|
|
$
|
2.31
|
|
Net Loss Per Share from Discontinued Operation Attributable to Tyson:
|
|
|
|
|
|
||||||
Class A Basic
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.20
|
)
|
Class B Basic
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.18
|
)
|
Diluted
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.19
|
)
|
Net Income Per Share Attributable to Tyson:
|
|
|
|
|
|
||||||
Class A Basic
|
$
|
3.06
|
|
|
$
|
2.48
|
|
|
$
|
2.26
|
|
Class B Basic
|
$
|
2.79
|
|
|
$
|
2.26
|
|
|
$
|
2.04
|
|
Diluted
|
$
|
2.95
|
|
|
$
|
2.37
|
|
|
$
|
2.12
|
|
Dividends Declared Per Share:
|
|
|
|
|
|
||||||
Class A
|
$
|
0.425
|
|
|
$
|
0.325
|
|
|
$
|
0.310
|
|
Class B
|
$
|
0.383
|
|
|
$
|
0.294
|
|
|
$
|
0.279
|
|
|
Three years ended October 3, 2015
|
|
|||||||||
|
in millions
|
|
|||||||||
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Net Income
|
$
|
1,224
|
|
|
$
|
856
|
|
|
$
|
778
|
|
Other Comprehensive Income (Loss), Net of Taxes:
|
|
|
|
|
|
||||||
Derivatives accounted for as cash flow hedges
|
2
|
|
|
1
|
|
|
(14
|
)
|
|||
Investments
|
(1
|
)
|
|
4
|
|
|
(3
|
)
|
|||
Currency translation
|
36
|
|
|
(30
|
)
|
|
(37
|
)
|
|||
Postretirement benefits
|
20
|
|
|
(14
|
)
|
|
9
|
|
|||
Total Other Comprehensive Income (Loss), Net of Taxes
|
57
|
|
|
(39
|
)
|
|
(45
|
)
|
|||
Comprehensive Income
|
1,281
|
|
|
817
|
|
|
733
|
|
|||
Less: Comprehensive Income (Loss) Attributable to Noncontrolling Interests
|
4
|
|
|
(8
|
)
|
|
—
|
|
|||
Comprehensive Income Attributable to Tyson
|
$
|
1,277
|
|
|
$
|
825
|
|
|
$
|
733
|
|
October 3, 2015, and September 27, 2014
|
|
||||||
in millions, except share and per share data
|
|
||||||
|
2015
|
|
|
2014
|
|
||
Assets
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
688
|
|
|
$
|
438
|
|
Accounts receivable, net
|
1,620
|
|
|
1,684
|
|
||
Inventories
|
2,878
|
|
|
3,274
|
|
||
Other current assets
|
195
|
|
|
379
|
|
||
Assets held for sale
|
—
|
|
|
446
|
|
||
Total Current Assets
|
5,381
|
|
|
6,221
|
|
||
Net Property, Plant and Equipment
|
5,176
|
|
|
5,130
|
|
||
Goodwill
|
6,667
|
|
|
6,706
|
|
||
Intangible Assets
|
5,168
|
|
|
5,276
|
|
||
Other Assets
|
612
|
|
|
623
|
|
||
Total Assets
|
$
|
23,004
|
|
|
$
|
23,956
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Current debt
|
$
|
715
|
|
|
$
|
643
|
|
Accounts payable
|
1,662
|
|
|
1,806
|
|
||
Other current liabilities
|
1,158
|
|
|
1,207
|
|
||
Liabilities held for sale
|
—
|
|
|
141
|
|
||
Total Current Liabilities
|
3,535
|
|
|
3,797
|
|
||
Long-Term Debt
|
6,010
|
|
|
7,535
|
|
||
Deferred Income Taxes
|
2,449
|
|
|
2,450
|
|
||
Other Liabilities
|
1,304
|
|
|
1,270
|
|
||
Commitments and Contingencies (Note 20)
|
|
|
|
|
|||
Shareholders’ Equity:
|
|
|
|
||||
Common stock ($0.10 par value):
|
|
|
|
||||
Class A-authorized 900 million shares, issued 346 million shares
|
35
|
|
|
35
|
|
||
Convertible Class B-authorized 900 million shares, issued 70 million shares
|
7
|
|
|
7
|
|
||
Capital in excess of par value
|
4,307
|
|
|
4,257
|
|
||
Retained earnings
|
6,813
|
|
|
5,748
|
|
||
Accumulated other comprehensive loss
|
(90
|
)
|
|
(147
|
)
|
||
Treasury stock, at cost – 47 million shares in 2015 and 40 million shares in 2014
|
(1,381
|
)
|
|
(1,010
|
)
|
||
Total Tyson Shareholders’ Equity
|
9,691
|
|
|
8,890
|
|
||
Noncontrolling Interests
|
15
|
|
|
14
|
|
||
Total Shareholders’ Equity
|
9,706
|
|
|
8,904
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
23,004
|
|
|
$
|
23,956
|
|
|
|
|
|
|
Three years ended October 3, 2015
|
|
||||||||||||||
|
|
|
|
|
|
|
in millions
|
|
||||||||||||
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|||
Class A Common Stock:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at beginning of year
|
346
|
|
|
$
|
35
|
|
|
322
|
|
|
$
|
32
|
|
|
322
|
|
|
$
|
32
|
|
Issuance of Class A common stock
|
—
|
|
|
—
|
|
|
24
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|||
Balance at end of year
|
346
|
|
|
35
|
|
|
346
|
|
|
35
|
|
|
322
|
|
|
32
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Class B Common Stock:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at beginning and end of year
|
70
|
|
|
7
|
|
|
70
|
|
|
7
|
|
|
70
|
|
|
7
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Capital in Excess of Par Value:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at beginning of year
|
|
|
4,257
|
|
|
|
|
2,292
|
|
|
|
|
2,278
|
|
||||||
Issuance of Class A common stock
|
|
|
—
|
|
|
|
|
870
|
|
|
|
|
—
|
|
||||||
Issuance of tangible equity units
|
|
|
—
|
|
|
|
|
1,255
|
|
|
|
|
—
|
|
||||||
Convertible debt settlement
|
|
|
—
|
|
|
|
|
(248
|
)
|
|
|
|
—
|
|
||||||
Convertible note hedge settlement
|
|
|
—
|
|
|
|
|
341
|
|
|
|
|
—
|
|
||||||
Warrant settlement
|
|
|
—
|
|
|
|
|
(289
|
)
|
|
|
|
—
|
|
||||||
Stock-based compensation
|
|
|
50
|
|
|
|
|
36
|
|
|
|
|
14
|
|
||||||
Balance at end of year
|
|
|
4,307
|
|
|
|
|
4,257
|
|
|
|
|
2,292
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Retained Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at beginning of year
|
|
|
5,748
|
|
|
|
|
4,999
|
|
|
|
|
4,327
|
|
||||||
Net income attributable to Tyson
|
|
|
1,220
|
|
|
|
|
864
|
|
|
|
|
778
|
|
||||||
Dividends
|
|
|
(155
|
)
|
|
|
|
(115
|
)
|
|
|
|
(106
|
)
|
||||||
Balance at end of year
|
|
|
6,813
|
|
|
|
|
5,748
|
|
|
|
|
4,999
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at beginning of year
|
|
|
(147
|
)
|
|
|
|
(108
|
)
|
|
|
|
(63
|
)
|
||||||
Other Comprehensive Income (Loss)
|
|
|
57
|
|
|
|
|
(39
|
)
|
|
|
|
(45
|
)
|
||||||
Balance at end of year
|
|
|
(90
|
)
|
|
|
|
(147
|
)
|
|
|
|
(108
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Treasury Stock:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at beginning of year
|
40
|
|
|
(1,010
|
)
|
|
48
|
|
|
(1,021
|
)
|
|
33
|
|
|
(569
|
)
|
|||
Purchase of Class A common stock
|
12
|
|
|
(495
|
)
|
|
8
|
|
|
(295
|
)
|
|
24
|
|
|
(614
|
)
|
|||
Convertible debt settlement
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
248
|
|
|
—
|
|
|
—
|
|
|||
Convertible note hedge settlement
|
—
|
|
|
—
|
|
|
12
|
|
|
(341
|
)
|
|
—
|
|
|
—
|
|
|||
Warrant settlement
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
289
|
|
|
—
|
|
|
—
|
|
|||
Stock-based compensation
|
(5
|
)
|
|
124
|
|
|
(4
|
)
|
|
110
|
|
|
(9
|
)
|
|
162
|
|
|||
Balance at end of year
|
47
|
|
|
(1,381
|
)
|
|
40
|
|
|
(1,010
|
)
|
|
48
|
|
|
(1,021
|
)
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total Shareholders’ Equity Attributable to Tyson
|
|
|
$
|
9,691
|
|
|
|
|
$
|
8,890
|
|
|
|
|
$
|
6,201
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Equity Attributable to Noncontrolling Interests:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at beginning of year
|
|
|
$
|
14
|
|
|
|
|
$
|
32
|
|
|
|
|
$
|
30
|
|
|||
Net income (loss) attributable to noncontrolling interests
|
|
|
4
|
|
|
|
|
(8
|
)
|
|
|
|
—
|
|
||||||
Contributions by noncontrolling interest
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
3
|
|
||||||
Distributions to noncontrolling interest
|
|
|
(1
|
)
|
|
|
|
(11
|
)
|
|
|
|
—
|
|
||||||
Net foreign currency translation adjustment and other
|
|
|
(2
|
)
|
|
|
|
1
|
|
|
|
|
(1
|
)
|
||||||
Total Equity Attributable to Noncontrolling Interests
|
|
|
$
|
15
|
|
|
|
|
$
|
14
|
|
|
|
|
$
|
32
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total Shareholders’ Equity
|
|
|
$
|
9,706
|
|
|
|
|
$
|
8,904
|
|
|
|
|
$
|
6,233
|
|
|
Three years ended October 3, 2015
|
|
|||||||||
|
in millions
|
|
|||||||||
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Cash Flows From Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
1,224
|
|
|
$
|
856
|
|
|
$
|
778
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
609
|
|
|
494
|
|
|
474
|
|
|||
Amortization
|
102
|
|
|
36
|
|
|
45
|
|
|||
Deferred income taxes
|
38
|
|
|
(105
|
)
|
|
(12
|
)
|
|||
Convertible debt discount
|
—
|
|
|
(92
|
)
|
|
—
|
|
|||
Gain on dispositions of businesses
|
(177
|
)
|
|
—
|
|
|
—
|
|
|||
Impairment of assets
|
285
|
|
|
107
|
|
|
74
|
|
|||
Share-based compensation expense
|
69
|
|
|
51
|
|
|
36
|
|
|||
Other, net
|
71
|
|
|
(20
|
)
|
|
(10
|
)
|
|||
(Increase) decrease in accounts receivable
|
66
|
|
|
(93
|
)
|
|
(126
|
)
|
|||
(Increase) decrease in inventories
|
220
|
|
|
(148
|
)
|
|
15
|
|
|||
Increase (decrease) in accounts payable
|
(162
|
)
|
|
202
|
|
|
(12
|
)
|
|||
Increase (decrease) in income taxes payable/receivable
|
177
|
|
|
(133
|
)
|
|
80
|
|
|||
Increase (decrease) in interest payable
|
(23
|
)
|
|
5
|
|
|
(1
|
)
|
|||
Net changes in other operating assets and liabilities
|
71
|
|
|
18
|
|
|
(27
|
)
|
|||
Cash Provided by Operating Activities
|
2,570
|
|
|
1,178
|
|
|
1,314
|
|
|||
Cash Flows From Investing Activities:
|
|
|
|
|
|
||||||
Additions to property, plant and equipment
|
(854
|
)
|
|
(632
|
)
|
|
(558
|
)
|
|||
Purchases of marketable securities
|
(38
|
)
|
|
(18
|
)
|
|
(135
|
)
|
|||
Proceeds from sale of marketable securities
|
52
|
|
|
33
|
|
|
117
|
|
|||
Acquisitions, net of cash acquired
|
—
|
|
|
(8,193
|
)
|
|
(106
|
)
|
|||
Proceeds from sale of businesses
|
539
|
|
|
—
|
|
|
—
|
|
|||
Other, net
|
31
|
|
|
10
|
|
|
39
|
|
|||
Cash Used for Investing Activities
|
(270
|
)
|
|
(8,800
|
)
|
|
(643
|
)
|
|||
Cash Flows From Financing Activities:
|
|
|
|
|
|
||||||
Payments on debt
|
(1,995
|
)
|
|
(639
|
)
|
|
(91
|
)
|
|||
Proceeds from issuance of long-term debt
|
501
|
|
|
5,576
|
|
|
68
|
|
|||
Borrowings on revolving credit facility
|
1,345
|
|
|
—
|
|
|
—
|
|
|||
Payments on revolving credit facility
|
(1,345
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of debt component of tangible equity units
|
—
|
|
|
205
|
|
|
—
|
|
|||
Proceeds from issuance of common stock, net of issuance costs
|
—
|
|
|
873
|
|
|
—
|
|
|||
Net proceeds from issuance of equity component of tangible equity units
|
—
|
|
|
1,255
|
|
|
—
|
|
|||
Purchases of Tyson Class A common stock
|
(495
|
)
|
|
(295
|
)
|
|
(614
|
)
|
|||
Dividends
|
(147
|
)
|
|
(104
|
)
|
|
(104
|
)
|
|||
Stock options exercised
|
84
|
|
|
67
|
|
|
123
|
|
|||
Other, net
|
17
|
|
|
(23
|
)
|
|
18
|
|
|||
Cash Provided by (Used for) Financing Activities
|
(2,035
|
)
|
|
6,915
|
|
|
(600
|
)
|
|||
Effect of Exchange Rate Change on Cash
|
(15
|
)
|
|
—
|
|
|
3
|
|
|||
Increase (Decrease) in Cash and Cash Equivalents
|
250
|
|
|
(707
|
)
|
|
74
|
|
|||
Cash and Cash Equivalents at Beginning of Year
|
438
|
|
|
1,145
|
|
|
1,071
|
|
|||
Cash and Cash Equivalents at End of Year
|
$
|
688
|
|
|
$
|
438
|
|
|
$
|
1,145
|
|
|
|
|
in millions
|
|
|||
|
2015
|
|
|
2014
|
|
||
Processed products
|
$
|
1,631
|
|
|
$
|
1,794
|
|
Livestock
|
831
|
|
|
1,066
|
|
||
Supplies and other
|
416
|
|
|
414
|
|
||
Total inventory
|
$
|
2,878
|
|
|
$
|
3,274
|
|
|
in millions
|
|
|||||
|
2015
|
|
|
2014
|
|
||
Accrued salaries, wages and benefits
|
$
|
478
|
|
|
$
|
490
|
|
Accrued marketing, advertising and promotion expense
|
192
|
|
|
185
|
|
||
Other
|
488
|
|
|
532
|
|
||
Total other current liabilities
|
$
|
1,158
|
|
|
$
|
1,207
|
|
|
in millions
|
|
||
Cash and cash equivalents
|
|
$
|
72
|
|
Accounts receivable
|
|
236
|
|
|
Inventories
|
|
414
|
|
|
Other current assets
|
|
343
|
|
|
Property, Plant and Equipment
|
|
1,301
|
|
|
Goodwill
|
|
4,790
|
|
|
Intangible Assets
|
|
5,141
|
|
|
Other Assets
|
|
64
|
|
|
Accounts payable
|
|
(347
|
)
|
|
Other current liabilities
|
|
(327
|
)
|
|
Long-Term Debt
|
|
(869
|
)
|
|
Deferred Income Taxes
|
|
(2,074
|
)
|
|
Other Liabilities
|
|
(500
|
)
|
|
Net asset acquired
|
|
$
|
8,244
|
|
|
|
|
|
|
|
in millions
|
|
|
Intangible Asset Category
|
|
Type
|
|
Life in Years
|
|
Fair Value
|
||
Brands & trademarks
|
|
Non-amortizable
|
|
Indefinite
|
|
$
|
4,062
|
|
Brands & trademarks
|
|
Amortizable
|
|
20 years
|
|
532
|
|
|
Customer relationships
|
|
Amortizable
|
|
Weighted average life of 16 years
|
|
541
|
|
|
Non-compete agreements
|
|
Amortizable
|
|
1 year
|
|
6
|
|
|
Total identifiable intangible assets
|
|
|
|
|
|
$
|
5,141
|
|
|
in millions (unaudited)
|
|
|||||
|
2014
|
|
|
2013
|
|
||
Pro forma sales
|
$
|
41,311
|
|
|
$
|
38,195
|
|
Pro forma net income from continuing operations attributable to Tyson
|
1,047
|
|
|
655
|
|
||
