bb king :: essays research papers

B.B. King Back in 1951, a young blues guitarist named Riley King had his first hit song titled "3 O’clock Blues.'' The song was so great, promoters whisked the young man from his Memphis, Tennessee home to the big top of New York City, where he shortened his stage name from Beale Street Blues Boy to "B.B.'' Boogie woogie pianist Robert "H-Bomb'' Ferguson recalls the first time he met B.B. King before the legendary guitarist's first show at the Apollo Theater in Harlem. "When I saw B.B., man, I laughed. This cat came out on stage with a purple suit, red shirt and green tie,'' says Ferguson. King agrees with Ferguson's memory, but notes that the color scheme was different. " It was a red suit with a red tie with red shoes. Red and black sock and black shoes,'' notes King. Over the past forty years, King has established himself as the indisputable king of blues guitarists. His creative style of blending gospel, jazz, and deep Delta blues has influenced two generations of blues and rock guitarists. Unabashedly, King admits that he's an original: "There's a whole lot of things I don't do as well as other people, but I can do and do very well being B.B. King.'' King launched his career as a professional musician on the streets of Memphis during the 1940s. He played gospel and blues on street corners for tips. Standing in-between blues and gospel, King took the path offering the promise of more financial rewards. At 66, King remains indefatigable. He does about 300 concert dates annually. Few artists who have attained the success that King has continue to drive themselves at such a grueling pace. The force pushing King to stay in front of the spotlight is simple. He wanted to be remembered. "If you're out there, people never forget you. That is one of the things I believe in today, never being forgotten. I would like to be remembered as a person that loved people and wanted to be loved by them''. King has wrought a unique style of blues often imitated, but never duplicated. Despite an unorthodox approach to the music, King has helped to shape the blues by bringing it into the mainstream. He hates when people label the blues as sad music. "Blues to me is many things,'' notes the King. "It has to do with people, places and things.

Racism and Gender Essay

Explore the intersection of racism and gender in contemporary Australia. In a place particularly like Australia recognised to be a multicultural country, ‘gender’ is targeted in race particular aspects and ‘race’ is experienced in gendered forms. This paper will elaborate on the intersection of racism and gender when both come into play as well as the role it presents in Australia of today’s society. Many literature discussions would imply that racism and gender fit in completely different categories from the other but as some authors argue, there are interconnections between the two. Elaboration of how racism is a form of discrimination is one circumstance and gender is another will be discussed throughout the paper in which it will highlight how both cases can be seen to bring a higher force of discrimination. Authors such as Pettman, Waters and Crooks look into the studies of gender and racism to find the pervasive influence on people of all background in contemporary Australia. Through studies of gender & racism, women in particular have been seen as usually marginal or invisible in society. Some writers illiterate on the experience of immigration and multiculturalism women confront while others would focus on women’s experience of the Second World War and their migration to Australia. In relation to power, gender could be displayed in different locations in accordance to being constituted (Pettman, 1991 pp. 53). Gender has often been bypassed to being a natural thing, therefore they are presumed to be vital in human thoughts. Pettman establishes the role of gender by highlighting the cultural differences within a male and female in the categories of masculinity and femininity in which what seems to be the most socially appropriate to society’s norms. She raises the questions, how minority women experience racism; and the ways different women face sexism? Pettman states that ‘Racism and sexism, even where connected, do not operate alone, but articulate and are articulated through structures of power in society’ (pp. 54). Although it is primarily stated that gender is more of a socially constructed term it is not biological, as ‘sex’ would be a more of a scientific term to it. While sex refers to more of physical attributes individuals hold, gender differences are by no extent categorised along with sex as both bear different connotations. In a community such as Australia, Women who are of non-Caucasian backgrounds and Indigenous Australian are shown to be highly disadvantaged when it comes to relations of poverty, employment, security and homing. Following the society of Aboriginals and migration of non-Caucasians to Australia, Pettman analyses the notion of the relations of gender prior to this. Passing throughout forms of social inequity, Non-Caucasians as well as Indigenous Australian are underrepresented in which interactions experienced in this case are multi-dimensional. Pettman emphasizes that ‘the rules, roles and practices are often fair towards them at many circumstances but are primarily in favor of dominant social interests’ (1991 pp. 6). In demonstrating that there is a racial construction for women in particular of ‘Indigenous’ background, they are treated differently especially when it comes to the caretaking of their own children. Mahoney points this out as being relevant to the ‘stolen generation’ in its analysis where it states that in Australia, it would be acceptable in the racial discourse that Caucasian women make better mothers for the children of ‘Indigenous’ background rather than the Indigenous mothers themselves (1997 pp. 91). Since the invasion affecting Aboriginal women, she argues its importance how social practice is taken into accordance in the examination of whiteness. With ‘Asians’ being present in Australia, they are not contradicted to being included as ‘Australian’ but rather their identity is more noted to be of an ‘outsider’ (pp. 294). The demonstration of women and racism illustrates the difference in subjectivity, experience, social relations and identity in women of contemporary Australia as a general notion. Women face sexism in a general context, but with the addition of racism, women of coloured and Indigenous Australian has a higher jeopardy of fronting discrimination and disadvantages through their experience. Pettman argues that ‘the notion of tradition Indigenous culture and society give justification for protection towards women and children of Indigenous background’ (1992, pp. 66). She details how Aboriginal women especially face certain dangers and are more vulnerable violence with connections to Australia’s a colinisation. Although both Indigenous and coloured women experience discrimination, they face significantly different circumstances of discrimination. Pettman implies how women of coloured (migrant women) experience many difficulties in employment in the work field with a disadvantage to people of Caucasian background (1992, pp. 60). In favor of who experiences the most racism, it is depicted that people of Asian and Muslim background experience higher levels of discrimination than most. In terms of experiencing racism, women of different culture face significantly different discriminations with accordance to their culture and background along with stereotypes. They generally had a higher level of unemployment and the concentration of them securing a job fits along the categories of low income jobs with poor and dangerous working conditions (pp. 61). Men may also experience sexism as it does not always favour the woman’s side every time. This may be because women have always been seen as the lesser and marginal class as compared to the men who are seen as the ‘alpha’ and the dominant leaders in society as Mahoney argues (1994, pp. 290). For example, a more dominant group of women can over empower a man whom is seen as the minority in which sexism coverts and attacks the man in this situation. Sexism not only displays a course of individual attitude but also is built into many social institutes but generally as a basis, it is often used in relation to the discrimination against the women in the term of patriarchy. This ranges things to the likes of gender stereotype where the characteristics and behavior of men and women as well and transgender all intervene with one another. A gender stereotype is a term utilized in which it elaborates the way ‘men and women should behave in a certain manner according to what society sees as the right thing or the wrong thing’ (Mahoney, 1994, pp. 291). The presence of men according to the relations of men is highly dominated by them in all societies. The domination of men is known as patriarchy where women are represented in a marginal level. McIntosh emphasizes the connotation of ‘White Privilege and Male Privilege’ stating that ‘whites are carefully taught not to recognize privilege, as males are taught not to recognize male privilege’ (1997 pp. 291). With these ideas, it illustrates that the scuffle of women’s dealings with sexism and patriarchy further intricate the awareness of these conditions leading to the reconceptualisation of gender. Upon analyzing the data of racism and gender, there are many significant statistics which reflect upon women in ontemporary Australia. Woman compared to men are more disadvantage when it comes to employment in the workforce of labor as well as domestic sphere. Women tend to fill in the role of ‘mother’ which affects the outcome of their search for job employment. Men are capable of filling in the role of many job aspects which range from labor work to domestic sphere, where women are less likely to find a suiting job to labor and move t o areas of teaching, nursing and social services. Holmes states that ‘woman on an average basis earn 65% of what men would earn which leaves a gap difference of 35% between them’ as reported scientifically (2010 c. 11). Apart from men being filled in many jobs of labor employment, they are more geared towards the scientific and engineering areas, jobs that technically portray a higher wage income than those of social services in general where women are more inclined towards (c. 11). Pettman distributes the idea that ‘the â€Å"intersectionality† searches to seize the structural and dynamic magnitudes of both the basis collaboration of two or more forms of relating to discriminations or system of subordination’ (Pettman, 1992, pp. 70). She states consequently that in the way the manner is addressed, racism, patriarchy and economic disadvantages to name a few including many others all contribute in constructing layers of inequity positioning where men and women stand as well as other racial groups (pp. 70). Through Intersectionality, the recognition and connection of identity, particular races and gender are taken notice of. On an intersectional approach, asserts that look onto identity are considered indivisible aspects and also when speaking of gender and race it is taken into hand that the two subjects conjoined together establish a whole new subject to be discussed (pp. 72). Although it has always been looked passed that gender and race have always been distinguished as their own subject, nobody takes notice of what it could bring towards society if the two were to intervene and combine. The two elements of these topics picks weak points as well as the