Pro forma net income per diluted share from continuing operations attributable to Tyson
|
$
|
2.50
|
|
|
$
|
1.52
|
|
|
in millions
|
|
|
|
2014
|
|
|
Assets held for sale:
|
|
||
Accounts receivable, net
|
$
|
74
|
|
Inventories
|
141
|
|
|
Other current assets
|
72
|
|
|
Net property, plant and equipment
|
132
|
|
|
Goodwill
|
16
|
|
|
Other assets
|
11
|
|
|
Total assets held for sale
|
$
|
446
|
|
Liabilities held for sale:
|
|
||
Current debt
|
$
|
32
|
|
Accounts payable
|
61
|
|
|
Other current liabilities
|
27
|
|
|
Long-term debt
|
9
|
|
|
Deferred income taxes
|
12
|
|
|
Total liabilities held for sale
|
$
|
141
|
|
|
|
|
|
|
|
in millions
|
|
|||||
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Sales
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
108
|
|
|
|
|
|
|
|
|
||||||
Pretax loss
|
|
—
|
|
|
—
|
|
|
(68
|
)
|
|||
Income tax expense
|
|
—
|
|
|
—
|
|
|
2
|
|
|||
Loss from discontinued operation, net of tax
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(70
|
)
|
|
in millions
|
|
|||||
|
2015
|
|
|
2014
|
|
||
Land
|
$
|
122
|
|
|
$
|
126
|
|
Building and leasehold improvements
|
3,581
|
|
|
3,501
|
|
||
Machinery and equipment
|
6,452
|
|
|
6,144
|
|
||
Land improvements and other
|
286
|
|
|
276
|
|
||
Buildings and equipment under construction
|
375
|
|
|
334
|
|
||
|
10,816
|
|
|
10,381
|
|
||
Less accumulated depreciation
|
5,640
|
|
|
5,251
|
|
||
Net property, plant and equipment
|
$
|
5,176
|
|
|
$
|
5,130
|
|
in millions
|
|
||||||||||||||||||||||||||
|
Chicken
|
|
|
Beef
|
|
|
Pork
|
|
|
Prepared
Foods
|
|
|
Other
(a)
|
|
|
Unallocated
|
|
|
Consolidated
|
|
|||||||
Balance at September 28, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Goodwill
|
$
|
908
|
|
|
$
|
1,123
|
|
|
$
|
317
|
|
|
$
|
75
|
|
|
$
|
68
|
|
|
$
|
—
|
|
|
$
|
2,491
|
|
Accumulated impairment losses
|
—
|
|
|
(560
|
)
|
|
—
|
|
|
—
|
|
|
(29
|
)
|
|
—
|
|
|
(589
|
)
|
|||||||
|
908
|
|
|
563
|
|
|
317
|
|
|
75
|
|
|
39
|
|
|
—
|
|
|
1,902
|
|
|||||||
Fiscal 2014 Activity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
5
|
|
|
4,804
|
|
|
4,827
|
|
|||||||
Reclass to assets held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
(16
|
)
|
|||||||
Impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||||||
Currency translation and other
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||||
Balance at September 27, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Goodwill
|
907
|
|
|
1,123
|
|
|
317
|
|
|
92
|
|
|
57
|
|
|
4,804
|
|
|
7,300
|
|
|||||||
Accumulated impairment losses
|
—
|
|
|
(560
|
)
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
|
—
|
|
|
(594
|
)
|
|||||||
|
$
|
907
|
|
|
$
|
563
|
|
|
$
|
317
|
|
|
$
|
92
|
|
|
$
|
23
|
|
|
$
|
4,804
|
|
|
$
|
6,706
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fiscal 2015 Activity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Acquisition
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Measurement period adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
(14
|
)
|
|||||||
Allocation of acquired goodwill
|
658
|
|
|
113
|
|
|
106
|
|
|
3,913
|
|
|
—
|
|
|
(4,790
|
)
|
|
—
|
|
|||||||
Impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
(23
|
)
|
|||||||
Currency translation and other
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||||
Balance at October 3, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Goodwill
|
1,563
|
|
|
1,236
|
|
|
423
|
|
|
4,005
|
|
|
57
|
|
|
—
|
|
|
7,284
|
|
|||||||
Accumulated impairment losses
|
—
|
|
|
(560
|
)
|
|
—
|
|
|
—
|
|
|
(57
|
)
|
|
—
|
|
|
(617
|
)
|
|||||||
|
$
|
1,563
|
|
|
$
|
676
|
|
|
$
|
423
|
|
|
$
|
4,005
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,667
|
|
in millions
|
|
||||||
|
2015
|
|
|
2014
|
|
||
Amortizable intangible assets:
|
|
|
|
||||
Brands and trademarks
|
$
|
594
|
|
|
$
|
611
|
|
Customer relationships
|
564
|
|
|
570
|
|
||
Patents, intellectual property and other
|
115
|
|
|
136
|
|
||
Non-compete agreements
|
—
|
|
|
6
|
|
||
Land use rights
|
9
|
|
|
8
|
|
||
Total gross amortizable intangible assets
|
$
|
1,282
|
|
|
$
|
1,331
|
|
Less accumulated amortization
|
192
|
|
|
133
|
|
||
Total net amortizable intangible assets
|
$
|
1,090
|
|
|
$
|
1,198
|
|
Brands and trademarks not subject to amortization
|
4,078
|
|
|
4,078
|
|
||
Total intangible assets
|
$
|
5,168
|
|
|
$
|
5,276
|
|
|
|
|
in millions
|
|
|||
|
2015
|
|
|
2014
|
|
||
Revolving credit facility
|
$
|
—
|
|
|
$
|
—
|
|
Senior notes:
|
|
|
|
||||
2.75% Senior notes due September 2015 (2015 Notes)
|
—
|
|
|
407
|
|
||
6.60% Senior notes due April 2016
|
638
|
|
|
638
|
|
||
7.00% Notes due May 2018
|
120
|
|
|
120
|
|
||
2.65% Notes due August 2019
|
1,000
|
|
|
1,000
|
|
||
4.10% Notes due September 2020
|
285
|
|
|
287
|
|
||
4.50% Senior notes due June 2022
|
1,000
|
|
|
1,000
|
|
||
3.95% Notes due August 2024
|
1,250
|
|
|
1,250
|
|
||
7.00% Notes due January 2028
|
18
|
|
|
18
|
|
||
6.13% Notes due November 2032
|
163
|
|
|
164
|
|
||
4.88% Notes due August 2034
|
500
|
|
|
500
|
|
||
5.15% Notes due August 2044
|
500
|
|
|
500
|
|
||
Discount on senior notes
|
(10
|
)
|
|
(12
|
)
|
||
Term loans:
|
|
|
|
||||
3-year tranche A
|
—
|
|
|
1,172
|
|
||
3-year tranche B (1.31% at 10/3/2015)
|
500
|
|
|
—
|
|
||
5-year tranche A
|
—
|
|
|
353
|
|
||
5-year tranche B (1.69% at 10/3/2015)
|
552
|
|
|
552
|
|
||
Amortizing Notes - Tangible Equity Units (see Note 8: Equity)
|
140
|
|
|
205
|
|
||
Other
|
69
|
|
|
24
|
|
||
Total debt
|
6,725
|
|
|
8,178
|
|
||
Less current debt
|
715
|
|
|
643
|
|
||
Total long-term debt
|
$
|
6,010
|
|
|
$
|
7,535
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in millions
|
|||||||||
|
|
October 3, 2015
|
|
September 27, 2014
|
|
September 28, 2013
|
|||||||||||||||
|
|
Shares
|
|
Dollars
|
|
Shares
|
|
Dollars
|
|
Shares
|
|
Dollars
|
|||||||||
Shares repurchased:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Under share repurchase program
|
|
11.0
|
|
|
$
|
455
|
|
|
7.1
|
|
|
$
|
250
|
|
|
21.1
|
|
|
$
|
550
|
|
To fund certain obligations under equity compensation plans
|
|
0.9
|
|
|
40
|
|
|
1.2
|
|
|
45
|
|
|
2.8
|
|
|
64
|
|
|||
Total share repurchases
|
|
11.9
|
|
|
$
|
495
|
|
|
8.3
|
|
|
$
|
295
|
|
|
23.9
|
|
|
$
|
614
|
|
|
|
|
in millions, except price per TEU
|
||||||||
|
Equity Component
|
|
Debt Component
|
|
Total
|
||||||
Price per TEU
|
$
|
43.17
|
|
|
$
|
6.83
|
|
|
$
|
50.00
|
|
Gross Proceeds
|
1,295
|
|
|
205
|
|
|
1,500
|
|
|||
Issuance cost
|
(40
|
)
|
|
(6
|
)
|
|
(46
|
)
|
|||
Net proceeds
|
$
|
1,255
|
|
|
$
|
199
|
|
|
$
|
1,454
|
|
•
|
If the Applicable Market Value is equal to or greater than the conversion price of
$47.14
per share, we will deliver
1.0606
shares of Class A stock per purchase contract, or a minimum of
31.8 million
Class A shares.
|
•
|
If the Applicable Market Value is greater than the reference price of
$37.71
but less than the conversion price of
$47.14
per share, we will deliver a number of shares per purchase contract equal to
$50
, divided by the Applicable Market Value.
|
•
|
If the Applicable Market Value is less than or equal to the reference price of
$37.71
per share, we will deliver
1.3260
shares of Class A stock per purchase contract, or a maximum of
39.8 million
Class A shares.
|
|
|
|
|
|
in millions
|
|
|||||
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Federal
|
$
|
564
|
|
|
$
|
325
|
|
|
$
|
341
|
|
State
|
89
|
|
|
67
|
|
|
38
|
|
|||
Foreign
|
44
|
|
|
4
|
|
|
30
|
|
|||
|
$
|
697
|
|
|
$
|
396
|
|
|
$
|
409
|
|
|
|
|
|
|
|
||||||
Current
|
$
|
659
|
|
|
$
|
501
|
|
|
$
|
421
|
|
Deferred
|
38
|
|
|
(105
|
)
|
|
(12
|
)
|
|||
|
$
|
697
|
|
|
$
|
396
|
|
|
$
|
409
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
Federal income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes
|
3.1
|
|
|
2.8
|
|
|
2.4
|
|
Unrecognized tax benefits, net
|
(1.8
|
)
|
|
(4.7
|
)
|
|
(0.2
|
)
|
Domestic production deduction
|
(3.7
|
)
|
|
(4.0
|
)
|
|
(3.2
|
)
|
Foreign rate differences and valuation allowances
|
3.8
|
|
|
2.8
|
|
|
0.3
|
|
Other
|
(0.1
|
)
|
|
(0.3
|
)
|
|
(1.7
|
)
|
|
36.3
|
%
|
|
31.6
|
%
|
|
32.6
|
%
|
|
|
|
|
|
|
|
in millions
|
|
|||||||
|
2015
|
|
2014
|
||||||||||||
|
Deferred Tax
|
|
Deferred Tax
|
||||||||||||
|
Assets
|
|
|
Liabilities
|
|
|
Assets
|
|
|
Liabilities
|
|
||||
Property, plant and equipment
|
$
|
—
|
|
|
$
|
783
|
|
|
$
|
—
|
|
|
$
|
732
|
|
Intangible assets
|
—
|
|
|
2,000
|
|
|
—
|
|
|
2,031
|
|
||||
Accrued expenses
|
439
|
|
|
—
|
|
|
474
|
|
|
—
|
|
||||
Net operating loss and other carryforwards
|
97
|
|
|
—
|
|
|
96
|
|
|
—
|
|
||||
Other
|
122
|
|
|
238
|
|
|
125
|
|
|
269
|
|
||||
|
$
|
658
|
|
|
$
|
3,021
|
|
|
$
|
695
|
|
|
$
|
3,032
|
|
Valuation allowance
|
$
|
(68
|
)
|
|
|
|
$
|
(51
|
)
|
|
|
||||
Net deferred tax liability
|
|
|
$
|
2,431
|
|
|
|
|
$
|
2,388
|
|
|
|
|
|
|
in millions
|
|
|||||
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Balance as of the beginning of the year
|
$
|
272
|
|
|
$
|
175
|
|
|
$
|
168
|
|
Increases related to current year tax positions
|
78
|
|
|
11
|
|
|
3
|
|
|||
Increases related to prior year tax positions
|
11
|
|
|
17
|
|
|
15
|
|
|||
Change related to Hillshire Brands balances
|
—
|
|
|
136
|
|
|
—
|
|
|||
Reductions related to prior year tax positions
|
(18
|
)
|
|
(20
|
)
|
|
(6
|
)
|
|||
Reductions related to settlements
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
|||
Reductions related to expirations of statute of limitations
|
(37
|
)
|
|
(46
|
)
|
|
(3
|
)
|
|||
Balance as of the end of the year
|
$
|
306
|
|
|
$
|
272
|
|
|
$
|
175
|
|
|
in millions, except per share data
|
|
|||||||||
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Numerator:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
1,224
|
|
|
$
|
856
|
|
|
$
|
848
|
|
Less: Net income (loss) attributable to noncontrolling interests
|
4
|
|
|
(8
|
)
|
|
—
|
|
|||
Net income from continuing operations attributable to Tyson
|
1,220
|
|
|
864
|
|
|
848
|
|
|||
Less dividends declared:
|
|
|
|
|
|
||||||
Class A
|
129
|
|
|
94
|
|
|
87
|
|
|||
Class B
|
26
|
|
|
21
|
|
|
19
|
|
|||
Undistributed earnings
|
$
|
1,065
|
|
|
$
|
749
|
|
|
$
|
742
|
|
|
|
|
|
|
|
||||||
Class A undistributed earnings
|
$
|
896
|
|
|
$
|
612
|
|
|
$
|
606
|
|
Class B undistributed earnings
|
169
|
|
|
137
|
|
|
136
|
|
|||
Total undistributed earnings
|
$
|
1,065
|
|
|
$
|
749
|
|
|
$
|
742
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
||||||
Denominator for basic earnings per share:
|
|
|
|
|
|
||||||
Class A weighted average shares
|
335
|
|
|
284
|
|
|
282
|
|
|||
Class B weighted average shares, and shares under if-converted method for diluted earnings per share
|
70
|
|
|
70
|
|
|
70
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Stock options and restricted stock
|
5
|
|
|
5
|
|
|
5
|
|
|||
Tangible Equity Units
|
3
|
|
|
1
|
|
|
—
|
|
|||
Convertible 2013 Notes
|
—
|
|
|
—
|
|
|
7
|
|
|||
Warrants
|
—
|
|
|
4
|
|
|
3
|
|
|||
Denominator for diluted earnings per share – adjusted weighted average shares and assumed conversions
|
413
|
|
|
364
|
|
|
367
|
|
|||
|
|
|
|
|
|
||||||
Net Income Per Share from Continuing Operations Attributable to Tyson:
|
|
|
|
|
|||||||
Class A Basic
|
$
|
3.06
|
|
|
$
|
2.48
|
|
|
$
|
2.46
|
|
Class B Basic
|
$
|
2.79
|
|
|
$
|
2.26
|
|
|
$
|
2.22
|
|
Diluted
|
$
|
2.95
|
|
|
$
|
2.37
|
|
|
$
|
2.31
|
|
|
|
|
|
|
|
||||||
Net Income Per Share Attributable to Tyson:
|
|
|
|
|
|
||||||
Class A Basic
|
$
|
3.06
|
|
|
$
|
2.48
|
|
|
$
|
2.26
|
|
Class B Basic
|
$
|
2.79
|
|
|
$
|
2.26
|
|
|
$
|
2.04
|
|
Diluted
|
$
|
2.95
|
|
|
$
|
2.37
|
|
|
$
|
2.12
|
|
|
|
|
|
in millions, except soy meal tons
|
|
|||||
|
|
Metric
|
|
October 3, 2015
|
|
|
September 27, 2014
|
|
||
Corn
|
|
Bushels
|
|
18
|
|
|
—
|
|
||
Soy Meal
|
|
Tons
|
|
284,900
|
|
|
198,100
|
|
||
Live Cattle
|
|
Pounds
|
|
102
|
|
|
405
|
|
||
Lean Hogs
|
|
Pounds
|
|
166
|
|
|
350
|
|
||
Foreign Currency
|
|
United States dollar
|
|
$
|
42
|
|
|
$
|
109
|
|
•
|
Cash Flow Hedges – include certain commodity forward and option contracts of forecasted purchases (i.e., grains) and certain foreign exchange forward contracts.
|
•
|
Fair Value Hedges – include certain commodity forward contracts of firm commitments (i.e., livestock).
|
|
|
|
|
|
|
|
|
|
|
|
in millions
|
|
|||||||||||||
|
Gain (Loss)
Recognized in OCI
on Derivatives
|
|
|
Consolidated
Statements of Income
Classification
|
|
Gain (Loss)
Reclassified from
OCI to Earnings
|
|
||||||||||||||||||
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
||||||
Cash Flow Hedge – Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity contracts
|
$
|
(4
|
)
|
|
$
|
(7
|
)
|
|
$
|
(29
|
)
|
|
Cost of Sales
|
|
$
|
(7
|
)
|
|
$
|
(10
|
)
|
|
$
|
(5
|
)
|
Foreign exchange contracts
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
|
Other Income/Expense
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
||||||
Total
|
$
|
(4
|
)
|
|
$
|
(8
|
)
|
|
$
|
(31
|
)
|
|
|
|
$
|
(7
|
)
|
|
$
|
(10
|
)
|
|
$
|
(9
|
)
|
|
|
in millions
|
|
|||||||||||
|
|
Consolidated
Statements of Income
Classification
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Gain (Loss) on forwards
|
|
Cost of Sales
|
|
$
|
17
|
|
|
$
|
(154
|
)
|
|
$
|
21
|
|
Gain (Loss) on purchase contract
|
|
Cost of Sales
|
|
(17
|
)
|
|
154
|
|
|
(21
|
)
|
|
|
|
|
|
|
in millions
|
|
|||||||
|
|
Consolidated
Statements of Income
Classification
|
|
Gain (Loss)
Recognized
in Earnings
|
|
|||||||||
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||
Commodity contracts
|
|
Sales
|
|
$
|
(62
|
)
|
|
$
|
75
|
|
|
$
|
(10
|
)
|
Commodity contracts
|
|
Cost of Sales
|
|
(33
|
)
|
|
(136
|
)
|
|
(24
|
)
|
|||
Foreign exchange contracts
|
|
Other Income/Expense
|
|
(4
|
)
|
|
—
|
|
|
2
|
|
|||
Total
|
|
|
|
$
|
(99
|
)
|
|
$
|
(61
|
)
|
|
$
|
(32
|
)
|
•
|
Quoted prices for similar assets or liabilities in active markets;
|
•
|
Quoted prices for identical or similar assets in non-active markets;
|
•
|
Inputs other than quoted prices that are observable for the asset or liability; and
|
•
|
Inputs derived principally from or corroborated by other observable market data.
|
|
|
|
|
|
|
|
|
|
in millions
|
|
|||||||||
October 3, 2015
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Netting (a)
|
|
|
Total
|
|
|||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative Financial Instruments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Designated as hedges
|
$
|
—
|
|
|
$
|
52
|
|
|
$
|
—
|
|
|
$
|
(35
|
)
|
|
$
|
17
|
|
Undesignated
|
—
|
|
|
9
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|||||
Available for Sale Securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
2
|
|
|||||
Non-current
|
—
|
|
|
33
|
|
|
60
|
|
|
—
|
|
|
93
|
|
|||||
Deferred Compensation Assets
|
9
|
|
|
222
|
|
|
—
|
|
|
—
|
|
|
231
|
|
|||||
Total Assets
|
$
|
9
|
|
|
$
|
317
|
|
|
$
|
61
|
|
|
$
|
(44
|
)
|
|
$
|
343
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative Financial Instruments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Designated as hedges
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
Undesignated
|
—
|
|
|
49
|
|
|
—
|
|
|
(47
|
)
|
|
2
|
|
|||||
Total Liabilities
|
$
|
—
|
|
|
$
|
51
|
|
|
$
|
—
|
|
|
$
|
(49
|
)
|
|
$
|
2
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
September 27, 2014
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Netting (a)
|
|
|
Total
|
|
|||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative Financial Instruments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Designated as hedges
|
$
|
—
|
|
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
(17
|
)
|
|
$
|
—
|
|
Undesignated
|
—
|
|
|
42
|
|
|
—
|
|
|
(33
|
)
|
|
9
|
|
|||||
Available for Sale Securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Non-current
|
1
|
|
|
24
|
|
|
67
|
|
|
—
|
|
|
92
|
|
|||||
Deferred Compensation Assets
|
15
|
|
|
218
|
|
|
—
|
|
|
—
|
|
|
233
|
|
|||||
Total Assets
|
$
|
16
|
|
|
$
|
302
|
|
|
$
|
67
|
|
|
$
|
(50
|
)
|
|
$
|
335
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative Financial Instruments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Designated as hedges
|
$
|
—
|
|
|
$
|
78
|
|
|
$
|
—
|
|
|
$
|
(78
|
)
|
|
$
|
—
|
|
Undesignated
|
—
|
|
|
82
|
|
|
—
|
|
|
(70
|
)
|
|
12
|
|
|||||
Total Liabilities
|
$
|
—
|
|
|
$
|
160
|
|
|
$
|
—
|
|
|
$
|
(148
|
)
|
|
$
|
12
|
|
(a)
|
Our derivative assets and liabilities are presented in our Consolidated Balance Sheets on a net basis. We net derivative assets and liabilities, including cash collateral, when a legally enforceable master netting arrangement exists between the counterparty to a derivative contract and us. At
October 3, 2015
, and
September 27, 2014
, we had posted with various counterparties
$5 million
and
$98 million
, respectively, of cash collateral related to our derivative financial instruments and held no cash collateral.
|
|
|
|
in millions
|
|
|||
|
October 3, 2015
|
|
|
September 27, 2014
|
|
||
Balance at beginning of year
|
$
|
67
|
|
|
$
|
65
|
|
Total realized and unrealized gains (losses):
|
|
|
|
||||
Included in earnings
|
—
|
|
|
—
|
|
||
Included in other comprehensive income (loss)
|
—
|
|
|
—
|
|
||
Purchases
|
20
|
|
|
25
|
|
||
Issuances
|
—
|
|
|
—
|
|
||
Settlements
|
(26
|
)
|
|
(23
|
)
|
||
Balance at end of year
|
$
|
61
|
|
|
$
|
67
|
|
Total gains (losses) for the periods included in earnings attributable to the change in unrealized gains (losses) relating to assets and liabilities still held at end of year
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
in millions
|
|
|||||||||||||
|
October 3, 2015
|
|
September 27, 2014
|
||||||||||||||||||||
|
Amortized
Cost Basis
|
|
|
Fair
Value
|
|
|
Unrealized
Gain/(Loss)
|
|
|
Amortized
Cost Basis
|
|
|
Fair
Value
|
|
|
Unrealized
Gain/(Loss)
|
|
||||||
Available for Sale Securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt Securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
United States Treasury and Agency
|
$
|
33
|
|
|
$
|
34
|
|
|
$
|
1
|
|
|
$
|
25
|
|
|
$
|
25
|
|
|
$
|
—
|
|
Corporate and Asset-Backed
|
60
|
|
|
61
|
|
|
1
|
|
|
65
|
|
|
67
|
|
|
2
|
|
||||||
Equity Securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Common Stock and Warrants (a)
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
(a)
|
At
October 3, 2015
, and September 27, 2014, the amortized cost basis for Equity Securities had been reduced by accumulated other than temporary impairment of approximately nil and
$2 million
, respectively.
|
|
|
|
|
|
in millions
|
|
|||||||||
|
October 3, 2015
|
|
September 27, 2014
|
||||||||||||
|
Fair
Value
|
|
|
Carrying
Value
|
|
|
Fair
Value
|
|
|
Carrying
Value
|
|
||||
Total Debt
|
$
|
6,900
|
|
|
$
|
6,725
|
|
|
$
|
8,347
|
|
|
$
|
8,178
|
|
|
Shares Under
Option
|
|
|
Weighted
Average Exercise
Price Per Share
|
|
|
Weighted Average
Remaining
Contractual Life
(in Years)
|
|
Aggregate
Intrinsic Value
(in millions)
|
|
||
Outstanding, September 27, 2014
|
13,724,409
|
|
|
$
|
21.30
|
|
|
|
|
|
||
Exercised
|
(3,900,576
|
)
|
|
21.47
|
|
|
|
|
|
|||
Forfeited or expired
|
(177,491
|
)
|
|
37.23
|
|
|
|
|
|
|||
Granted
|
5,088,723
|
|
|
42.26
|
|
|
|
|
|
|||
Outstanding, October 3, 2015
|
14,735,065
|
|
|
28.30
|
|
|
7.1
|
|
$
|
237
|
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable, October 3, 2015
|
6,789,969
|
|
|
$
|
18.73
|
|
|
5.4
|
|
$
|
174
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
Expected life (in years)
|
6.1
|
|
|
6.0
|
|
|
6.2
|
|
Risk-free interest rate
|
1.6
|
%
|
|
1.3
|
%
|
|
0.7
|
%
|
Expected volatility
|
26.7
|
%
|
|
36.0
|
%
|
|
36.8
|
%
|
Expected dividend yield
|
1.0
|
%
|
|
1.0
|
%
|
|
1.0
|
%
|
|
Number of Shares
|
|
|
Weighted
Average Grant-
Date Fair Value
Per Share
|
|
|
Weighted Average
Remaining
Contractual Life
(in Years)
|
|
Aggregate
Intrinsic Value
(in millions)
|
|
||
Nonvested, September 27, 2014
|
938,944
|
|
|
$
|
23.18
|
|
|
|
|
|
||
Granted
|
742,036
|
|
|
42.39
|
|
|
|
|
|
|||
Dividends
|
11,431
|
|
|
34.99
|
|
|
|
|
|
|||
Vested
|
(520,964
|
)
|
|
20.28
|
|
|
|
|
|
|||
Forfeited
|
(63,519
|
)
|
|
36.61
|
|
|
|
|
|
|||
Nonvested, October 3, 2015
|
1,107,928
|
|
|
$
|
36.76
|
|
|
1.6
|
|
$
|
49
|
|
|
Number of Shares
|
|
|
Weighted
Average Grant-
Date Fair Value
Per Share
|
|
|
Weighted Average
Remaining
Contractual Life
(in Years)
|
|
Aggregate
Intrinsic Value
(in millions)
|
|
||
Nonvested, September 27, 2014
|
1,403,603
|
|
|
$
|
26.77
|
|
|
|
|
|
||
Granted
|
522,746
|
|
|
46.16
|
|
|
|
|
|
|||
Vested
|
(25,922
|
)
|
|
17.36
|
|
|
|
|
|
|||
Forfeited
|
(65,327
|
)
|
|
37.98
|
|
|
|
|
|
|||
Nonvested, October 3, 2015
|
1,835,100
|
|
|
$
|
32.03
|
|
|
0.9
|
|
$
|
81
|
|
|
|
|
|
|
|
|
|
|
in millions
|
|
|||||||||||||
|
Pension Benefits
|
|
Other Postretirement
|
||||||||||||||||||||
|
Qualified
|
|
Non-Qualified
|
|
Benefits
|
||||||||||||||||||
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation at beginning of year
|
$
|
1,849
|
|
|
$
|
86
|
|
|
$
|
182
|
|
|
$
|
85
|
|
|
$
|
163
|
|
|
$
|
71
|
|
Service cost
|
10
|
|
|
1
|
|
|
8
|
|
|
7
|
|
|
5
|
|
|
2
|
|
||||||
Interest cost
|
78
|
|
|
10
|
|
|
8
|
|
|
5
|
|
|
7
|
|
|
3
|
|
||||||
Plan amendments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(60
|
)
|
|
—
|
|
||||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
1
|
|
||||||
Actuarial (gain)/loss
|
(50
|
)
|
|
(37
|
)
|
|
11
|
|
|
15
|
|
|
9
|
|
|
(8
|
)
|
||||||
Benefits paid
|
(102
|
)
|
|
(11
|
)
|
|
(8
|
)
|
|
(3
|
)
|
|
(12
|
)
|
|
(6
|
)
|
||||||
Business acquisition
|
—
|
|
|
1,800
|
|
|
—
|
|
|
73
|
|
|
—
|
|
|
100
|
|
||||||
Benefit obligation at end of year
|
1,785
|
|
|
1,849
|
|
|
201
|
|
|
182
|
|
|
114
|
|
|
163
|
|
||||||
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at beginning of year
|
1,647
|
|
|
85
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Actual return on plan assets
|
25
|
|
|
(36
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Employer contributions
|
6
|
|
|
6
|
|
|
8
|
|
|
3
|
|
|
10
|
|
|
5
|
|
||||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
1
|
|
||||||
Benefits paid
|
(102
|
)
|
|
(11
|
)
|
|
(8
|
)
|
|
(3
|
)
|
|
(12
|
)
|
|
(6
|
)
|
||||||
Business acquisition
|
—
|
|
|
1,603
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Fair value of plan assets at end of year
|
1,576
|
|
|
1,647
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
||||||
Funded status
|
$
|
(209
|
)
|
|
$
|
(202
|
)
|
|
$
|
(201
|
)
|
|
$
|
(179
|
)
|
|
$
|
(114
|
)
|
|
$
|
(163
|
)
|
|
|
|
|
|
|
|
|
|
in millions
|
|
|||||||||||||
|
Pension Benefits
|
|
Other Postretirement
|
||||||||||||||||||||
|
Qualified
|
|
Non-Qualified
|
|
Benefits
|
||||||||||||||||||
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
||||||
Other current liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(9
|
)
|
|
$
|
(5
|
)
|
|
$
|
(20
|
)
|
|
$
|
(7
|
)
|
Other liabilities
|
(209
|
)
|
|
(202
|
)
|
|
(192
|
)
|
|
(174
|
)
|
|
(94
|
)
|
|
(156
|
)
|
||||||
Total liabilities
|
$
|
(209
|
)
|
|
$
|
(202
|
)
|
|
$
|
(201
|
)
|
|
$
|
(179
|
)
|
|
$
|
(114
|
)
|
|
$
|
(163
|
)
|
|
|
|
|
|
|
|
|
|
in millions
|
|
|||||||||||||
|
Pension Benefits
|
|
Other Postretirement
|
||||||||||||||||||||
|
Qualified
|
|
Non-Qualified
|
|
Benefits
|
||||||||||||||||||
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
||||||
Accumulated other comprehensive (income)/loss:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Actuarial loss
|
$
|
57
|
|
|
$
|
39
|
|
|
$
|
43
|
|
|
$
|
36
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Prior service cost/(credit) (a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59
|
)
|
|
(2
|
)
|
||||||
Total accumulated other comprehensive (income)/loss:
|
$
|
57
|
|
|
$
|
39
|
|
|
$
|
43
|
|
|
$
|
36
|
|
|
$
|
(59
|
)
|
|
$
|
(2
|
)
|
(a)
|
The change in prior service cost is primarily attributed to the plan amendments to the other postretirement benefits as noted within the change in benefit obligation with remainder of the change being immaterial.