discriminations held against them into a different level of discrimination where women are targeted not only in the favor of sexism but also taking note of their background, beliefs and nationality individually (pp. 72). Theories of sexism and racism are brought up as a discussion topic in general as a kind of oppression and in a way they are compared to one another. In this circumstance, Pettman argues how ‘class, gender and ethnicity overlap each other’ (Pettman, 1992, pp. 57). In examining the connection between gender and racism, she notes how it puts a bigger emphasis upon institutional racism illustrating how it could do things such as drawing away the focus of the individual’s feelings and actions distributing it to social resources instead. Although institutional racism is solely based on rules, roles and practices, they more so favor the more dominant groups social interests which does not make it fair even though the idea of them sound fair (pp. 57). This comes directly towards multicultural groups whose interests are ideas are lesser as compared to more dominant groups such as the white society. This places a feel where institutionalized racism is more of a multidimensional and is comprised through communication with other sources relating to social inequity throughout contemporary Australia operating unofficially usually not in favor of rhetoric and authorized government laws (pp. 58). Through not only experiencing racism and sexism, this could escalate and lead to many further issues that are outside the specific category expanding to problems like crime, poverty and many more through a chain of events leading towards it. The shaping of the social media has been one of the biggest outlets in portraying racism and genders intersection throughout contemporary Australia. It comes in the form of being able to manipulate, communicate and influence people over the nation especially towards the participants who partake in the roles the social media plays the most. Individuals who pay less attention towards the social media are affected at some point as the form of communication through other people would eventually reach them at some point. Langton (1993) is one of the most notable Indigenous academic authors who illustrate the many important roles the film and media play in representing the construction of not only gender and sexuality but Aboriginality as well and how discrimination throughout Australia is reproduced in this manner. Langton (1993) notes how it is usually the norms of what society sees as mainstream social analysis turns them minor or ethnically determined. Often over a certain extent, while containing some elements of the truth masked behind the media, it tries to recognize iversity and qualify the overgeneralisations social theorising at many times encourage the conduct. Multiracial Feminism has been a topic of discussion not only in Australia but to the likes of globally as well. As it have always been throughout generation to generation and continuing on into the present, women especially of colour have always been placed in a situation where they have confront the hegemony of feminisms solely cons tructed by the criteria of middle-classed white women. Pettman (1991) highlights the need to challenge the system of domination, not by just the subjects of gender but throughout various hierarchies where the lives of women are impacted on because of the location they reside in (pp. 189). Within the constraints of oppressions of gender, race and class, women establish viable lives for not only themselves but their families and their communities as a whole also (pp. 190). The differences of women are systematically connected in many different ways where the relational nature of dominance and subordination is expressed through this manner where race is made an important element through the relations of white women and women in the marginal category. This composes of a large range of methodological approaches from the multiracial feminism which allows society to better understand the social world with the different groups of women within it as well where alternate ways of understanding these process’ are established (1991, pp. 92-193). It is coming to understand the term Pettman recounts that multiracial feminism is something that ‘brings together understandings influenced and drawn from the lived experiences of diverse and changing groups of women globally worldwide’ ( pp. 193). Woman of different nationalities are able to share their experiences and culture among others therefore this helps to bring multicultural and traditions whe re ever the location may be, as this is the path to contemporary Australia becoming much more diverse. Gender and racism as a whole context are expressed in many different ways throughout its intersection in contemporary Australia. Although the framework of these two or still an issue in our nation, it has always been so in the pass as well and unlikely to end with the recent matters taken into accordance. There have been various outcomes introduced to make the inequality terms equal for human beings as a whole as it only brings help to a marginal rule. There may be a possibility that the intersection of gender and racism within Australia may be rid of its context of discrimination but it must also be taken into context that human beings were born this way to find inequality, differences and variations among another. This is a uniquely discussed subject that will not disappear over the course of the next few days but takes an extremely large amount of effort to get rid off as for this subject to no longer exist, all humans not only within Australia but globally as well must work together in unity.

The Origin Of The Bible Essay - 2203 Words

After a number of years have passed through the church, one would wonder how we can be certain that the right books make up the Bible. We have all of these translations and interpretations of Scripture, but how did we get the Bible itself? These are the many questions that make up many non-believers and possibly even many non believers today as well. I can speak for many church goers on the contrary, that have grown up in the church and they have not thought about the idea of the origin of the Bible. Either way, Christian or atheist, it is important to understand the origin of one s beliefs. This leads to the basis of the foundation of why a Christian believes the truth of God’s word and then is able to faith their faith with others. To begin our research, it is important to understand and define some of the terms that are displayed throughout the text. First off, the origin of the word â€Å"canon† comes from the Latin word canon. This was originally from the Greek word kanon. When translated into English this word is referred to as a â€Å"standard† or type of â€Å"rule† that is found in 2 Corinthians 10:13 and again in Galatians 6:16. It is important to note that when Paul is writing, he is not referring to the canon of Scripture. This word came into be for the canon of scripture at a much later date when the Christian church called â€Å"kanon† stood for the rule of faith and revealed truth. In the fourth century, the church referred to the Scriptures of both the Old Testaments and theShow MoreRelatedOriginal Creation of Earth1117 Words   |  5 Pagesthe earth came into being. An eruption of sorts occurred, haphazardly distributing the smallest particles of matter that miraculou sly adjoined themselves to create living, breathing organisms and every other object on the earth. Every word of the Bible is true. Every day, creation scientists are finding more and more evidence to support the six days of creation. There is nothing wrong with science, but in the end it is the fallible word of man. YOUNG EARTH At its simplest, evolution is a hypothesisRead MoreEssay on Creation vs. Evolution in the Public Schools1342 Words   |  6 Pagescreation nor evolutionary concepts can be proven with irrefutable evidence. However, regardless of the inability to prove either concept, most public school systems promote evolution as a scientific fact. Many students who lack firm beliefs about the origin of life believe what they are taught without giving any personal thought to the matter. Instead of robotically absorbing biased information, schools should present information about evolution and creation to students and promote a ‘self-deciding’Read MoreHow Charles Darwin Changed the World Forever1409 Words   |  6 PagesThere is one man in history who changed everything from the way we see everyday events in the world, and that man is Charles Darwin. Charles Darwin was a scientist who discovered the origin of life through a study on the Galapagos Islands. Before Darwin’s dis covery, the world was looked upon as God’s playground where everything happened because of him. For example, if something bad happened to someone’s family like a disease it would be because they have angered God. Darwin lived during the dawnRead MoreEssay about The Study of Anthropology and the Humanities1361 Words   |  6 PagesThe humanities are a broad multidisciplinary field of study where its disciplines aren’t in just one department. Therefore, studying the humanities correlates to the study of anthropology. Simply put, anthropology is the study of humanity and the origins of human beings. Learning about the humanities can help those studying anthropology because the humanities looks into understanding and exploring the human condition. There is an idea of culture that is used to describe what humans do. AnthropologyRead MoreContradiction Between the Theory of Evolution and the Bible947 Words   |  4 Pagespublished a book call The Origin of Species. This book was the beginning of what we know about evolution, and it was controversial. The book brought disputations between devoted christians and darwinists on the validity of evolution. During that period of time, most Europeans believed that the world was created by God in seven days and thought evolution was challenging the existence of God. Darwin’s theory of evolution challenges traditional beliefs by contradicting the bible. Even though Darwin tookRead MoreEssay about Biblical Numerology 1142 Words   |  5 Pagesliterature but none are comparable to the Bible. This book not only hold acataleptic knowledge that can impact the world but also is a compendium for many peoples life. It has become a symbolic representation of many Christians faith and continues as one today. The Bible has many forms of symbolism not only in itself but also in the pages. Biblical numerology is one form of symbolism that appears though out the Bible. This paper will explore the origins of s ymbolic numbers, the development of theRead MoreSolo And Sola Scriptur Two Protestant Positions1461 Words   |  6 Pagessomething is infallible it is incapable of making mistakes or being wrong. Sola Scriptura is the teaching that the only infallible thing is the Bible. In both of these Scripture is a main part of the beliefs which is why the way that the Scripture is analyzed is important. Some of the traditions that come from traditions come from history and the origin of the Scripture. The Historical Critical Method is the comparing of text with other text from the same region and time period which would affectRead MoreBiblical Bible : Biblical Worldview Essay892 Words   |  4 Pageshave a discussion. They start to talk about different things happening in the world and how they view them. They talked about how the world begin, how to treat people, and much more. This conversation went on for a while and Sara was using the Bible to back-up what she was saying, while Joanna had nothing to support what she believed in. Sara had a biblical worldview. What Is A Worldview A worldview is the frame of what someone believe and bases their opinions (Hindson Caner, 2008). The wordRead MorePaper 2 - the Rise of Fundamentalism1726 Words   |  7 Pages-------------------------------------------2 THE RISE OF FUNDAMENTALISM -------------------------------------------------------------------- THE CHRISTIAN REACTION TO DARWINISM AND OTHER SCIENTIFIC THEORIES— THE RISE OF HIGHER CRITICISM OF THE BIBLE-------------------------------------------------- THE SOCIAL GOSPEL--------------------------------------------------------------------------------------- THE FUNDAMENTALS------------------------------------------------------------------------------------- Read More Evolutionism Vs Creationism Essay1050 Words   |  5 Pages nbsp;nbsp;nbsp;nbsp;nbsp;Questions on the origin of life and of the universe must have challenged human curiosity and imagination as soon as early man had time for activities other than survival. In 1859, Charles Darwin published the Origin of Species, and since then, people have debated between the creationism and evolutionism theories. The theory of evolution has been supported only through various religious writings, particularly the Bible. nbsp;nbsp;nbsp;nbsp;nbsp;Creationists believe