|
|
|
|
|
|
in millions
|
|
|||||||||
|
Pension Benefits
|
||||||||||||||
|
Qualified
|
|
Non-Qualified
|
||||||||||||
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
||||
Projected benefit obligation
|
$
|
1,781
|
|
|
$
|
1,829
|
|
|
$
|
201
|
|
|
$
|
182
|
|
Accumulated benefit obligation
|
1,781
|
|
|
1,829
|
|
|
193
|
|
|
172
|
|
||||
Fair value of plan assets
|
1,572
|
|
|
1,627
|
|
|
—
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in millions
|
|
|||||||||||||||||||
|
Pension Benefits
|
|
Other Postretirement
|
||||||||||||||||||||||||||||||||
|
Qualified
|
|
Non-Qualified
|
|
Benefits
|
||||||||||||||||||||||||||||||
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||||||||
Service cost
|
$
|
10
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
7
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
2
|
|
|
$
|
2
|
|
Interest cost
|
78
|
|
|
10
|
|
|
4
|
|
|
8
|
|
|
5
|
|
|
3
|
|
|
7
|
|
|
3
|
|
|
2
|
|
|||||||||
Expected return on plan assets
|
(102
|
)
|
|
(13
|
)
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||||||
Recognized actuarial (gain) loss, net
|
2
|
|
|
2
|
|
|
4
|
|
|
4
|
|
|
2
|
|
|
3
|
|
|
9
|
|
|
(8
|
)
|
|
7
|
|
|||||||||
Recognized settlement (gain) loss
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|||||||||
Net periodic benefit (credit) cost
|
$
|
(4
|
)
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
20
|
|
|
$
|
14
|
|
|
$
|
12
|
|
|
$
|
18
|
|
|
$
|
(3
|
)
|
|
$
|
10
|
|
|
Pension Benefits
|
|
Other Postretirement
|
|||||||||||||||||||||||
|
Qualified
|
|
Non-Qualified
|
|
Benefits
|
|||||||||||||||||||||
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
Discount rate to determine net periodic benefit cost
|
4.32
|
%
|
|
4.37
|
%
|
|
4.02
|
%
|
|
4.36
|
%
|
|
5.01
|
%
|
|
4.23
|
%
|
|
3.97
|
%
|
|
4.41
|
%
|
|
3.66
|
%
|
Discount rate to determine benefit obligations
|
4.47
|
%
|
|
4.32
|
%
|
|
4.77
|
%
|
|
4.41
|
%
|
|
4.36
|
%
|
|
5.09
|
%
|
|
3.54
|
%
|
|
3.97
|
%
|
|
4.48
|
%
|
Rate of compensation increase
|
0.01
|
%
|
|
0.01
|
%
|
|
n/a
|
|
|
2.31
|
%
|
|
2.11
|
%
|
|
3.50
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Expected return on plan assets
|
4.61
|
%
|
|
6.37
|
%
|
|
5.44
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
|
|
in millions
|
|
|||
|
One Percentage Point Increase
|
|
One Percentage Point Decrease
|
||||
Effect on postretirement benefit obligation
|
$
|
8
|
|
|
$
|
7
|
|
Effect on total service and interest components
|
—
|
|
|
—
|
|
|
2015
|
|
|
2014
|
|
|
Target Asset
Allocation
|
|
Cash
|
0.3
|
%
|
|
4.9
|
%
|
|
—
|
%
|
Fixed Income Securities
|
85.4
|
|
|
80.5
|
|
|
86.0
|
|
United States Stock Funds
|
3.9
|
|
|
6.0
|
|
|
4.0
|
|
International Stock Funds
|
6.8
|
|
|
6.2
|
|
|
6.5
|
|
Real Estate
|
3.6
|
|
|
2.0
|
|
|
3.5
|
|
Other
|
—
|
|
|
0.4
|
|
|
—
|
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
in millions
|
|
|||||||||||||
October 3, 2015
|
Level 1
|
|
|
Level 2 (a)
|
|
|
Level 3 (b)
|
|
|
Total
|
|
||||
Cash and cash equivalents
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
Fixed Income Securities:
|
|
|
|
|
|
|
|
||||||||
Bond and fixed income funds
|
—
|
|
|
1,334
|
|
|
—
|
|
|
1,334
|
|
||||
Total fixed income securities
|
—
|
|
|
1,334
|
|
|
—
|
|
|
1,334
|
|
||||
Equity Securities:
|
|
|
|
|
|
|
|
|
|||||||
United States securities funds
|
—
|
|
|
61
|
|
|
—
|
|
|
61
|
|
||||
Non-United States securities funds
|
—
|
|
|
106
|
|
|
—
|
|
|
106
|
|
||||
Global real estate funds
|
—
|
|
|
56
|
|
|
—
|
|
|
56
|
|
||||
Total equity securities
|
—
|
|
|
223
|
|
|
—
|
|
|
223
|
|
||||
Insurance contract at contract value
|
—
|
|
|
—
|
|
|
14
|
|
|
14
|
|
||||
Total plan assets
|
$
|
5
|
|
|
$
|
1,557
|
|
|
$
|
14
|
|
|
$
|
1,576
|
|
|
in millions
|
|
|||||||||||||
September 27, 2014
|
Level 1
|
|
|
Level 2 (a)
|
|
|
Level 3 (b)
|
|
|
Total
|
|
||||
Cash and cash equivalents
|
$
|
79
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
79
|
|
Fixed Income Securities:
|
|
|
|
|
|
|
|
||||||||
Bond and fixed income funds
|
—
|
|
|
377
|
|
|
—
|
|
|
377
|
|
||||
Corporate bonds
|
—
|
|
|
680
|
|
|
—
|
|
|
680
|
|
||||
Government and municipal bonds
|
—
|
|
|
253
|
|
|
—
|
|
|
253
|
|
||||
Mortgage backed securities
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
||||
Total fixed income securities
|
—
|
|
|
1,310
|
|
|
7
|
|
|
1,317
|
|
||||
Equity Securities:
|
|
|
|
|
|
|
|
||||||||
United States securities funds
|
—
|
|
|
84
|
|
|
—
|
|
|
84
|
|
||||
Non- United States securities funds
|
—
|
|
|
101
|
|
|
—
|
|
|
101
|
|
||||
Commodity funds
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
||||
Global real estate funds
|
—
|
|
|
33
|
|
|
—
|
|
|
33
|
|
||||
Total equity securities
|
—
|
|
|
232
|
|
|
—
|
|
|
232
|
|
||||
Other
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
||||
Insurance contract at contract value
|
—
|
|
|
—
|
|
|
15
|
|
|
15
|
|
||||
Total plan assets
|
$
|
79
|
|
|
$
|
1,549
|
|
|
$
|
22
|
|
|
$
|
1,650
|
|
(a)
|
We classify our investments in United States government, United States agency, fixed income funds, bond funds, corporate bonds, and other debt securities as Level 2 as fair value is generally estimated using discounted cash flow models that are primarily industry-standard models that consider various assumptions, including time value and yield curve as well as other readily available relevant economic measures. Funds are valued using the net asset value (NAV) provided by the trustee, which is a practical expedient to estimating fair value. The NAV is based on the fair value of the underlying investments within the funds and is determined daily.
|
(b)
|
We classify certain mortgage-backed, asset-backed and insurance contracts as Level 3 as there is limited activity or less observable inputs into valuation models, including current interest rates and estimated prepayment, default and recovery rates on the underlying portfolio or structured investment vehicle. The insurance contracts are valued using the plan’s own assumptions about the assumptions market participants would use in pricing the assets based on the best information available, such as investment manager pricing. Significant changes to assumptions or unobservable inputs in the valuation of our Level 3 instruments would not have a significant impact to our consolidated financial statements.
|
|
|
|
|
|
in millions
|
|
|||||
|
Mortgage backed securities
|
|
|
Insurance contract
|
|
|
Total
|
|
|||
Balance at September 27, 2014
|
$
|
7
|
|
|
$
|
15
|
|
|
22
|
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
|||||
Assets still held at reporting date
|
—
|
|
|
—
|
|
|
—
|
|
|||
Assets sold during the period
|
—
|
|
|
—
|
|
|
—
|
|
|||
Purchases, sales and settlements, net
|
(7
|
)
|
|
(1
|
)
|
|
(8
|
)
|
|||
Transfers in and/or out of Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance at October 3, 2015
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
14
|
|
|
|
|
|
|
in millions
|
|
|||||
|
Pension Benefits
|
|
Other Postretirement
|
||||||||
|
Qualified
|
|
Non-Qualified
|
|
Benefits
|
||||||
2016
|
$
|
81
|
|
|
$
|
9
|
|
|
$
|
20
|
|
2017
|
83
|
|
|
9
|
|
|
14
|
|
|||
2018
|
87
|
|
|
10
|
|
|
10
|
|
|||
2019
|
89
|
|
|
10
|
|
|
7
|
|
|||
2020
|
92
|
|
|
10
|
|
|
7
|
|
|||
2021-2025
|
508
|
|
|
59
|
|
|
33
|
|
|
|
|
PPA Zone Status
|
|
FIP/RP Status
|
Contributions (in millions)
|
|
Surcharge Imposed
|
|
|
||||
Pension Fund Plan Name
|
EIN/Pension Plan Number
|
|
2015
|
|
2014
|
|
Implemented
|
2015
|
2014
|
|
2015
|
|
Expiration Date of Collective Bargaining Agreement
(a)
|
|
Bakery and Confectionery Union and Industry International Pension Fund
|
52-6118572/001
|
|
Red
|
|
Red
|
|
Nov 2012
|
|
$1
|
$1
|
|
10%
|
|
October 2015
|
|
|
|
in millions
|
|
|||
|
2015
|
|
|
2014
|
|
||
Accumulated other comprehensive income (loss), net of taxes:
|
|
|
|
||||
Unrealized net hedging loss
|
$
|
(1
|
)
|
|
$
|
(3
|
)
|
Unrealized net gain on investments
|
1
|
|
|
2
|
|
||
Currency translation adjustment
|
(63
|
)
|
|
(99
|
)
|
||
Postretirement benefits reserve adjustments
|
(27
|
)
|
|
(47
|
)
|
||
Total accumulated other comprehensive loss
|
$
|
(90
|
)
|
|
$
|
(147
|
)
|
|
|
|
|
|
|
|
|
|
|
in millions
|
|
|||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||||||||
|
|
Before Tax
|
Tax
|
After Tax
|
|
Before Tax
|
Tax
|
After Tax
|
|
Before Tax
|
Tax
|
After Tax
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Derivatives accounted for as cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
(Gain) loss reclassified to Cost of Sales
|
|
$
|
7
|
|
$
|
(3
|
)
|
$
|
4
|
|
|
$
|
10
|
|
$
|
(4
|
)
|
$
|
6
|
|
|
$
|
5
|
|
$
|
(2
|
)
|
$
|
3
|
|
(Gain) loss reclassified to Other Income/Expense
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
4
|
|
(2
|
)
|
2
|
|
|||||||||
Unrealized gain (loss)
|
|
(4
|
)
|
2
|
|
(2
|
)
|
|
(8
|
)
|
3
|
|
(5
|
)
|
|
(31
|
)
|
12
|
|
(19
|
)
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
(Gain) loss reclassified to Other Income/Expense
|
|
(21
|
)
|
8
|
|
(13
|
)
|
|
8
|
|
(2
|
)
|
6
|
|
|
(1
|
)
|
—
|
|
(1
|
)
|
|||||||||
Unrealized gain (loss)
|
|
21
|
|
(9
|
)
|
12
|
|
|
(2
|
)
|
—
|
|
(2
|
)
|
|
(4
|
)
|
2
|
|
(2
|
)
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Currency translation:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Translation loss reclassified to Cost of Sales (a)
|
|
115
|
|
(8
|
)
|
107
|
|
|
—
|
|
—
|
|
—
|
|
|
(19
|
)
|
(1
|
)
|
(20
|
)
|
|||||||||
Translation adjustment
|
|
(86
|
)
|
15
|
|
(71
|
)
|
|
(32
|
)
|
2
|
|
(30
|
)
|
|
(20
|
)
|
3
|
|
(17
|
)
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Postretirement benefits
|
|
32
|
|
(12
|
)
|
20
|
|
|
(23
|
)
|
9
|
|
(14
|
)
|
|
15
|
|
(6
|
)
|
9
|
|
|||||||||
Total Other Comprehensive Income (Loss)
|
|
$
|
64
|
|
$
|
(7
|
)
|
$
|
57
|
|
|
$
|
(47
|
)
|
$
|
8
|
|
$
|
(39
|
)
|
|
$
|
(51
|
)
|
$
|
6
|
|
$
|
(45
|
)
|
|
in millions
|
|
|||||||||||||||||||||||||
|
Chicken
|
|
|
Beef
|
|
|
Pork
|
|
|
Prepared
Foods
|
|
|
Other
|
|
|
Intersegment
Sales
|
|
|
Consolidated
|
|
|||||||
Fiscal 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Sales
|
$
|
11,390
|
|
|
$
|
17,236
|
|
|
$
|
5,262
|
|
|
$
|
7,822
|
|
|
$
|
879
|
|
|
$
|
(1,216
|
)
|
|
$
|
41,373
|
|
Operating Income (Loss)
|
1,366
|
|
|
(66
|
)
|
|
380
|
|
|
588
|
|
|
(99
|
)
|
|
|
|
2,169
|
|
||||||||
Total Other (Income) Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
248
|
|
|||||||||||||
Income from Continuing Operations before Income Taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
1,921
|
|
|||||||||||||
Depreciation and amortization
|
272
|
|
|
97
|
|
|
31
|
|
|
280
|
|
|
21
|
|
|
|
|
701
|
|
||||||||
Total Assets
|
5,731
|
|
|
3,009
|
|
|
927
|
|
|
12,006
|
|
|
1,331
|
|
|
|
|
23,004
|
|
||||||||
Additions to property, plant and equipment
|
405
|
|
|
113
|
|
|
50
|
|
|
167
|
|
|
119
|
|
|
|
|
854
|
|
||||||||
Fiscal 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Sales
|
$
|
11,116
|
|
|
$
|
16,177
|
|
|
$
|
6,304
|
|
|
$
|
3,927
|
|
|
$
|
1,381
|
|
|
$
|
(1,325
|
)
|
|
$
|
37,580
|
|
Operating Income (Loss)
|
883
|
|
|
347
|
|
|
455
|
|
|
(60
|
)
|
|
(195
|
)
|
|
|
|
1,430
|
|
||||||||
Total Other (Income) Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
178
|
|
|||||||||||||
Income from Continuing Operations before Income Taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
1,252
|
|
|||||||||||||
Depreciation and amortization
|
253
|
|
|
91
|
|
|
33
|
|
|
95
|
|
|
48
|
|
|
|
|
520
|
|
||||||||
Total Assets
|
4,807
|
|
|
3,103
|
|
|
965
|
|
|
8,608
|
|
|
6,473
|
|
|
|
|
23,956
|
|
||||||||
Additions to property, plant and equipment
|
307
|
|
|
115
|
|
|
36
|
|
|
77
|
|
|
97
|
|
|
|
|
632
|
|
||||||||
Fiscal 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Sales
|
$
|
10,988
|
|
|
$
|
14,400
|
|
|
$
|
5,408
|
|
|
$
|
3,322
|
|
|
$
|
1,370
|
|
|
$
|
(1,114
|
)
|
|
$
|
34,374
|
|
Operating Income (Loss)
|
683
|
|
|
296
|
|
|
332
|
|
|
101
|
|
|
(37
|
)
|
|
|
|
1,375
|
|
||||||||
Total Other (Income) Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
118
|
|
|||||||||||||
Income from Continuing Operations before Income Taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
1,257
|
|
|||||||||||||
Depreciation and amortization
|
253
|
|
|
91
|
|
|
31
|
|
|
67
|
|
|
49
|
|
|
|
|
491
|
|
||||||||
Total Assets
|
4,944
|
|
|
2,798
|
|
|
931
|
|
|
1,176
|
|
|
2,328
|
|
|
|
|
12,177
|
|
||||||||
Additions to property, plant and equipment
|
253
|
|
|
105
|
|
|
22
|
|
|
87
|
|
|
91
|
|
|
|
|
558
|
|
|
|
|
|
|
in millions
|
|
|||||
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Interest, net of amounts capitalized
|
$
|
308
|
|
|
$
|
118
|
|
|
$
|
114
|
|
Income taxes, net of refunds
|
437
|
|
|
590
|
|
|
310
|
|
|
in millions
|
|
|
2016
|
$
|
125
|
|
2017
|
98
|
|
|
2018
|
72
|
|
|
2019
|
48
|
|
|
2020
|
39
|
|
|
2021 and beyond
|
111
|
|
|
Total
|
$
|
493
|
|
|
in millions
|
|
|
2016
|
$
|
1,655
|
|
2017
|
434
|
|
|
2018
|
278
|
|
|
2019
|
117
|
|
|
2020
|
92
|
|
|
2021 and beyond
|
185
|
|
|
Total
|
$
|
2,761
|
|
•
|
Bouaphakeo (f/k/a Sharp), et al. v. Tyson Foods, Inc., N.D. Iowa, February 6, 2007
- A jury trial was held involving our Storm Lake, Iowa pork plant which resulted in a jury verdict in favor of the plaintiffs for violations of federal and state laws for pre- and post-shift work activities. The trial court also awarded the plaintiffs liquidated damages, resulting in total damages awarded in the amount of
$5,784,758
. The plaintiffs' counsel has also filed an application for attorneys' fees and expenses in the amount of
$2,692,145
. We appealed the jury's verdict and trial court's award to the Eighth Circuit Court of Appeals. The appellate court affirmed the jury verdict and judgment on August 25, 2014, and we filed a petition for rehearing on September 22, 2014, which was denied. We filed a petition for a writ of certiorari with the United States Supreme Court, which was granted on June 8, 2015. Oral arguments before the Supreme Court occurred on November 10, 2015.
|
•
|
Acosta, et al. v Tyson Foods, Inc. d.b.a Tyson Fresh Meats, Inc., D. Nebraska, February 29, 2008
- A bench trial was held involving our Madison, Nebraska pork plant, in January 2013. In May 2013 the trial court awarded the plaintiffs
$5,733,943
for unpaid overtime wages. Subsequently, the court ordered the class of plaintiffs expanded, and the plaintiffs submitted an updated calculation of
$6,258,330
for unpaid overtime wages as reflected by payroll data through May 2013. On January 30, 2014, the trial court entered judgment in favor of the plaintiffs in the amount of
$18,774,989
, which represents a tripling of the plaintiffs’ alleged damages. The court denied our post-trial motions, and we appealed to the Eighth Circuit Court of Appeals. On August 26, 2015, the Eighth Circuit reversed the district court’s order and judgment, and the trial court subsequently entered judgment in our favor and dismissed the case.
|
•
|
Gomez, et al. v. Tyson Foods, Inc., D. Nebraska, January 16, 2008
- A jury trial involving our Dakota City, Nebraska beef plant, was held, and the jury found in favor of the plaintiffs on April 3, 2013. On October 2, 2013, the trial court denied the parties’ post-trial motions and entered judgment awarding unpaid overtime wages, liquidated damages, and penalties totaling
$4,960,787
. We appealed the jury’s verdict and trial court’s award to the Eighth Circuit Court of Appeals. On August 26, 2015, the Eighth Circuit reversed the jury verdict and judgment, and the trial court subsequently entered judgment in our favor and dismissed the case.
|
•
|
Edwards, et al. v. Tyson Foods, Inc. d.b.a Tyson Fresh Meats, Inc., S.D. Iowa, March 20, 2008
- The trial court in this case, which involves our Perry and Waterloo, Iowa pork plants, decertified the state law class and granted other pre-trial motions that resulted in judgment in our favor with respect to the plaintiffs’ claims. The plaintiffs have filed a motion to modify this judgment.
|
•
|
Murray, et al. v. Tyson Foods, Inc., C.D. Illinois, January 2, 2008
; and
DeVoss v. Tyson Foods, Inc. d.b.a. Tyson Fresh Meats, C.D. Illinois, March 2, 2011
- these cases involve our Joslin, Illinois beef plant and are in their preliminary stages.
|
•
|
Dozier, Southerland, et al. v. The Hillshire Brands Company, E.D. North Carolina, September 2, 2014
- This case involves our Tarboro, North Carolina prepared foods plant and is in its preliminary stages.
|
•
|
Awad, et al. v. Tyson Foods, Inc. and Tyson Fresh Meats, Inc., M.D. Tennessee, February 12, 2015
- This case involves our Goodlettsville, Tennessee case ready beef plant and is in its preliminary stages.
|
|
|
|
|
in millions, except per share data
|
|
|||||||||||
|
|
First
Quarter
|
|
|
Second
Quarter
|
|
|
Third
Quarter
|
|
|
Fourth
Quarter
|
|
||||
2015
|
|
|
|
|
|
|
|
|
||||||||
Sales
|
|
$
|
10,817
|
|
|
$
|
9,979
|
|
|
$
|
10,071
|
|
|
$
|
10,506
|
|
Gross profit
|
|
956
|
|
|
989
|
|
|
986
|
|
|
986
|
|
||||
Operating income
|
|
509
|
|
|
547
|
|
|
563
|
|
|
550
|
|
||||
Net income
|
|
310
|
|
|
311
|
|
|
344
|
|
|
259
|
|
||||
Net income attributable to Tyson
|
|
309
|
|
|
310
|
|
|
343
|
|
|
258
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net income per share attributable to Tyson:
|
|
|
|
|
|
|
|
|
||||||||
Class A Basic
|
|
$
|
0.77
|
|
|
$
|
0.78
|
|
|
$
|
0.86
|
|
|
$
|
0.65
|
|
Class B Basic
|
|
$
|
0.71
|
|
|
$
|
0.71
|
|
|
$
|
0.78
|
|
|
$
|
0.59
|
|
Diluted
|
|
$
|
0.74
|
|
|
$
|
0.75
|
|
|
$
|
0.83
|
|
|
$
|
0.63
|
|
2014
|
|
|
|
|
|
|
|
|
||||||||
Sales
|
|
$
|
8,761
|
|
|
$
|
9,032
|
|
|
$
|
9,682
|
|
|
$
|
10,105
|
|
Gross profit
|
|
685
|
|
|
651
|
|
|
637
|
|
|
712
|
|
||||
Operating income
|
|
412
|
|
|
361
|
|
|
351
|
|
|
306
|
|
||||
Net income
|
|
252
|
|
|
210
|
|
|
258
|
|
|
136
|
|
||||
Net income attributable to Tyson
|
|
254
|
|
|
213
|
|
|
260
|
|
|
137
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net income per share attributable to Tyson:
|
|
|
|
|
|
|
|
|
||||||||
Class A Basic (a)
|
|
$
|
0.76
|
|
|
$
|
0.64
|
|
|
$
|
0.75
|
|
|
$
|
0.37
|
|
Class B Basic
|
|
$
|
0.68
|
|
|
$
|
0.58
|
|
|
$
|
0.68
|
|
|
$
|
0.32
|
|
Diluted (a)
|
|
$
|
0.72
|
|
|
$
|
0.60
|
|
|
$
|
0.73
|
|
|
$
|
0.35
|
|
Condensed Consolidating Statement of Income and Comprehensive Income for the year ended October 3, 2015
|
|
in millions
|
|
||||||||||||||||
|
TFI
Parent
|
|
|
TFM
Parent
|
|
|
Non-
Guarantors
|
|
|
Eliminations
|
|
|
Total
|
|
|||||
Sales
|
$
|
897
|
|
|
$
|
22,155
|
|
|
$
|
20,345
|
|
|
$
|
(2,024
|
)
|
|
$
|
41,373
|
|
Cost of Sales
|
26
|
|
|
21,675
|
|
|
17,774
|
|
|
(2,019
|
)
|
|
37,456
|
|
|||||
Gross Profit
|
871
|
|
|
480
|
|
|
2,571
|
|
|
(5
|
)
|
|
3,917
|
|
|||||
Selling, General and Administrative
|
128
|
|
|
260
|
|
|
1,365
|
|
|
(5
|
)
|
|
1,748
|
|
|||||
Operating Income
|
743
|
|
|
220
|
|
|
1,206
|
|
|
—
|
|
|
2,169
|
|
|||||
Other (Income) Expense:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense, net
|
263
|
|
|
2
|
|
|
19
|
|
|
—
|
|
|
284
|
|
|||||
Other, net
|
(22
|
)
|
|
(2
|
)
|
|
(12
|
)
|
|
—
|
|
|
(36
|
)
|
|||||
Equity in net earnings of subsidiaries
|
(925
|
)
|
|
(109
|
)
|
|
—
|
|
|
1,034
|
|
|
—
|
|
|||||
Total Other (Income) Expense
|
(684
|
)
|
|
(109
|
)
|
|
7
|
|
|
1,034
|
|
|
248
|
|
|||||
Income from Continuing Operations before Income Taxes
|
1,427
|
|
|
329
|
|
|
1,199
|
|
|
(1,034
|
)
|
|
1,921
|
|
|||||
Income Tax Expense
|
207
|
|
|
72
|
|
|
418
|
|
|
—
|
|
|
697
|
|
|||||
Income from Continuing Operations
|
1,220
|
|
|
257
|
|
|
781
|
|
|
(1,034
|
)
|
|
1,224
|
|
|||||
Loss from Discontinued Operation, Net of Tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net Income
|
1,220
|
|
|
257
|
|
|
781
|
|
|
(1,034
|
)
|
|
1,224
|
|
|||||
Less: Net Gain (Loss) Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|||||
Net Income Attributable to Tyson
|
$
|
1,220
|
|
|
$
|
257
|
|
|
$
|
777
|
|
|
$
|
(1,034
|
)
|
|
$
|
1,220
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive Income (Loss)
|
$
|
1,281
|
|
|
$
|
291
|
|
|
$
|
840
|
|
|
$
|
(1,131
|
)
|
|
$
|
1,281
|
|
Less: Comprehensive Income (Loss) Attributable to Noncontrolling Interest
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|||||
Comprehensive Income (Loss) Attributable to Tyson
|
$
|
1,281
|
|
|
$
|
291
|
|
|
$
|
836
|
|
|
$
|
(1,131
|
)
|
|
$
|
1,277
|
|
Condensed Consolidating Statement of Income and Comprehensive Income for the year ended September 27, 2014
|
|
in millions
|
|
||||||||||||||||
|
TFI
Parent
|
|
|
TFM
Parent
|
|
|
Non-
Guarantors
|
|
|
Eliminations
|
|
|
Total
|
|
|||||
Sales
|
$
|
579
|
|
|
$
|
21,924
|
|
|
$
|
16,926
|
|
|
$
|
(1,849
|
)
|
|
$
|
37,580
|
|
Cost of Sales
|
74
|
|
|
20,971
|
|
|
15,689
|
|
|
(1,839
|
)
|
|
34,895
|
|
|||||
Gross Profit
|
505
|
|
|
953
|
|
|
1,237
|
|
|
(10
|
)
|
|
2,685
|
|
|||||
Selling, General and Administrative
|
141
|
|
|
240
|
|
|
884
|
|
|
(10
|
)
|
|
1,255
|
|
|||||
Operating Income
|
364
|
|
|
713
|
|
|
353
|
|
|
—
|
|
|
1,430
|
|
|||||
Other (Income) Expense:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense, net
|
63
|
|
|
49
|
|
|
13
|
|
|
—
|
|
|
125
|
|
|||||
Other, net
|
67
|
|
|
(1
|
)
|
|
(13
|
)
|
|
—
|
|
|
53
|
|
|||||
Equity in net earnings of subsidiaries
|
(731
|
)
|
|
(43
|
)
|
|
—
|
|
|
774
|
|
|
—
|
|
|||||
Total Other (Income) Expense
|
(601
|
)
|
|
5
|
|
|
—
|
|
|
774
|
|
|
178
|
|
|||||
Income from Continuing Operations before Income Taxes
|
965
|
|
|
708
|
|
|
353
|
|
|
(774
|
)
|
|
1,252
|
|
|||||
Income Tax Expense
|
101
|
|
|
227
|
|
|
68
|
|
|
—
|
|
|
396
|
|
|||||
Income from Continuing Operations
|
864
|
|
|
481
|
|
|
285
|
|
|
(774
|
)
|
|
856
|
|
|||||
Loss from Discontinued Operation, Net of Tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net Income
|
864
|
|
|
481
|
|
|
285
|
|
|
(774
|
)
|
|
856
|
|
|||||
Less: Net Gain (Loss) Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|||||
Net Income Attributable to Tyson
|
$
|
864
|
|
|
$
|
481
|
|
|
$
|
293
|
|
|
$
|
(774
|
)
|
|
$
|
864
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive Income (Loss)
|
$
|
817
|
|
|
$
|
449
|
|
|
$
|
243
|
|
|
$
|
(692
|
)
|
|
$
|
817
|
|
Less: Comprehensive Income (Loss) Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|||||
Comprehensive Income (Loss) Attributable to Tyson
|
$
|
817
|
|
|
$
|
449
|
|
|
$
|
251
|
|
|
$
|
(692
|
)
|
|
$
|
825
|
|
Condensed Consolidating Statement of Income and Comprehensive Income for the year ended September 28, 2013
|
|
in millions
|
|
||||||||||||||||
|
TFI
Parent
|
|
|
TFM
Parent
|
|
|
Non-
Guarantors
|
|
|
Eliminations
|
|
|
Total
|
|
|||||
Sales
|
$
|
431
|
|
|
$
|
19,243
|
|
|
$
|
16,120
|
|
|
$
|
(1,420
|
)
|
|
$
|
34,374
|
|
Cost of Sales
|
40
|
|
|
18,464
|
|
|
14,932
|
|
|
(1,420
|
)
|
|
32,016
|
|
|||||
Gross Profit
|
391
|
|
|
779
|
|
|
1,188
|
|
|
—
|
|
|
2,358
|
|
|||||
Selling, General and Administrative
|
68
|
|
|
201
|
|
|
714
|
|
|
—
|
|
|
983
|
|
|||||
Operating Income
|
323
|
|
|
578
|
|
|
474
|
|
|
—
|
|
|
1,375
|
|
|||||
Other (Income) Expense:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense, net
|
36
|
|
|
62
|
|
|
40
|
|
|
—
|
|
|
138
|
|
|||||
Other, net
|
4
|
|
|
(1
|
)
|
|
(23
|
)
|
|
—
|
|
|
(20
|
)
|
|||||
Equity in net earnings of subsidiaries
|
(582
|
)
|
|
(40
|
)
|
|
—
|
|
|
622
|
|
|
—
|
|
|||||
Total Other (Income) Expense
|
(542
|
)
|
|
21
|
|
|
17
|
|
|
622
|
|
|
118
|
|
|||||
Income from Continuing Operations before Income Taxes
|
865
|
|
|
557
|
|
|
457
|
|
|
(622
|
)
|
|
1,257
|
|
|||||
Income Tax Expense
|
87
|
|
|
172
|
|
|
150
|
|
|
—
|
|
|
409
|
|
|||||
Income from Continuing Operations
|
778
|
|
|
385
|
|
|
307
|
|
|
(622
|
)
|
|
848
|
|
|||||
Loss from Discontinued Operation, Net of Tax
|
—
|
|
|
—
|
|
|
(70
|
)
|
|
—
|
|
|
(70
|
)
|
|||||
Net Income
|
778
|
|
|
385
|
|
|
237
|
|
|
(622
|
)
|
|
778
|
|
|||||
Less: Net Gain (Loss) Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net Income Attributable to Tyson
|
$
|
778
|
|
|
$
|
385
|
|
|
$
|
237
|
|
|
$
|
(622
|
)
|
|
$
|
778
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive Income (Loss)
|
$
|
733
|
|
|
$
|
380
|
|
|
$
|
212
|
|
|
$
|
(592
|
)
|
|
$
|
733
|
|
Less: Comprehensive Income (Loss) Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Comprehensive Income (Loss) Attributable to Tyson
|
$
|
733
|
|
|
$
|
380
|
|
|
$
|
212
|
|
|
$
|
(592
|
)
|
|
$
|
733
|
|
Condensed Consolidating Balance Sheet as of October 3, 2015
|
|
in millions
|
|
||||||||||||||||
|
TFI
Parent
|
|
|
TFM
Parent
|
|
|
Non-
Guarantors
|
|
|
Eliminations
|
|
|
Total
|
|
|||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
676
|
|
|
$
|
—
|
|
|
$
|
688
|
|
Accounts receivable, net
|
—
|
|
|
578
|
|
|
1,042
|
|
|
—
|
|
|
1,620
|
|
|||||
Inventories
|
1
|
|
|
1,009
|
|
|
1,868
|
|
|
—
|
|
|
2,878
|
|
|||||
Other current assets
|
43
|
|
|
91
|
|
|
147
|
|
|
(86
|
)
|
|
195
|
|
|||||
Assets held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total Current Assets
|
44
|
|
|
1,690
|
|
|
3,733
|
|
|
(86
|
)
|
|
5,381
|
|
|||||
Net Property, Plant and Equipment
|
26
|
|
|
975
|
|
|
4,175
|
|
|
—
|
|
|
5,176
|
|
|||||
Goodwill
|
—
|
|
|
881
|
|
|
5,786
|
|
|
—
|
|
|
6,667
|
|
|||||
Intangible Assets
|
—
|
|
|
10
|
|
|
5,158
|
|
|
—
|
|
|
5,168
|
|
|||||
Other Assets
|
129
|
|
|
146
|
|
|
337
|
|
|
—
|
|
|
612
|
|
|||||
Investment in Subsidiaries
|
21,850
|
|
|
2,177
|
|
|
—
|
|
|
(24,027
|
)
|
|
—
|
|
|||||
Total Assets
|
$
|
22,049
|
|
|
$
|
5,879
|
|
|
$
|
19,189
|
|
|
$
|
(24,113
|
)
|
|
$
|
23,004
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current debt
|
$
|
710
|
|
|
$
|
1
|
|
|
$
|
22
|
|
|
$
|
(18
|
)
|
|
$
|
715
|
|
Accounts payable
|
28
|
|
|
698
|
|
|
936
|
|
|
—
|
|
|
1,662
|
|
|||||
Other current liabilities
|
5,930
|
|
|
152
|
|
|
939
|
|
|
(5,863
|
)
|
|
1,158
|
|
|||||
Liabilities held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total Current Liabilities
|
6,668
|
|
|
851
|
|
|
1,897
|
|
|
(5,881
|
)
|
|
3,535
|
|
|||||
Long-Term Debt
|
5,498
|
|
|
1
|
|
|
511
|
|
|
—
|
|
|
6,010
|
|
|||||
Deferred Income Taxes
|
—
|
|
|
98
|
|
|
2,351
|
|
|
—
|
|
|
2,449
|
|
|||||
Other Liabilities
|
192
|
|
|
118
|
|
|
994
|
|
|
—
|
|
|
1,304
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Tyson Shareholders’ Equity
|
9,691
|
|
|
4,811
|
|
|
13,421
|
|
|
(18,232
|
)
|
|
9,691
|
|
|||||
Noncontrolling Interests
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
|||||
Total Shareholders’ Equity
|
9,691
|
|
|
4,811
|
|
|
13,436
|
|
|
(18,232
|
)
|
|
9,706
|
|
|||||
Total Liabilities and Shareholders’ Equity
|
$
|
22,049
|
|
|
$
|
5,879
|
|
|
$
|
19,189
|
|
|
$
|
(24,113
|
)
|
|
$
|
23,004
|
|
Condensed Consolidating Balance Sheet as of September 27, 2014
|
|
in millions
|
|
||||||||||||||||
|
TFI
Parent
|
|
|
TFM
Parent
|
|
|
Non-
Guarantors
|
|
|
Eliminations
|
|
|
Total
|
|
|||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
41
|
|
|
$
|
397
|
|
|
$
|
—
|
|
|
$
|
438
|
|
Accounts receivable, net
|
3
|
|
|
665
|
|
|
1,016
|
|
|
—
|
|
|
1,684
|
|
|||||
Inventories
|
—
|
|
|
1,272
|
|
|
2,002
|
|
|
—
|
|
|
3,274
|
|
|||||
Other current assets
|
42
|
|
|
78
|
|
|
379
|
|
|
(120
|
)
|
|
379
|
|
|||||
Assets held for sale
|
3
|
|
|
—
|
|
|
443
|
|
|
—
|
|
|
446
|
|
|||||
Total Current Assets
|
48
|
|
|
2,056
|
|
|
4,237
|
|
|
(120
|
)
|
|
6,221
|
|
|||||
Net Property, Plant and Equipment
|
30
|
|
|
932
|
|
|
4,168
|
|
|
—
|
|
|
5,130
|
|
|||||
Goodwill
|
—
|
|
|
881
|
|
|
5,825
|
|
|
—
|
|
|
6,706
|
|
|||||
Intangible Assets
|
—
|
|
|
15
|
|
|
5,261
|
|
|
—
|
|
|
5,276
|
|
|||||
Other Assets
|
204
|
|
|
148
|
|
|
326
|
|
|
(55
|
)
|
|
623
|
|
|||||
Investment in Subsidiaries
|
20,845
|
|
|
2,049
|