The Meaning of National Accounts in International Economics

National accounts  or national account systems (NAS) are defined as a measure of macroeconomic categories of production and purchase in a nation. These systems are essentially methods of accounting used to measure the economic activity of a country based on an agreed upon framework and set of accounting rules. National accounts are specifically intended to present specific economic data in such a way as to facilitate analysis and even policy-making. National Accounts Requires Double-Entry Accounting The specific methods of accounting used in national account systems are characterized by a completeness and consistency that is required by detailed double-entry bookkeeping, also known as double-entry accounting. Double-entry bookkeeping is aptly named as it calls for every entry to an account to have a corresponding and opposite entry into a different account. In other words, for every account credit there must be an equal and opposite account debit and vice versa. This system utilizes the simple accounting equation as its basis: Assets - Liabilities Equity. This equation holds that the sum of all debits must equal the sum of all credits for all accounts, else an accounting error has occurred. The equation itself is a means of error detection in double-entry accounting, but it will only detect value errors, which is to say that ledgers that pass this test are not necessarily free of error. Despite the simplistic nature of the concept, double-entry bookkeeping in practice is a tedious task requiring great attention to detail. Common mistakes include crediting or debiting the incorrect account or simply confusing the debit and credit entries entirely. While national account systems hold in common  many of the same principles of business bookkeeping, these systems actually based in economic concepts. Ultimately, national accounts are not simply national balance sheets, rather they present a comprehensive account of some the most complicated economic activities. National Accounts and Economic Activity The systems of national accounting measure output, expenditure, and income of all major economic players in the nations economy from households to corporations to the nations government.  The production categories of national accounts are usually defined as output in currency units by various industry categories plus imports. Output is usually approximately the same as industry revenue. The purchase or expenditure categories, on the other hand, generally include government, investment, consumption, and exports, or some subsets of these. National account systems also incorporate measurement of the changes in assets, liabilities, and net worth. National Accounts and Aggregate Values Perhaps the most widely recognized values measured in national accounts are the aggregate measures like gross domestic product  or GDP. Even among non-economists, GDP is a familiar measure of the size of the economy and aggregate economic activity. Though national accounts provide a plethora of economic data, it is still these aggregate measures like GDP and, of course, their evolution over time that is of most interest to economists and policymakers as these aggregates concisely present some of the most important information about a nations economy.

The Constitutional Basis Of Federalism - 1017 Words

Constitutional Basis of Federalism Loyalty to state governments during the Constitutional Era was so strong that the Constitution would have been defeated Central government was facing difficulties People were too dispersed and communication and transportation was not strong enough to allow governing from one location The Division of Power The Framers defined the powers of state and national governments Although they favored stronger national government, they still made the states have an important role Constitution guaranteed states equal representation in the Senate Made states responsible for both state and national elections Guaranteed that Congress couldn t forbid the creation of new states by dividing old ones unless by the consent of the state governments Created obligations of national government to protect states against violence and invasion Supremacy clause: the clause in Article VI of the Constitution that makes the Constitution, national laws, and readies supreme over state laws as long as the national government is acting within its constitutional limits They stated the following 3 were supreme law of the land Constitution Laws of the national government Treaties Judges in every state had to obey the Constitution even if state laws or constitutions directly contradicted it Tenth Amendment: the constitutional amendment stating, The powers not delegated to the United States by the Constitution, nor prohibited by it to the states, are reserved to the statesShow MoreRelatedWhy the ratification of the constitution was a good thing1595 Words   |  5 Pagesa good thing The Constitution of the United States is one of the first written constitutions and one of the ‘oldest’ to have been made on the national level and applicable today. It was developed and adopted by the Constitutional Convention in Philadelphia in May and September, 1787. The Constitution of 1787 followed the adoption of the Declaration of Independence on July 4, 1776. The U.S. Declaration of Independence, as the precaution of the U.S. Constitution, is a historicalRead MoreUnited States Court Of Appeals Essay981 Words   |  4 Pages(â€Å"VFOIA†) and deny access to Virginia’s public records? Specifically, two separate constitutional violations are questioned here when a state denies access to records on basis of residence status only. If either one rules unconstitutional then Mr. McBurney’s Constitutional rights were denied in his quest for child support. Decisions: No. The application of the Virginia Freedom of Information Act (â€Å"VFOIA†) is Constitutional in this case. The Supreme Court affirmed by a unanimous opinion the Fourth Circuit’sRead MoreEssay on Ap Gov Unit 1 Constitutional Underpinnings1628 Words   |  7 PagesConstitutional Structure of American Federalism 3 constitutional powers allow the federal system 2 expand the gov’s power 2 meet the needs of a modern nation in a global economy. * Expansion Rests on 4 pillars 1. National Supremacy Article 2. War power 3. Commerce clause 4. Power 2 tax/ spend 4 gen. welfare Interpreting Federalism * Mulloch vs. Maryland: under the Necessary And Proper Clause- the fed. Gov. has implied powers * The constitutional established supremacyRead More‘Federal Government Increasingly Dominates State Governments in the Usa.’ Discuss.1330 Words   |  6 Pagespowers, and the federal government shares sovereignty with the state governments. This is the stark opposite to the unitary system in the UK where sovereignty lies in parliament and some powers are given to local assemblies. There are many types of federalism; all have been a dominant influence in the American political system at some point due to the style of leadership brought in by each new presidential candidate. Throughout U.S. history, the division of power between the federal government and stateRead MorePolitics And Action : Aiding Disaster Victims1601 Words   |  7 Pagesfederal government be obliged to versus the state government. o In order to delve into this topic, it is important to understand the American philosophy of federalism. o The relationship between the two can often be seen as confusing and often leads to a chaos filled environment as seen with the incident in Louisiana. Defining Federalism †¢ Federalism- A way of organizing a nation that two or more levels of government have formal authority over the same land and people; it is a system of shared powerRead MoreHow Has Politics Impacted Political Parties?714 Words   |  3 PagesHow has federalism impacted political parties? The basis of federalism is the idea that the state and federal government should share power. The federalists were supporters of a strong national government, led by Alexander Hamilton. The Democratic-Republicans led by Thomas Jefferson, opposed the federal government, their beliefs were that majority of power should be held by local governments (The States). Political parties over time have influenced national politics which eventually could influenceRead MoreThe On The Workings Of The Constitution Convention Essay1319 Words   |  6 PagesMu-Hsuan Chiang POLS 355 Professor Alan Buckley 9/25/2013 The Idea of Pluralism in the Workings of the Constitution Convention â€Å"The fundamental importance of the 1787 Constitutional Convention is indisputable, not only as a turning point in the history of the United States, but also as an event that continues to affect contemporary politics† (Pope and Shawn 1). 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Tax based on consumption (a sales tax) entails limitations to that tax, because an excessive tax rate will itself stifle consumption and give rise to smuggling, black markets and other means of tax evasion. If duties are

Audited Report of Tyson Food Free Essays

string(172) " also process live fed cattle and hogs and fabricate dressed beef and pork carcasses into primal and sub-primal meat cuts, case ready beef and pork and fully-cooked meats\." UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K [X] [] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended September 29, 2012 Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to 001-14704 (Commission File Number) ______________________________________________ (Exact name of registrant as specified in its charter) _____________________________________________ TYSON FOODS, INC. We will write a custom essay sample on Audited Report of Tyson Food or any similar topic only for you Order Now Delaware (State or other jurisdiction of incorporation or organization) 71-0225165 (I. R. S. Employer Identification No. ) 2200 Don Tyson Parkway, Springdale, Arkansas (Address of principal executive offices) 72762-6999 (Zip Code) Registrant’s telephone number, including area code: Securities Registered Pursuant to Section 12(b) of the Act: Title of Each Class Class A Common Stock, Par Value $0. 0 (479) 290-4000 Name of Each Exchange on Which Registered New York Stock Exchange Securities Registered Pursuant to Section 12(g) of the Act: Not Applicable Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [X] No [ ] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X] Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T ( §232. 05 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of â€Å"large accelerated filer,† â€Å"accelerated filer† and â€Å"smaller reporting company† in Rule 12b-2 of the Exchange Act. Large accelerated filer [X] Non-accelerated filer [ ] (Do not check if a smaller reporting company) Accelerated filer [ ] Smaller reporting company [ ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] On March 31, 2012, the aggregate market value of the registrant’s Class A Common Stock, $0. 10 par value (Class A stock), and Class B Common Stock, $0. 10 par value (Class B stock), held by non-affiliates of the registrant was $5,551,806,987 and $340,008, respectively. Class B stock is not publicly listed for trade on any exchange or market system. However, Class B stock is convertible into Class A stock on a share-for-share basis, so the market value was calculated based on the market price of Class A stock. On October 27, 2012, there were 288,751,385 shares of Class A stock and 70,015,755 shares of Class B stock outstanding. INCORPORATION BY REFERENCE Portions of the registrant’s definitive Proxy Statement for the registrant’s Annual Meeting of Shareholders to be held February 1, 2013, are incorporated by reference into Part III of this Annual Report on Form 10-K. TABLE OF CONTENTS PAGE PART I Item 1. Item 1A. Item 1B. Item 2. Item 3. Item 4. PART II Item 5. Item 6. Item 7. Item 7A. Item 8. Item 9. Item 9A. Item 9B. PART III Item 10. Item 11. Item 12. Item 13. Item 14. PART IV Item 15. Business Risk Factors Unresolved Staff Comments Properties Legal Proceedings Mine Safety Disclosures 3 7 12 12 13 13 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Financial Data Management’s Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures About Market Risk Financial Statements and Supplementary Data Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information 5 17 18 36 38 81 81 81 Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accounting Fees and Services 82 82 82 82 82 Exhibits, Financial Statement Schedules 83 2 PART I ITEM 1. BUSINESS GENERAL Founded in 1935, Tyson Foods, Inc. nd its subsidiaries (collectively, â€Å"Company,† â€Å"we,† â€Å"us† or â€Å"our†) are one of the world’s largest meat protein companies and the second-largest food production company in the Fortune 500 with one of the most recognized brand names in the food industry. We produce, distribute and market chicken, beef, pork, prepared foods and related allied products. Our operations are conducted in four segments: Chicken, Beef, Pork and Prepared Foods. Some of the key factors influencing our business are customer demand for our products; the ability to maintain and grow relationships with customers and introduce new and innovative products to the marketplace; accessibility of international markets; market prices for our products; the cost of live cattle and hogs, raw materials, grain and feed ingredients; and operating efficiencies of our facilities. We operate a fully vertically integrated poultry production process. Our integrated operations consist of breeding stock, contract growers, feed production, processing, further-processing, marketing and transportation of chicken and related allied products, including animal and pet food ingredients. Through our wholly-owned subsidiary, Cobb-Vantress, Inc. (Cobb), we are one of the leading poultry breeding stock suppliers in the world. Investing in breeding stock research and development allows us to breed into our flocks the characteristics found to be most desirable. We also process live fed cattle and hogs and fabricate dressed beef and pork carcasses into primal and sub-primal meat cuts, case ready beef and pork and fully-cooked meats. You read "Audited Report of Tyson Food" in category "Papers" In addition, we derive value from allied products such as hides and variety meats sold to further processors and others. We produce a wide range of fresh, value-added, frozen and refrigerated food products. Our products are marketed and sold primarily by our sales staff to grocery retailers, grocery wholesalers, meat distributors, warehouse club stores, military commissaries, industrial food processing companies, chain restaurants or their distributors, international export companies and domestic distributors who serve restaurants, foodservice operations such as plant and school cafeterias, convenience stores, hospitals and other vendors. Additionally, sales to the military and a portion of sales to international markets are made through independent brokers and trading companies. We have a 50/50 joint venture with Syntroleum Corporation, called Dynamic Fuels LLC (Dynamic Fuels), which produces renewable synthetic fuels. Construction of production facilities was completed in late fiscal 2010, and initial production began in October 2010. FINANCIAL INFORMATION OF SEGMENTS We operate in four segments: Chicken, Beef, Pork and Prepared Foods. The contribution of each segment to net sales and operating income (loss), and the identifiable assets attributable to each segment, are set forth in Note 16: Segment Reporting of the Notes to Consolidated Financial Statements. DESCRIPTION OF SEGMENTS Chicken: Chicken operations include breeding and raising chickens, as well as processing live chickens into fresh, frozen and valueadded chicken products and logistics operations to move products through the supply chain. Products are marketed domestically to food retailers, foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, healthcare facilities, the military and other food processors, as well as to international markets. It also includes sales from allied products and our chicken breeding stock subsidiary. Beef: Beef operations include processing live fed cattle and fabricating dressed beef carcasses into primal and sub-primal meat cuts and case-ready products. This segment also includes sales from allied products such as hides and variety meats, as well as logistics operations to move products through the supply chain. Products are marketed domestically to food retailers, foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, healthcare facilities, the military and other food processors, as well as to international markets. Pork: Pork operations include processing live market hogs and fabricating pork carcasses into primal and sub-primal cuts and caseready products. This segment also includes our live swine group, related allied product processing activities and logistics operations to move products through the supply chain. Products are marketed domestically to food retailers, foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, healthcare acilities, the military and other food processors, as well as to international markets. 3 Prepared Foods: Prepared Foods operations include manufacturing and marketing frozen and refrigerated food products and logistics operations to move products through the supply chain. Products include pepperoni, bacon, beef and pork pizza toppings, pizza crusts, flour and corn tortilla products, appetizers, prepared meals, ethnic foods, soups, sauces, side dishes, meat dishes and processed meats. Products are marketed domestically to food retailers, foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, healthcare facilities, the military and other food processors, as well as to international markets. The results from Dynamic Fuels are included in Other. RAW MATERIALS AND SOURCES OF SUPPLY Chicken: The primary raw materials used in our chicken operations are corn and soybean meal used as feed and live chickens raised primarily by independent contract growers. Our vertically-integrated chicken process begins with the grandparent breeder flocks and ends with broilers for processing. Breeder flocks (i. e. , grandparents) are raised to maturity in grandparent growing and laying farms where fertile eggs are produced. Fertile eggs are incubated at the grandparent hatchery and produce pullets (i. e. , parents). Pullets are sent to breeder houses, and the resulting eggs are sent to our hatcheries. Once chicks have hatched, they are sent to broiler farms. There, contract growers care for and raise the chicks according to our standards, with advice from our technical service personnel, until the broilers reach the desired processing weight. Adult chickens are transported to processing plants where they are slaughtered and converted into finished products, which are then sent to distribution centers and delivered to customers. We operate our own feed mills to produce scientifically-formulated feeds. In fiscal 2012, corn, soybean meal and other feed ingredients were major production costs, representing roughly 69% of our cost of growing a live chicken. In addition to feed ingredients to grow the chickens, we use cooking ingredients, packaging materials and cryogenic agents. We believe our sources of supply for these materials are adequate for our present needs, and we do not anticipate any difficulty in acquiring these materials in the future. While we produce nearly all our inventory of breeder chickens and live broilers, we also purchase live, ice-packed or deboned chicken to meet production and sales requirements. Beef: The primary raw materials used in our beef operations are live cattle. We do not have facilities of our own to raise cattle but employ cattle buyers located throughout cattle producing areas who visit independent feed yards and public auctions and buy live cattle on the open spot market. These buyers are trained to select high quality animals, and we continually measure their performance. We also enter into various risk-sharing and procurement arrangements with producers to secure a supply of livestock for our facilities. We believe the sources of supply of live cattle are adequate for our present needs. Pork: The primary raw materials used in our pork operations are live hogs. The majority of our live hog supply is obtained through various procurement relationships with independent producers. We employ buyers who make purchase agreements of various time durations as well as purchase hogs on a daily basis, generally a few days before the animals are processed. These buyers are trained to select high quality animals, and we continually measure their performance. We believe the sources of supply of live hogs are adequate for our present needs. Additionally, we raise a number of weanling swine to sell to independent finishers and supply a minimal amount of live swine for our own processing needs. Prepared Foods: The primary raw materials used in our prepared foods operations are commodity based raw materials, including chicken, beef, pork, corn, flour and vegetables. Some of these raw materials are provided by our other segments, while others may be purchased from numerous suppliers and manufacturers. We believe the sources of supply of raw materials are adequate for our present needs. SEASONAL DEMAND Demand for chicken and beef products generally increases during the spring and summer months and generally decreases during the winter months. Pork and prepared foods products generally experience increased demand during the winter months, primarily due to the holiday season, while demand decreases during the spring and summer months. CUSTOMERS Wal-Mart Stores, Inc. accounted for 13. 