|
|
—
|
|
|
(22,894
|
)
|
|
—
|
|
|||||
Total Assets
|
$
|
21,127
|
|
|
$
|
6,081
|
|
|
$
|
19,817
|
|
|
$
|
(23,069
|
)
|
|
$
|
23,956
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current debt
|
$
|
240
|
|
|
$
|
—
|
|
|
$
|
403
|
|
|
$
|
—
|
|
|
$
|
643
|
|
Accounts payable
|
35
|
|
|
755
|
|
|
1,016
|
|
|
—
|
|
|
1,806
|
|
|||||
Other current liabilities
|
4,718
|
|
|
235
|
|
|
921
|
|
|
(4,667
|
)
|
|
1,207
|
|
|||||
Liabilities held for sale
|
—
|
|
|
—
|
|
|
141
|
|
|
—
|
|
|
141
|
|
|||||
Total Current Liabilities
|
4,993
|
|
|
990
|
|
|
2,481
|
|
|
(4,667
|
)
|
|
3,797
|
|
|||||
Long-Term Debt
|
7,056
|
|
|
2
|
|
|
532
|
|
|
(55
|
)
|
|
7,535
|
|
|||||
Deferred Income Taxes
|
21
|
|
|
96
|
|
|
2,333
|
|
|
—
|
|
|
2,450
|
|
|||||
Other Liabilities
|
167
|
|
|
125
|
|
|
978
|
|
|
—
|
|
|
1,270
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Tyson Shareholders’ Equity
|
8,890
|
|
|
4,868
|
|
|
13,479
|
|
|
(18,347
|
)
|
|
8,890
|
|
|||||
Noncontrolling Interests
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
|||||
Total Shareholders’ Equity
|
8,890
|
|
|
4,868
|
|
|
13,493
|
|
|
(18,347
|
)
|
|
8,904
|
|
|||||
Total Liabilities and Shareholders’ Equity
|
$
|
21,127
|
|
|
$
|
6,081
|
|
|
$
|
19,817
|
|
|
$
|
(23,069
|
)
|
|
$
|
23,956
|
|
Condensed Consolidating Statement of Cash Flows for the year ended October 3, 2015
|
|
in millions
|
|
||||||||||||||||
|
TFI
Parent
|
|
|
TFM
Parent
|
|
|
Non-
Guarantors
|
|
|
Eliminations
|
|
|
Total
|
|
|||||
Cash Provided by (Used for) Operating Activities
|
$
|
274
|
|
|
$
|
476
|
|
|
$
|
1,841
|
|
|
$
|
(21
|
)
|
|
$
|
2,570
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to property, plant and equipment
|
—
|
|
|
(159
|
)
|
|
(695
|
)
|
|
—
|
|
|
(854
|
)
|
|||||
(Purchases of)/Proceeds from marketable securities, net
|
21
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
14
|
|
|||||
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Proceeds from sale of businesses
|
—
|
|
|
—
|
|
|
539
|
|
|
—
|
|
|
539
|
|
|||||
Other, net
|
23
|
|
|
1
|
|
|
7
|
|
|
—
|
|
|
31
|
|
|||||
Cash Provided by (Used for) Investing Activities
|
44
|
|
|
(158
|
)
|
|
(156
|
)
|
|
—
|
|
|
(270
|
)
|
|||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net change in debt
|
(1,092
|
)
|
|
—
|
|
|
(402
|
)
|
|
—
|
|
|
(1,494
|
)
|
|||||
Proceeds from issuance of common stock, net of issuance costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Proceeds from issuance of equity component of tangible equity units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchases of Tyson Class A common stock
|
(495
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(495
|
)
|
|||||
Dividends
|
(147
|
)
|
|
—
|
|
|
(21
|
)
|
|
21
|
|
|
(147
|
)
|
|||||
Stock options exercised
|
84
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
84
|
|
|||||
Other, net
|
22
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
17
|
|
|||||
Net change in intercompany balances
|
1,310
|
|
|
(347
|
)
|
|
(963
|
)
|
|
—
|
|
|
—
|
|
|||||
Cash Provided by (Used for) Financing Activities
|
(318
|
)
|
|
(347
|
)
|
|
(1,391
|
)
|
|
21
|
|
|
(2,035
|
)
|
|||||
Effect of Exchange Rate Change on Cash
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
(15
|
)
|
|||||
Increase (Decrease) in Cash and Cash Equivalents
|
—
|
|
|
(29
|
)
|
|
279
|
|
|
—
|
|
|
250
|
|
|||||
Cash and Cash Equivalents at Beginning of Year
|
—
|
|
|
41
|
|
|
397
|
|
|
—
|
|
|
438
|
|
|||||
Cash and Cash Equivalents at End of Period
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
676
|
|
|
$
|
—
|
|
|
$
|
688
|
|
Condensed Consolidating Statement of Cash Flows for the year ended September 27, 2014
|
|
in millions
|
|
||||||||||||||||
|
TFI
Parent
|
|
|
TFM
Parent
|
|
|
Non-
Guarantors
|
|
|
Eliminations
|
|
|
Total
|
|
|||||
Cash Provided by (Used for) Operating Activities
|
$
|
132
|
|
|
$
|
431
|
|
|
$
|
660
|
|
|
$
|
(45
|
)
|
|
$
|
1,178
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to property, plant and equipment
|
(1
|
)
|
|
(147
|
)
|
|
(484
|
)
|
|
—
|
|
|
(632
|
)
|
|||||
(Purchases of)/Proceeds from marketable securities, net
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
|||||
Acquisitions, net of cash acquired
|
(8,193
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,193
|
)
|
|||||
Proceeds from sale of businesses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other, net
|
5
|
|
|
2
|
|
|
3
|
|
|
—
|
|
|
10
|
|
|||||
Cash Provided by (Used for) Investing Activities
|
(8,189
|
)
|
|
(145
|
)
|
|
(466
|
)
|
|
—
|
|
|
(8,800
|
)
|
|||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net change in debt
|
5,154
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
5,142
|
|
|||||
Proceeds from issuance of common stock, net of issuance costs
|
873
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
873
|
|
|||||
Proceeds from issuance of equity component of tangible equity units
|
1,255
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,255
|
|
|||||
Purchases of Tyson Class A common stock
|
(295
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(295
|
)
|
|||||
Dividends
|
(104
|
)
|
|
—
|
|
|
(45
|
)
|
|
45
|
|
|
(104
|
)
|
|||||
Stock options exercised
|
67
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
67
|
|
|||||
Other, net
|
(22
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(23
|
)
|
|||||
Net change in intercompany balances
|
1,129
|
|
|
(266
|
)
|
|
(863
|
)
|
|
—
|
|
|
—
|
|
|||||
Cash Provided by (Used for) Financing Activities
|
8,057
|
|
|
(266
|
)
|
|
(921
|
)
|
|
45
|
|
|
6,915
|
|
|||||
Effect of Exchange Rate Change on Cash
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Increase (Decrease) in Cash and Cash Equivalents
|
—
|
|
|
20
|
|
|
(727
|
)
|
|
—
|
|
|
(707
|
)
|
|||||
Cash and Cash Equivalents at Beginning of Year
|
—
|
|
|
21
|
|
|
1,124
|
|
|
—
|
|
|
1,145
|
|
|||||
Cash and Cash Equivalents at End of Period
|
$
|
—
|
|
|
$
|
41
|
|
|
$
|
397
|
|
|
$
|
—
|
|
|
$
|
438
|
|
Condensed Consolidating Statement of Cash Flows for the year ended September 28, 2013
|
|
in millions
|
|
||||||||||||||||
|
TFI
Parent
|
|
|
TFM
Parent
|
|
|
Non-
Guarantors
|
|
|
Eliminations
|
|
|
Total
|
|
|||||
Cash Provided by (Used for) Operating Activities
|
$
|
294
|
|
|
$
|
337
|
|
|
$
|
696
|
|
|
$
|
(13
|
)
|
|
$
|
1,314
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to property, plant and equipment
|
(4
|
)
|
|
(113
|
)
|
|
(441
|
)
|
|
—
|
|
|
(558
|
)
|
|||||
(Purchases of)/Proceeds from marketable securities, net
|
—
|
|
|
(13
|
)
|
|
(5
|
)
|
|
—
|
|
|
(18
|
)
|
|||||
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(106
|
)
|
|
—
|
|
|
(106
|
)
|
|||||
Proceeds from sale of businesses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other, net
|
—
|
|
|
3
|
|
|
36
|
|
|
—
|
|
|
39
|
|
|||||
Cash Provided by (Used for) Investing Activities
|
(4
|
)
|
|
(123
|
)
|
|
(516
|
)
|
|
—
|
|
|
(643
|
)
|
|||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net change in debt
|
5
|
|
|
—
|
|
|
(28
|
)
|
|
—
|
|
|
(23
|
)
|
|||||
Proceeds from issuance of common stock, net of issuance costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Proceeds from issuance of equity component of tangible equity units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchases of Tyson Class A common stock
|
(614
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(614
|
)
|
|||||
Dividends
|
(104
|
)
|
|
—
|
|
|
(13
|
)
|
|
13
|
|
|
(104
|
)
|
|||||
Stock options exercised
|
123
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
123
|
|
|||||
Other, net
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|||||
Net change in intercompany balances
|
281
|
|
|
(202
|
)
|
|
(79
|
)
|
|
—
|
|
|
—
|
|
|||||
Cash Provided by (Used for) Financing Activities
|
(291
|
)
|
|
(202
|
)
|
|
(120
|
)
|
|
13
|
|
|
(600
|
)
|
|||||
Effect of Exchange Rate Change on Cash
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|||||
Increase (Decrease) in Cash and Cash Equivalents
|
(1
|
)
|
|
12
|
|
|
63
|
|
|
—
|
|
|
74
|
|
|||||
Cash and Cash Equivalents at Beginning of Year
|
1
|
|
|
9
|
|
|
1,061
|
|
|
—
|
|
|
1,071
|
|
|||||
Cash and Cash Equivalents at End of Period
|
$
|
—
|
|
|
$
|
21
|
|
|
$
|
1,124
|
|
|
$
|
—
|
|
|
$
|
1,145
|
|
|
Equity Compensation Plan Information
|
||||||||
|
Number of
Securities to be
issued upon
exercise of
outstanding
options
|
|
|
Weighted
average
exercise price
of outstanding
options
|
|
|
Number of Securities
remaining available for
future issuance under
equity compensation plans
(excluding Securities
reflected in the first column (a))
|
|
|
Equity compensation plans approved by security holders
|
14,735,065
|
|
|
$
|
28.30
|
|
|
48,156,750
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
14,735,065
|
|
|
$
|
28.30
|
|
|
48,156,750
|
|
(a)
|
Shares available for future issuance as of October 3, 2015, under the Stock Incentive Plan (24,293,913), the Employee Stock Purchase Plan (16,215,229) and the Retirement Savings Plan (7,647,608)
|
(a)
|
The following documents are filed as a part of this report:
|
|
TYSON FOODS, INC.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Dennis Leatherby
|
|
November 23, 2015
|
|
|
Dennis Leatherby
|
|
|
|
|
Executive Vice President and Chief
Financial Officer
|
|
|
/s/ Gaurdie E. Banister Jr.
|
|
Director
|
|
November 23, 2015
|
Gaurdie E. Banister Jr.
|
|
|
|
|
|
|
|
|
|
/s/ Curt T. Calaway
|
|
Senior Vice President, Controller and
|
|
November 23, 2015
|
Curt T. Calaway
|
|
Chief Accounting Officer
|
|
|
|
|
(Principal Accounting Officer)
|
|
|
/s/ Mikel A. Durham
|
|
Director
|
|
November 23, 2015
|
Mikel A. Durham
|
|
|
|
|
|
|
|
|
|
/s/ Jim Kever
|
|
Director
|
|
November 23, 2015
|
Jim Kever
|
|
|
|
|
|
|
|
|
|
/s/ Dennis Leatherby
|
|
Executive Vice President and Chief Financial Officer
|
|
November 23, 2015
|
Dennis Leatherby
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Kevin M. McNamara
|
|
Director
|
|
November 23, 2015
|
Kevin M. McNamara
|
|
|
|
|
|
|
|
|
|
/s/ Brad T. Sauer
|
|
Director
|
|
November 23, 2015
|
Brad T. Sauer
|
|
|
|
|
|
|
|
|
|
/s/ Donnie Smith
|
|
Director, President and Chief Executive Officer
|
|
November 23, 2015
|
Donnie Smith
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Robert C. Thurber
|
|
Director
|
|
November 23, 2015
|
Robert C. Thurber
|
|
|
|
|
|
|
|
|
|
/s/ Barbara A. Tyson
|
|
Director
|
|
November 23, 2015
|
Barbara A. Tyson
|
|
|
|
|
|
|
|
|
|
/s/ John Tyson
|
|
Chairman of the Board of Directors
|
|
November 23, 2015
|
John Tyson
|
|
|
|
|
2.1
|
|
Agreement and Plan of Merger, dated as of July 1, 2014, by and between the Company and Hillshire Brands (previously filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed July 2, 2014, Commission File No. 001-14704, and incorporated herein by reference). Exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K, but a copy will be furnished supplementally to the Securities and Exchange Commission upon request.
|
|
|
|
2.2
|
|
Share Purchase Agreement dated November 9, 2010, by and among BBU, Inc., Grupo Bimbo, S.A.B. DE C.V. and Hillshire Brands Corporation (previously filed as Exhibit 2.1 to Quarterly Report on Form 10-Q for the period ended January 1, 2011, by The Hillshire Brands Company, Commission File No. 001-03344, and incorporated herein by reference). Exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K, but a copy will be furnished supplementally to the Securities and Exchange Commission upon request.
|
|
|
|
2.3
|
|
Master Separation Agreement by and between Sara Lee Corporation, D.E MASTER BLENDERS 1753 B.V. and DE US, Inc., dated as of June 15, 2012 (previously filed as Exhibit 2.1 to Current Report on Form 8-K filed June 18, 2012 by The Hillshire Brands Company, Commission File No. 001-03344, and incorporated herein by reference). Exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K, but a copy will be furnished supplementally to the Securities and Exchange Commission upon request.
|
|
|
|
3.1
|
|
Restated Certificate of Incorporation of the Company (previously filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended October 3, 1998, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
3.2
|
|
Fifth Amended and Restated By-laws of the Company (previously filed as Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed for the period ended June 29, 2013, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
4.1
|
|
Indenture dated June 1, 1995, by and between the Company and The Chase Manhattan Bank, N.A., as Trustee (the “Company Indenture”) (previously filed as Exhibit 4 to Registration Statement on Form S-3, filed with the Commission on December 18, 1997, Registration No. 333-42525, and incorporated herein by reference).