8% of our fiscal 2012 consolidated sales. Sales to Wal-Mart Stores, Inc. were included in the Chicken, Beef, Pork and Prepared Foods segments. Any extended discontinuance of sales to this customer could, if not replaced, have a material impact on our operations. No other single customer or customer group represented more than 10% of fiscal 2012 consolidated sales. COMPETITION Our food products compete with those of other food producers and processors and certain prepared food manufacturers. Additionally, our food products compete in markets around the world. We seek to achieve a leading market position for our products via our principal marketing and competitive strategy, which includes: †¢ †¢ †¢ identifying target markets for va lue-added products; concentrating production, sales and marketing efforts to appeal to and enhance demand from those markets; and utilizing our national distribution systems and customer support services. Past efforts indicate customer demand can be increased and sustained through application of our marketing strategy, as supported by our distribution systems. The principal competitive elements are price, product safety and quality, brand identification, breadth and depth of product offerings, availability of products, customer service and credit terms. INTERNATIONAL We sold products to approximately 130 countries in fiscal 2012. Major sales markets include Brazil, Canada, Central America, China, the European Union, Japan, Mexico, the Middle East, Russia, South Korea, Taiwan, Ukraine and Vietnam. We have the following international operations: †¢ †¢ †¢ †¢ †¢ †¢ †¢ Tyson de Mexico, a Mexican subsidiary, is a vertically-integrated poultry production company; Cobb-Vantress, a chicken breeding stock subsidiary, has business interests in Argentina, Brazil, the Dominican Republic, India, Japan, the Netherlands, Peru, the Philippines, Russia, Spain, Sri Lanka, Turkey, the United Kingdom and Venezuela; Tyson do Brazil, a Brazilian subsidiary, is a vertically-integrated poultry production company; Shandong Tyson, a Chinese subsidiary, is a vertically-integrated poultry production company; Tyson Dalong, a joint venture in China in which we have a majority interest, is a chicken further processing facility; Jiangsu-Tyson, a Chinese subsidiary, is a vertically-integrated poultry production company; and Godrej Tyson Foods, a joint venture in India in which we have a majority interest, is a poultry processing business. Our Tyson do Brazil, Shandong Tyson and Jiangsu-Tyson subsidiaries are currently in start-up phase. We continue to evaluate growth opportunities in foreign countries. Additional information regarding export sales, long-lived assets located in foreign countries and income (loss) from foreign operations is set forth in Note 16: Segment Reporting of the Notes to Consolidated Financial Statements. RESEARCH AND DEVELOPMENT We conduct continuous research and development activities to improve product development, to automate manual processes in our processing plants and growout operations, and to improve chicken breeding stock. Our Discovery Center includes 19 research kitchens and a USDA-inspected pilot plant. The Discovery Center enables us to bring new market-leading retail and foodservice products to the customer quickly and efficiently. Research and development costs totaled $43 million, $42 million, and $38 million in fiscal 2012, 2011 and 2010, respectively. ENVIRONMENTAL REGULATION AND FOOD SAFETY Our facilities for processing chicken, beef, pork and prepared foods, milling feed and housing live chickens and swine are subject to a variety of federal, state and local environmental laws and regulations, which include provisions relating to the discharge of materials into the environment and generally provide for protection of the environment. We believe we are in substantial compliance with such applicable laws and regulations and are not aware of any violations of such laws and regulations likely to result in material penalties or material increases in compliance costs. The cost of compliance with such laws and regulations has not had a material adverse effect on our capital expenditures, earnings or competitive position, and except as described below, is not anticipated to have a material adverse effect in the future. Congress and the United States Environmental Protection Agency are considering various options to control greenhouse gas emissions. It is unclear at this time when or if such options will be finalized, or what the final form may be. Due to the uncertainty surrounding this issue, it is premature to speculate on the specific nature of impacts that imposition of greenhouse gas emission controls would have on us, and whether such impacts would have a material adverse effect. 5 We work to ensure our products meet high standards of food safety and quality. In addition to our own internal Food Safety and Quality Assurance oversight and review, our chicken, beef, pork and prepared foods products are subject to inspection prior to distribution, primarily by the United States Department of Agriculture (USDA) and the United States Food and Drug Administration (FDA). We are also participants in the United States Hazard Analysis Critical Control Point (HACCP) program and are subject to the Sanitation Standard Operating Procedures and the Public Health Security and Bioterrorism Preparedness and Response Act of 2002. EMPLOYEES AND LABOR RELATIONS As of September 29, 2012, we employed approximately 115,000 employees. Approximately 96,000 employees were employed in the United States and 19,000 employees were in foreign countries, primarily China, Mexico and Brazil. Approximately 29,000 employees in the United States were subject to collective bargaining agreements with various labor unions, with approximately 19% of those employees included under agreements expiring in fiscal 2013. The remaining agreements expire over the next several years. Approximately 8,000 employees in foreign countries were subject to collective bargaining agreements. We believe our overall relations with our workforce are good. MARKETING AND DISTRIBUTION Our principal marketing objective is to be the primary provider of chicken, beef, pork and prepared foods products for our customers and consumers. As such, we utilize our national distribution system and customer support services to achieve the leading market position for our products. On an ongoing basis, we identify distinct markets and business opportunities through continuous consumer and market research. In addition to supporting strong regional brands across multiple protein lines, we build the Tyson brand and Tyson owned brands primarily through well-defined product-specific advertising and public relations efforts focused toward key consumer targets with specific needs. These efforts are designed to present key Tyson products as everyday solutions to relevant consumer problems thereby becoming part of regular eating routines. We have the ability to produce and ship fresh, frozen and refrigerated products worldwide. Domestically, our distribution system extends to a broad network of food distributors and is supported by our owned or leased cold storage warehouses, public cold storage facilities and our transportation system. Our distribution centers accumulate fresh and frozen products so we can fill and consolidate less-than-truckload orders into full truckloads, thereby decreasing shipping costs while increasing customer service. In addition, we provide our customers a wide selection of products that do not require large volume orders. Our distribution system enables us to supply large or small quantities of products to meet customer requirements anywhere in the continental United States. Internationally, we utilize both rail and truck refrigerated transportation to domestic ports, where consolidations take place to transport to foreign destinations. PATENTS AND TRADEMARKS We have filed a number of patents and trademarks relating to our processes and products that either have been approved or are in the process of application. Because we do a significant amount of brand name and product line advertising to promote our products, we consider the protection of our trademarks to be important to our marketing efforts. We also have developed non-public proprietary information regarding our production processes and other product-related matters. We utilize internal procedures and safeguards to protect the confidentiality of such information and, where appropriate, seek patent and/or trademark protection for the technology we utilize. INDUSTRY PRACTICES Our agreements with customers are generally short-term, primarily due to the nature of our products, industry practices and fluctuations in supply, demand and price for such products. In certain instances where we are selling further processed products to large customers, we may enter into written agreements whereby we will act as the exclusive or preferred supplier to the customer, with pricing terms that are either fixed or variable. AVAILABILITY OF SEC FILINGS AND CORPORATE GOVERNANCE DOCUMENTS ON INTERNET WEBSITE We maintain an internet website for investors at http://ir. tyson. com. On this website, we make available, free of charge, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to any of those reports, as soon as reasonably practicable after we electronically file such reports with, or furnish to, the Securities and Exchange Commission. Also available on the website for investors are the Corporate Governance Principles, Audit Committee charter, Compensation Committee charter, Governance Committee charter, Nominating Committee charter, Code of Conduct and Whistleblower Policy. Our corporate governance documents are available in print, free of charge to any shareholder who requests them. 6 CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION FOR THE PURPOSE OF â€Å"SAFE HARBOR† PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 Certain information in this report constitutes forward-looking statements. Such forward-looking statements include, but are not limited to, current views and estimates of our outlook for fiscal 2013, other future economic circumstances, industry conditions in domestic and international markets, our performance and financial results (e. g. debt levels, return on invested capital, value-added product growth, capital expenditures, tax rates, access to foreign marke ts and dividend policy). These forward-looking statements are subject to a number of factors and uncertainties that could cause our actual results and experiences to differ materially from anticipated results and expectations expressed in such forward-looking statements. We wish to caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date made. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Among the factors that may cause actual results and experiences to differ from anticipated results and expectations expressed in such forward-looking statements are the following: (i) the effect of, or changes in, general economic conditions; (ii) fluctuations in the cost and availability of inputs and raw materials, such as live cattle, live swine, feed grains (including corn and soybean meal) and energy; (iii) market conditions for finished products, including competition from other global and domestic food processors, supply and pricing of competing products and alternative proteins and demand for alternative proteins; (iv) successful rationalization of existing facilities and operating efficiencies of the facilities; (v) risks associated with our commodity purchasing activities; (vi) access to foreign markets together with foreign economic conditions, including currency fluctuations, import/export restrictions and foreign politics; (vii) outbreak of a livestock disease (such as a vian influenza AI) or bovine spongiform encephalopathy (BSE)), which could have an adverse effect on livestock we own, the availability of livestock we purchase, consumer perception of certain protein products or our ability to access certain domestic and foreign markets; (viii) changes in availability and relative costs of labor and contract growers and our ability to maintain good relationships with employees, labor unions, contract growers and independent producers providing us livestock; (ix) issues related to food safety, including costs resulting from product recalls, regulatory compliance and any related claims or litigation; (x) changes in consumer preference and diets and our ability to identify and react to consumer trends; (xi) significant marketing plan changes by large customers or loss of one or more large customers; (xii) adverse results from litigation; (xiii) risks associated with leverage, including cost increases due to rising interest rates or changes in debt rat ings or outlook; (xiv) compliance with and changes to regulations and laws (both domestic and foreign), including changes in accounting standards, tax laws, environmental laws, agricultural laws and occupational, health and safety laws; (xv) our ability to make effective acquisitions or joint ventures and successfully integrate newly acquired businesses into existing operations; (xvi) effectiveness of advertising and marketing programs; and (xvii) those factors listed under Item 1A. â€Å"Risk Factors. † ITEM 1A. RISK FACTORS These risks, which should be considered carefully with the information provided elsewhere in this report, could materially adversely affect our business, financial condition or results of operations. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or results of operations. Fluctuations in commodity prices and in the availability of raw materials, especially feed grains, live cattle, live swine and other inputs could negatively impact our earnings. Our results of operations and financial condition are dependent upon the cost and supply of raw materials such as feed grains, live cattle, live swine, energy and ingredients, as well as the selling prices for our products, many of which are determined by constantly changing market forces of supply and demand over which we have limited or no control. Corn, soybean meal and other feed ingredients are major production costs for vertically-integrated poultry processors such as us, representing roughly 69% of our cost of growing a live chicken in fiscal 2012. As a result, fluctuations in prices for these feed ingredients, which include competing demand for corn and soybean meal for use in the manufacture of renewable energy, can adversely affect our earnings. Production of feed ingredients is affected by, among other things, weather patterns throughout the world, the global level of supply inventories and demand for grains and other feed ingredients, as well as agricultural and energy policies of domestic and foreign governments. We have cattle under contract at feed yards owned by third parties; however, most of the cattle we process are purchased from independent producers. We have cattle buyers located throughout cattle producing areas who visit feed yards and buy live cattle on the open spot market. We also enter into various risk-sharing and procurement arrangements with producers who help secure a supply of livestock for daily start-up operations at our facilities. The majority of our live swine supply is obtained through procurement arrangements with independent producers. We also employ buyers who purchase hogs on a daily basis, generally a few days before the animals are required for processing. In addition, we raise live swine and sell feeder pigs to independent producers for feeding to processing weight and have contract growers feed a minimal amount of company-owned live swine for our own processing needs. Any decrease in the supply of cattle or swine on the spot market could increase the price of these raw materials and further increase per head cost of production due to lower capacity utilization, which could adversely affect our financial results. 7 Market supply and demand and the prices we receive for our products may fluctuate due to competition from other food producers and processors. We face competition from other food producers and processors. Some of the factors on which we compete and which may drive demand for our products include: †¢ †¢ †¢ †¢ †¢ †¢ †¢ price; product safety and quality; brand identification; breadth and depth of product offerings; availability of our products and competing products; customer service; and credit terms. Demand for our products also is affected by competitors’ promotional spending, the effectiveness of our advertising and marketing programs, and the availability or price of competing proteins. We attempt to obtain prices for our products that reflect, in part, the price we must pay for the raw materials that go into our products. If we are not able to obtain higher prices for our products when the price we pay for raw materials increases, we may be unable to maintain positive margins. Outbreaks of livestock diseases can adversely impact our ability to conduct our operations and demand for our products. Demand for our products can be adversely impacted by outbreaks of livestock diseases, which can have a significant impact on our financial results. Efforts are taken to control disease risks by adherence to good production practices and extensive precautionary measures designed to ensure the health of livestock. However, outbreaks of disease and other events, which may be beyond our control, either in our own livestock or cattle and hogs owned by independent producers who sell livestock to us, could significantly affect demand for our products, consumer perceptions of certain protein products, the availability of livestock for purchase by us and our ability to conduct our operations. Moreover, the outbreak of livestock diseases, particularly in our Chicken segment, could have a significant effect on the livestock we own by requiring us to, among other things, destroy any affected livestock. Furthermore, an outbreak of disease could result in governmental restrictions on the import and export of our products to or from our suppliers, facilities or customers. This could also result in negative publicity that may have an adverse effect on our ability to market our products successfully and on our financial results. We are subject to risks associated with our international activities, which could negatively affect our sales to customers in foreign countries, as well as our operations and assets in such countries. In fiscal 2012, we sold products to approximately 130 countries. Major sales markets include Brazil, Canada, Central America, China, the European Union, Japan, Mexico, the Middle East, Russia, South Korea, Taiwan, Ukraine and Vietnam. Our sales to customers in foreign countries for fiscal 2012 totaled $5. 5 billion, of which $4. 0 billion related to export sales from the United States. In addition, we had approximately $564 million of long-lived assets located in foreign ountries, primarily Brazil, China, Mexico and India, at the end of fiscal 2012. As a result, we are subject to various risks and uncertainties relating to international sales and operations, including: †¢ †¢ †¢ †¢ †¢ †¢ †¢ †¢ †¢ imposition of tariffs, quotas, trade barriers a nd other trade protection measures imposed by foreign countries regarding the importation of poultry, beef and pork products, in addition to import or export licensing requirements imposed by various foreign countries; 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; impact of currency exchange rate fluctuations between the U. S. ollar and foreign currencies, particularly the Brazilian real, the British pound sterling, the Canadian dollar, the Chinese renminbi, the European euro, and the Mexican peso; political and economic conditions; difficulties and costs associated in complying 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; different regulatory structures and unexpected changes in regulatory environments; tax rates that may exceed those in the United States and earnings that may be subject to withholding requirements and incremental taxes upon repatriation; potentially negative consequences from changes in tax laws; and distribution costs, disruptions in shipping or reduced availability of freight transportation. 8 Negative consequences relating to these risks and uncertainties could jeopardize or limit our ability to transact business in one or more of those markets where we operate or in other developing markets and could adversely affect our financial results. We depend on the availability of, and good relations with, our employees. We have approximately 115,000 employees, approximately 37,000 of whom are covered by collective bargaining agreements or are members of labor unions. Our operations depend on the availability and relative costs of labor and mai ntaining good relations with employees and the labor unions. If we fail to maintain good relations with our employees or with the labor unions, we may experience labor strikes or work stoppages, which could adversely affect our financial results. We depend on contract growers and independent producers to supply us with livestock. We contract primarily with independent contract growers to raise the live chickens processed in our poultry operations. A majority of our cattle and hogs are purchased from independent producers who sell livestock to us under marketing contracts or on the open market. If we do not attract and maintain contracts with growers or maintain marketing and purchasing relationships with independent producers, our production operations could be negatively affected. If our products become contaminated, we may be subject to product liability claims and product recalls. Our products may be subject to contamination by disease-producing organisms or pathogens, such as Listeria monocytogenes, Salmonella and E. coli. These organisms and pathogens are found generally in the environment; therefore, there is a risk that one or more, as a result of food processing, could be present in our products. These organisms and pathogens also can be introduced to our products as a result of improper handling at the further processing, foodservice or consumer level. These risks may be controlled, but may not be eliminated, by adherence to good manufacturing practices and finished product testing. We have little, if any, control over handling procedures once our products have been shipped for distribution. Even an inadvertent shipment of contaminated products may be a violation of law and may lead to increased risk of exposure to product liability claims, product recalls (which may not entirely mitigate the risk of product liability claims), increased scrutiny and penalties, including injunctive relief and plant closings, by federal and state regulatory agencies, and adverse publicity, which could exacerbate the associated negative consumer reaction. Any of these occurrences may have an adverse effect on our financial results. Our operations are subject to general risks of litigation. We are involved on an on-going basis in litigation arising in the ordinary course of business or otherwise. Trends in litigation may include class actions involving consumers, shareholders, employees or injured persons, and claims relating to commercial, labor, employment, antitrust, securities or environmental matters. Litigation trends and the outcome of litigation cannot be predicted with certainty and adverse litigation trends and outcomes could adversely affect our financial results. Our level of indebtedness and the terms of our indebtedness could negatively impact our business and liquidity position. Our indebtedness, including borrowings under our revolving credit facility, may increase from time to time for various reasons, including fluctuations in operating results, working capital needs, capital expenditures and possible acquisitions, joint ventures or other significant initiatives. Our consolidated indebtedness level could adversely affect our business because: †¢ †¢ †¢ †¢ †¢ t may limit or impair our ability to obtain financing in the future; 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; it may reduce our flexibility to respond to changing business and economic conditions or to take advantage of business opportunities that may arise; 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 it may restrict our ability to pay dividends. Our revolving credit facility contains affirmative and negative covenants that, among other things, may limit or restrict our ability to: create liens and encumbrances; incur debt; merge, dissolve, liquidate or consolidate; dispose of or transfer assets; change the nature of our business; engage in certain transactions with affiliates; and enter into sale/leaseback or hedging transactions, in each case, subject to certain qualifications and exceptions. In addition, we are required to maintain minimum interest expense coverage and maximum debt to capitalization ratios. Our 4. 