|
|
|
|
4.2
|
|
Form of 7.0% Note due January 15, 2028, issued under the Company Indenture (previously filed as Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the period ended December 27, 1997, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
4.3
|
|
Form of 7.0% Note due May 1, 2018, issued under the Company Indenture (previously filed as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the period ended March 28, 1998, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
4.4
|
|
Form of 6.60% Senior Notes due April 1, 2016, issued under the Company Indenture (previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed March 22, 2006, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
4.5
|
|
Supplemental Indenture, dated as of September 18, 2006, by and among the Company, Tyson Fresh Meats, Inc. and JPMorgan Chase Bank, National Association, supplementing the Company Indenture (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 19, 2006, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
4.6
|
|
Supplemental Indenture dated as of September 15, 2008, by and between the Company and The Bank of New York Mellon Trust Company, National Association (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), as Trustee (including the form of 3.25% Convertible Senior Notes due 2013), supplementing the Company Indenture (previously filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed September 15, 2008, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
4.7
|
|
Supplemental Indenture dated as of June 13, 2012, by and between the Company and The Bank of New York Mellon Trust Company, National Association (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), as Trustee, supplementing the Company Indenture (previously filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed June 13, 2012, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
4.8
|
|
Form of 4.50% Senior Note due 2022 (previously filed as Exhibit 4.2 and included in Exhibit 4.1 to the Company's Current Report on Form 8‑K filed June 13, 2012, Commission File No. 001‑14704, and incorporated herein by reference).
|
|
|
|
4.9
|
|
Supplemental Indenture dated as of August 8, 2014, by and between the Company and The Bank of New York Mellon Trust Company, National Association (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), as Trustee, supplementing the Company Indenture (previously filed as Exhibit 4.2 to the Company's Current Report on Form 8-K filed August 8, 2014, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
4.10
|
|
Form of 2.65% Senior Note due 2019 (included in Exhibit 4.2 to the Company's Current Report on Form 8‑K filed August 8, 2014, Commission File No. 001‑14704, and incorporated herein by reference).
|
|
|
|
4.11
|
|
Supplemental Indenture dated as of August 8, 2014, by and between the Company and The Bank of New York Mellon Trust Company, National Association (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), as Trustee, supplementing the Company Indenture (previously filed as Exhibit 4.4 to the Company's Current Report on Form 8-K filed August 8, 2014, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
4.12
|
|
Form of 3.95% Senior Note due 2024 (included in Exhibit 4.4 to the Company's Current Report on Form 8‑K filed August 8, 2014, Commission File No. 001‑14704, and incorporated herein by reference).
|
|
|
|
4.13
|
|
Supplemental Indenture dated as of August 8, 2014, by and between the Company and The Bank of New York Mellon Trust Company, National Association (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), as Trustee, supplementing the Company Indenture (previously filed as Exhibit 4.6 to the Company's Current Report on Form 8-K filed August 8, 2014, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
4.14
|
|
Form of 4.875% Senior Note due 2034 (included in Exhibit 4.6 to the Company's Current Report on Form 8‑K filed August 8, 2014, Commission File No. 001‑14704, and incorporated herein by reference).
|
|
|
|
4.15
|
|
Supplemental Indenture dated as of August 8, 2014, by and between the Company and The Bank of New York Mellon Trust Company, National Association (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), as Trustee, supplementing the Company Indenture (previously filed as Exhibit 4.8 to the Company's Current Report on Form 8-K filed August 8, 2014, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
4.16
|
|
Form of 5.15% Senior Note due 2044 (included in Exhibit 4.8 to the Company's Current Report on Form 8‑K filed August 8, 2014, Commission File No. 001‑14704, and incorporated herein by reference).
|
|
|
|
4.17
|
|
Purchase Contract Agreement dated as of August 5, 2014, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as Purchase Contract Agent (included in Exhibit 4.1 of the Company’s Current Report on Form 8-K filed August 5, 2014, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
4.18
|
|
Form of Unit (previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed August 5, 2014, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
4.19
|
|
Form of Purchase Contract (previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed August 5, 2014, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
4.20
|
|
Supplemental Indenture dated as of August 5, 2014, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, supplementing the Company Indenture (included in Exhibit 4.5 of the Company’s Current Report on Form 8-K filed August 5, 2014, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
4.21
|
|
Form of Amortizing Note (previously filed as Exhibit 4.5 to the Company’s Current Report on Form 8-K filed August 5, 2014, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
4.22
|
|
Indenture dated October 2, 1990, between Sara Lee Corporation and Continental Bank, N.A., as Trustee (the “Sara Lee Indenture”) (previously filed as Exhibit 4.1 of Amendment No. 1 to Registration Statement No. 33-33603 on Form S-3 by Sara Lee Corporation, predecessor in interest to The Hillshire Brands Company, filed with the Commission on October 5, 1990, Commission File No. 001-03344, and incorporated herein by reference).
|
|
|
|
4.23
|
|
Form of 4.10% Notes due 2020 issued pursuant to the Sara Lee Indenture (included in Exhibit 4.2 to Current Report on Form 8-K dated September 7, 2010 by The Hillshire Brands Company, Commission File No. 001-03344, and incorporated herein by reference).
|
|
|
|
4.24
|
|
Form of 6.13% Notes due 2032 issued pursuant to the Sara Lee Indenture (previously filed as Exhibit 4.25 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 27, 2014, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
10.1
|
|
Credit Agreement, dated as of September 25, 2014, by and among the Company, JPMorgan Chase Bank, N.A., as the Administrative Agent, and certain other lenders party thereto (previously filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed September 29, 2014, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
10.2
|
|
Term Loan Agreement, dated as of July 15, 2014, by and among the Company, Morgan Stanley Senior Funding, Inc., as the Administrative Agent, and certain other lenders party thereto (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed July 17, 2014, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
10.3
|
|
Term Loan Agreement, dated as of April 7, 2015, by and among the Company, Bank of America, N.A. as lender, and Merill Lynch, Pierce, Fenner & Smith Incorporated, as sole lead arranger and sole bookrunner (previously filed as exhibit 10.1 to the Company's Current Report on Form 8-K filed April 8, 2015, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
10.4
|
|
Amended and Restated Employment Agreement, dated as of May 1, 2014, by and between the Company and John Tyson (previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended March 29, 2014, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
10.5
|
|
Employment Agreement, dated August 27, 2012, by and between the Company and Curt T. Calaway (previously filed as Exhibit 10.11 to the Company's Annual Report on Form 10-K for the fiscal year ended September 29, 2012, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
10.6
|
|
Employment Agreement, dated November 14, 2012, by and between the Company and Donald J. Smith (previously filed as Exhibit 10.12 to the Company's Annual Report on Form 10-K for the fiscal year ended September 29, 2012, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
10.7
|
|
Employment Agreement, dated November 14, 2012, by and between the Company and David Van Bebber (previously filed as Exhibit 10.14 to the Company's Annual Report on Form 10-K for the fiscal year ended September 29, 2012, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
10.8
|
|
Employment Agreement, dated November 14, 2012, by and between the Company and Dennis Leatherby (previously filed as Exhibit 10.15 to the Company's Annual Report on Form 10-K for the fiscal year ended September 29, 2012, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
10.9
|
|
Employment Agreement, dated November 15, 2013, by and between the Company and Donnie D. King(previously filed as Exhibit 10.17 to the Company's Annual Report on Form 10-K for the fiscal year ended September 28, 2013, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
10.10
|
|
Employment Agreement, dated November 15, 2013, by and between the Company and Noel W. White (previously filed as Exhibit 10.19 to the Company's Annual Report on Form 10-K for the fiscal year ended September 28, 2013, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
10.11
|
|
Employment Agreement, dated November 15, 2013, by and between the Company and Howell P. Carper(previously filed as Exhibit 10.20 to the Company's Annual Report on Form 10-K for the fiscal year ended September 28, 2013, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
10.12
|
|
Employment Agreement, dated November 12, 2013, by and between the Company and Stephen R. Stouffer(previously filed as Exhibit 10.21 to the Company's Annual Report on Form 10-K for the fiscal year ended September 28, 2013, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
10.13
|
|
Employment Agreement, dated August 29, 2014, by and between the Company and Andrew P. Callahan(previously filed as Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 27, 2014, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
10.14
|
|
Employment Agreement, dated August 29, 2014, by and between the Company and Sobhana (Sally) Grimes (previously filed as Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 27, 2014, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
10.15
|
|
Employment Agreement, dated August 29, 2014, by and between the Company and Thomas P. Hayes (previously filed as Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 27, 2014, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
10.16
|
|
Employment Agreement, dated August 29, 2014, by and between the Company and Mary Oleksiuk (previously filed as Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 27, 2014, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
10.17
|
|
Employment Agreement, dated November 17, 2015, by and between the Company and Donald J. Smith.
|
|
|
|
10.18
|
|
Employment Agreement, dated August 29, 2013, by and between the Company and Michael V. Roetzel.
|
|
|
|
10.19
|
|
Employment Agreement, dated August 28, 2015, by and between the Company and Curt T. Calaway.
|
|
|
|
10.20
|
|
Form of Retention Award Letter Agreement, dated August 29, 2014, by and between the Company and Andrew Callahan, Sobhana (Sally) Grimes, Thomas Hayes and Mary Oleksiuk (previously filed as Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 27, 2014, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
10.21
|
|
Indemnity Agreement, dated as of September 28, 2007, between the Company and John Tyson (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed September 28, 2007, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
10.22
|
|
Form of Indemnity Agreement between Tyson Foods, Inc. and its directors and certain executive officers (previously filed as Exhibit 10(t) to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 1995, Commission File No. 0-3400, and incorporated herein by reference).
|
|
|
|
10.23
|
|
Tyson Foods, Inc. Annual Incentive Compensation Plan for Senior Executives adopted February 4, 2005, and reapproved February 5, 2010 (previously filed as Exhibit 10.34 to the Company’s Annual Report on Form 10-K for the fiscal year ended October 1, 2005, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
10.24
|
|
Amended and Restated Tyson Foods, Inc. Employee Stock Purchase Plan, effective as of February 1, 2013 (previously filed as Exhibit 99.2 to Registration Statement on Form S-8, filed with the Commission on February 22, 2013, Registration No. 333-186797, and incorporated herein by reference).
|
|
|
|
10.25
|
|
First Amendment to the Tyson Foods, Inc. Employee Stock Purchase Plan, effective February 1, 2013 (previously filed as Exhibit 10.26 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 28, 2013, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
10.26
|
|
Amended and Restated Executive Savings Plan of Tyson Foods, Inc. effective January 1, 2013 (previously filed as Exhibit 10.27 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 28, 2013, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
10.27
|
|
Amended and Restated Tyson Foods, Inc. 2000 Stock Incentive Plan effective February 1, 2013 (previously filed as Exhibit 99.1 to Registration Statement on Form S-8, filed with the Commission on February 22, 2013, Registration No. 333-186797, and incorporated herein by reference).
|
|
|
|
10.28
|
|
First Amendment to the Tyson Foods, Inc. 2000 Stock Incentive Plan effective May 1, 2013 (previously filed as Exhibit 10.29 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 28, 2013, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
10.29
|
|
Amended and Restated Tyson Foods, Inc. Supplemental Executive Retirement and Life Insurance Premium Plan effective November 14, 2013 (previously filed as Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 28, 2013, Commission File No. 001-147-4, and incorporated herein by reference).
|
|
|
|
10.30
|
|
Retirement Savings Plan of Tyson Foods, Inc. effective January 1, 2011 (previously filed as Exhibit 10.33 to the Company's Annual Report on Form 10-K for the fiscal year ended October 1, 2011, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
10.31
|
|
First Amendment to the Retirement Savings Plan of Tyson Foods, Inc., as Amended and Restated as of January 1, 2011 (previously filed as Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 28, 2013, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
10.32
|
|
Amended and Restated Retirement Income Plan of IBP, inc. effective August 1, 2000, and Amendment to Freeze the Retirement Income Plan of IBP, inc. effective December 31, 2002 (previously filed as Exhibit 10.46 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 27, 2008, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
10.33
|
|
Form of Restricted Stock Agreement pursuant to which restricted stock awards were granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan prior to July 31, 2009 (previously filed as Exhibit 10.48 to the Company’s Annual Report on Form 10-K for the fiscal year ended October 2, 2004, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
10.34
|
|
Form of Restricted Stock Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective July 31, 2009 (previously filed as Exhibit 10.41 to the Company’s Annual Report on Form 10-K for the fiscal year ended October 3, 2009, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
10.35
|
|
Form of Restricted Stock Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective January 1, 2010 (previously filed as Exhibit 10.41 to the Company’s Annual Report on Form 10-K for the fiscal year ended October 2, 2010, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
10.36
|
|
Form of Stock Incentive Agreement with key employees and contracted employees at band level 3-9 pursuant to which restricted stock awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective October 26, 2012 (previously filed as Exhibit 10.38 to the Company's Annual Report on Form 10-K for the fiscal year ended September 29, 2012, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
10.37
|
|
Form of Stock Incentive Agreement with the remaining contracted employees pursuant to which restricted stock awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective October 26, 2012 (previously filed as Exhibit 10.39 to the Company's Annual Report on Form 10-K for the fiscal year ended September 29, 2012, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
10.38
|
|
Form of Stock Option Grant Agreement pursuant to which stock option awards were granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan prior to July 31, 2009 (previously filed as Exhibit 10.49 to the Company’s Annual Report on Form 10-K for the fiscal year ended October 2, 2004, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
10.39
|
|
Form of Stock Option Grant Agreement pursuant to which stock option awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective July 31, 2009, through February 3, 2010 (previously filed as Exhibit 10.43 to the Company’s Annual Report on Form 10-K for the fiscal year ended October 2, 2010, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
10.40
|
|
Form of Stock Option Grant Agreement pursuant to which stock option awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective February 4, 2010 (previously filed as Exhibit 10.44 to the Company’s Annual Report on Form 10-K for the fiscal year ended October 2, 2010, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
10.41
|
|
Form of Stock Option Grant Agreement with non-contracted employees pursuant to which stock option awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 29, 2010 (previously filed as Exhibit 10.40 to the Company's Annual Report on Form 10-K for the fiscal year ended October 1, 2011, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
10.42
|
|
Form of Stock Option Grant Agreement with contracted employees at band level 1-5 pursuant to which stock option awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 29, 2010 (previously filed as Exhibit 10.41 to the Company's Annual Report on Form 10-K for the fiscal year ended October 1, 2011, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
10.43
|
|
Form of Stock Option Grant Agreement with key employees and contracted employees at band level 6-9 pursuant to which stock option awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 29, 2010 (previously filed as Exhibit 10.42 to the Company's Annual Report on Form 10-K for the fiscal year ended October 1, 2011, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
10.44
|
|
Form of Stock Option Grant Agreement with non-contracted employees pursuant to which stock option awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 28, 2011 (previously filed as Exhibit 10.46 to the Company's Annual Report on Form 10-K for the fiscal year ended September 29, 2012, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
10.45
|
|
Form of Stock Option Grant Agreement with contracted employees at band level 1-5 pursuant to which stock option awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 28, 2011 (previously filed as Exhibit 10.47 to the Company's Annual Report on Form 10-K for the fiscal year ended September 29, 2012, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
10.46
|
|
Form of Stock Option Grant Agreement with key employees and contracted employees at band level 6-9 pursuant to which stock option awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 28, 2011 (previously filed as Exhibit 10.48 to the Company's Annual Report on Form 10-K for the fiscal year ended September 29, 2012, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
10.47
|
|
Form of Stock Incentive Agreement pursuant to which stock options are granted to contracted employees under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective October 26, 2012 (previously filed as Exhibit 10.49 to the Company's Annual Report on Form 10-K for the fiscal year ended September 29, 2012, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
10.48
|
|
Form of Stock Incentive Agreement pursuant to which stock options are granted to non-contracted employees under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective October 26, 2012 (previously filed as Exhibit 10.50 to the Company's Annual Report on Form 10-K for the fiscal year ended September 29, 2012, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
10.49
|
|
Form of Performance Stock Award Agreement pursuant to which performance stock awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective October 4, 2010 (previously filed as Exhibit 10.44 to the Company's Annual Report on Form 10-K for the fiscal year ended October 1, 2011, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
10.50
|
|
Form of Performance Stock Award Agreement pursuant to which performance stock awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective October 3, 2011 (previously filed as Exhibit 10.52 to the Company's Annual Report on Form 10-K for the fiscal year ended September 29, 2012, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
10.51
|
|
Form of Stock Incentive Agreement pursuant to which performance stock awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective October 26, 2012 (previously filed as Exhibit 10.53 to the Company's Annual Report on Form 10-K for the fiscal year ended September 29, 2012, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
10.52
|
|
Tyson Foods, Inc. Severance Pay Plan for Contracted Employees, effective October 31, 2012 (previously filed as Exhibit 10.54 to the Company's Annual Report on Form 10-K for the fiscal year ended September 29, 2012, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
10.53
|
|
Tax Sharing Agreement, dated as of June 15, 2012, by and among Sara Lee Corporation, D.E MASTER BLENDERS 1753 B.V. and DE US, Inc. (previously filed as Exhibit 10.1 to the Current Report on Form 8-K dated June 18, 2012 by The Hillshire Brands Company, Commission File No. 001-03344, and incorporated herein by reference).
|
|
|
|
10.54
|
|
First Amendment to the Company's Supplemental Executive Retirement and Life Insurance Premium Plan as Amended and Restated as of November 14, 2014 (previously filed as Exhibit 10.57 to the Company's Annual Report on Form 10-K for the fiscal year ended September 27, 2014, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
12.1
|
|
Calculation of Ratio of Earnings to Fixed Charges.
|
|
|
|
14.1
|
|
Code of Conduct of the Company (previously filed as Exhibit 14.1 to the Company's Annual Report on Form 10-K for the fiscal year ended September 28, 2013, Commission File No. 001-14704, and incorporated herein by reference).
|
|
|
|
21
|
|
Subsidiaries of the Company.
|
|
|
|
23
|
|
Consent of PricewaterhouseCoopers LLP.