50% Senior notes due June 2022 also contain affirmative and negative covenants that, among other things, may limit or restrict our ability to: create liens; engage in certain sale/leaseback transactions; and engage in certain consolidations, mergers and sales of assets. 9 An impairment in the carrying value of goodwill could negatively impact our consolidated results of operations and net worth. Goodwill is initially recorded at fair value and is not amortized, but is reviewed for impairment at least annually or more frequently if impairment indicators are present. In assessing the carrying value of goodwill, we make estimates and assumptions about sales, operating margins, growth rates and discount rates based on budgets, business plans, economic projections, anticipated future cash flows and marketplace data. There are inherent uncertainties related to these factors and management’s judgment in applying these factors. Goodwill valuations have been calculated principally using an income approach based on the present value of future cash flows of each reporting unit and are believed to reflect market participant views which would exist in an exit transaction. Under the income approach, we are required to make various judgmental assumptions about appropriate discount rates. Disruptions in global credit and other financial markets and deterioration of economic conditions, could, among other things, cause us to increase the discount rate used in the goodwill valuations. We could be required to evaluate the recoverability of goodwill prior to the annual assessment if we experience disruptions to the business, unexpected significant declines in operating results, divestiture of a significant component of our business or sustained market capitalization declines. These types of events and the resulting analyses could result in goodwill impairment charges in the future, which could be substantial. As of September 29, 2012, we had $1. 9 billion of goodwill, which represented approximately 16% of total assets. Domestic and international government regulations could impose material costs. Our operations are subject to extensive federal, state and foreign laws and regulations by authorities that oversee food safety standards and processing, packaging, storage, distribution, advertising, labeling and export of our products. Our facilities for processing chicken, beef, pork, prepared foods and milling feed and for housing live chickens and swine are subject to a variety of international, federal, state and local laws relating to the protection of the environment, including provisions relating to the discharge of materials into the environment, and to the health and safety of our employees. Our domestic chicken, beef and pork processing facilities are participants in the HACCP program and are subject to the Public Health Security and Bioterrorism Preparedness and Response Act of 2002. In addition, our products are subject to inspection prior to distribution, primarily by the USDA and the FDA. Also, our livestock procurement and poultry growout activities are regulated by the Grain Inspection, Packers and Stockyards Administration, which is part of USDA’s Marketing and Regulatory Programs. Loss of or failure to obtain necessary permits and registrations could delay or prevent us from meeting current product demand, introducing new products, building new facilities or acquiring new businesses and could adversely affect operating results. Additionally, we are routinely subject to new or modified laws, regulations and accounting standards. If we are found to be out of compliance with applicable laws and regulations in these or other areas, we could be subject to civil remedies, including fines, injunctions, recalls or asset seizures, as well as potential criminal sanctions, any of which could have an adverse effect on our financial results. A material acquisition, joint venture or other significant initiative could affect our operations and financial condition. We periodically evaluate potential acquisitions, joint ventures and other initiatives (collectively, â€Å"transactions†), and we may seek to expand our business through the acquisition of companies, processing plants, technologies, products and services, which could include material transactions. A material transaction may involve a number of risks, including: †¢ †¢ †¢ †¢ †¢ failure to realize the anticipated benefits of the transaction; difficulty integrating acquired businesses, technologies, operations and personnel with our existing business; diversion of management attention in connection with negotiating transactions and integrating the businesses acquired; exposure to unforeseen or undisclosed liabilities of acquired companies; and the need to obtain additional debt or equity financing for any transaction. We may not be able to address these risks and successfully develop these acquired companies or businesses into profitable units. If we are unable to do this, such expansion could adversely affect our financial results. Market fluctuations could negatively impact our operating results as we hedge certain transactions. Our business is exposed to fluctuating market conditions. We use derivative financial instruments to reduce our exposure to various market risks including changes in commodity prices, interest rates and foreign exchange rates. We hold certain positions, primarily in grain and livestock futures, that do not qualify as hedges for financial reporting purposes. These positions are marked to fair value, and the unrealized gains and losses are reported in earnings at each reporting date. Therefore, losses on these contracts will adversely affect our reported operating results. While these contracts reduce our exposure to changes in prices for commodity products, the use of such instruments may ultimately limit our ability to benefit from favorable commodity prices. Deterioration of economic conditions could negatively impact our business. Our business may be adversely affected by changes in economic conditions, including inflation, interest rates, access to capital markets, consumer spending rates, energy availability and costs (including fuel surcharges) and the effects of governmental initiatives to manage economic conditions. Any such changes could adversely affect the demand for our products, or the cost and availability of our needed raw materials, cooking ingredients and packaging materials, thereby negatively affecting our financial results. 10 Disruptions in global credit and other financial markets and deterioration of economic conditions, could, among other things: †¢ †¢ †¢ †¢ †¢ †¢ †¢ make it more difficult or costly for us to obtain financing for our operations or investments or to refinance our debt in the future; 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 agreement to the extent we may seek them in the future; impair the financial condition of some of our customers and suppliers thereby increasing customer bad debts or nonperformance by suppliers; negatively impact global demand for protein products, which could result in a reduction of sales, operating ncome and cash flows; 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; ne gatively impact our commodity purchasing activities if we are required to record losses related to derivative financial instruments; or impair the financial viability of our insurers. Changes in consumer preference could negatively impact our business. The food industry in general is subject to changing consumer trends, demands and preferences. Trends within the food industry change often, and failure to identify and react to changes in these trends could lead to, among other things, reduced demand and price reductions for our products, and could have an adverse effect on our financial results. The loss of one or more of our largest customers could negatively impact our business. Our business could suffer significant setbacks in sales and operating income if our customers’ plans and/or markets change significantly or if we lost one or more of our largest customers, including, for example, Wal-Mart Stores, Inc. , which accounted for 13. 8% of our sales in fiscal 2012. Many of our agreements with our customers are short-term, primarily due to the nature of our products, industry practice and the fluctuation in demand and price for our products. The consolidation of customers could negatively impact our business. Our customers, such as supermarkets, warehouse clubs and food distributors, have consolidated in recent years, and consolidation is expected to continue throughout the United States and in other major markets. These consolidations have produced large, sophisticated customers with increased buying power who are more capable of operating with reduced inventories, opposing price increases, and demanding lower pricing, increased promotional programs and specifically tailored products. These customers also may use shelf space currently used for our products for their own private label products. Because of these trends, our volume growth could slow or we may need to lower prices or increase promotional spending for our products, any of which would adversely affect our financial results. Extreme factors or forces beyond our control could negatively impact our business. Natural disasters, fire, bioterrorism, pandemic or extreme weather, including droughts, floods, excessive cold or heat, hurricanes or other storms, could impair the health or growth of livestock or interfere with our operations due to power outages, fuel shortages, damage to our production and processing facilities or disruption of transportation channels, among other things. Any of these factors, as well as disruptions in our information systems, could have an adverse effect on our financial results. Media campaigns related to food production present risks. Media outlets, including new social media platforms, provide the opportunity for individuals or organizations to publicize inappropriate or inaccurate stories or perceptions about our Company or the food production industry. Such practices have the ability to cause damage to our brands, the industry generally, or consumers’ perceptions of our Company or the food production industry and may result in negative publicity and adversely affect our financial results. Our renewable energy ventures and other initiatives might not be successful. We have been exploring ways to convert animal fats and other by-products from our operations into value-added products. For example, our joint venture Dynamic Fuels produces renewable synthetic fuels. We will continue to explore other ways to commercialize opportunities outside our core business, such as renewable energy and other technologically-advanced platforms. These initiatives might not be as financially successful as we initially announced or might expect due to factors that include, but are not limited to, availability of tax credits, competing energy prices, failure to operate at the volumes anticipated, abilities of our joint venture partners and our limited experience in some of these new areas. 11 Tyson Limited Partnership can exercise significant control. As of September 29, 2012, Tyson Limited Partnership (the TLP) owns 99. 977% of the outstanding shares of the Company’s Class B Common Stock, $0. 10 par value (Class B stock) and the TLP and members of the Tyson family own, in the aggregate, 2. 53% of the outstanding shares of the Company’s Class A Common Stock, $0. 10 par value (Class A stock), giving them, collectively, control of approximately 71. 2% of the total voting power of the Company’s outstanding voting stock. At this time, the TLP does not have a managing general partner, as such, the management rig hts of the managing general partner may be exercised by a majority of the percentage interests of the general partners. As of September 29, 2012, Mr. John Tyson, Chairman of the Board of Directors, has 33. 33% of the general partner percentage interests, and Ms. Barbara Tyson, a director of the Company, has 11. 115% general partner percentage interests (the remaining general partnership interests are held by the Tyson Partnership Interest Trust (44. 44%) and Harry C. Erwin, III (11. 15%)). As a result of these holdings, positions and directorships, the partners in the TLP have the ability to exert substantial influence or actual control over our management and affairs and over substantially all matters requiring action by our stockholders, including amendments to our restated certificate of incorporation and by-laws, the election and removal of directors, any proposed merger, consolidation or sale of all or substantially all of our assets and other corporate transactions. This conce ntration of ownership may also delay or prevent a change in control otherwise favored by our other stockholders and could depress our stock price. Additionally, as a result of the Tyson family’s significant ownership of our outstanding voting stock, we are eligible for â€Å"controlled company† exemptions from certain corporate governance requirements of the New York Stock Exchange. ITEM 1B. UNRESOLVED STAFF COMMENTS None ITEM 2. PROPERTIES We have production and distribution operations in the following states: Alabama, Arkansas, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Mississippi, Missouri, Nebraska, New Mexico, New York, North Carolina, Oklahoma, Pennsylvania, South Carolina, Tennessee, Texas, Virginia, Washington and Wisconsin. We also have sales offices throughout the United States. Additionally, we, either directly or through our subsidiaries, have sales offices, facilities or participate in joint venture operations in Argentina, Brazil, Canada, China, the Dominican Republic, Hong Kong, India, Japan, Mexico, the Netherlands, Peru, the Philippines, Russia, South Korea, Spain, Sri Lanka, Taiwan, Thailand, the United Arab Emirates, the United Kingdom and Venezuela. Owned Chicken Segment: Processing plants Rendering plants Blending mills Feed mills Broiler hatcheries Breeder houses Broiler farm houses Beef Segment Production Facilities Pork Segment Production Facilities Prepared Foods Segment Processing Plants Distribution Centers Cold Storage Facilities 59 15 39 63 593 758 12 9 22 10 67 Number of Facilities Leased 1 — — 2 9 760 1,089 — — 1 7 14 Capacity(1) per week at September 29, 2012 47 million head 174,000 head 448,000 head 46 million pounds Total 60 15 2 41 72 1,353 1,847 12 9 23 17 81 Fiscal 2012 Average Capacity Utilization 88% 7 6% 90% 85% Chicken Processing Plants Beef Production Facilities Pork Production Facilities Prepared Foods Processing Plants (1) Capacity based on a five day week for Chicken and Prepared Foods, while Beef and Pork are based on a six day week. 12 Chicken: Chicken processing plants include various phases of slaughtering, dressing, cutting, packaging, deboning and furtherprocessing. We also have 16 pet food operations, which are part of the Chicken processing plants. The blending mills, feed mills and broiler hatcheries have sufficient capacity to meet the needs of the chicken growout operations. Beef: Beef plants include various phases of slaughtering live cattle and fabricating beef products. Some also treat and tan hides. The Beef segment includes three case-ready operations that share facilities with the Pork segment. One of the beef facilities contains a tallow refinery. Carcass facilities reduce live cattle to dressed carcass form. Processing facilities conduct fabricating operations to produce boxed beef and allied products. Pork: Pork plants include various phases of slaughtering live hogs and fabricating pork products and allied products. The Pork segment includes three case-ready operations that share facilities with the Beef segment. Prepared Foods: Prepared Foods plants process fresh and frozen chicken, beef, pork and other raw materials into pizza toppings, branded and processed meats, appetizers, prepared meals, ethnic foods, soups, sauces, side dishes, pizza crusts, flour and corn tortilla products and meat dishes. Our Dynamic Fuels joint venture produces renewable synthetic fuels. Construction of production facilities was completed in late fiscal 2010, and initial production began in October 2010. Dynamic Fuels operates one plant with designed annual capacity of 75 million gallons. We believe our present facilities are generally adequate and suitable for our current purposes; however, seasonal fluctuations in inventories and production may occur as a reaction to market demands for certain products. We regularly engage in construction and other capital improvement projects intended to expand capacity and improve the efficiency of our processing and support facilities. We also consider the efficiencies of our operations and may from time to time consider changing the number or type of plants we operate to align with our capacity needs. ITEM 3. LEGAL PROCEEDINGS Refer to the description of certain legal proceedings pending against us under Part II, Item 8, Notes to Consolidated Financial Statements, Note 19: Commitments and Contingencies, which discussion is incorporated herein by reference. Listed below are certain additional legal proceedings involving the Company and/or its subsidiaries. On October 23, 2001, a putative class action lawsuit styled R. Lynn Thompson, et al. vs. Tyson Foods, Inc. was filed in the District Court for Mayes County, Oklahoma by three property owners on behalf of all owners of lakefront property on Grand Lake O’ the Cherokees. Simmons Foods, Inc. and Peterson Farms, Inc. also are defendants. The plaintiffs allege the defendants’ operations diminished the water quality in the lake thereby interfering with the plaintiffs’ use and enjoyment of their properties. The plaintiffs sought injunctive relief and an unspecified amount of compensatory damages, punitive damages, attorneys’ fees and costs. While the District Court certified a class, on October 4, 2005, the Court of Civil Appeals of the State of Oklahoma reversed, holding the plaintiffs’ claims were not suitable for disposition as a class action. This decision was upheld by the Oklahoma Supreme Court and the case was remanded to the District Court with instructions that the matter proceed only on behalf of the three named plaintiffs. Plaintiffs seek injunctive relief, restitution and compensatory and punitive damages in an unspecified amount in excess of $10,000. We and the other defendants have denied liability and asserted various defenses. The defendants have requested a trial date, but the court has not yet scheduled the matter for trial. Since 2003, nine lawsuits have been brought against us and several other poultry companies by approximately 150 plaintiffs in Washington County, Arkansas Circuit Court (Green v. Tyson Foods, Inc. , et al. , Bible v. Tyson Foods, Inc. , Beal v. Tyson Foods, Inc. , et al. , McWhorter v. Tyson Foods, Inc. , et al. , McConnell v. Tyson Foods, Inc. , et al. , Carroll v. Tyson Foods, Inc. , et al. , Belew v. Tyson Foods, Inc. , et al. , Gonzalez v. Tyson Foods, Inc. , et al. , and Rasco v. Tyson Foods, Inc. , et al. alleging that the land application of poultry litter caused arsenic and pathogenic mold and fungi contamination of the air, soil and water in and around Prairie Grove, Arkansas and seeking recovery for several types of personal injuries, including several forms of cancer. On August 2, 2006, the Cou rt granted summary judgment in favor of Tyson and the other poultry company defendants in the first case to go to trial, which the plaintiffs appealed, and the trial court stayed the remaining eight lawsuits pending the appeal. On May 8, 2008, the Arkansas Supreme Court reversed the summary judgment and remanded for a new trial. The remanded trial was held and the jury returned a verdict in our favor. The plaintiffs appealed this verdict to the Arkansas Supreme Court, which affirmed the verdict and denied the plaintiffs’ petition for rehearing. The second trial, originally scheduled for October 22, 2012, was canceled and no new trial date has been set. Other Matters: We currently have approximately 115,000 employees and, at any time, have various employment practices matters outstanding. In the aggregate, these matters are significant to the Company, and we devote significant resources to managing employment issues. Additionally, we are subject to other lawsuits, investigations and claims (some of which involve substantial amounts) arising out of the conduct of our business. While the ultimate results of these matters cannot be determined, they are not expected to have a material adverse effect on our consolidated results of operations or financial position. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 13 EXECUTIVE OFFICERS OF THE COMPANY Our officers serve one year terms from the date of their election, or until their successors are appointed and qualified. No family relationships exist among these officers. The name, title, age and year of initial election to executive office of our executive officers are listed below: Name Curt T. Calaway Kenneth J. Kimbro Donnie King Dennis Leatherby James V. Lochner Donnie Smith John Tyson David L. Van Bebber Noel White Title Senior Vice President, Controller and Chief Accounting Officer Senior Vice President, Chief Human Resources Officer Senior Group Vice President, Poultry and Prepared Foods Executive Vice President and Chief Financial Officer Chief Operating Officer President and Chief Executive Officer Chairman of the Board of Directors Executive Vice President and General Counsel Senior Group Vice President, Fresh Meats Age 39 59 50 52 60 53 59 56 54 Year Elected Executive Officer 2012 2009 2009 1994 2005 2008 2011 2008 2009 Curt T. Calaway was appointed Senior Vice President, Con How to cite Audited Report of Tyson Food, Papers