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to SEC Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to SEC Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101
|
|
The following financial information from our Annual Report on Form 10-K for the year ended October 3, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Shareholders' Equity, (v) Consolidated Statements of Cash Flows, (vi) the Notes to Consolidated Financial Statements, and (vii) Financial Statement Schedule.
|
|
|
|
|
|
|
|
|
|
|
in millions
|
|
|||||||||
|
|
|
|
Additions
|
|
|
|
|
||||||||||||
|
|
Balance at
Beginning
of Period
|
|
|
Charged to
Costs and
Expenses
|
|
|
Charged to
Other Accounts
|
|
|
(Deductions)
|
|
|
Balance at End
of Period
|
|
|||||
Allowance for Doubtful Accounts:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2015
|
|
$
|
34
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
(8
|
)
|
|
$
|
27
|
|
2014
|
|
46
|
|
|
5
|
|
|
—
|
|
|
(17
|
)
|
|
34
|
|
|||||
2013
|
|
33
|
|
|
17
|
|
|
—
|
|
|
(4
|
)
|
|
46
|
|
|||||
Inventory Lower of Cost or Market Allowance:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2015
|
|
$
|
7
|
|
|
$
|
99
|
|
|
$
|
—
|
|
|
$
|
(48
|
)
|
|
$
|
58
|
|
2014
|
|
16
|
|
|
14
|
|
|
—
|
|
|
(23
|
)
|
|
7
|
|
|||||
2013
|
|
24
|
|
|
49
|
|
|
—
|
|
|
(57
|
)
|
|
16
|
|
|||||
Valuation Allowance on Deferred Tax Assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2015
|
|
$
|
51
|
|
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
$
|
68
|
|
2014
|
|
77
|
|
|
26
|
|
|
13
|
|
|
(65
|
)
|
|
51
|
|
|||||
2013
|
|
78
|
|
|
8
|
|
|
—
|
|
|
(9
|
)
|
|
77
|
|
(iv)
|
your intentional or willful violation of any restrictive covenant provided for under Section 6 of this Agreement or any other agreement to which you are a party.
|
(i)
|
Accrued Compensation;
|
(ii)
|
Plan Benefits;
|
(iii)
|
Subject to your execution of the Release (as defined below), you will become vested in a pro rata portion of any of your unvested restricted stock awards that are outstanding on your Termination Date provided the applicable performance criteria, if any, are met. Such pro rata portion shall be equal to the percentage of the total vesting period, measured in days, in which you remained employed by Tyson and/or its affiliates multiplied by the number of shares subject to the award;
|
(iv)
|
Subject to your execution of the Release (as defined below), you will become fully vested in any of your unvested stock options that are outstanding on the Termination Date;
|
(v)
|
Subject to your execution of the Release (as defined below), you will become entitled to a pro rata portion of any performance share awards that are outstanding on the Termination Date provided the applicable performance criteria are met. The pro rata portion of your award shall equal the percentage of the total performance period, measured in days, in which you remained employed by Tyson multiplied by the percentage of the award that you would have received had you remained employed for the entire performance period. Any award subject to this subsection (v) shall not be paid until such time as it would have otherwise been paid under the terms of the award and will only be paid if the performance criteria are met; and
|
(vi)
|
Subject to your execution of the Release (as defined below), an amount equal to, and on terms equal to, your base salary for a period of 36 months after the Termination Date, and otherwise subject to the Tyson Foods Severance Pay Plan for Contracted Employees, or, in the event of a Change of Control (defined
|
(i)
|
any willful and wrongful conduct or omission by you that injures Tyson;
|
(ii)
|
any act by you of intentional misrepresentation or embezzlement, misappropriation or conversion of assets of Tyson;
|
(iii)
|
you are convicted of, confess to, plead no contest to, or become the subject of proceedings that provide a reasonable basis for Tyson to believe that you have been engaged in a felony; or
|
(iv)
|
your intentional or willful violation of any restrictive covenant provided for under Section 6 of this Agreement or any other agreement to which you are a party.
|
(i)
|
Any accrued but unpaid base salary for services rendered to the Termination Date, any accrued but unpaid expenses required to be reimbursed under this Agreement, and any vacation accrued to the Termination Date (“Accrued Compensation”); and
|
(ii)
|
Any benefits accrued through the date of termination to which you may be entitled pursuant to the plans, policies and arrangements, as determined and paid in accordance with the terms of such plans, policies and arrangements (“Plan Benefits”).
|
(i)
|
Accrued Compensation;
|
(ii)
|
Plan Benefits;
|
(iii)
|
Subject to your execution of the Release (as defined below), you will become vested in a pro rata portion of any of your unvested restricted stock awards that are outstanding on your Termination Date provided the applicable performance criteria, if any, are met. Such pro rata portion shall be equal to the percentage of the total vesting period, measured in days, in which you remained employed by Tyson multiplied by the number of shares subject to the award. Any award subject to this subsection (iii) shall not be paid until such time as it
|
(iv)
|
Subject to your execution of the Release (as defined below), you will become fully vested in any of your unvested stock options that are outstanding on the Termination Date; and
|
(v)
|
Subject to your execution of the Release (as defined below), you will become entitled to a pro rata portion of any performance share awards that are outstanding on the Termination Date provided the applicable performance criteria is met. The pro rata portion of your award shall equal the percentage of the total performance period, measured in days, in which you remained employed by Tyson multiplied by the percentage of the award that you would have received had you remained employed for the entire performance period. Any award subject to this subsection (v) shall not be paid until such time as it would have otherwise been paid under the terms of the award and will only be paid if the performance criteria are met.
|
(vi)
|
Subject to your execution of the Release (as defined below), an amount equal to, and on terms equal to, the severance payments and severance benefits provided to other employees within your Band, as determined under the Tyson Foods Severance Pay Plan for Contracted Employees. In the event of a Change of Control (defined below) the amount you would be entitled to in the event of termination subject to this Section 4(b) will be based on the Tyson Foods Severance Pay Plan for Contracted Employees in place at the time immediately prior to the Change of Control.
|
(i)
|
Tyson may elect to cancel any and all payments of benefits otherwise due to you, but not yet paid, under this Agreement or otherwise; and
|
(ii)
|
you will refund to Tyson any amounts, plus interest, previously paid by Tyson to you in excess of your Accrued Compensation and Plan Benefits (within the meaning of Section 4).
|
(i)
|
any willful and wrongful conduct or omission by you that injures Tyson;
|
(ii)
|
any act by you of intentional misrepresentation or embezzlement, misappropriation or conversion of assets of Tyson;
|
(iii)
|
you are convicted of, confess to, plead no contest to, or become the subject of proceedings that provide a reasonable basis for Tyson to believe that you have been engaged in a felony; or
|
(iv)
|
your intentional or willful violation of any restrictive covenant provided for under Section 6 of this Agreement or any other agreement to which you are a party.
|
(i)
|
Any accrued but unpaid base salary for services rendered to the Termination Date, any accrued but unpaid expenses required to be reimbursed under this Agreement, and any vacation accrued to the Termination Date (“Accrued Compensation”); and
|
(ii)
|
Any benefits accrued through the date of termination to which you may be entitled pursuant to the plans, policies and arrangements, as determined and paid in accordance with the terms of such plans, policies and arrangements (“Plan Benefits”).
|
(i)
|
Accrued Compensation;
|
(ii)
|
Plan Benefits;
|
(iii)
|
Subject to your execution of the Release (as defined below), you will become vested in a pro rata portion of any of your unvested restricted stock awards that are outstanding on your Termination Date provided the applicable performance criteria, if any, are met. Such pro rata portion shall be equal to the percentage of the total vesting period, measured in days, in which you remained employed by Tyson multiplied by the number of shares subject to the award. Any award subject to this subsection (iii) shall not be paid until such time as it
|
(iv)
|
Subject to your execution of the Release (as defined below), you will become fully vested in any of your unvested stock options that are outstanding on the Termination Date; and
|
(v)
|
Subject to your execution of the Release (as defined below), you will become entitled to a pro rata portion of any performance share awards that are outstanding on the Termination Date provided the applicable performance criteria is met. The pro rata portion of your award shall equal the percentage of the total performance period, measured in days, in which you remained employed by Tyson multiplied by the percentage of the award that you would have received had you remained employed for the entire performance period. Any award subject to this subsection (v) shall not be paid until such time as it would have otherwise been paid under the terms of the award and will only be paid if the performance criteria are met.
|
(vi)
|
Subject to your execution of the Release (as defined below), an amount equal to, and on terms equal to, the severance payments and severance benefits provided to other employees within your Band, as determined under the Tyson Foods Severance Pay Plan for Contracted Employees. In the event of a Change of Control (defined below) the amount you would be entitled to in the event of termination subject to this Section 4(b) will be based on the Tyson Foods Severance Pay Plan for Contracted Employees in place at the time immediately prior to the Change of Control.
|
(i)
|
Tyson may elect to cancel any and all payments of benefits otherwise due to you, but not yet paid, under this Agreement or otherwise; and
|
(ii)
|
you will refund to Tyson any amounts, plus interest, previously paid by Tyson to you in excess of your Accrued Compensation and Plan Benefits (within the meaning of Section 4).
|
|
|
|
|
|
|
|
|
|
|
(dollars in millions)
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Fiscal Years
|
||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations before income taxes and equity method investment earnings
|
|
$
|
1,908
|
|
|
$
|
1,241
|
|
|
$
|
1,254
|
|
|
$
|
949
|
|
|
$
|
1,066
|
|
Add: Fixed charges
|
|
358
|
|
|
194
|
|
|
219
|
|
|
264
|
|
|
305
|
|
|||||
Add: Amortization of capitalized interest
|
|
5
|
|
|
5
|
|
|
5
|
|
|
5
|
|
|
4
|
|
|||||
Less: Capitalized interest
|
|
(10
|
)
|
|
(8
|
)
|
|
(8
|
)
|
|
(10
|
)
|
|
(9
|
)
|
|||||
Total adjusted earnings
|
|
2,261
|
|
|
1,432
|
|
|
1,470
|
|
|
1,208
|
|
|
1,366
|
|
|||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest
|
|
283
|
|
|
122
|
|
|
116
|
|
|
150
|
|
|
191
|
|
|||||
Capitalized interest
|
|
10
|
|
|
8
|
|
|
8
|
|
|
10
|
|
|
9
|
|
|||||
Amortization of debt discount expense
|
|
10
|
|
|
10
|
|
|
28
|
|
|
39
|
|
|
44
|
|
|||||
Rentals at computed interest factor
(1)
|
|
55
|
|
|
54
|
|
|
67
|
|
|
65
|
|
|
61
|
|
|||||
Total fixed charges
|
|
$
|
358
|
|
|
$
|
194
|
|
|
$
|
219
|
|
|
$
|
264
|
|
|
$
|
305
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of Earnings to Fixed Charges
|
|
6.32
|
|
|
7.38
|
|
|
6.71
|
|
|
4.58
|
|
|
4.48
|
|
(1)
|
Amounts represent those portions of rent expense (one-third) that are reasonable approximations of interest costs.
|
SUBSIDIARIES
|
PLACE OF INCORPORATION
|
1385606 Alberta ULC
|
Alberta, Canada
|
Aidells Sausage Company, Inc.
|
Delaware
|
Alberta Farm Industries ULC
|
Alberta, Canada
|
Artisan Bread Co., LLC
|
North Carolina
|
Bryan Foods, Inc.
|
Delaware
|
C.V. Holdings, Inc.
|
Philippines
|
CBFA Management Corp.
|
Delaware
|
Central Industries, Inc.
|
Mississippi
|
Cobb (Shanghai) Enterprise Management Consulting Co., Ltd.
|
China
|
Cobb Ana Damizlik Tavukculuk Sanayi Ve Ticaret Limited Sirketi
|
Turkey
|
Cobb Asia (Thailand) Limited
|
Thailand
|
Cobb Europe B.V.
|
The Netherlands
|
Cobb Europe Limited
|
England and Wales
|
Cobb France Eurl
|
France
|
Cobb-Heritage, LLC
|
Delaware
|
Cobb-Vantress Brasil Ltda.
|
Brazil
|
Cobb-Vantress Philippines, Inc.
|
Philippines
|
Cobb-Vantress, Inc.
|
Delaware
|
Conoplex Insurance Company Ltd.
|
Bermuda
|
DFG Foods, Inc.
|
Delaware
|
DFG Foods, L.L.C.
|
Oklahoma
|
Egbert LLC
|
Delaware
|
Flavor Corp.
|
Delaware
|
Flavor Holdings, Inc.
|
Delaware
|
Foodbrands America, Inc.
|
Delaware
|
Foodbrands Supply Chain Services, Inc.
|
Delaware
|
Gallo Salame, Inc.
|
California
|
Global Employment Services, Inc.
|
Delaware
|
Godrej Tyson Foods Limited
|
India
|
Golden Island Jerky Company, Inc.
|
California
|
Haimen Tyson Poultry Development Co., Ltd.
|
China
|
Healthy Frozen Food, Inc.
|
Delaware
|
Hillshire Brands (Australia) Pty Ltd.
|
Australia
|
Hubei Tongxing Cobb Breeding Company, Ltd.
|
China
|
Hudson Midwest Foods, Inc.
|
Nebraska
|
Hybro Genetics Brasil Ltda.
|
Brazil
|
IBP Caribbean, Inc.
|
Cayman Islands
|
IBP Finance Company of Canada
|
Nova Scotia, Canada
|
IBP Foodservice, L.L.C.
|
Delaware
|
IBP Redevelopment Corporation
|
Missouri
|
Tyson Foods Canada, Inc. (Les Aliments Tyson Canada Inc.)
|
Ontario, Canada
|
Tyson Foods East China Development Co., Ltd.
|
China
|
Tyson Foods, Inc.
|
Delaware
|
Tyson Fresh Meats, Inc.
|
Delaware
|
Tyson Global Holding Sárl
|
Luxembourg
|
Tyson Hog Markets, Inc.
|
Delaware
|
Tyson India Holdings, Ltd.
|
Republic of Mauritius
|
Tyson International Company, Ltd.
|
Bermuda
|
Tyson International Holding Company
|
Delaware
|
Tyson International Holdings Sárl
|
Luxembourg
|
Tyson International Service Center, Inc.
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Delaware
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Tyson International Service Center, Inc. Asia
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Delaware
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Tyson International Service Center, Inc. Europe
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Delaware
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Tyson Mexican Original, Inc.
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Delaware
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Tyson Mexico Trading Company S. de R.L. de CV
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Mexico
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Tyson of Wisconsin, LLC
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Delaware
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Tyson Pet Products, Inc.
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Delaware
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Tyson Poultry, Inc.
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Delaware
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Tyson Prepared Foods, Inc.
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Delaware
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Tyson Processing Services, Inc.
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Delaware
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Tyson Refrigerated Processed Meats, Inc.
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Delaware
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Tyson Sales and Distribution, Inc.
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Delaware
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Tyson Service Center Corp.
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Delaware
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Tyson Shared Services, Inc.
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Delaware
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Tyson Warehousing Services, LLC
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Delaware
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Van’s International Foods
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California
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Veat, Inc.
|
Delaware
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WBA Analytical Laboratories, Inc.
|
Delaware
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Wilton Foods, Inc.
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New York
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Zemco Industries, Inc.
|
Delaware
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/s/ Donnie Smith
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Donnie Smith
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President and Chief Executive Officer
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/s/ Dennis Leatherby
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Dennis Leatherby
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Executive Vice President and Chief Financial Officer
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/s/ Donnie Smith
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Donnie Smith
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President and Chief Executive Officer
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November 23, 2015
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/s/ Dennis Leatherby
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Dennis Leatherby
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Executive Vice President and Chief Financial Officer
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November 23, 2015
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